Annual
Report
2024
1
Moody’s 2024 Annual Report
REFLECTING ON A YEAR OF GROWTH AND INNOVATION
In a world of exponential risks, Moody’s continues to
bring rigor, clarity, transparency and innovation to the
marketplace, helping leaders act with confidence, even in
the most uncertain of times.
In my annual letter last year, I remarked that, “The
momentum behind Moody’s achievements is influenced by
a clear mindset focused on growth by helping stakeholders
anticipate, adapt, and thrive in our new global paradigm.”
These words encapsulated the company then, but Moody’s
leadership not only rode this momentum, they embraced
it and turned it into a new pace of change, sparking
unprecedented creativity, innovation, and – ultimately –
record-breaking value for shareholders.
The numbers speak for themselves: annual revenue of $7.1
billion, the highest in the company’s history and a 20%
improvement over 2023. Annual adjusted diluted EPS grew
by 26% to $12.47, and the company’s market capitalization
increased by roughly $25 billion.
This kind of financial performance is the result of an
entrepreneurial spirit that inspired Moody’s leaders and
global employees throughout 2024.
THE POWER OF AN ENTREPRENEURIAL SPIRIT
Early in the year, the company launched a refreshed brand
for the modern era. The update crystalized many elements
of what Moody’s has always done best: provide “bold,
clear, and perceptive” insights on risks facing organizations
and markets. It also inspired Moody’s global workforce,
bringing into clear focus the collective might that the
company has when its global community joins together.
And the world took notice.
New and exciting partnerships were forged with industry
leaders, including Google, Zillow, MSCI, Diligent, along
with an expansion of Moody’s landmark GenAI relationship
with Microsoft. These partnerships not only created new
customer pathways, but they demonstrated the impact and
credibility that Moody’s brings across industries, sectors,
and geographies.
Several strategic acquisitions also took shape – AbleAI,
Vadis Technologies, Praedicat, and Numerated Growth
Technologies – each enhancing Moody’s capabilities across
various workflows.
The new pace of change was recognized throughout the
year with high-profile industry accolades. Among those
that I am most proud:
→Moody’s achieved #1 rankings in the 2024 All-America
Executive Team survey administered by Extel (formerly
Institutional Investor Research), including Best CEO,
CFO, Investor Relations Team, IR Program, Company
Board, and Investor/Analyst Event.
Vincent A. Forlenza
LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
→Moody’s earned a Great Place to Work certification (US)
for the third year in a row, recognizing the company’s
commitment to creating and sustaining an exceptional
workplace experience for employees.
→Moody’s Ratings was named the #1 Best Credit Rating
Agency for the 13th year in a row in the Global Fixed
Income Research rankings administered by Extel.
→For the third year in a row, Moody’s ranked #1 in the
Chartis RiskTech100, which recognizes the world’s
leading providers of risk and compliance technology.
Moody’s also won 12 individual categories, including
Banking, Insurance, and Climate Risk. The company
has been recognized for its risk technology capabilities
more than any other company over the past five years.
Moody’s occupies a unique position in the world, providing
indispensable insight, rigor, and innovation to global markets
and market participants. It’s a responsibility that the company
takes very seriously. Based on the progress attained in 2024,
I am excited by the opportunities that lie ahead.
MOMENTUM MULTIPLIED
As I conclude my second year as Moody’s Chairman
of the Board, I remain inspired by Moody’s unrelenting
commitment to innovate and deliver for its customers.
That’s what Moody’s has done best for 115 years – help our
customers uncover meaning amidst uncertainty to decode
risk and unlock opportunity.
By continuing to embrace an entrepreneurial spirit and
leverage its extraordinary momentum, and by combining it
with a keen focus on operational and structural excellence,
I have every confidence that Moody’s will continue to
deliver exceptional value to its shareholders.
I’d like to thank my fellow directors for their commitment
to Moody’s, as well as the company’s global employees for
their tireless efforts to serve our customers. I’d also like
to thank Rob and the Executive Leadership Team for their
leadership and vision in harnessing last year’s momentum
and using it to establish a record-setting ‘new normal.’
Finally, I extend my ongoing appreciation to Moody’s
stockholders for their sustained belief in the positive
impact that Moody’s has on its customers and the world.
Sincerely,
VINCENT A. FORLENZA
Chairman of the Board of Directors
A YEAR OF DEEP CURRENTS
2024 was a pivotal year for Moody’s. It was a year where
the world confronted a set of deep currents – systemic
events that will increasingly disrupt the way that
businesses and markets operate – from the transformative
power of generative AI and seismic shifts in financial asset
allocation, to the incredible pace of automation and the
increasing need to better understand risks associated with
a changing climate and extreme weather.
The convergence of these deep currents with our view of
exponential risk – that risks no longer exist in isolation
and that our global interconnectivity amplifies systemic
vulnerabilities – underscores the need for decision makers
to have a clear, 360-degree view of risk. Leaders require
real-time access to more insights, data and analytics
than ever before to successfully navigate risks, seize
opportunity, enhance resiliency and drive value creation for
all stakeholders.
Throughout 2024, and in the face of this increasing need
for comprehensive perspectives on risk, Moody’s was –
and remains – uniquely positioned to help our customers
uncover meaning amid uncertainty so that individuals and
organizations can thrive.
RECORD-BREAKING ACHIEVEMENTS
Our dedication to innovation and excellence propelled
Moody’s to a number of company ‘firsts’ this year.
In 2024, Moody’s achieved the highest revenue ever in our
115-year history: $7.1 billion, a 20% improvement over the
previous year. We grew adjusted diluted EPS by 26%, and
together, this drove a 21% increase in our stock price over
the course of 2024.
This record-breaking financial performance is the result
of growth across our business. Moody’s Ratings rated $6
trillion of debt, $1 trillion more than anticipated at the start
of the year.
At the same time, our Analytics business extended its
remarkable growth streak with a record 68 consecutive
quarters of expansion, delivering record revenue and
setting the stage for strong sales heading into 2025.
This remarkable progress garnered a variety of external
recognition and validation from our customers and third
parties. While the full list of accolades can be found on our
website, there are two that are especially significant that I’d
like to highlight.
For the third consecutive year, Moody’s ranked #1 in the
Chartis RiskTech100, which recognizes the world’s leading
providers of risk and compliance technology. Moody’s
also won in 12 individual categories, including Banking,
Insurance, and Climate Risk. The company has now been
recognized for our risk technology capabilities more than
any other company over the past five years.
And for the thirteenth consecutive year, Moody’s Ratings
was named Best Credit Rating Agency by Extel (formerly
Institutional Investor), validating our market position as the
agency of choice.
INNOVATION INSIDE AND OUT
Our record financial performance and industry recognitions
are the direct result of the great strides we made this year
across multiple growth areas – from private credit and
transition finance to emerging and domestic markets and
Generative AI (GenAI).
In private credit, we built substantial momentum to serve
this rapidly evolving market, all to address the growing
interest in this asset class, which acts as part of a deep
current of shifting asset allocation. We established
relationships with more than 40 different firms overseeing
$36 trillion across various asset classes, including
corporates, fund finance, ABS, infrastructure, and more.
With many nations planning in 2025 to reassess their
climate impact targets and energy efficiency goals, global
companies will find themselves navigating an increasingly
complicated matrix of regulations and requirements. To that
end, in 2024 we launched our first Net Zero Assessment to
analyze carbon transition plans, serving a significant need
of both companies and investors. We also published more
than 250 Second Party Opinions, an increase of nearly 40%
over the previous year – which places us among the top
three providers in this market – and we have a strong and
growing pipeline.
Our commitment to new markets was reinforced by our
generational investment in GCR – the leading domestic
rating agency in Africa. GCR now complements our leading
domestic debt franchises across the planet, including CCXI
in China, KIS ratings in Korea, ICRA in India, Midroog in
Israel, and across Latin America through Moody’s Local.
GenAI powered some of our most impressive innovations
in 2024, adding tremendous vitality to our product suite.
As GenAI by itself defines a deep current, advancing
at what feels like lightspeed, we fortified our Principles
for Responsible Artificial Intelligence, which reflect our
commitment to using AI responsibly and in line with our
highest standards of integrity and responsibility. These
principles serve as our compass for navigating the rapidly
evolving landscape of AI, GenAI, and machine learning.
Our Principles helped guide the creation of our foundational
GenAI product, Research Assistant, which has already
delivered valuable efficiency and productivity gains for
more than 100,000 users. Our year-one study showed that
users accessed 60% more data, reduced task times by 30%,
and increased readership by more than a third. This early
customer success demonstrates the strong potential for
3
Moody’s 2024 Annual Report
Robert Fauber
LETTER FROM THE PRESIDENT & CHIEF EXECUTIVE OFFICER
future growth and monetization, and lays the foundation for
us to infuse GenAI further across our products and solutions.
DELIVERING BREADTH AND DEPTH FOR OUR CUSTOMERS
Beneath our latest innovations in major growth areas, we
have doubled-down on providing broader and deeper views
of risk across the board. In 2024, we delivered against this
goal time and again by increasing interoperability between
our data and insights, making targeted acquisitions, and
forming strategic partnerships to enhance our offerings.
Our groundbreaking AI Early Warning System – the result
of using GenAI to tap and enhance Moody’s Risk Operating
System – and the establishment of Moody’s Insurance
Solutions are just two of the latest examples of how we
have joined distinct capabilities in new ways. In early 2025,
we will launch a new unified risk platform that will bring
together compliance and supplier risk customer use cases
leveraging our massive datasets and analytical engines.
Meanwhile, we made investments to enhance our
capabilities serving banks and insurers. Our acquisitions
of Praedicat and Numerated Growth Technologies have
added to our abilities around casualty and liability modeling
and end-to-end loan origination and monitoring solutions,
respectively. And our acquisition of Able AI advanced our
GenAI product roadmap for banks, including the launch
of our Automated Credit Memo and Covenant Monitoring
tools, building on our automated spreading solution.
At the same time, our foundational solutions continue to
grow in reach and strength. Our flagship Orbis database
now contains data on 550 million companies, up from 220
million companies when we acquired it in 2017, providing
our customers with access to an even broader, deeper pool
of data to verify entities and navigate complex regulatory
landscapes. KYC – or Know Your Customer – continues
to be our highest growth business in Analytics, powered
by an innovative product roadmap that helps customers
understand who they are doing business with and the
risks of working with them. 2024 also marked the third
anniversary of the acquisition of RMS, and there is much to
feel good about. In addition to accelerating revenue growth
from low single digit percent growth to low double digit
percent growth, we have grown the number of customers
on our cloud-based Intelligent Risk Platform by 500%,
laying a strong foundation for future revenue growth.
Taken together, these advancements underscore Moody’s
unique abilities to anticipate and understand our customer
needs and to seize opportunity even during times of uncertainty.
A REFRESHED BRAND FOR A NEW ERA
Early last year, Moody’s embarked on a new era in our
company’s 115-year history by launching a refreshed brand.
The evolution of our brand, as with our overall focus on
urgent evolution, was representative of a cultural shift at
our company brought to life through refreshed corporate
values, a new employee value proposition, and a bold, clear
and perceptive identity.
But the new brand goes beyond that: it acts as a force
multiplier, crystalizing how we present ourselves to the
market and galvanizing our 14,000 global employees in
common cause. Visibility of the Moody’s brand – and
recognition of our value to our customers and markets –
has never been greater.
PEOPLE POWER OUR PROGRESS
Our collective achievements are driven by our exceptional
employees. Their unwavering dedication to our customers
and passion for continuous improvement are the fuel that
powers our creative spirit and integrity, as well as our ability
to see the big pictures and every detail that shapes them.
Take our ongoing TeamUp events, for example. In 2024, our
employees contributed more than 11,000 hours to more
than 100 non-profit organizations across the globe.
We also earned a Great Place to Work certification (US) for
the third year in a row, recognizing Moody’s commitment
to creating and sustaining an exceptional workplace
experience for employees.
I’m incredibly proud that Moody’s is a place where people
want to come and stay. And I remain inspired by the focus
and resilience that our employees bring with them each and
every day. With their ongoing commitment, I’m confident
that Moody’s will continue to be a beacon of clarity and
resolve in the face of all the future holds.
LOOKING TO THE FUTURE
As we look to the future, with ongoing and expanding deep
currents that will continue to shape markets and create
opportunities, we are actively evolving Moody’s for continued
success, focusing on scalable processes, enhancing
our capabilities, and upholding the highest standards of
integrity. Amidst a complex and interconnected world,
Moody’s remains steadfast in our mission to help customers
decode risk and unlock opportunity. That’s what Moody’s
does, and no one does it better.
On behalf of all Moody’s stakeholders, thank you for your
continued support of and belief in our company. We look
forward to great things in 2025 and beyond.
Sincerely,
ROBERT FAUBER
President and CEO
4
Moody’s 2024 Annual Report
DIRECTORS
Vincent A. Forlenza(2,3,4*)
Chairman of the Board
Moody’s Corporation
Retired Chief Executive Officer
Becton Dickinson and Company
Jorge A. Bermudez(1*,2,4)
Retired Chief Risk Officer
Citigroup, Inc.
Thérèse Esperdy(1,2)
Retired Global Chairman of
Financial Institutions Group
JPMorgan Chase & Co.
Robert Fauber(4)
President & Chief Executive Officer
Moody’s Corporation
Kathryn M. Hill(2,3)
Retired Senior Vice President
Cisco Systems, Inc.
Lloyd W. Howell Jr.(2,3*,4)
Executive Director
NFL Players Association
Jose M. Minaya(1,2)
Global Head
BNY Investments and Wealth
Leslie F. Seidman(1,2*,4)
Former Chairman
Financial Accounting Standards Board
Zig Serafin(2,3)
Chief Executive Officer
Qualtrics International Inc.
Bruce Van Saun(2,3)
Chairman & Chief Executive Officer
Citizens Financial Group, Inc.
SENIOR MANAGEMENT
Robert Fauber
President, Chief Executive Officer
Noémie Heuland
Chief Financial Officer
Stephen Tulenko
President, Moody’s Analytics
Michael West
President, Moody’s Investors Service
Tameka Alsop
Senior Vice President,
Chief Administrative Officer
Maral Kazanjian
Senior Vice President,
Chief People Officer
David Platt
Senior Vice President,
Chief Strategic Development Officer
Richard Steele
Senior Vice President, General
Counsel
Caroline Sullivan
Senior Vice President,
Chief Accounting Officer and
Corporate Controller
Christine Elliott
Chief Corporate Affairs Officer
Andrew Weinberg
Chief Compliance Officer
Atsi Sheth
Chief Credit Officer
Deepali Chawla
Chief Treasury Officer
Shivani Kak
Head of Investor Relations
Daniel Keane
Chief Tax Officer
Chelsey Remme
Chief Audit Executive
5
Moody’s 2024 Annual Report
Moody’s Corporation
BOARD COMMITTEES
1 Audit
2 Governance & Nominating
3 Compensation & Human Resources
4 Executive
*
Committee Chairman
CORPORATE SECRETARY
Elizabeth M. McCarroll
Stockholders and other stakeholders may
communicate with the Board, or with a
specific director or directors, by writing to:
c/o Corporate Secretary
Moody’s Corporation
7 World Trade Center
250 Greenwich Street
New York, NY 10007
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
.
COMMISSION FILE NUMBER 1-14037
MOODY’S CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
13-3998945
(STATE OF INCORPORATION)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
7 World Trade Center at 250 Greenwich Street, New York, New York 10007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS
TRADING SYMBOL(S)
NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value $0.01 per share
MCO
New York Stock Exchange
1.75% Senior Notes Due 2027
MCO 27
New York Stock Exchange
0.950% Senior Notes Due 2030
MCO 30
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large Accelerated Filer
☑
Accelerated Filer ☐
Non-accelerated Filer ☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, 2024 (based upon its closing transaction price on the New York
Stock Exchange on such date) was approximately $77 billion.
As of January 31, 2025, 180.0 million shares of Common Stock of Moody’s Corporation were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 15, 2025, are
incorporated by reference into Part III of this Form 10-K.
The Index to Exhibits is included as Part IV, Item 15(3) of this Form 10-K.
*
Calculated by excluding all shares held by executive officers and directors of the Registrant without conceding that all such persons are “affiliates” of the Registrant
for purposes of federal securities laws.
*
Auditor Name:
KPMG LLP
Auditor Location:
New York, NY
Auditor Firm ID:
185
MOODY'S 2024 10-K 1
MOODY’S CORPORATION
INDEX TO FORM 10-K
Glossary of Terms and Abbreviations
4
PART I.
Item 1.
BUSINESS
10
Background
10
The Company
10
Sustainability
14
Human Capital
15
Climate
16
Moody’s Strategy
17
Prospects for Growth
18
Competition
19
Regulation
20
Intellectual Property
20
Available Information
21
Executive Officers of the Registrant
21
Item 1A.
RISK FACTORS
23
Item 1B.
UNRESOLVED STAFF COMMENTS
33
Item 1C.
CYBERSECURITY AND RISK MANAGEMENT
34
Item 2.
PROPERTIES
35
Item 3.
LEGAL PROCEEDINGS
35
Item 4.
MINE SAFETY DISCLOSURES
35
PART II.
Item 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
35
Moody’s Purchases of Equity Securities
36
Common Stock Information
36
Equity Compensation Plan Information
36
Performance Graph
37
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
38
The Company
38
Critical Accounting Estimates
38
Reportable Segments
41
Results of Operations
42
Market Risk
56
Liquidity and Capital Resources
57
Recently Issued Accounting Pronouncements
61
Contingencies
61
Forward-Looking Statements
61
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
63
Page
2 MOODY'S 2024 10-K
Item 8.
FINANCIAL STATEMENTS
63
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
117
Item 9A.
CONTROLS AND PROCEDURES
117
Item 9B.
OTHER INFORMATION
117
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
117
PART III.
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
117
Item 11.
EXECUTIVE COMPENSATION
117
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
117
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
118
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
118
PART IV.
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
118
INDEX TO EXHIBITS
118
Item 16.
FORM 10-K SUMMARY
121
SIGNATURES
122
Page
MOODY'S 2024 10-K 3
GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:
Acquisition-Related
Intangible Amortization
Expense
Amortization expense relating to definite-lived intangible assets acquired by the Company from all
business combination transactions
Adjusted Diluted EPS
Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP
Financial Measures”
Adjusted Net Income
Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP
Financial Measures”
Adjusted Operating
Income
Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP
Financial Measures"
Adjusted Operating
Margin
Adjusted Operating Income divided by revenue
AI
Artificial Intelligence
Americas
Represents countries within North and South America, excluding the U.S.
AOCI(L)
Accumulated other comprehensive income (loss); a separate component of shareholders’ equity
ARR
Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the
estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX
and contracts related to acquisitions
ASC
The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009
except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for
SEC registrants
Asia-Pacific
Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan,
Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASU
The FASB Accounting Standards Update to the ASC. Provides background information for accounting
guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered
authoritative until codified into the ASC
AUD
Australian dollar
BES
Business Engagement Survey; A Moody's employee survey that focuses on purpose, leadership,
manager effectiveness, well-being, connection and empowerment
BitSight
A provider that helps global market participants understand cyber risk through ratings, analytics, and
performance management tools; the Company acquired a minority investment in BitSight in 2021
Board
The board of directors of the Company
BPS
Basis points
BRG
Business Resource Group
CAO
Chief Administrative Officer
CAD
Canadian dollar
CCXI
China Cheng Xin International Credit Rating Co. Ltd.; the first and largest domestic credit rating agency
approved by the People’s Bank of China; the Company acquired a 49% interest in 2006 and currently
Moody’s owns 30% of CCXI
CCPA
California Consumer Privacy Act; a privacy law enacted in 2018 by the state of California to regulate the
way businesses all over the world can collect, use and share the personal information of California
residents
CDP
An international nonprofit organization that helps companies, cities, states and regions to manage their
environmental impact through a global disclosure system
CEO
Chief Executive Officer
CFG
Corporate finance group; an LOB of MIS
TERM
DEFINITION
4 MOODY'S 2024 10-K
CISO
Chief Information Security Officer
CLO
Collateralized loan obligation
CMBS
Commercial mortgage-backed securities; an asset class within SFG
CODM
Chief Operating Decision Maker; identified as the Company's CEO
COLI
Corporate-Owned Life Insurance
Common Stock
The Company’s common stock
Company
Moody’s Corporation and its subsidiaries; MCO; Moody’s
Compensation expense
Compensation expenses include salaries, benefits, incentive and stock based compensation and other
related expenses for employees. These expenses are charged to income as incurred.
Competition and
Markets Authority
Government department in the U.K. responsible for strengthening business competition and preventing
and reducing anti-competitive activities
COVID-19
An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global
pandemic
CP
Commercial Paper
CP Notes
Unsecured commercial paper issued under the CP Program
CP Program
A program entered into on August 3, 2016 allowing the Company to privately place CP up to a
maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and
which is backstopped by the 2024 Facility
CPRA
California Privacy Rights Act of 2020; an amendment to the CCPA, which adds additional consumer
privacy rights and obligations for businesses
CRAs
Credit rating agencies
CRE
Commercial Real Estate
CTSO
Chief Technology Services Officer
Cyber Committee
The Cyber Risk Enterprise Risk Management Committee
Data and Information
(D&I)
LOB within MA which provides vast data sets on companies and securities via data feeds and data
applications products
DBPPs
Defined benefit pension plans
Decision Solutions (DS)
LOB within MA that provides subscription-based solutions supporting banking, insurance, and KYC
workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to
provide risk assessment solutions
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
DORA
The European Union Digital Operational Resilience Act
EBITDA
Earnings before interest, taxes, depreciation and amortization
EMEA
Represents countries within Europe, the Middle East and Africa
EPS
Earnings per share
ESG
Environmental, Social and Governance
ESMA
European Securities and Markets Authority
ESTR
Euro Short-Term Rate
ESPP
Employee stock purchase plan
ETR
Effective tax rate
EU
European Union
TERM
DEFINITION
MOODY'S 2024 10-K 5
EU AI Act
A European regulation adopted in 2024 to introduce a common regulatory and legal framework for
artificial intelligence
EUR
Euros
Eurozone
Monetary union of the EU member states which have adopted the euro as their common currency
Excess Tax Benefits
The difference between the tax benefit realized at exercise of an option or delivery of a restricted share
and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
Exchange Act
The Securities Exchange Act of 1934, as amended
External Revenue
Revenue excluding any intersegment amounts
FASB
Financial Accounting Standards Board
FCA
Financial Conduct Authority; supervises Credit Rating Agencies in the U.K. in order to ensure credit
ratings are independent, objective and of adequate quality
FIG
Financial institutions group; an LOB of MIS
Free Cash Flow
Net cash provided by operating activities less cash paid for capital additions
FTC
Federal Trade Commission
FTSE
Financial Times Stock Exchange
FX
Foreign exchange
GAAP
U.S. Generally Accepted Accounting Principles
GBP
British pounds
GCR (Global Credit
Rating Company
Limited and
subsidiaries)
A domestic credit rating agency with operations spanning Africa; the Company acquired a controlling
financial interest in GCR in July 2024; the Company previously accounted for GCR as an equity method
investment
GDP
Gross domestic product
GDPR
General Data Protection Regulation; a European regulation implemented in 2018 to enhance EU
citizens' control over the personal data that companies can legally hold. GDPR was simultaneously
implemented in the U.K., with slight modification to the EU's regulation in 2021 following the withdrawal
of the U.K. from the EU
Gen AI
Generative Artificial Intelligence
GLoBE
Global Anti-Base Erosion, also known as "Pillar II"; tax model issued by the OECD in 2023
HM Treasury
His Majesty's Treasury; the department of the Government of the United Kingdom responsible for
developing and executing the government's public finance policy and economic policy
ICRA
ICRA Limited; a provider of credit ratings and research in India.
Incident Response Plan
The Company's Information Security Incident Response Plan
INR
Indian rupee
IRS
Internal Revenue Service
ISO 27001
An international standard to manage information security
JPY
Japanese yen
kompany
360kompany AG; a platform for business verification and Know Your Customer (KYC) technology
solutions acquired by the Company in February 2022
KMV
KMV LLC and KMV Corporation (“KMV”); a provider of market-based quantitative services for banks
and investors in credit-sensitive assets acquired by Moody's in April 2002
KYC
Know-your-customer
TERM
DEFINITION
6 MOODY'S 2024 10-K
LLM
Large language model used in the context of Gen AI
LOB
Line of business
MA
Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions;
Research and Insights; and Data and Information
ML
Machine Learning
MAKS
Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research
and analytic services to the global financial and corporate sectors; business was divested in the fourth
quarter of 2019 and a reporting unit within the MA reportable segment
MCO
Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
M&A
Mergers and acquisitions
MIS
Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - CFG; SFG; FIG;
PPIF; and MIS Other
MIS Other
Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue,
and revenue from professional services. These businesses are components of MIS; MIS Other is an
LOB of MIS
MNPI
Material non-public information
Moody’s
Moody’s Corporation and its subsidiaries; MCO; the Company
Moody's Local
A ratings platform focused on providing credit rating services in Latin American capital markets
MSS
Moody's Shared Services; primarily consists of information technology and support staff such as
finance, human resources and legal that support both MA and MIS
NAV
Net asset value
Net Income
Net income attributable to Moody’s Corporation, which excludes net income from consolidated
noncontrolling interests belonging to the minority interest holder
Net Zero Assessments
An independent assessment of an entity’s carbon transition plan relative to a global net zero pathway,
consistent with the goals of the 2015 Paris Agreement on climate change
NIST Framework
NIST Cybersecurity Framework; a set of cybersecurity best practices and recommendations from the
National Institute of Standards and Technology (NIST)
NM
Percentage change is not meaningful
Non-compensation
expense
Non-compensation expenses include costs incurred that are not related to employee compensation.
This includes, but is not limited to, consulting and professional service fees, hosting expenses, rent, and
marketing expenses. These expenses are charged to income as incurred.
Non-GAAP
A financial measure not in accordance with GAAP; these measures, when read in conjunction with the
Company’s reported results, can provide useful supplemental information for investors analyzing period-
to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating
results and to provide greater transparency to investors of supplemental information used by
management in its financial and operational decision making
NRSRO
Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with
the SEC
Numerated
A provider of commercial lending platforms; the Company acquired Numerated in November 2024
OCI(L)
Other comprehensive income (loss); includes gains and losses on cash flow and net investment
hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign
currency translation adjustments
OECD
Organization for Economic Co-operation and Development
TERM
DEFINITION
MOODY'S 2024 10-K 7
Operating segment
Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a
component of a business entity that has each of the three following characteristics: i) the component
engages in business activities from which it may recognize revenue and incur expenses; ii) the
operating results of the component are regularly reviewed by the entity’s chief operating decision
maker; and iii) discrete financial information about the component is available.
Other Retirement Plans
Moody's Postretirement Medical and Life Insurance Plan
PCS
Post-Contract Customer Support
Pillar II
Tax model issued by the OECD in 2023; also referred to as the "Global Anti-Base Erosion" or "GLoBE"
rules
PPIF
Public, project and infrastructure finance; an LOB of MIS
Praedicat
A provider of casualty insurance analytics; the Company acquired a controlling financial interest in
Praedicat in September 2024; the Company previously accounted for Praedicat as an equity method
investment
Profit Participation Plan
Defined contribution profit participation plan that covers substantially all U.S. employees of the
Company
Recurring Revenue
For MA, represents subscription-based revenue and software maintenance revenue. For MIS,
represents recurring monitoring fees of a rated debt obligation and/or entities that issue such
obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf
registrations. For MIS Other, represents financial instrument pricing services.
Reform Act
Credit Rating Agency Reform Act of 2006
Reporting unit
The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an
operating segment or one level below an operating segment
Research and Insights
(R&I)
LOB within MA that provides models, scores, expert insights and commentary. This LOB includes credit
research; credit models and analytics; economics data and models; and structured finance solutions
Retirement Plans
Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans
Revenue Accounting
Standard
Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC
Topic 606).” This accounting guidance significantly changed the accounting framework under U.S.
GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of
obtaining or fulfilling a contract with a customer
RMBS
Residential mortgage-backed securities; an asset class within SFG
RMS
A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company
in September 2021
ROU Asset
Assets which represent the Company’s right to use an underlying asset for the term of a lease
SaaS
Software-as-a-Service
SASB
Sustainability Accounting Standards Board
SEC
U.S. Securities and Exchange Commission
Second Party Opinions
An independent assessment of how debt instruments or financing frameworks align to sustainability
principles and the extent to which they are expected to contribute to long-term sustainable development
Securities Act
Securities Act of 1933, as amended
SFG
Structured finance group; an LOB of MIS
SG&A
Selling, general and administrative expenses
SGD
Singapore dollar
SOC 1
An examination of controls at a service organization that are likely to be relevant to user entities’ internal
control over financial reporting, as defined by the American Institute of Certified Public Accountants
SOC 2
A report on controls at a service organization relevant to security, availability, processing integrity,
confidentiality, or privacy, as defined by the American Institute of Certified Public Accountants
TERM
DEFINITION
8 MOODY'S 2024 10-K
SOFR
Secured Overnight Financing Rate
SSP
Standalone selling price
Strategic and
Operational Efficiency
Restructuring Program
Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024 relating to
the Company's strategy to realign the business toward high priority growth areas and to consolidate
certain functions to simplify the organizational structure to enable efficiency and improved operating
leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases and
incremental amortization of certain software
T&M
Time-and-Material
Tax Act
The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amended
the tax code in the U.S.
TCFD
Task Force on Climate-Related Financial Disclosures
Transaction Revenue
For MA, represents perpetual software license fees and revenue from software implementation
services, risk management advisory projects, and training and certification services. For MIS (excluding
MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS
Other, represents revenue from professional services
U.K.
United Kingdom
U.S.
United States
USD
U.S. dollar
UTPs
Uncertain tax positions
WACC
Weighted Average Cost of Capital
2022 - 2023
Geolocation
Restructuring Program
Restructuring program approved by the CEO of Moody’s on June 30, 2022 relating to the Company's
post-COVID-19 geolocation strategy and other strategic initiatives; includes the rationalization and exit
of certain real estate leases and a reduction in staff, including the relocation of certain job functions from
their current locations
TERM
DEFINITION
MOODY'S 2024 10-K 9
PART I
ITEM 1. BUSINESS
Background
As used in this report, except where the context indicates otherwise, the terms “Moody’s” or the “Company” refer to Moody’s
Corporation, a Delaware corporation, and its subsidiaries. The Company’s executive offices are located at 7 World Trade Center at
250 Greenwich Street, New York, NY 10007 and its telephone number is (212) 553-0300.
THE COMPANY
Company Overview
In a world shaped by increasingly interconnected risks, Moody's 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.
Moody's is helping customers accelerate value creation in an era of exponential risk.
Moody's
We provide tools that enable Banks, Insurers, Investors, Corporations and Governments to...
What do
we do?
Issue, Originate, Select,
Underwrite
Identify, Measure,
Monitor & Manage Risk
Verify, Comply, Plan
& Report
Leveraging an unrivaled set of data, analytics, & domain expertise across...
How do we
do this?
Credit
Companies
Properties
Securities
People
Economies
ESG
Climate
Moody’s has two reportable segments: MA and MIS.
Moody's Analytics
Moody's Investors
Service
MA provides data, intelligence
and analytical tools to help
business and financial leaders
make confident decisions.
For more than 115 years, MIS
has been a leading provider of
credit ratings, research, and risk
analysis helping businesses,
governments, and other entities
around the globe.
Financial information and operating results of these segments, including revenue, expenses and Adjusted Operating Income, are
included in Part II, Item 8. Financial Statements of this annual report and are herein incorporated by reference.
10 MOODY'S 2024 10-K
Moody's Analytics Overview
MA empowers financial services, corporate and public sector customers to anticipate risks, adapt and thrive in a new era of
exponential risk. MA's combined data, analytics and cloud-based software tools deliver integrated solutions that help customers to
start business relationships, monitor and manage risk, and comply and report based on global laws, rules and regulations.
MA is comprised of: i) a premier fixed income and economic research business (Research & Insights); ii) a data business powered
by the world’s largest database on companies and credit (Data & Information); and iii) three cloud-based subscription businesses
serving banking, insurance and KYC workflows (Decision Solutions).
MA creates a holistic view on risk provided by our vast set of proprietary data, analytics, and domain expertise across a range of
areas, including credit, companies, properties, securities, people, economies, ESG, climate and more. MA's integrated and
technology-enabled solutions provide unique capabilities and insights that are embedded in customer workflows.
MOODY'S 2024 10-K 11
MA by the Numbers
14,800+
6,700+
800+
MA Customers
Corporates and
Professional Services
Real Estate Entities
165+
2,600+
600+
Countries where MA
customers operate
Commercial Banks
Educational Institutions
1,900+
200+
Asset Managers
Securities Dealers and
Investment Banks
900+
200+
Government Entities
Others
900+
Insurance Companies
12 MOODY'S 2024 10-K
Moody's Investors Service Overview
MIS is a leading global provider of credit ratings, research, and risk analysis. A rating from Moody’s enables issuers to create
timely, go-to-market debt strategies with the ability to capture wider investor focus and provides investors with a comprehensive
view of global debt markets through our credit ratings and research. Moody’s trusted insights can help decision-makers navigate
the safest path through market turmoil and volatility.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and
the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental
obligations, and structured finance securities.
The Benefits of a Moody's Rating
Investors seek Moody's opinions and particularly value the knowledge of its analysts and the depth of Moody's research
Access to capital
Transparency, credit
comparison and market
stability
Planning and budgeting
Analytical capabilities
• Moody’s opinions on credit
are used by institutional
investors throughout the
world, making an issuer’s
debt potentially more
attractive to a wide range of
buyers.
• Signals a willingness by
issuers to be transparent
and provides issuers with
an independent
assessment against which
to compare
creditworthiness.
• May help issuers when
formulating internal capital
plans and funding
strategies.
• Among ratings advisors,
Moody’s has a strong
position and is well-
recognized for the depth
and breadth of its analytical
capabilities.
• A Moody’s rating may
facilitate access to both
domestic and international
debt capital.
• Moody’s ratings and
research reports may help
maintain investor
confidence, especially
during periods of market
stress.
MIS by the Numbers
$75.8+ trillion
4,800+
3,300+
Total Rated Debt
Outstanding
Non-Financial
Corporates
Financial Institutions
33,300+
14,400+
8,900+
Rated Organizations
and Structured Deals
U.S. Public Finance
Issuers
Structured Finance
Deals
190+
1,000+
380+
Rating Methodologies
Infrastructure & Project
Finance Issuers
Sub-Sovereigns
140+
50
Sovereigns
Supranational
Institutions
MIS also generates revenue from certain non-ratings-related operations, which primarily consist of financial instruments pricing
services in the Asia-Pacific region, revenue from Second Party Opinions and Net Zero Assessments and revenue from ICRA's non-
ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the
MIS segment.
MOODY'S 2024 10-K 13
Sustainability
Moody's aims to deliver value to all stakeholders, including customers, employees, partners, communities, and stockholders. We
consider sustainability in our operations, products, and services. We use our expertise to make a positive impact, helping others
understand the link between sustainability and global markets. In 2024, Moody's received multiple awards for its sustainability
efforts, including:
•
Recognized among America’s 100 Most JUST Companies by JUST Capital and CNBC for its commitment to serving its
workforce, customers, communities, the environment, and stockholders for its sustainability-related efforts;
•
Made CDP's 2023 Climate Change 'A' List, in recognition of Moody's leadership in corporate transparency and actions
taken in response to climate change;
•
Named to the 2023 Dow Jones Sustainability Indices - World and North America, an annual listing of publicly traded
companies, recognizing Moody's for its strong corporate sustainability practices; and
•
Recognized as a 2023 CDP Supplier Engagement leader for the fourth consecutive year, ranking among the top 4% of
companies assessed for supplier engagement on climate change.
The Board oversees sustainability matters via the Audit, Governance & Nominating, and Compensation & Human Resources
Committees, as part of its oversight of management and the Company’s overall strategy. The Audit Committee oversees financial,
risk and other disclosures made in the Company’s annual and quarterly reports related to sustainability. The Governance &
Nominating Committee oversees sustainability matters, including significant issues of corporate social and environmental
responsibility, as they pertain to the Company’s business and to long-term value creation for the Company and its stockholders,
and makes recommendations to the Board regarding these issues. Finally, the Compensation & Human Resources Committee
oversees inclusion of sustainability-related performance goals for determining compensation of all senior executives. The Board
also oversees Moody’s policies for assessing and managing the Company's exposure to risk, including climate-related risks such
as business continuity disruption and reputational or credibility concerns stemming from incorporation of climate-related risks into
our credit rating methodologies, or analysis of such risks within our products and services. The Board maintains its collective
knowledge of sustainability topics through ongoing education, such as regular presentations from management.
Three Pillars of Moody's Sustainability Strategy
Our Actions
Our Influence
Our Support
the decisions and actions we can take
related to impacts under our direct
control
the actions that we can request from
entities providing us with products and
services
the steps we take to support or enable
direct action by other organizations or
communities
14 MOODY'S 2024 10-K
HUMAN CAPITAL
Our employees are vital to Moody’s continued success, and we seek to create an environment that attracts, develops and sustains
a highly skilled, performance-oriented and engaged workforce. Our approach is oriented around the following pillars:
–
providing market-competitive compensation, benefits and wellness programs as part of our Total Rewards program;
–
implementing a robust talent management, employee engagement and retention strategy; and
–
fostering an inclusive environment where all employees have a sense of belonging and are given the opportunity to perform
their best.
Total Rewards
Moody's Total Rewards programs are designed to attract and maintain a high-performing, engaged and motivated global workforce.
