Moodys Corp 8-K, filed Oct 22, 2025

Moodys Corp /De/ (MCO)

8-K 2025-10-22 For: 2025-10-22

View Original

Added on April 02, 2026

About this 8-K

Moodys Corp filed this 8-K on October 22, 2025.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware	1-14037	13-3998945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02	RESULTS OF OPERATIONS AND FINANCIAL CONDITION	3

ITEM 7.01	REGULATION FD DISCLOSURE	3

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS	3

SIGNATURES		4

EXHIBIT 99.1


99.1			Press release of Moody's Corporation dated October 22 , 2025, announcing results for the quarter ended Sept ember 30, 2025.

104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


MOODY'S CORPORATION

By:			/s/ Elizabeth M. McCarroll
			Elizabeth M. McCarroll
			Managing Director – Corporate Governance, Securities and Corporate Secretary


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


“The power of the Moody’s franchise was on full display this quarter, with strong top-line growth and significant operating leverage. The investments we’ve made to capitalize on several deep currents are paying off – enabling us to better serve our customers while giving us the financial flexibility to pursue key growth opportunities. Our results, once again, speak for themselves: significant margin expansion, strong top-line growth, and clear momentum.”
Rob Fauber President and Chief Executive Officer

“Our financial performance this quarter was exceptional, with MCO and MIS revenue reaching record highs. We have a powerful earnings engine delivering double-digit EPS growth and generating significant free cash flow, all while investing for growth. We’re raising our guidance, most notably, our adjusted diluted EPS2 to be in the range of $14.50 to $14.751, which represents 17% year-over-year growth at the midpoint.”
Noémie Heuland Chief Financial Officer


1 Guidance as of October 22, 2025. Refer to Table 12 - “2025 Outlook” for table of all items for which the Company provides guidance and page 10 for disclosure regarding the assumptions used by the Company with respect to its guidance. 2 Refer to the tables at the end of this press release for reconciliations of adjusted and constant currency measures to U.S. GAAP.


Third Quarter 2025						Year-to-Date 2025
•MCO revenue was $2.0 billion, an 11% increase from the prior-year period. •Foreign currency translation favorably impacted MCO revenue by 1%.						•MCO revenue was $5.8 billion, an 8% increase from the prior-year period. •Foreign currency translation favorably impacted MCO revenue by 1%.


Third Quarter 2025						Year-to-Date 2025
•Revenue grew 9%, or 6% on an organic constant currency basis2, versus the prior-year period, including 11% growth in Decision Solutions, 7% in Research and Insights and 9% in Data & Information. •Recurring revenue, comprising 96% of total MA revenue, grew 11% on a reported and 8% on an organic constant currency basis2. •Transaction revenue declined by 19%, reflecting MA’s ongoing strategic shift towards subscription-based solutions. •Foreign currency translation favorably impacted MA’s revenue by 2%.						•Revenue grew 9%, or 7% on an organic constant currency basis2, versus the prior-year period, with a favorable foreign currency impact of 1%. •Recurring revenue grew 11% on a reported and 8% on an organic constant currency2 basis. •ARR3 of $3.4 billion increased $260 million, representing 8% growth versus September 30, 2024. •Decision Solutions ARR3 grew 10%, including 7% in Banking, 8% in Insurance and 16% in KYC. Research & Insights and Data & Information ARR3 grew 8% and 7%, respectively.


3 Refer to Table 10 at the end of this press release for the definition of and further information on the Annualized Recurring Revenue (ARR) metric.


Third Quarter 2025						Year-to-Date 2025
•Revenue grew 12% compared to the prior-year period, achieving a record quarter and the third successive quarter over $1 billion in revenue. •Corporate Finance revenue growth was driven by Leveraged Finance issuers, primarily from ongoing refinancing, while Investment Grade revenue declined against a strong prior-year comparative. •Financial Institutions revenue growth is attributed to the strongest quarter in over a decade for infrequent issuer issuance in Banking. •Structured Finance revenue growth was primarily driven by increased activity in CLOs, supported by growth of Leveraged Loan formation. •Public, Project and Infrastructure Finance revenue growth was mainly driven by U.S. Public Finance issuance. •Foreign currency translation favorably impacted MIS revenue by 1%.						•Revenue grew 6% compared to the prior-year period. •Market conditions remained constructive despite tariff and trade volatility, as spreads remained near historical lows and investor demand remained strong. •Corporate Finance revenue growth was driven by Investment Grade issuers, benefiting from strong demand, and High Yield issuance which improved after the subdued activity in recent years. •Financial Institutions revenue growth was primarily driven by infrequent issuance within the Banking sector. •Structured Finance revenue increased primarily from continued momentum in CMBS and CLOs, given the tight spread environment. •Public, Project and Infrastructure Finance revenue growth mainly from U.S. Public Finance as issuers tapped the market to get ahead of potential further volatility. •Foreign currency translation had an immaterial impact on MIS revenue.


