8-K
MOODYS CORP /DE/ (MCO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549
__________
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 2025
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-14037 | 13-3998945 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7 World Trade Center at 250 Greenwich StreetNew York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | MCO | New York Stock Exchange |
| 1.75% Senior Notes Due 2027 | MCO 27 | New York Stock Exchange |
| 0.950% Senior Notes Due 2030 | MCO 30 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | | --- | --- || If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | | --- | --- |
TABLE OF CONTENTS
| 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 |
Item 2.02, "Results of Operations and Financial Condition"
On October 22, 2025, Moody's Corporation (the "Registrant") announced its financial results for the quarter ended September 30, 2025, as well as its outlook for 2025. A copy of the press release containing the announcement is included as Exhibit 99.1.
The information contained in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 7.01, "Regulation FD Disclosure"
The information set forth under Item 2.02, "Results of Operations and Financial Condition" is incorporated herein by reference.
Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits
| 99.1 | Press release of Moody's Corporation datedOctober 22, 2025, announcing results for the quarter endedSeptember30, 2025. |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY'S CORPORATION | |
|---|---|
| By: | /s/ Elizabeth M. McCarroll |
| Elizabeth M. McCarroll | |
| Managing Director – Corporate Governance, Securities and Corporate Secretary |
Date: October 22, 2025
4
Document
MOODY'S CORPORATION REPORTS RESULTS
FOR THIRD QUARTER 2025
NEW YORK, NY - October 22, 2025 - Moody's Corporation (NYSE: MCO) today announced results for the third quarter 2025 and updated select metrics within its outlook for full year 20251.
| THIRD QUARTER SUMMARY FINANCIALS | ||
|---|---|---|
| Moody’s Corporation <br>(MCO) Revenue | Moody’s Analytics <br>(MA) Revenue | Moody’s Investors Service <br>(MIS) Revenue |
| 3Q 2025 | 3Q 2025 | 3Q 2025 |
| $2.0 billion ⇑ 11% | $909 million ⇑ 9% | $1.1 billion ⇑ 12% |
| YTD 2025 | YTD 2025 | YTD 2025 |
| $5.8 billion ⇑ 8% | $2.7 billion ⇑ 9% | $3.2 billion ⇑ 6% |
| MCO Diluted EPS | MCO Adjusted Diluted EPS2 | MCO FY 2025 Projected1 |
| 3Q 2025 | 3Q 2025 | Diluted EPS |
| $3.60 ⇑ 23% | $3.92 ⇑ 22% | $13.15 to $13.40 |
| YTD 2025 | YTD 2025 | Adjusted Diluted EPS2 |
| $10.26 ⇑ 13% | $11.30 ⇑ 15% | $14.50 to $14.75 |
| “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<br>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<br>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.<br><br>2 Refer to the tables at the end of this press release for reconciliations of adjusted and constant currency measures to U.S. GAAP. | |
| --- |
| REVENUE | | --- || Moody’s Corporation (MCO) | | --- |
| Third Quarter 2025 | Year-to-Date 2025 |
|---|---|
| •MCO revenue was $2.0 billion, an 11% increase from the prior-year period.<br><br>•Foreign currency translation favorably impacted MCO revenue by 1%. | •MCO revenue was $5.8 billion, an 8% increase from the prior-year period.<br><br>•Foreign currency translation favorably impacted MCO revenue by 1%. |
| Moody’s Analytics (MA) |
|---|
| 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.<br><br>•Recurring revenue, comprising 96% of total MA revenue, grew 11% on a reported and 8% on an organic constant currency basis2.<br><br>•Transaction revenue declined by 19%, reflecting MA’s ongoing strategic shift towards subscription-based solutions.<br><br>•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%.<br><br>•Recurring revenue grew 11% on a reported and 8% on an organic constant currency2 basis.<br><br>•ARR3 of $3.4 billion increased $260 million, representing 8% growth versus September 30, 2024.<br><br>•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. | |
| --- |
| Moody’s Investors Service (MIS) |
|---|