The Company's compensation packages include market-competitive salaries, performance-based annual bonuses, and equity
grants aligned to our long-term performance for certain employees.
The Company's industry leading benefits programs offer comprehensive resources to support physical, mental and financial well-
being. We invest in AI powered technologies in order to provide our employees with a world-class experience accessing and
managing their benefits. We continuously evaluate our market benchmarks and employee feedback so that our benefits are
competitive and support the attraction of the best talent. For example, in recent years we implemented a global paid parental leave
policy to give parents time off to care for and bond with a new child and updated our tuition reimbursement program.
The Company also promotes flexible work arrangements, which support the Company's efforts to create a work atmosphere in
which people feel valued and inspired to give their best. The Company has implemented a "PurposeFirst" framework, which fosters
purpose-driven decisions relating to how and where Moody's teams work.
Talent Management, Employee Engagement and Retention
Moody’s believes that our long-term success depends on our ability to attract, develop and retain a high-performing workforce. Our
goal is to create an environment where colleagues can thrive personally and professionally and can maximize their potential. Our
culture is one of continuous learning, which we believe is crucial for colleagues to thrive as part of our organization and to feel a
sense of accomplishment and purpose, and our leaders are key in reinforcing this at Moody’s.
Moody's talent strategy helps us create integrated, cohesive talent activities that support the growth and success of our employees
and the business. This strategy informs all of our talent programs, guiding our efforts to attract, develop and retain top talent. It also
helps us remain aligned with Moody’s overall business objectives and values while designing programs to meet the evolving needs
of our organization.
Moody’s offers various talent development programs and resources through Moody’s University that are focused on building
professional, technical and leadership skills to support employees' goals and objectives. Moody’s also places significant emphasis
on our high-potential and high-performance programs, which are designed to identify and nurture emerging leaders within the
organization. These programs provide tailored development opportunities, mentorship and the chance to work on strategic projects
that drive our business forward.
Moody's Employee Experience function conducts listening sessions with our employees and creates targeted plans to act on the
feedback provided. We measure employee engagement via multiple channels, including the BES for employees to provide
anonymous and candid feedback to management. This periodic survey helps Moody's management understand our employees'
level of engagement in critical areas, which include, but are not limited to, purpose, leadership, managerial effectiveness,
connection, enablement and empowerment and well-being. Managers are accountable for identifying opportunity areas and taking
targeted actions based on survey results. The feedback received through the BES is used as a vital input into making decisions to
improve employee experience and retention. As we strive to make Moody’s a place people want to come and stay, management
also carefully monitors global employee turnover rates.
Inclusion and Belonging
Moody's believes that a workforce comprised of individuals with varied thoughts, backgrounds and experiences fosters an
environment that makes our opinions stronger, our products more innovative, our workplace more welcoming and improves how we
relate and respond to our customers. We are committed to cultivating a culture where every individual feels a sense of belonging
and has an equal opportunity to succeed.
Our Inclusion Operating and Governance Model turns our inclusion strategy into reality by providing a functional framework to
guide how our People team, councils, sponsors, BRGs and committees work together. The Global Inclusion Council, chaired by our
CEO and composed of senior leaders, is charged with oversight of our global inclusion strategy and its progress. The members of
the council meet quarterly.
Our governance model also includes three Regional Inclusion Councils tasked with overseeing the inclusion strategy within their
respective regions. Each council meets on a quarterly basis.
Our operating model includes 11 active BRGs which represent 48 chapters. These groups are open to all Moody's employees, with
more than 4,800 employees participating globally as of December 31, 2024.
MOODY'S 2024 10-K 15
Workforce Overview
As of December 31, 2024 and 2023, the number of Moody’s employees was as follows:
December 31,
Change
2024
2023(1)
%
MA
U.S.
2,989
2,992
— %
Non-U.S.
5,156
4,872
6 %
Total
8,145
7,864
4 %
MIS
U.S.
1,571
1,490
5 %
Non-U.S.
4,186
3,870
8 %
Total
5,757
5,360
7 %
MSS
U.S.
696
749
(7) %
Non-U.S.
1,240
1,187
4 %
Total
1,936
1,936
— %
Total MCO
U.S.
5,256
5,231
— %
Non-U.S.
10,582
9,929
7 %
Total
15,838
15,160
4 %
(1) Certain reclassifications have been made to 2023 amounts to reflect certain departmental reorganizations and M&A integrations
–
MA’s employee population primarily consists of software engineers, product managers and strategists, data and operations
analysts, advisory and implementation teams and economists, as well as sales, business development, and sales support
professionals.
–
The MIS employee population primarily consists of credit analysts, data and operations analysts, credit strategy and
methodology professionals, software engineers, sales and sales operations, and international strategy teams.
–
The MSS employee population primarily consists of information technology professionals and other professional staff such as
finance, human resources, compliance, and legal that support both MA and MIS.
CLIMATE CHANGE
Climate change is a major challenge that demands action from all of us. While Moody’s has a limited direct environmental impact,
we do have an important role to play in demonstrating proactive corporate responsibility and best practices when it comes to
climate change mitigation. As such, the Company is taking steps to reduce emissions across its operations and value chain in
accordance with its decarbonization strategy.
Our decarbonization plan outlines tangible strategies for realizing our climate ambitions, including the procurement of 100% of
renewable electricity in the Company’s office spaces and optimizing efficiencies in its operations through its hybrid work program.
The costs associated with the implementation of the decarbonization plan are not expected to be material.
The acquisition of RMS allowed us to expand our climate data and analysis capabilities. The Company continues to take steps to
integrate these capabilities into existing offerings to provide its analysts and researchers with streamlined access to consistent and
high-quality climate insights. Additionally, we have launched a Net Zero Assessment framework to provide an independent and
comparable evaluation of the strength of an entity’s carbon transition plan.
16 MOODY'S 2024 10-K
MOODY’S STRATEGY
Moody’s is a global integrated risk assessment firm that empowers organizations to anticipate, adapt and thrive in a new era of
exponential risk. Our data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of
doing business with others.
Mission
Our mission is to be the leading source of relevant insights on exponential risk
Growth Strategy
Invest with intent to grow and scale
Invest with intent to grow and
strengthen our core business
with a foundation of credibility,
transparency, technology, data
and analytics
Invest in integrated solutions
to allow customers to manage
multiple risks, bringing the
best of Moody's capabilities
Invest to successfully scale in
priority growth markets with
highly differentiated products and
services
Investment in high growth markets
Execution Priorities
How we will get it done
Customer first
Develop our people and
culture
Collaborate, modernize and
innovate
Moody’s invests in initiatives to implement the Company’s strategy, including internally-led organic development and targeted
acquisitions. Illustrative examples include:
Enhancements to ratings
quality and product
extensions
Expansion in emerging
markets
New products, services,
content and technology
capabilities, including Gen
AI, to meet customer
demands
Investments that extend
ownership and participation
in joint ventures as well as
acquisitions and strategic
partnerships that accelerate
the ability to scale and grow
Moody’s businesses
In this era of exponential risk, we know that risks are interconnected, and organizations want a complete view of risk. This includes
having a greater breadth and depth of understanding around how risks connect.
Our integrated approach provides stakeholders with a more comprehensive view of risk, helping them to make better decisions and
unlock opportunities. Moody’s brings together multiple data sets and develops risk analysis solutions to assess multiple risk factors
(e.g., supply chain failures; cyberattacks; geopolitical tensions; sanctions and security issues; and extreme weather events).
MOODY'S 2024 10-K 17
PROSPECTS FOR GROWTH
Moody’s believes that the overall long-term outlook remains favorable for continued growth from the offerings of both of our
reportable segments.
Moody’s growth is influenced by a number of trends that impact the market for our products, including:
Enablement of
Gen AI
Health of the
world’s major
economies
Debt capital
markets activity
Disintermediation
of credit markets
Fiscal and
monetary policy
of governments
Expansion of
market for
integrated data
and analytics
solutions
Business
investment
spending,
including
mergers and
acquisitions
In an environment of increasing financial complexity and exponential risk, Moody’s expects to be well positioned to benefit from
continued growth in global fixed-income market activity and more widespread use of credit ratings and integrated risk solutions.
Moreover, pricing opportunities aligned with customer value creation and advances in technology present growth opportunities for
Moody’s.
Over the last decade, Moody’s has leveraged the power of AI and ML to better serve our customer base. As an early adopter of
Gen AI, Moody's expects to be well positioned to benefit from the capabilities of this technology, which will help our customers
make better decisions by unlocking deeper, more integrated perspectives on risk. Through enablement of Gen AI, both internally
and through certain strategic partnerships, we are in the process of evolving how we deliver insights on exponential risk to our
customers.
Moody’s operations are subject to various risks, as more fully described in Part I, Item 1A “Risk Factors,” inherent in conducting
business on a global basis.
MA Prospects for Growth
MA provides insights on the evolving risks of our customers and supports their ability to capitalize on related opportunities. Growth
in MA is likely to be driven by landing new customers and expanding customer relationships across use cases over time. Our
trusted and curated data is key in an environment that is increasingly using Gen AI, and we expect that the integration of our
platforms will enable effective cross-selling of models, data and applications. MA's growth is also likely to be driven by quickly
addressing new use cases and incorporating new risk data and analytics as needed.
Strategic growth drivers:
NEW PRODUCT
DEVELOPMENT
STRONG
CUSTOMER
RETENTION RATES
CROSS-SELLING,
UPGRADES &
PRICING
CONTINUED SAAS
TRANSITION
INCREASED
DISTRIBUTION
CAPACITY AND
PRODUCTIVITY
18 MOODY'S 2024 10-K
Market growth drivers:
Customers need to understand a large range of interconnected and emerging risks. Our comprehensive solutions support the
transformation underway across various industries due to:
Operational and reputational risks
Digitization & Artificial Intelligence
Evolving regulatory environment
Fluctuations in credit and financial
markets
Climate change
Geopolitical risks
MIS Prospects for Growth
Strong secular trends should continue to provide long-term growth opportunities in MIS. Key growth drivers include:
Long-term Growth Building Blocks
Economic Expansion
+
Value Proposition
+
Developing Capital
Markets and Evolving
Risks
• GDP growth drives demand for debt
capital to fund business investments
• Refinancing needs support future
supply
• Proven rating accuracy and deeply
experienced analysts
• Mix of issuers and opportunistic
issuance
• Deepening participation in developing
markets
• Meeting customers’ evolving risk
assessment demands, including
Sustainable and Transition Finance,
Private Credit, Digitalization of the
financial sector, and Cybersecurity
In addition to the factors noted above, growth in global fixed income markets in a given year is dependent on many macroeconomic
and capital market factors including:
Interest
rates
Business
investment
spending
Corporate
refinancing
needs
Merger and
acquisition
activity
Issuer
financial
health
Consumer
borrowing
levels
Securitization
activity
Expansion
of ratings
coverage
Expansion
into
emerging
markets
Rating fees paid by debt issuers account for most of the revenue of MIS. Therefore, a substantial portion of MIS’s revenue is
dependent upon the dollar-equivalent volume and number of ratable debt securities issued in the global capital markets. However,
annual fee arrangements with frequent debt issuers, annual fees from debt monitoring, commercial paper and medium-term note
programs, bank deposit ratings, insurance company financial strength ratings, mutual fund ratings, and other areas partially
mitigate MIS’s dependence on the volume or number of new debt securities issued in the global fixed-income markets.
Within MIS, we remain firmly committed to ratings quality, timely and insightful research, and engagement with issuers and
investors. In the past year, we have enhanced our footprint in domestic markets by increasing our majority share in the GCR Africa
affiliate and expanding in Latin American markets through Moody's Local domestic rating business. This strategic expansion has
solidified our domestic rating agency's position, enhancing its capacity and reach.
Competition
MA competes broadly in the financial information and enterprise risk software industries against various diversified competitors.
MA’s main competitors within DS are providers of software and analytic solutions. In R&I, MA faces competition from providers of
economic data, financial research and analysis. MA's main competitors within D&I are providers of commercial and financial data.
MIS competes with other CRAs and with investment banks and brokerage firms that offer credit opinions and research. Many users
of MIS’s ratings also have in-house credit research capabilities.
MOODY'S 2024 10-K 19
Regulation
MIS, certain of the Company's credit rating affiliates, and many of the issuers and/or securities that MIS and the affiliates rate, are
subject to extensive regulation in the U.S. (including by state and local authorities), EU, U.K. and in other countries. In addition,
some of the services offered by MA and its affiliates are subject to regulation in a number of countries. MA also derives a significant
amount of its sales from banks and other financial services providers who are subject to regulatory oversight and who are required
to conduct due diligence and pass through certain regulatory requirements to key suppliers such as MA by contract. Existing and
proposed laws and regulations can impact the Company’s operations, products and the markets in which the Company operates.
Additional laws and regulations have been proposed or are being considered. Each of the existing, adopted, proposed and
potential laws and regulations can increase the costs and legal risk associated with the Company’s operations, including the
issuance of credit ratings, and may negatively impact the Company’s profitability and ability to compete, or result in changes in the
demand for the Company's products and services, in the manner in which the Company's products and services are utilized, and in
the manner in which the Company operates.
In the U.S., CRAs are subject to extensive regulation primarily pursuant to Section 15E of the Exchange Act and rules thereunder.
MIS is registered with the SEC as an NRSRO and is subject to the SEC's oversight and examination authority.
In the EU, the CRA industry is registered and supervised through a pan-EU regulatory framework. ESMA has direct supervisory
responsibility for registered CRAs throughout the EU. MIS’s EU CRA subsidiaries are registered with and are subject to CRA
regulation in the EU and periodic inspection by ESMA.
The European Parliament and the Council of the EU, the EU co-legislators, announced they had reached agreement on the text of
the Regulation on ESG Ratings Activities in February 2024. The Regulation will become law after it has been published in the EU
Official Journal. The regulation will apply after an 18 month implementation period from its publication, and will subject ESG rating
and/or score providers to formal regulation and supervision by ESMA. Certain products offered by MIS may fall in scope of the
Regulation and we continue to assess and prepare for the implications. We do not expect MA products to fall into scope.
The EU AI Act was published in the EU Official Journal in July 2024, though elements of the Act have different implementation
periods. We continue to assess and prepare for any implications both for MA and MIS.
In December 2022, the EU adopted DORA, which will apply from early 2025. As a credit rating agency, MIS is in scope of DORA,
and accordingly, is required to undertake certain steps to ensure that its oversight and risk management of its information
technology, including any functions outsourced to third-parties that provide information communication technologies, is resilient. MA
provides certain products and services to clients that may be regulated financial institutions in the EU and therefore fall in the scope
of DORA. It is therefore expected that MA may receive queries from such clients in relation to those products and services, as well
as requests for contractual commitments, to ensure their compliance with DORA.
In the U.K., MIS U.K. is registered with and regulated by the FCA. In March 2023, the FCA initiated a review of competition in the
markets for certain types of wholesale market data, including credit ratings data. The review concluded at the end of February
2024. In its final report, the FCA declined to make a market investigation reference to the Competition and Markets Authority nor
did it consider any specific remedies or other specific interventions in respect of credit ratings data.
Additionally, HM Treasury published a consultation in March 2023 on whether regulation for providers of ESG ratings should be
introduced, and the potential scope of a regulatory regime. The U.K. Government has said it intends to take forward such
legislation in 2025.
Intellectual Property
Moody’s and its affiliates own and control a variety of intellectual property, including but not limited to:
Proprietary information
Publications
Databases
Trademarks and Patents
SaaS and other software
tools and applications
Domain names
Research
Models and
methodologies
Other proprietary materials
that, in the aggregate, are
of material importance to
Moody’s business
20 MOODY'S 2024 10-K
Management of Moody’s believes that the trademarks and related corporate names, marks and logos relating to its businesses,
including those containing the term “Moody’s”, are of material importance to the Company.
The Company, primarily through MA and its affiliates, provides access to certain of its databases, SaaS and other software
applications, credit risk models, assessments, research and other publications and services that contain intellectual property to its
customers. These licenses are provided pursuant to standard agreements containing customary restrictions and intellectual
property protections.
In addition, Moody’s licenses from third parties certain technology, data and other intellectual property rights. Specifically, Moody’s
obtains licenses from third parties to use financial information (such as market and index data, financial statement data, research
data, default data and security identifiers) as well as software development tools and libraries. In addition, certain of the Company’s
affiliates obtain from third-party information providers certain financial, credit risk, compliance, firmographic, management,
ownership, news and/or other data worldwide, which are distributed through Moody's information products. The Company obtains
such technology and intellectual property rights from generally available commercial sources. The Company also utilizes generally
available open-source software and libraries subject to appropriately permissive open-source licenses, to carry out routine
functions in certain of the Company’s software products. Most of such technology and intellectual property is available from a
variety of sources. Although certain financial information (particularly security identifiers, certain pricing or index data, and company
financial data in selected geographic markets) is available from a limited number of sources, Moody’s does not believe it is
dependent on any one data source for a material aspect of its business.
The names of Moody’s products and services referred to herein are trademarks, service marks or registered trademarks or service
marks owned by or licensed to Moody’s or one or more of its affiliates. The Company owns patents (including granted, allowed and
pending patents). None of the Company's intellectual property is subject to a specific expiration date, except to the extent that the
patents and the copyright in items that the Company holds (such as credit reports, research, software, and other written opinions)
expire pursuant to relevant law.
The Company considers its intellectual property to be proprietary, and Moody’s relies on a combination of copyright, trademark,
trade secret, patent, non-disclosure and other contractual and technological safeguards for protection. Moody’s also pursues
instances of third-party infringement of its intellectual property in order to protect the Company’s rights.
Available Information
Moody’s investor relations internet website is https://ir.moodys.com/. Under the “SEC Filings” tab at this website, the Company
makes available free of charge its annual reports on Form 10-K, proxy and other information statements, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after they are filed with, or
furnished to, the SEC.
The SEC maintains an internet website that contains annual, quarterly and current reports, proxy and other information statements
that the Company files electronically with the SEC. The SEC’s internet website is https://www.sec.gov/.
Information About Our Executive Officers
Robert Fauber, 54
President and Chief Executive Officer
Mr. Fauber has served as the Company’s President and Chief Executive Officer since January
2021. Mr. Fauber joined the Board of Directors in October 2020 and he currently serves on the
Executive Committee of the Board of Directors. Prior to serving as CEO, Mr. Fauber served as
Chief Operating Officer from November 2019 to December 2020, as President of MIS from
June 2016 to October 2019, as Senior Vice President—Corporate & Commercial Development
of Moody’s Corporation from April 2014 to May 2016, and was Head of the MIS Commercial
Group from January 2013 to May 2016.
Name, Age, Position and Biographical Data
MOODY'S 2024 10-K 21
Noémie Heuland, 47
Senior Vice President and Chief Financial Officer
Ms. Heuland has served as the Company’s Senior Vice President and Chief Financial Officer
since April 2024. She joined the Company most recently from Ceridian HCM Holding Inc.
(which changed its name to Dayforce, Inc. on January 1, 2024), a global leader of human
capital management technology, where she served as Executive Vice President, Chief
Financial Officer from September 2020 to December 2023. From April 2018 to September
2020, Ms. Heuland held the position of Senior Vice President, Chief Financial Officer at SAP
Latin America and Caribbean region, and held various other finance leadership roles in Europe
and the Americas at SAP beginning in 2008. Prior to joining SAP, a global software company,
Ms. Heuland spent eight years at PricewaterhouseCoopers. Ms. Heuland is a certified public
accountant.
Richard Steele, 55
Senior Vice President and General Counsel
Mr. Steele has served as the Company’s Senior Vice President and General Counsel since
September 2023. Mr. Steele joined Moody’s KMV Company in 2006 as its Chief Legal Officer,
and was named General Counsel of Moody’s Analytics in January 2008. Prior to joining the
Company, Mr. Steele was a corporate lawyer at Wilson Sonsini Goodrich & Rosati, and also
held senior legal positions at several firms in financial technology, software and venture capital.
Caroline Sullivan, 56
Chief Accounting Officer and Corporate Controller
Ms. Sullivan has served as the Company’s Chief Accounting Officer and Corporate Controller
since December 2018. She served as the Interim Chief Financial Offer from September 2023
to April 2024. Prior to joining the Company, Ms. Sullivan served in several roles at Bank of
America from 2011 to 2018, where her last position held was Managing Director and Global
Banking Controller. Prior to that role, Ms. Sullivan supported the Global Wealth & Investment
Management business from 2015 to 2017 in a variety of positions, including Controller. Ms.
Sullivan, a CPA, previously held various senior positions at several banks and a major
accounting firm.
Name, Age, Position and Biographical Data
22 MOODY'S 2024 10-K
Stephen Tulenko, 57
President, Moody’s Analytics
Mr. Tulenko has served as President of Moody’s Analytics since November 2019. Mr. Tulenko
served as Executive Director of Moody's former Enterprise Risk Solutions LOB from 2013 to
October 2019 and as Executive Director of Global Sales, Customer Service and Marketing
from 2008 to 2013. Prior to the formation of Moody’s Analytics, he held various sales, product
development and product strategy roles at Moody’s Investors Service, Inc. Mr. Tulenko joined
Moody’s in 1990.
Michael West, 56
President, Moody’s Investors Service
Mr. West has served as President of Moody’s Investors Service, Inc. since November 2019.
Mr. West served as Managing Director—Head of MIS Ratings and Research from June 2016
to October 2019. Previously, Mr. West served as Managing Director—Head of Global
Structured Finance from February 2014 to May 2016 and Managing Director—Head of Global
Corporate Finance from January 2010 to January 2014. Earlier in his career, he was also
responsible for the research strategy for the ratings businesses and before that led Corporate
Finance for the EMEA Region, European Corporates and the EMEA leveraged finance
business.
Name, Age, Position and Biographical Data
ITEM 1A.
RISK FACTORS
Please carefully consider the following discussion of significant factors, events and uncertainties that make an investment in the
Company’s securities risky and provide important information for the understanding of the “forward-looking” statements discussed
in Item 7 of this Form 10-K and elsewhere. These risk factors should be read in conjunction with the other information in this annual
report on Form 10-K.
The events and consequences discussed in these risk factors could, in circumstances the Company may not be able to accurately
predict, recognize, or control, have a material adverse effect on Moody’s business, financial condition, operating results (including
components of the Company’s financial results such as sales and profits), cash flows and stock price. These risk factors do not
identify all risks that Moody’s faces. The Company could also be affected by factors, events, or uncertainties that are not presently
known to the Company or that the Company currently does not consider to present significant risks. In addition to the effects of
general economic conditions, including inflation and related monetary policy actions in response to inflation, changes in
international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict and the
military conflict in the Middle East, and resulting global disruptions on our business and operations discussed in Item 7 of this Form
10-K and in the risk factors below, additional or unforeseen effects from the global economic climate may give rise to or amplify
many of these risks discussed below.
A. Legal and Regulatory Risks
Moody’s Faces Risks Related to Laws and Regulations that Affect the Financial Industry, Including the Credit Rating
Industry, Moody's Businesses and Moody’s Customers.
Moody’s is subject to extensive regulation by federal, state and local authorities in the U.S. and by foreign jurisdictions. These
regulations, the most important of which are discussed in further detail below, are complex, continually evolving and have tended to
become more stringent over time. Additionally, changes in the Presidential administration, changes in Congress, and recent judicial
actions may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any
new or existing legislation or directives by government authorities. See “Regulation” in Part I, Item 1 of this annual report on Form
10-K for more information.
Further, speculation concerning the impact of legislative and regulatory initiatives, including initiatives related to the emerging
technology of AI systems, operational resilience, data privacy and climate-related risks, among others, that our products and
services incorporate, and the increased uncertainty over potential liability and adverse legal or judicial determinations may
negatively affect Moody's stock price, affect demand for our products and services, increase our costs of operations and impact our
future business plans. Further, the Company's compliance and efforts to reduce the risk of fines, penalties or other sanctions can
result in significant expenses. Legal proceedings that are increasingly lengthy can result in uncertainty over and exposure to
liability.
MOODY'S 2024 10-K 23
Moody's Investors Service. MIS operates in a highly regulated industry. The current U.S. laws and regulations relating to MIS,
including the Reform Act and the Dodd-Frank Act:
–
seek to encourage, and may result in, increased competition among CRAs and in the credit rating business;
–
may result in alternatives to credit ratings, changes in the pricing of credit ratings, and/or diminished intellectual property
protection relating to credit ratings and related research produced by MIS;
–
restrict the use of information in the development or maintenance of credit ratings;
–
increase regulatory oversight of the credit markets and CRA operations;
–
provide the SEC with direct jurisdiction over CRAs that seek NRSRO status, and grant authority to the SEC to inspect the
operations of CRAs; and
–
provide for enhanced oversight standards and specialized pleading standards, which may result in increases in the number of
legal proceedings claiming liability for losses suffered by investors on rated securities and aggregate legal defense costs.
In addition to the extensive and evolving U.S. laws and regulations governing the credit rating industry, foreign jurisdictions have
taken measures to regulate CRAs and the markets for credit ratings that significantly impact the operations and the markets for the
Company's ratings-related products and services. In particular, the EU has adopted a common regulatory framework for CRAs
operating in the EU, continues to monitor the credit rating industry and analyze approaches that may strengthen existing regulation.
The U.K. also has adopted a regulatory framework for CRAs that is based on the EU version. Credit ratings emanating from
outside the EU are subject to ESMA's oversight if they are endorsed into the EU, and ratings endorsed into the U.K. are similarly
subject to oversight of the FCA. Additionally, other foreign jurisdictions, such as Australia and Hong Kong and China, have taken
measures to increase regulation of CRAs and markets for credit ratings. A failure to comply with these procedural and substantive
requirements also exposes MIS to the risk of regulatory enforcement action which could result in financial penalties or, in serious
cases, affect its ability to conduct credit rating activities in certain jurisdictions. For example:
–
MIS is subject to formal regulation and periodic or other inspections in the EU and other foreign jurisdictions, such as, but not
limited to, the U.K., Australia, Singapore, Japan, and Hong Kong, where it operates through registered subsidiaries.
–
In the EU and the U.K., applicable rules include procedural requirements with respect to credit ratings of sovereign issuers,
liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory analyst rotation requirements,
and restrictions on CRAs or their shareholders if certain ownership thresholds are crossed. Additional procedural and
substantive requirements include conditions for the issuance of credit ratings, rules regarding the organization of CRAs,
restrictions on activities deemed to create a conflict of interest, including requirements that fees be based on costs and non-
discriminatory, special requirements for credit ratings of structured finance instruments.
–
In Hong Kong, applicable rules include liability for the intentional or negligent dissemination of false and misleading information
and procedural requirements for the notification of certain matters to regulators. In addition, MIS Hong Kong is subject to a
code of conduct applicable to CRAs that imposes procedural and substantive requirements on the preparation and issuance of
credit ratings, restrictions on activities deemed to create a conflict of interest including the disclosure of its compensation
arrangements with rated entities and special requirements for credit ratings of structured finance instruments.
–
In China, while MIS is not a licensed CRA, it does issue global credit ratings on Chinese issuers from offices outside of China.
In addition, the Company holds a 30% investment in CCXI, a domestic CRA licensed in China. China has laws applicable to
domestic CRAs as well as foreign investment in such entities and entities in general (including national security review).
–
In Australia, unless an exemption applies, CRAs are required to hold an Australian financial services license (AFSL) if they
carry on a business of providing credit ratings in Australia. MIS Australia holds an AFSL authorizing it to provide general advice
to wholesale clients only by issuing a credit rating. It is therefore required to comply with obligations as an AFSL holder
including the requirement to provide financial services efficiently, honestly, and fairly, to manage conflicts of interest, and to
comply with the conditions of its AFSL (which conditions include specific conditions about credit ratings).
Future laws and regulations could extend to products and services not currently regulated. These regulations could:
–
affect the need for debt securities to be rated;
–
expand supervisory remits to include credit ratings issued outside the home jurisdiction;
–
increase the level of competition for credit ratings, including the distribution of credit ratings;
–
establish criteria for credit ratings or limit the entities authorized to provide credit ratings;
–
restrict the collection, use, accuracy, correction and sharing of information by CRAs; or
–
regulate pricing (for example to require fees that are based on costs and are non-discriminatory) on products and services
provided by MA such as those products that incorporate credit ratings and research originated by MIS.
In turn, such developments may affect MIS’s communications with issuers as part of the rating assignment process, alter the
manner in which MIS’s credit ratings are developed, assigned and communicated, affect the manner in which MIS or its customers
or users of credit ratings operate, impact the demand for MIS’s credit ratings or alter the economics of the credit ratings business,
including by restricting or mandating business models for CRAs. It is difficult to accurately assess the future impact of legislative
24 MOODY'S 2024 10-K
and regulatory requirements on MIS’s business and its customers’ businesses. If these laws and regulations, and any future
rulemaking or court rulings, reduce demand for credit ratings or increase costs, MIS may be unable to pass such costs through to
customers. Additionally, legislative and regulatory initiatives that apply to CRAs and credit markets generally may affect Moody’s in
a disproportionate manner. Each of these developments increase the costs and legal risk associated with the issuance of credit
ratings and can have a material adverse effect on Moody’s operations, profitability and competitiveness, the demand for credit
ratings and the manner in which such ratings are utilized.
Moody's Analytics. Certain of MA’s subscription products contain credit ratings data and related research produced by MIS, and
often are used by MA customers for regulatory compliance purposes, including determination of capital charges and regulatory
reporting.
Regulations concerning the issuance of credit ratings and the activities of CRAs, including the dissemination of ratings data, are
likely to continue to be considered in the future, including, for example, provisions regarding fair and reasonable availability of
ratings data, the terms and conditions associated with such data feeds, remuneration for data and the nature of the information to
be included in credit opinions. Other laws, regulations and rules are being considered or are likely to be considered in the future
may impact MA products and services, for example, by requiring certain information to be provided free of charge.
MA’s other products and services, in particular its offering of products and services relating to sanctions, KYC and financial crime,
are potentially subject to various laws and regulations affecting the collection, processing and sale of data-driven solutions. These
laws and regulations generally are designed to protect information relating to individuals and small businesses, including
information used for consumer credit reporting purposes, the data rights of individuals, and to prevent the unauthorized collection,
access to and use of personal or confidential information available in the marketplace and prohibit certain deceptive and unfair
acts. Additionally, refer to the risk factor entitled “The Company Is Exposed to Risks Related to Protection of Confidential and
Personal Information.”
New laws and regulations are likely to be enacted and existing laws and regulations may change or be interpreted and applied
differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will
materially and adversely affect our business. As a result of current and future laws and regulations, our customers’ and other third
parties’ use of our products and services, as well as our use of information supplied by our suppliers and other third parties, can
lead to regulatory inquiries or actions or related private litigation against us. 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. In the future, the Company may be subject to significant additional expense to ensure continued compliance with laws
and regulations applicable to MA and to investigate, defend or remedy actual or alleged violations. Additionally, refer to the risk
factor entitled “The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information.”
Further, MA’s bank and financial services customers are subject to additional regulatory oversight. For example:
–
U.S. banking regulators, including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation,
the Board of Governors of the Federal Reserve System and the Consumer Financial Protection Bureau, as well as many state
agencies, have issued guidance to insured depository institutions and other providers of financial services on assessing and
managing risks associated with third-party relationships, which include all business arrangements between a financial services
provider and another entity, by contract or otherwise, and generally requires banks and financial services providers to exercise
comprehensive oversight throughout each phase of a bank or financial service provider’s business arrangement with third-
party service providers, and instructs banks and financial service providers to adopt risk management processes
commensurate with the level of risk and complexity of their third-party relationships. This guidance requires more rigorous
oversight of third-party relationships that involve certain "critical activities."
–
Regulators in Europe and other foreign markets in which MA is active have issued guidance similar to that issued in the U.S.
relating to financial institutions' assessment and management of risks associated with third-party relationships. For example, in
December 2022, the EU adopted DORA, which will apply from early 2025 and will require EU financial institutions to have a
comprehensive governance and control framework of the management of information and communications technology risks,
including risks relating to third-party providers of technology and data such as MA. In light of this, MA’s existing or potential
bank and financial services customers subject to this guidance have sought to and may further revise their third-party risk
management policies and processes and the terms on which they do business with MA.
–
In China, MA is licensed to provide subscriptions to credit research and ratings data and other information relevant to the
financial markets. China has laws applicable to Moody’s that are broadly crafted, and the implementation, interpretation and
enforcement of such laws are subject to the broad discretion of Chinese regulators, which could affect the Company’s ability to
conduct business in China.
The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various actors
in the AI supply chain. These rules apply to, among others, product manufacturers incorporating AI systems into regulated products
sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU. This Act will increase costs
to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements
for MA products and services. MA also faces a risk of cost of penalties or fines due to noncompliance.
MOODY'S 2024 10-K 25
Legal and regulatory developments can result in delayed or reduced sales to MA’s customers, adversely affect MA’s relationship
with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and
legal risk under its agreements with such customers.
The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries
(Including Competition Market Studies) Related to Rating Opinions and Other Business Practices.
Moody’s faces exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market
studies) related to MIS’s ratings actions, as well as other business practices and products within both MIS and MA. When the
market value of credit-dependent instruments has declined or defaults have occurred, whether as a result of difficult economic
times, rapid changes in interest rates, decreased liquidity, turbulent markets or otherwise, the number of investigations and legal
proceedings that Moody’s has faced has increased significantly. Parties who invest in securities rated by MIS or issued by MIS-
rated entities have pursued claims against MIS or Moody’s for losses they faced in their portfolios. For instance, Moody’s faced
numerous class action lawsuits and other litigation, government investigations and inquiries (including market studies) concerning
events linked to the U.S. subprime residential mortgage sector and broader deterioration in the credit markets during and after the
financial crisis of 2007-2008. Evolving and/or inconsistent expectations regarding climate-risk and other sustainability disclosures
and reporting could also result in increased regulatory scrutiny and new regulatory actions at a corporate and business unit level.
MA’s offering of products and services relating to sanctions, KYC and financial crime may result in increased regulatory scrutiny
and could expose the Company to increased risk of litigation from data subjects and other third-parties, including due to potential
inaccuracies in the products and services we offer, as well as regulatory recordkeeping requirements associated with our services.
Additionally, as Moody’s develops its Gen AI product offerings and/or increases its use of Gen AI, the Company may face increased
regulatory scrutiny and exposure to increased litigation. Legal proceedings and regulatory inquiries and investigations impose
additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce
their ability to devote time to addressing other business issues, and any of these proceedings, investigations or inquiries (including
market studies) could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions. Risks relating to
legal proceedings are heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those
that exist in the U.S. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability
standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations in the U.S.
and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify. Moody’s may not have adequate insurance
or reserves to cover these risks, and the existence and magnitude of these risks often remain unknown for substantial periods of
time. Furthermore, when Moody’s is unable to achieve dismissals at an early stage and litigation matters proceed to trial, the
aggregate legal defense costs incurred by Moody’s increase substantially, as does the risk of an adverse outcome.
Additionally, as litigation or the process to resolve pending matters progress, Moody’s will continue to review the latest information
available and may change its accounting estimates, which could require Moody’s to record or increase liabilities in the consolidated
financial statements in future periods. See Note 21 to the consolidated financial statements for more information regarding ongoing
investigations and civil litigation that the Company currently faces. Due to the potential number of these proceedings and the
significant amount of damages that could be sought, there is a risk that Moody’s will be subject to judgments, settlements, fines,
penalties or other adverse results that have a material adverse effect on its business, operating results and financial condition.
The Company Is Exposed to Risks Related to Its Compliance and Risk Management Programs.
Moody’s operates in a number of countries, and as a result the Company is required to comply with and quickly adapt to numerous
international and U.S. federal, state and local laws and regulations. The Company’s ability to comply with applicable laws and
regulations, including anti-corruption, antitrust, economic and trade sanctions, and securities trading laws, the Reform Act, the
Dodd-Frank Act and regulations thereunder, is largely dependent on its establishment and maintenance of compliance, review and
reporting systems, as well as its ability to attract and retain qualified compliance and risk management personnel. Moody’s policies
and procedures to identify, evaluate and manage the Company’s risks, including risks resulting from acquisitions and from Gen AI
developments (such as maintaining the quality and integrity of data of Gen AI product offerings), may not be fully effective, and
Moody’s employees or agents may engage in misconduct, fraud or other errors. It is not always possible to deter such errors, and
the precautions the Company takes to prevent and detect this activity may not be effective in all cases. If Moody’s employees
violate its policies or if the Company’s risk management methods are not effective, the Company may be subject to criminal and
civil liability, the suspension of the Company’s employees, fines, penalties, regulatory sanctions, injunctive relief, exclusion from
certain markets or other penalties, and may suffer harm to its reputation, financial condition and operating results.
Moody’s Faces Risks Related to Protecting Its Intellectual Property Rights.
Moody’s considers many aspects of its products and services to be proprietary. Failure to protect the Company’s intellectual
property adequately could harm its reputation and affect the Company’s ability to compete effectively. Businesses the Company
acquires also involve intellectual property portfolios, which increase the challenges the Company faces in protecting its strategic
advantage. In addition, the Company’s operating results can be adversely affected by inadequate or changing legal and
technological protections for intellectual property and proprietary rights in some jurisdictions and markets, including if and how
rights in these markets evolve to address unauthorized or unintended use of intellectual property from new technologies like Gen
AI. The lack of strong legal and technological intellectual property protections in foreign jurisdictions in which we operate may
increase our vulnerability and may pose risks to our business. From time to time, laws are passed that require publication of certain
information, in some cases at no cost, that the Company considers to be its intellectual property and that it currently sells or
licenses for a fee, which could result in lost revenue.
