Sentences and paragraphs of MCO's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-14.
Each links to the text at sec.gov.
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RemovedRisk Factors
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
confidential data, could cause reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard the Company’s customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by the Company. In addition, disclosure or media reports of actual or perceived security vulnerabilities to the Company’s systems or those of the Company’s third parties, even if no breach has been attempted or occurred, could lead to reputational harm, loss of customers and revenue, or increased regulatory actions oversight and scrutiny.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
Changes The application of current and future laws relating to data access and portability may also require changes in the 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.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Factors that may have already affected credibility and could potentially continue to have an impact 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, 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 ratings, regulators ratings and 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 climate- climate and other sustainability-related risks in the Company's rating process, process or other product and 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.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
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 the change evolving government policies in the U.S. and 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.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
We communicate certain sustainability initiatives, our goals and commitments (including with respect initiatives related to environmental matters, social these matters and other matters), in our via various public disclosures, Task Force on Climate-related Financial Disclosures Report, disclosures available on our website, in our filings with the SEC SEC, and elsewhere.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Also, the emergence and adoption Gen AI technologies and progress towards digitalization of the global economy has required and will continue to require upskilling and additional training of Moody's employees, making retention and training increasingly important. important, particularly in roles where demand for experienced individuals with the right skill set may exceed supply in the labor market.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Competitors may develop quantitative methodologies or related services, including services based on Gen AI, AI or utilizing agentic AI workflows, for assessing credit or climate risk that customers and market participants may deem preferable, more cost-effective or more valuable than the credit risk assessment methods currently employed by Moody’s, or may position, price or market their products in manners that differ from those utilized by Moody’s.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
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, 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.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Our reputation Reputation or business could be negatively impacted Business Could Be Negatively Impacted by ESG matters Sustainability Matters and our reporting Our Reporting of such matters Such Matters
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
For example, in December 2022, the EU adopted DORA, which will apply from early 2025 and will require DORA requires EU financial institutions to have a comprehensive governance and control framework of the management of information and communications technology ICT risks, including risks relating to third-party providers of technology and data such as MA.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
A number of U.S. states have passed or enacted data privacy laws, including the California Privacy Rights Act of 2020 (“CPRA”), and laws in Virginia, Colorado, Connecticut, Utah, Montana, Oregon and Texas, which became effective in 2023 and 2024. (“CPRA”).
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
For example, global economic uncertainty uncertainty, including in the Eurozone or elsewhere, including, but not limited to, in Latin America, China or the Middle East, Eurozone, affects the number of securities offerings undertaken within those particular areas.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
These Failure to achieve these goals or commitments could be challenging to achieve and costly to implement, and complete initiatives could result in scrutiny, criticism or claims from certain stakeholders, including governmental authorities, regulators, shareholders and customers that could negatively impact our business or reputation.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
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 is could materially and adversely affect the Company’s business, operating results and financial condition.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
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
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
— lower interest expense on borrowings of $49 million, which is primarily attributable to favorable impacts from fixed-to-floating interest rate swaps reflecting a lower interest rate environment compared to the prior year; and — the release of an indemnification asset of $79 million associated with the lapse of a statute of limitations related to tax exposures assumed in a prior-year M&A transaction(3), as more fully discussed in Note 15 to the consolidated financial statements.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
— a $16 million reduction in tax-related interest expense primarily reflecting the lapse in the statute of limitations related to tax exposures assumed in a prior-year M&A transaction(3), as more fully discussed in Note 15 to the consolidated financial statements; partially offset by
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
— lower interest income of $37 million reflecting lower cash and short-term investment balances and lower interest rates
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
(3) These amounts offset the tax benefit described in the ETR section below, and accordingly, have no impact on diluted or Adjusted Diluted EPS(1)
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
Decrease 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(3) as more fully discussed in Note 15 to the consolidated financial statements. These tax benefits had no impact on Diluted EPS/Adjusted Diluted EPS(1) as they were offset by the net impact of the reversal of indemnification assets and tax-related interest accruals as further described above.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
Both diluted EPS and Adjusted Diluted EPS(1) growth is mostly attributable to the aforementioned growth in operating income/adjusted operating income(2).