| 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.<br><br>•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.<br><br>•Financial Institutions revenue growth is attributed to the strongest quarter in over a decade for infrequent issuer issuance in Banking.<br><br>•Structured Finance revenue growth was primarily driven by increased activity in CLOs, supported by growth of Leveraged Loan formation.<br><br>•Public, Project and Infrastructure Finance revenue growth was mainly driven by U.S. Public Finance issuance.<br><br>•Foreign currency translation favorably impacted MIS revenue by 1%. | •Revenue grew 6% compared to the prior-year period.<br><br>•Market conditions remained constructive despite tariff and trade volatility, as spreads remained near historical lows and investor demand remained strong.<br><br>•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.<br><br>•Financial Institutions revenue growth was primarily driven by infrequent issuance within the Banking sector.<br><br>•Structured Finance revenue increased primarily from continued momentum in CMBS and CLOs, given the tight spread environment.<br><br>•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.<br><br>•Foreign currency translation had an immaterial impact on MIS revenue. |
| OPERATING EXPENSES AND MARGIN | | --- || MCO Operating Expenses | | --- |
| 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.<br><br>•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.<br><br>•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.<br><br>•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. | |
| --- |
| Operating Margin and Adjusted Operating Margin2 |
|---|
| 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.<br><br>•MA’s adjusted operating margin was 34.3%, up 400 basis points from the prior-year period.<br><br>•MIS’s adjusted operating margin was 65.2%, up 560 basis points from the prior-year period.<br><br>•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%.<br><br>•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.<br><br>•MIS’s adjusted operating margin was 65.1%, up 260 basis points from the prior-year period.<br><br>•Foreign currency translation had an immaterial impact on MCO’s operating and adjusted operating margins2. |
| EARNINGS PER SHARE (EPS) |
|---|
| Diluted EPS and Adjusted Diluted EPS2 |
| --- |
| 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.<br><br>•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.<br><br>•The ETR was 24.2%, broadly in line with the prior-year period. |
| CAPITAL ALLOCATION AND LIQUIDITY | | --- || Capital Returned to Shareholders & Free Cash Flow2 | | --- |
| •Cash flow from operations was $2,043 million and free cash flow2 was $1,798 million.<br><br>•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.<br><br>•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.<br><br>•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.<br><br>•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.<br><br>•As of September 30, 2025, Moody's had $7.0 billion of outstanding debt and an undrawn $1.25 billion revolving credit facility. |
|---|
| ASSUMPTIONS AND OUTLOOK |
|---|
Moody’s updated outlook for full year 2025, as of October 22, 2025, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. These assumptions include, but are not limited to, the effects of current economic conditions, including tariff and trade policies, the effects of interest rates, inflation, foreign currency exchange rates, capital markets’ liquidity, and activity in different sectors of the debt markets. Except to the extent specifically stated otherwise, this outlook does not take into account any acquisitions or dispositions that have not closed prior to the date of this release. This outlook also reflects uncertainties about global GDP growth and could be affected by the impact of changes in international economic conditions, geopolitical events, and international trade and economic policies. Actual full year 2025 results could differ materially from Moody’s current outlook.
This outlook incorporates various specific macroeconomic assumptions, including:
| 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<br><br>mid-single-digit percent range | Increase in the mid-single-digit<br><br>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.<br><br>Note: All current assumptions are as of October 22, 2025.<br><br>(1) GDP growth represents real GDP. |
A full summary of Moody's full year 2025 guidance as of October 22, 2025, is included in Table 12 – “2025 Outlook” at the end of this press release.
| TELECONFERENCE DETAILS | | --- || 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 | |
| ABOUT MOODY’S CORPORATION |
|---|
In a world shaped by increasingly interconnected risks, Moody’s (NYSE:MCO) data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities. With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody’s gives customers the comprehensive perspective needed to act with confidence and thrive. Learn more at moodys.com.