Third Quarter 2025						Year-to-Date 2025
•Operating expenses were generally in line year-over-year as investments across both businesses, annual salary increases, and the impact of recent acquisitions were offset by lower incentive compensation and cost efficiency initiatives. •Foreign currency unfavorably impacted operating expenses by 1%.						•Operating expenses grew 5% including 2% from restructuring charges and 2% from inorganic expense growth from M&A. •Operating expense growth, which included organic investments and annual salary increases, was largely offset by savings from our restructuring program and lower incentive compensation accruals, reflecting continued focus on disciplined cost management. •Foreign currency had an immaterial impact on operating expenses.


4 Refer to Table 5 - “Financial Information by Segment (Unaudited)” for more information regarding the “Charges Related to Asset Abandonment” category.


Third Quarter 2025						Year-to-Date 2025
•MCO’s operating margin was 45.7%. MCO’s adjusted operating margin2 was 52.9%, increased 510 basis points from the prior-year period. •MA’s adjusted operating margin was 34.3%, up 400 basis points from the prior-year period. •MIS’s adjusted operating margin was 65.2%, up 560 basis points from the prior-year period. •Foreign currency translation had an immaterial impact on MCO’s operating and adjusted operating margins2.						•MCO’s operating margin was 44.3% and MCO’s adjusted operating margin2 was 51.8%. •MA’s adjusted operating margin was 32.2%, up 270 basis points from the prior-year period, driven by operating efficiencies and the redeployment of investment capacity into key strategic areas. •MIS’s adjusted operating margin was 65.1%, up 260 basis points from the prior-year period. •Foreign currency translation had an immaterial impact on MCO’s operating and adjusted operating margins2.


Emerging growth company			☐


REVENUE


Moody’s Analytics (MA)


Moody’s Investors Service (MIS)


Third Quarter 2025						Year-to-Date 2025
•Diluted EPS and Adjusted Diluted EPS2 growth of 23% and 22%, respectively, from the prior-year period, driven by improved operating performance. •The Effective Tax Rate (ETR) was 25.4%, higher than the 24.0% reported in the prior-year period, and reflects tax benefits recognized in the third quarter of 2024, which resulted from the resolutions of uncertain tax positions coupled with an increase in current year state income taxes.						•Diluted EPS and Adjusted Diluted EPS2 grew 13% and 15%, respectively, from the prior-year period due to continued net income growth mainly due to strong revenue growth in MIS and MA. •The ETR was 24.2%, broadly in line with the prior-year period.


•Cash flow from operations was $2,043 million and free cash flow2 was $1,798 million. •The decrease in both operating cash flow and free cash flow2 was primarily driven by higher tax and incentive compensation payments compared to the prior-year period. •On October 21, 2025, the Moody’s Board of Directors declared a regular quarterly dividend of $0.94 per share of MCO Common Stock. The dividend will be payable on December 12, 2025, to stockholders of record at the close of business on November 21, 2025. •During the third quarter of 2025, Moody’s repurchased 1.0 million shares at an average cost of $503.66 per share and issued net 53 thousand shares as part of its employee stock-based compensation programs. The net amount included shares withheld for employee payroll taxes. •As of September 30, 2025, Moody’s had 178.4 million shares outstanding, with approximately $398 million of share repurchase authority remaining. On October 21, 2025, the Moody’s Board of Directors authorized an additional $4 billion in share repurchase authority. There is no established expiration date for the remaining authorization. •As of September 30, 2025, Moody's had $7.0 billion of outstanding debt and an undrawn $1.25 billion revolving credit facility.


Forecasted Item	Last Publicly Disclosed Assumption	Current Assumption
U.S. GDP (1) growth	0.5% - 1.5%	1.5% - 2.5%
Euro area GDP (1) growth	0.5% - 1.5%	NC
Global GDP (1) growth	1.5% - 2.5%	2.0% - 3.0%
Global policy rates	Expecting two cuts from the U.S. Fed in 2H25. Other Central Banks to maintain easing bias	Two federal funds rate cuts in Q4. Differing inflation outlooks are driving varied monetary policy approaches across other central banks
U.S. high yield spreads	To widen to around 430 bps over the next 12 months, close to historical average of around 500 bps	To widen to around 480 bps over the next 12 months, close to historical average of around 500 bps
U.S. inflation rate	2.5% - 3.5%	NC
Euro area inflation rate	2.0% - 2.5%	Around 2.0%
U.S. unemployment rate	4.0% - 5.0% during 2025	NC
Global high yield default rate	To decline to around 3.6% by year-end	To decline to around 3.7% by year-end
Global MIS rated issuance	Decrease in the low-single-digit to mid-single-digit percent range	Increase in the mid-single-digit percent range
GBP/USD exchange rate	$1.37 for the remainder of the year	$1.35 for the remainder of the year
EUR/USD exchange rate	$1.17 for the remainder of the year	$1.18 for the remainder of the year
NC - There is no difference between the Company’s current assumption and the last publicly disclosed assumption for this item. Note: All current assumptions are as of October 22, 2025. (1) GDP growth represents real GDP.


