Moody's (MCO) 10-K risk factor changes: FY2025 vs FY2024

In addition to the effects of general economic conditions, including inflation and related monetary policy actions in response to inflation, changes in international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict and the military [removed: conflict] [added: conflicts] in the Middle East, and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic climate may give rise to or amplify many of these risks discussed below.

Additionally, [added: in the U.S.,] changes in the Presidential administration, changes in Congress, and recent judicial actions may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new or existing legislation or directives by government authorities.

[removed: Further, speculation] [added: Speculation] concerning the impact of [removed: legislative and] [added: legislative,] regulatory [added: and government] initiatives, including initiatives related to the emerging technology of AI systems, operational resilience, data privacy and climate-related risks, among others, that our products and services incorporate, and the increased uncertainty over potential liability and adverse legal or judicial determinations may negatively affect Moody's stock price, affect demand for our products and services, increase our costs of operations and impact our future business plans.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

In particular, the EU has adopted a common regulatory framework for CRAs operating in the EU, continues to monitor the credit rating industry and [removed: analyze] [added: analyzes] approaches that may strengthen existing regulation.

A failure to comply with these procedural and substantive requirements also exposes MIS to the risk of regulatory enforcement [removed: action] [added: action,] which could result in financial penalties or, in serious cases, affect its ability to conduct credit rating activities in certain jurisdictions.

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

It is difficult to accurately assess the future impact of legislative [added: and regulatory requirements on MIS’s business and its customers’ businesses.]

Each of these developments [removed: increase] [added: increases] the costs and legal risk associated with the issuance of credit ratings and can have a material adverse effect on Moody’s operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized.

Other laws, regulations and rules [added: that] are being considered or are likely to be considered in the future may impact MA products and services, for example, by requiring certain information to be provided free of charge.

[removed: Changes] [added: The application of current and future laws relating to data access and portability may also require changes] in the [added: way that we contract for certain of our hosted data services and provide our customers of such services with the ability to terminate their relationships with us and port their data to alternative providers, and changes in the] applicability of laws and regulations could require MA to modify its data processing practices and policies and restrict or dictate how MA collects, maintains, combines and disseminates information, which could have a material adverse effect on Moody’s business, financial condition or results of operations.

For example, [removed: in December 2022, the EU adopted DORA, which will apply from early 2025 and will require] [added: DORA requires] EU financial institutions to have a comprehensive governance and control framework of the management of [removed: information and communications technology] [added: ICT] risks, including risks relating to third-party providers of technology and data such as MA.

The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various [removed: actors] [added: participants] in the AI supply chain.

The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries (Including Competition Market Studies) Related to Rating [removed: Opinions] [added: Opinions, Analytics Services] and Other Business Practices.

MA’s offering of products and services relating to sanctions, KYC and financial [removed: crime] [added: crime, as well as climate, default, and other risks] may result in increased regulatory scrutiny and could expose the Company to increased risk of litigation from [added: companies,] data [removed: subjects] [added: subjects, property owners] and other third-parties, including due to potential inaccuracies in the products and services we offer, as well as regulatory recordkeeping requirements associated with our services.

See Note [removed: [21](#ie35c9ceabbc14a06885e28e4120605da_253)] [added: [19](#ic407e0bb9b65409587ac5de0ae19ee1b_271)] to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces.

Moody’s Faces Risks Related to [removed: Protecting Its] Intellectual Property Rights.

[removed: The Company’s ability to establish, maintain and protect its intellectual] property and proprietary rights against theft, misappropriation or infringement could be materially and adversely affected by insufficient and/or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets.

Changes in the tax, accounting and other laws, treaties, regulations, policies and administrative practices, or changes to their interpretation or enforcement, including changes applicable to multinational corporations such as the Base Erosion Profit Shifting [removed: and the global minimum tax rate initiatives] [added: initiative] being led by the OECD, which requires companies to disclose more information to tax authorities on operations around the world, and the EU’s state aid rulings, could have a material adverse effect on the Company’s effective tax rate, results of operations and financial condition and may lead to greater audit scrutiny of profits earned in various countries.

For example, [added: global] economic [removed: uncertainty in the Eurozone or elsewhere, including, but not limited to,] [added: uncertainty, including] in [removed: Latin America, China or] the [removed: Middle East,] [added: Eurozone,] affects the number of securities offerings undertaken within those particular areas.

–economic and geopolitical events and market [removed: conditions,] [added: conditions in countries where we have large employee populations,] such as the [added: ongoing tensions between India and Pakistan, and conflicts such as the] Russia-Ukraine military conflict and the military [removed: conflict] [added: conflicts] in the Middle East, including the effect of these events and conditions on customers, customer retention and demands for our products and services;

[added: An entity that is subject to conflicting] laws in multiple jurisdictions may need to determine a means to comply with such laws.

–uncertain, evolving and new laws and regulations, including [added: employment laws, various proposed and enacted data laws including] those [added: relating to data sharing, portability of data services, cybersecurity rules, and laws and regulations] applicable to the financial services industries, such as the EU’s implementation of DORA in January 2025, and to the protection of intellectual property and to the emergence of LLMs in the context of Gen AI and other technologies, such as the EU AI [removed: Act,] [added: Act and other AI legislation,] including the effect of these laws and regulations on our customers and on the products and services that we offer;

–difficulties and delays in translating documentation into foreign languages; [added: and]

–potentially adverse tax [removed: consequences; and][added: consequences.]

[removed: Any determination] [added: Violations] or allegations, even if unfounded, that the Company has violated [removed: sanctions, anti-bribery or anti-corruption] [added: such] laws [added: and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies and restrictions on business conduct and] could have a material adverse effect on Moody’s [added: reputation, its ability to attract and retain employees, its] business, operating results and financial condition.

Moody’s ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports its businesses and the communities in which Moody’s [removed: is located,] [added: has large employee populations,] including: (i) New York City, the location of Moody’s headquarters, (ii) [added: India, (iii)] major cities worldwide in which Moody’s has offices, and [removed: (iii)] [added: (iv)] locations that may be affected by the Russia-Ukraine military conflict and the military [removed: conflict] [added: conflicts] in the Middle East.

Any significant failure, compromise, cyber-breach, interruption or a significant slowdown of operations of the Company’s infrastructure, whether due to human error, capacity constraints, hardware failure or defect, weather (including climate-related risks), natural disasters, fire, power loss, telecommunication failures, break-ins, [added: sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s ability to deliver its products and services.]

Current market, economic and government factors could negatively impact the volume of debt securities issued in global capital markets and the demand for credit ratings, which [removed: is] [added: could] materially and adversely affect the Company’s business, operating results and financial condition.

These factors include increases in or uncertainty around interest rates (as well as related monetary policy by governments in the response to factors such as inflation, inflationary pressures, increases or volatility in mortgage rates, widening credit spreads, regulatory and political developments (including [removed: the change] [added: evolving government policies] in the U.S. [removed: Presidential administration] and [added: abroad, the enactment of the OBBBA, and geopolitical] uncertainty in various jurisdictions where Moody's operates), difficult economic conditions, growth in the use of alternative sources of credit, and defaults by significant issuers.

The ability to [removed: develop and] [added: develop,] successfully launch and maintain innovative products, technologies and services that anticipate customers’ and investors’ changing requirements and utilize emerging technological trends in a timely and cost-effective manner is a key factor in maintaining a competitive market position.

Competitors may develop quantitative methodologies or related services, including services based on Gen [removed: AI,] [added: AI or utilizing agentic AI workflows,] for assessing credit [added: or climate] risk that customers and market participants may deem preferable, more cost-effective or more valuable than the [removed: credit] risk assessment methods currently employed by [removed: Moody’s, or may position, price or market their products in manners that differ from those utilized by] Moody’s.

[added: Moody’s also] competes indirectly against consulting firms and technology and information providers, some of whom are also suppliers to Moody’s; these indirect competitors could in the future choose to compete directly with Moody’s, cease doing business with Moody’s or change the terms under which they do business with Moody’s in a way that could negatively impact our business.

[removed: In addition, customers or] others may develop alternative, proprietary systems for assessing risk, including credit and climate risk.

[removed: Recent weak economic growth has intensified competitive] [added: Competitive] pricing [removed: pressures,] [added: pressures have intensified,] which may result in customers’ use of free or lower-cost information that is increasingly becoming available from alternative sources or their development of alternative, proprietary systems for assessing credit risk that replace the products currently purchased from Moody’s.

Factors that may have already affected credibility and could potentially continue to have an impact [removed: in this regard] include the appearance of conflicts of interest, the performance of securities relative to the ratings assigned to such securities, the timing and nature of changes in ratings and rating methodologies, a major compliance failure, [added: security breaches or cyber-attacks (including those impacting our third-party vendors or other service providers), accuracy and timelines of our data, analytics, AI models and outputs,] negative perceptions or publicity and increased criticism by users of [removed: ratings, regulators] [added: ratings] and [added: other Company products and services, regulators, media influencers, and] legislative bodies, including as to the ratings process, or the Company’s recent sustainability strategies and our incorporation of [removed: climate-] [added: climate] and other sustainability-related risks in the Company's rating [removed: process,] [added: process or other product] and [added: service offerings, and] intentional, poor representation of our products and services by our partners or agents, manipulation of our products and services by third parties, or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information, social media or other external communications.

Operational errors, including calculation or methodological errors, or errors in [removed: software] [added: software, data] or [removed: data,] [added: outputs from our AI-supported products,] whether by Moody’s or a Moody’s competitor, could also harm the reputation of the Company or the industries in which the Company operates.

Our [removed: reputation] [added: Reputation] or [removed: business could be negatively impacted] [added: Business Could Be Negatively Impacted] by [removed: ESG matters] [added: Sustainability Matters] and [removed: our reporting] [added: Our Reporting] of [removed: such matters][added: Such Matters]

Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have focused on various [removed: environmental, social policy,] [added: sustainability matters, including environmental impact,] human [removed: rights,] [added: capital,] and [removed: other sustainability matters.][added: human rights.]

We communicate [removed: certain sustainability initiatives,] [added: our] goals and [removed: commitments (including with respect] [added: initiatives related] to [removed: environmental matters, social] [added: these] matters [removed: and other matters), in our] [added: via] various public [removed: disclosures, Task Force on Climate-related Financial Disclosures Report,] [added: disclosures available] on our website, in our filings with the [removed: SEC] [added: SEC,] and elsewhere.

Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.

20 MOODY'S 2025 10-K

Certain products currently offered by MIS may fall into scope of the EU Regulation on ESG Rating Activities, which could impose new substantive and procedural requirements on MIS relating to those products similar to those applicable to credit ratings.

In addition, EU CRAs are also subject to DORA, which imposes a range of requirements in relation to the management of ICT risk, regulatory reporting, testing and the management of risks related to ICT services provided by third-parties.

MOODY'S 2025 10-K 21

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

Compliance with the regulation, in its current form, could increase the Company’s costs and expose it to the risk of penalties or fines for noncompliance; however, the ultimate impact of the EU AI Act on the Company remains uncertain, as the European Commission has proposed measures intended to reduce the regulatory burden on businesses.

In addition, numerous other foreign jurisdictions and U.S. states have proposed or enacted legislation relating to the development and use of GenAI.

Moody's may face additional government investigations and inquiries related to the private credit

22 MOODY'S 2025 10-K

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market, where there has been increased regulatory attention relating to the rapid growth of private credit, new financing structures, and CRA ratings for private credit-related instruments, issuers, and credit facilities.

Additionally Moody’s development of new technologies, including Gen AI and agentic AI product offerings may introduce new risks.

Large language models, agentic workflows and related AI-technologies licensed by or developed by the Company, and the data used to train or power them may be incomplete or inadequate, our Gen AI or agentic AI products or platforms may result in adverse impacts to our business operations or reputation and increased regulatory scrutiny and exposure to litigation.

We also incorporate third-party software, including open-source software components, in certain of our products and services.

Our reliance on third-party and open-source software exposes us to risks of non-compliance, including potential audits, litigation, injunctions, and the forced disclosure of our proprietary intellectual property, which could materially impact our financial results and operations.