| “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 |
|---|
Certain statements contained in this document are forward-looking statements and are based on future expectations, plans and prospects for Moody’s business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. The forward-looking statements and other information in this document are made as of the date hereof, and Moody’s undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Moody’s is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to: the uncertain effects of U.S. and foreign government actions affecting international trade and economic policy, including changes and volatility in tariffs and trade policies and retaliatory actions, on credit markets, customers and customer retention, and demand for our products and services; the impact of general economic conditions (including significant government debt and deficit levels, and inflation or recessions and related monetary policy actions by governments in response thereto) on worldwide credit markets and on economic activity, including on the level of merger and acquisition activity, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets; the uncertain effects of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets; the impact of geopolitical events and actions, such as the Russia-Ukraine military conflict, military conflicts in the Middle East, and tensions between India and Pakistan, and of tensions and disputes in political and global relations, on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide and on Moody’s own operations and personnel; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties; the level of merger and acquisition activity in the U.S. and abroad; the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction or development of competing and/or emerging technologies and products; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations; the potential for increased competition and regulation in the jurisdictions in which we operate, including the EU; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards applicable to CRAs in a manner adverse to CRAs; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; uncertainty regarding the future relationship between the U.S. and China; the possible loss of key employees and the impact of the global labor environment; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the timing and effectiveness of our restructuring programs; currency and foreign exchange volatility; the outcome of any review by tax authorities of Moody’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions, or other business combinations and the ability of Moody’s to successfully integrate acquired businesses; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions, corporate or government entities. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2024, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Table 1 - Consolidated Statements of Operations (Unaudited)
| Three Months Ended<br><br>September 30, | Nine Months Ended<br>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 |
Table 2 - Condensed Consolidated Balance Sheet Data (Unaudited)
| 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 |
Table 3 - Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended<br>September 30, | ||||
|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | ||
| Cash flows from operating activities | ||||
| Net income | $ | 1,851 | $ | 1,664 |
| Reconciliation of net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 356 | 318 | ||
| Stock-based compensation | 174 | 166 | ||
| Deferred income taxes | 40 | 9 | ||
| Non-cash restructuring and abandonment-related charges | 8 | 15 | ||
| Provision for credit losses on accounts receivable | 11 | 14 | ||
| Gain on previously held/sold investments in non-consolidated affiliates | — | (7) | ||
| Net changes in other operating assets and liabilities | (397) | (15) | ||
| Net cash provided by operating activities | 2,043 | 2,164 | ||
| Cash flows from investing activities | ||||
| Capital additions | (245) | (243) | ||
| Purchases of investments | (158) | (623) | ||
| Sales and maturities of investments | 656 | 105 | ||
| Purchases of investments in non-consolidated affiliates | (14) | (4) | ||
| Receipts from settlement of net investment hedges | 32 | — | ||
| Cash paid for acquisitions, net of cash acquired | (227) | (110) | ||
| Net cash provided by (used in) investing activities | 44 | (875) | ||
| Cash flows from financing activities | ||||
| Issuance of notes | — | 496 | ||
| Repayment of notes | (700) | — | ||
| Proceeds from stock-based compensation plans | 44 | 60 | ||
| Repurchase of shares related to stock-based compensation | (92) | (85) | ||
| Treasury shares | (1,170) | (812) | ||
| Dividends | (534) | (465) | ||
| Dividends to noncontrolling interests | (2) | (1) | ||
| Debt issuance costs, extinguishment costs and related fees | — | (5) | ||
| Net cash used in financing activities | (2,454) | (812) | ||
| Effect of exchange rate changes on cash and cash equivalents | 140 | 35 | ||
| (Decrease) increase in cash and cash equivalents | (227) | 512 | ||
| Cash and cash equivalents, beginning of period | 2,408 | 2,130 | ||
| Cash and cash equivalents, end of period | $ | 2,181 | $ | 2,642 |
Table 4 - Non-Operating (Expense) Income, Net (Unaudited)
| Three Months Ended<br><br>September 30, | Nine Months Ended<br>September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | 2025 | 2024 | ||||||
| Interest: | ||||||||||
| Income | $ | 14 | $ | 28 | $ | 51 | $ | 73 | ||
| Expense on borrowings(1) | (59) | (79) | (193) | (227) | ||||||
| Expense on UTPs and other tax related liabilities | (6) | (3) | (17) | (12) | ||||||
| Net periodic pension costs - interest component | (7) | (6) | (21) | (19) | ||||||
| Interest expense, net | $ | (58) | $ | (60) | $ | (180) | $ | (185) | ||
| Other non-operating income, net: | ||||||||||
| FX gains (losses) | $ | (7) | $ | — | $ | (10) | $ | (7) | ||
| Net periodic pension income - non-service and non-interest cost components | 9 | 9 | 27 | 25 | ||||||
| Income from investments in non-consolidated affiliates | 4 | 8 | 18 | 10 | ||||||
| Gain on previously held equity method investments(2) | — | 7 | — | 7 | ||||||
| Gain on investments | 3 | 4 | 8 | 12 | ||||||
| Other | (1) | (3) | (1) | (2) | ||||||
| Other non-operating income, net | $ | 8 | $ | 25 | $ | 42 | $ | 45 | ||
| Total non-operating (expense) income, net | $ | (50) | $ | (35) | $ | (138) | $ | (140) | (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. |
Table 5 - Financial Information by Segment (Unaudited)
The table below shows revenue and Adjusted Operating Income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment.