Date and Time	October 22, 2025, at 9:00 a.m. Eastern Time (ET).
Webcast	The webcast and its replay can be accessed through Moody’s Investor Relations website, ir.moodys.com, within “Events & Presentations.”
Dial In	U.S. and Canada	‘+1-888-596-4144
	Other callers	‘+1-646-968-2525
	Passcode	515 6491
Dial In Replay	A replay will be available immediately after the call on October 22, 2025 and until October 29, 2025.
	U.S. and Canada	‘+1-800-770-2030
	Other callers	‘+1-609-800-9909
	Passcode	515 6491


“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


	Three Months Ended September 30,				Nine Months Ended September 30,
Amounts in millions, except per share amounts	2025		2024		2025		2024

Revenue	$	2,007	$	1,813	$	5,829	$	5,416

Expenses:
Operating	492		512		1,472		1,448
Selling, general and administrative	453		434		1,335		1,293
Depreciation and amortization	123		108		356		318
Restructuring	21		6		81		13
Charges related to asset abandonment	1		15		4		30
Total expenses	1,090		1,075		3,248		3,102

Operating income	917		738		2,581		2,314
Non-operating (expense) income, net
Interest expense, net	(58)		(60)		(180)		(185)
Other non-operating income, net	8		25		42		45

Total non-operating (expense) income, net	(50)		(35)		(138)		(140)
Income before provision for income taxes	867		703		2,443		2,174
Provision for income taxes	220		169		592		510
Net income	647		534		1,851		1,664
Less: Net income attributable to noncontrolling interests	1		—		2		1
Net income attributable to Moody's	$	646	$	534	$	1,849	$	1,663

Earnings per share attributable to Moody's common shareholders
Basic	$	3.61	$	2.94	$	10.30	$	9.13
Diluted	$	3.60	$	2.93	$	10.26	$	9.09

Weighted average number of shares outstanding
Basic	178.9		181.7		179.5		182.2
Diluted	179.6		182.5		180.2		183.0


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

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

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

Total current liabilities	2,499		3,597
Non-current portion of deferred revenue	58		57
Long-term debt	6,983		6,731
Deferred tax liabilities, net	348		449
Uncertain tax positions	232		211
Operating lease liabilities	282		216
Other liabilities	901		517
Total liabilities	11,303		11,778










Total Moody's shareholders' equity	3,957		3,565
Noncontrolling interests	155		162
Total shareholders' equity	4,112		3,727
Total liabilities, noncontrolling interests and shareholders' equity	$	15,415	$	15,505


(1) Expense on borrowings includes interest on long-term debt and realized gains/losses related to interest rate swaps and cross currency swaps.


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


	Three Months Ended September 30,
	2025											2024
Amounts in millions	MA			MIS			Eliminations		Consolidated			MA			MIS			Eliminations		Consolidated
Total external revenue	$	909		$	1,098		$	—	$	2,007		$	831		$	982		$	—	$	1,813
Intersegment revenue	3			50			(53)		—			3			48			(51)		—
Total revenue	912			1,148			(53)		2,007			834			1,030			(51)		1,813
Compensation expense	352			283			—		635			350			318			—		668
Non-compensation expense	197			113			—		310			183			95			—		278
Intersegment expense	50			3			(53)		—			48			3			(51)		—
Operating, SG&A	599			399			(53)		945			581			416			(51)		946
Adjusted Operating Income	$	313		$	749		$	—	$	1,062		$	253		$	614		$	—	$	867
Adjusted Operating Margin	34.3		%	65.2		%			52.9		%	30.3		%	59.6		%			47.8		%
Depreciation and amortization	101			22			—		123			88			20			—		108
Restructuring	15			6			—		21			4			2			—		6
Charges related to asset abandonment (1)	1			—			—		1			15			—			—		15
Operating income									$	917										$	738
Operating margin									45.7		%									40.7		%
Non-operating (expense) income, net									(50)											(35)
Income before provision for income taxes									$	867										$	703