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
–Recurring revenue growth and organic constant currency recurring revenue(1) growth was 11% and 8%, respectively.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
These increases are reflective of growth across all LOBs, as discussed in further detail below.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
–revenue from Praedicat and CAPE Analytics, which the Company acquired in the third quarter of 2024 and first quarter of 2025, respectively
Read it in 10-K 2026-02-18 at sec.gov ↗
RemovedMD&A
— 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:
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
— 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
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Both diluted EPS and Adjusted Diluted EPS(1) growth is mostly attributable to higher operating income and Adjusted Operating Income(1), the components of which are more fully described above. 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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Transaction revenue increased $528 million compared to the prior year, with continued momentum in leveraged finance (which includes bank loans and speculative-grade bonds) and investment-grade issuance. The growth in these sectors resulted from:
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–strong investor demand as yields remained high for the majority of the year; and
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–higher CLO issuance, with new deals supported by increased bank loan activity, coupled with refinancing activity; and
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–increased issuance activity from the CMBS asset class, reflecting tightening credit spreads, declining interest rates and strong investor demand.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Transaction revenue increased $164 million compared to 2023, primarily driven by issuance growth in the insurance and banking sector, which was supported by a favorable issuance mix from infrequent issuer activity.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–higher issuance from U.S. Public Finance issuers, reflecting increased activity in the state and local government and higher education sectors;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–increased investment-grade infrastructure finance activity in both the U.S. and EMEA; and
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
–higher U.S. Project Finance activity supported by continued market improvement.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
Operating 1,973 1,945 1,687 (15 (1 SG&A 1,803 1,735 1,632 (6 (4 Depreciation and amortization 480 431 373 (16 (11 Restructuring 108 59 87 32 (83 Charges related to asset abandonment 3 43 — NM 93 Total 4,367 4,213 3,779 (11 (4 Operating income 3,351 2,875 2,137 35 17 Adjusted Operating Income (1) 3,942 3,408 2,597 31 16 Interest expense, net (213) (237) (251) 6 10 Other non-operating income, net (31) 61 49 24 (151 Gain on divestiture of business 23 — NM Non-operating (expense) income, net (221) (176) (202) 13 (26 Net income attributable to Moody’s $ 2,459 $ 2,058 $ 1,607 28 19 Diluted weighted average shares outstanding 179.9 182.7 184.0 1 2 Diluted EPS attributable to Moody’s common shareholders $ 13.67 $ 11.26 $ 8.73 29 21 Adjusted Diluted EPS (1) $ 14.94 $ 12.47 $ 9.90 26 20 Operating margin 43.4 % 40.6 % 36.1 % Adjusted Operating Margin (1) 51.1 % 48.1 % 43.9 ETR 21.3 % ETR 23.7 % 16.9 %
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Year ended December 31, Amounts in millions 2025 2024 2023 Net income attributable to Moody’s common shareholders $ 2,459 $ 2,058 $ 1,607 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 198 215 $ 198 Tax on Acquisition-Related Intangible Amortization Expenses (48) (52) (48) Net Acquisition-Related Intangible Amortization Expenses 150 163 150 Pre-tax restructuring $ 108 $ 59 $ 87 Tax on restructuring (27) (15) (22) Net restructuring 81 44 65 Pre-tax charges related to asset abandonment $ 3 $ 43 $ — Tax on charges related to asset abandonment (1) (11) — Net charges related to asset abandonment 2 32 — Pre-tax gain on previously held equity method investments $ — $ (7) $ — Tax on gain on previously held equity method investments — 2 — Net gain on previously held equity method investments — (5) Pre-tax gain on divestiture of business $ (23) $ — Pre-tax costs to transact divestiture 2 — Tax on gain on divestiture and related costs 3 — Net gain on divestiture of business and related costs (18) — Adjusted Net Income $ 2,687 $ 2,279 $ 1,822