26 MOODY'S 2024 10-K
Unauthorized third parties may also try to obtain and use technology or other information that the Company regards as proprietary.
It is also possible that Moody’s competitors or other entities could obtain patents or other intellectual property rights related to the
types of products and services that Moody’s offers, and attempt to require Moody’s to stop developing or marketing the products or
services, to modify or redesign the products or services to avoid infringing, or to obtain licenses from the holders of the intellectual
property in order to continue developing and marketing the products and services. Even if Moody’s attempts to assert or protect its
intellectual property rights through litigation, it may require considerable cost, time and resources to do so, and there is no
guarantee that the Company will be successful. The Company’s ability to establish, maintain and protect its intellectual property
and proprietary rights against theft, misappropriation or infringement could be materially and adversely affected by insufficient and/
or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets. These risks, and the
cost, time and resources needed to address them, may increase as the Company’s business grows and its profile rises in countries
with intellectual property regimes that are less protective than the rules and regulations applied in the United States.
Moody’s Faces Risks Related to Tax Matters, Including Changes in Tax Rates or Tax Rules.
As a global company, Moody’s is subject to taxation in the United States and various other countries and jurisdictions. As a result,
our effective tax rate is determined based on the taxable income and applicable tax rates in the various jurisdictions in which the
Company operates. Moody’s future tax rates could be affected by changes in the composition of earnings in countries or states with
differing tax rates or other factors, including by increased earnings in jurisdictions where Moody’s faces higher tax rates, losses
incurred in jurisdictions for which Moody’s is not able to realize the related tax benefit, or changes in foreign currency exchange
rates. Changes in the tax, accounting and other laws, treaties, regulations, policies and administrative practices, or changes to their
interpretation or enforcement, including changes applicable to multinational corporations such as the Base Erosion Profit Shifting
and the global minimum tax rate initiatives being led by the OECD, which requires companies to disclose more information to tax
authorities on operations around the world, and the EU’s state aid rulings, could have a material adverse effect on the Company’s
effective tax rate, results of operations and financial condition and may lead to greater audit scrutiny of profits earned in various
countries.
In addition, Moody’s is subject to regular examination of its income tax returns by the IRS and other tax authorities around the
world. Moody’s regularly assesses the likelihood of favorable or unfavorable outcomes resulting from these examinations to
determine the adequacy of its provision for income taxes, including unrecognized tax benefits; however, developments in an audit
or litigation could materially and adversely affect the Company. Although the Company believes its tax estimates and accruals are
reasonable, there can be no assurance that any final determination will not be materially different than the treatment reflected in its
income tax provisions, accruals and unrecognized tax benefits, which could materially and adversely affect the Company’s
business, operating results, cash flows and financial condition.
During 2023, multiple foreign jurisdictions in which the Company operates have enacted legislation to adopt a minimum tax rate
described in the GloBE or Pillar II, tax model rules issued by the OECD. A minimum ETR of 15% would apply to multinational
companies with consolidated revenue above €750 million with an effective date beginning in 2024. Under the GloBE rules, a
company would be required to determine a combined ETR for all entities located in a jurisdiction. If the jurisdictional tax rate is less
than 15%, an additional tax will be due to bring the jurisdictional effective tax rate up to 15%. While the Pillar II minimum tax
requirement is not currently anticipated to have a material impact on the Company’s results of operations or financial position,
management is evaluating and will continue to monitor the potential impact of the Pillar II global minimum tax proposals on our
consolidated financial statements and related disclosures.
B. Risks Related to our Business
The Company is Exposed to Legal, Economic, Operational and Regulatory Risks of Operating in Multiple Jurisdictions.
Moody’s conducts operations in various countries outside the U.S. and derives a significant portion of its revenue from foreign
sources. Changes in the economic condition of the various foreign economies in which the Company operates have an impact on
the Company’s business. For example, economic uncertainty in the Eurozone or elsewhere, including, but not limited to, in Latin
America, China or the Middle East, affects the number of securities offerings undertaken within those particular areas. In addition to
the risks addressed elsewhere in this section, operations abroad expose Moody’s to a number of legal, economic and regulatory
risks such as:
–
economic and geopolitical events and market conditions, such as the Russia-Ukraine military conflict and the military conflict in
the Middle East, including the effect of these events and conditions on customers, customer retention and demands for our
products and services;
–
fluctuations in interest rates and credit spreads, and exposure to exchange rate movements between foreign currencies and
USD;
–
restrictions on the ability to convert local currency into USD and the costs, including the tax impact, of repatriating cash held by
entities outside the U.S.;
–
U.S. laws affecting overseas operations, including domestic and foreign export and import restrictions, tariffs and other trade
barriers and restrictions, such as those related to the U.S.’s relationship with China and embargoes and sanctions laws with
respect to Russia, including the Russia-Ukraine military conflict. For example, U.S. economic sanctions have increasingly
targeted Chinese persons. In response, China issued a blocking statute that establishes a framework for limiting the effect of
foreign sanctions on Chinese persons. Blocking statutes typically create conflicts of law. An entity that is subject to conflicting
MOODY'S 2024 10-K 27
laws in multiple jurisdictions may need to determine a means to comply with such laws. Such conflicts could eventually affect
the ability of entities to adhere to applicable laws or continue to operate in certain jurisdictions;
–
differing and potentially conflicting legal or civil liability, compliance and regulatory standards;
–
current and future regulations relating to the imposition of mandatory rotation requirements on CRAs hired by issuers of
securities;
–
uncertain, evolving and new laws and regulations, including those applicable to the financial services industries, such as the
EU’s implementation of DORA in January 2025, and to the protection of intellectual property and to the emergence of LLMs in
the context of Gen AI and other technologies, such as the EU AI Act, including the effect of these laws and regulations on our
customers and on the products and services that we offer;
–
uncertainty regarding the future relationship and increasing tensions between the U.S. and China, which may result in further
restrictions or actions by the U.S. government with respect to doing business in China and/or by the Chinese government with
respect to business conducted by foreign entities in China;
–
the possibility of nationalization, expropriation, price controls and other restrictive governmental actions;
–
competition with CRAs that have greater familiarity, longer operating histories and/or support from local governments or other
institutions;
–
uncertainties in obtaining reliable data and creating products and services relevant to particular geographic markets;
–
reduced protection for intellectual property rights;
–
longer payment cycles and possible problems in collecting receivables;
–
differing accounting principles and standards;
–
difficulties in staffing and managing foreign operations;
–
difficulties and delays in translating documentation into foreign languages;
–
potentially adverse tax consequences; and
–
complexities of compliance with employment laws, various proposed and enacted data privacy laws, and cybersecurity rules in
numerous jurisdictions.
Additionally, Moody’s is subject to complex U.S., foreign and other local laws and regulations that are applicable to its operations
abroad, such as laws and regulations governing economic and trade sanctions, tariffs, embargoes, and anti-corruption including
the Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other similar local laws. The internal controls, policies
and procedures and employee training and compliance programs to deter prohibited practices the Company has implemented may
not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies or from
material violations of applicable laws and regulations. Any determination or allegations, even if unfounded, that the Company has
violated sanctions, anti-bribery or anti-corruption laws could have a material adverse effect on Moody’s business, operating results
and financial condition. Compliance with international and U.S. laws and regulations that apply to the Company’s international
operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in severe
fines and penalties, criminal sanctions, administrative remedies and restrictions on business conduct and could have a material
adverse effect on Moody’s reputation, its ability to attract and retain employees, its business, operating results and financial
condition.
Moody’s Operations are Exposed to Risks from Infrastructure Malfunctions or Failures.
Moody’s ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports its
businesses and the communities in which Moody’s is located, including: (i) New York City, the location of Moody’s headquarters, (ii)
major cities worldwide in which Moody’s has offices, and (iii) locations that may be affected by the Russia-Ukraine military conflict
and the military conflict in the Middle East. This may include a disruption involving physical or technological infrastructure (whether
or not controlled by the Company), including the Company’s electronic delivery systems, the Company's data center facilities, or
the Internet, used by the Company or third parties with or through whom Moody’s conducts business. Many of the Company’s
products and services are delivered electronically and the Company’s customers depend on the Company’s ability to receive, store,
process, transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks.
Some of Moody’s operations require complex processes and the Company’s extensive controls to reduce the risk of error inherent
in our operations cannot eliminate such risk completely. To the extent the Company grows through acquisitions, newly acquired
businesses may not have invested in technological infrastructure and disaster recovery to the same extent as Moody's has. As their
systems are integrated into Moody's, a vulnerability could be introduced, which could impact platforms across the Company. The
Company’s customers also depend on the continued capacity, reliability and security of the Company’s telecommunications, data
centers, networks and other electronic delivery systems, including its websites and connections to the Internet. The Company’s
employees also depend on these systems for internal use. 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,
28 MOODY'S 2024 10-K
sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s
ability to deliver its products and services.
Moody’s efforts to secure and plan for potential disruptions of its major operating systems may not be successful. The Company
also relies on third-party providers, including, increasingly, cloud-based service providers, to provide certain essential services.
While the Company believes that such providers are generally reliable, the Company has limited control over the performance of
such providers. To the extent any of the Company’s third-party providers ceases to provide these services in an efficient, cost-
effective manner or fails to adequately expand its services to meet the Company’s needs and the needs of the Company’s
customers, the Company could experience lower revenues and higher costs. Additionally, refer to the risk factor entitled “The
Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network
Infrastructure (Together, the “Third-Party Technology”), and Any Reduction in Third-Party Product Quality or Service Offerings,
Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of Operations.”
Additionally, although the Company maintains processes to prevent, detect and recover from a disruption, the Company also does
not have fully redundant systems for most of its smaller office locations and low-risk systems, and its disaster recovery plan does
not include restoration of non-essential services. If a disruption occurs in one of Moody’s locations or systems and its personnel in
those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other
locations, such persons’ ability to service and interact with Moody’s customers will suffer. The Company cannot predict with
certainty all of the adverse effects that could result from the Company’s failure, or the failure of a third party, to efficiently address
and resolve these delays and interruptions. A disruption to Moody’s operations or infrastructure may have a material adverse effect
on its reputation, business, operating results and financial condition.
The Economics of the Company’s Business is Dependent on the Volume of Debt Securities Issued in Domestic and/or
Global Capital Markets. Recent Financial Market Conditions, Including Decreased Asset Levels and Flows into Investment
Vehicles, Increases in Interest Rates and Other Volatility Has Had, and May Continue to Have, a Material Adverse Impact
on the Volume of Debt Securities Issued.
Moody’s business is impacted by general economic conditions and volatility in world financial markets. Furthermore, issuers of debt
securities have increasingly elected to issue securities without ratings or securities which are rated or evaluated by non-traditional
parties such as financial advisors, rather than traditional CRAs, such as MIS. Companies are also increasingly accessing
alternative sources of financing, such as loans and debt financing from non-bank lenders that do not involve a CRA-issued credit
rating. A majority of Moody’s credit-rating-based revenue is transaction-based, and therefore it is especially dependent on the
number and dollar volume of debt securities issued in the capital markets. Conditions that reduce issuers’ ability or willingness to
issue debt securities, such as interest rate and market volatility, declining growth, currency devaluations, changes in laws (including
tax-related laws) or other adverse economic trends, reduce the number and dollar-equivalent volume of debt issuances for which
MIS provides ratings services and thereby adversely affect the fees Moody’s earns in its ratings business.
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 materially and adversely affect the Company’s business, operating results and
financial condition. These factors include increases in or uncertainty around interest rates (as well as related monetary policy by
governments in the response to factors such as inflation, inflationary pressures, increases or volatility in mortgage rates, widening
credit spreads, regulatory and political developments (including the change in the U.S. Presidential administration and 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. Further declines or other changes in the markets for debt securities may materially and
adversely affect the Company’s business, operating results, financial condition, cash flows and prospects.
Moody’s initiatives to reduce costs to counteract a decline in its business may not be sufficient. Cost reductions may be difficult or
impossible to obtain in the short term, due in part to rent, technology, compliance, compensation and other fixed costs associated
with some of the Company’s operations as well as the need to monitor outstanding ratings. Further, cost-reduction initiatives,
including those under-taken to date, could make it difficult for the Company to rapidly expand operations in order to accommodate
any unexpected increase in the demand for ratings. Further volatility in the financial markets, including decreases in the volumes of
debt securities, increases in interest rates, and fluctuations in credit spreads, may have a material adverse effect on the business,
operating results and financial condition, which the Company may not be able to successfully offset with cost reductions.
The Introduction of Competing Products, Technologies or Services by Other Companies Can Negatively Impact the
Nature and Economics of the Company’s Business.
The markets for credit ratings, research, credit risk management services, business intelligence and analytical services are highly
competitive and characterized by rapid technological change, including change based on our Gen AI offerings, disruption by the
Gen AI offerings of others, changes in customer and investor demands, and evolving regulatory requirements, industry standards
and market preferences. The ability to develop and successfully launch and maintain innovative products, technologies and
services that anticipate customers’ and investors’ changing requirements and utilize emerging technological trends in a timely and
cost-effective manner is a key factor in maintaining a competitive market position. Moody’s competitors include both established
companies with significant financial resources, brand recognition, market experience and technological expertise, and smaller
companies which may be more agile and better poised to quickly adopt new or emerging technologies or respond to customer
requirements. Competitors may develop quantitative methodologies or related services, including services based on Gen AI, for
assessing credit 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. The increased presence of Gen AI in the market could also lead to increased expectations
from customers and market participants that higher quality information will be delivered on advanced timelines. Moody’s also
MOODY'S 2024 10-K 29
competes indirectly against consulting firms and technology and information providers, some of whom are also suppliers to
Moody’s; these indirect competitors could in the future choose to compete directly with Moody’s, cease doing business with
Moody’s or change the terms under which they do business with Moody’s in a way that could negatively impact our business. In
addition, customers or others may develop alternative, proprietary systems for assessing risk, including credit and climate risk.
Such developments could affect demand for Moody’s products and services and its growth prospects. Further, the increased
availability in recent years of free or relatively inexpensive information, online and through the use of Gen AI, may reduce the
demand for Moody’s products and services. Moody’s growth prospects and operating margins also could be adversely affected by
Moody’s failure to make necessary or optimal capital infrastructure expenditures and improvements and the inability of its
information technologies to provide adequate capacity and capabilities to meet increased demands of producing quality ratings and
research products at levels achieved by competitors. Any inability of Moody’s to compete successfully may have a material adverse
effect on its business, operating results and financial condition.
The Company Faces Increased Pricing Pressure from Competitors and/or Customers.
There is price competition in the credit rating, research, and credit risk management segments, as well as in the segment for
research, business intelligence and analytical services offered by MA. Moody’s faces competition globally from other CRAs and
from investment banks and brokerage firms that offer credit opinions in research, as well as from in-house research operations.
Competition for customers and market share has spurred more aggressive tactics by some competitors in areas such as pricing
and services, as well as increased competition from non-NRSROs that evaluate debt risk for issuers or investors. In addition, the
emergence of Gen AI and other technologies may further intensify these pressures, as the Company's competitors may use these
tools to deliver solutions at lower prices, or these tools may be used in a way that significantly increases access to publicly
available information. At the same time, a challenging business environment and consolidation among both competitors and
customers, particularly those involved in structured finance products and commercial real estate, and other factors affecting
demand may enhance the market power of competitors and reduce the Company’s customer base. Recent weak economic growth
has intensified competitive pricing pressures, which may result in customers’ use of free or lower-cost information that is
increasingly becoming available from alternative sources or their development of alternative, proprietary systems for assessing
credit risk that replace the products currently purchased from Moody’s. While Moody’s seeks to compete primarily on the basis of
the quality of its products and services, it can lose market share when its pricing is not sufficiently competitive. In addition, the
Reform Act was designed to encourage competition among rating agencies. The formation of additional NRSROs may increase
pricing and competitive pressures. Furthermore, in some of the countries in which Moody’s operates, governments may provide
financial or other support to local rating agencies. Any inability of Moody’s to compete successfully with respect to the pricing of its
products and services will have a material adverse impact on its business, operating results and financial condition.
The Company Is Exposed to Reputation and Credibility Concerns.
Moody’s reputation and the strength of its brand are key competitive strengths. To the extent that the credit rating business as a
whole or Moody's, relative to its competitors, suffers a loss in credibility, Moody’s business will be significantly impacted. 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, negative perceptions or publicity and increased criticism
by users of ratings, regulators and legislative bodies, including as to the ratings process, or the Company’s recent sustainability
strategies and our incorporation of climate- and other sustainability-related risks in the Company's rating process, and intentional,
poor representation of our products and services by our partners or agents, manipulation of our products and services by third
parties, or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information,
social media or other external communications. Operational errors, including calculation or methodological errors, or errors in
software or data, whether by Moody’s or a Moody’s competitor, could also harm the reputation of the Company or the industries in
which the Company operates. Additionally, as Moody's develops its Gen AI product offerings, the Company may incur risks or
challenges in its adoption, such as falling behind market expectations for the performance and cost savings related to these
offerings, as well as for Moody's perceived expertise regarding these offerings, that could lead to reputational harm. Damage to
reputation and credibility could have a material adverse impact on Moody’s business, operating results and financial condition, as
well as on the Company’s ability to find suitable candidates for acquisition.
Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters
Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have
focused on various environmental, social policy, human rights, and other sustainability matters. We communicate certain
sustainability initiatives, goals and commitments (including with respect to environmental matters, social matters and other
matters), in our various public disclosures, Task Force on Climate-related Financial Disclosures Report, on our website, in our
filings with the SEC and elsewhere. These goals or commitments could be challenging to achieve and costly to implement, and
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. Furthermore, MIS incorporates climate and other
sustainability-related risks in its rating process, which also could cause reputational risk or could lead to litigation. The Company
could fail to achieve, or be perceived to fail to achieve, our net zero 2040 commitment or other sustainability-related initiatives,
goals or commitments. Furthermore, we could be criticized for the timing, scope or nature of these initiatives, goals or
commitments, or for any changes to them. To the extent that our required and voluntary disclosures about such sustainability
matters increase, we could be criticized for the accuracy, sufficiency or completeness of such disclosures. We could be subject to
litigation or regulatory enforcement actions regarding the accuracy, sufficiency or completeness of our sustainability-related
30 MOODY'S 2024 10-K
disclosures. Our actual or perceived failure to achieve our sustainability-related initiatives, goals or commitments could negatively
impact our reputation or otherwise materially harm our business.
Moody’s Is Exposed to Risks Related to Loss of Skilled Employees and Related Compensation Cost Pressures.
Moody’s success depends upon its ability to recruit, retain and motivate highly skilled, experienced professionals, including
financial analysts, data scientists and software engineers. Competition for skilled individuals in the financial services and
technology industries is intense, and Moody’s ability to attract high quality employees could be impaired if it is unable to offer
competitive compensation and other incentives or if the regulatory environment mandates restrictions on or disclosures about
individual employees that would not be necessary in competing industries. Rising expenses including wage inflation, and global
labor shortages could adversely affect Moody’s ability to attract and retain high-quality employees. As greater focus has been
placed on executive compensation at public companies, in the future, Moody’s may be required to alter its compensation practices
in ways that adversely affect its ability to attract and retain talented employees. Investment banks, investors and competitors may
seek to attract analyst talent by providing more favorable working conditions or offering significantly more attractive compensation
packages than Moody’s. Moody’s also may not be able to identify and hire the appropriate qualified employees in some markets
outside the U.S. with the required experience or skills to perform sophisticated credit analysis. We could also fail to effectively
respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire, including with respect to
flexible or remote working arrangements or other matters. Also, the emergence and adoption Gen AI technologies has required and
will continue to require upskilling and additional training of Moody's employees, making retention and training increasingly
important. There is a risk that even when the Company invests significant resources in attempting to attract, train and retain
qualified personnel, it will not succeed in its efforts, and its business could be harmed. Further, employee expectations in areas
such as ESG have been evolving. A failure to adequately meet employee expectations may result in an inability to attract and retain
talented employees.
Moody’s is highly dependent on the continued services of Robert Fauber, the Company's President and Chief Executive Officer,
and other senior officers and key employees. The loss of the services of skilled personnel for any reason and Moody’s inability to
replace them with suitable candidates quickly or at all, as well as any negative market perception resulting from such loss, could
have a material adverse effect on Moody’s business, operating results and financial condition.
Moody’s Acquisitions, Dispositions and Other Strategic Transactions or Investments May Not Produce Anticipated
Results Exposing the Company to Future Significant Impairment Charges Relating to Its Goodwill, Intangible Assets or
Property and Equipment.
Moody’s regularly evaluates and enters into acquisitions, dispositions or other strategic transactions and investments to strengthen
its business and grow the Company. Such transactions and investments present significant challenges and risks. The Company
faces intense competition for acquisition targets, especially in light of industry consolidation, which may affect Moody’s ability to
complete such transactions on favorable terms or at all. Additionally, the Company makes significant investments in technology,
including software for internal use, which can be expensive, time-intensive and complex to develop and implement.
The anticipated growth, synergies and other strategic objectives of completed transactions may not be fully realized, and a variety
of factors may adversely affect any anticipated benefits from such transactions. Any strategic transaction involves a number of
risks, including unanticipated challenges regarding integration of operations, technologies and new employees; the existence of
liabilities or contingencies not disclosed to or otherwise known by the Company prior to closing a transaction; unexpected
regulatory and operating difficulties and expenditures; scrutiny from competition and antitrust authorities; failure to retain key
personnel of the acquired business; future developments that impair the value of purchased goodwill or intangible assets; diversion
of management’s focus from other business operations; failure to implement or remediate controls, procedures and policies
appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and
policies; disputes or litigation arising out of acquisitions or dispositions; challenges retaining the customers of the acquired
business; coordination of product, sales, marketing and program and systems management functions; integration of employees
from the acquired business into Moody’s organization; integration of the acquired business’s accounting, information technology,
human resources, legal and other administrative systems with Moody’s; risks that acquired systems expose us to cybersecurity
risks; and for foreign transactions, additional risks related to the integration of operations across different cultures and languages,
and the economic, political and regulatory risks associated with specific countries. The anticipated benefits from an acquisition or
other strategic transaction or investment may not be realized fully, or may take longer to realize than expected. As a result, the
failure of acquisitions, dispositions and other strategic transactions and investments to perform as expected may have a material
adverse effect on Moody’s business, operating results and financial condition.
At December 31, 2024, Moody’s had $5,994 million of goodwill and $1,890 million of intangible assets on its balance sheet.
Approximately 94% of the goodwill and intangible assets reside in the MA business and are allocated to the two reporting units
within MA. The remaining 6% of goodwill and intangible assets reside in MIS and primarily relate to ICRA. Failure to achieve
business objectives and financial projections in any of these reporting units could result in a significant asset impairment charge,
which would result in a non-cash charge to operating expenses. Goodwill and intangible assets are tested for impairment on an
annual basis and also when events or changes in circumstances indicate that impairment may have occurred. Determining whether
an impairment of goodwill exists can be especially difficult in periods of market or economic uncertainty and turmoil, and requires
significant management estimates and judgment. In addition, the potential for goodwill impairment is increased during periods of
economic uncertainty. An asset impairment charge could have a material adverse effect on Moody’s business, operating results
and financial condition.
MOODY'S 2024 10-K 31
Our business could be negatively impacted by climate change.
As a global company, our employees and offices are subject to risks related to the impact of climate change. We have offices in
locations that are vulnerable to the effects of climate change and extreme weather. In addition, continued reliable energy sources
are critical for business continuity globally and those sources too can be impacted by extreme weather. The frequency and impact
of extreme weather events on critical infrastructure has the potential to disrupt the Company’s ongoing operations, as well as the
operations of our vendors and customers, and may result in losses and additional costs to maintain or resume operations.
C. Technology Risks
The Company Is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information.
The Company’s operations rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other
types of information. Such information relates to its business operations and confidential and sensitive information about its
customers and employees in the Company’s computer systems and networks, and in those of its third-party vendors. The
Company also often has access to MNPI and other confidential information concerning its customers, including public and private
companies, sovereigns, and other third parties, and their customers, suppliers or transaction counterparties. Unauthorized
disclosure of the foregoing information could cause our customers to lose faith in our ability to protect their confidential information,
affecting the trading of their securities, damage their reputations or competitive positions and therefore cause customers to cease
doing business with us, and potentially expose us to risk of litigation.
The risks the Company faces range from cyber-attacks common to most industries, to more advanced threats that target the
Company because of its prominence in the global marketplace, or due to its ratings of sovereign debt and corporate issuers. The
Company and its third-party service providers, including our vendors, regularly experience cyber-attacks and data breaches of
varying degrees. Cyber-attacks targeting Moody’s or Moody’s vendors’ technology and systems, whether from circumvention of
security systems, denial-of-service attacks, ransomware, malware, hacking, social engineering or "phishing" attacks, deepfake
attacks, computer viruses, employee or insider threats, malfeasance, supply chain attacks, physical breaches, vendor email
compromise, payment fraud or other cyber-attacks some of which may be carried out by state-sponsored actors, may result in
unauthorized access, exfiltration, manipulation or corruption of sensitive data, material interruptions or malfunctions in the
Company’s or such vendors’ web sites or systems, applications, data processing, or disruption of other business operations. Such
events may compromise the confidentiality, integrity, or availability of material information held by the Company (including
information about Moody’s business, employees or customers), as well as other sensitive data, including personally identifiable
information, the disclosure of which could lead to identity theft. The Company's MNPI concerning customers and clients could be
improperly used by authorized or unauthorized parties, including for insider trading. The Company has implemented administrative,
technical, and physical measures to detect and prevent unauthorized activity, but such precautions may not be successful.
As the Company has grown and acquired businesses, IT guidelines have been developed and applied within business units or
inherited from legacy organizations, which can result in internal differences in the Company's approach to IT standards until
acquired entities are integrated. This creates a risk of developing unintended vulnerabilities and could result in additional costs,
difficulty meeting new regulatory standards, or failing to meet customer expectations. The Company may be exposed to additional
threats as it migrates its data from legacy systems to cloud-based solutions, and increased dependence on third-parties to store
cloud-based data subjects the Company to further cyber risks. Further, many of our employees work remotely, which magnifies the
importance of the integrity of our remote access security measures and may expose the Company to additional cyber risks.
The Company has invested and continues to invest in risk management and information security measures in order to protect its
systems and data, including employee training, disaster plans, and technical defenses. Although Moody’s devotes significant
resources to maintain and regularly update such systems and processes, measures that Moody’s takes to avoid, detect, mitigate or
recover from material incidents can be expensive, and may be insufficient, circumvented, or may become ineffective. Further,
Moody’s relies on third-party technical subject matter experts to assist in managing its cyber security risk management processes.
While Moody’s employs such third parties to assist in strengthening its cybersecurity defenses, there can be no guarantee that any
action taken as advised by such third party will be adequate or sufficient to address the evolving threat landscape. Additionally, any
measures that Moody’s takes in connection with such third parties to avoid, detect, mitigate or recover from material cyber security
threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.
Additionally, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection
measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. Gen AI
has contributed to an increase in the prevalence and sophistication of cyber threats, expanding the Company's exposure to
disruptions. Despite the Company’s best efforts, it is not fully insulated from, and has in the past experienced, security threats and
system disruptions. Although past incidents have not had a material adverse effect on the Company's operating results, there can
be no assurance of a similar result in the future. Because the methods used for these systems cyberattacks are rapidly changing,
the Company or its third-party vendors, despite significant focus and investment, may be unable to anticipate and/or deploy
sufficient protections against such incidents. Further, the extent of a particular security incident and the steps needed to investigate
may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full
and reliable information about the incident, including the extent of the harm and how best to remediate it, is known. Recent well-
publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken
by companies to protect against cyber-attacks, and may in the future result in heightened cybersecurity compliance requirements,
including additional regulatory expectations for oversight of third-party vendors and service providers. Cybersecurity incidents,
including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or
32 MOODY'S 2024 10-K
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.
Any of the foregoing may have a material adverse effect on Moody’s business, operating results and financial condition.
The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information
To conduct its operations, the Company regularly moves data across national borders, and consequently is subject to a variety of
continuously evolving and developing laws and regulations in the U.S. and abroad regarding privacy, data protection and data
security, such as the Federal Trade Commission Act in the U.S., the GDPR in the EU, the GDPR in the U.K., the Cyber Security
Law, the Data Security Law, and the Personal Information Protection Law in China and various other international, federal, state
and local laws and regulations. The scope of the laws that may be applicable to Moody’s is often uncertain and may be conflicting,
particularly with respect to foreign laws. For example, GDPR greatly increased the jurisdictional reach of European Union privacy
law and added a broad array of requirements for processing personal data, including the public disclosure of significant data
breaches. Failure to comply with GDPR requirements could result in penalties of up to 4% of annual worldwide revenue.
Additionally, other countries have enacted or are enacting data localization laws that require data to stay within their borders.
Further, laws such as the California Consumer Privacy Act of 2018 ("CCPA"), require among other things, covered companies to
provide disclosures to consumers, and affords consumers the ability to opt-out of certain sales of personal information. A number of
U.S. states have 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. Data privacy laws have also
been passed in numerous U.S. states, including Iowa, Indiana, Tennessee, Delaware, New Jersey, Kentucky, Maryland, Minnesota,
Nebraska, New Hampshire and Rhode Island that will go into effect over the course of 2024, 2025 and 2026. The effects of non-
compliance with the CCPA, CPRA and other similar data privacy laws are significant, and may require the Company to modify its
data processing practices and policies and to incur additional costs and expenses. All of these evolving compliance and operational
requirements have required or could require in the future, changes to certain business practices, thereby increasing costs, requiring
significant management time and attention, and subjecting the Company to negative publicity, as well as remedies that may harm
its business, including fines, modified demands or orders, the cessation of existing business practices and exposure to litigation,
regulatory actions, sanctions or other statutory penalties.
The Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network
Infrastructure (Together, the “Third-Party Technology”), and Any Reduction in Third-Party Product Quality or Service
Offerings, Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of
Operations.
Moody’s relies on Third-Party Technology in connection with its product development and offerings and operations. The Company
depends on the ability of Third-Party Technology providers to deliver and support reliable products, provide sufficient cloud
computing capacity to meet demand, enhance their current products, develop new products on a timely and cost-effective basis,
provide data necessary to develop and maintain its products and respond to emerging industry standards and other technological
changes. The Third-Party Technology Moody’s uses can become obsolete or restrictive, incompatible with future versions of the
Company’s products, fail to be comprehensive or accurate, unavailable or fail to operate effectively, and Moody’s business could be
adversely affected when the Company is unable to timely or effectively replace such Third-Party Technology. In addition, certain
aspects of the Company’s business rely on a concentrated group of vendors, and a cybersecurity breach or event and/or an error
caused by one or more of such vendors could have a significant impact on the Company’s operations, as well as the operations of
the Company's customers and other Third-Party Technology.
The Company also monitors its use of Third-Party Technology to comply with applicable license and other contractual
requirements. Despite the Company’s efforts, the Company cannot ensure that such third parties will permit Moody’s use in the
future, resulting in increased Third-Party Technology acquisition costs and loss of rights. In addition, the Company’s operating costs
could increase if license or other usage fees for Third-Party Technology increase or the efforts to incorporate enhancements to
Third-Party Technology are substantial. Some of these third-party suppliers are also Moody’s competitors, increasing the risks
noted above.
In the ordinary course, third-parties, including the Company’s vendors, are subject to various forms of cyber-attacks or security
incidents. Vulnerabilities in our vendors' software, system or networks or failure of their safeguards, policies or procedures may
cause material interruptions to Moody's or our vendors' websites, applications, or data processing, or could compromise the
confidentiality or integrity of the impacted information. Additionally, the Company may be exposed to additional threats as the
Company migrates its data from legacy systems to cloud-based solutions, and becomes increasingly dependent on third parties to
store cloud-based data subjects. To date, such attacks have not resulted in a material adverse impact to Moody’s business
operations, but there can be no guarantee the Company will not experience such an impact in the future.
If any of these risks materialize, they could have a material adverse effect on the Company’s business, financial condition or results
of operations.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
MOODY'S 2024 10-K 33
ITEM 1C.
CYBERSECURITY AND RISK MANAGEMENT
Governance
Management
The Company maintains a dedicated internal cybersecurity team that interacts with executive management and its business units
to identify, assess, manage, and respond to cybersecurity risks and incidents relating to the Company’s information systems and
operations. In addition, this internal cybersecurity team is responsible for managing detection, mitigation and remediation of
cybersecurity incidents. The internal cybersecurity team is managed by the CISO, who reports to the CAO, who is a member of the
executive leadership team. At December 31, 2024, the Company’s internal cybersecurity team consisted of members located in
various countries and time zones across the world. The team has members with experience in governance, risk management and
compliance, threat monitoring, threat emulation, penetration testing and cyber incident management. Team members have both
individual responsibilities and a team focus, covering areas such as network, endpoint device, and e-mail security engineering as
well as operations and threat management, monitoring, and response.
The Cyber Committee, chaired by the CISO, and whose members include the CTSO, CAO and Chief Risk & Resiliency Officer, as
well as other members of senior management and the legal team, is responsible for identifying cybersecurity risks and threats,
recommending mitigating actions to strengthen cybersecurity resilience, and meeting risk tolerance thresholds established by
senior management. The Cyber Committee also validates that the Company has appropriate people, process and technology
capabilities to identify, mitigate and report on cybersecurity risks to the executive leadership team and the Board of Directors. The
Cyber Committee meets regularly to allow members of the internal cybersecurity team to present concerns and recommendations
for decisions on preventing, identifying, mitigating, and remediating risks and threats. To the extent warranted, the Cyber
Committee may additionally be convened on an ad hoc basis. The Cyber Committee makes decisions regarding the reporting of
cybersecurity concerns to the executive leadership team, who escalate issues to the Board and/or the Audit Committee as
necessary. In the case of incidents that arise, the Cyber Committee, under the direction of the Board and/or executive leadership
team when appropriate, works to involve all appropriate personnel with the aim of resolving the incident, performing any required
remediation/reporting, and taking appropriate steps to comply with applicable laws and regulations. The process that the Cyber
Committee follows upon emergence of incidents is documented in the Company’s Incident Response Plan. Additionally,
cybersecurity risks and the adequacy of associated mitigations are analyzed by senior leadership as part of the enterprise risk
assessments that are reported to and discussed by the Board.
The CISO has extensive cybersecurity knowledge and skills, gained from over 20 years’ experience working in regulated industries.
The CISO holds a number of cybersecurity related certifications, including the Certified Information Systems Security Professional
and Certified Information Security Manager. In addition to the CISO, the CTSO has been a close partner and advocate for
cybersecurity at the Company, and is consulted or informed on all decisions or risks that affect the Company's technology systems
and/or implicate cybersecurity. The CAO is responsible for overseeing the cybersecurity team at the executive leadership level.
Board of Directors and Audit Committee
The Board provides oversight of management’s efforts to assess and manage cybersecurity risks and respond to cybersecurity
incidents and threats. In addition, the Audit Committee of the Board of Directors regularly receives reports from management
regarding the Company’s financial and compliance risks, including, but not limited to, risks relating to internal controls and
cybersecurity risks.
The Board receives regular updates from the CISO, CTSO, and CAO regarding matters related to technology and cybersecurity.
The Company has protocols, as discussed below, by which certain cybersecurity concerns, incidents and threats are escalated
within the Company and, where appropriate, reported in a timely manner to the Board.
Risk Management and Strategy
The objective of the Company's comprehensive cybersecurity program is to assess, identify, and manage risks from cybersecurity
incidents and threats. The Company's cybersecurity program leverages the NIST Framework and it incorporates training and
awareness coupled with ongoing monitoring and assessment. The cybersecurity program is an important part of the Company’s
enterprise risk management (ERM), with the head of the Company’s ERM program (the Chief Risk & Resiliency Officer) sitting on
the Cyber Committee, and sets forth a process for escalating certain incidents to the Company’s ERM group integrated into the
Company’s Incident Response Plan.
As part of the cybersecurity program, the Company’s cybersecurity environment is monitored by automated tools on an ongoing
basis and an internal cybersecurity team that reviews threats, alerts, and incidents. The Company’s Incident Response Plan
provides governance and guidance in responding to information security incidents and is tested regularly for calibration against
existing and emerging threats. The Incident Response Plan describes the process to be followed by the Cyber Committee in
connection with the oversight of the cybersecurity environment and specific events that occur from time to time. The cybersecurity
program undergoes periodic internal and external reviews. In addition, the Company's Internal Controls Department performs an
independent assessment of the design and operating effectiveness of the Company’s network of cybersecurity controls in
accordance with the NIST Framework. The results of the assessment are periodically shared with the Cyber Committee.
The Company’s cybersecurity environment is also subject to routine vulnerability assessment processes. Internal and external
teams, including the Cyber Committee, conduct activities such as penetration testing, red teaming, tabletop exercises and phishing
drills. Results are measured and assessed for possible improvements. In addition to these ongoing efforts, the Company has a set
34 MOODY'S 2024 10-K
of third-party risk management tools through which it monitors for cybersecurity risks and threats associated with its third-party
service providers. The Incident Response Plan includes processes that define how the Company manages and responds to such
risks or threats associated with its third-party service providers.
The Company contracts with reputable third parties to conduct annual external assessments of its cybersecurity program and its
components. Government agencies and their contracted agents also conduct periodic reviews in certain jurisdictions where the
Company operates. Insurance agents, customers and other market participants routinely assess the Company’s security posture
relative to their own standards.
Security Policy and Requirements
The Company has an Information Security Policy and Information Security Standards, which, taken together, describe the
standards and minimum requirements that are expected of all business and information security personnel to protect the
Company’s information and technology assets. The policy provides a framework guided by security principles designed to address
the confidentiality, integrity and availability of the Company’s information assets in the context of internal, external, deliberate and
accidental threats, while supporting the Company’s information creation and sharing needs.