The Company’s ability to establish, maintain and protect its intellectual

MOODY'S 2025 10-K 23

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the OBBBA.

The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

Additional regulatory guidance interpreting or clarifying the OBBBA may affect our expected future effective tax rates and tax assets and liabilities which could have a material adverse effect on Moody’s business, results of operations, cash flows and financial condition.

24 MOODY'S 2025 10-K

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–restrictive actions of governmental authorities in the jurisdictions in which we operate which may affect trade, cross-border data transfer, and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership;

Additionally, refer to the risk factor below entitled "*The Company Is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information.*"

MOODY'S 2025 10-K 25

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

In addition, customers or

26 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

Several regulatory oversight regimes for ESG ratings providers which may impose new regulatory requirements on Moody’s include the EU regulation on the transparency and integrity of ESG rating activities, adopted by the European Parliament and Council in November 2024 and published in the Official Journal of the EU in December 2024, or draft legislation published by the United Kingdom in 2024 to empower the FCA to supervise ESG rating providers.

Our pursuit of, or

MOODY'S 2025 10-K 27

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

In addition, there has been a recent increase in “anti-ESG” sentiment in the United States by certain activists, institutions and governmental entities criticizing ESG or climate-focused products and services.

We may face scrutiny, reputational risk, lawsuits or heightened scrutiny from these parties regarding our sustainability initiatives, goals and commitments, even where such initiatives, goals and commitments are expected or required in other jurisdictions outside the United States.

To the extent we continue to make disclosures about our sustainability initiatives, goals and commitments, we could be criticized for such matters, which could negatively impact our reputation or otherwise materially harm our business.

Failure to achieve business objectives

28 MOODY'S 2025 10-K

MOODY'S 2024 10-K 23

24 MOODY'S 2024 10-K

and regulatory requirements on MIS’s business and its customers’ businesses.

These rules apply to, among others, product manufacturers incorporating AI systems into regulated products sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU.

This Act will increase costs to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements for MA products and services.

MA also faces a risk of cost of penalties or fines due to noncompliance.

MOODY'S 2024 10-K 25

Additionally, as Moody’s develops its Gen AI product offerings and/or increases its use of Gen AI, the Company may face increased regulatory scrutiny and exposure to increased litigation.

26 MOODY'S 2024 10-K

An entity that is subject to conflicting

MOODY'S 2024 10-K 27

–the possibility of nationalization, expropriation, price controls and other restrictive governmental actions;

–reduced protection for intellectual property rights;

–complexities of compliance with employment laws, various proposed and enacted data privacy laws, and cybersecurity rules in numerous jurisdictions.

Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies and restrictions on business conduct and could have a material adverse effect on Moody’s reputation, its ability to attract and retain employees, its business, operating results and financial condition.

28 MOODY'S 2024 10-K

sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s ability to deliver its products and services.

The increased presence of Gen AI in the market could also lead to increased expectations from customers and market participants that higher quality information will be delivered on advanced timelines.

Moody’s also

MOODY'S 2024 10-K 29

30 MOODY'S 2024 10-K

disclosures.

MOODY'S 2024 10-K 31

Cybersecurity incidents, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or

32 MOODY'S 2024 10-K

For example, GDPR greatly increased the jurisdictional reach of European Union privacy law and added a broad array of requirements for processing personal data, including the public disclosure of significant data breaches.

Failure to comply with GDPR requirements could result in penalties of up to 4% of annual worldwide revenue.

Data privacy laws have also been passed in numerous U.S. states, including Iowa, Indiana, Tennessee, Delaware, New Jersey, Kentucky, Maryland, Minnesota, Nebraska, New Hampshire and Rhode Island that will go into effect over the course of 2024, 2025 and 2026.

To date, such attacks have not resulted in a material adverse impact to Moody’s business operations, but there can be no guarantee the Company will not experience such an impact in the future.

See “Forward-Looking Statements” commencing on page [removed: [61](#ie35c9ceabbc14a06885e28e4120605da_151)] [added: [64](#ic407e0bb9b65409587ac5de0ae19ee1b_154)] and Item 1A.

“Risk Factors” commencing on page [removed: [23](#ie35c9ceabbc14a06885e28e4120605da_61)] [added: [20](#ic407e0bb9b65409587ac5de0ae19ee1b_64)] for a discussion of uncertainties, risks and other factors associated with these statements.

MA leverages its [added: proprietary data and analytics and deep] industry [removed: expertise] [added: knowledge] across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

[removed: The] [added: Subsequent to the aforementioned reorganization of the MA reporting unit structure, the] Company [added: now] has [removed: four] [added: three] reporting units: two [removed: reporting units] within [removed: MA consisting of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions, and two within] the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings [removed: operations).][added: operations) and one reporting unit within MA.]

[removed: At July 31, 2024, the] [added: The] Company [added: last] performed quantitative assessments [removed: for each of the four] [added: on all] reporting units [removed: in accordance with the aforementioned policy.][added: at July 31, 2024.]

[removed: These] [added: The] quantitative assessments [added: performed at July 31, 2024] resulted in fair values that significantly exceeded carrying [removed: value] [added: values] for all reporting units.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding ICRA, as of July 31, [removed: 2024.][added: 2024 (the date of the last quantitative assessment).]

[removed: Long-lived] [added: Impairment of Long-lived] assets

Long-lived assets, which consist primarily of amortizable intangible assets, [removed: operating] [added: internal-use computer software,] lease ROU Assets and property and equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

[removed: Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of] temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.

[removed: than-not] [added: A tax position that meets this more-likely-than-not] threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, [removed: 2024] [added: 2025] were derived using a cash flow matching method whereby the Company compares each plan’s projected payment obligations by year with the corresponding yield on the FTSE pension discount curve.

For Moody’s Retirement Plans, the total actuarial losses as of December 31, [removed: 2024] [added: 2025] that have not been recognized in annual expense are [removed: $48] [added: $41] million, and Moody’s expects the net periodic expense related to the amortization of net actuarial (losses)/gains will be immaterial in [removed: 2025.][added: 2026.]

[added: As permitted under ASC Topic 715, the Company amortizes the impact] of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to amortization.

As of December 31, [removed: 2024,] [added: 2025,] the Company has an unrecognized loss of [removed: $68] [added: $27] million, of which [removed: $19] [added: $20] million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of [removed: 2025] [added: 2026] expense.

The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s [removed: 2025] [added: 2026] income before provision for income taxes.

These effects have been calculated using the Company’s current projections of [removed: 2025] [added: 2026] expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.

| (dollars in millions) | | | Assumptions Used for [removed: 2025] [added: 2026] | | | | | | Estimated Impact on [removed: 2025] [added: 2026] Income before Provision for Income Taxes (Decrease) Increase | | |

| Weighted Average Discount Rates (1) | | | [removed: 5.43%/5.40%] [added: 5.24%/5.30%] | | | | | | $ | [removed: (4)] [added: (6)] | |

| Weighted Average Assumed Compensation Growth Rate | | | [removed: 3.60%] [added: 3.10%] | | | | | | $ | 1 | |

| Assumed Long-Term Rate of Return on Pension Assets | | | [removed: 6.60%] [added: 6.95%] | | | | | | $ | (5) | |

(1)Weighted average discount rates of [removed: 5.43%] [added: 5.24%] and [removed: 5.40%] [added: 5.30%] for pension plans and Other Retirement Plans, respectively.

Based on current projections, the Company estimates that net periodic expense related to Retirement Plans will be immaterial in [removed: 2025.][added: 2026.]

The Company is organized into two reportable segments at December 31, [removed: 2024:] [added: 2025:] MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 20 to the consolidated financial statements.

*This section of this Form 10-K generally discusses the year ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] financial results and year-to-year comparisons between these years.

Discussions related to the year ended December 31, [removed: 2023] [added: 2024] financial results and year-to-year comparisons between the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended* *December 31, [removed: 2023.*][added: 2024.*]

Year ended December 31, [removed: 2024] [added: 2025] compared with year ended December 31, [removed: 2023][added: 2024]

The following table provides an executive summary of key operating results for the year ended December 31, [removed: 2024.][added: 2025.]

| Financial measure: | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | % Change Favorable (Unfavorable) | | | Insight and Key Drivers of Change Compared to Prior Year | | |

| Moody's total revenue | | | $ | [removed: 7,088] [added: 7,718] | | $ | [removed: 5,916] [added: 7,088] | | [removed: 20] [added: 9] | | % | — reflects [added: strong revenue] growth in both segments | | |

| MA external revenue | | | $ | [removed: 3,295] [added: 3,599] | | $ | [removed: 3,056] [added: 3,295] | | [removed: 8] [added: 9] | | % | — sustained demand for [removed: KYC,] insurance [removed: offerings] and [removed: SaaS-based banking solutions; — ongoing strong retention for ratings data feeds and company data applications;] [added: KYC offerings;] and — continued demand [removed: and sales growth] for credit [removed: and economic] research [added: and ratings data feed] product offerings [added: — Organic constant currency revenue(1) growth was 7%, and ARR(2) grew 8%] | | |

| Total operating and SG&A expenses | | | $ | [removed: 3,680] [added: 3,776] | | $ | [removed: 3,319] [added: 3,680] | | [removed: (11] [added: (3] | | %) | — higher [removed: incentive and stock-based compensation aligned with financial and operating performance; and — higher] salaries and benefits reflecting an increase in [removed: headcount] [added: headcount, including from acquisitions,] and annual salary [added: increases; and —] increases in [removed: both segments] [added: technology infrastructure costs within the MA segment attributable to operational growth; *partially offset by* — a decrease in incentive compensation which aligns with financial and operational performance relative to targets] | | |

| Depreciation and amortization | | | $ | [removed: 431] [added: 480] | | $ | [removed: 373] [added: 431] | | [removed: (16] [added: (11] | | %) | — higher amortization [removed: relating to] [added: of] internally developed software, primarily related to the development of MA [removed: SaaS solutions] [added: cloud-based solutions; and — amortization of recently acquired intangible assets] | | |

| Restructuring | | | $ | [removed: 59] [added: 108] | | $ | [removed: 87] [added: 59] | | [removed: 32] [added: (83] | | [removed: %] [added: %)] | — relates to the Company's restructuring programs, more fully discussed in Note 9 to the consolidated financial statements | | |

| Charges related to asset abandonment | | | $ | [removed: 43] [added: 3] | | $ | [removed: —] [added: 43] | | [removed: NM] [added: 93] | | [added: %] | — costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which [removed: is] [added: are] more fully discussed in Note 22 to the consolidated financial statements | | |

| Adjusted Operating [removed: Margin(1)] [added: Margin (1)] | | | [removed: 48.1] [added: 51.1] | | % | [removed: 43.9] | | [added: | 48.1 | |] % | [removed: 420BPS] | | | | | |

| Adjusted Diluted EPS(1) | | | $ | [removed: 12.47] [added: 14.94] | | $ | [removed: 9.90] [added: 12.47] | | [removed: 26] [added: 20] | | % | | | |

| United States | | | $ | [removed: 3,836] [added: 4,171] | | | | | $ | [removed: 3,071] [added: 3,836] | | | | | [removed: 25] [added: 9] | | % |

| EMEA | | | [removed: 2,174] [added: 2,376] | | | | | | [removed: 1,886] [added: 2,174] | | | | | | [removed: 15] [added: 9] | | % |

Prior to 2025, MA's reporting unit structure consisted of two reporting units comprised of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions.

During the first quarter of 2025, MA reorganized its management and reporting structure, which affected the composition of the reporting units within the MA reportable segment.

As a result, MA's reporting unit structure now consists of one reporting unit, which is consistent with the segment's current management structure and operating model.

This reorganization did not result in a change to the Company's reportable segments.

The Company performed assessments of the reporting units impacted by the reorganization immediately before and

36 MOODY'S 2025 10-K

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

At July 31, 2025, the Company performed qualitative assessments for each reporting unit.

These qualitative assessments resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.

Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of

MOODY'S 2025 10-K 37

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38 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

MOODY'S 2025 10-K 39

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

40 MOODY'S 2025 10-K

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| MIS external revenue | | | $ | 4,119 | | $ | 3,793 | | 9 | | % | — strong investor demand and tight credit spreads supported revenue growth in all ratings LOBs | | |

| Total non-operating (expense) income, net | | | $ | (221) | | $ | (176) | | (26 | | %) | — a net expense reflecting the release of an indemnification asset and tax-related interest accruals associated with the resolution of tax exposures assumed in a prior-year M&A transaction. These amounts offset the tax benefit described in the ETR section below, and accordingly, have no impact on diluted or Adjusted Diluted EPS(1); *partially offset by* — a gain on the divestiture of the MA Learning Solutions business as more fully discussed in Note 22 to the consolidated financial statements. | | |

| Operating Margin | | | 43.4 | | % | 40.6 | | % | 280BPS | | | — Operating margin and Adjusted Operating Margin(1) expansion reflects revenue growth coupled with disciplined cost management | | |

| ETR | | | 21.3 | | % | 23.7 | | % | 240BPS | | | — Primarily reflects tax benefits recognized in 2025 pursuant to the lapse of a statute of limitations related to tax exposures assumed in a prior-year M&A transaction, as more fully discussed in Note 15 to the consolidated financial statements. These amounts offset the net expense described in the non-operating (expense) income, net section above, and accordingly, have no impact on diluted or Adjusted Diluted EPS(1) | | |

| Diluted EPS | | | $ | 13.67 | | $ | 11.26 | | 21 | | % | — increase reflects the aforementioned revenue growth and margin expansion | | |

MOODY'S 2025 10-K 41

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| | | | 2025 | | | | | | 2024 | | | | | | | | |

| SG&A | | | 1,803 | | | | | | 1,735 | | | | | | (4 | | %) |

| Gain on divestiture of business | | | 23 | | | | | | — | | | | | | NM | | |

2025\---------------------------------------------------------------------------------------2024

   

42 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| — a decrease in incentive compensation, which aligns with actual financial and operational performance relative to targets; *mostly offset by* | | | — costs associated with recent acquisitions; and | | |

| — increases in increases in technology infrastructure costs correlated with operating growth | | | | | |

MOODY'S 2025 10-K 43

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| — growth in salaries and benefits attributable to hiring and salary increases to support continued business growth, coupled with costs from recent acquisitions; *partially offset by* | | | — costs to support business growth, including from recent acquisitions | | |

| — a decrease in incentive compensation, which aligns with actual financial and operational performance relative to targets | | | | | |

| | | | | | | Operating margin 43.4%, up 280 BPS | | | | | | | | | Adjusted Operating Margin 51.1%, up 300 BPS | | |

44 MOODY'S 2025 10-K

38 MOODY'S 2024 10-K

A tax position that meets this more-likely-

MOODY'S 2024 10-K 39

As permitted under ASC Topic 715, the Company amortizes the impact

40 MOODY'S 2024 10-K

MOODY'S 2024 10-K 41

42 MOODY'S 2024 10-K

| MIS external revenue | | | $ | 3,793 | | $ | 2,860 | | 33 | | % | reflects issuance growth across all LOBs resulting from: — favorable market conditions for issuers, due to sustained tight credit spreads and declining interest rates that drove strong refinancing activity; and — demand from investors as yields remained high for a majority of the year | | |

| Total non-operating (expense) income, net | | | $ | (176) | | $ | (202) | | 13 | | % | — an increase in interest income of $39 million due to higher cash and short-term investment balances and higher interest rates; and — a net decrease of $30 million in foreign exchange losses recorded during the year mainly attributable to an immaterial out-of-period adjustment relating to the 2022 fiscal year recorded in the first quarter of 2023; *partially offset by:* — an increase in tax-related interest expense of $21 million mainly due to the favorable resolution of tax matters in the prior year | | |

| Operating Margin | | | 40.6 | | % | 36.1 | | % | 450BPS | | | — operating margin and Adjusted Operating Margin(1) expansion reflects strong revenue growth, particularly in MIS, outpacing operating and SG&A expense growth | | |

| ETR | | | 23.7 | | % | 16.9 | | % | (680BPS) | | | — higher ETR primarily reflects tax benefits recognized in the first quarter of 2023, which resulted from the resolutions of UTPs in various U.S. and non-U.S. tax jurisdictions | | |

| Diluted EPS | | | $ | 11.26 | | $ | 8.73 | | 29 | | % | — increase reflects growth in operating income/Adjusted Operating Income(1) driven mainly by increases in MIS revenue, *partially offset by:* — a $0.76 per share benefit in the prior year resulting from the resolutions of tax matters in the first quarter of 2023 | | |

MOODY'S 2024 10-K 43

| | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| SG&A | | | 1,735 | | | | | | 1,632 | | | | | | (6 | | %) |

2024\---------------------------------------------------------------------------------------2023

44 MOODY'S 2024 10-K

| — higher incentive and stock-based compensation aligned with headcount growth and financial and operating performance | | | — a charge in 2024 relating to a regulatory investigation, which is more fully discussed in Note 19 to the consolidated financial statements; and | | |

| | | | — increases in costs to support operating growth, including investments to support technology and innovation | | |

MOODY'S 2024 10-K 45

| | | | | | | Operating margin 40.6%, up 450 BPS | | | | | | | | | Adjusted Operating Margin 48.1%, up 420 BPS | | |

| — higher interest income of $39 million reflecting higher cash and short-term investment balances and interest yields; *partially* *offset by:* | | | | | | — a $30 million net decrease in foreign currency losses mainly attributable to an immaterial out-of-period adjustment relating to the 2022 fiscal year recorded in the first quarter of 2023; *partially offset by:* | | |

| — an increase of $21 million in tax-related interest mainly reflecting the favorable resolution of tax matters in the prior year | | | | | | — a benefit of $9 million in the prior year related to the favorable resolution of various tax matters | | |

| | | | | | | ETR ⇑ 680BPS | | |

The increase in the ETR primarily reflects $113 million in tax benefits recognized in the first quarter of 2023, which resulted from the resolutions of UTPs in various U.S. and non-U.S. tax jurisdictions that did not recur in 2024.

This was partially offset by a $0.76 per share benefit in the prior year related to the resolution of tax matters in the first quarter of 2023.

46 MOODY'S 2024 10-K

–ARR(2) increased 9% reflecting strong growth across all LOBs.

MOODY'S 2024 10-K 47

–Insurance revenue and ARR(2) grew 9% and 12%, respectively.

–the aforementioned recurring revenue growth for Insurance and Banking was partially offset by a decline in transaction revenue of 39% and 10%, respectively, reflecting MA's continued strategic shift to subscription-based solutions.

The aforementioned factors contributed to overall ARR(2) growth for DS of 12%.

48 MOODY'S 2024 10-K

   

   

MOODY'S 2024 10-K 49

| Compensation expenses of $1,370 million increased $132 million: | | | | | | Non-compensation expenses of $731 million increased $23 million: | | |

| — the growth in salaries and benefits reflects higher headcount and annual salary increases to support business growth; and | | | | | | — the modest increase is mostly attributable to costs to support operating growth, including investments in technology and innovation | | |

| — the increase in incentive and stock-based compensation is driven by higher headcount and financial and operating performance | | | | | | | | |

Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page [removed: [56](#ie35c9ceabbc14a06885e28e4120605da_124)] [added: [56](#ic407e0bb9b65409587ac5de0ae19ee1b_127)] of this annual report on Form 10-K.

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 [removed: thrive.][added: thrive in a dynamic global environment.]

[added: |] Moody's is helping customers accelerate value creation in an era of exponential [removed: risk.][added: risk by embedding our decision-grade intelligence directly into customer workflows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Moody's | | |  | | | | | | ] [added: ] | | | | | | [removed: ] [added: ] | | | | | | [removed: ] | | | [added: ] | | | | | |

[removed: We provide tools that enable] [added: | | | | | | | Enabling] Banks, Insurers, Investors, Corporations and Governments to... [added: | | | | | | | | | | | | | | |]

| What do we do? | | | [added: | | |] Issue, Originate, Select, Underwrite | | | [added: | | |] Identify, Measure, Monitor & Manage Risk | | | [added: | | |] Verify, Comply, Plan & Report | | |

[added: | | | | | | |] Leveraging [removed: an unrivaled set of] [added: AI, decision-grade] data, [removed: analytics,] [added: analytics] & domain expertise across... [added: | | | | | | | | | | | | | | | | | | | | |]

| How do we do this? | | | [added: | | |] Credit Companies | | | [added: | | |] Properties Securities | | | [added: | | |] People Economies | | | [removed: ESG] [added: | | |] Climate [added: ESG] | | |

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

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

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

MA is comprised of: i) a premier fixed income and economic research business (Research & Insights); ii) a data business powered by the world’s largest database on companies and credit (Data & Information); and iii) three cloud-based subscription businesses serving banking, insurance and KYC workflows (Decision [removed: Solutions).][added: Solutions), enabling customers to integrate Moody's proprietary data and analytics through a number of delivery channels.]

| [removed:  | | | 165+ | | | | | | ] [added: ] | | | [removed: 2,600+] | | | [added: ] | | | [removed: ] [added: ] | | | [removed: 600+] [added: ] | | |

Moody's [removed: aims to deliver] [added: manages its business with the goal of delivering] value to all [added: of its] stakeholders, including [added: its] customers, employees, [added: business] partners, [added: local] communities, and stockholders.

[removed: We consider sustainability in] [added: Moody's considers sustainability-related factors throughout] our operations, [added: value chain,] products, and services.

Finally, the Compensation & Human Resources Committee oversees inclusion of sustainability-related performance goals for determining compensation of [removed: all] [added: certain] senior executives.

The Board also oversees Moody’s policies for assessing and managing the Company's exposure to risk, including climate-related risks such as business continuity disruption and reputational or credibility concerns stemming from incorporation of climate-related risks into our credit rating [removed: methodologies, or analysis of such risks within our products] [added: methodologies] and [removed: services.][added: credit ratings of Moody's Ratings.]

As we strive to make Moody’s a place people want to come and [removed: stay,] [added: grow,] management also carefully monitors [added: local and] global employee turnover rates.

The Global Inclusion Council, [removed: chaired by our CEO and] composed of senior leaders, is charged with oversight of our global inclusion strategy and its progress.

Our operating model includes 11 active BRGs which represent [removed: 48] [added: 51] chapters.

These groups are open to all Moody's employees, with more than [removed: 4,800] [added: 5,300] employees participating globally as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the number of Moody’s employees was as follows:

| MA | | | U.S. | | | | | | [removed: 2,989] [added: 2,822] | | | | | | [removed: 2,992] [added: 2,989] | | | | | | | | | | | | [removed: —] [added: (6)] | | % |

| | | | Non-U.S. | | | | | | [removed: 5,156] [added: 4,981] | | | | | | [removed: 4,872] [added: 5,156] | | | | | | | | | | | | [removed: 6] [added: (3)] | | % |

| | | | Total | | | | | | [removed: 8,145] [added: 7,803] | | | | | | [removed: 7,864] [added: 8,145] | | | | | | | | | | | | [removed: 4] [added: (4)] | | % |

| MIS | | | U.S. | | | | | | [removed: 1,571] [added: 1,556] | | | | | | [removed: 1,490] [added: 1,571] | | | | | | | | | | | | [removed: 5] [added: (1)] | | % |

| | | | Non-U.S. | | | | | | [removed: 4,186] [added: 4,572] | | | | | | [removed: 3,870] [added: 4,186] | | | | | | | | | | | | [removed: 8] [added: 9] | | % |

| | | | Total | | | | | | [removed: 5,757] [added: 6,128] | | | | | | [removed: 5,360] [added: 5,757] | | | | | | | | | | | | [removed: 7] [added: 6] | | % |

| MSS | | | U.S. | | | | | | [removed: 696] [added: 665] | | | | | | [removed: 749] [added: 696] | | | | | | | | | | | | [removed: (7)] [added: (4)] | | % |

| | | | Non-U.S. | | | | | | [removed: 1,240] [added: 1,480] | | | | | | [removed: 1,187] [added: 1,240] | | | | | | | | | | | | [removed: 4] [added: 19] | | % |

| | | | Total | | | | | | [removed: 1,936] [added: 2,145] | | | | | | 1,936 | | | | | | | | | | | | [removed: —] [added: 11] | | % |

| Total MCO | | | U.S. | | | | | | [removed: 5,256] [added: 5,043] | | | | | | [removed: 5,231] [added: 5,256] | | | | | | | | | | | | [removed: —] [added: (4)] | | % |

| | | | Non-U.S. | | | | | | [removed: 10,582] [added: 11,033] | | | | | | [removed: 9,929] [added: 10,582] | | | | | | | | | | | | [removed: 7] [added: 4] | | % |

| | | | Total [added: (1)] | | | | | | [removed: 15,838] [added: 16,076] | | | | | | [removed: 15,160] [added: 15,838] | | | | | | | | | | | | [removed: 4] [added: 2] | | % |

[removed: As such,] [added: While Moody’s operations have a limited direct environmental impact,] the Company is taking steps to reduce emissions across its operations and value chain in accordance with its decarbonization strategy.