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Year ended December 31, 2025 2024 2023 Diluted earnings per share attributable to Moody’s common shareholders $ 13.67 $ 11.26 $ 8.73 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 1.08 1.20 $ 1.08 Tax on Acquisition-Related Intangible Amortization Expenses (0.26) (0.29) (0.26) Net Acquisition-Related Intangible Amortization Expenses 0.82 0.91 0.82 Pre-tax restructuring $ 0.60 $ 0.32 $ 0.47 Tax on restructuring (0.15) (0.08) (0.12) Net restructuring 0.45 0.24 0.35 Pre-tax charges related to asset abandonment $ 0.02 $ 0.24 $ — Tax on charges related to asset abandonment (0.01) (0.06) — Net charges related to asset abandonment 0.01 0.18 — Pre-tax gain on previously held equity method investments $ — $ (0.04) $ — Tax on gain on previously held equity method investments — 0.01 — Net gain on previously held equity method investments — (0.03) Pre-tax gain on divestiture of business $ (0.13) $ — Pre-tax costs to transact divestiture 0.01 — Tax on gain on divestiture and related costs 0.02 — Net gain on divestiture of business and related costs (0.10) — Adjusted Diluted EPS $ 14.94 $ 12.47 $ 9.90
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Non-compensation expenses of $476 $696 million increased $13 $31 million, with the most notable driver reflecting: — higher growth in salaries and benefits reflecting attributable to hiring and salary increases to support continued growth in the business; and business growth, coupled with costs from recent acquisitions; partially offset by — costs to support operating business growth, including investments from recent acquisitions — a decrease in technology and innovation — higher incentive and stock-based compensation aligned compensation, which aligns with actual financial and operating operational performance and headcount growth relative to targets
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
The Subsequent to the aforementioned reorganization of the MA reporting unit structure, the Company now has four three reporting units: two reporting units within 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 operations). operations) and one reporting unit within MA.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Compensation expense 1,438 1,370 (5 Non-compensation expense 779 731 (7 Total Operating and SG&A (external) 2,217 2,101 1,946 (8 (6 Operating and SG&A (intersegment) 198 193 186 (4 (3 Total operating and SG&A expense 2,415 2,294 2,132 (8 (5 Adjusted Operating Income $ 1,196 $ 1,014 $ 937 8 18 Adjusted Operating Margin 33.1 % 30.7 % 30.5 % Depreciation and amortization 393 353 298 (18 (11 Restructuring 77 42 59 29 (83 Charges related to asset abandonment 3 43 — NM 93
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Compensation expense 1,136 1,169 3 Non-compensation expense 423 410 (3 Total Operating and SG&A (external) 1,559 1,579 1,373 (15 1 Operating and SG&A (intersegment) 12 13 13 — 8 Total operating and SG&A expense 1,571 1,592 1,386 (15 1 Adjusted Operating Income $ 2,746 $ 2,394 $ 1,660 44 15 Adjusted Operating Margin 63.6 % 60.1 % 54.5 % Depreciation and amortization 87 78 75 (4 (12 Restructuring 31 17 28 39 (82
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $321 million The aforementioned unfavorable impact to the fair value of the cross-currency swaps impacts recognized in OCI, which within OCI would be offset by favorable currency translation gains on the Company’s euro hedged net investment investments in those foreign subsidiaries.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Future interest payments and fees associated with the Company's debt and credit facility are expected to be $4.7 billion, of which Of this amount, approximately $300 million is expected to be paid in each of the next five two years, and approximately $200 million in each of the subsequent three years, with the remaining amount balance expected to be paid thereafter.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Corporate finance (CFG) $ 2,132 $ 1,950 $ 1,404 39 9 Structured finance (SFG) 558 518 405 28 8 Financial institutions (FIG) 759 727 545 33 4 Public, project and infrastructure finance (PPIF) 635 564 476 18 13 Total ratings revenue 4,084 3,759 2,830 33 9 MIS Other 35 34 30 13 3 Total external revenue 4,119 3,793 2,860 33 9 Intersegment royalty 198 193 186 4 3 Total 4,317 3,986 3,046 31 8 Expenses:
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Restructuring The impact of restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, and gains on previously held equity method investments structure are excluded as the frequency and magnitude of these items may vary widely across periods and companies. also excluded.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Future interest payments and fees associated with the Company's debt and credit facility are expected to be $4.7 billion, of which approximately $300 million is expected to be paid in each of the next five years, and the remaining amount expected to be paid thereafter. $3.7 billion.
Read it in 10-K 2026-02-18 at sec.gov ↗