The Company is subject to various privacy laws in the jurisdictions where it operates including CCPA and GDPR, as well as U.S.
Federal regulation by the FTC, for certain privacy-related aspects of its business, and the Sarbanes-Oxley Act of 2002. The
Company is audited in connection with requirements set forth in the Sarbanes-Oxley Act of 2002, and Moody’s Analytics obtains
third-party audits in connection with the ISO 27001 certification and SOC 1 and SOC 2 attestation reports, respectively, for certain
products. As previously mentioned, the Company also aligns with NIST standards in connection with information security, which it
uses to evaluate its cybersecurity readiness and resilience, and is required to make various filings and comply with requirements in
certain jurisdictions in which it operates.
The Company’s cybersecurity program also includes an information security training and awareness program called InfoSafe for all
employees. The program includes annual certification to having read and understood the Company's IT Use Policy, continuing
education on phishing awareness, regular communications about cybersecurity best practices, and participation in annual events
like Cybersecurity Awareness Month. Employees are expected to complete annual cybersecurity training, and compliance is
monitored. The Company uses general and targeted phishing simulations to help employees better recognize and respond to
potential threats. The training program is further enhanced by cybersecurity experts speaking at educational events. The Company
also offers specialized training modules on emerging cybersecurity threats for its software development teams. The Company’s IT
Use Policy outlines a detailed escalation process under which employees are to immediately report any suspected cybersecurity
incident.
The cybersecurity threat landscape is dynamic and volatile, and requires significant investment on the part of the Company in
terms of talent recruitment and retention, as well as procuring and deploying the correct tools to address threats. Additional
information on cybersecurity risks is discussed in Item 1A of Part I, “Risk Factors,” under the heading “Technology Risks,” which
should be read in conjunction with the foregoing information.
ITEM 2.
PROPERTIES
Moody’s corporate headquarters is located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. As of
December 31, 2024, Moody’s operations were conducted from 29 U.S. offices and 102 non-U.S. office locations, all of which are
leased. These properties are geographically distributed to meet operating and sales requirements worldwide. These properties are
generally considered to be both suitable and adequate to meet current operating requirements.
ITEM 3.
LEGAL PROCEEDINGS
For information regarding legal proceedings, see Part II, Item 8 – “Financial Statements,” Note 19 “Contingencies” in this Form 10-
K.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Information in response to this Item is set forth under the captions below.
MOODY'S 2024 10-K 35
MOODY’S PURCHASES OF EQUITY SECURITIES
For the three months ended December 31, 2024:
Period
Total Number of
Shares
Purchased (1)
Average Price
Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Program
Approximate Dollar
Value of Shares That May Yet
Be Purchased Under
The Program (2)
October 1- 31
382,909
$
471.64
374,250
$1,870 million
November 1- 30
304,282
$
474.26
304,006
$1,726 million
December 1- 31
329,465
$
486.13
326,742
$1,567 million
Total
1,016,656
$
477.15
1,004,998
(1)
Includes surrender to the Company of 8,659; 276; and 2,723 shares of common stock in October, November and December, respectively, to
satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
(2)
As of the last day of each of the months.
On February 5, 2024, the Board of Directors authorized $1 billion in share repurchase authority. On October 15, 2024, the Board
authorized an additional $1.5 billion in share repurchase authority. At December 31, 2024, there was approximately $1.6 billion of
share repurchase authority remaining under these authorizations. There is no established expiration date for the remaining
authorizations.
During the fourth quarter of 2024, Moody’s issued a net 83 thousand shares under employee stock-based compensation plans.
COMMON STOCK INFORMATION
The Company’s common stock trades on the New York Stock Exchange under the symbol “MCO”. The number of registered
shareholders of record at January 31, 2025 was 1,362. A substantially greater number of the Company’s common stock is held by
beneficial holders whose shares of record are held by banks, brokers and other financial institutions.
EQUITY COMPENSATION PLAN INFORMATION
The table below sets forth, as of December 31, 2024, certain information regarding the Company’s equity compensation plans.
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights (2)
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(excluding Securities
Reflected in Column (a))
(a)
(b)
(c)
Equity compensation plans approved by
security holders
2,563,379 (1)
$
267.64
18,949,656 (3)
Equity compensation plans not
approved by security holders
—
$
—
—
Total
2,563,379
$
267.64
18,949,656
(1)
Includes 1,927,315 options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan,
31,168 options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and
5,300 unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan. This number also includes a
maximum of 599,596 performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the
maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of the target award for
performance shares granted in 2022, 2023 and 2024. Assuming payout at target, the number of shares to be issued upon the vesting of
outstanding performance share awards is 315,665.
(2)
Does not reflect unvested restricted stock units or performance share awards included in column (a) because these awards have no exercise
price.
(3)
Includes 15,206,030 shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and
9,584,545 may be issued as awards of unrestricted shares, restricted stock, restricted stock units, performance shares or any other stock-
based awards under the 2001 Stock Incentive Plan, 466,831 shares available for issuance as options or restricted stock units under the Risk
Management Solutions, Inc. 2015 Equity Incentive Plan, and 861,174 shares available for issuance as options, shares of restricted stock,
restricted stock units or performance shares under the 1998 Directors Plan, and 2,415,621 shares available for issuance under the Company’s
Employee Stock Purchase Plan.
36 MOODY'S 2024 10-K
PERFORMANCE GRAPH
The following graph compares the total cumulative shareholder return of the Company to the performance of Standard & Poor’s
500 Composite Index and the Russell 3000 Financial Services Index.
The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on
December 31, 2019. The comparison also assumes the reinvestment of dividends, if any. The total return for the Company's
common stock was 108% during the performance period as compared with a total return during the same period of 97% and 85%
for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Moody’s Corporation, the Standard & Poor’s 500 Composite Index, and
the Russell 3000 Financial Services Index
Moody’s Corporation
S&P 500 Composite Index
Russell 3000—Financial Services Index
2019
2020
2021
2022
2023
2024
75
100
125
150
175
200
225
Year Ended December 31,
2019
2020
2021
2022
2023
2024
Moody’s Corporation
$ 100.00
$ 123.28
$ 167.13
$ 120.32
$ 170.28
$ 208.01
S&P 500 Composite Index
$ 100.00
$ 118.40
$ 152.39
$ 124.79
$ 157.59
$ 197.02
Russell 3000—Financial Services Index
$ 100.00
$
98.99
$ 136.16
$ 116.49
$ 142.90
$ 184.70
The comparisons in the graph above are provided in response to disclosure requirements of the SEC and are not intended to
forecast or be indicative of future performance of the Company’s common stock.
MOODY'S 2024 10-K 37
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of financial condition and results of operations should be read in conjunction with the Moody’s
Corporation consolidated financial statements and notes thereto included elsewhere in this annual report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking
Statements. See “Forward-Looking Statements” commencing on page 61 and Item 1A. “Risk Factors” commencing on page 23 for
a discussion of uncertainties, risks and other factors associated with these statements.
The Company
Moody’s is a global integrated risk assessment firm that empowers organizations to anticipate, adapt and thrive in a new era of
exponential risk. Moody’s reports in two segments: MA and MIS.
MA is a global provider of: i) research and insights; ii) data and information; and iii) decision solutions, which help companies make
better and faster decisions. MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply
chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure
and manage the implications of interrelated risks and opportunities.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and
the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental
obligations, and structured finance securities.
Critical Accounting Estimates
Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of
assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue
and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are
believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its critical accounting estimates.
Actual results may differ from these estimates under different assumptions or conditions. The following accounting estimates are
considered critical because they are particularly dependent on management’s judgment about matters that are uncertain at the
time the accounting estimates are made and changes to those estimates could have a material impact on the Company’s
consolidated results of operations or financial condition.
Goodwill and Other Acquired Intangible Assets
At July 31st of each year, Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment
(i.e., MA and MIS), or one level below an operating segment (i.e., a component of an operating segment).
The Company has four 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).
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the
first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than
its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is
not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is
more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit
will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds
the carrying value of the net assets assigned to that unit, goodwill is not impaired, and the Company is not required to perform
further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment
charge for the amount by which the carrying value exceeds the reporting unit’s fair value. The Company evaluates its reporting
units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions,
realignments or if there are indicators of potential impairment. For the reporting units where the Company is consistently able to
conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second
step of the aforementioned goodwill impairment assessment at least once every three years.
At July 31, 2024, the Company performed quantitative assessments for each of the four reporting units in accordance with the
aforementioned policy. These quantitative assessments resulted in fair values that significantly exceeded carrying value for all
reporting units.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions, which are more fully
described below. In addition, the Company also makes certain judgments and assumptions in allocating shared assets and
liabilities to determine the carrying values for each of its reporting units.
Other assets and liabilities, including applicable corporate assets, are allocated to the extent they are related to the operation of
respective reporting units.
38 MOODY'S 2024 10-K
Methodologies and significant estimates utilized in determining the fair value of reporting units:
The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding
ICRA, as of July 31, 2024. As ICRA is a publicly traded company in India, the Company was able to observe its fair value based on
its market capitalization.
The fair value of each reporting unit, excluding ICRA, was estimated using a discounted cash flow methodology and comparable
public company and precedent transaction multiples. The discounted cash flow analysis requires significant estimates, including
projections of future operating results and cash flows of each reporting unit that are based on internal budgets and strategic plans,
expected long-term growth rates, terminal values, weighted average cost of capital and the effects of external factors and market
conditions. Changes in these estimates and assumptions could materially affect the estimated fair value of each reporting unit that
could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial
position and results of operations. Moody’s allocates newly acquired goodwill to reporting units based on the reporting unit
expected to benefit from the acquisition.
The sensitivity analyses on the future cash flows and WACC assumptions are described below. These key assumptions utilized in
the discounted cash flow valuation methodology require significant management judgment:
–
Future cash flow assumptions - The projections for future cash flows utilized in the models are derived from historical
experience and assumptions regarding future growth and profitability of each reporting unit. These projections are consistent
with the Company’s operating budget and strategic plan. Cash flows for the five years subsequent to the date of the
quantitative goodwill impairment test were utilized in the determination of the fair value of each reporting unit. Beyond five
years, a terminal value was determined using a perpetuity growth rate based on inflation and real GDP growth rates. A
sensitivity analysis of the revenue growth rates was performed on all reporting units. For each reporting unit analyzed, a 10%
reduction in the revenue growth rates used would still result in fair values that significantly exceeded carrying values.
–
WACC - The WACC is the rate used to discount each reporting unit’s estimated future cash flows. The WACC is calculated
based on the proportionate weighting of the cost of debt and equity. The cost of equity is based on a risk-free interest rate and
an equity risk factor, which is derived from public companies similar to the reporting unit and which captures the perceived
risks and uncertainties associated with the reporting unit’s cash flows. The cost of debt component is calculated as the
weighted average cost associated with all of the Company’s outstanding borrowings as of the date of the impairment test and
was immaterial to the computation of the WACC. The cost of debt and equity is weighted based on the debt to market
capitalization ratio of publicly traded companies with similarities to the reporting unit being tested. The WACC for all reporting
units ranged from 10.0% to 10.5% as of July 31, 2024. Differences in the WACC used between reporting units is primarily due
to distinct risks and uncertainties regarding the cash flows of the different reporting units. A sensitivity analysis of the WACC
was performed on all reporting units as of July 31, 2024 for each reporting unit. For all reporting units, an increase in the
WACC of one percentage point would still result in fair values that significantly exceeded carrying values.
Long-lived assets
Long-lived assets, which consist primarily of amortizable intangible assets, operating lease ROU Assets and property and
equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable.
Under the first step of the recoverability assessment, Moody's compares the estimated undiscounted future cash flows attributable
to the asset or asset group to its carrying value. If the undiscounted future cash flows are greater than the carrying value, no further
assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds with step two of
the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or asset group and
recognize an impairment loss if the carrying amount exceeds its fair value. In performing this assessment, Moody's must include
assumptions that market participants would use in their estimates of fair value, including the estimated future cash flows and
discount rate. Moody's must apply judgment in developing estimated future cash flows and in the determination of market
participant assumptions.
Income Taxes
The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company’s tax assets and liabilities are
affected by the amounts charged for services provided and expenses incurred as well as other tax matters such as intercompany
transactions. The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740.
Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of
temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the
amounts that are recognized for income tax purposes.
The Company is subject to tax audits in the U.S. and various foreign jurisdictions. The Company regularly assesses the likely
outcomes of such audits in order to determine the appropriateness of liabilities for UTPs. The Company classifies interest related to
income taxes as a component of interest expense in the Company’s consolidated statements of operations and associated
penalties, if any, as part of other non-operating expenses.
For UTPs, ASC Topic 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more
than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing
authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-
MOODY'S 2024 10-K 39
than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be
realized upon effective settlement with a taxing authority. As the determination of liabilities related to UTPs and associated interest
and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will
accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s
operating results or financial condition.
Contingencies
Accounting for contingencies, including those matters described in Note 19 to the consolidated financial statements, is highly
subjective and requires the use of judgments and estimates in assessing their magnitude and likely outcome. In many cases, the
outcomes of such matters will be determined by third parties, including governmental or judicial bodies. The provisions made in the
consolidated financial statements, as well as the related disclosures, represent management’s best estimates of the current status
of such matters and their potential outcome based on a review of the facts and in consultation with outside legal counsel where
deemed appropriate. The Company regularly reviews contingencies and as new information becomes available may, in the future,
adjust its associated liabilities.
For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company
records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount
of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is
within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better
estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to
the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if
material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters
accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may
determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative
investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large
or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often
cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The
Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on
its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending
matters progresses, management will continue to review the latest information available and assess its ability to predict the
outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such
matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or
resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
Pension and Other Retirement Benefits
The expenses, assets and liabilities that Moody’s reports for its Retirement Plans are dependent on many assumptions concerning
the outcome of future events and circumstances. These significant assumptions include the following:
–
future compensation increases based on the Company’s long-term actual experience and future outlook;
–
long-term expected return on pension plan assets based on historical portfolio results and the expected future average annual
return for each major asset class within the plan’s portfolio (which is principally comprised of equity and fixed-income
investments); and
–
discount rates based on current yields on high-grade corporate long-term bonds.
The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of
December 31, 2024 were derived using a cash flow matching method whereby the Company compares each plan’s projected
payment obligations by year with the corresponding yield on the FTSE pension discount curve. The cash flows by plan are then
discounted back to present value to determine the discount rate applicable to each plan.
Moody’s major assumptions vary by plan and assumptions used are set forth in Note 13 to the consolidated financial statements. In
determining these assumptions, the Company consults with third-party actuaries and other advisors as deemed appropriate. While
the Company believes that the assumptions used in its calculations are reasonable, differences in actual experience or changes in
assumptions could have a significant effect on the expenses, assets and liabilities related to the Company’s Retirement Plans.
When actual plan experience differs from the assumptions used, actuarial gains or losses arise. Excluding differences between the
expected long-term rate of return assumption and actual returns on plan assets, the Company amortizes, as a component of
annual pension expense, total outstanding actuarial gains or losses over the estimated average future working lifetime of active
plan participants to the extent that the gain/loss exceeds 10% of the greater of the beginning-of-year projected benefit obligation or
the market-related value of plan assets. For Moody’s Retirement Plans, the total actuarial losses as of December 31, 2024 that
have not been recognized in annual expense are $48 million, and Moody’s expects the net periodic expense related to the
amortization of net actuarial (losses)/gains will be immaterial in 2025.
For Moody’s funded U.S. pension plan, the differences between the expected long-term rate of return assumption and actual
returns could also affect the net periodic pension expense. As permitted under ASC Topic 715, the Company amortizes the impact
40 MOODY'S 2024 10-K
of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the
expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to
amortization. As of December 31, 2024, the Company has an unrecognized loss of $68 million, of which $19 million will be
recognized in the market-related value of assets that is used to calculate the expected return on assets component of 2025
expense.
The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on
Moody’s 2025 income before provision for income taxes. These effects have been calculated using the Company’s current
projections of 2025 expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data
becomes available.
(dollars in millions)
Assumptions Used for
2025
Estimated Impact on 2025
Income before Provision
for Income Taxes
(Decrease) Increase
Weighted Average Discount Rates (1)
5.43%/5.40%
$
(4)
Weighted Average Assumed Compensation Growth Rate
3.60%
$
1
Assumed Long-Term Rate of Return on Pension Assets
6.60%
$
(5)
(1)
Weighted average discount rates of 5.43% and 5.40% for pension plans and Other Retirement Plans, respectively.
Based on current projections, the Company estimates that net periodic expense related to Retirement Plans will be immaterial in
2025.
Investments in Non-consolidated Affiliates
Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis. These investments
are written down to fair value if there is evidence of a loss in value that is other-than-temporary.
For equity investments without a readily determinable fair value for which the Company does not have significant influence,
Moody's generally elects to measure these investments at cost, less impairment, adjusted for subsequent observable price
changes as of the date that an observable transaction takes place.
The Company performs an assessment on a quarterly basis to determine if there are indicators of impairment for its investments in
non-consolidated affiliates. If there are indicators of impairment, the Company estimates the investment’s fair value and records an
impairment if the carrying value of the investment exceeds its fair value.
In situations where estimation of fair value is required for investments in non-consolidated affiliates, the Company considers
various factors, including: recent observable investee equity transactions, comparable public company/precedent transaction
multiples and discounted cash flow models. The estimation of fair value for these investments may involve significant judgment.
Other Estimates
In addition to the critical accounting estimates described above, there are other accounting estimates within Moody’s consolidated
financial statements. Management believes the current assumptions and other considerations used to estimate amounts reflected
in Moody’s consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other
considerations used in estimating amounts reflected in Moody’s consolidated financial statements, the resulting changes could
have a material adverse effect on Moody’s consolidated results of operations or financial condition.
See Note 2 to the consolidated financial statements for further information on significant accounting policies that impact Moody’s.
Reportable Segments
The Company is organized into two reportable segments at December 31, 2024: MA and MIS, which are more fully described in the
section entitled “The Company” above and in Note 20 to the consolidated financial statements.
MOODY'S 2024 10-K 41
Results of Operations
This section of this Form 10-K generally discusses the year ended December 31, 2024 and 2023 financial results and year-to-year
comparisons between these years. Discussions related to the year ended December 31, 2023 financial results and year-to-year
comparisons between the years ended December 31, 2023 and 2022 that are not included in this Form 10-K can be found in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The following footnotes are applicable throughout the discussion of the Company's results of operations:
(1)
Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definition and methodology that the
Company utilizes to calculate this metric.
(2)
Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company
utilizes to calculate this metric.
42 MOODY'S 2024 10-K
Year ended December 31, 2024 compared with year ended December 31, 2023
Executive Summary
The following table provides an executive summary of key operating results for the year ended December 31, 2024. Following this
executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating
results of the Company’s reportable segments.
Year Ended December 31,
Financial measure:
2024
2023
% Change
Favorable
(Unfavorable)
Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue
$ 7,088 $ 5,916
20% — reflects growth in both segments
MA external revenue
$ 3,295 $ 3,056
8% — sustained demand for KYC, insurance offerings and SaaS-based
banking solutions;
— ongoing strong retention for ratings data feeds and company data
applications; and
— continued demand and sales growth for credit and economic
research product offerings
MIS external revenue
$ 3,793 $ 2,860
33% reflects issuance growth across all LOBs resulting from:
— favorable market conditions for issuers, due to sustained tight credit
spreads and declining interest rates that drove strong refinancing
activity; and
— demand from investors as yields remained high for a majority of the
year
Total operating and
SG&A expenses
$ 3,680 $ 3,319
(11%) — higher incentive and stock-based compensation aligned with
financial and operating performance; and
— higher salaries and benefits reflecting an increase in headcount and
annual salary increases in both segments
Depreciation and
amortization
$ 431
$ 373
(16%) — higher amortization relating to internally developed software,
primarily related to the development of MA SaaS solutions
Restructuring
$ 59
$ 87
32% — relates to the Company's restructuring programs, more fully
discussed in Note 9 to the consolidated financial statements
Charges related to
asset abandonment
$ 43
$ —
NM — costs related to the Company's decision to outsource the production
of certain sustainability content utilized in our product offerings,
which is more fully discussed in Note 22 to the consolidated financial
statements
Total non-operating
(expense) income, net
$ (176) $ (202)
13% — an increase in interest income of $39 million due to higher cash and
short-term investment balances and higher interest rates; and
— a net decrease of $30 million in foreign exchange losses recorded
during the year mainly attributable to an immaterial out-of-period
adjustment relating to the 2022 fiscal year recorded in the first
quarter of 2023;
partially offset by:
— an increase in tax-related interest expense of $21 million mainly due
to the favorable resolution of tax matters in the prior year
Operating Margin
40.6 % 36.1 %
450BPS — operating margin and Adjusted Operating Margin(1) expansion
reflects strong revenue growth, particularly in MIS, outpacing
operating and SG&A expense growth
Adjusted Operating
Margin(1)
48.1 % 43.9 %
420BPS
ETR
23.7 % 16.9 %
(680BPS) — higher ETR primarily reflects tax benefits recognized in the first
quarter of 2023, which resulted from the resolutions of UTPs in
various U.S. and non-U.S. tax jurisdictions
Diluted EPS
$ 11.26 $ 8.73
29% — increase reflects growth in operating income/Adjusted Operating
Income(1) driven mainly by increases in MIS revenue, partially offset
by:
— a $0.76 per share benefit in the prior year resulting from the
resolutions of tax matters in the first quarter of 2023
Adjusted Diluted EPS(1) $ 12.47 $ 9.90
26%
MOODY'S 2024 10-K 43
Moody’s Corporation
Year Ended December 31,
% Change
Favorable
(Unfavorable)
2024
2023
Revenue:
United States
$
3,836
$
3,071
25%
Non-U.S.:
EMEA
2,174
1,886
15%
Asia-Pacific
629
570
10%
Americas
449
389
15%
Total Non-U.S.
3,252
2,845
14%
Total
7,088
5,916
20%
Expenses:
Operating
1,945
1,687
(15%)
SG&A
1,735
1,632
(6%)
Depreciation and amortization
431
373
(16%)
Restructuring
59
87
32%
Charges related to asset abandonment
43
—
NM
Total
4,213
3,779
(11%)
Operating income
2,875
2,137
35%
Adjusted Operating Income (1)
3,408
2,597
31%
Interest expense, net
(237)
(251)
6%
Other non-operating income, net
61
49
24%
Non-operating (expense) income, net
(176)
(202)
13%
Net income attributable to Moody’s
$
2,058
$
1,607
28%
Diluted weighted average shares outstanding
182.7
184.0
1%
Diluted EPS attributable to Moody’s common shareholders
$
11.26
$
8.73
29%
Adjusted Diluted EPS (1)
$
12.47
$
9.90
26%
Operating margin
40.6 %
36.1 %
Adjusted Operating Margin (1)
48.1 %
43.9 %
ETR
23.7 %
16.9 %
GLOBAL REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
46%
54%
U.S.
Non-U.S.
62%
38%
Transaction
Recurring
48%
52%
U.S.
Non-U.S.
69%
31%
Transaction
Recurring
Global revenue ⇑ $1,172 million
U.S. Revenue ⇑ $765 million
Non-U.S. Revenue ⇑ $407 million
Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally. Refer to the section entitled
“Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
44 MOODY'S 2024 10-K
Operating Expense ⇑ $258 million
Operating Expense Drivers
8%
6%
1%
$1,687
$1,945
2023 Operating
Expenses
Salaries and Benefits
Incentive and Stock-
Based Compensation
All Other
2024 Operating
Expenses
Compensation expenses of $1,469 million increased $245
million, with the most notable drivers reflecting:
Non-compensation expenses of $476 million increased $13
million, with the most notable driver reflecting:
— higher salaries and benefits reflecting hiring and salary
increases to support continued growth in the business; and
— costs to support operating growth, including investments in
technology and innovation
— higher incentive and stock-based compensation aligned
with financial and operating performance and headcount
growth
SG&A Expense ⇑ $103 million
SG&A Expense Drivers
3%
1%
2%
$1,632
$1,735
2023 SG&A Expenses
Incentive and Stock-
Based Compensation
Charges Related to a
Regulatory Matter
All Other
2024 SG&A Expenses
Compensation expenses of $1,070 million increased $54
million, with the most notable drivers reflecting:
Non-compensation expenses of $665 million increased $49
million, with the most notable drivers reflecting:
— higher incentive and stock-based compensation aligned with
headcount growth and financial and operating performance
— a charge in 2024 relating to a regulatory investigation, which
is more fully discussed in Note 19 to the consolidated
financial statements; and
— increases in costs to support operating growth, including
investments to support technology and innovation
MOODY'S 2024 10-K 45
Depreciation and amortization
The increase in depreciation and amortization expense is driven by amortization of internally developed software, which is primarily
related to the development of MA SaaS solutions.
Restructuring
The amounts reflect charges and adjustments related to the Company's restructuring programs as more fully discussed in Note 9 to
the consolidated financial statements.
Charges related to asset abandonment
Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product
offerings, which is more fully discussed in Note 22 to the consolidated financial statements.
Operating margin 40.6%, up 450 BPS
Adjusted Operating Margin 48.1%, up 420 BPS
Increases in both Operating margin and Adjusted Operating Margin(1) are due to strong revenue growth, particularly within MIS,
partially offset by an increase in operating and SG&A expenses.
Interest Expense ⇓ $14 million
Other non-operating income ⇑ $12 million
The decrease in interest expense is primarily due to:
The most notable drivers of the increase in income are:
— higher interest income of $39 million reflecting higher cash
and short-term investment balances and interest yields;
partially offset by:
— a $30 million net decrease in foreign currency losses mainly
attributable to an immaterial out-of-period adjustment
relating to the 2022 fiscal year recorded in the first quarter
of 2023; partially offset by:
— an increase of $21 million in tax-related interest mainly
reflecting the favorable resolution of tax matters in the prior
year
— a benefit of $9 million in the prior year related to the
favorable resolution of various tax matters
ETR ⇑ 680BPS
The increase in the ETR primarily reflects $113 million in tax benefits recognized in the first quarter of 2023, which resulted from
the resolutions of UTPs in various U.S. and non-U.S. tax jurisdictions that did not recur in 2024.
Diluted EPS ⇑ $2.53
Adjusted Diluted EPS ⇑ $2.57
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.
46 MOODY'S 2024 10-K
Segment Results
Moody’s Analytics
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
Year Ended December 31,
% Change
Favorable
(Unfavorable)
2024
2023
Revenue:
Decision Solutions (DS)
$
1,516
$
1,383
10%
Research and Insights (R&I)
926
884
5%
Data and Information (D&I)
853
789
8%
Total external revenue
3,295
3,056
8%
Intersegment revenue
13
13
—%
Total MA Revenue
3,308
3,069
8%
Expenses:
Operating and SG&A (external)
2,101
1,946
(8%)
Operating and SG&A (intersegment)
193
186
(4%)
Total operating and SG&A expense
2,294
2,132
(8%)
Adjusted Operating Income
$
1,014
$
937
8%
Adjusted Operating Margin
30.7 %
30.5 %
Depreciation and amortization
353
298
(18%)
Restructuring
42
59
29%
Charges related to asset abandonment
43
—
NM
MOODY'S ANALYTICS REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
58%
42%
U.S.
Non-U.S.
5%
95%
Recurring
Transaction
57%
43%
U.S.
Non-U.S.
6%
94%
Recurring
Transaction
MA: Global revenue ⇑ $239 million
U.S. Revenue ⇑ $69 million
Non-U.S. Revenue ⇑ $170 million
The 8% increase in global MA revenue reflects growth both in the U.S. (5%) and internationally (10%) across all LOBs.
–
ARR(2) increased 9% reflecting strong growth across all LOBs.
MOODY'S 2024 10-K 47
DECISION SOLUTIONS REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
62%
38%
U.S.
Non-U.S.
9%
91%
Recurring
Transaction
60%
40%
U.S.
Non-U.S.
12%
88%
Recurring
Transaction
DS: Global revenue ⇑ $133 million
U.S. Revenue ⇑ $20 million
Non-U.S. Revenue ⇑ $113 million
Global DS revenue for the for the years ended December 31, 2024 and 2023 was comprised as follows:
$1,516
$1,383
$551
$521
$598
$550
$367
$312
KYC
Insurance
Banking
2024
2023
Global DS revenue grew 10% and reflects increases in both the U.S. (4%) and internationally (14%).
The most notable drivers of the growth reflect:
–
strong demand for KYC and compliance solutions reflecting increased customer and supplier risk data usage, coupled with
sales growth from new customers, drove both revenue and ARR(2) growth of 18% and 17%, respectively;
–
Insurance revenue and ARR(2) grew 9% and 12%, respectively.
–
recurring revenue growth of 12% in Insurance was attributable to improved customer retention and strong demand
resulting in new sales for subscription-based catastrophe modeling tools.
–
Banking revenue and ARR(2) grew 6% and 9%, respectively.
–
recurring revenue growth of 11% within Banking was supported by strong customer retention coupled with expansion
of existing customer relationships to subscription-based banking offerings, which enable customers' lending, risk
management and finance workflows;
–
the aforementioned recurring revenue growth for Insurance and Banking was partially offset by a decline in transaction
revenue of 39% and 10%, respectively, reflecting MA's continued strategic shift to subscription-based solutions.
The aforementioned factors contributed to overall ARR(2) growth for DS of 12%.
48 MOODY'S 2024 10-K
RESEARCH AND INSIGHTS REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
44%
56%
U.S.
Non-U.S.
2%
98%
Recurring
Transaction
45%
55%
U.S.
Non-U.S.
2%
98%
Recurring
Transaction
R&I: Global revenue ⇑ $42 million
U.S. Revenue ⇑ $24 million
Non-U.S. Revenue ⇑ $18 million
Global R&I revenue increased 5% compared to 2023 and reflects growth in both the U.S. (5%) and internationally (5%). This
increase was attributable to sales growth for credit and economic research product offerings, which contributed to ARR(2) growth of
6%.
DATA AND INFORMATION REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
64%
36%
U.S.
Non-U.S.
100%
Recurring
Transaction
64%
36%
U.S.
Non-U.S.
100%
Recurring
Transaction
D&I: Global revenue ⇑ $64 million
U.S. Revenue ⇑ $25 million
Non-U.S. Revenue ⇑ $39 million
Global D&I revenue increased 8% compared to 2023 and reflects growth in both the U.S. (9%) and internationally (8%), mainly
driven by continued strong demand for company ratings feeds and data applications, which contributed to ARR(2) growth of 8% for
D&I.
MOODY'S 2024 10-K 49
MA: Operating and SG&A Expense ⇑ $155 million
MA Operating and SG&A Expense Drivers
5%
2%
1%
$1,946
$2,101
2023 MA Operating
and SG&A Expenses
Salaries and Benefits
Incentive and Stock
Based Compensation
All Other
2024 MA Operating
and SG&A Expenses
Compensation expenses of $1,370 million increased $132
million:
Non-compensation expenses of $731 million increased
$23 million:
— the growth in salaries and benefits reflects higher
headcount and annual salary increases to support business
growth; and
— the modest increase is mostly attributable to costs to
support operating growth, including investments in
technology and innovation
— the increase in incentive and stock-based compensation is
driven by higher headcount and financial and operating
performance
MA: Adjusted Operating Margin 30.7% ⇑ 20BPS
Modest Adjusted Operating Margin expansion for MA is primarily due to the 8% increase in global MA revenue, offset by an 8%
increase in operating and SG&A expenses.
Depreciation and amortization
The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software
relating to the development of SaaS-based solutions.
Restructuring
The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated
financial statements.
Charges related to asset abandonment
Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product
offerings, which is more fully discussed in Note 22 to the consolidated financial statements.
50 MOODY'S 2024 10-K
Moody’s Investors Service
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
Year Ended December 31,
% Change
Favorable
(Unfavorable)
2024
2023
Revenue:
Corporate finance (CFG)
$
1,950
$
1,404
39%
Structured finance (SFG)
518
405
28%
Financial institutions (FIG)
727
545
33%
Public, project and infrastructure finance (PPIF)
564
476
18%
Total ratings revenue
3,759
2,830
33%
MIS Other
34
30
13%
Total external revenue
3,793
2,860
33%
Intersegment royalty
193
186
4%
Total
3,986
3,046
31%
Expenses:
Operating and SG&A (external)
1,579
1,373
(15%)
Operating and SG&A (intersegment)
13
13
—%
Total operating and SG&A expense
1,592
1,386
(15%)
Adjusted Operating Income
$
2,394
$
1,660
44%
Adjusted Operating Margin
60.1 %
54.5 %
Depreciation and amortization
78
75
(4%)
Restructuring
17
28
39%
The following chart presents changes in rated issuance volumes compared to 2023. To the extent that changes in rated issuance
volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below.
Changes in Rated Issuance Volumes
42%
29%
118%
80%
57%
20%
24%
Total MIS Rated Issuance
Investment Grade
Leveraged Loans
High Yield Bonds
Structured Finance
Financial Institutions
Public, Project and
Infrastructure Finance
MOODY'S 2024 10-K 51
MOODY'S INVESTORS SERVICE REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
36%
64%
U.S.
Non-U.S.
34%
66%
Transaction
Recurring
39%
61%
U.S.
Non-U.S.
43%
57%
Transaction
Recurring
MIS: Global revenue ⇑ $933 million
U.S. Revenue ⇑ $696 million
Non-U.S. Revenue ⇑ $237 million
The increase in global MIS revenue reflects strong growth across all LOBs.
CFG REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
32%
68%
U.S.
Non-U.S.
27%
73%
Transaction
Recurring
32%
68%
U.S.
Non-U.S.
37%
63%
Transaction
Recurring
CFG: Global revenue ⇑ $546 million
U.S. Revenue ⇑ $381 million
Non-U.S. Revenue ⇑ $165 million
Global CFG revenue for the years ended December 31, 2024 and 2023 was comprised as follows:
$488
$335
$285
$150
$527
$292
$650
$627
$1,950
$1,404
Other accounts (CFG)*
Bank loans
High-yield
Investment-grade
2024
2023
* Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such
as commercial paper, medium term notes, and ICRA corporate finance revenue.
52 MOODY'S 2024 10-K
The increase in CFG revenue of 39% reflects increases in both the U.S (40%) and internationally (37%).
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:
–
strong refinancing activity and new mandates, resulting from:
–
continued tight credit spreads and declining interest rates; and
–
strong investor demand as yields remained high for the majority of the year; and
–
bank loan and investment-grade issuance to fund M&A transactions.
SFG REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
29%
71%
U.S.
Non-U.S.
44%
56%
Transaction
Recurring
38%
62%
U.S.
Non-U.S.
53%
47%
Transaction
Recurring
SFG: Global revenue ⇑ $113 million
U.S. Revenue ⇑ $116 million
Non-U.S. Revenue ⇓ $3 million
Global SFG revenue for the years ended December 31, 2024 and 2023 was comprised as follows:
$130
$121
$98
$92
$94
$60
$193
$129
$518
$405
Other accounts (SFG)
Structured credit
CMBS
RMBS
Asset-backed securities
2024
2023
The increase in SFG revenue of 28% reflects growth in the U.S. (46%), partially offset by modest declines in international revenue
(2%).
Transaction revenue increased $102 million compared to 2023, mainly attributable to:
–
higher CLO issuance, with new deals supported by increased bank loan activity, coupled with refinancing activity; and
–
increased issuance activity from the CMBS asset class, reflecting tightening credit spreads, declining interest rates and
strong investor demand.
MOODY'S 2024 10-K 53
FIG REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
47%
53%
U.S.
Non-U.S.
43%
57%
Transaction
Recurring
54%
46%
U.S.
Non-U.S.
53%
47%
Transaction
Recurring
FIG: Global revenue ⇑ $182 million
U.S. Revenue ⇑ $133 million
Non-U.S. Revenue ⇑ $49 million
Global FIG revenue for the years ended December 31, 2024 and 2023 was comprised as follows:
$450
$378
$214
$123
$49
$32
$727
$545
Other accounts (FIG)
Managed investments
Insurance
Banking
2024
2023
The increase in FIG revenue of 33% reflects growth in both the U.S. (53%) and internationally (17%).
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.
PPIF REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________
36%
64%
U.S.
Non-U.S.
32%
68%
Transaction
Recurring
39%
61%
U.S.
Non-U.S.
37%
63%
Transaction
Recurring
PPIF: Global revenue ⇑ $88 million
U.S. Revenue ⇑ $67 million
Non-U.S. Revenue ⇑ $21 million
54 MOODY'S 2024 10-K
Global PPIF revenue for the years ended December 31, 2024 and 2023 was comprised as follows:
$240
$205
$324
$271
$564
$476
Project and infrastructure
Public finance / sovereign
2024
2023
The 18% increase in PPIF revenue reflects increases in both the U.S. (23%) and internationally (11%).
Transaction revenue increased $83 million compared to 2023, primarily due to:
–
higher issuance from U.S. Public Finance issuers, reflecting increased activity in the state and local government and
higher education sectors;
–
increased investment-grade infrastructure finance activity in both the U.S. and EMEA; and
–
higher U.S. Project Finance activity supported by continued market improvement.