| 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 |
(1) The charges related to asset abandonment for the three and nine months ended September 30, 2025 and 2024 relate to severance incurred pursuant to a reduction in staff due to the Company's decision in 2024 to outsource the production of certain sustainability content utilized in our product offerings.
Table 6 - Transaction and Recurring Revenue (Unaudited)
The following tables summarize the split between transaction revenue and recurring revenue. In the MA segment, recurring revenue represents subscription-based revenue and software maintenance revenue. Transaction revenue in MA represents revenue from one-time sales, including those from perpetual software license fees, software implementation services, risk management advisory projects, and training and certification services. In the MIS segment, excluding MIS Other, transaction revenue represents the initial rating of a new debt issuance, as well as other one-time fees, while recurring revenue represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, transaction revenue represents revenue from professional services, while recurring revenue represents financial instrument pricing services.
| Three Months Ended September 30, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||
| Amounts in millions | Transaction | Recurring | Total | Transaction | Recurring | Total | ||||||||||||
| Decision Solutions | ||||||||||||||||||
| Banking | $ | 25 | $ | 115 | $ | 140 | $ | 28 | $ | 112 | $ | 140 | ||||||
| 18 | % | 82 | % | 100 | % | 20 | % | 80 | % | 100 | % | |||||||
| Insurance | $ | 3 | $ | 168 | $ | 171 | $ | 6 | $ | 142 | $ | 148 | ||||||
| 2 | % | 98 | % | 100 | % | 4 | % | 96 | % | 100 | % | |||||||
| KYC | $ | 1 | $ | 112 | $ | 113 | $ | 3 | $ | 92 | $ | 95 | ||||||
| 1 | % | 99 | % | 100 | % | 3 | % | 97 | % | 100 | % | |||||||
| Total Decision Solutions | $ | 29 | $ | 395 | $ | 424 | $ | 37 | $ | 346 | $ | 383 | ||||||
| 7 | % | 93 | % | 100 | % | 10 | % | 90 | % | 100 | % | |||||||
| Research & Insights | $ | 3 | $ | 249 | $ | 252 | $ | 3 | $ | 232 | $ | 235 | ||||||
| 1 | % | 99 | % | 100 | % | 1 | % | 99 | % | 100 | % | |||||||
| Data & Information | $ | 2 | $ | 231 | $ | 233 | $ | 2 | $ | 211 | $ | 213 | ||||||
| 1 | % | 99 | % | 100 | % | 1 | % | 99 | % | 100 | % | |||||||
| Total MA | $ | 34 | $ | 875 | $ | 909 | $ | 42 | $ | 789 | $ | 831 | ||||||
| 4 | % | 96 | % | 100 | % | 5 | % | 95 | % | 100 | % | |||||||
| Corporate Finance | $ | 433 | $ | 143 | $ | 576 | $ | 382 | $ | 133 | $ | 515 | ||||||
| 75 | % | 25 | % | 100 | % | 74 | % | 26 | % | 100 | % | |||||||
| Structured Finance | $ | 86 | $ | 60 | $ | 146 | $ | 78 | $ | 57 | $ | 135 | ||||||
| 59 | % | 41 | % | 100 | % | 58 | % | 42 | % | 100 | % | |||||||