Our decarbonization plan outlines tangible strategies for realizing our climate [removed: ambitions,] [added: goals,] including the procurement of 100% of renewable electricity in the Company’s office spaces and optimizing efficiencies in its operations through its hybrid work program.

[removed: The Company continues to take steps to integrate these] [added: We have integrated RMS’ climate] capabilities into [added: our] existing offerings [removed: to provide its] [added: and as a result we are providing] analysts and researchers with streamlined access to consistent and high-quality climate insights.

| Invest with intent to grow and strengthen our core business with a foundation of credibility, transparency, technology, data and analytics [added: and decision enablement] | | | | | | Invest in integrated solutions to allow customers to manage multiple risks, bringing the best of Moody's capabilities | | | | | | | | | Invest to successfully scale in priority growth markets with highly differentiated products and services | | | | | |

| [removed: ] [added: ] | | | | | | [removed: ] [added: ] | | | | | | | | | [removed: ] [added: ] | | | | | |

| [removed: ] [added: ] | | | [added: Proprietary information] | | | [removed: ] | | | [removed: ] [added: ] | | | [removed: ] [added: Publications] | | | [added: | | |  | | | Databases | | |]

| Enhancements to ratings quality and product extensions | | | | | | Expansion in emerging markets | | | New products, services, [removed: content] [added: proprietary data] and technology capabilities, including Gen [removed: AI,] [added: AI and Agentic AI offerings,] to [removed: meet customer demands] [added: help customers attain competitive advantage and improve internal productivity] | | | Investments that extend ownership and participation in joint ventures as well as acquisitions and strategic partnerships that accelerate the ability to scale and grow Moody’s businesses | | |

Moody’s offerings are distinguished by our vast proprietary and curated data and validated analytical models, which provide the trusted foundation that enable our customers to navigate an increasingly complex risk landscape.

Moody’s solutions enable the transformation of information into decision-grade intelligence, which is deeply interconnected across risk domains.

Moody's also offers valuable insights into financial stability and creditworthiness for organizations, debt instruments, and securities, serving a key role in bringing transparency to the global debt markets.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Moody's | | | | | | Ratings | | | | | | Research & Insights | | | | | | Data & Information | | | | | | Decision Solutions | | | | | | | | |

| | | | | | | | | | | | | Banking | | | Insurance | | | KYC | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Agency of Choice | | | | | | Premier fixed income research business | | | | | | Unparalleled, decision-grade intelligence | | | | | | Serving mission critical workflows across lending, underwriting, and KYC | | | | | | | | | | | |

10 MOODY'S 2025 10-K

We use our expertise, technology tools, and research and analytical services to help other organizations evaluate sustainability-related risk and make better risk mitigation and planning decisions.

The Company provides updated information on its sustainability strategy and progress via its sustainability website, and discloses information frequently requested by investors via its sustainability-related disclosures website.

Together, these committee functions support the development of a robust sustainability-related strategy and disclosure framework for the Company.

MOODY'S 2025 10-K 11

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12 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| | | | | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | % | | |

(1) Includes approximately 2,000 employees of majority-owned MIS affiliates for both 2025 and 2024.

We are investing to maintain a highly competitive offering in this evolving field and are working with customers across all industries to better understand, manage, mitigate and report on their climate related risk exposures.

MOODY'S 2025 10-K 13

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

Our solutions incorporate decades of financial and risk expertise and domain knowledge into integrated, decision-grade intelligence that can be embedded into our customers' mission-critical workflows through a variety of channels.

14 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

Through enablement of Gen AI and agentic AI, both through internal innovations and certain strategic partnerships, we are evolving how Moody's delivers insights on exponential risk to our customers with the potential to reimagine knowledge-intensive workflows, activate deeper insights and empower confident, intelligent decision-making for organizations globally.

We believe our trusted and curated proprietary data, as well as our domain expertise, are crucial in an environment that is increasingly using Gen AI and agentic AI.

The integration of AI and agentic solutions across our platforms, grounded in and informed by our vast proprietary and curated data, enables our customers to increase their efficiency and productivity, ultimately transforming how organizations work and manage risk to make decisions.

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[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

EU CRAs are also subject to DORA, which imposes a range of requirements in relation to the management of ICT risk, regulatory reporting, testing and the management of risks related to ICT services provided by third-parties.

DORA also establishes an EU-wide oversight framework for ICT service providers who are designated by the EU supervisory authorities as CTPPs.

MIS is not an ICT service provider.

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10 MOODY'S 2024 10-K

MA creates a holistic view on risk provided by our vast set of proprietary data, analytics, and domain expertise across a range of areas, including credit, companies, properties, securities, people, economies, ESG, climate and more.

MA's integrated and technology-enabled solutions provide unique capabilities and insights that are embedded in customer workflows.


MOODY'S 2024 10-K 11

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| MA by the Numbers | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | 14,800+ | | | | | |  | | | 6,700+ | | | | | |  | | | 800+ | | |

| MA Customers | | | | | | Corporates and Professional Services | | | | | | Real Estate Entities | | | | | | | | | | | |

| Countries where MA customers operate | | | | | | Commercial Banks | | | | | | Educational Institutions | | | | | | | | | | | |

| | | | | | | | | |  | | | 1,900+ | | | | | |  | | | 200+ | | |

| | | | | | | | | | Asset Managers | | | | | | Securities Dealers and Investment Banks | | | | | | | | |

| | | | | | | | | |  | | | 900+ | | | | | |  | | | 200+ | | |

| | | | | | | | | | Government Entities | | | | | | Others | | | | | | | | |

| | | | | | | | | |  | | | 900+ | | | | | | | | | | | |

| | | | | | | | | | Insurance Companies | | | | | | | | | | | | | | |

12 MOODY'S 2024 10-K

| | | | | | | | | | | | | | | | | | | | | |

| The Benefits of a Moody's Rating | | | | | | | | | | | | | | | | | | | | |

| *Investors seek Moody's opinions and particularly value the knowledge of its analysts and the depth of Moody's research* | | | | | | | | | | | | | | | | | | | | |

|  | | | | | |  | | | | | |  | | | | | |  | | |

| Access to capital | | | | | | Transparency, credit comparison and market stability | | | | | | Planning and budgeting | | | | | | Analytical capabilities | | |

| •Moody’s opinions on credit are used by institutional investors throughout the world, making an issuer’s debt potentially more attractive to a wide range of buyers. | | | | | | •Signals a willingness by issuers to be transparent and provides issuers with an independent assessment against which to compare creditworthiness. | | | | | | •May help issuers when formulating internal capital plans and funding strategies. | | | | | | •Among ratings advisors, Moody’s has a strong position and is well-recognized for the depth and breadth of its analytical capabilities. | | |

| •A Moody’s rating may facilitate access to both domestic and international debt capital. | | | | | | •Moody’s ratings and research reports may help maintain investor confidence, especially during periods of market stress. | | | | | | | | | | | | | | |

| MIS by the Numbers | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | $75.8+ trillion | | | | | |  | | | 4,800+ | | | | | |  | | | 3,300+ | | |

| Total Rated Debt Outstanding | | | | | | Non-Financial Corporates | | | | | | Financial Institutions | | | | | | | | | | | |

|  | | | 33,300+ | | | | | |  | | | 14,400+ | | | | | |  | | | 8,900+ | | |

| Rated Organizations and Structured Deals | | | | | | U.S. Public Finance Issuers | | | | | | Structured Finance Deals | | | | | | | | | | | |

|  | | | 190+ | | | | | |  | | | 1,000+ | | | | | |  | | | 380+ | | |

| Rating Methodologies | | | | | | Infrastructure & Project Finance Issuers | | | | | | Sub-Sovereigns | | | | | | | | | | | |

| | | | | | | | | |  | | | 140+ | | | | | |  | | | 50 | | |

| | | | | | | | | | Sovereigns | | | | | | Supranational Institutions | | | | | | | | |

FOR THE FISCAL YEAR ENDED December 31, [removed: 2024][added: 2025]

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, [removed: 2024] [added: 2025] (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately [removed: $77] [added: $87] billion.

As of January 31, [removed: 2025, 180.0] [added: 2026, 177.3] million shares of Common Stock of Moody’s Corporation were outstanding.

Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April [removed: 15, 2025,] [added: 14, 2026,] are incorporated by reference into Part III of this Form 10-K.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

| | | | [Glossary of Terms and [removed: Abbreviations](#ie35c9ceabbc14a06885e28e4120605da_10)] [added: Abbreviations](#ic407e0bb9b65409587ac5de0ae19ee1b_10)] | | | | | | [removed: [4](#ie35c9ceabbc14a06885e28e4120605da_10)] [added: [4](#ic407e0bb9b65409587ac5de0ae19ee1b_10)] | | |

| Item 1. | | | [removed: [BUSINESS](#ie35c9ceabbc14a06885e28e4120605da_16)] [added: [BUSINESS](#ic407e0bb9b65409587ac5de0ae19ee1b_16)] | | | | | | [removed: [10](#ie35c9ceabbc14a06885e28e4120605da_16)] [added: [10](#ic407e0bb9b65409587ac5de0ae19ee1b_16)] | | |

| | | | [The [removed: Company](#ie35c9ceabbc14a06885e28e4120605da_22)] [added: Company](#ic407e0bb9b65409587ac5de0ae19ee1b_22)] | | | | | | [removed: [10](#ie35c9ceabbc14a06885e28e4120605da_22)] [added: [10](#ic407e0bb9b65409587ac5de0ae19ee1b_22)] | | |

| | | | [Human [removed: Capital](#ie35c9ceabbc14a06885e28e4120605da_34)] [added: Capital](#ic407e0bb9b65409587ac5de0ae19ee1b_34)] | | | | | | [removed: [15](#ie35c9ceabbc14a06885e28e4120605da_34)] [added: [11](#ic407e0bb9b65409587ac5de0ae19ee1b_34)] | | |

| | | | [Moody’s [removed: Strategy](#ie35c9ceabbc14a06885e28e4120605da_40)] [added: Strategy](#ic407e0bb9b65409587ac5de0ae19ee1b_43)] | | | | | | [removed: [17](#ie35c9ceabbc14a06885e28e4120605da_40)] [added: [14](#ic407e0bb9b65409587ac5de0ae19ee1b_43)] | | |

| | | | [Prospects for [removed: Growth](#ie35c9ceabbc14a06885e28e4120605da_43)] [added: Growth](#ic407e0bb9b65409587ac5de0ae19ee1b_46)] | | | | | | [removed: [18](#ie35c9ceabbc14a06885e28e4120605da_43)] [added: [15](#ic407e0bb9b65409587ac5de0ae19ee1b_46)] | | |

| | | | [Intellectual [removed: Property](#ie35c9ceabbc14a06885e28e4120605da_52)] [added: Property](#ic407e0bb9b65409587ac5de0ae19ee1b_55)] | | | | | | [removed: [20](#ie35c9ceabbc14a06885e28e4120605da_52)] [added: [17](#ic407e0bb9b65409587ac5de0ae19ee1b_55)] | | |