MIS: Operating and SG&A Expense ⇑ $206 million
MIS Operating and SG&A Expense Drivers
8%
4%
2%
1%
$1,373
$1,579
2023 MIS
Operating and
SG&A Expenses
Incentive and
Stock-Based
Compensation
Salaries and
Benefits
Operating Growth,
Including
Investments to
Support Business
Growth
Charges Related
to a Regulatory
Matter
2024 MIS
Operating and
SG&A Expenses
Compensation expenses of $1,169 million increased $166
million, with the most notable drivers of the growth
reflecting:
Non-compensation expenses of $410 million increased
$40 million with the most notable drivers of the growth
reflecting:
— an increase in incentive and stock-based compensation
driven by higher headcount and financial and operating
performance; and
— an increase in costs to support operating growth; and
— a charge relating to a regulatory investigation, which is
more fully discussed in Note 19 to the consolidated financial
statements
— growth in salaries and benefits reflecting higher headcount
and annual salary increases
MIS: Adjusted Operating Margin of 60.1% ⇑ 560BPS
The MIS Adjusted Operating Margin expansion primarily reflected the aforementioned 33% increase in revenue, partially offset by
growth of 15% in operating and SG&A expenses.
Restructuring Charges
The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated
financial statements.
MOODY'S 2024 10-K 55
Market Risk
FX risk:
Moody’s maintains a presence in more than 40 countries. In 2024, approximately 39% of the Company’s revenue and
approximately 38% of the Company's expenses were denominated in functional currencies other than the U.S. dollar, principally in
the British pound and the euro. As such, the Company is exposed to market risk from changes in FX rates. As of December 31,
2024, approximately 49% of Moody’s assets were located outside the U.S., making the Company susceptible to fluctuations in FX
rates. The effects of translating assets and liabilities of non-U.S. operations with non-U.S. functional currencies to the U.S. dollar
are charged or credited to OCI.
The effects of revaluing assets and liabilities that are denominated in currencies other than a subsidiary’s functional currency are
charged to other non-operating income, net in the Company’s consolidated statements of operations. Accordingly, the Company
enters into foreign exchange forward contracts to partially mitigate the change in fair value on certain assets and liabilities
denominated in currencies other than a subsidiary’s functional currency. The following table shows the impact to the fair value of
the forward contracts if currencies being purchased were to weaken by 10%:
Foreign Currency Forwards (1)
Impact on fair value of contract
Sell
Buy
U.S. dollar
British pound
$59 million unfavorable impact
U.S. dollar
Singapore dollar
$4 million unfavorable impact
U.S. dollar
Canadian dollar
$3 million unfavorable impact
U.S. dollar
Japanese yen
$2 million unfavorable impact
U.S. dollar
Indian Rupee
$2 million unfavorable impact
Euro
U.S. dollar
$1 million unfavorable impact
$71 million unfavorable impact
(1)
Refer to Note 6 to the consolidated financial statements in Item 8 of this Form 10-K for further detail on the forward contracts.
The change in fair value of the foreign exchange forward contracts would be offset by FX revaluation gains or losses on underlying
assets and liabilities denominated in currencies other than a subsidiary’s functional currency.
Derivatives and non-derivatives designated as net investment hedges:
The Company designates derivative instruments and foreign currency-denominated debt as hedges of foreign currency risk of net
investments in certain foreign subsidiaries (net investment hedges) under ASC Topic 815, Derivatives and Hedging.
Cross-currency swaps
As of December 31, 2024, the Company had cross-currency swaps designated as hedges of euro denominated net investments in
subsidiaries, for which the notional values and corresponding interest rates are disclosed in Note 6 to the consolidated financial
statements located in Item 8 of this Form 10-K.
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $321 million unfavorable impact to the
fair value of the cross-currency swaps recognized in OCI, which would be offset by favorable currency translation gains on the
Company’s euro net investment in foreign subsidiaries.
Euro-denominated debt
As of December 31, 2024, the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior
Notes as a net investment hedge to mitigate FX exposure relating to euro denominated net investments in subsidiaries. If the euro
were to strengthen 10% relative to the U.S. dollar, there would be an approximate $129 million unfavorable adjustment to OCI
related to these net investment hedges. This adjustment would be offset by favorable translation adjustments on the Company’s
euro net investment in subsidiaries.
56 MOODY'S 2024 10-K
Interest rate and credit risk:
Interest rate swaps designated as a fair value hedge:
The Company’s interest rate risk management objectives are to reduce the funding cost and volatility to the Company and to alter
the interest rate exposure to a desired risk profile. Moody’s uses interest rate swaps as deemed necessary to assist in
accomplishing these objectives. The Company is exposed to interest rate risk on its various outstanding fixed-rate debt for which
the fair value of the outstanding fixed rate debt fluctuates based on changes in interest rates. The Company has entered into
interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the SOFR.
These swaps are adjusted to fair market value based on prevailing interest rates at the end of each reporting period and
fluctuations are recorded as a reduction or addition to the carrying value of the borrowing, while net interest payments are recorded
as interest expense/income in the Company’s consolidated statement of operations. A hypothetical change of 100 BPS in the
SOFR-based swap rate would result in an approximate $161 million change to the fair value of the swaps, which would be offset by
the change in fair value of the hedged item.
Additional information on these interest rate swaps is disclosed in Note 6 to the consolidated financial statements located in Item 8
of this Form 10-K.
Moody’s cash equivalents consist of investments in high-quality investment-grade securities within and outside the U.S. with
maturities of three months or less when purchased. The Company manages its credit risk exposure by allocating its cash
equivalents among various money market deposit accounts and certificates of deposit and by limiting the amount it can invest with
any single issuer. Short-term investments primarily consist of certificates of deposit.
Liquidity and Capital Resources
Moody's remains committed to using its strong cash flow to create value for shareholders by both investing in the Company's
employees and growing the business through targeted organic initiatives and inorganic acquisitions aligned with strategic priorities.
Additional excess capital is returned to the Company’s shareholders via a combination of dividends and share repurchases.
Cash Flow
The Company is currently financing its operations, capital expenditures, acquisitions and share repurchases from operating and
financing cash flows.
The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
Year Ended December 31,
$ Change
Favorable/ (unfavorable)
2024
2023
Net cash provided by operating activities
$
2,838
$
2,151
$
687
Net cash used in investing activities
$
(1,056)
$
(247)
$
(809)
Net cash used in financing activities
$
(1,446)
$
(1,584)
$
138
Free Cash Flow (1)
$
2,521
$
1,880
$
641
(1)
Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for
capital additions. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.
Net cash provided by operating activities
Net cash flows from operating activities increased by $687 million compared to the prior year, with the most notable drivers
reflecting:
–
growth in operating income of $738 million coupled with various changes in working capital;
partially offset by:
–
$269 million in higher income tax payments in the current year.
Net cash used in investing activities
The $809 million increase in cash flows used in investing activities compared to 2023 primarily reflects:
–
higher net purchases of investments in 2024 of $535 million;
–
higher cash paid for acquisitions, net of cash acquired, of $218 million primarily due to the acquisition of Numerated in the
fourth quarter of 2024, GCR and Praedicat in the third quarter of 2024, and certain other immaterial acquisitions completed in
the first quarter of 2024; and
–
higher cash paid for capital additions of $46 million compared to the prior year reflecting both the development of SaaS-based
solutions in MA coupled with costs to support investments in company-wide technology infrastructure.
Net cash used in financing activities
The $138 million decrease in cash used in financing activities was primarily attributed to:
MOODY'S 2024 10-K 57
–
a $500 million repayment of notes payable in 2023; and
–
a $496 million issuance of notes in the third quarter of 2024;
partially offset by:
–
higher cash paid for treasury share repurchases in 2024 of $802 million compared to the prior year.
Cash and cash equivalents and short-term investments
The Company’s aggregate cash and cash equivalents and short-term investments of $3.0 billion at December 31, 2024 included
approximately $1.7 billion located outside of the U.S. Approximately 33% of the Company’s aggregate cash and cash equivalents
and short-term investments is denominated in EUR and GBP. The Company manages both its U.S. and non-U.S. cash flow to
maintain sufficient liquidity in all regions to effectively meet its operating needs.
As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax since 2017. The
Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided
deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company continues to
repatriate a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner
that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be
relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash
repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.
Material Cash Requirements
The Company's material cash requirements consist of the following contractual and other obligations:
Financing Arrangements
Indebtedness
At December 31, 2024, Moody’s had $7.4 billion of outstanding debt and approximately $1 billion of additional capacity available
under the Company’s CP program, which is backstopped by the $1.25 billion 2024 Credit Facility.
The repayment schedule for the Company’s borrowings outstanding at December 31, 2024 is as follows:
$700
$500 $400
$600 $500
$500
$600
$600
$400
$300
$500
$300
$500
$518
$776
USD Fixed
EUR Fixed
2025
//
2027 2028 2029 2030 2031 2032
//
2034
//
2041
//
2044
//
2048
//
2050
//
2052
//
2060 2061
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. For additional information on the Company's outstanding debt, CP program and 2024 Credit Facility, refer to Note 16 to
the consolidated financial statements.
Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for
operations, share repurchases and other strategic opportunities, which could result in higher financing costs.
Purchase Obligations
Purchase obligations generally include multi-year agreements with vendors to purchase goods or services and mainly include data
center/cloud hosting fees and fees for information technology licensing and maintenance. As of December 31, 2024, these
purchase obligations totaled $716 million, of which approximately 45% is expected to be paid in the next twelve months and
another approximate 45% expected to be paid over the next two subsequent years, with the remainder to be paid thereafter.
Leases
The Company has remaining payments related to its operating leases of $478 million at December 31, 2024, primarily related to
real estate leases, of which $111 million in payments are expected over the next twelve months. For more information on the
expected cash flows relating to the Company's operating leases, refer to Note 18 to the consolidated financial statements.
Pension and Other Retirement Plan Obligations
The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months. This plan is
overfunded at December 31, 2024, and accordingly holds sufficient investments to fund future benefit obligations. Payments for the
58 MOODY'S 2024 10-K
Company's unfunded plans are not expected to be material in either the short or long-term. For further information on the
Company's pension and other retirement plan obligations, refer to Note 13 to the consolidated financial statements.
Dividends and share repurchases
On February 12, 2025, the Board approved the declaration of a quarterly dividend of $0.94 per share for Moody’s common stock,
payable March 14, 2025 to shareholders of record at the close of business on February 25, 2025. The continued payment of
dividends at this rate, or at all, is subject to the discretion of the Board.
On February 5, 2024, the Board of Directors authorized $1 billion in share repurchase authority. On October 15, 2024, the Board
authorized an additional $1.5 billion in share repurchase authority. At December 31, 2024, the Company had approximately $1.6
billion of remaining authority under these authorizations. There is no established expiration date for the remaining authorizations.
Restructuring
As more fully discussed in Note 9 to the consolidated financial statements, the Company is currently in the process of executing the
Strategic and Operational Efficiency Restructuring Program. Future cash outlays associated with this program are expected to be
$165 million to $195 million, which are expected to be paid out through 2027.
Sources of Funding to Satisfy Material Cash Requirements
The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive
operating cash flow in 2025. Cash requirements for periods beyond the next twelve months will depend, among other things, on the
Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various
sources as described above.
Non-GAAP Financial Measures:
In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “Non-GAAP
financial measures.” Management believes that such adjusted financial measures, when read in conjunction with the Company’s
reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the
Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors
of supplemental information used by management in its financial and operational decision-making. These adjusted measures, as
defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these
adjusted measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating
performance or cash flows of the Company. Below are brief descriptions of the Company’s adjusted financial measures
accompanied by a reconciliation of the adjusted measure to its most directly comparable GAAP measure.
Adjusted Operating Income and Adjusted Operating Margin:
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 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. Refer to Notes 9 and 22 to the consolidated
financial statements for further information regarding the nature of the Company’s restructuring programs and asset abandonment,
respectively.
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.
Year ended December 31,
2024
2023
Operating income
$
2,875
$
2,137
Adjustments:
Depreciation and amortization
431
373
Restructuring
59
87
Charges related to asset abandonment
43
—
Adjusted Operating Income
$
3,408
$
2,597
Operating margin
40.6 %
36.1 %
Adjusted Operating Margin
48.1 %
43.9 %
MOODY'S 2024 10-K 59
Adjusted Net Income and Adjusted Diluted EPS attributable to Moody’s common shareholders:
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, and gains on previously held equity method investments 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.
Year ended December 31,
Amounts in millions
2024
2023
Net income attributable to Moody’s common shareholders
$
2,058
$
1,607
Pre-tax Acquisition-Related Intangible Amortization Expenses
$
198
$
198
Tax on Acquisition-Related Intangible Amortization Expenses
(48)
(48)
Net Acquisition-Related Intangible Amortization Expenses
150
150
Pre-tax restructuring
$
59
$
87
Tax on restructuring
(15)
(22)
Net restructuring
44
65
Pre-tax charges related to asset abandonment
$
43
$
—
Tax on charges related to asset abandonment
(11)
—
Net charges related to asset abandonment
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)
—
Adjusted Net Income
$
2,279
$
1,822
Year ended December 31,
2024
2023
Diluted earnings per share attributable to Moody’s common
shareholders
$
11.26
$
8.73
Pre-tax Acquisition-Related Intangible Amortization Expenses
$
1.08
$
1.08
Tax on Acquisition-Related Intangible Amortization Expenses
(0.26)
(0.26)
Net Acquisition-Related Intangible Amortization Expenses
0.82
0.82
Pre-tax restructuring
$
0.32
$
0.47
Tax on restructuring
(0.08)
(0.12)
Net restructuring
0.24
0.35
Pre-tax charges related to asset abandonment
$
0.24
$
—
Tax on charges related to asset abandonment
(0.06)
—
Net charges related to asset abandonment
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)
—
Adjusted Diluted EPS
$
12.47
$
9.90
60 MOODY'S 2024 10-K
Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.
Free Cash Flow:
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:
Year ended December 31,
2024
2023
Net cash provided by operating activities
$
2,838
$
2,151
Capital additions
(317)
(271)
Free Cash Flow
$
2,521
$
1,880
Net cash used in investing activities
$
(1,056)
$
(247)
Net cash used in financing activities
$
(1,446)
$
(1,584)
Key Performance Metrics:
The Company presents ARR on a constant currency organic 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 GAAP.
Amounts in millions
December 31, 2024
December 31, 2023
Change
Growth
MA ARR
Decision Solutions
Banking
$
457 $
420 $
37
9%
Insurance
601
536
65
12%
KYC
390
334
56
17%
Total Decision Solutions
$
1,448 $
1,290 $
158
12%
Research and Insights
942
885
57
6%
Data and Information
888
821
67
8%
Total MA ARR
$
3,278 $
2,996 $
282
9%
Recently Issued Accounting Pronouncements
Refer to Note 2 to the consolidated financial statements located in Part II, Item 8 on this Form 10-K for a discussion on the impact
to the Company relating to recently issued accounting pronouncements.
Contingencies
Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be
provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information
regarding legal proceedings, see Part II, Item 8 – “Financial Statements,” Note 19 “Contingencies” in this Form 10-K.
Forward-Looking Statements
Certain statements contained in this annual report on Form 10-K are forward-looking statements and are based on future
expectations, plans and prospects for the Company'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
MOODY'S 2024 10-K 61
statements. Those statements appear at various places throughout this annual report on Form 10-K, including in the sections
entitled “Contingencies” under Item 7, “MD&A”, commencing on page 38 of this annual report on Form 10-K, under “Legal
Proceedings” in Part I, Item 3, of this Form 10-K, and elsewhere in the context of statements containing the words “believe,”
“expect,” “anticipate,” “intend,” “plan,” “will,” “predict,” “potential,” “continue,” “strategy,” “aspire,” “target,” “forecast,” “project,”
“estimate,” “should,” “could,” “may,” and similar expressions or words and variations thereof relating to the Company’s views on
future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of
forward-looking statements. Stockholders and investors are cautioned not to place undue reliance on these forward-looking
statements. The forward-looking statements and other information in this document are made as of the date of this annual report
on Form 10-K, and the Company 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, the Company 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 impact of general economic conditions (including significant government debt and deficit levels, and inflation and related
monetary policy actions by governments in response to inflation) 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 effectiveness and possible collateral consequences 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 global impacts of the Russia-Ukraine military conflict and the military conflict in the Middle East on volatility in world
financial markets, on general economic conditions and GDP in the U.S. and worldwide, on global relations and on the
Company'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 uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting credit
markets, international trade and economic policy, including those related to tariffs, tax agreements and trade barriers;
–
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;
62 MOODY'S 2024 10-K
–
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.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page 56 of this annual report on
Form 10-K.
ITEM 8.
FINANCIAL STATEMENTS
Index to Financial Statements
Page
Management’s Report on Internal Control Over Financial Reporting
64
Report of Independent Registered Public Accounting Firm
65
Consolidated Financial Statements:
Consolidated Statements of Operations
67
Consolidated Statements of Comprehensive Income
68
Consolidated Balance Sheets
69
Consolidated Statements of Cash Flows
70
Consolidated Statements of Shareholders’ Equity
71
Notes to Consolidated Financial Statements
74
Schedules are omitted as not required or inapplicable or because the required information is provided in the consolidated financial
statements, including the notes thereto.
MOODY'S 2024 10-K 63
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Moody’s Corporation is responsible for establishing and maintaining adequate internal control over financial
reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed
by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
Moody’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of Moody’s management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the Company evaluated and assessed the design and operational effectiveness of the Company’s internal control
over financial reporting as of December 31, 2024 based on criteria established in the Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment performed, management has concluded that Moody’s maintained effective internal control over financial
reporting as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in their accompanying report which expresses an unqualified opinion on
the effectiveness of Moody's internal control over financial reporting as of December 31, 2024.
/s/ ROBERT FAUBER
Robert Fauber
President and Chief Executive Officer
/s/ NOÉMIE HEULAND
Noémie Heuland
Senior Vice President and Chief Financial Officer
February 14, 2025
64 MOODY'S 2024 10-K
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Moody’s Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Moody's Corporation and subsidiaries (the Company) as
December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity,
and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of
the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
MOODY'S 2024 10-K 65
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on
the critical audit matter or on the accounts or disclosures to which it relates.
Gross uncertain tax positions
As discussed in Note 15 to the consolidated financial statements, the Company has recorded uncertain tax positions
(UTPs), excluding associated interest of $211 million as of December 31, 2024. The Company determines whether it is
more-likely-than-not that a tax position will be sustained based on its technical merits as of the reporting date. A tax
position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit
that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. We identified the
assessment of the Company’s gross UTPs as a critical audit matter because complex judgment was required in
evaluating the Company’s interpretation of tax laws and its estimate of the ultimate resolution of the tax positions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of internal controls over the Company’s tax process, including those related to the
timely identification of UTPs, the assessment of new information related to previously identified UTPs, and the
measurement of UTPs. We involved valuation professionals with specialized skills and knowledge, who assisted in
assessing transfer pricing studies for compliance with applicable laws and regulations. Additionally, we involved tax
professionals with specialized skills and knowledge, who assisted in:
•
evaluating the Company’s interpretation of tax laws and judgments about the administrative practices of tax
authorities
•
inspecting settlement documents with applicable taxing authorities
•
assessing the expiration of statutes of limitations
•
performing an assessment of the Company’s tax positions and comparing the results to the Company’s
assessment.
In addition, we evaluated the Company’s ability to accurately estimate its gross UTPs by comparing historical gross UTPs
to actual results upon conclusion of tax audits or expiration of the statute of limitations.
/s/ KPMG LLP
We have served as the Company’s auditor since 2008.
New York, New York
February 14, 2025
66 MOODY'S 2024 10-K
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, except per share data)
Year Ended December 31,
2024
2023
2022
Revenue
$
7,088
$
5,916
$
5,468
Expenses
Operating
1,945
1,687
1,613
Selling, general and administrative
1,735
1,632
1,527
Depreciation and amortization
431
373
331
Restructuring
59
87
114
Charges related to asset abandonment
43
—
—
Total expenses
4,213
3,779
3,585
Operating income
2,875
2,137
1,883
Non-operating (expense) income, net
Interest expense, net
(237)
(251)
(231)
Other non-operating income, net
61
49
38
Gain on extinguishment of debt
—
—
70
Non-operating (expense) income, net
(176)
(202)
(123)
Income before provision for income taxes
2,699
1,935
1,760
Provision for income taxes
640
327
386
Net income
2,059
1,608
1,374
Less: Net income attributable to noncontrolling interests
1
1
—
Net income attributable to Moody’s
$
2,058
$
1,607
$
1,374
Earnings per share
Basic
$
11.32
$
8.77
$
7.47
Diluted
$
11.26
$
8.73
$
7.44
Weighted average shares outstanding
Basic
181.8
183.2
183.9
Diluted
182.7
184.0
184.7
The accompanying notes are an integral part of the consolidated financial statements.
MOODY'S 2024 10-K 67
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in millions)
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
Pre-tax
amounts
Tax
amounts
After-tax
amounts
Pre-tax
amounts
Tax
amounts
After-tax
amounts
Pre-tax
amounts
Tax
amounts
After-tax
amounts
Net Income
$ 2,059
$
1,608
$
1,374
Other Comprehensive Income
(Loss):
Foreign Currency
Adjustments:
Foreign currency
translation adjustments,
net
$
(309) $
(3)
$
(312) $
213
$
(1)
$
212
$
(439) $
2
$
(437)
Foreign currency
translation adjustments -
reclassification of losses
included in net income
—
—
—
—
—
—
20
—
20
Net gains (losses) on net
investment hedges
299
(77)
222
(177)
45
(132)
219
(55)
164
Cash Flow Hedges:
Reclassification of losses
included in net income
3
(1)
2
2
(1)
1
2
—
2
Pension and Other
Retirement Benefits:
Amortization of actuarial
gains (losses), prior
service credits (costs), and
settlement gain (charge)
included in net income
(2)
—
(2)
(3)
—
(3)
3
(1)
2
Net actuarial gains
(losses)
25
(6)
19
(8)
2
(6)
(1)
1
—
Total Other Comprehensive
Income (Loss)
$
16
$
(87)
$
(71)
$
27
$
45
$
72
$
(196) $
(53)
$
(249)
Comprehensive Income
1,988
1,680
1,125
Less: comprehensive loss
attributable to
noncontrolling interests
—
(4)
(16)
Comprehensive Income
Attributable to Moody’s
$ 1,988
$
1,684
$
1,141
The accompanying notes are an integral part of the consolidated financial statements.
68 MOODY'S 2024 10-K
MOODY’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share and per share data)
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
2,408
$
2,130
Short-term investments
566
63
Accounts receivable, net of allowances for credit losses of $32 in 2024 and $35 in 2023
1,801
1,659
Other current assets
515
489
Total current assets
5,290
4,341
Property and equipment, net of accumulated depreciation of $1,453 in 2024 and $1,272 in 2023
656
603
Operating lease right-of-use assets
216
277
Goodwill
5,994
5,956
Intangible assets, net
1,890
2,049
Deferred tax assets, net
293
258
Other assets
1,166
1,138
Total assets
$
15,505
$
14,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
1,344
$
1,076
Current portion of operating lease liabilities
102
108
Current portion of long-term debt
697
—
Deferred revenue
1,454
1,316
Total current liabilities
3,597
2,500
Non-current portion of deferred revenue
57
65
Long-term debt
6,731
7,001
Deferred tax liabilities, net
449
402
Uncertain tax positions
211
196
Operating lease liabilities
216
306
Other liabilities
517
676
Total liabilities
11,778
11,146
Contingencies (Note 19)
Shareholders’ equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding
—
—
Series common stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding
—
—
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares
issued at December 31, 2024 and December 31, 2023, respectively.
3
3
Capital surplus
1,451
1,228
Retained earnings
16,071
14,659
Treasury stock, at cost; 162,593,213 and 160,430,754 shares of common stock at December 31, 2024
and December 31, 2023, respectively
(13,322)
(12,005)
Accumulated other comprehensive loss
(638)
(567)
Total Moody’s shareholders’ equity
3,565
3,318
Noncontrolling interests
162
158
Total shareholders’ equity
3,727
3,476
Total liabilities and shareholders’ equity
$
15,505
$
14,622
The accompanying notes are an integral part of the consolidated financial statements.
MOODY'S 2024 10-K 69
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities
Net income
$
2,059
$
1,608
$
1,374
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization
431
373
331
Stock-based compensation
220
193
169
Deferred income taxes
(62)
(38)
48
Non-cash restructuring and asset impairment/abandonment-related charges
32
35
29
Provision for credit losses on accounts receivable
15
22
25
FX translation losses reclassified to net income
—
—
20
Gain on extinguishment of debt
—
—
(70)
Gain on previously held/sold investments in non-consolidated affiliates
(7)
(4)
—
Changes in assets and liabilities:
Accounts receivable
(187)
(12)
9
Other current assets
(36)
119
(223)
Other assets
(17)
(69)
(48)
Lease obligations
(33)
(26)
(19)
Accounts payable and accrued liabilities
225
76
(161)
Deferred revenue
154
24
20
Unrecognized tax positions and other non-current tax liabilities
18
(129)
(33)
Other liabilities
26
(21)
3
Net cash provided by operating activities
2,838
2,151
1,474
Cash flows from investing activities
Capital additions
(317)
(271)
(283)
Purchases of investments
(651)
(143)
(246)
Sales and maturities of investments
135
162
216
Purchases of investments in non-consolidated affiliates
(4)
(5)
(74)
Sales of/distributions from investments in non-consolidated affiliates
2
13
2
Cash paid for acquisitions, net of cash acquired
(221)
(3)
(97)
Receipts from settlements of net investment hedges
—
—
220
Net cash used in investing activities
(1,056)
(247)
(262)
Cash flows from financing activities
Issuance of notes
496
—
988
Repayment of notes
—
(500)
(626)
Proceeds from stock-based compensation plans
73
50
26
Repurchase of shares related to stock-based compensation
(91)
(71)
(87)
Treasury shares
(1,292)
(490)
(983)
Dividends
(620)
(564)
(515)
Dividends to noncontrolling interests
(7)
(9)
(1)
Debt issuance costs, extinguishment costs and related fees
(5)
—
(10)
Net cash used in financing activities
(1,446)
(1,584)
(1,208)
Effect of exchange rate changes on cash and cash equivalents
(58)
41
(46)
Increase (decrease) in cash and cash equivalents
278
361
(42)
Cash and cash equivalents, beginning of period
2,130
1,769
1,811
Cash and cash equivalents, end of period
$
2,408
$
2,130
$
1,769
The accompanying notes are an integral part of the consolidated financial statements.
70 MOODY'S 2024 10-K
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in millions, except per share data)
Shareholders of Moody’s Corporation
Common Stock
Treasury Stock
Accumulated
Other
Comprehensive
Loss
Total Moody’s
Shareholders’
Equity
Non-
Controlling
Interests
Total
Shareholders’
Equity
Shares
Amount
Capital
Surplus
Retained
Earnings
Shares
Amount
Balance at December 31, 2021
342.9
$
3
$
885
$
12,762
(157.3) $ (10,513)
$
(410)
$
2,727
$
189
$
2,916
Net income
1,374
1,374
—
1,374
Dividends ($2.80 per share)
(518)
(518)
(3)
(521)
Stock-based compensation
169
169
169
Shares issued for stock-based
compensation plans at average cost, net
(32)
0.6
(29)
(61)
(61)
Shares issued as consideration to
acquire kompany(1)
35
0.1
9
44
44
Treasury shares repurchased
(3)
(3.1)
(980)
(983)
(983)
Currency translation adjustment, net of
net investment hedge activity (net of tax
of $53 million)
(237)
(237)
(16)
(253)
Amortization of prior service costs and
actuarial losses (net of tax of $1 million)
2
2
2
Amortization of losses on cash flow
hedges
2
2
2
Balance at December 31, 2022
342.9
$
3
$
1,054
$
13,618
(159.7) $ (11,513)
$
(643)
$
2,519
$
170
$
2,689
The accompanying notes are an integral part of the consolidated financial statements.
(1) Represents a non-cash investing activity relating to the issuance of common stock to fund a portion of the purchase price for kompany.
MOODY'S 2024 10-K 71
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued
(Amounts in millions, except per share data)
Shareholders of Moody’s Corporation
Common Stock
Treasury Stock
Accumulated
Other
Comprehensive
Loss
Total Moody’s
Shareholders’
Equity
Non-
Controlling
Interests
Total
Shareholders’
Equity
Shares
Amount
Capital
Surplus
Retained
Earnings
Shares
Amount
Balance at December 31, 2022
342.9
$
3
$
1,054
$
13,618
(159.7) $ (11,513)
$
(643)
$
2,519
$
170
$
2,689
Net income
1,607
1,607
1
1,608
Dividends ($3.08 per share)
(566)
(566)
(9)
(575)
Stock-based compensation
193
193
193
Shares issued for stock-based
compensation plans at average cost,
net
(19)
0.8
—
(19)
(19)
Treasury shares repurchased, inclusive
of excise tax
—
(1.5)
(492)
(492)
(492)
Currency translation adjustment, net of
net investment hedge activity (net of tax
of $44 million)
84
84
(4)
80
Net actuarial losses (net of tax of $2
million)
(6)
(6)
(6)
Amortization of actuarial gains, prior
service credits and settlement gain
(3)
(3)
(3)
Amortization of losses on cash flow
hedges (net of tax of $1 million)
1
1
1
Balance at December 31, 2023
342.9
$
3
$
1,228
$
14,659
(160.4) $ (12,005)
$
(567)
$
3,318
$
158
$
3,476
The accompanying notes are an integral part of the consolidated financial statements.
72 MOODY'S 2024 10-K
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued
(Amounts in millions, except per share data)
Shareholders of Moody’s Corporation
Common Stock
Treasury Stock
Accumulated
Other
Comprehensive
Loss
Total Moody’s
Shareholders’
Equity
Non-
Controlling
Interests
Total
Shareholders’
Equity
Shares
Amount
Capital
Surplus
Retained
Earnings
Shares
Amount
Balance at December 31, 2023
342.9
$
3
$
1,228
$
14,659
(160.4) $ (12,005)
$
(567)
$
3,318
$
158
$
3,476
Net income
2,058
2,058
1
2,059
Dividends ($3.40 per share)
(646)
(646)
(7)
(653)
Stock-based compensation
225
225
225
Shares issued for stock-based
compensation plans at average cost, net
(2)
0.7
(16)
(18)
(18)
Noncontrolling interest resulting from
majority acquisition
—
10
10
Treasury shares repurchased, inclusive
of excise tax
—
(2.9)
(1,301)
(1,301)
(1,301)
Currency translation adjustment, net of
net investment hedge activity (net of tax
of $80 million)
(90)
(90)
—
(90)
Net actuarial gains (net of tax of $6
million)
19
19
19
Amortization of actuarial gains and prior
service credits
(2)
(2)
(2)
Amortization of losses on cash flow
hedges (net of tax of $1 million)
2
2
2
Balance at December 31, 2024
342.9
$
3
$
1,451
$
16,071
(162.6) $ (13,322)
$
(638)
$
3,565
$
162
$
3,727
The accompanying notes are an integral part of the consolidated financial statements.
MOODY'S 2024 10-K 73
MOODY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(tabular dollar and share amounts in millions, except per share data)
NOTE 1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Moody’s is a global provider of integrated perspectives on risk that empowers organizations and investors to make better decisions.
Moody’s reports in two reportable segments: MA and MIS.
MA is a global provider of: i) data and information; ii) research and insights; and iii) decision solutions, which help companies make
better and faster decisions. MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply
chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure
and manage the implications of interrelated risks and opportunities.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and
the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental
obligations, and structured finance securities.
Certain reclassifications have been made to prior period amounts to conform to the current presentation.
Adoption of New Accounting Standards in 2024
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures" ("ASU No. 2023-07"), which expands segment disclosure requirements for public entities. ASU No. 2023-07 requires
entities to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in
each reported measure of segment profit or loss. In addition, this ASU permits entities to disclose more than one measure of
segment profit or loss used by the CODM. Additionally, disclosure of the CODM’s title and position will be required on an annual
basis, as well as an explanation of how the CODM uses the reported measure(s). Furthermore, all existing annual disclosures
about segment profit or loss and assets must be provided on an interim basis in addition to disclosure of significant segment
expenses and other segment items. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the
financial statements. The Company adopted this ASU retrospectively for all periods presented with the new required disclosures
presented in Note 20.
Reclassification of Previously Reported Revenue by LOB
In the first quarter of 2024, pursuant to the integration of RMS into the Company's order-to-cash systems, the Company reclassified
certain prior year revenue by geography disclosures. The impact of the reclassification was not material, and prior year revenue by
LOB disclosures have been reclassified to conform to this new presentation, which is disclosed in Note 3.
NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include those of Moody’s Corporation and its majority- and wholly-owned subsidiaries. The
effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant
influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the
Company records its proportional share of the investment’s net income or loss as part of other non-operating income (expense),
net and any dividends received reduce the carrying amount of the investment. Equity investments without a readily determinable
fair value for which the Company does not have significant influence are accounted for under the ASC Topic 321 measurement
alternative; these investments are recorded at initial cost, less impairment, adjusted upward or downward for any observable price
changes in similar investments. The Company applies the guidelines set forth in ASC Topic 810 assessing its interests in voting
and variable interest entities to decide whether to consolidate an entity. The Company has reviewed the potential variable interest
entities and determined that there are no consolidation requirements under ASC Topic 810. The Company consolidates its ICRA
subsidiaries on a three month lag.
Cash and Cash Equivalents
Cash equivalents principally consist of investments in money market deposit accounts and money market funds as well as
certificates of deposit with maturities of three months or less when purchased.
Short-term Investments
Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations
in the next 12 months. The Company’s short-term investments primarily consist of certificates of deposit and their cost
approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded
into income when earned.
74 MOODY'S 2024 10-K
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives.
Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense
as incurred.
Computer Software Developed or Obtained for Internal Use
The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and
equipment in the consolidated balance sheets, relate to MA's SaaS-based solutions as well as the Company’s financial, website
and other systems. Such costs generally consist of employee compensation, direct costs for third-party license fees and
professional services provided by third parties, in each case incurred either during the application development stage or in
connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful
lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are
expensed as incurred.
The Company also capitalizes implementation costs incurred in cloud computing arrangements (e.g., hosted arrangements) and
depreciates the costs over the non-cancellable term of the cloud computing arrangements plus any option renewal periods that are
reasonably certain to be exercised or for which the exercise is controlled by the service provider. The Company classifies the
amortization of capitalized implementation costs in the same line item in the consolidated statement of operations as the fees
associated with the hosting service (i.e., operating and SG&A expense) and classifies the related payments in the consolidated
statement of cash flows in the same manner as payments made for fees associated with the hosting service (i.e. cash flows from
operating activities). In addition, the capitalization of implementation costs is reflected in the consolidated balance sheets
consistent with the location of prepayment of fees for the hosting element (i.e., within other current assets or other assets).
Goodwill and Other Acquired Intangible Assets
Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MA and MIS), or
one level below an operating segment (i.e., a component of an operating segment), annually as of July 31 or more frequently if
impairment indicators arise in accordance with ASC Topic 350.
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the
first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than
its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is
not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is
more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit
will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds
the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform
further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment
charge for the amount by which the carrying value exceeds the reporting unit’s fair value.
The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of
the Company due to acquisitions, realignments or if there are indicators of potential impairment. For the reporting units where the
Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting
policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years.
For purposes of assessing the recoverability of goodwill, the Company has four 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).
Impairment of long-lived assets and definite-lived intangible assets
Long-lived assets (including ROU Assets) and amortizable intangible assets are reviewed for recoverability whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
Under the first step of the recoverability assessment, the Company compares the estimated undiscounted future cash flows
attributable to the asset or asset group to their carrying value. If the undiscounted future cash flows are greater than the carrying
value, no further assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds
with step two of the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or
asset group (reduced by the estimated cost to sell the asset for assets or disposal groups classified as held-for-sale) and recognize
an impairment loss if the carrying amount exceeds its fair value.
Stock-Based Compensation
The Company records compensation expense over the requisite service period for all share-based payment award transactions
granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock
option and restricted stock plans.
MOODY'S 2024 10-K 75
Derivative Instruments and Hedging Activities
Based on the Company’s risk management policy, the Company may use derivative financial instruments to reduce exposure to
changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for
speculative purposes. All derivative financial instruments are recorded on the consolidated balance sheets at their respective fair
values on a gross basis. The changes in the value of derivatives that qualify as fair value hedges are recorded in the same income
statement line item in earnings in which the corresponding adjustment to the carrying value of the hedged item is presented. The
entire change in the fair value of derivatives that qualify as cash flow hedges is recorded to OCI and such amounts are reclassified
from AOCI(L) to the same income statement line in earnings in the same period or periods during which the hedged transaction
affects income. The Company assesses effectiveness for net investment hedges using the spot-method. The entire change in the
fair value of derivatives that qualify as net investment hedges is initially recorded to OCI. Those changes in fair value attributable to
components included in the assessment of hedge effectiveness in a net investment hedge are recorded in the currency translation
adjustment component of OCI and remain in AOCI(L) until the period in which the hedged item affects earnings. Those changes in
fair value attributable to components excluded from the assessment of hedge effectiveness in a net investment hedge are recorded
to OCI and amortized to earnings using a systematic and rational method over the duration of the hedge. Any changes in the fair
value of derivatives that the Company does not designate as hedging instruments under ASC Topic 815 are recorded in the
consolidated statements of operations in the period in which they occur. Cash flows from derivatives are recognized in the
consolidated statements of cash flows in a manner consistent with the recognition of the underlying hedged item.
Revenue Recognition and Costs to Obtain or Fulfill a Contract with a Customer
Revenue recognition:
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the
consideration the Company expects to be entitled to in exchange for those goods or services.