| Financial Institutions | $ | 123 | $ | 85 | $ | 208 | $ | 92 | $ | 78 | $ | 170 | ||||||
| 59 | % | 41 | % | 100 | % | 54 | % | 46 | % | 100 | % | |||||||
| Public, Project and Infrastructure Finance | $ | 111 | $ | 50 | $ | 161 | $ | 109 | $ | 45 | $ | 154 | ||||||
| 69 | % | 31 | % | 100 | % | 71 | % | 29 | % | 100 | % | |||||||
| MIS Other | $ | — | $ | 7 | $ | 7 | $ | 2 | $ | 6 | $ | 8 | ||||||
| — | % | 100 | % | 100 | % | 25 | % | 75 | % | 100 | % | |||||||
| Total MIS | $ | 753 | $ | 345 | $ | 1,098 | $ | 663 | $ | 319 | $ | 982 | ||||||
| 69 | % | 31 | % | 100 | % | 68 | % | 32 | % | 100 | % | |||||||
| Total Moody's Corporation | $ | 787 | $ | 1,220 | $ | 2,007 | $ | 705 | $ | 1,108 | $ | 1,813 | ||||||
| 39 | % | 61 | % | 100 | % | 39 | % | 61 | % | 100 | % |
Table 6 - Transaction and Recurring Revenue (Unaudited) Continued
| Nine Months Ended September 30, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||
| Amounts in millions | Transaction | Recurring | Total | Transaction | Recurring | Total | ||||||||||||
| Decision Solutions | ||||||||||||||||||
| Banking | $ | 76 | $ | 343 | $ | 419 | $ | 85 | $ | 320 | $ | 405 | ||||||
| 18 | % | 82 | % | 100 | % | 21 | % | 79 | % | 100 | % | |||||||
| Insurance | $ | 15 | $ | 487 | $ | 502 | $ | 20 | $ | 419 | $ | 439 | ||||||
| 3 | % | 97 | % | 100 | % | 5 | % | 95 | % | 100 | % | |||||||
| KYC | $ | 1 | $ | 320 | $ | 321 | $ | 6 | $ | 264 | $ | 270 | ||||||
| — | % | 100 | % | 100 | % | 2 | % | 98 | % | 100 | % | |||||||
| Total Decision Solutions | $ | 92 | $ | 1,150 | $ | 1,242 | $ | 111 | $ | 1,003 | $ | 1,114 | ||||||
| 7 | % | 93 | % | 100 | % | 10 | % | 90 | % | 100 | % | |||||||
| Research & Insights | $ | 9 | $ | 728 | $ | 737 | $ | 9 | $ | 674 | $ | 683 | ||||||
| 1 | % | 99 | % | 100 | % | 1 | % | 99 | % | 100 | % | |||||||
| Data & Information | $ | 6 | $ | 671 | $ | 677 | $ | 7 | $ | 628 | $ | 635 | ||||||
| 1 | % | 99 | % | 100 | % | 1 | % | 99 | % | 100 | % | |||||||
| Total MA | $ | 107 | $ | 2,549 | $ | 2,656 | $ | 127 | $ | 2,305 | $ | 2,432 | ||||||
| 4 | % | 96 | % | 100 | % | 5 | % | 95 | % | 100 | % | |||||||
| Corporate Finance | $ | 1,225 | $ | 427 | $ | 1,652 | $ | 1,169 | $ | 400 | $ | 1,569 | ||||||
| 74 | % | 26 | % | 100 | % | 75 | % | 25 | % | 100 | % | |||||||
| Structured Finance | $ | 238 | $ | 181 | $ | 419 | $ | 213 | $ | 167 | $ | 380 | ||||||
| 57 | % | 43 | % | 100 | % | 56 | % | 44 | % | 100 | % | |||||||
| Financial Institutions | $ | 340 | $ | 250 | $ | 590 | $ | 329 | $ | 231 | $ | 560 | ||||||
| 58 | % | 42 | % | 100 | % | 59 | % | 41 | % | 100 | % | |||||||
| Public, Project and Infrastructure Finance | $ | 340 | $ | 146 | $ | 486 | $ | 315 | $ | 134 | $ | 449 | ||||||
| 70 | % | 30 | % | 100 | % | 70 | % | 30 | % | 100 | % | |||||||
| MIS Other | $ | 5 | $ | 21 | $ | 26 | $ | 6 | $ | 20 | $ | 26 | ||||||