| | | | [Available [removed: Information](#ie35c9ceabbc14a06885e28e4120605da_55)] [added: Information](#ic407e0bb9b65409587ac5de0ae19ee1b_58)] | | | | | | [removed: [21](#ie35c9ceabbc14a06885e28e4120605da_55)] [added: [18](#ic407e0bb9b65409587ac5de0ae19ee1b_58)] | | |

| | | | [Executive Officers of the [removed: Registrant](#ie35c9ceabbc14a06885e28e4120605da_58)] [added: Registrant](#ic407e0bb9b65409587ac5de0ae19ee1b_61)] | | | | | | [removed: [21](#ie35c9ceabbc14a06885e28e4120605da_58)] [added: [18](#ic407e0bb9b65409587ac5de0ae19ee1b_61)] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#ie35c9ceabbc14a06885e28e4120605da_61)] [added: FACTORS](#ic407e0bb9b65409587ac5de0ae19ee1b_64)] | | | | | | [removed: [23](#ie35c9ceabbc14a06885e28e4120605da_61)] [added: [20](#ic407e0bb9b65409587ac5de0ae19ee1b_64)] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ie35c9ceabbc14a06885e28e4120605da_64)] [added: COMMENTS](#ic407e0bb9b65409587ac5de0ae19ee1b_67)] | | | | | | [removed: [33](#ie35c9ceabbc14a06885e28e4120605da_64)] [added: [31](#ic407e0bb9b65409587ac5de0ae19ee1b_67)] | | |

| Item 1C. | | | [CYBERSECURITY AND RISK [removed: MANAGEMENT](#ie35c9ceabbc14a06885e28e4120605da_67)] [added: MANAGEMENT](#ic407e0bb9b65409587ac5de0ae19ee1b_70)] | | | | | | [removed: [34](#ie35c9ceabbc14a06885e28e4120605da_67)] [added: [31](#ic407e0bb9b65409587ac5de0ae19ee1b_70)] | | |

| Item 2. | | | [removed: [PROPERTIES](#ie35c9ceabbc14a06885e28e4120605da_70)] [added: [PROPERTIES](#ic407e0bb9b65409587ac5de0ae19ee1b_73)] | | | | | | [removed: [35](#ie35c9ceabbc14a06885e28e4120605da_70)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_73)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#ie35c9ceabbc14a06885e28e4120605da_73)] [added: PROCEEDINGS](#ic407e0bb9b65409587ac5de0ae19ee1b_76)] | | | | | | [removed: [35](#ie35c9ceabbc14a06885e28e4120605da_73)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_76)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ie35c9ceabbc14a06885e28e4120605da_76)] [added: DISCLOSURES](#ic407e0bb9b65409587ac5de0ae19ee1b_79)] | | | | | | [removed: [35](#ie35c9ceabbc14a06885e28e4120605da_76)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_79)] | | |

| [PART [removed: II.](#ie35c9ceabbc14a06885e28e4120605da_79)] [added: II.](#ic407e0bb9b65409587ac5de0ae19ee1b_82)] | | | | | | | | | | | |

| Item 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ie35c9ceabbc14a06885e28e4120605da_82)] [added: SECURITIES](#ic407e0bb9b65409587ac5de0ae19ee1b_85)] | | | | | | [removed: [35](#ie35c9ceabbc14a06885e28e4120605da_82)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_85)] | | |

| | | | [Moody’s Purchases of Equity [removed: Securities](#ie35c9ceabbc14a06885e28e4120605da_85)] [added: Securities](#ic407e0bb9b65409587ac5de0ae19ee1b_88)] | | | | | | [removed: [36](#ie35c9ceabbc14a06885e28e4120605da_85)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_88)] | | |

| | | | [Common Stock [removed: Information](#ie35c9ceabbc14a06885e28e4120605da_91)] [added: Information](#ic407e0bb9b65409587ac5de0ae19ee1b_94)] | | | | | | [removed: [36](#ie35c9ceabbc14a06885e28e4120605da_91)] [added: [33](#ic407e0bb9b65409587ac5de0ae19ee1b_94)] | | |

| | | | [Equity Compensation Plan [removed: Information](#ie35c9ceabbc14a06885e28e4120605da_94)] [added: Information](#ic407e0bb9b65409587ac5de0ae19ee1b_97)] | | | | | | [removed: [36](#ie35c9ceabbc14a06885e28e4120605da_94)] [added: [34](#ic407e0bb9b65409587ac5de0ae19ee1b_97)] | | |

| | | | [Performance [removed: Graph](#ie35c9ceabbc14a06885e28e4120605da_97)] [added: Graph](#ic407e0bb9b65409587ac5de0ae19ee1b_100)] | | | | | | [removed: [37](#ie35c9ceabbc14a06885e28e4120605da_97)] [added: [35](#ic407e0bb9b65409587ac5de0ae19ee1b_100)] | | |

| Item 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ie35c9ceabbc14a06885e28e4120605da_100)] [added: OPERATIONS](#ic407e0bb9b65409587ac5de0ae19ee1b_103)] | | | | | | [removed: [38](#ie35c9ceabbc14a06885e28e4120605da_100)] [added: [36](#ic407e0bb9b65409587ac5de0ae19ee1b_103)] | | |

| | | | [Critical Accounting [removed: Estimates](#ie35c9ceabbc14a06885e28e4120605da_109)] [added: Estimates](#ic407e0bb9b65409587ac5de0ae19ee1b_112)] | | | | | | [removed: [38](#ie35c9ceabbc14a06885e28e4120605da_109)] [added: [36](#ic407e0bb9b65409587ac5de0ae19ee1b_112)] | | |

| | | | [Liquidity and Capital [removed: Resources](#ie35c9ceabbc14a06885e28e4120605da_127)] [added: Resources](#ic407e0bb9b65409587ac5de0ae19ee1b_130)] | | | | | | [removed: [57](#ie35c9ceabbc14a06885e28e4120605da_127)] [added: [57](#ic407e0bb9b65409587ac5de0ae19ee1b_130)] | | |

| | | | [Recently Issued Accounting [removed: Pronouncements](#ie35c9ceabbc14a06885e28e4120605da_145)] [added: Pronouncements](#ic407e0bb9b65409587ac5de0ae19ee1b_148)] | | | | | | [removed: [61](#ie35c9ceabbc14a06885e28e4120605da_145)] [added: [63](#ic407e0bb9b65409587ac5de0ae19ee1b_148)] | | |

| | | | [Forward-Looking [removed: Statements](#ie35c9ceabbc14a06885e28e4120605da_151)] [added: Statements](#ic407e0bb9b65409587ac5de0ae19ee1b_154)] | | | | | | [removed: [61](#ie35c9ceabbc14a06885e28e4120605da_151)] [added: [64](#ic407e0bb9b65409587ac5de0ae19ee1b_154)] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ie35c9ceabbc14a06885e28e4120605da_154)] [added: RISK](#ic407e0bb9b65409587ac5de0ae19ee1b_157)] | | | | | | [removed: [63](#ie35c9ceabbc14a06885e28e4120605da_154)] [added: [65](#ic407e0bb9b65409587ac5de0ae19ee1b_157)] | | |

| Item 8. | | | [FINANCIAL [removed: STATEMENTS](#ie35c9ceabbc14a06885e28e4120605da_157)] [added: STATEMENTS](#ic407e0bb9b65409587ac5de0ae19ee1b_160)] | | | | | | [removed: [63](#ie35c9ceabbc14a06885e28e4120605da_157)] [added: [65](#ic407e0bb9b65409587ac5de0ae19ee1b_160)] | | |

| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ie35c9ceabbc14a06885e28e4120605da_271)] [added: DISCLOSURE](#ic407e0bb9b65409587ac5de0ae19ee1b_289)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_271)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_289)] | | |

| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ie35c9ceabbc14a06885e28e4120605da_274)] [added: PROCEDURES](#ic407e0bb9b65409587ac5de0ae19ee1b_292)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_274)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_292)] | | |

| Item 9B. | | | [OTHER [removed: INFORMATION](#ie35c9ceabbc14a06885e28e4120605da_277)] [added: INFORMATION](#ic407e0bb9b65409587ac5de0ae19ee1b_295)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_277)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_295)] | | |

| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ie35c9ceabbc14a06885e28e4120605da_283)] [added: INSPECTIONS](#ic407e0bb9b65409587ac5de0ae19ee1b_301)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_283)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_301)] | | |

| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ie35c9ceabbc14a06885e28e4120605da_289)] [added: GOVERNANCE](#ic407e0bb9b65409587ac5de0ae19ee1b_307)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_289)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_307)] | | |

| Item 11. | | | [EXECUTIVE [removed: COMPENSATION](#ie35c9ceabbc14a06885e28e4120605da_292)] [added: COMPENSATION](#ic407e0bb9b65409587ac5de0ae19ee1b_310)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_292)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_310)] | | |

| Item 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ie35c9ceabbc14a06885e28e4120605da_295)] [added: MATTERS](#ic407e0bb9b65409587ac5de0ae19ee1b_313)] | | | | | | [removed: [117](#ie35c9ceabbc14a06885e28e4120605da_295)] [added: [121](#ic407e0bb9b65409587ac5de0ae19ee1b_313)] | | |

MOODY'S 2025 10-K 1

| [PART I.](#ic407e0bb9b65409587ac5de0ae19ee1b_13) | | | | | | | | | | | |

| | | | [Background](#ic407e0bb9b65409587ac5de0ae19ee1b_19) | | | | | | [10](#ic407e0bb9b65409587ac5de0ae19ee1b_19) | | |

| | | | [Sustainability](#ic407e0bb9b65409587ac5de0ae19ee1b_31) | | | | | | [11](#ic407e0bb9b65409587ac5de0ae19ee1b_31) | | |

| | | | [Climate](#ic407e0bb9b65409587ac5de0ae19ee1b_40) | | | | | | [13](#ic407e0bb9b65409587ac5de0ae19ee1b_40) | | |

| | | | [Competition](#ic407e0bb9b65409587ac5de0ae19ee1b_49) | | | | | | [16](#ic407e0bb9b65409587ac5de0ae19ee1b_49) | | |

| | | | [Regulation](#ic407e0bb9b65409587ac5de0ae19ee1b_52) | | | | | | [17](#ic407e0bb9b65409587ac5de0ae19ee1b_52) | | |

| | | | [The Company](#ic407e0bb9b65409587ac5de0ae19ee1b_106) | | | | | | [36](#ic407e0bb9b65409587ac5de0ae19ee1b_106) | | |

| | | | [Reportable Segments](#ic407e0bb9b65409587ac5de0ae19ee1b_115) | | | | | | [39](#ic407e0bb9b65409587ac5de0ae19ee1b_115) | | |

| | | | [Results of Operations](#ic407e0bb9b65409587ac5de0ae19ee1b_118) | | | | | | [40](#ic407e0bb9b65409587ac5de0ae19ee1b_118) | | |

| | | | [Market Risk](#ic407e0bb9b65409587ac5de0ae19ee1b_127) | | | | | | [56](#ic407e0bb9b65409587ac5de0ae19ee1b_127) | | |

| | | | [Contingencies](#ic407e0bb9b65409587ac5de0ae19ee1b_151) | | | | | | [63](#ic407e0bb9b65409587ac5de0ae19ee1b_151) | | |

2 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| [PART III.](#ic407e0bb9b65409587ac5de0ae19ee1b_304) | | | | | | | | | | | |

| [PART IV.](#ic407e0bb9b65409587ac5de0ae19ee1b_322) | | | | | | | | | | | |

| [INDEX TO EXHIBITS](#ic407e0bb9b65409587ac5de0ae19ee1b_325) | | | | | | | | | [122](#ic407e0bb9b65409587ac5de0ae19ee1b_325) | | |

| [SIGNATURES](#ic407e0bb9b65409587ac5de0ae19ee1b_331) | | | | | | | | | [127](#ic407e0bb9b65409587ac5de0ae19ee1b_331) | | |