When contracts with customers contain multiple performance obligations, the Company accounts for individual performance
obligations separately if they are distinct. The transaction price is allocated to each distinct performance obligation on a relative
SSP basis. The Company determines the SSP by using the price charged for a deliverable when sold separately or uses
management’s best estimate of SSP for goods or services not sold separately using estimation techniques that maximize
observable data points, including: internal factors relevant to its pricing practices such as costs and margin objectives; standalone
sales prices of similar products; pricing policies; percentage of the fee charged for a primary product or service relative to a related
product or service; and geography.
Sales, usage-based, value added and other taxes are excluded from revenues.
MA Revenue
In the MA segment, products and services offered by the Company include hosted research and data subscriptions, installed and
hosted software subscriptions, perpetual installed software licenses and related maintenance, or PCS, and professional services.
Subscription and PCS contracts are generally invoiced in advance of the contractual coverage period, which is principally one year,
but can range from 3-5 years. Professional services are invoiced as those services are provided. Payment terms and conditions
vary by contract type, but primarily include a requirement of payment within 30 to 60 days.
Revenue from research, data and other hosted subscriptions is recognized ratably over the related subscription period as MA's
performance obligation to provide access to these products is progressively fulfilled over the stated term of the contract. A large
portion of these services are invoiced in the months of November, December and January.
Revenue from installed software subscriptions, which includes PCS, is bifurcated into a software license performance obligation
and a PCS performance obligation, which follow the patterns of recognition described above, except for those installed
subscriptions where the software license and PCS performance obligations were determined to be incapable of being distinct from
each other in accordance with ASC 606-10-25-19 and ASC 606-10-25-20. In such instances, revenue is recognized over time.
Revenue from the sale of a software license, when considered distinct from the related software implementation services, is
generally recognized at the time the product master or first copy is delivered or transferred to the customer. PCS is generally
recognized ratably over the contractual period commencing when the software license is fully delivered.
For implementation services and other service projects for which fees are fixed, the Company determined progress towards
completion is most accurately measured on a percentage-of-completion basis (input method) as this approach utilizes the most
directly observable data points and is therefore used to recognize the related revenue. For implementation services where price
varies based on time expended, a time-based measure of progress towards completion of the performance obligation is utilized.
Revenue from professional services rendered is generally recognized over time as the services are performed.
Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances
where an arrangement contains multiple performance obligations, the Company accounts for the individual performance obligations
separately if they are considered distinct. Revenue is generally allocated to all performance obligations based upon the relative
SSP at contract inception. For certain performance obligations, judgment is required to determine the SSP. Revenue is recognized
for each performance obligation based upon the conditions for revenue recognition noted above.
In the MA segment, customers usually pay a fixed fee for the products and services based on signed contracts. However,
accounting for variable consideration is applied mainly for: i) estimates for cancellation rights and price concessions and ii) T&M
based services.
76 MOODY'S 2024 10-K
The Company estimates the variable consideration associated with cancellation rights and price concessions based on the
expected amount to be provided to customers and reduces the amount of revenue to be recognized.
MIS Revenue
In the MIS segment, revenue arrangements with multiple elements are generally comprised of two distinct performance obligations,
a rating and the related monitoring service. Revenue attributed to ratings of issued securities is generally recognized when the
rating is delivered to the issuer. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the
period in which the monitoring is performed, generally one year. In the case of certain structured finance products, primarily CMBS,
issuers can elect to pay all of the annual monitoring fees upfront. These fees are deferred and recognized over the future
monitoring periods based on the expected lives of the rated securities.
MIS arrangements generally have standard contractual terms for which the stated payments are due at conclusion of the ratings
process for ratings and either upfront or in arrears for monitoring services; and are signed by customers either on a per issue basis
or at the beginning of the relationship with the customer. In situations when customer fees for an arrangement may be variable, the
Company estimates the variable consideration at inception using the expected value method based on analysis of similar contracts
in the same line of business, which is constrained based on the Company’s assessment of the realization of the adjustment
amount.
The Company allocates the transaction price within arrangements that include multiple performance obligations based upon the
relative SSP of each service. The SSP for both rating and monitoring services is generally based upon observable selling prices
where the rating or monitoring service is sold separately to similar customers.
Costs to Obtain or Fulfill a Contract with a Customer:
Costs to obtain a contract with a customer
Costs incurred to obtain customer contracts, such as sales commissions, are deferred and recorded within other current assets and
other assets when such costs are determined to be incremental to obtaining a contract, would not have been incurred otherwise
and the Company expects to recover those costs. These costs are amortized to expense on a systematic basis consistent with the
transfer of the products or services to the customer. Depending on the line of business to which the contract relates, this may be
based upon the average economic life of the products sold or average period for which services are provided, inclusive of
anticipated contract renewals. Determining the estimated economic life of the products sold requires judgment with respect to
anticipated future technological changes. Costs to obtain customer contracts are only incurred in the MA segment.
Cost to fulfill a contract with a customer
Costs incurred to fulfill customer contracts, are deferred and recorded within other current assets and other assets when such costs
relate directly to a contract, generate or enhance resources of the Company that will be used in satisfying performance obligations
in the future and the Company expects to recover those costs.
The Company capitalizes royalty costs within the MA segment related to third-party information data providers associated with
hosted company information and business intelligence products. These costs are amortized to expense consistent with the
recognition pattern of the related revenue over time.
In addition, the Company capitalizes work-in-process costs for in-progress MIS ratings, which is recognized consistent with the
rendering of the related services to the customers, as ratings are issued.
Accounts Receivable Allowances
In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics
including historical credit loss patterns to calculate reserve rates. The Company uses an aging method for developing its allowance
for credit losses by which receivable balances are stratified based on aging category. A reserve rate is calculated for each aging
category which is generally based on historical information, and is adjusted, when necessary, for current conditions (e.g.,
macroeconomic or industry related) and reasonable and supportable forecasts about the future. The Company also considers
customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the
economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances.
Expected credit losses are reflected as additions to the accounts receivable allowance. Actual uncollectible account write-offs are
recorded against the allowance.
Leases
The Company has operating leases, which substantially all relate to the lease of office space. The Company’s leases which are
classified as finance leases are not material to the consolidated financial statements.
The Company determines if an arrangement meets the definition of a lease at contract inception. The Company recognizes in its
consolidated balance sheets a lease liability and an ROU Asset for all leases with a lease term greater than 12 months. In
determining the length of the lease term, the Company utilizes judgment in assessing the likelihood of whether it is reasonably
certain that it will exercise an option to extend or early-terminate a lease, if such options are provided in the lease agreement.
ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the
Company’s obligation to make lease payments arising from the lease. ROU Assets and lease liabilities are recognized at the lease
MOODY'S 2024 10-K 77
commencement date based on the present value of lease payments over the lease term. As substantially all of the Company’s
leases do not provide an implicit interest rate, the Company uses its estimated secured incremental borrowing rates at the lease
commencement date in determining the present value of lease payments. These secured incremental borrowing rates are
attributable to the currency in which the lease is denominated.
At commencement, the Company’s initial measurement of the ROU Asset is calculated as the present value of the remaining lease
payments (i.e., lease liability), with additive adjustments reflecting: initial direct costs (e.g., broker commissions) and prepaid lease
payments (if any); and reduced by any lease incentives provided by the lessor if: (i) received before lease commencement or (ii)
receipt of the lease incentive is contingent upon future events for which the occurrence is both probable and within the Company’s
control.
Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. This straight-line
lease expense represents a single lease cost which is comprised of both an interest accretion component relating to the lease
liability and amortization of the ROU Assets. The Company records this single lease cost in operating and SG&A expenses.
However, in situations where an operating lease ROU Asset has been impaired, the subsequent amortization of the ROU Asset is
then recorded on a straight-line basis over the remaining lease term and is combined with accretion expense on the lease liability
to result in single operating lease cost (which subsequent to impairment will no longer follow a straight-line recognition pattern).
The Company has lease agreements which include lease and non-lease components. For the Company’s office space leases, the
lease components (e.g., fixed rent payments) and non-lease components (e.g., fixed common-area maintenance costs) are
combined and accounted for as a single lease component.
Variable lease payments (e.g., variable common-area-maintenance costs) are only included in the initial measurement of the lease
liability to the extent those payments depend on an index or a rate. Variable lease payments not included in the lease liability are
recognized in net income in the period in which the obligation for those payments is incurred.
Contingencies
Moody’s is involved in legal and tax proceedings, governmental, regulatory and legislative investigations and inquiries, claims and
litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject
to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and
contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending
legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company
records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount
of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is
within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better
estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to
the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if
material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters
accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may
determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative
investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large
or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often
cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The
Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on
its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending
matters progresses, management will continue to review the latest information available and assess its ability to predict the
outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such
matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or
resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
Operating Expenses
Operating expenses include costs associated with the development and production of the Company’s products and services and
their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are
incurred in connection with these activities. Operating expenses are charged to income as incurred.
Selling, General and Administrative Expenses
SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other
expenses related to sales. They also include items such as office rent, business insurance and professional fees. SG&A expenses
are charged to income as incurred.
Foreign Currency Translation
For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and
liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using
78 MOODY'S 2024 10-K
average exchange rates for the year. For these foreign operations, currency translation adjustments are recorded to other
comprehensive income.
Comprehensive Income
Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other
events and circumstances from non-owner sources including: foreign currency translation impacts; net actuarial gains and losses
and net prior service costs related to pension and other retirement plans; and gains and losses on derivative instruments
designated as net investment hedges or cash flow hedges. Comprehensive income items, including cumulative translation
adjustments of entities that are less-than-wholly-owned subsidiaries, will be reclassified to noncontrolling interests and thereby,
adjusting AOCI(L) proportionately in accordance with the percentage of ownership interest of the non-controlling shareholder.
Additionally, the Company reclassifies the income tax effects from AOCI(L) at such time as the earnings or loss of the related
activity are recognized in earnings.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore,
income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary
differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that
are recognized for income tax purposes.
The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated
statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines
whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its
technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all
relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest
amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, trade receivables and payables, and certain short-term
investments consisting primarily of certificates of deposit and money market deposits, all of which are short-term in nature and,
accordingly, approximate fair value.
The Company also invests in mutual funds, which are accounted for as equity securities with readily determinable fair values under
ASC Topic 321. The Company measures these investments at fair value with both realized gains and losses and unrealized holding
gains and losses for these investments included in net income.
Also, the Company uses derivative instruments to manage certain financial exposures that occur in the normal course of business.
These derivative instruments are carried at fair value in the Company’s consolidated balance sheets.
Fair value is defined by the ASC Topic 820 as the price that would be received from selling an asset or paid to transfer a liability
(i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair
value is based on the principal or most advantageous market in which the Company could commence transactions and considers
assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and
risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of
the asset.
The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are
categorized into three broad levels as follows:
Level 1: quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value
measurement;
Level 2: inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or
indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or
liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities;
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement
of the assets or liabilities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash
equivalents, short-term investments, trade receivables and derivatives.
For cash and cash equivalents, short-term investments and derivatives, the Company manages its credit exposure by limiting the
amount of counterparty risk with any particular financial institution; limits are assigned to each counterparty based on perceived
quality of credit and are monitored daily. Cash equivalents are held among various money market deposit accounts, money market
funds, and certificates of deposits as of December 31, 2024 and 2023. Short-term investments primarily consist of certificates of
MOODY'S 2024 10-K 79
deposit as of December 31, 2024 and 2023. Derivatives primarily consist of foreign exchange forwards or swap contracts (interest
rate swaps and cross-currency swaps) as of December 31, 2024 and 2023. For trade receivables, no customer accounted for 10%
or more of accounts receivable at December 31, 2024 or 2023.
Earnings per Share of Common Stock
Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the
reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such
shares were outstanding and dilutive during the reporting period.
Pension and Other Retirement Benefits
Moody’s maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense
and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions
concerning the outcome of future events and circumstances. These assumptions represent the Company’s best estimates and may
vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual
experience is spread over a five-year period to the market-related value of plan assets, which is used in determining the expected
return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized
over the estimated average future working life of active plan participants.
The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement
plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other
comprehensive income during the period the changes occur.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU
No. 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The
amendments in ASU No. 2023-09 require entities to disclose additional income tax information, primarily related to greater
disaggregation of the entity's ETR reconciliation and income taxes paid by jurisdiction disclosures. This ASU is effective for annual
periods beginning after December 15, 2024, and should be applied on a prospective basis; however, retrospective application is
permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and
disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU No. 2024-03"). The
amendments in this ASU require more detailed disclosures about specific expense categories in the notes to financial statements
(including employee compensation, depreciation and intangible asset amortization) and apply to both interim and annual reporting
periods. ASU No. 2024-03 also requires disclosure of total selling expenses for both interim and annual reporting periods, with an
additional requirement to provide an entity’s definition of selling expenses in annual reporting. This ASU is effective in fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is
permitted. The amendments in this ASU should be applied either (1) prospectively for annual and interim reporting periods
beginning after the aforementioned effective dates or (2) retrospectively to any or all prior periods presented in the financial
statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and
disclosures.
80 MOODY'S 2024 10-K
NOTE 3
REVENUES
Revenue by Category
The following table presents the Company’s revenues disaggregated by LOB:
Year Ended December 31,
2024
2023
2022
MA:
Decision Solutions (DS)
Banking
$
551
$
521
$
481
Insurance
598
550
504
KYC
367
312
260
Total DS
1,516
1,383
1,245
Research and Insights (R&I)
926
884
812
Data and Information (D&I)
853
789
712
Total external revenue
3,295
3,056
2,769
Intersegment revenue
13
13
8
Total MA
3,308
3,069
2,777
MIS:
Corporate finance (CFG)
Investment-grade
488
335
294
High-yield
285
150
108
Bank loans
527
292
275
Other accounts (1)
650
627
592
Total CFG
1,950
1,404
1,269
Structured finance (SFG)
Asset-backed securities
130
121
116
RMBS
98
92
106
CMBS
94
60
98
Structured credit
193
129
140
Other accounts (SFG)
3
3
2
Total SFG
518
405
462
Financial institutions (FIG)
Banking
450
378
337
Insurance
214
123
113
Managed investments
49
32
28
Other accounts (FIG)
14
12
13
Total FIG
727
545
491
Public, project and infrastructure finance (PPIF)
Public finance / sovereign
240
205
197
Project and infrastructure
324
271
234
Total PPIF
564
476
431
Total ratings revenue
3,759
2,830
2,653
MIS Other
34
30
46
Total external revenue
3,793
2,860
2,699
Intersegment royalty
193
186
174
Total MIS
3,986
3,046
2,873
Eliminations
(206)
(199)
(182)
Total MCO
$
7,088
$
5,916
$
5,468
(1)
Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs
such as commercial paper, medium term notes, and ICRA corporate finance revenue.
MOODY'S 2024 10-K 81
The following table presents the Company’s revenues disaggregated by LOB and geographic area:
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
MA:
Decision Solutions
$
570 $
946 $
1,516 $
550 $
833 $
1,383 $
511 $
734 $ 1,245
Research and Insights
514
412
926
490
394
884
470
342
812
Data and Information
306
547
853
281
508
789
250
462
712
Total MA
1,390
1,905
3,295
1,321
1,735
3,056
1,231
1,538
2,769
MIS:
Corporate finance
1,333
617
1,950
952
452
1,404
832
437
1,269
Structured finance
368
150
518
252
153
405
308
154
462
Financial institutions
386
341
727
253
292
545
223
268
491
Public, project and
infrastructure finance
359
205
564
292
184
476
266
165
431
Total ratings
revenue
2,446
1,313
3,759
1,749
1,081
2,830
1,629
1,024
2,653
MIS Other
—
34
34
1
29
30
5
41
46
Total MIS
2,446
1,347
3,793
1,750
1,110
2,860
1,634
1,065
2,699
Total MCO
$
3,836 $
3,252 $
7,088 $
3,071 $
2,845 $
5,916 $
2,865 $
2,603 $ 5,468
The following table presents the Company's reportable segment revenues disaggregated by segment and geographic region:
Year Ended December 31,
2024
2023
2022
MA:
U.S.
$
1,390
$
1,321
$
1,231
Non-U.S.:
EMEA
1,306
1,207
1,060
Asia-Pacific
345
299
268
Americas
254
229
210
Total Non-U.S.
1,905
1,735
1,538
Total MA
3,295
3,056
2,769
MIS:
U.S.
2,446
1,750
1,634
Non-U.S.:
EMEA
868
679
648
Asia-Pacific
284
271
271
Americas
195
160
146
Total Non-U.S.
1,347
1,110
1,065
Total MIS
3,793
2,860
2,699
Total MCO
$
7,088
$
5,916
$
5,468
82 MOODY'S 2024 10-K
The following table summarizes the split between transaction and recurring revenue:
Year Ended December 31,
2024
2023
2022
Transaction
Recurring
Total
Transaction
Recurring
Total
Transaction
Recurring
Total
Decision Solutions
Banking
$
117
$
434
$ 551
$
130
$
391
$ 521
$
124
$
357
$ 481
21 %
79 %
100 %
25 %
75 %
100 %
26 %
74 %
100 %
Insurance
$
23
$
575
$ 598
$
38
$
512
$ 550
$
28
$
476
$ 504
4 %
96 %
100 %
7 %
93 %
100 %
6 %
94 %
100 %
KYC
$
2
$
365
$ 367
$
1
$
311
$ 312
$
1
$
259
$ 260
1 %
99 %
100 %
— %
100 %
100 %
— %
100 %
100 %
Total Decision
Solutions
$
142
$ 1,374
$ 1,516
$
169
$ 1,214
$ 1,383
$
153
$ 1,092
$ 1,245
9 %
91 %
100 %
12 %
88 %
100 %
12 %
88 %
100 %
Research and
Insights
$
15
$
911
$ 926
$
16
$
868
$ 884
$
17
$
795
$ 812
2 %
98 %
100 %
2 %
98 %
100 %
2 %
98 %
100 %
Data and Information
$
4
$
849
$ 853
$
3
$
786
$ 789
$
—
$
712
$ 712
— %
100 %
100 %
— %
100 %
100 %
— %
100 %
100 %
Total MA (1)
$
161
$ 3,134
$ 3,295
$
188
$ 2,868
$ 3,056
$
170
$ 2,599
$ 2,769
5 %
95 %
100 %
6 %
94 %
100 %
6 %
94 %
100 %
Corporate Finance
$ 1,415
$
535
$ 1,950
$
887
$
517
$ 1,404
$
772
$
497
$ 1,269
73 %
27 %
100 %
63 %
37 %
100 %
61 %
39 %
100 %
Structured Finance
$
292
$
226
$ 518
$
190
$
215
$ 405
$
262
$
200
$ 462
56 %
44 %
100 %
47 %
53 %
100 %
57 %
43 %
100 %
Financial Institutions
$
418
$
309
$ 727
$
254
$
291
$ 545
$
211
$
280
$ 491
57 %
43 %
100 %
47 %
53 %
100 %
43 %
57 %
100 %
Public, Project and
Infrastructure Finance $
384
$
180
$ 564
$
301
$
175
$ 476
$
263
$
168
$ 431
68 %
32 %
100 %
63 %
37 %
100 %
61 %
39 %
100 %
MIS Other
$
8
$
26
$
34
$
6
$
24
$
30
$
4
$
42
$
46
24 %
76 %
100 %
20 %
80 %
100 %
9 %
91 %
100 %
Total MIS
$ 2,517
$ 1,276
$ 3,793
$ 1,638
$ 1,222
$ 2,860
$ 1,512
$ 1,187
$ 2,699
66 %
34 %
100 %
57 %
43 %
100 %
56 %
44 %
100 %
Total Moody’s
Corporation
$ 2,678
$ 4,410
$ 7,088
$ 1,826
$ 4,090
$ 5,916
$ 1,682
$ 3,786
$ 5,468
38 %
62 %
100 %
31 %
69 %
100 %
31 %
69 %
100 %
(1)
Revenue from software implementation services and risk management advisory projects, while classified by management as transactional
revenue, is recognized over time under GAAP.
MOODY'S 2024 10-K 83
The following table presents the timing of revenue recognition:
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
MA
MIS
Total
MA
MIS
Total
MA
MIS
Total
Revenue
recognized at a
point in time
$
101 $
2,517
$
2,618
$
102 $
1,638
$
1,740 $
97 $
1,512 $
1,609
Revenue
recognized over
time
3,194
1,276
4,470
2,954
1,222
4,176
2,672
1,187
3,859
Total
$
3,295 $
3,793
$
7,088
$
3,056 $
2,860
$
5,916 $
2,769 $
2,699 $
5,468
Unbilled Receivables, Deferred Revenue and Remaining Performance Obligations
Unbilled receivables
For certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes
revenue occurs prior to invoicing the customer. In addition, certain MIS arrangements contain contractual terms whereby the
customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such
services are provided.
The following table presents the Company's unbilled receivables, which are included within accounts receivable, net, at
December 31, 2024 and December 31, 2023:
As of December 31, 2024
As of December 31, 2023
MA
MIS
MA
MIS
Unbilled Receivables
$
122
$
426
$
119
$
415
Deferred revenue
The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance
of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related
performance obligation and revenue is recognized.
Significant changes in the deferred revenue balances during the year ended December 31, 2024 are as follows:
Year Ended December 31, 2024
MA
MIS
Total
Balance at December 31, 2023
$
1,111 $
270
$
1,381
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue
balance at the beginning of the period
(1,044)
(209)
(1,253)
Increases due to amounts billable excluding amounts recognized as
revenue during the period
1,200
211
1,411
Increases due to acquisitions during the period
9
—
9
Effect of exchange rate changes
(33)
(4)
(37)
Total changes in deferred revenue
132
(2)
130
Balance at December 31, 2024
$
1,243 $
268
$
1,511
Deferred revenue - current
$
1,243 $
211
$
1,454
Deferred revenue - non-current
$
— $
57
$
57
84 MOODY'S 2024 10-K
Significant changes in the deferred revenue balances during the year ended December 31, 2023 are as follows:
Year Ended December 31, 2023
MA
MIS
Total
Balance at December 31, 2022
$
1,055 $
278
$
1,333
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue
balance at the beginning of the period
(980)
(211)
(1,191)
Increases due to amounts billable excluding amounts recognized as
revenue during the period
1,015
200
1,215
Effect of exchange rate changes
21
3
24
Total changes in deferred revenue
56
(8)
48
Balance at December 31, 2023
$
1,111 $
270
$
1,381
Deferred revenue - current
$
1,109 $
207
$
1,316
Deferred revenue - non-current
$
2 $
63
$
65
Significant changes in the deferred revenue balances during the year ended December 31, 2022 are as follows:
Year Ended December 31, 2022
MA
MIS
Total
Balance at December 31, 2021
$
1,039 $
296
$
1,335
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue
balance at the beginning of the period
(996)
(210)
(1,206)
Increases due to amounts billable excluding amounts recognized as
revenue during the period
1,018
202
1,220
Increases due to acquisitions during the period
1
—
1
Effect of exchange rate changes
(7)
(10)
(17)
Total changes in deferred revenue
16
(18)
(2)
Balance at December 31, 2022
$
1,055 $
278
$
1,333
Deferred revenue—current
$
1,053 $
205
$
1,258
Deferred revenue—non-current
$
2 $
73
$
75
For the MA segment, for the year ended December 31, 2024, the increase in deferred revenue was primarily due to organic growth.
The change in deferred revenue for both segments was not significant for the years ended December 31, 2023 and 2022.
Remaining performance obligations
Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the consolidated
balance sheet as of December 31, 2024 as well as amounts not yet invoiced to customers as of December 31, 2024, largely
reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of
December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was
approximately $4.4 billion. The Company expects to recognize into revenue approximately 55% of this balance within one year,
approximately 25% of this balance between one to two years and the remaining amount thereafter.
Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain
structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in
advance. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations
was approximately $102 million. The Company expects to recognize into revenue approximately 25% of this balance within one
year, approximately 50% of this balance between one to five years and the remaining amount thereafter. With respect to the
remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606
permitting the omission of unsatisfied performance obligations relating to contracts with an original expected length of one year or
less.
MOODY'S 2024 10-K 85
Costs to Obtain or Fulfill a Contract with a Customer
MA Costs to Obtain a Contract with a Customer
As of December 31,
2024
2023
Capitalized costs to obtain sales contracts
$
294 $
268
Year ended December 31,
2024
2023
2022
Amortization of capitalized costs to obtain sales contracts $
110 $
102 $
80
Amortization of costs incurred to obtain customer contracts is included within SG&A expenses in the consolidated statements of
operations. Costs incurred to obtain customer contracts are only in the MA segment.
MA and MIS Costs to Fulfill a Contract with a Customer
MA
MIS
Total
MA
MIS
Total
Capitalized costs to fulfill sales contracts
$
39 $
12 $
51 $
35 $
9 $
44
As of December 31, 2024
As of December 31, 2023
MA
MIS
Total
MA
MIS
Total
MA
MIS
Total
Amortization of
capitalized costs to
fulfill sales
contracts
$
77 $
43 $
120 $
70 $
44 $
114 $
69 $
54 $
123
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Amortization of costs to fulfill customer contracts is included within operating expenses in the consolidated statements of
operations.
NOTE 4
RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
Below is a reconciliation of basic to diluted shares outstanding:
Year Ended December 31,
2024
2023
2022
Basic
181.8
183.2
183.9
Dilutive effect of shares issuable under stock-based compensation plans
0.9
0.8
0.8
Diluted
182.7
184.0
184.7
Antidilutive options to purchase common shares and restricted stock as well
as contingently issuable restricted stock which are excluded from the table
above
0.4
0.5
0.5
The calculation of basic shares outstanding is based on the weighted average number of shares of common stock outstanding
during the reporting period. The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds
and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of
December 31, 2024, 2023 and 2022.
86 MOODY'S 2024 10-K
NOTE 5
CASH EQUIVALENTS AND INVESTMENTS
The tables below provide additional information on the Company’s cash equivalents and investments:
As of December 31, 2024
Cost
Gross
Unrealized
Gains
Fair Value
Consolidated Balance Sheet location
Cash and cash
equivalents
Short-term
investments
Other
assets
Certificates of deposit and money
market deposit accounts/funds (1)
$
1,911
$
—
$
1,911
$
1,345
$
566
$
—
Mutual funds
$
88
$
10
$
98
$
—
$
—
$
98
As of December 31, 2023
Cost
Gross
Unrealized
Gains
Fair Value
Consolidated Balance Sheet location
Cash and cash
equivalents
Short-term
investments
Other
assets
Certificates of deposit and money
market deposit accounts/funds (1)
$
1,178
$
—
$
1,178
$
1,112
$
63
$
3
Mutual funds
$
91
$
6
$
97
$
—
$
—
$
97
(1)
Consists of time deposits, money market deposit accounts and money market funds. The remaining contractual maturities for the certificates of
deposits classified as short-term investments are 1 month to 12 months at both December 31, 2024 and December 31, 2023. The remaining
contractual maturities for the certificates of deposit classified in other assets are 14 months at December 31, 2023. Time deposits with a
maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.
In addition, the Company is invested in COLI. As of December 31, 2024 and December 31, 2023, the contract value of the COLI
was $48 million and $47 million, respectively.
NOTE 6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates.
Accordingly, the Company uses derivatives in certain instances to manage financial exposures that occur in the normal course of
business. The Company does not hold or issue derivatives for speculative purposes.
Derivatives and non-derivative instruments designated as accounting hedges:
Fair Value Hedges
Interest Rate Swaps
The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating
interest rate based on the SOFR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of
the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted
quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the
underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest
expense, net in the Company’s consolidated statements of operations.
The following table summarizes the Company’s interest rate swaps designated as fair value hedges:
Notional Amount
Hedged Item
Nature of Swap
As of
December 31, 2024
As of
December 31, 2023
Floating
Interest Rate
2014 Senior Notes due 2044
Pay Floating/Receive Fixed
$
300 $
300
SOFR
2017 Senior Notes due 2028
Pay Floating/Receive Fixed
500
500
SOFR
2018 Senior Notes due 2029
Pay Floating/Receive Fixed
400
400
SOFR
2018 Senior Notes due 2048
Pay Floating/Receive Fixed
300
300
SOFR
2020 Senior Notes due 2025
Pay Floating/Receive Fixed
300
300
SOFR
2022 Senior Notes due 2052
Pay Floating/Receive Fixed
500
500
SOFR
2022 Senior Notes due 2032
Pay Floating/Receive Fixed
250
250
SOFR
Total
$
2,550 $
2,550
Refer to Note 16 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the
above hedged items.
MOODY'S 2024 10-K 87
The following table summarizes the impact to the statements of operations of the Company’s interest rate swaps designated as fair
value hedges:
Total amounts of financial statement line item presented in the statements of
operations in which the effects of fair value hedges are recorded
Amount of income (expense)
recognized in the Consolidated
Statements of Operations
Year Ended December 31,
2024
2023
2022
Interest expense, net
$
(237) $
(251) $
(231)
Description
Location on consolidated
Statements of Operations
Net interest settlements and accruals on
interest rate swaps
Interest expense, net
$
(96) $
(89) $
(8)
Fair value changes on interest rate swaps
Interest expense, net
$
14
$
56
$
(228)
Fair value changes on hedged debt
Interest expense, net
$
(14) $
(56) $
228
Net Investment Hedges
Debt designated as net investment hedges
The Company has designated €500 million of the 2015 Senior Notes Due 2027 and €750 million of the 2019 Senior Notes due
2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain
foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the
applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless
terminated early at the discretion of the Company.
Cross currency swaps designated as net investment hedges
The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s euro net investment
in certain foreign subsidiaries against changes in euro/USD exchange rates. The following tables provide information on the cross-
currency swaps designated as net investment hedges under ASC Topic 815:
December 31, 2024
Pay
Receive
Nature of Swap
Notional
Amount
Weighted Average Interest
Rate
Notional
Amount
Weighted Average Interest
Rate
Pay Fixed/Receive Fixed
€
965
2.91%
$
1,014
4.41%
Pay Floating/Receive Floating
2,138
Based on ESTR
2,250
Based on SOFR
Total
€
3,103
$
3,264
December 31, 2023
Pay
Receive
Nature of Swap
Notional
Amount
Weighted Average Interest
Rate
Notional
Amount
Weighted Average Interest
Rate
Pay Fixed/Receive Fixed
€
765
3.67%
$
800
5.25%
Pay Floating/Receive Floating
2,138
Based on ESTR
2,250
Based on SOFR
Total
€
2,903
$
3,050
As of December 31, 2024, these hedges will expire and the notional amounts will be settled as follows unless terminated early at
the discretion of the Company:
Year Ending December 31,
Notional Amount (Pay)
Notional Amount (Receive)
2026
€
450 $
500
2027
531
550
2028
588
600
2029
573
614
2031
481
500
2032
480
500
Total
€
3,103 $
3,264
88 MOODY'S 2024 10-K
The following table provides information on the gains (losses) on the Company’s net investment and cash flow hedges:
Amount of Gain (Loss)
Recognized in AOCL on
Derivative, net of Tax
Amount of Gain (Loss)
Reclassified from AOCL
into Income, net of tax
Gain (Loss) Recognized in
Income on Derivative
(Amount Excluded from
Effectiveness Testing)
Derivative and Non-Derivative
Instruments in Net
Investment Hedging
Relationships
Year Ended December 31,
Year Ended December 31,
Year Ended December 31,
2024
2023
2022
2024
2023
2022
2024
2023
2022
Cross currency swaps
$
157 $
(97) $
99
$
— $
— $
—
$
47 $
54 $
56
Long-term debt
65
(35)
65
—
—
—
—
—
—
Total net investment hedges
$
222 $ (132) $
164
$
— $
— $
—
$
47 $
54 $
56
Derivatives in Cash Flow
Hedging Relationships
Cross currency swaps
$
— $
— $
—
$
— $
1 $
—
$
— $
— $
—
Interest rate contracts
—
—
—
(2)
(2)
(2)
—
—
—
Total cash flow hedges
$
— $
— $
—
$
(2) $
(1) $
(2)
$
— $
— $
—
Total
$
222 $ (132) $
164
$
(2) $
(1) $
(2)
$
47 $
54 $
56
The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCL is as follows:
Cumulative Gains (Losses), net of tax
December 31, 2024
December 31, 2023
Net investment hedges
Cross currency swaps
$
178
$
21
FX forwards
29
29
Long-term debt
68
3
Total net investment hedges
275
53
Cash flow hedges
Interest rate contracts
(43)
(45)
Cross currency swaps
1
1
Total cash flow hedges
(42)
(44)
Total net gain in AOCL
$
233
$
9
Derivatives not designated as accounting hedges:
Foreign exchange forwards
The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and
liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as
accounting hedges under the applicable sections of ASC Topic 815. Accordingly, changes in the fair value of these contracts are
recognized immediately in other non-operating income, net in the Company’s consolidated statements of operations along with the
FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency.
These contracts have expiration dates at various times through July 2025.
MOODY'S 2024 10-K 89
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:
December 31, 2024
December 31, 2023
Notional amount of currency pair(1):
Sell
Buy
Sell
Buy
Contracts to sell USD for GBP
$
604
£
470
$
513
£
407
Contracts to sell USD for JPY
$
29
¥
4,000
$
14
¥
2,000
Contracts to sell USD for CAD
$
35
C$
50
$
147
C$
200
Contracts to sell USD for SGD
$
45
S$
59
$
50
S$
67
Contracts to sell USD for EUR
$
—
€
—
$
60
€
55
Contracts to sell USD for INR
$
23
₹
1,900
$
23
₹
1,900
Contracts to sell EUR for USD
€
12
$
12
€
—
$
—
Contracts to sell USD for AUD
$
—
A$
—
$
5
A$
8
Contracts to sell CAD for USD
$
—
$
—
$
25
$
19
(1) € = euro, £ = British pound, S$ = Singapore dollar, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, ₹= Indian rupee, A$ = Australian dollar
Total Return Swaps
The Company has entered into total return swaps to mitigate market-driven changes in the value of certain liabilities associated
with the Company's deferred compensation plans. The fair value of these swaps at December 31, 2024 and related gains in the
year ended December 31, 2024 were not material. The notional amount of the total return swaps at December 31, 2024 and
December 31, 2023 was $66 million and $58 million, respectively.
The following table summarizes the impact to the consolidated statements of operations relating to the gains (losses) on the
Company’s derivatives which are not designated as hedging instruments:
Year Ended December 31,
Derivatives not designated
as accounting hedges
Location on Consolidated Statements of
Operations
2024
2023
2022
FX forwards
Other non-operating income, net
$
(24) $
15
$
(72)
Total return swaps
Operating expense
$
5
$
2
$
—
Total return swaps
SG&A expense
$
1
$
1
$
—
90 MOODY'S 2024 10-K
The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair
value of the derivative instruments as well as the carrying value of its non-derivative debt instruments designated and qualifying as
net investment hedges:
Derivative and Non-derivative Instruments
Consolidated
Balance Sheet
Location
December 31,
2024
December 31,
2023
Assets:
Derivatives designated as accounting hedges:
Cross currency swaps designated as net investment hedges
Other assets
$
58
$
3
Total derivatives designated as accounting hedges
58
3
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities
Other current assets
—
13
Total assets
$
58
$
16
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps designated as fair value hedges
Accounts payable and
accrued liabilities
$
3
$
—
Cross currency swaps designated as net investment hedges
Other liabilities
26
183
Interest rate swaps designated as fair value hedges
Other liabilities
166
183
Total derivatives designated as accounting hedges
195
366
Non-derivatives designated as accounting hedges:
Long-term debt designated as net investment hedge
Long-term debt
1,294
1,381
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities
Accounts payable and
accrued liabilities
21
—
Total liabilities
$
1,510
$
1,747
NOTE 7
PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
December 31,
2024
2023
Office and computer equipment (3 - 10 year estimated useful life)
$
400
$
354
Office furniture and fixtures (3 - 10 year estimated useful life)
57
57
Internal-use computer software (1 - 10 year estimated useful life)
1,417
1,232
Leasehold improvements and building (1 - 20 year estimated useful life)
235
232
Total property and equipment, at cost
2,109
1,875
Less: accumulated depreciation and amortization
(1,453)
(1,272)
Total property and equipment, net
$
656
$
603
The increase in internal-use computer software in the table above primarily relates to capitalized software development costs
pursuant to MA's strategic shift to SaaS-based solutions. Depreciation and amortization expense related to the above assets for
the years ended December 31, 2024, 2023, and 2022 was $233 million, $175 million, and $131 million, respectively, of which
$180 million, $121 million, and $79 million, respectively, related to amortization of internal-use computer software. The amounts for
the year ended December 31, 2024 exclude incremental amortization expense of $26 million associated with internal-use computer
software which is presented within charges related to asset abandonment on the consolidated statement of operations, as more
fully discussed in Note 22 to the consolidated financial statements.
On a weighted-average basis, Moody's internal-use computer software has an estimated useful life of approximately 4.4 years.
MOODY'S 2024 10-K 91
NOTE 8
GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
The following tables summarize the activity in goodwill:
Year Ended December 31, 2024
MA
MIS
Consolidated
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Balance at
beginning of year
$ 5,681 $
(12) $ 5,669 $
287
$
—
$
287
$ 5,968
$
(12) $ 5,956
Additions/
adjustments (1)
112
—
112
97
—
97
209
—
209
Foreign currency
translation
adjustments
(167)
—
(167)
(4)
—
(4)
(171)
—
(171)
Ending Balance
$ 5,626 $
(12) $ 5,614 $
380
$
—
$
380
$ 6,006
$
(12) $ 5,994
Year Ended December 31, 2023
MA
MIS
Consolidated
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Gross
goodwill
Accumulated
impairment
charge
Net
goodwill
Balance at
beginning of year
$ 5,474 $
(12) $ 5,462 $
377
$
—
$
377
$ 5,851
$
(12) $ 5,839
Additions/
adjustments (2)
90
—
90
(87)
—
(87)
3
—
3
Foreign currency
translation
adjustments
117
—
117
(3)
—
(3)
114
—
114
Ending balance
$ 5,681 $
(12) $ 5,669 $
287
$
—
$
287
$ 5,968
$
(12) $ 5,956
(1)
The 2024 additions/adjustments primarily relate to certain immaterial acquisitions in 2024 (most notably GCR, Numerated and Praedicat).