| 19 | % | 81 | % | 100 | % | 23 | % | 77 | % | 100 | % | |||||||
| Total MIS | $ | 2,148 | $ | 1,025 | $ | 3,173 | $ | 2,032 | $ | 952 | $ | 2,984 | ||||||
| 68 | % | 32 | % | 100 | % | 68 | % | 32 | % | 100 | % | |||||||
| Total Moody's Corporation | $ | 2,255 | $ | 3,574 | $ | 5,829 | $ | 2,159 | $ | 3,257 | $ | 5,416 | ||||||
| 39 | % | 61 | % | 100 | % | 40 | % | 60 | % | 100 | % |
Table 7 - Adjusted Operating Income and Adjusted Operating Margin (Unaudited)
The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments; and iii) charges related to asset abandonment. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these charges may vary widely across periods and companies.
Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.
Below is a reconciliation of these measures to their most directly comparable U.S. GAAP measures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | 2025 | 2024 | ||||||||
| Operating income | $ | 917 | $ | 738 | $ | 2,581 | $ | 2,314 | ||||
| Depreciation and amortization | 123 | 108 | 356 | 318 | ||||||||
| Restructuring | 21 | 6 | 81 | 13 | ||||||||
| Charges related to asset abandonment | 1 | 15 | 4 | 30 | ||||||||
| Adjusted Operating Income | $ | 1,062 | $ | 867 | $ | 3,022 | $ | 2,675 | ||||
| Operating margin | 45.7 | % | 40.7 | % | 44.3 | % | 42.7 | % | ||||
| Adjusted Operating Margin | 52.9 | % | 47.8 | % | 51.8 | % | 49.4 | % |
Table 8 - Free Cash Flow (Unaudited)
The Company defines Free Cash Flow as net cash provided by operating activities minus cash paid for capital additions. Management believes that Free Cash Flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow.
Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow:
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | ||
| Net cash provided by operating activities | $ | 2,043 | $ | 2,164 |
| Capital additions | (245) | (243) | ||
| Free Cash Flow | $ | 1,798 | $ | 1,921 |
| Net cash provided by (used in) investing activities | $ | 44 | $ | (875) |
| Net cash used in financing activities | $ | (2,454) | $ | (812) |
Table 9 - Organic Constant Currency Revenue Growth (Unaudited)
The Company presents organic constant currency revenue growth (decline) as its non-GAAP measure of revenue growth (decline). Management deems this measure to be useful in providing additional perspective in assessing the Company's revenue growth (decline) excluding both the inorganic revenue impacts from certain acquisition activity and the impacts of changes in foreign exchange rates. The Company calculates the dollar impact of foreign exchange as the difference between the translation of its current period non-USD functional currency results using comparative prior period weighted average foreign exchange translation rates and current year reported results.