	Nine Months Ended September 30,
	2025											2024
Amounts in millions	MA			MIS			Eliminations		Consolidated			MA			MIS			Eliminations		Consolidated
Total external revenue	$	2,656		$	3,173		$	—	$	5,829		$	2,432		$	2,984		$	—	$	5,416
Intersegment revenue	9			149			(158)		—			10			144			(154)		—
Total revenue	2,665			3,322			(158)		5,829			2,442			3,128			(154)		5,416
Compensation expense	1,069			843			—		1,912			1,023			867			—		1,890
Non-compensation expense	589			306			—		895			554			297			—		851
Intersegment expense	149			9			(158)		—			144			10			(154)		—
Operating, SG&A	1,807			1,158			(158)		2,807			1,721			1,174			(154)		2,741
Adjusted Operating Income	$	858		$	2,164		$	—	$	3,022		$	721		$	1,954		$	—	$	2,675
Adjusted Operating Margin	32.2		%	65.1		%			51.8		%	29.5		%	62.5		%			49.4		%
Depreciation and amortization	292			64			—		356			260			58			—		318
Restructuring	59			22			—		81			7			6			—		13
Charges related to asset abandonment (1)	4			—			—		4			30			—			—		30
Operating income									$	2,581										$	2,314
Operating margin									44.3		%									42.7		%
Non-operating (expense) income, net									(138)											(140)
Income before provision for income taxes									$	2,443										$	2,174


Amounts in millions	September 30, 2025		September 30, 2024		Change		Growth
MA ARR
Decision Solutions
Banking	$	466	$	436	$	30	7%
Insurance	628		583		45		8%
KYC	407		351		56		16%
Total Decision Solutions	$	1,501	$	1,370	$	131	10%
Research and Insights	970		899		71		8%
Data and Information	890		832		58		7%
Total MA ARR	$	3,361	$	3,101	$	260	8%


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


Full Year 2025 Moody's Corporation Guidance as of October 22, 2025
Moody's Corporation (MCO)	Last Publicly Disclosed Guidance	Current Guidance
Revenue	Increase in the mid-single-digit percent range	Increase in the high-single-digit percent range
Operating Expenses	Increase in the low-to-mid-single-digit percent range	NC
Operating Margin	42% to 43%	43% to 44%
Adjusted Operating Margin (1)	49% to 50%	Approximately 51%
Interest Expense, Net	$220 million to $240 million	$215 million to $225 million
Effective Tax Rate	23% to 25%	22% to 23%(2)
Diluted EPS	$12.25 to $12.75	$13.15 to $13.40
Adjusted Diluted EPS (1)	$13.50 to $14.00	$14.50 to $14.75
Operating Cash Flow	$2.65 to $2.85 billion	Approximately $2.85 billion
Free Cash Flow (1)	$2.30 to $2.50 billion	Approximately $2.5 billion
Share Repurchases	At least $1.3 billion (subject to available cash, market conditions, M&A opportunities and other ongoing capital allocation decisions)	At least $1.5 billion (subject to available cash, market conditions, M&A opportunities and other ongoing capital allocation decisions)
Moody's Analytics (MA)	Last Publicly Disclosed Guidance	Current Guidance
MA Revenue	Increase in the high-single-digit percent range	NC
ARR (3)	Increase in the high-single-digit percent range	NC
MA Adjusted Operating Margin	32% to 33%	Approximately 33%
Moody's Investors Service (MIS)	Last Publicly Disclosed Guidance	Current Guidance
MIS Revenue	Increase in the low-single-digit to mid-single-digit percent range	Increase in the high-single-digit percent range
MIS Adjusted Operating Margin	61% to 62%	63% to 64%
NC - There is no difference between the Company’s current guidance and the last publicly disclosed guidance for this item. Note: All current guidance as of October 22, 2025. (1) These metrics are adjusted measures. See below for reconciliation of these measures to their comparable U.S. GAAP measure. (2) Incorporates an approximate 200 bps benefit in the fourth quarter of 2025 pursuant to the lapse of a statute of limitations related to tax exposures assumed in a prior-year M&A transaction, for which the sellers indemnified Moody’s. This benefit will be fully offset by the release of an indemnification asset, resulting in no impact to net income or EPS. (3) Refer to Table 10 within this earnings release for the definition of and further information on the ARR metric.


			Projected for the Year Ended December 31, 2025
Operating margin guidance			43% to 44%
Depreciation and amortization			Approximately 6.2%
Restructuring			Approximately 1.3%
Charges Related to Asset Abandonment			Negligible
Adjusted Operating Margin guidance			Approximately 51%

			Projected for the Year Ended December 31, 2025
Operating cash flow guidance			Approximately $2.85 billion
Less: Capital expenditures			Approximately $350 million
Free Cash Flow guidance			Approximately $2.5 billion

			Projected for the Year Ended December 31, 2025
Diluted EPS guidance			$13.15 to $13.40
Acquisition-Related Intangible Amortization			Approximately $0.90
Restructuring			Approximately $0.45
Charges Related to Asset Abandonment			Negligible

Adjusted Diluted EPS guidance			$14.50 to $14.75