(2)
The 2023 additions/adjustments primarily relate to a reallocation of goodwill pursuant to a realignment of certain components of the
Company's ESG business in the first quarter of 2023
92 MOODY'S 2024 10-K
Acquired intangible assets and related accumulated amortization consisted of:
December 31,
2024
2023
Customer relationships
$
2,035
$
2,065
Accumulated amortization
(631)
(556)
Net customer relationships
1,404
1,509
Software/product technology
695
674
Accumulated amortization
(419)
(364)
Net software/product technology
276
310
Database
166
179
Accumulated amortization
(89)
(82)
Net database
77
97
Trade names
199
199
Accumulated amortization
(83)
(72)
Net trade names
116
127
Other (1)
67
52
Accumulated amortization
(50)
(46)
Net other
17
6
Total
$
1,890
$
2,049
(1)
Other intangible assets primarily consist of trade secrets, covenants not to compete, and acquired ratings methodologies and models.
Amortization expense relating to acquired intangible assets is as follows:
Year Ended December 31,
2024
2023
2022
Amortization expense (1)
$
198
$
198
$
200
(1)
Amount for the year ended December 31, 2024 excludes incremental amortization expense of $5 million associated with
amortizable intangible assets which is presented within charges related to asset abandonment on the consolidated statement
of operations, as more fully discussed in Note 22 to the consolidated financial statements.
Estimated future annual amortization expense for intangible assets subject to amortization is as follows:
Year Ending December 31,
2025
$
202
2026
196
2027
178
2028
166
2029
133
Thereafter
1,015
Total estimated future amortization
$
1,890
NOTE 9
RESTRUCTURING
On December 19, 2024, the CEO of Moody’s approved the Strategic and Operational Efficiency Restructuring Program. The
Company estimates that upon completion, the program will result in annualized savings of $250 million to $300 million. This
program relates to the Company's strategy to realign its operations toward high priority growth areas and to consolidate certain
functions to simplify the organization to enable improved operating efficiency and leverage. This program will primarily include a
reduction in staff, the rationalization and exit of certain leased office spaces and the retirement of certain legacy software
applications. The program includes $170 million to $200 million of expected pre-tax personnel-related restructuring charges, an
amount that includes severance costs, expense related to the modification of equity awards and other related costs primarily
determined under the Company’s existing severance plans. In addition, the program is expected to result in $10 million to
$20 million of non-cash charges from the exit from certain leased office spaces and $20 million to $30 million of non-cash charges
related to incremental amortization of internally developed software due to a reduction in the useful life of the software assets. The
savings generated from the Strategic and Operational Efficiency Restructuring Program are expected to strengthen the Company's
operating margin, with a portion being deployed to support strategic investments. The Strategic and Operational Efficiency
Restructuring Program is expected to be substantially complete by the end of 2026. Cash outlays associated with this program are
expected to be $170 million to $200 million, which are expected to be paid through 2027.
MOODY'S 2024 10-K 93
On June 30, 2022, the CEO of Moody’s approved the 2022 - 2023 Geolocation Restructuring Program. This program related to the
Company's post-COVID-19 geolocation strategy and other strategic initiatives and included the rationalization and exit of certain
leased office spaces and a reduction in staff, including the relocation of certain job functions. Cumulative charges related to this
program are shown in the table below. The savings generated from the 2022 - 2023 Geolocation Restructuring Program will
strengthen the Company's operating margin, with a portion being deployed to support strategic investments, including the
Company's workplace of the future program and employee retention initiatives. The 2022 - 2023 Geolocation Restructuring
Program was substantially complete at the end of 2023.
Total expenses included in the accompanying consolidated statements of operations related to the aforementioned restructuring
programs are outlined below:
Year ended December 31,
Cumulative
expense
incurred
2024
2023
2022
2022 - 2023 Geolocation Restructuring Program
Employee Termination Costs
$
14 $
51 $
85 $
150
Real Estate Related Costs (1)
—
36
27
63
Other Costs (2)
—
—
1
1
Total 2022-2023 Geolocation Restructuring Program Costs
$
14 $
87 $
113 $
214
Strategic and Operational Efficiency Restructuring Program
Employee Termination Costs (3)
$
41 $
— $
— $
41
Other Costs (2)
4
—
—
4
Total Strategic and Operational Efficiency Restructuring
Program Costs
$
45 $
— $
— $
45
Total Restructuring
$
59 $
87 $
113
(1)
For the year ended December 31, 2023, primarily includes ROU Asset impairment charges. For the year ended December 31, 2022, primarily
includes ROU Asset and leasehold improvement impairment charges and the non-cash acceleration of amortization of abandoned ROU
Assets and leasehold improvements. The fair value of the impaired assets in both periods was determined by utilizing the present value of the
estimated future cash flows attributable to the assets. The fair value of those assets subsequent to the impairment for the year ended
December 31, 2023 was $4 million and was categorized as Level 3 within the ASC Topic 820 fair value hierarchy. The fair value of those
assets subsequent to the impairment for the year ended December 31, 2022 was $0.
(2)
Primarily includes professional service fees related to execution of the restructuring program.
(3)
Primarily includes severance costs and expense related to the modification of equity awards.
Changes to the restructuring liability for the aforementioned restructuring programs were as follows:
2024
2023
2022
Balance as of January 1
$
36
$
64 $
—
2022 - 2023 Geolocation Restructuring Program:
Cost incurred and adjustments
14
51
86
Cash payments
(42)
(79)
(22)
Strategic and Operational Efficiency Restructuring Program:
Cost incurred and adjustments
44
—
—
Cash payments
(5)
—
—
Balance as of December 31 (1)
$
47
$
36 $
64
(1)
Restructuring liability is primarily comprised of employee termination costs and other severance-related charges.
As of December 31, 2024, substantially all of the remaining $47 million restructuring liability is expected to be paid out in 2025.
94 MOODY'S 2024 10-K
NOTE 10
FAIR VALUE
The tables below present information about items that are carried at fair value at December 31, 2024 and 2023:
Fair value Measurement as of December 31, 2024
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
58
$
—
$
58
Money market funds/mutual funds
108
108
—
Total
$
166
$
108
$
58
Liabilities:
Derivatives (1)
$
216
$
—
$
216
Total
$
216
$
—
$
216
Fair Value Measurement as of December 31, 2023
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
16
$
—
$
16
Money market funds/mutual funds
107
107
—
Total
$
123
$
107
$
16
Liabilities:
Derivatives (1)
$
366
$
—
$
366
Total
$
366
$
—
$
366
(1)
Represents fair value of certain derivative contracts as more fully described in Note 6 to the consolidated financial statements.
The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts,
money market mutual funds and mutual funds:
Derivatives:
In determining the fair value of the derivative contracts in the tables above, the Company utilizes industry standard valuation
models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot
rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the
counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters
into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to
be minimal.
Money market funds and mutual funds:
The money market funds and mutual funds in the tables above are deemed to be equity securities with readily determinable fair
values with changes in fair value recognized through net income under ASC Topic 321. The fair value of these instruments is
determined using Level 1 inputs as defined in the ASC Topic 820.
MOODY'S 2024 10-K 95
NOTE 11
OTHER BALANCE SHEET INFORMATION
The following tables contain additional detail related to certain balance sheet captions:
December 31,
2024
2023
Other current assets:
Prepaid taxes
$
81
$
115
Prepaid expenses
179
133
Capitalized costs to obtain and fulfill sales contracts
131
116
Foreign exchange forwards on certain assets and liabilities
—
13
Interest receivable on interest rate and cross currency swaps
77
79
Other
47
33
Total other current assets
$
515
$
489
December 31,
2024
2023
Other assets:
Investments in non-consolidated affiliates
$
465
$
521
Deposits for real-estate leases
15
16
Indemnification assets related to acquisitions
109
111
Mutual funds, certificates of deposit and money market deposit accounts/funds
98
100
Company owned life insurance (at contract value)
48
47
Capitalized costs to obtain sales contracts
214
196
Derivative instruments designated as accounting hedges
58
3
Pension and other retirement employee benefits
60
41
Other
99
103
Total other assets
$
1,166
$
1,138
December 31,
2024
2023
Accounts payable and accrued liabilities:
Salaries and benefits
$
133
$
130
Incentive compensation
452
345
Customer credits, advanced payments and advanced billings
142
105
Dividends
32
7
Professional service fees
38
46
Interest accrued on debt
92
83
Accounts payable
53
23
Income taxes
144
108
Pension and other retirement employee benefits
11
15
Accrued royalties
25
24
FX forwards on certain assets and liabilities
21
—
Restructuring liability
46
35
Derivative instruments designated as accounting hedges
3
—
Interest payable on interest rate and cross currency swaps
60
67
Other
92
88
Total accounts payable and accrued liabilities
$
1,344
$
1,076
96 MOODY'S 2024 10-K
December 31,
2024
2023
Other liabilities:
Pension and other retirement employee benefits
$
195
$
190
Interest accrued on UTPs
47
36
MAKS indemnification provisions
19
19
Income tax liability – non-current portion
12
15
Derivative instruments designated as accounting hedges
192
366
Other
52
50
Total other liabilities
$
517
$
676
Investments in non-consolidated affiliates:
The following table provides additional detail regarding Moody's investments in non-consolidated affiliates, as included in other
assets in the consolidated balance sheets:
December 31,
2024
2023
Equity method investments (1)
$
127
$
186
Investments measured using the measurement alternative (2)
328
327
Other
10
8
Total investments in non-consolidated affiliates
$
465
$
521
(1)
Equity securities in which the Company has significant influence over the investee but does not have a controlling financial interest in
accordance with ASC Topic 323.
(2)
Equity securities without readily determinable fair value for which the Company has elected to apply the measurement alternative in
accordance with ASC Topic 321, which is more fully discussed in Note 2.
Moody's holds various investments accounted for under the equity method, the most significant of which is the Company's minority
investment in CCXI. Moody's also holds various investments measured using the measurement alternative, the most significant of
which is the Company's minority interest in BitSight.
Refer to Note 22 for disclosure on earnings from non-consolidated affiliates, which are included within other non-operating income,
net.
NOTE 12
COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME
The amounts reclassified out of AOCL, as shown in the consolidated statements of comprehensive income, were not material for all
periods presented.
The following tables show changes in AOCL by component (net of tax):
Year Ended December 31, 2024
Pension and
Other
Retirement
Benefits
Gains
(Losses) on
Cash Flow
Hedges
Foreign
Currency
Translation
Adjustments
Net
Investment
Hedges
Total
Balance at December 31, 2023
$
(56) $
(44) $
(520) $
53
$
(567)
Other comprehensive income (loss) before
reclassifications
19
—
(312)
222
(71)
Amounts reclassified from AOCL
(2)
2
—
—
—
Other comprehensive income (loss)
17
2
(312)
222
(71)
Balance at December 31, 2024
$
(39) $
(42) $
(832) $
275
$
(638)
MOODY'S 2024 10-K 97
Year Ended December 31, 2023
Pension and
Other
Retirement
Benefits
Gains
(Losses) on
Cash Flow
Hedges
Foreign
Currency
Translation
Adjustments
Net
Investment
Hedges
Total
Balance at December 31, 2022
$
(47) $
(45) $
(736) $
185 $
(643)
Other comprehensive income (loss) before
reclassifications
(6)
—
216
(132)
78
Amounts reclassified from AOCL
(3)
1
—
—
(2)
Other comprehensive income (loss)
(9)
1
216
(132)
76
Balance at December 31, 2023
$
(56) $
(44) $
(520) $
53 $
(567)
Year Ended December 31, 2022
Pension and
Other
Retirement
Benefits
Gains
(Losses) on
Cash Flow
Hedges
Foreign
Currency
Translation
Adjustments
Net
Investment
Hedges
Total
Balance at December 31, 2021
$
(49) $
(47) $
(335) $
21 $
(410)
Other comprehensive income (loss) before
reclassifications
—
—
(421)
164
(257)
Amounts reclassified from AOCL
2
2
20
—
24
Other comprehensive income (loss)
2
2
(401)
164
(233)
Balance at December 31, 2022
$
(47) $
(45) $
(736) $
185 $
(643)
NOTE 13
PENSION AND OTHER RETIREMENT BENEFITS
U.S. Plans
Moody’s maintains funded and unfunded noncontributory DBPPs. The DBPPs provide defined benefits using a cash balance
formula based on years of service and career average salary or final average pay for selected executives. The Company also
provides certain healthcare and life insurance benefits for retired U.S. employees. The retirement healthcare plans are contributory;
the life insurance plans are noncontributory. Moody’s funded and unfunded U.S. pension plans, the U.S. retirement healthcare
plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Retirement Plans.” The U.S. retirement
healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Other Retirement Plans.”
Through 2007, substantially all U.S. employees were eligible to participate in the Company’s DBPPs. Effective January 1, 2008, the
Company no longer offers DBPPs to U.S. employees hired or rehired on or after January 1, 2008, and new hires in the U.S. instead
will receive a retirement contribution in similar benefit value under the Company’s Profit Participation Plan. Current participants of
the Company’s Retirement Plans and Other Retirement Plans continue to accrue benefits based on existing plan benefit formulas.
98 MOODY'S 2024 10-K
The following is a summary of changes in benefit obligations and fair value of plan assets for the Retirement Plans for the years
ended December 31:
Pension Plans
Other Retirement Plans
2024
2023
2024
2023
Change in benefit obligation:
Benefit obligation, beginning of the period
$
(484) $
(462) $
(42) $
(39)
Service cost
(10)
(11)
(3)
(3)
Interest cost
(22)
(22)
(2)
(2)
Plan participants’ contributions
—
—
(2)
(1)
Benefits paid
24
30
3
2
Actuarial (loss) gain
—
(4)
—
2
Assumption changes
28
(15)
4
(1)
Benefit obligation, end of the period
$
(464) $
(484) $
(42) $
(42)
Change in plan assets:
Fair value of plan assets, beginning of the period
$
449
$
420
$
—
$
—
Actual return on plan assets
24
48
—
—
Benefits paid
(24)
(30)
(3)
(2)
Employer contributions
11
11
1
1
Plan participants’ contributions
—
—
2
1
Fair value of plan assets, end of the period
$
460
$
449
$
—
$
—
Funded status of the plans
$
(4) $
(35) $
(42) $
(42)
Amounts recorded on the consolidated balance sheets:
Pension and retirement benefits asset – non current
$
60
$
40
$
—
$
—
Pension and retirement benefits liability – current
(8)
(13)
(2)
(2)
Pension and retirement benefits liability – non current
(56)
(62)
(40)
(40)
Net amount recognized
$
(4) $
(35) $
(42) $
(42)
Accumulated benefit obligation, end of the period
$
(436) $
(453)
The net decrease in the pension benefit obligation from assumption changes in 2024 primarily resulted from increases to the
discount rates used to measure the obligation. The net increase in the pension benefit obligation from assumption changes and
actuarial losses in 2023 primarily resulted from decreases to the discount rates and an increase to the annuity conversion rate used
to measure the obligation.
The following information is for those pension plans with an accumulated benefit obligation in excess of plan assets:
December 31,
2024
2023
Aggregate projected benefit obligation
$
65
$
75
Aggregate accumulated benefit obligation
$
57
$
67
The following table summarizes the pre-tax net actuarial losses and prior service costs recognized in AOCL for the Company’s
Retirement Plans as of December 31:
Pension Plans
Other Retirement Plans
2024
2023
2024
2023
Net actuarial gains (losses)
$
(61) $
(82) $
13
$
10
Net prior service credits
1
1
—
—
Total recognized in AOCL – pre-tax
$
(60) $
(81) $
13
$
10
MOODY'S 2024 10-K 99
Net periodic pension expenses (income) recognized for the Retirement Plans are as follows for the years ended December 31:
Pension Plans
Other Retirement Plans
2024
2023
2022
2024
2023
2022
Components of net periodic
expense (income)
Service cost
$
10
$
11
$
14
$
3
$
3
$
4
Interest cost
22
22
15
2
2
1
Expected return on plan assets
(30)
(32)
(26)
—
—
—
Amortization of net actuarial
(gains) losses and prior service
credits from earlier periods
—
(1)
3
(1)
(1)
—
(Gain) loss on settlement of
pension obligations
(1)
(2)
—
—
—
—
Net periodic expense (income)
$
1
$
(2) $
6
$
4
$
4
$
5
The following table summarizes the pre-tax amounts recorded in OCI related to the Company’s Retirement Plans for the years
ended December 31:
Pension Plans
Other Retirement Plans
2024
2023
2022
2024
2023
2022
Amortization of net actuarial (gains)
losses and prior service credit
$
(1) $
(1) $
3
$
(1) $
(1) $
—
(Gain) loss on settlement of
pension obligations
(1)
(2)
—
—
—
—
Net actuarial gain (loss) arising
during the period
22
(3)
(19)
4
1
13
Total recognized in OCI – pre-tax
$
20
$
(6) $
(16) $
3
$
—
$
13
ADDITIONAL INFORMATION:
Assumptions—Retirement Plans
Weighted-average assumptions used to determine benefit obligations at December 31:
Pension Plans
Other Retirement Plans
2024
2023
2024
2023
Discount rate
5.43 %
4.73 %
5.40 %
4.75 %
Rate of compensation increase
3.60 %
3.60 %
—
—
Cash balance plan interest crediting rate
4.78 %
4.50 %
—
—
Weighted-average assumptions used to determine net periodic benefit expense for years ended December 31:
Pension Plans
Other Retirement Plans
2024
2023
2022
2024
2023
2022
Discount rate
4.73 %
4.93 %
2.60 %
4.75 %
4.90 %
2.65 %
Expected return on plan assets
6.10 %
6.55 %
5.05 %
—
—
—
Rate of compensation increase
3.60 %
3.63 %
3.63 %
—
—
—
Cash balance plan interest
crediting rate
4.50 %
4.50 %
4.50 %
—
—
—
The expected rate of return on plan assets represents the Company’s best estimate of the long-term return on plan assets and is
determined by using a building block approach, which generally weighs the underlying long-term expected rate of return for each
major asset class based on their respective allocation target within the plan portfolio, net of plan paid expenses. As the assumption
reflects a long-term time horizon, the plan performance in any one particular year does not, by itself, significantly influence the
Company’s evaluation. For 2024, the expected rate of return used in calculating the net periodic benefit costs was 6.10%. For
2025, the Company’s expected rate of return assumption is 6.60% to reflect the Company’s current view of long-term capital
market outlook.
100 MOODY'S 2024 10-K
Plan Assets
Moody’s investment objective for the assets in the funded pension plan is to earn total returns that will minimize future contribution
requirements over the long-term within a prudent level of risk. The Company works with its independent investment consultants to
determine asset allocation targets for its pension plan investment portfolio based on its assessment of business and financial
conditions, demographic and actuarial data, funding characteristics, and related risk factors. Other relevant factors, including
historical and forward looking views of inflation and capital market returns, are also considered. Risk management practices include
monitoring plan asset performance, diversification across asset classes and investment styles and periodic rebalancing toward
asset allocation targets. The Company’s Asset Management Committee is responsible for overseeing the investment activities of
the plan, which includes selecting acceptable asset classes, defining allowable ranges of holdings by asset class and by individual
investment managers, defining acceptable securities within each asset class, and establishing investment performance
expectations. Ongoing monitoring of the plan includes reviews of investment performance and managers on a regular basis, annual
liability measurements, and periodic asset/liability studies.
The Company’s investment policy uses risk-controlled investment strategies by increasing the plan’s asset allocation to fixed
income securities and specifying ranges of acceptable target allocation by asset class based on different levels of the plan’s
accounting funded status. In addition, the investment policy also requires the investment-grade fixed income assets to be
rebalanced between shorter and longer duration bonds as the interest rate environment changes. This investment policy is
designed to help protect the plan’s funded status and to limit volatility of the Company’s contributions. Based on the policy, the
Company’s current target asset allocation is approximately 35% (range of 23% to 46%) in equity securities, 61% (range of 44% to
77%) in fixed income securities and 5% (range of 2% to 8%) in other investments and the plan will use a combination of active and
passive investment strategies and different investment styles for its investment portfolios within each asset class. The plan’s equity
investments are diversified across U.S. and non-U.S. stocks of small, medium and large capitalization. The plan’s fixed income
investments are diversified principally across U.S. and non-U.S. government and corporate bonds, which are expected to help
reduce plan exposure to interest rate variation and to better align assets with obligations. The plan also invests in other fixed
income investments such as debts rated below investment grade, emerging market debt, and convertible securities. The plan’s
other investment, which is made through a private real estate debt fund, is expected to provide additional diversification benefits
and absolute return enhancement to the plan assets.
Fair value of the assets in the Company’s funded pension plan by asset category at December 31, 2024 and 2023 are as follows:
Fair Value Measurement as of December 31, 2024
Asset Category
Balance
Level 1
Level 2
Measured
using NAV
practical
expedient (1)
% of total
assets
Cash and cash equivalents
$
2
$
—
$
2
$
—
— %
Common/collective trust funds—equity
securities
U.S. large-cap
114
—
114
—
25 %
U.S. small and mid-cap
25
—
25
—
5 %
Total equity investments
139
—
139
—
30 %
Emerging markets bond fund
30
—
—
30
7 %
Common/collective trust funds and corporate
bonds—fixed income securities
Intermediate-term investment grade U.S.
government/ corporate bonds
57
—
57
—
12 %
Mutual funds
Long duration corporate bonds
146
—
146
—
32 %
U.S. Treasury Inflation-Protected Securities (TIPs)
26
26
—
—
6 %
Emerging markets equity mutual fund
21
—
21
—
5 %
Private investment fund—high yield securities
15
—
—
15
3 %
Total fixed-income investments
295
26
224
45
65 %
Other investment—private real estate fund
24
—
—
24
5 %
Total Assets
$
460
$
26
$
365
$
69
100 %
MOODY'S 2024 10-K 101
Fair Value Measurement as of December 31, 2023
Asset Category
Balance
Level 1
Level 2
Measured
using NAV
practical
expedient (1)
% of total
assets
Cash and cash equivalents
$
5
$
—
$
5
$
—
1 %
Common/collective trust funds—equity
securities
U.S. large-cap
106
—
106
—
24 %
U.S. small and mid-cap
21
—
21
—
5 %
Emerging markets
20
—
20
—
4 %
Total equity investments
147
—
147
—
33 %
Emerging markets bond fund
29
—
—
29
6 %
Common/collective trust funds and corporate
bonds—fixed income securities
Intermediate-term investment grade U.S.
government/ corporate bonds
60
—
60
—
13 %
Mutual funds
Long duration corporate bonds
144
—
144
—
32 %
U.S. Treasury Inflation-Protected Securities
(TIPs)
25
25
—
—
6 %
Private investment fund—high yield securities
14
—
—
14
3 %
Total fixed-income investments
272
25
204
43
60 %
Other investment—private real estate debt fund
25
—
—
25
6 %
Total Assets
$
449
$
25
$
356
$
68
100 %
(1)
Investments are measured using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair
value hierarchy. The fair value amounts presented in the table are intended to permit a reconciliation of the fair value hierarchy to the value of
the total plan assets.
Cash and cash equivalents are primarily comprised of investments in money market mutual funds. In determining fair value,
Level 1 investments are valued based on quoted market prices in active markets. Investments in common/collective trust and
private mutual funds are valued using the NAV per unit in each fund. The NAV is based on the value of the underlying investments
owned by each fund, minus its liabilities, and then divided by the number of shares outstanding. Common/collective trust funds and
the private mutual fund are categorized in Level 2 to the extent that they are considered to have a readily determinable fair value.
Investments for which fair value is estimated by using the NAV per share (or its equivalent) as a practical expedient are not
categorized in the fair value hierarchy.
Except for the Company’s U.S. funded pension plan, all of Moody’s Retirement Plans are unfunded and therefore have no plan
assets.
Cash Flows
The Company did not contribute to its U.S. funded pension plan during the years ended December 31, 2024 and 2023, and does
not anticipate making a contribution to the funded plan in 2025. For its unfunded plans, actual contributions in 2024 were not
material and expected payments in 2025 are not expected to be material.
Estimated Future Benefits Payable
Estimated future benefits payments for the Retirement Plans are as follows as of the year ended December 31, 2024:
Year Ending December 31,
Pension Plans
Other Retirement
Plans
2025
$
28
$
2
2026
28
2
2027
30
3
2028
31
3
2029
32
3
2030 - 2034
174
19
102 MOODY'S 2024 10-K
Defined Contribution Plans
Moody’s has a Profit Participation Plan covering substantially all U.S. employees. The Profit Participation Plan provides for an
employee salary deferral and the Company matches employee contributions, equal to 50% of employee contribution up to a
maximum of 3% of the employee’s pay. Effective January 1, 2008, all new hires are automatically enrolled in the Profit Participation
Plan when they meet eligibility requirements unless they decline participation. As the Company’s U.S. DBPPs are closed to new
entrants effective January 1, 2008, all eligible new hires will instead receive a retirement contribution into the Profit Participation
Plan in value similar to the pension benefits. Additionally, effective January 1, 2008, the Company implemented a deferred
compensation plan in the U.S., which is unfunded and provides for employee deferral of compensation and Company matching
contributions related to compensation in excess of the IRS limitations on benefits and contributions under qualified retirement
plans. Total expenses associated with U.S. defined contribution plans were $73 million, $71 million and $35 million in the years
ended December 31, 2024, 2023 and 2022, respectively.
Effective January 1, 2008, Moody’s has designated the Moody’s Stock Fund, an investment option under the Profit Participation
Plan, as an Employee Stock Ownership Plan and, as a result, participants in the Moody’s Stock Fund may receive dividends in
cash or may reinvest such dividends into the Moody’s Stock Fund. Dividend payments relating to the Moody’s Stock Fund were
immaterial in each of the years ended December 31, 2024, 2023, and 2022. The Company records the dividends as a reduction of
retained earnings in the Consolidated Statements of Shareholders’ Equity. The Moody’s Stock Fund held approximately 304,076
and 315,400 shares of Moody’s common stock at December 31, 2024 and 2023, respectively.
Non-U.S. Plans
Certain of the Company’s non-U.S. operations provide pension benefits to their employees. The non-U.S. defined benefit pension
plans are immaterial. For defined contribution plans, company contributions are primarily determined as a percentage of
employees’ eligible compensation. Expenses related to these defined contribution plans for the years ended December 31, 2024,
2023, and 2022 were $50 million, $42 million, and $37 million, respectively.
NOTE 14
STOCK-BASED COMPENSATION PLANS
Under the 1998 Plan, 33.0 million shares of the Company’s common stock have been reserved for issuance. The 2001 Plan, which
is shareholder approved, permits the granting of up to 54.6 million shares, of which not more than 10.7 million shares are available
for grants of awards other than stock options. The stock plans also provide for the granting of restricted stock. The stock plans
provide that options are exercisable not later than ten years from the grant date. The vesting period for awards under the stock
plans is generally determined by the Board at the date of the grant and has been four years except for employees who are at or
near retirement eligibility, as defined, for which vesting is between one and four years. Additionally, the vesting period is between
two and four years for certain performance-based restricted stock that contain a condition whereby the number of shares that
ultimately vest are based on the achievement of certain non-market based performance metrics of the Company. Options may not
be granted at less than the fair market value of the Company’s common stock at the date of grant.
The Company maintains the Directors’ Plan for its Board, which permits the granting of awards in the form of non-qualified stock
options, restricted stock or performance shares. The vesting period is determined by the Board at the date of the grant and is
generally one year for both options and restricted stock. Under the Directors’ Plan, 1.7 million shares of common stock were
reserved for issuance. Any director of the Company who is not an employee of the Company or any of its subsidiaries as of the
date that an award is granted is eligible to participate in the Directors’ Plan.
Presented below is a summary of the stock-based compensation expense and associated tax benefit in the accompanying
consolidated statements of operations:
Year Ended December 31,
2024
2023
2022
Stock-based compensation expense
$
221
$
193
$
169
Tax benefit
$
48
$
45
$
41
The fair value of each employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model
that uses the assumptions noted below. The expected dividend yield is derived from the annual dividend rate on the date of grant.
The expected stock volatility is based on an assessment of historical weekly stock prices of the Company as well as implied
volatility from Moody’s traded options. The risk-free interest rate is based on U.S. government zero coupon bonds with maturities
similar to the expected holding period. The expected holding period is determined by examining historical and projected post-
vesting exercise behavior activity.
MOODY'S 2024 10-K 103
The following weighted average assumptions were used for options granted:
Year Ended December 31,
2024
2023
2022
Expected dividend yield
0.91 %
1.04 %
0.86 %
Expected stock volatility
28 %
29 %
27 %
Risk-free interest rate
4.34 %
4.19 %
1.91 %
Expected holding period (in years)
5.9
5.8
5.6
Grant date fair value
$
120.42
$
94.71
$
84.00
A summary of option activity as of December 31, 2024 and changes during the year then ended is presented below:
Options
Shares
Weighted
Average Exercise
Price Per Share
Weighted
Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
Outstanding, December 31, 2023
0.8
$
212.29
Granted
0.2
$
372.52
Exercised
(0.3) $
173.64
Outstanding, December 31, 2024
0.7
$
267.64
5.9 years
$
140
Vested and expected to vest, December 31, 2024
0.7
$
267.26
5.9 years
$
139
Exercisable, December 31, 2024
0.4
$
207.94
4.0 years
$
99
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Moody’s closing
stock price on the last trading day of the year ended December 31, 2024 and the exercise prices, multiplied by the number of in-
the-money options) that would have been received by the option holders had all option holders exercised their options as of
December 31, 2024. This amount varies based on the fair value of Moody’s stock. As of December 31, 2024, there was $12 million
of total unrecognized compensation expense related to options. The expense is expected to be recognized over a weighted
average period of 1.9 years.
The following table summarizes information relating to stock option exercises:
Year Ended December 31,
2024
2023
2022
Proceeds from stock option exercises
$
53
$
32
$
8
Aggregate intrinsic value
$
76
$
58
$
9
Tax benefit realized upon exercise
$
13
$
14
$
2
A summary of nonvested restricted stock activity for the year ended December 31, 2024 is presented below:
Nonvested Restricted Stock
Shares
Weighted Average Grant
Date Fair Value
Per Share
Balance, December 31, 2023
1.3
$
300.39
Granted
0.6
$
373.54
Vested
(0.5) $
300.20
Forfeited
(0.1) $
327.53
Balance, December 31, 2024
1.3
$
330.84
As of December 31, 2024, there was $234 million of total unrecognized compensation expense related to nonvested restricted
stock. The expense is expected to be recognized over a weighted average period of 2.4 years.
The following table summarizes information relating to the vesting of restricted stock awards:
Year Ended December 31,
2024
2023
2022
Fair value of shares vested
$
199
$
164
$
180
Tax benefit realized upon vesting
$
48
$
40
$
42
104 MOODY'S 2024 10-K
A summary of performance-based restricted stock activity for the year ended December 31, 2024 is presented below:
Performance-based restricted stock
Shares
Weighted Average Grant
Date Fair Value Per Share
Balance, December 31, 2023
0.3
$
308.12
Granted
0.1
$
354.67
Vested
(0.1) $
331.60
Balance, December 31, 2024
0.3
$
330.78
The following table summarizes information relating to the vesting of the Company’s performance-based restricted stock awards:
Year Ended December 31,
2024
2023
2022
Fair value of shares vested
$
40
$
24
$
50
Tax benefit realized upon vesting
$
9
$
3
$
7
As of December 31, 2024, there was $56 million of total unrecognized compensation expense related to this plan. The expense is
expected to be recognized over a weighted average period of 2.0 years.
The Company has a policy of issuing treasury stock to satisfy shares issued under stock-based compensation plans.
In addition, the Company also sponsors the ESPP. Under the ESPP, 6.0 million shares of common stock were reserved for
issuance. The ESPP permits eligible employees to purchase common stock of the Company on a monthly basis at a discount to
the average of the high and the low trading prices on the New York Stock Exchange on the last trading day of each month. This
discount was 5% in 2024, 2023, and 2022, resulting in the ESPP qualifying for non-compensatory status under ASC Topic 718.
Accordingly, no compensation expense was recognized for the ESPP in 2024, 2023, and 2022. The employee purchases are
funded through after-tax payroll deductions, which plan participants can elect from one percent to ten percent of compensation,
subject to the annual federal limit.
NOTE 15
INCOME TAXES
Components of the Company’s income tax provision are as follows:
Year Ended December 31,
2024
2023
2022
Current:
Federal
$
280
$
76
$
106
State and Local
106
67
17
Non-U.S.
316
222
215
Total current
702
365
338
Deferred:
Federal
(21)
(14)
57
State and Local
(6)
(4)
10
Non-U.S.
(35)
(20)
(19)
Total deferred
(62)
(38)
48
Total provision for income taxes
$
640
$
327
$
386
MOODY'S 2024 10-K 105
A reconciliation of the U.S. federal statutory tax rate to the Company’s ETR on income before provision for income taxes is as
follows:
Year Ended December 31,
2024
2023
2022
U.S. statutory tax rate
21.0 %
21.0 %
21.0 %
State and local taxes, net of federal tax benefit
3.7 %
2.5 %
0.8 %
Foreign operations
(0.3) %
0.4 %
(0.2) %
Release of UTP reserves
(0.4) %
(5.7) %
— %
Other
(0.3) %
(1.3) %
0.3 %
ETR
23.7 %
16.9 %
21.9 %
Income tax paid
$
613
$
344
$
488
The decrease in the ETR in 2023 resulted primarily from the favorable resolution of uncertain tax positions in various U.S. and non-
U.S. jurisdictions.
The source of income before provision for income taxes is as follows:
Year Ended December 31,
2024
2023
2022
U.S.
$
1,446
$
892
$
804
Non-U.S.
1,253
1,043
956
Income before provision for income taxes
$
2,699
$
1,935
$
1,760
106 MOODY'S 2024 10-K
The components of deferred tax assets and liabilities are as follows:
December 31,
2024
2023
Deferred tax assets:
Account receivable allowances
$
10
$
9
Accumulated depreciation and amortization
9
19
Stock-based compensation
60
60
Accrued compensation and benefits
50
53
Capitalized costs
20
25
Operating lease liabilities
84
103
Deferred revenue
211
200
Net operating loss
58
38
Restructuring
6
7
Uncertain tax positions
33
29
Self-insured related reserves
7
6
Interest expense carryforward
20
8
Other
12
5
Total deferred tax assets
580
562
Deferred tax liabilities:
Accumulated depreciation and amortization of intangible assets and capitalized software
(522)
(551)
ROU Assets
(56)
(67)
Capital gains
(13)
(20)
Self-insured related income
(7)
(6)
Deferred tax on unremitted foreign earnings
(20)
(14)
Gain on net investment hedges - OCI
(82)
(5)
Other
(11)
(19)
Total deferred tax liabilities
(711)
(682)
Net deferred tax liabilities
(131)
(120)
Valuation allowance
(25)
(24)
Total net deferred tax liabilities
$
(156) $
(144)
On December 22, 2017, the Tax Act was signed into law, which resulted in significant changes to U.S. corporate tax laws. The Tax
Act includes a mandatory one-time deemed repatriation tax (“transition tax”) on previously untaxed accumulated earnings of foreign
subsidiaries and beginning in 2018 reduced the statutory federal corporate income tax rate from 35% to 21%. Accordingly, the
Company determined the transition tax to be $236 million, with the remaining balance due of $12 million as of December 31, 2024.
As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company
regularly evaluates which entities it will indefinitely reinvest earnings. The Company has provided deferred taxes for those entities
whose earnings are not considered indefinitely reinvested.
The Company’s annual tax expense for the year ended December 31, 2024 includes excess tax benefits from stock-based
compensation of $27 million, the favorable resolution of certain U.S. and non-U.S. UTPs of $11 million, and other net decreases to
tax positions of $2 million.
The Company had valuation allowances of $25 million and $24 million at December 31, 2024 and 2023, respectively, related to
foreign net operating losses for which realization is uncertain.
MOODY'S 2024 10-K 107
A reconciliation of the beginning and ending amount of UTPs is as follows:
Year Ended December 31,
2024
2023
2022
Balance as of January 1
$
196
$
322
$
388
Additions for tax positions related to the current year
33
21
12
Additions for tax positions of prior years
11
3
12
Reductions for tax positions of prior years
(11)
(17)
(27)
Settlements with taxing authorities
(3)
(108)
(30)
Lapse of statute of limitations
(15)
(25)
(33)
Balance as of December 31
$
211
$
196
$
322
Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and
multiple foreign jurisdictions. The Company’s U.S. federal income tax returns for 2021 through 2023 remain open to examination.
The Company’s New York City tax returns for 2018 through 2022 are currently under examination and 2023 is open for
examination. The Company’s U.K. tax returns from 2017 to 2023 remain open to examination.
As of December 31, 2024, the Company had $211 million of UTPs. Given the number of years and nature of matters that remain
subject to examination in various tax jurisdictions both in the U.S. and internationally, the Company is unable to estimate a range of
possible changes to its UTPs for 2025. It is also possible that new issues might be raised by tax authorities which might necessitate
increases to the balance of UTPs. As the Company is unable to predict the timing of conclusion of these audits, the Company is
unable to estimate the amount of changes to the balance of UTPs at this time. However, the Company believes that it has
adequately provided for its financial exposure relating to all open tax years, by tax jurisdiction, in accordance with ASC Topic 740.