Below is a reconciliation of the Company's reported revenue and growth (decline) rates to its organic constant currency revenue growth (decline) measures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | Change | Growth | 2025 | 2024 | Change | Growth | ||||||
| MCO revenue | $ | 2,007 | $ | 1,813 | $ | 194 | 11% | $ | 5,829 | $ | 5,416 | $ | 413 | 8% |
| FX impact | (24) | — | (24) | (37) | — | (37) | ||||||||
| Inorganic revenue from acquisitions | (13) | — | (13) | (45) | — | (45) | ||||||||
| Organic constant currency MCO revenue | $ | 1,970 | $ | 1,813 | $ | 157 | 9% | $ | 5,747 | $ | 5,416 | $ | 331 | 6% |
| MA revenue | $ | 909 | $ | 831 | $ | 78 | 9% | $ | 2,656 | $ | 2,432 | $ | 224 | 9% |
| FX impact | (14) | — | (14) | (21) | — | (21) | ||||||||
| Inorganic revenue from acquisitions | (13) | — | (13) | (38) | — | (38) | ||||||||
| Organic constant currency MA revenue | $ | 882 | $ | 831 | $ | 51 | 6% | $ | 2,597 | $ | 2,432 | $ | 165 | 7% |
| Decision Solutions revenue | $ | 424 | $ | 383 | $ | 41 | 11% | $ | 1,242 | $ | 1,114 | $ | 128 | 11% |
| FX impact | (5) | — | (5) | (7) | — | (7) | ||||||||
| Inorganic revenue from acquisitions | (13) | — | (13) | (38) | — | (38) | ||||||||
| Organic constant currency Decision Solutions revenue | $ | 406 | $ | 383 | $ | 23 | 6% | $ | 1,197 | $ | 1,114 | $ | 83 | 7% |
| Research and Insights revenue | $ | 252 | $ | 235 | $ | 17 | 7% | $ | 737 | $ | 683 | $ | 54 | 8% |
| FX impact | (3) | — | (3) | (6) | — | (6) | ||||||||
| Inorganic revenue from acquisitions | — | — | — | |||||||||||
| Constant currency Research and Insights revenue | $ | 249 | $ | 235 | $ | 14 | 6% | $ | 731 | $ | 683 | $ | 48 | 7% |
| Data and Information revenue | $ | 233 | $ | 213 | $ | 20 | 9% | $ | 677 | $ | 635 | $ | 42 | 7% |
| FX impact | (6) | — | (6) | (8) | — | (8) | ||||||||
| Constant currency Data and Information revenue | $ | 227 | $ | 213 | $ | 14 | 7% | $ | 669 | $ | 635 | $ | 34 | 5% |
| MA recurring revenue | $ | 875 | $ | 789 | $ | 86 | 11% | $ | 2,549 | $ | 2,305 | $ | 244 | 11% |
| FX impact | (14) | — | (14) | (22) | — | (22) | ||||||||
| Inorganic recurring revenue from acquisitions | (12) | — | (12) | (36) | — | (36) | ||||||||
| Organic constant currency MA recurring revenue | $ | 849 | $ | 789 | $ | 60 | 8% | $ | 2,491 | $ | 2,305 | $ | 186 | 8% |
Table 10 - Key Performance Metrics - Annualized Recurring Revenue (Unaudited)
The Company presents Annualized Recurring Revenue (“ARR”) on an organic constant currency basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.
The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including one-time training, services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, ARR excludes contracts related to acquisitions to provide additional perspective in assessing growth excluding the impacts from certain acquisition activity.
The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with U.S. GAAP.
| Amounts in millions | September 30, 2025 | September 30, 2024 | Change | Growth | |||
|---|---|---|---|---|---|---|---|
| MA ARR | |||||||
| Decision Solutions | |||||||
| Banking | $ | 466 | $ | 436 | $ | 30 | 7% |
| Insurance | 628 | 583 | 45 | 8% | |||
| KYC | 407 | 351 | 56 | 16% | |||
| Total Decision Solutions | $ | 1,501 | $ | 1,370 | $ | 131 | 10% |
| Research and Insights | 970 | 899 | 71 | 8% | |||
| Data and Information | 890 | 832 | 58 | 7% | |||
| Total MA ARR | $ | 3,361 | $ | 3,101 | $ | 260 | 8% |
Table 11 - Adjusted Net Income and Adjusted Diluted EPS Attributable to Moody's Common Shareholders (Unaudited)
The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody’s operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) charges related to asset abandonment; and iv) gains on previously held equity method investments.
The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these items may vary widely across periods and companies.
The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.