MOODY'S 2025 10-K 3

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

4 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| CRRO | | | Chief Risk and Resiliency Officer | | |

| CTPP | | | Critical ICT third-party provider | | |

| 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 | | |

MOODY'S 2025 10-K 5

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| HKD | | | Hong Kong Dollar | | |

| ICR Chile | | | A domestic credit rating agency with operations in Chile; the Company acquired ICR Chile in Q3 2025 | | |

| ICT | | | Information, communication and technology | | |

6 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| NIST | | | The National Institute of Standards and Technology | | |

| OBBBA | | | The “One Big Beautiful Bill Act” enacted into U.S. law on July 4, 2025 | | |

MOODY'S 2025 10-K 7

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

8 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

MOODY'S 2025 10-K 9

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| | | | | | |

MOODY'S 2024 10-K 1

| [PART I.](#ie35c9ceabbc14a06885e28e4120605da_13) | | | | | | | | | | | |

| | | | [Background](#ie35c9ceabbc14a06885e28e4120605da_19) | | | | | | [10](#ie35c9ceabbc14a06885e28e4120605da_19) | | |

| | | | [Sustainability](#ie35c9ceabbc14a06885e28e4120605da_31) | | | | | | [14](#ie35c9ceabbc14a06885e28e4120605da_31) | | |

| | | | [Climate](#ie35c9ceabbc14a06885e28e4120605da_37) | | | | | | [16](#ie35c9ceabbc14a06885e28e4120605da_37) | | |

| | | | [Competition](#ie35c9ceabbc14a06885e28e4120605da_46) | | | | | | [19](#ie35c9ceabbc14a06885e28e4120605da_46) | | |

| | | | [Regulation](#ie35c9ceabbc14a06885e28e4120605da_49) | | | | | | [20](#ie35c9ceabbc14a06885e28e4120605da_49) | | |

| | | | [The Company](#ie35c9ceabbc14a06885e28e4120605da_103) | | | | | | [38](#ie35c9ceabbc14a06885e28e4120605da_103) | | |

| | | | [Reportable Segments](#ie35c9ceabbc14a06885e28e4120605da_112) | | | | | | [41](#ie35c9ceabbc14a06885e28e4120605da_112) | | |

| | | | [Results of Operations](#ie35c9ceabbc14a06885e28e4120605da_115) | | | | | | [42](#ie35c9ceabbc14a06885e28e4120605da_115) | | |

| | | | [Market Risk](#ie35c9ceabbc14a06885e28e4120605da_124) | | | | | | [56](#ie35c9ceabbc14a06885e28e4120605da_124) | | |

| | | | [Contingencies](#ie35c9ceabbc14a06885e28e4120605da_148) | | | | | | [61](#ie35c9ceabbc14a06885e28e4120605da_148) | | |

2 MOODY'S 2024 10-K

| [PART III.](#ie35c9ceabbc14a06885e28e4120605da_286) | | | | | | | | | | | |

| [PART IV.](#ie35c9ceabbc14a06885e28e4120605da_304) | | | | | | | | | | | |

| [INDEX TO EXHIBITS](#ie35c9ceabbc14a06885e28e4120605da_307) | | | | | | | | | [118](#ie35c9ceabbc14a06885e28e4120605da_307) | | |

| [SIGNATURES](#ie35c9ceabbc14a06885e28e4120605da_313) | | | | | | | | | [122](#ie35c9ceabbc14a06885e28e4120605da_313) | | |

MOODY'S 2024 10-K 3

| AUD | | | Australian dollar | | |

| CDP | | | An international nonprofit organization that helps companies, cities, states and regions to manage their environmental impact through a global disclosure system | | |

4 MOODY'S 2024 10-K

| CLO | | | Collateralized loan obligation | | |

| Competition and Markets Authority | | | Government department in the U.K. responsible for strengthening business competition and preventing and reducing anti-competitive activities | | |

| COVID-19 | | | An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic | | |

MOODY'S 2024 10-K 5

| HM Treasury | | | His Majesty's Treasury; the department of the Government of the United Kingdom responsible for developing and executing the government's public finance policy and economic policy | | |

| kompany | | | 360kompany AG; a platform for business verification and Know Your Customer (KYC) technology solutions acquired by the Company in February 2022 | | |

6 MOODY'S 2024 10-K

MOODY'S 2024 10-K 7

| Revenue Accounting Standard | | | Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606).” This accounting guidance significantly changed the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer | | |

| SaaS | | | Software-as-a-Service | | |

| SASB | | | Sustainability Accounting Standards Board | | |

8 MOODY'S 2024 10-K

| TCFD | | | Task Force on Climate-Related Financial Disclosures | | |

MOODY'S 2024 10-K 9

MOODY'S 2024 10-K 33

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

[removed: The] [added: At December 31, 2025, the Company’s] internal cybersecurity team [removed: is] [added: consisted of members located in various countries and time zones across the world,] managed by the CISO, who reports to the CAO, who is a member of the executive leadership team.

The [removed: Cyber Committee,] [added: TCRC,] chaired by the CISO, and whose members include the CTSO, CAO and [removed: Chief Risk & Resiliency Officer,] [added: CRRO,] as well as other members of senior management and the legal team, is responsible for identifying cybersecurity risks and threats, recommending mitigating actions to strengthen cybersecurity resilience, and meeting risk tolerance thresholds established by senior management.

The [removed: Cyber Committee] [added: TCRC] also validates that the Company has appropriate people, process and technology capabilities to identify, mitigate and report on cybersecurity risks to the executive leadership team and the Board of Directors.

The [removed: Cyber Committee] [added: TCRC] meets regularly to allow members of the internal cybersecurity team to present concerns and recommendations for decisions on preventing, identifying, mitigating, and remediating risks and threats.

To the extent warranted, the [removed: Cyber Committee] [added: TCRC] may additionally be convened on an ad hoc basis.

The [removed: Cyber Committee] [added: TCRC] makes decisions regarding the reporting of cybersecurity concerns to the executive leadership team, who escalate issues to the Board and/or the Audit Committee as necessary.

In the case of incidents that arise, the [removed: Cyber Committee,] [added: TCRC,] under the direction of the Board and/or executive leadership team when appropriate, works to involve all appropriate personnel with the aim of resolving the incident, performing any required remediation/reporting, and taking appropriate steps to comply with applicable laws and regulations.

The process that the [removed: Cyber Committee] [added: TCRC] follows upon emergence of incidents is documented in the Company’s Incident Response Plan.

The Board receives regular [added: presentations and] updates from the CISO, [removed: CTSO,] [added: CRRO] and CAO regarding matters related to technology and [removed: cybersecurity.][added: cybersecurity, including as part of enterprise risk updates that are a recurring Board agenda item.]

The cybersecurity program is an important part of the Company’s enterprise risk management (ERM), with the head of the Company’s ERM program (the [removed: Chief Risk & Resiliency Officer)] [added: CRRO)] sitting on the Cyber Committee, and sets forth a process for escalating certain incidents to the Company’s ERM group integrated into the Company’s Incident Response Plan.

The Incident Response Plan describes the process to be followed by the [removed: Cyber Committee] [added: TCRC] in connection with the oversight of the cybersecurity environment and specific events that occur from time to time.

The results of the assessment are periodically shared with the [removed: Cyber Committee.][added: TCRC.]

Internal and external teams, including the [removed: Cyber Committee,] [added: TCRC,] conduct activities such as penetration testing, red teaming, tabletop exercises and phishing drills.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

[added: In addition to these ongoing efforts, the Company has a set] of third-party risk management tools through which it monitors for cybersecurity risks and threats associated with its third-party service providers.

The Company’s cybersecurity program also includes an information security training and awareness program [removed: called InfoSafe] for all employees.

MOODY'S 2025 10-K 31

32 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

At December 31, 2024, the Company’s internal cybersecurity team consisted of members located in various countries and time zones across the world.

In addition to these ongoing efforts, the Company has a set

34 MOODY'S 2024 10-K

As of December 31, [removed: 2024,] [added: 2025,] Moody’s operations were conducted from [removed: 29] [added: 24] U.S. offices and [removed: 102] [added: 99] non-U.S. office locations, all of which are leased.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

For the three months ended December 31, [removed: 2024:][added: 2025:]

(1)Includes surrender to the Company of [removed: 8,659; 276;] [added: 8,137; 3,946;] and [removed: 2,723] [added: 2,546] shares of common stock in October, [removed: November] [added: November,] and December, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

On [removed: February 5, 2024,] [added: October 21, 2025,] the Board [removed: of Directors] authorized [removed: $1] [added: $4] billion in share repurchase authority.

At December 31, [removed: 2024,] [added: 2025,] there was approximately [removed: $1.6] [added: $4.0] billion of share repurchase authority remaining under [removed: these authorizations.][added: this authorization.]

There is no established expiration date for the remaining [removed: authorizations.][added: authorization.]

During the fourth quarter of [removed: 2024,] [added: 2025,] Moody’s issued a net [removed: 83] [added: 48] thousand shares under employee stock-based compensation plans.

The number of registered shareholders of record at January 31, [removed: 2025] [added: 2026] was [removed: 1,362.][added: 1,277.]

The table below sets forth, as of December 31, [removed: 2024,] [added: 2025,] certain information regarding the Company’s equity compensation plans.

(1)Includes [removed: 1,927,315] [added: 1,693,687] options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, [removed: 31,168] [added: 14,467] options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and [removed: 5,300] [added: 3,659] unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.

This number also includes a maximum of [removed: 599,596] [added: 536,144] performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of the target award for performance shares granted in [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024.][added: 2025.]

Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is [removed: 315,665.][added: 283,070.]

(3)Includes [removed: 15,206,030] [added: 14,855,368] shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and [removed: 9,584,545] [added: 9,291,985] may be issued as awards of unrestricted shares, restricted stock, restricted stock units, performance shares or any other stock-based awards under the 2001 Stock Incentive Plan, [removed: 466,831] [added: 469,868] shares available for issuance as options or restricted stock units under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, and [removed: 861,174] [added: 856,877] shares available for issuance as options, shares of restricted stock, restricted stock units or performance shares under the 1998 Directors Plan, and [removed: 2,415,621] [added: 2,369,471] shares available for issuance under the Company’s Employee Stock Purchase Plan.

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

The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, [removed: 2019.][added: 2020.]

The total return for the Company's common stock was [removed: 108%] [added: 83%] during the performance period as compared with a total return during the same period of [removed: 97%] [added: 96%] and [removed: 85%] [added: 116%] for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | |

| October 1- 31 | | | | | | 480,352 | | | | | | $ | 482.30 | | | | | 472,215 | | | | | | $4,170 million | | |

| November 1- 30 | | | | | | 224,252 | | | | | | $ | 482.43 | | | | | 220,306 | | | | | | $4,064 million | | |

| December 1- 31 | | | | | | 210,351 | | | | | | $ | 496.23 | | | | | 207,805 | | | | | | $3,960 million | | |

| Total | | | | | | 914,955 | | | | | | $ | 485.55 | | | | | 900,326 | | | | | | | | |

MOODY'S 2025 10-K 33

| Equity compensation plans approved by security holders | | | | | | 2,247,957 | | | (1) | | | | | | $ | 313.90 | | | | | 18,551,584 | | | (3) | | |

| Total | | | | | | 2,247,957 | | | | | | | | | $ | 313.90 | | | | | 18,551,584 | | | | | |

34 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 135.57 | | | | | $ | 97.60 | | | | | $ | 138.13 | | | | | $ | 168.73 | | | | | $ | 183.48 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 137.56 | | | | | $ | 117.68 | | | | | $ | 144.37 | | | | | $ | 186.59 | | | | | $ | 215.66 | | | | |

MOODY'S 2025 10-K 35

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

MOODY'S 2024 10-K 35

| October 1- 31 | | | | | | 382,909 | | | | | | $ | 471.64 | | | | | 374,250 | | | | | | $1,870 million | | |

| November 1- 30 | | | | | | 304,282 | | | | | | $ | 474.26 | | | | | 304,006 | | | | | | $1,726 million | | |

| December 1- 31 | | | | | | 329,465 | | | | | | $ | 486.13 | | | | | 326,742 | | | | | | $1,567 million | | |

| Total | | | | | | 1,016,656 | | | | | | $ | 477.15 | | | | | 1,004,998 | | | | | | | | |