Below is a reconciliation of these measures to their most directly comparable U.S. GAAP measures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net Income attributable to Moody's common shareholders | $ | 646 | $ | 534 | $ | 1,849 | $ | 1,663 | ||||||||
| Pre-tax Acquisition-Related Intangible Amortization Expenses | $ | 55 | $ | 51 | $ | 163 | $ | 148 | ||||||||
| Tax on Acquisition-Related Intangible Amortization Expenses | (14) | (12) | (40) | (36) | ||||||||||||
| Net Acquisition-Related Intangible Amortization Expenses | 41 | 39 | 123 | 112 | ||||||||||||
| Pre-tax restructuring | $ | 21 | $ | 6 | $ | 81 | $ | 13 | ||||||||
| Tax on restructuring | (5) | (1) | (20) | (3) | ||||||||||||
| Net restructuring | 16 | 5 | 61 | 10 | ||||||||||||
| Pre-tax charges related to asset abandonment | $ | 1 | $ | 15 | $ | 4 | $ | 30 | ||||||||
| Tax on charges related to asset abandonment | — | (3) | (1) | (7) | ||||||||||||
| Net charges related to asset abandonment | 1 | 12 | 3 | 23 | ||||||||||||
| Pre-tax gain on previously held equity method investments | $ | — | $ | (7) | $ | — | $ | (7) | ||||||||
| Tax on gain on previously held equity method investments | — | 2 | — | 2 | ||||||||||||
| Net gain on previously held equity method investments | — | (5) | — | (5) | ||||||||||||
| Adjusted Net Income | $ | 704 | $ | 585 | $ | 2,036 | $ | 1,803 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Diluted earnings per share attributable to Moody's common shareholders | $ | 3.60 | $ | 2.93 | $ | 10.26 | $ | 9.09 | ||||||||||
| Pre-tax Acquisition-Related Intangible Amortization Expenses | $ | 0.31 | $ | 0.28 | $ | 0.90 | $ | 0.81 | ||||||||||
| Tax on Acquisition-Related Intangible Amortization Expenses | (0.09) | (0.07) | (0.22) | (0.20) | ||||||||||||||
| Net Acquisition-Related Intangible Amortization Expenses | 0.22 | 0.21 | 0.68 | 0.61 | ||||||||||||||
| Pre-tax restructuring | $ | 0.12 | $ | 0.03 | $ | 0.45 | $ | 0.07 | ||||||||||
| Tax on restructuring | (0.03) | — | (0.11) | (0.02) | ||||||||||||||
| Net restructuring | 0.09 | 0.03 | 0.34 | 0.05 | ||||||||||||||
| Pre-tax charges related to asset abandonment | $ | 0.01 | $ | 0.08 | $ | 0.02 | $ | 0.16 | ||||||||||
| Tax on charges related to asset abandonment | — | (0.01) | — | (0.03) | ||||||||||||||
| Net charges related to asset abandonment | 0.01 | 0.07 | 0.02 | 0.13 | ||||||||||||||
| Pre-tax gain on previously held equity method investments | $ | — | $ | (0.04) | $ | — | $ | (0.04) | ||||||||||
| Tax on gain on previously held equity method investments | — | 0.01 | — | 0.01 | ||||||||||||||
| Net gain on previously held equity method investments | — | (0.03) | — | (0.03) | ||||||||||||||
| Adjusted Diluted EPS | $ | 3.92 | $ | 3.21 | $ | 11.30 | $ | 9.85 | Note: The tax impacts in the tables above were calculated using tax rates in effect in the jurisdiction for which the item relates. | |||||||||
| --- |
Table 12 - 2025 Outlook
Moody’s updated outlook for full year 2025, as of October 22, 2025, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. For a complete list of these assumptions, please refer to “Assumptions and Outlook” on page 10 of this earnings release.
| 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<br>(subject to available cash, market conditions, M&A opportunities<br>and other ongoing capital allocation decisions) | At least $1.5 billion<br><br>(subject to available cash, market conditions, M&A opportunities<br><br>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<br><br>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.<br><br>Note: All current guidance as of October 22, 2025.<br><br>(1) These metrics are adjusted measures. See below for reconciliation of these measures to their comparable U.S. GAAP measure.<br><br>(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.<br><br>(3) Refer to Table 10 within this earnings release for the definition of and further information on the ARR metric. |
The following are reconciliations of the Company's adjusted forward-looking measures to their comparable U.S. GAAP measure:
| 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 |
25