On October 15, 2024, the Board authorized an additional $1.5 billion in share repurchase authority.

| Equity compensation plans approved by security holders | | | | | | 2,563,379 | | | (1) | | | | | | $ | 267.64 | | | | | 18,949,656 | | | (3) | | |

| Total | | | | | | 2,563,379 | | | | | | | | | $ | 267.64 | | | | | 18,949,656 | | | | | |

36 MOODY'S 2024 10-K

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 123.28 | | | | | $ | 167.13 | | | | | $ | 120.32 | | | | | $ | 170.28 | | | | | $ | 208.01 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 98.99 | | | | | $ | 136.16 | | | | | $ | 116.49 | | | | | $ | 142.90 | | | | | $ | 184.70 | | | | |

MOODY'S 2024 10-K 37

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ie35c9ceabbc14a06885e28e4120605da_160)] [added: Reporting](#ic407e0bb9b65409587ac5de0ae19ee1b_163)] | | | | | | [removed: [64](#ie35c9ceabbc14a06885e28e4120605da_160)] [added: [66](#ic407e0bb9b65409587ac5de0ae19ee1b_163)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie35c9ceabbc14a06885e28e4120605da_163)] [added: Firm](#ic407e0bb9b65409587ac5de0ae19ee1b_166)] | | | | | | [removed: [65](#ie35c9ceabbc14a06885e28e4120605da_163)] [added: [67](#ic407e0bb9b65409587ac5de0ae19ee1b_166)] | | |

| [Consolidated Statements of [removed: Operations](#ie35c9ceabbc14a06885e28e4120605da_166)] [added: Operations](#ic407e0bb9b65409587ac5de0ae19ee1b_169)] | | | | | | [removed: [67](#ie35c9ceabbc14a06885e28e4120605da_166)] [added: [69](#ic407e0bb9b65409587ac5de0ae19ee1b_169)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie35c9ceabbc14a06885e28e4120605da_169)] [added: Income](#ic407e0bb9b65409587ac5de0ae19ee1b_172)] | | | | | | [removed: [68](#ie35c9ceabbc14a06885e28e4120605da_169)] [added: [70](#ic407e0bb9b65409587ac5de0ae19ee1b_172)] | | |

| [Consolidated Balance [removed: Sheets](#ie35c9ceabbc14a06885e28e4120605da_172)] [added: Sheets](#ic407e0bb9b65409587ac5de0ae19ee1b_175)] | | | | | | [removed: [69](#ie35c9ceabbc14a06885e28e4120605da_172)] [added: [71](#ic407e0bb9b65409587ac5de0ae19ee1b_175)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie35c9ceabbc14a06885e28e4120605da_175)] [added: Flows](#ic407e0bb9b65409587ac5de0ae19ee1b_178)] | | | | | | [removed: [70](#ie35c9ceabbc14a06885e28e4120605da_175)] [added: [72](#ic407e0bb9b65409587ac5de0ae19ee1b_178)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#ie35c9ceabbc14a06885e28e4120605da_178)] [added: Equity](#ic407e0bb9b65409587ac5de0ae19ee1b_181)] | | | | | | [removed: [71](#ie35c9ceabbc14a06885e28e4120605da_178)] [added: [73](#ic407e0bb9b65409587ac5de0ae19ee1b_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie35c9ceabbc14a06885e28e4120605da_181)] [added: Statements](#ic407e0bb9b65409587ac5de0ae19ee1b_184)] | | | | | | [removed: [74](#ie35c9ceabbc14a06885e28e4120605da_181)] [added: [76](#ic407e0bb9b65409587ac5de0ae19ee1b_184)] | | |

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

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

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

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

We have audited the accompanying consolidated balance sheets of Moody's Corporation and subsidiaries (the Company) as December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 15 to the consolidated financial statements, the Company has recorded uncertain tax positions [removed: (UTPs), excluding associated interest] [added: (UTPs)] of [removed: $211] [added: $158] million as of December 31, [removed: 2024.][added: 2025.]

We involved valuation professionals with specialized skills and knowledge, who assisted in assessing transfer pricing [removed: studies] [added: documentation] for compliance with applicable laws and regulations.

- evaluating the Company’s interpretation of tax laws and judgments about the administrative practices of tax [removed: authorities][added: authorities;]

- assessing the expiration of statutes of [removed: limitations][added: limitations; and]

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 7,088] [added: 7,718] | | | | | $ | [removed: 5,916] [added: 7,088] | | | | | $ | [removed: 5,468] [added: 5,916] | |

| Operating | | | [removed: 1,945] [added: 1,973] | | | | | | [removed: 1,687] [added: 1,945] | | | | | | [removed: 1,613] [added: 1,687] | | |

| Selling, general and administrative | | | [removed: 1,735] [added: 1,803] | | | | | | [removed: 1,632] [added: 1,735] | | | | | | [removed: 1,527] [added: 1,632] | | |

| Depreciation and amortization | | | [removed: 431] [added: 480] | | | | | | [removed: 373] [added: 431] | | | | | | [removed: 331] [added: 373] | | |

| Restructuring | | | [removed: 59] [added: 59] | | | | | | [removed: 87] [added: 28] | | | | | | [removed: 114] [added: —] | | | [added: | | | 87 | | |]

| Charges related to asset abandonment | | | [removed: 43] [added: 3] | | | | | | [removed: —] [added: 43] | | | | | | — | | |

| Total expenses | | | [removed: 4,213] [added: 4,367] | | | | | | [removed: 3,779] [added: 4,213] | | | | | | [removed: 3,585] [added: 3,779] | | |

| Operating income | | | [removed: 2,875] [added: 3,351] | | | | | | [removed: 2,137] [added: 2,875] | | | | | | [removed: 1,883] [added: 2,137] | | |

| [removed: Non-operating] [added: Other non-operating] (expense) income, [removed: net] [added: net] | | | [added: (31)] | | | | | | [added: 61] | | | | | | [added: 49] | | |

| Interest expense, net | | | [removed: (237)] [added: (213)] | | | | | | [removed: (251)] [added: (237)] | | | | | | [removed: (231)] [added: (251)] | | |

| [added: FX forwards | | | | | |] Other non-operating income, net | | | [removed: 61] | | | [added: $] | [added: 48] | | [removed: 49] | | | [added: $] | [added: (24)] | | [removed: 38] | | | [added: $ | 15 | |]

| Non-operating [removed: (expense) income,] [added: expense,] net | | | [removed: (176)] [added: (221)] | | | | | | [removed: (202)] [added: (176)] | | | | | | [removed: (123)] [added: (202)] | | |

| Income before provision for income taxes | | | [removed: 2,699] [added: 3,130] | | | | | | [removed: 1,935] [added: 2,699] | | | | | | [removed: 1,760] [added: 1,935] | | |

| Provision for income taxes | | | [removed: 640] [added: 668] | | | | | | [removed: 327] [added: 640] | | | | | | [removed: 386] [added: 327] | | |

| Net income | | | [removed: 2,059] [added: 2,462] | | | | | | [removed: 1,608] [added: 2,059] | | | | | | [removed: 1,374] [added: 1,608] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 1] [added: 3] | | | | | | 1 | | | | | | [removed: —] [added: 1] | | |

| Net income attributable to Moody’s | | | $ | [removed: 2,058] [added: 2,459] | | | | | $ | [removed: 1,607] [added: 2,058] | | | | | $ | [removed: 1,374] [added: 1,607] | |

66 MOODY'S 2025 10-K

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68 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| Gain on divestiture of business | | | 23 | | | | | | — | | | | | | — | | |

MOODY'S 2025 10-K 69

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

70 MOODY'S 2025 10-K

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MOODY'S 2025 10-K 71

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| Gain on divestiture of business | | | (23) | | | | | | — | | | | | | — | | |

| Cash received upon divestiture of business, net of cash transferred to purchaser | | | 40 | | | | | | — | | | | | | — | | |

72 MOODY'S 2025 10-K

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MOODY'S 2025 10-K 73

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

74 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| Balance at December 31, 2024 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,451 | | | | | $ | 16,071 | | | | | (162.6) | | | | | | $ | (13,322) | | | | | $ | (638) | | | | | $ | 3,565 | | | | | $ | 162 | | | | | $ | 3,727 | |

| Dividends ($3.76 per share) | | | | | | | | | | | | | | | | | | | | | (677) | | | | | | | | | | | | | | | | | | | | | | | | (677) | | | | | | (5) | | | | | | (682) | | |

| Treasury shares repurchased, inclusive of excise tax | | | | | | | | | | | | | | | — | | | | | | | | | | | | (3.3) | | | | | | (1,620) | | | | | | | | | | | | (1,620) | | | | | | | | | | | | (1,620) | | |

| Net actuarial gains (net of tax of $2 million) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | | | | | 7 | | | | | | | | | | | | 7 | | |

| Balance at December 31, 2025 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,676 | | | | | $ | 17,853 | | | | | (165.4) | | | | | | $ | (14,978) | | | | | $ | (500) | | | | | $ | 4,054 | | | | | $ | 151 | | | | | $ | 4,205 | |

MOODY'S 2025 10-K 75

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

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

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.

The Company early adopted this ASU in the fourth quarter of 2025, and applied it prospectively as of January 1, 2025, in accordance with the transition provisions for early adoption.

The adoption of this ASU did not have a material impact on the financial statements.

In the first quarter of 2025, the Company reclassified certain prior-year transaction and recurring revenue amounts to align with a refined classification methodology.

The impact of the reclassifications was not material, and the reclassified amounts for 2024 and 2023 are reflected in Note 3.

76 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

Goodwill

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.

MOODY'S 2024 10-K 63

February 14, 2025

64 MOODY'S 2024 10-K

MOODY'S 2024 10-K 65

- inspecting settlement documents with applicable taxing authorities

66 MOODY'S 2024 10-K

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on extinguishment of debt | | | — | | | | | | — | | | | | | 70 | | |

MOODY'S 2024 10-K 67

| Reclassification of losses included in net income | | | 3 | | | | | | (1) | | | | | | 2 | | | | | | 2 | | | | | | (1) | | | | | | 1 | | | | | | 2 | | | | | | — | | | | | | 2 | | |

68 MOODY'S 2024 10-K

| | | | | | | | | | | | |

MOODY'S 2024 10-K 69

| FX translation losses reclassified to net income | | | — | | | | | | — | | | | | | 20 | | |

| Gain on extinguishment of debt | | | — | | | | | | — | | | | | | (70) | | |

70 MOODY'S 2024 10-K

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 885 | | | | | $ | 12,762 | | | | | (157.3) | | | | | | $ | (10,513) | | | | | $ | (410) | | | | | $ | 2,727 | | | | | $ | 189 | | | | | $ | 2,916 | |

| Dividends ($2.80 per share) | | | | | | | | | | | | | | | | | | | | | (518) | | | | | | | | | | | | | | | | | | | | | | | | (518) | | | | | | (3) | | | | | | (521) | | |

| Shares issued as consideration to acquire kompany(1) | | | | | | | | | | | | | | | 35 | | | | | | | | | | | | 0.1 | | | | | | 9 | | | | | | | | | | | | 44 | | | | | | | | | | | | 44 | | |

| Treasury shares repurchased | | | | | | | | | | | | | | | (3) | | | | | | | | | | | | (3.1) | | | | | | (980) | | | | | | | | | | | | (983) | | | | | | | | | | | | (983) | | |

| Balance at December 31, 2022 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,054 | | | | | $ | 13,618 | | | | | (159.7) | | | | | | $ | (11,513) | | | | | $ | (643) | | | | | $ | 2,519 | | | | | $ | 170 | | | | | $ | 2,689 | |

(1) Represents a non-cash investing activity relating to the issuance of common stock to fund a portion of the purchase price for kompany.

MOODY'S 2024 10-K 71

72 MOODY'S 2024 10-K

MOODY'S 2024 10-K 73

MA is a global provider of: i) data and information; ii) research and insights; and iii) decision solutions, which help companies make better and faster decisions.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU No. 2023-07"), which expands segment disclosure requirements for public entities.

ASU No. 2023-07 requires entities to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss.

In addition, this ASU permits entities to disclose more than one measure of segment profit or loss used by the CODM.

Additionally, disclosure of the CODM’s title and position will be required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s).

Furthermore, all existing annual disclosures about segment profit or loss and assets must be provided on an interim basis in addition to disclosure of significant segment expenses and other segment items.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

In the first quarter of 2024, pursuant to the integration of RMS into the Company's order-to-cash systems, the Company reclassified certain prior year revenue by geography disclosures.

The impact of the reclassification was not material, and prior year revenue by LOB disclosures have been reclassified to conform to this new presentation, which is disclosed in Note 3.

74 MOODY'S 2024 10-K

Goodwill and Other Acquired Intangible Assets

MOODY'S 2024 10-K 75

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 months ended December 31, [removed: 2024.][added: 2025.]

Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part I, Item 1 of this Form 10‑K, as well as under the headings “Item 1–Election of Directors,” “Corporate Governance–Codes of Business Conduct and Ethics; Insider Trading Policies and Procedures” “The Audit Committee,” and "Delinquent Section 16(a) Reports" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference.

Information required by this Item 11 is included under the headings “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards Table for [removed: 2024,”] [added: 2025,”] “Outstanding Equity Awards at Fiscal Year-End Table for [removed: 2024,”] [added: 2025,”] “Option Exercises and Stock Vested Table for [removed: 2024,”] [added: 2025,”] “Pension Benefits Table for [removed: 2024,”] [added: 2025,”] “Non-Qualified Deferred Compensation Table,” “Potential Payments Upon Termination or Change in Control,” “Compensation of Directors,” “Relationship of Compensation Practices to Risk Management,” "Pay Versus Performance," “CEO Pay Ratio,” and “Report of the Compensation & Human Resources Committee” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference.

Information required by this Item 12 is included under the heading “Equity Compensation Plan Information” in Part II, Item 5 of this Form 10-K, as well as under the heading “Security Ownership of Certain Beneficial Owners and Management” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference.

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

MOODY'S 2025 10-K 121

MOODY'S 2024 10-K 117

Information required by this Item 13 is included under the headings “Corporate Governance–Director Independence” and “Certain Relationships and Related Transactions” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference.

Information required by this Item 14 is included under the headings “Item 2–Ratification of Appointment of Independent Registered Public Accountants–Principal Accounting Fees and Services” and “The Audit Committee” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference.

See Index to Financial Statements on page [removed: [63](#ie35c9ceabbc14a06885e28e4120605da_157),] [added: [65](#ic407e0bb9b65409587ac5de0ae19ee1b_160),] in Part II.

| | | | | | | [removed: .2] [added: .13†] | | | [Amended and Restated [removed: By-laws of] Moody’s [removed: Corporation, effective April 17, 2024] [added: Corporation Career Transition Plan (amended and restated as of](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm) [Octobe](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)[r](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm) [1](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)[, 2024)] (incorporated by reference to Exhibit [removed: 3.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)[1](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm) [to] the [added: Registrant’s Quarterly] Report on Form [removed: 8-K of the Registrant,] [added: 10-Q,] file number 1-14037, [removed: filed April 19, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/d810321dex32.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm) [October](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm) [2](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)[3](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)[, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)] | | |

| | | | | | | [removed: .1*] [added: .1] | | | [Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx41.htm)] [added: 1934 (incorporated by reference to Exhibit 4.1 to the Report on Form 10-K of the Registrant, file number 1-14037, filed February 14, 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx41.htm)] | | |

[Table of [removed: Contents](#ie35c9ceabbc14a06885e28e4120605da_7)][added: Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)]

| | | | | | | .3.14 | | | [Eighteenth Supplemental Indenture, dated as of August 5, 2024, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, including the form of 5.000% Senior Note due 2034 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number [removed: 1-4037,] [added: 1-](https://www.sec.gov/Archives/edgar/data/1059556/000119312524193958/d857873dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1059556/000119312524193958/d857873dex41.htm)[4037,] filed August 5, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524193958/d857873dex41.htm) | | |

| | | | | | | [removed: .2†] [added: .3.1†] | | | [removed: [Moody’s] [added: [Amended and Restated 2001 Moody’s] Corporation [removed: 1999 Employee] [added: Key Employees’] Stock [removed: Purchase Plan (as] [added: Incentive Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm) [(as] amended and restated December [removed: 15, 2008) (formerly, The Dun & Bradstreet Corporation 1999 Employee Stock Purchase Plan) (incorporated] [added: 16, 2025) (](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm)[incorporated] by reference to [removed: Exhibit 10.38] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm) [10.1] to the [removed: Registrant’s Annual] Report on Form [removed: 10-K,] [added: 8-K of the Registrant,] file number [removed: 1-14037,] [added: 1-](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm)[14037](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm)[,] filed [removed: March 2, 2009)](https://www.sec.gov/Archives/edgar/data/1059556/000119312509041352/dex1038.htm)] [added: December 19, 2025](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm)[)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000197/a12162025exx2001keyemploye.htm)] | | |

| | | | | | | [removed: .3.1†] [added: .3.3.4†] | | | [removed: [Amended] [added: [Form of Performance Share Award Letter (for awards granted in 2025](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10310xq.htm)[) for the Amended] and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the [added: Registrant’s Quarterly] Report on Form [removed: 8-K of the Registrant,] [added: 10-Q,] file number 1-14037, filed April [removed: 21, 2023)](https://www.sec.gov/Archives/edgar/data/1059556/000119312523110605/d470542dex101.htm)] [added: 23, 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10310xq.htm)] | | |

| | | | | | | .3.2.3† | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in [removed: 2024 or later)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10323.htm)[)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.2.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10323.htm) | | |

| | | | | | | .3.3.3† | | | [Form of Performance Share Award Letter (for awards granted in [removed: 2024 or later)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10333.htm)[)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.3.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10333.htm) | | |

| | | | | | | .3.4.3† | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in [removed: 2024 or later)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10343.htm)[)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10343.htm) | | |

| | | | | | | [removed: .13†] [added: .3.4.4†] | | | [removed: [Amended] [added: [Form of Restricted Stock Unit Grant Agreement (for awards granted in 2025](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10410xq.htm)[) for the Amended] and Restated [added: 2001] Moody’s Corporation [removed: Career Transition] [added: Key Employees’ Stock Incentive] Plan [removed: (amended and restated as of March 1, 2024)] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.4] to the Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed [removed: May 2, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000090/mco-20240331xexx105.htm)] [added: April 23, 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10410xq.htm)] | | |

| | | | | | | [removed: .15] [added: .16] | | | [Form Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 22, 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517377667/d511820dex101.htm) | | |

| | | | | | | [removed: .16] [added: .17] | | | [Form Commercial Paper Dealer Agreement between Moody’s Corporation, as Issuer, and the Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 3, 2016)](https://www.sec.gov/Archives/edgar/data/1059556/000119312516670078/d227101dex101.htm) | | |

| | | | | | | [removed: .17] [added: .18] | | | [Credit Agreement, dated as of May 6, 2024, among Moody’s Corporation, the borrowing subsidiaries party thereto, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed May 6, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524131945/d824452dex101.htm) | | |

| | | | | | | [removed: .18] [added: .3.2.5†] | | | [removed: [Moody’s Corporation Career Transition Plan (Amended] [added: [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2025](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10210xq.htm)[) for the Amended] and Restated [removed: as of October 1, 2024)] [added: 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed [removed: October] [added: April] 23, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)] [added: 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000121/mco-20250331xexx10210xq.htm)] | | |

| | | | | | | .1* | | | [Securities Trading Policy for Employee Trading of Shares of Moody’s [removed: Corporation](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx191.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-2025x1231xexx191.htm)] | | |

| | | | | | | [removed: .2*] [added: .2] | | | [Company Procedures for Transactions in Company [removed: Securities](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx192.htm)] [added: Securities (incorporated by reference to Exhibit 19.2 to the Registrant’s Quarterly Report on Form 10-K, file number 1-14037, filed February 14, 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx192.htm)] | | |

| 21* | | | | | | | | | [Subsidiaries of the Registrant List of Active Subsidiaries as of December 31, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx21.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx21.htm)] | | |

| | | | | | | .1* | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx231.htm)] | | |

| | | | | | | .1* | | | [Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx311.htm)] | | |

| | | | | | | .2* | | | [Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx312.htm)] | | |

| | | | | | | .1* | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx321.htm) [The] [added: 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 [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx321.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx321.htm)] | | |

| | | | | | | .2* | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx322.htm) [The] [added: 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 [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000025/mco-20241231xexx322.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx322.htm)] | | |

| | | | | | | .2* | | | [Amended and Restated By-laws of Moody’s Corporation, effective October 14, 2025](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx32.htm) | | |

122 MOODY'S 2025 10-K

| | | | | | | .2†* | | | [Moody’s Corporation 1999 Employee Stock Purchase Plan (as amended and restated](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx102.htm) [October 14, 2025](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx102.htm)[)](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx102.htm) | | |

MOODY'S 2025 10-K 123

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| | | | | | | .3.2.6†* | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2026 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx10326.htm) | | |

| | | | | | | .3.3.4†* | | | [Form of Performance Share Award Letter (for awards granted in 2026 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-20251231xexx10334.htm) | | |

| | | | | | | .3.4.5†* | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in 2026 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1059556/000162828026009136/mco-2025x1231xexx10345.htm) | | |

124 MOODY'S 2025 10-K

[Table of Contents](#ic407e0bb9b65409587ac5de0ae19ee1b_7)

| | | | | | | .15† | | | [Moody’s Corporation Executive Officer Cash Severance Policy (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed February 12, 2025)](https://www.sec.gov/Archives/edgar/data/1059556/000105955625000012/executiveofficercashseve.htm) | | |

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Date: February [removed: 14, 2025][added: 18, 2026]

| *President and Chief Executive Officer* | | | [removed: *Director*] [added: *Chairman of the Board*] | | |

| /s/ [removed: THÉRÈSE ESPERDY] [added: JORGE A. BERMUDEZ] | | | /s/ ZIG SERAFIN | | |

| [removed: Thérèse Esperdy,] [added: Jorge A. Bermudez,] | | | Zig Serafin, | | |

| /s/ [removed: VINCENT A. FORLENZA] [added: SUMIT DHAWAN] | | | /s/ BRUCE VAN SAUN | | |

| [removed: Vincent A. Forlenza,] [added: Sumit Dhawan,] | | | Bruce Van Saun, | | |

| | | | Date: February [removed: 14, 2025] [added: 18, 2026] | | |

126 MOODY'S 2025 10-K

| /s/ ROBERT FAUBER | | | /s/ VINCENT A. FORLENZA | | |

| Robert Fauber, | | | Vincent A. Forlenza, | | |

| /s/ NOÉMIE HEULAND | | | /s/ JOSE MINAYA | | |

| Noémie Heuland, | | | Jose Minaya, | | |

| /s/ JASON PHILLIPS | | | /s/ LESLIE F. SEIDMAN | | |

| Jason Phillips, | | | Leslie F. Seidman, | | |

| /s/ THÉRÈSE ESPERDY | | | | | |

| Thérèse Esperdy, | | | | | |

| *Director* | | | | | |

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| /s/ ROBERT FAUBER | | | /s/ KATHRYN M. HILL | | |

| Robert Fauber, | | | Kathryn M. Hill, | | |

| /s/ NOÉMIE HEULAND | | | /s/ LLOYD W. HOWELL, JR. | | |

| Noémie Heuland, | | | Lloyd W. Howell, Jr., | | |

| /s/ CAROLINE SULLIVAN | | | /s/ JOSE MINAYA | | |

| Caroline Sullivan, | | | Jose Minaya, | | |

| /s/ JORGE A. BERMUDEZ | | | /s/ LESLIE F. SEIDMAN | | |

| Jorge A. Bermudez, | | | Leslie F. Seidman, | | |

| *Chairman of the Board* | | | *Director* | | |

122 MOODY'S 2024 10-K