The Company classifies interest related to UTPs in interest expense in its consolidated statements of operations. Penalties, if
incurred, are recognized in other non-operating (expense) income, net. Refer to Note 16 for disclosure of interest (expense) income
relating to UTPs and other tax-related liabilities. As of December 31, 2024, 2023 and 2022 the amount of accrued interest recorded
in the Company’s consolidated balance sheets related to UTPs was $47 million, $36 million and $47 million, respectively.
In August 2022, the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings
of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The
adoption of a corporate minimum tax of 15% did not have a significant impact on Moody’s ETR. The excise tax of 1% on corporate
share buybacks is recorded to shareholders' equity and does not have an impact on the Company’s ETR.
Effective in 2024, multiple foreign jurisdictions in which the Company operates have enacted legislation to adopt a minimum tax
rate described in the Global Anti-Base Erosion tax model rules (referred to as GloBE or Pillar II) issued by the OECD. A minimum
ETR of 15% would apply to multinational companies with consolidated revenue above €750 million. Under the GloBE rules, a
company would be required to determine a combined ETR for all entities located in a jurisdiction. If the jurisdictional tax rate is less
than 15%, an additional tax generally will be due to bring the jurisdictional effective tax rate up to 15%. As of December 31, 2024,
the Pillar II minimum tax did not have a material impact on the Company's full year results of operations or financial position.
108 MOODY'S 2024 10-K
NOTE 16
INDEBTEDNESS
The Company’s debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance
premium or discount, except for certain debt as depicted in the table below, which is recorded at the carrying amount adjusted for
the fair value of an interest rate swap used to hedge the fair value of the note.
The following table summarizes total indebtedness:
December 31, 2024
Notes Payable:
Principal
Amount
Fair Value of
Interest Rate
Swaps(1)
Unamortized
(Discount)
Premium
Unamortized
Debt Issuance
Costs
Carrying
Value
5.25% 2014 Senior Notes, due 2044
$
600
$
(32) $
3
$
(4) $
567
1.75% 2015 Senior Notes, due 2027
518
—
—
(1)
517
3.25% 2017 Senior Notes, due 2028
500
(13)
(2)
(1)
484
4.25% 2018 Senior Notes, due 2029
400
(35)
(1)
(1)
363
4.875% 2018 Senior Notes, due 2048
400
(35)
(6)
(3)
356
0.950% 2019 Senior Notes, due 2030
776
—
(1)
(3)
772
3.75% 2020 Senior Notes, due 2025
700
(3)
—
—
697
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
300
—
(2)
(3)
295
2.00% 2021 Senior Notes, due 2031
600
—
(6)
(4)
590
2.75% 2021 Senior Notes, due 2041
600
—
(12)
(5)
583
3.10% 2021 Senior Notes, due 2061
500
—
(7)
(5)
488
3.75% 2022 Senior Notes, due 2052
500
(43)
(8)
(5)
444
4.25% 2022 Senior Notes, due 2032
500
(8)
(2)
(3)
487
5.00% 2024 Senior Notes, due 2034
500
—
(4)
(4)
492
Total debt
$
7,694
$
(169) $
(52) $
(45) $
7,428
Current portion
(697)
Total long-term debt
$
6,731
December 31, 2023
Notes Payable:
Principal
Amount
Fair Value of
Interest Rate
Swaps (1)
Unamortized
(Discount)
Premium
Unamortized
Debt Issuance
Costs
Carrying
Value
5.25% 2014 Senior Notes, due 2044
$
600
$
(34) $
3
$
(4) $
565
1.75% 2015 Senior Notes due 2027
552
—
—
(1)
551
3.25% 2017 Senior Notes, due 2028
500
(26)
(2)
(2)
470
4.25% 2018 Senior Notes, due 2029
400
(34)
(2)
(2)
362
4.875% 2018 Senior Notes, due 2048
400
(36)
(6)
(3)
355
0.950% 2019 Senior Notes, due 2030
829
—
(2)
(4)
823
3.75% 2020 Senior Notes, due 2025
700
(16)
(1)
(1)
682
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
300
—
(2)
(3)
295
2.00% 2021 Senior Notes, due 2031
600
—
(6)
(4)
590
2.75% 2021 Senior Notes, due 2041
600
—
(12)
(5)
583
3.10% 2021 Senior Notes, due 2061
500
—
(7)
(5)
488
3.75% 2022 Senior Note, due 2052
500
(29)
(8)
(5)
458
4.25% 2022 Senior Note, due 2032
500
(8)
(2)
(4)
486
Total long-term debt
$
7,281
$
(183) $
(51) $
(46) $
7,001
(1)
The fair value of interest rate swaps in the tables above represents the cumulative amount of fair value hedging adjustments included in the
carrying amount of the hedged debt.
Credit Facility
MOODY'S 2024 10-K 109
On May 6, 2024, the Company entered into a five-year senior, unsecured revolving credit facility with the capacity to borrow up to
$1.25 billion, which expires in May 2029. The 2024 Credit Facility replaces the Company's $1.25 billion 2021 Credit Facility that
was scheduled to mature in December 2026. Further information on the key terms of these revolving credit facilities is below:
December 31, 2024
December 31, 2023
Issue Date
Capacity
Maturity
Drawn
Undrawn
Drawn
Undrawn
2021 Credit Facility
December 17, 2021
$
1,250
December 17, 2026
(Terminated in
2024)
$
— $
—
$
— $
1,250
2024 Credit Facility
May 6, 2024
$
1,250 May 6, 2029
$
— $
1,250
$
— $
—
Interest on borrowings under the 2024 Credit Facility is payable at rates that are based on an adjusted term SOFR Rate plus a
premium that can range from 80.5 BPS to 122.5 BPS, depending on the Company’s index debt ratings, as set forth in the 2024
Credit Facility. The Company also has the option to choose other rates, such as those based on adjusted Daily Simple SOFR or an
alternate base rate, as set forth in the 2024 Credit Facility. Regardless of borrowing activity under the 2024 Credit Facility, the
Company pays quarterly fees for the 2024 Credit Facility that can range from 7 BPS of the 2024 Credit Facility amount to 15 BPS,
depending on the Company’s index debt ratings. The 2024 Credit Facility contains certain customary covenants and also contains
a financial covenant that requires the Company to maintain a total debt to EBITDA Ratio of (i) not more than 4 to 1 at the end of
any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any
acquisition with consideration in excess of $500 million, subject to certain conditions as set forth in the 2024 Credit Facility.
Commercial Paper
On August 3, 2016, the Company entered into a private placement commercial paper program under which the Company may
issue CP notes up to a maximum amount of $1.0 billion. Borrowings under the CP Program are backstopped by the 2024 Credit
Facility. Amounts under the CP Program may be re-borrowed. The maturity of the CP Notes will vary, but may not exceed 397 days
from the date of issue. The CP Notes are sold at a discount from par, or alternatively, sold at par and bear interest at rates that will
vary based upon market conditions. The rates of interest will depend on whether the CP Notes will be a fixed or floating rate. The
interest on a floating rate may be based on the following: (a) certificate of deposit rate; (b) commercial paper rate; (c) the federal
funds rate; (d) the SOFR; (e) prime rate; (f) Treasury rate; or (g) such other base rate as may be specified in a supplement to the
private placement agreement. The CP Program contains certain events of default including, among other things: non-payment of
principal, interest or fees; entrance into any form of moratorium; and bankruptcy and insolvency events, subject in certain instances
to cure periods. As of December 31, 2024, the Company has no CP borrowings outstanding.
Notes Payable
At December 31, 2024, the Company was in compliance with all covenants contained within all of the debt agreements. All of the
debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could
in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately
due and payable. As of December 31, 2024, there were no such cross defaults.
The repayment schedule for the Company’s borrowings is as follows:
Year Ending December 31,
Total
2025
$
700
2026
—
2027
518
2028
500
2029
400
Thereafter
5,576
Total
$
7,694
110 MOODY'S 2024 10-K
Interest expense, net
The following table summarizes the components of interest as presented in the consolidated statements of operations and the cash
paid for interest:
Year Ended December 31,
2024
2023
2022
Expense on borrowings(1)
$
(300) $
(296) $
(216)
(Expense) income on UTPs and other tax related liabilities(2)
(13)
8
(13)
Net periodic pension costs - interest component
(26)
(26)
(17)
Income
102
63
15
Interest expense, net
$
(237) $
(251) $
(231)
Interest paid(3)
$
280
$
281
$
198
(1) Expense on borrowings includes interest on long-term debt, as well as realized gains/losses related to interest rate swaps and cross currency
swaps, which are more fully discussed in Note 6.
(2) The amount for the year ended December 31, 2023 includes a $22 million reduction of tax-related interest expense primarily related to the
resolutions of tax matters.
(3) Interest paid includes net settlements on interest rate swaps more fully discussed in Note 6.
The fair value and carrying value of the Company’s debt as of December 31, 2024 and 2023 are as follows:
December 31, 2024
December 31, 2023
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Total debt
$
7,428
$
6,601
$
7,001
$
6,402
The fair value of the Company’s debt is estimated based on quoted prices in active markets as of the reporting date, which are
considered Level 1 inputs within the fair value hierarchy.
NOTE 17
CAPITAL STOCK
Authorized Capital Stock
The total number of shares of all classes of stock that the Company has authority to issue under its Restated Certificate of
Incorporation is 1.02 billion shares with a par value of $0.01, of which 1.0 billion are shares of common stock, 10.0 million are
shares of preferred stock and 10.0 million are shares of series common stock. The preferred stock and series common stock can
be issued with varying terms, as determined by the Board.
Share Repurchase Program
The Company first implemented a systematic share repurchase program in the third quarter of 2005 through an SEC Rule 10b5-1
program and has maintained its program since. Moody’s may also purchase opportunistically when conditions warrant. As a result,
Moody’s share repurchase activity will continue to vary from quarter to quarter. The table below summarizes the Company’s
remaining authority under its share repurchase program as of December 31, 2024:
Date Authorized
Amount Authorized
Remaining Authority
October 15, 2024
$
1,500
$
1,500
February 5, 2024
1,000
67
Total Remaining Authority at December 31, 2024
$
1,567
During 2024, Moody’s repurchased 2.9 million shares of its common stock under its share repurchase program and issued a net
0.7 million shares under employee stock-based compensation plans. The net amount includes shares withheld for employee
payroll taxes.
MOODY'S 2024 10-K 111
Dividends
The Company’s cash dividends were:
Dividends Per Share
Year ended December 31,
2024
2023
2022
Declared
Paid
Declared
Paid
Declared
Paid
First quarter
$
0.85
$
0.85
$
0.77
$
0.77
$
0.70
$
0.70
Second quarter
0.85
0.85
0.77
0.77
0.70
0.70
Third quarter
0.85
0.85
0.77
0.77
0.70
0.70
Fourth quarter
0.85
0.85
0.77
0.77
0.70
0.70
Total
$
3.40
$
3.40
$
3.08
$
3.08
$
2.80
$
2.80
On February 12, 2025, the Board approved the declaration of a quarterly dividend of $0.94 per share of Moody’s common stock,
payable on March 14, 2025 to shareholders of record at the close of business on February 25, 2025. The continued payment of
dividends at the rate noted above, or at all, is subject to the discretion of the Board.
NOTE 18
LEASES
The Company has operating leases, substantially all of which relate to the lease of office space. The Company's leases which are
classified as finance leases are not material to the consolidated financial statements. Certain of the Company's leases include
options to renew, with renewal terms that can extend the lease term from one year to 20 years at the Company's discretion.
The following table presents the components of the Company’s lease cost:
Year ended December 31,
2024
2023
2022
Operating lease cost
$
88
$
93 $
102
Sublease income
(7)
(7)
(7)
Variable lease cost
22
22
20
Total lease cost
$
103
$
108 $
115
During 2023 and 2022, the Company recorded charges of $32 million and $23 million, respectively, related to the exit of certain real
estate leases that resulted in ROU Asset impairment. The charges were recorded within restructuring expense in the consolidated
statements of operations. Refer to Note 9 for further details.
The following tables present other information related to the Company’s operating leases:
Year ended December 31,
2024
2023
2022
Cash paid for amounts included in the measurement of operating lease liabilities
$
120
$
119 $
118
Right-of-use assets obtained in exchange for new operating lease liabilities
$
21
$
40 $
35
December 31,
2024
2023
2022
Weighted-average remaining lease term (in years)
3.8
4.4
4.9
Weighted-average discount rate applied to operating leases
3.2 %
3.2 %
3.1 %
112 MOODY'S 2024 10-K
The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating
lease liabilities at December 31, 2024:
Year Ending December 31,
Operating Leases
2025
$
111
2026
91
2027
74
2028
23
2029
19
Thereafter
20
Total lease payments (undiscounted)
338
Less: Interest
20
Present value of lease liabilities:
$
318
Lease liabilities - current
$
102
Lease liabilities - noncurrent
$
216
As of December 31, 2024, the Company has entered into an additional operating lease that has not yet commenced, with a lease
obligation of approximately $140 million related to the lease of office space. Accordingly, the ROU Assets and operating lease
liabilities at December 31, 2024 do not reflect the amounts for this lease. This operating lease will commence in 2025 with a lease
term of 15 years.
NOTE 19
CONTINGENCIES
Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental,
regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private
parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS
also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions,
any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. On
September 3, 2024, MIS settled charges by the SEC for failure to comply with record preservation requirements applicable to MIS.
The settlement followed an investigation relating to certain business communications sent over electronic messaging channels that
had not been approved by MIS. The SEC has settled similar charges with other NRSROs and other registrants subject to record
preservation requirements. The terms of MIS’s settlement included the payment of a $20 million civil monetary penalty. As
previously disclosed, the Company had accrued that amount in its consolidated financial statements. Moody’s also is subject to
ongoing tax audits as addressed in Note 15 to the consolidated financial statements.
Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the
latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to
income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has
been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the
reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher
amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible
but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability
but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and
estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other
pending matters as it may determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative
investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large
or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often
cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The
Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on
its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending
matters progresses, management will continue to review the latest information available and assess its ability to predict the
outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such
matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or
resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
NOTE 20
SEGMENT INFORMATION
The Company is organized into two operating segments: MA and MIS and accordingly, the Company reports in two reportable
segments: MA and MIS.
The MA segment develops a wide range of products and services that support the risk management activities of institutional
participants in global financial markets. The MA segment consists of three LOBs - DS, R&I, and D&I.
MOODY'S 2024 10-K 113
The MIS segment consists of five LOBs. The CFG, FIG, PPIF and SFG LOBs generate revenue principally from fees for the
assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets
worldwide. The MIS Other LOB primarily consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-
ratings revenue and revenue from providing professional services.
Revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services
utilized in MIS’s ratings process. Additionally, revenue for MIS and expenses for MA include intersegment fees charged to MA for
the rights to use and distribute content, data and products developed by MIS. These intersegment fees are generally based on the
market value of the products and services being transferred between the segments.
Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human
resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment.
For overhead costs and corporate expenses that benefit both segments, costs are generally allocated to each segment based on
historical revenue amounts.
“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by
reportable segment, as this metric is not used by the chief operating decision maker to allocate resources to the segments.
Financial Information by Segment
The table below presents revenue, significant expenses regularly provided to the CODM and Adjusted Operating Income by
reportable segment. The CODM, identified as the Company's CEO, utilizes the Adjusted Operating Income measure to assess the
profitability of the Company and each of its reportable segments each quarter. Adjusted Operating Income is also used in our
budgeting and forecasting processes, enabling the allocation of capital resources across the Company's strategic initiatives.
Year Ended December 31,
2024
2023
MA
MIS
Eliminations
Consolidated
MA
MIS
Eliminations
Consolidated
Total external revenue
$ 3,295
$ 3,793
$
—
$
7,088
$ 3,056
$ 2,860
$
—
$
5,916
Intersegment revenue
13
193
(206)
—
13
186
(199)
—
Revenue
3,308
3,986
(206)
7,088
3,069
3,046
(199)
5,916
Compensation expense
1,370
1,169
—
2,539
1,238
1,003
—
2,241
Non-compensation expense
731
410
—
1,141
708
370
—
1,078
Intersegment expense
193
13
(206)
—
186
13
(199)
—
Operating, SG&A
2,294
1,592
(206)
3,680
2,132
1,386
(199)
3,319
Adjusted Operating Income
1,014
2,394
—
3,408
937
1,660
—
2,597
Add:
Depreciation and
amortization
353
78
—
431
298
75
—
373
Restructuring
42
17
—
59
59
28
—
87
Charges related to asset
abandonment
43
—
—
43
—
—
—
—
Operating Income
$
2,875
$
2,137
Non-operating (expense)
income, net
$
(176)
$
(202)
Income before provision for
income taxes
$
2,699
$
1,935
114 MOODY'S 2024 10-K
Year Ended December 31, 2022
MA
MIS
Eliminations
Consolidated
Total external revenue
$
2,769
$
2,699
$
—
$
5,468
Intersegment revenue
8
174
(182)
—
Revenue
2,777
2,873
(182)
5,468
Compensation expense
1,116
940
—
2,056
Non-compensation expense
647
437
—
1,084
Intersegment expense
174
8
(182)
—
Operating, SG&A
1,937
1,385
(182)
3,140
Adjusted Operating Income
840
1,488
—
2,328
Add:
Depreciation and amortization
250
81
—
331
Restructuring
49
65
—
114
Operating income
$
1,883
Non-operating (expense) income, net
$
(123)
Income before provision for income taxes
$
1,760
The table below shows cumulative restructuring expense incurred through December 31, 2024 by reportable segment.
MA
MIS
Total
2022 - 2023 Geolocation Restructuring Program
$
116
$
98 $
214
Strategic and Operational Efficiency Restructuring Program
$
34
$
11 $
45
The costs expected to be incurred related to the Strategic and Operational Efficiency Restructuring Program are $125 million to
$155 million for the MA segment and $75 million to $95 million for the MIS segment, which include allocations of charges
associated with corporate functions.
The restructuring programs are more fully discussed in Note 9.
CONSOLIDATED REVENUE AND LONG-LIVED ASSETS INFORMATION BY GEOGRAPHIC AREA
Year Ended December 31,
2024
2023
2022
Revenue:
U.S.
$
3,836
$
3,071
$
2,865
Non-U.S.:
EMEA
2,174
1,886
1,708
Asia-Pacific
629
570
539
Americas
449
389
356
Total Non-U.S.
3,252
2,845
2,603
Total
$
7,088
$
5,916
$
5,468
Long-lived assets at December 31:
U.S.
$
4,395
$
4,323
$
4,408
Non-U.S.
4,361
4,562
4,489
Total
$
8,756
$
8,885
$
8,897
MOODY'S 2024 10-K 115
NOTE 21
VALUATION AND QUALIFYING ACCOUNTS
Accounts receivable allowances represent estimates for uncollectible accounts. The valuation allowance on deferred tax assets
relates to foreign net operating tax losses for which realization is uncertain. Below is a summary of activity:
Year Ended December 31,
Balance at
Beginning of
the Year
Charged to
costs and
expenses
Deductions (1)
Balance at End
of the Year
2024
Allowances for credit losses
$
(35) $
(15) $
18
$
(32)
Deferred tax assets—valuation allowance
$
(24) $
(2) $
1
$
(25)
2023
Allowances for credit losses
$
(40) $
(22) $
27
$
(35)
Deferred tax assets—valuation allowance
$
(21) $
(2) $
(1) $
(24)
2022
Allowances for credit losses
$
(32) $
(25) $
17
$
(40)
Deferred tax assets—valuation allowance
$
(18) $
(4) $
1
$
(21)
(1)
Reflects write-off of uncollectible accounts receivable or expiration of foreign net operating tax losses.
NOTE 22
OTHER STATEMENTS OF OPERATIONS INFORMATION
Other non-operating income, net
The following table summarizes the components of other non-operating income, net as presented in the consolidated statements of
operations:
Year Ended December 31,
2024
2023
2022
FX loss (1)
$
—
$
(30) $
(10)
Net periodic pension income - non-service and non-interest cost components
30
35
24
Income/gain from investments in non-consolidated affiliates
15
19
17
Gain on previously held equity method investments (2)
7
—
—
Gain (loss) on investments
13
14
(14)
Other
(4)
11
21
Total
$
61
$
49
$
38
(1)
The amount for the year ended December 31, 2023 includes a $23 million loss recorded pursuant to an immaterial out-of-period adjustment
relating to the 2022 fiscal year. The amount for the year ended December 31, 2022 includes FX translation losses of $20 million reclassified to
earnings resulting from the Company no longer conducting commercial operations in Russia.
(2)
The amount for the year ended December 31, 2024 reflects non-cash gains relating to the step-acquisitions of Praedicat and GCR.
Charges related to asset abandonment:
During the year ended December 31, 2024, the Company recorded charges related to asset abandonment of $43 million pursuant
to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings. These
charges consist of: i) $12 million related to severance incurred pursuant to a reduction in staff; and ii) $31 million in incremental
amortization expense related to the change in estimated useful lives of certain internally developed software and amortizable
intangible assets that are associated with the sustainability content offerings for which production is being outsourced.
116 MOODY'S 2024 10-K
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, as required by Rule 13a-15(b) under the Exchange Act, under the supervision and with the
participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the
Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers
have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the communication to the
Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
Information in response to this Item is set forth under the caption “Management’s Report on Internal Control Over Financial
Reporting,” in Part II, Item 8 of this annual report on Form 10-K.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that
there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect, these internal controls over financial reporting during the three months ended December 31, 2024.
Limitations on Controls
The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives as
specified above. The Company's management does not expect, however, that these disclosure controls and procedures will
prevent or detect all instances of error or fraud. Any control system, regardless of how well designed and operated, is based upon
certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation
of controls can provide absolute assurance that misstatements due to error or fraud will not occur, or that all control issues and
instances of fraud, if any, within the Company have been detected.
ITEM 9B.
OTHER INFORMATION
Not applicable.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Except for the information relating to the executive officers of the Company set forth in Part I of this annual report on Form 10-K,
the information called for by Items 10-14 is contained in the Company’s definitive proxy statement for use in connection with its
annual meeting of stockholders and is incorporated herein by reference.
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part I, Item 1 of this
Form 10-K, as well as under the headings “Item 1–Election of Directors,” “Corporate Governance–Codes of Business Conduct and
Ethics; Insider Trading Policies and Procedures” “The Audit Committee,” and "Delinquent Section 16(a) Reports" in the 2025 Proxy
Statement and is incorporated by reference.
ITEM 11
EXECUTIVE COMPENSATION
Information required by this Item 11 is included under the headings “Compensation Discussion and Analysis,” “Summary
Compensation Table,” “Grants of Plan-Based Awards Table for 2024,” “Outstanding Equity Awards at Fiscal Year-End Table for
2024,” “Option Exercises and Stock Vested Table for 2024,” “Pension Benefits Table for 2024,” “Non-Qualified Deferred
Compensation Table,” “Potential Payments Upon Termination or Change in Control,” “Compensation of Directors,” “Relationship of
Compensation Practices to Risk Management,” "Pay Versus Performance," “CEO Pay Ratio,” and “Report of the Compensation &
Human Resources Committee” in the 2025 Proxy Statement and is incorporated by reference.
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information required by this Item 12 is included under the heading “Equity Compensation Plan Information” in Part II, Item 5 of this
Form 10-K, as well as under the heading “Security Ownership of Certain Beneficial Owners and Management” in the 2025 Proxy
Statement and is incorporated by reference.
MOODY'S 2024 10-K 117
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is included under the headings “Corporate Governance–Director Independence” and “Certain
Relationships and Related Transactions” in the 2025 Proxy Statement and is incorporated by reference.
ITEM 14
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item 14 is included under the headings “Item 2–Ratification of Appointment of Independent Registered
Public Accountants–Principal Accounting Fees and Services” and “The Audit Committee” in the 2025 Proxy Statement and is
incorporated by reference.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
LIST OF DOCUMENTS FILED AS PART OF THIS REPORT.
(1) Financial Statements.
See Index to Financial Statements on page 63, in Part II. Item 8 of this Form 10-K.
(2) Financial Statement Schedules.
None.
(3) Exhibits.
INDEX TO EXHIBITS
3
Articles of Incorporation and By-laws
.1
Restated Certificate of Incorporation of the Registrant, effective April 17, 2024 (incorporated by reference to
Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 19, 2024)
.2
Amended and Restated By-laws of Moody’s Corporation, effective April 17, 2024 (incorporated by reference
to Exhibit 3.2 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 19, 2024)
4
Instruments Defining the Rights of Security Holders, Including Indentures
.1*
Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of
1934
.2
Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of
the Registrant, file number 1-14037, filed October 4, 2000)
.3.1
Indenture, dated as of August 19, 2010, between Moody’s Corporation and Wells Fargo, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the
Registrant, file number 1-14037, filed August 19, 2010)
.3.2
Fourth Supplemental Indenture, dated July 16, 2014, between the Company and Wells Fargo Bank,
National Association, as trustee, including the form of 5.250% Senior Notes due 2044 (incorporated by
reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed July 16,
2014)
.3.3.1
Fifth Supplemental Indenture, dated March 9, 2015, between the Company, Wells Fargo Bank, National
Association, as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer
agent and Elavon Financial Services Limited as registrar, including the form of 1.75% Senior Notes due
2027 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number
1-14037, filed March 10, 2015)
.3.3.2
Agency Agreement, dated March 9, 2015, between the Company, Wells Fargo Bank, National Association,
as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer agent and
Elavon Financial Services Limited as registrar (incorporated by reference to Exhibit 4.3 to the Report on
Form 8-K of the Registrant, file number 1-14037, filed March 10, 2015)
.3.4
Seventh Supplemental Indenture, dated as of June 12, 2017, between Moody’s Corporation and Wells
Fargo, National Association, as trustee, including the form of 2.625% Senior Notes due 2023 and the form
of 3.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Report on Form 8-K of the
Registrant, file number 1-14037, filed June 12, 2017)
.3.5
Ninth Supplemental Indenture, dated as of December 17, 2018, between the Company and Wells Fargo
Bank, National Association, as trustee, including the form of 4.250% Senior Note due 2029 and the form of
4.875% Senior Note due 2048 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the
Registrant, file number 1-14037, filed December 21, 2018)
.3.6.1
Tenth Supplemental Indenture, dated as of November 25, 2019, between the Company, Wells Fargo Bank,
National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S.
Bank National Association as registrar and transfer agent, including the form of 0.950% Senior Note due
2030 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number
1-14037, filed November 25, 2019)
S-K EXHIBIT NUMBER
118 MOODY'S 2024 10-K
.3.6.2
Agency Agreement, dated November 25, 2019, between the Company, Wells Fargo Bank, National
Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank
National Association as registrar and transfer agent (incorporated by reference to Exhibit 4.3 to the Report
on Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019)
.3.7
Eleventh Supplemental Indenture, dated as of March 24, 2020, between the Company and Wells Fargo
Bank, National Association, as trustee, including the form of 3.750% Senior Note due 2025 (incorporated by
reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 25,
2020)
.3.8
Twelfth Supplemental Indenture, dated as of May 20, 2020, between the Company and Wells Fargo Bank,
National Association, as trustee, including the form of 3.250% Senior Note due 2050 (incorporated by
reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed May 20,
2020)
.3.9
Thirteenth Supplemental Indenture, dated as of August 18, 2020, between the Company and Wells Fargo
Bank, National Association, as trustee, including the form of 2.550% Senior Note due 2060 (incorporated by
reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 18,
2020)
.3.10
Fourteenth Supplemental Indenture, dated as of August 19, 2021, between the Company and Wells Fargo
Bank, National Association, as trustee, including the form of 2.000% Senior Note due 2031 and the form of
2.750% Senior Notes due 2041 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the
Registrant, file number 1-14037, filed August 19, 2021)
.3.11
Fifteenth Supplemental Indenture, dated as of November 29, 2021, between the Company and
Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee,
including the form of 3.100% Senior Note due 2061 (incorporated by reference to Exhibit 4.1 to the Report
on Form 8-K of the Registrant, file number 1-14037, filed November 29, 2021
.3.12
Sixteenth Supplemental Indenture, dated as of February 25, 2022, between the Company and
Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee,
including the form of 3.750% Senior Note due 2052 (incorporated by reference to Exhibit 4.1 to the Report
on Form 8-K of the Registrant, file number 1-14037, filed February 28, 2022)
.3.13
Seventeenth Supplemental Indenture, dated as of August 8, 2022, between the Company and
Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee,
including the form of 4.250% Senior Note due 2032 (incorporated by reference to Exhibit 4.1 to the Report
on Form 8-K of the Registrant, file number 1-14037, filed August 8, 2022)
.3.14
Eighteenth Supplemental Indenture, dated as of August 5, 2024, between the Company and
Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee,
including the form of 5.000% Senior Note due 2034 (incorporated by reference to Exhibit 4.1 to the Report
on Form 8-K of the Registrant, file number 1-4037, filed August 5, 2024)
10
Material Contracts
.1.1†
1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (Adopted September 8, 2000;
Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December
18, 2017) (incorporated by reference to Exhibit 10.2.1 to the Registrant’s Annual Report on Form 10-K, file
number 1-14037, filed February 27, 2018)
.1.2†
Form of Non-Employee Director Restricted Stock Unit Grant Agreement (for awards after 2017) for the 1998
Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (Adopted September 8, 2000;
Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December
18, 2017) (incorporated by reference to Exhibit 10.2.3 to the Registrant’s Annual Report on Form 10-K, file
number 1-14037, filed February 27, 2018)
.2†
Moody’s Corporation 1999 Employee Stock Purchase Plan (as amended and restated December 15, 2008)
(formerly, The Dun & Bradstreet Corporation 1999 Employee Stock Purchase Plan) (incorporated by
reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed March
2, 2009)
.3.1†
Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 21,
2023)
.3.2.1†
Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted prior to 2023) for the
Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by
reference to Exhibit 10.3.3.2 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 24, 2020)
.3.2.2†
Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2023) for the
Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by
reference to Exhibit 10.3.2.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 15, 2023)
.3.2.3†
Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2024 or later) for
the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated
by reference to Exhibit 10.3.2.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 14, 2024)
.3.2.4†
Form of Special Non-Qualified Stock Option Grant Agreement for the Amended and Restated 2001 Moody’s
Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed May 2, 2024)
S-K EXHIBIT NUMBER
MOODY'S 2024 10-K 119
.3.3.1†
Form of Performance Share Award Letter (for awards granted prior to 2023) for the Amended and Restated
2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit
10.3.4.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020)
.3.3.2†
Form of Performance Share Award Letter (for awards granted in 2023) for the Amended and Restated 2001
Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.3.2 to
the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 15, 2023)
.3.3.3†
Form of Performance Share Award Letter (for awards granted in 2024 or later) for the Amended and
Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to
Exhibit 10.3.3.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14,
2024)
.3.4.1†
Form of Restricted Stock Unit Grant Agreement (for awards granted prior to 2023) for the Amended and
Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to
Exhibit 10.3.5.2 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24,
2020)
.3.4.2†
Form of Restricted Stock Unit Grant Agreement (for awards granted in 2023) for the Amended and Restated
2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit
10.3.4.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 15, 2023)
.3.4.3†
Form of Restricted Stock Unit Grant Agreement (for awards granted in 2024 or later) for the Amended and
Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to
Exhibit 10.3.4.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14,
2024)
.3.5.1†
Form of Special Long-Term Incentive Award Letter for the Amended and Restated 2001 Moody’s
Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed May 2, 2024)
.3.5.2†
Form of Moody’s Investors Service, Inc. Strategic Incentive Award Letter for the Amended and Restated
2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3
to the Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed May 2, 2024)
.3.5.3†
Form of Moody’s Analytics, Inc. Strategic Incentive Award Letter for the Amended and Restated 2001
Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed May 2, 2024)
.4†
2004 Moody’s Corporation Covered Employee Cash Incentive Plan (as amended on February 10, 2015)
(incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 26, 2015)
.5†
Moody’s Corporation Deferred Compensation Plan (amended and restated effective as of January 1, 2020)
(incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 22, 2021)
.6†
Supplemental Executive Benefit Plan of Moody’s Corporation, amended and restated as of January 1, 2008
(incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 29, 2008)
.7†
Pension Benefit Equalization Plan of Moody’s Corporation, amended and restated as of January 1, 2008
(incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 29, 2008)
.8.1†
Moody’s Corporation Cafeteria Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.46
to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed March 2, 2009)
.8.2†
First Amendment to the Moody’s Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.3 to
the Registrant’s Quarterly Report on form 10-Q, file number 1-14037, filed July 31, 2014)
.8.3†
Second Amendment to the Moody’s Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.33
to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 26, 2015)
.9†
Moody’s Corporation Change in Control Severance Plan (as amended December 18, 2017) (incorporated
by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 27, 2018)
.10.1†
Moody’s Corporation Retirement Account (amended and restated as of January 1, 2021) (incorporated by
reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 22, 2021)
.10.2†
First Amendment to the Moody’s Corporation Retirement Account (effective January 1, 2021) (incorporated
by reference to Exhibit 10.10.2 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed
February 22, 2022)
.11.1†
Profit Participation Plan of Moody’s Corporation (amended and restated as of January 1, 2020)
(incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 22, 2021)
.11.2†
First Amendment to the Profit Participation Plan of Moody’s Corporation (effective January 1, 2020)
(incorporated by reference to Exhibit 10.11.2 to the Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 22, 2022)
.12†
The Moody’s Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors (as
amended December 16, 2008, October 15, 2015 and December 19, 2016) (incorporated by reference to
Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 22, 2022)
S-K EXHIBIT NUMBER
120 MOODY'S 2024 10-K
.13†
Amended and Restated Moody’s Corporation Career Transition Plan (amended and restated as of March 1,
2024) (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, file
number 1-14037, filed May 2, 2024)
.14†
Supplemental Executive Disability Benefit Plan of Moody’s Corporation, effective as of January 1, 2019
(incorporated by reference to Exhibit 10.22 to Registrant’s Annual Report on Form 10-K, file number
1-14037, filed February 25, 2019)
.15
Form Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the
Registrant, file number 1-14037, filed December 22, 2017)
.16
Form Commercial Paper Dealer Agreement between Moody’s Corporation, as Issuer, and the Dealer party
thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number
1-14037, filed August 3, 2016)
.17
Credit Agreement, dated as of May 6, 2024, among Moody’s Corporation, the borrowing subsidiaries party
thereto, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
and the other agents party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of
the Registrant, file number 1-14037, filed May 6, 2024)
.18
Moody’s Corporation Career Transition Plan (Amended and Restated as of October 1, 2024) (incorporated
by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, file number 1-14037, filed
October 23, 2024)
19
Insider Trading Policies
.1*
Securities Trading Policy for Employee Trading of Shares of Moody’s Corporation
.2*
Company Procedures for Transactions in Company Securities
21*
Subsidiaries of the Registrant List of Active Subsidiaries as of December 31, 2024
23
Consent of Independent Registered Public Accounting Firm
.1*
Consent of KPMG LLP
31
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
.1*
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
.2*
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
.1*
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered
filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934
.2*
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered
filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934
97
Policy Relating to Recovery of Erroneously Awarded Compensation
.1
Moody’s Corporation Comprehensive Clawback Policy (incorporated by reference to Exhibit 97.1 to the
Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)
101
Inline XBRL
.INS*
Inline XBRL Instance Document
.SCH*
Inline XBRL Taxonomy Extension Schema Document
.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
.DEF*
Inline XBRL Definitions Linkbase Document
.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from this Annual Report on Form 10-K (formatted in Inline XBRL and contained in Exhibit
101)
S-K EXHIBIT NUMBER
*
Filed herewith
†
Management contract or compensatory plan or arrangement
ITEM 16
FORM 10-K SUMMARY
None.
MOODY'S 2024 10-K 121
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
MOODY’S CORPORATION
(Registrant)
By: /s/ ROBERT FAUBER
Robert Fauber
President and Chief Executive Officer
Date: February 14, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date indicated.
/s/ ROBERT FAUBER
/s/ KATHRYN M. HILL
Robert Fauber,
Kathryn M. Hill,
President and Chief Executive Officer
Director
(principal executive officer)
/s/ NOÉMIE HEULAND
/s/ LLOYD W. HOWELL, JR.
Noémie Heuland,
Lloyd W. Howell, Jr.,
Senior Vice President and Chief Financial Officer
Director
(principal financial officer)
/s/ CAROLINE SULLIVAN
/s/ JOSE MINAYA
Caroline Sullivan,
Jose Minaya,
Chief Accounting Officer and Corporate Controller
Director
(principal accounting officer)
/s/ JORGE A. BERMUDEZ
/s/ LESLIE F. SEIDMAN
Jorge A. Bermudez,
Leslie F. Seidman,
Director
Director
/s/ THÉRÈSE ESPERDY
/s/ ZIG SERAFIN
Thérèse Esperdy,
Zig Serafin,
Director
Director
/s/ VINCENT A. FORLENZA
/s/ BRUCE VAN SAUN
Vincent A. Forlenza,
Bruce Van Saun,
Chairman of the Board
Director
Date: February 14, 2025
122 MOODY'S 2024 10-K
(This page intentionally left blank)
Moody’s Corporate Information
All paper in this report is certified to the Forest Stewardship
Council™ (FSC®) standards. The 10-K of this report is printed
on 100% recycled paper.
CORPORATE OFFICE
7 World Trade Center
250 Greenwich Street
New York, NY 10007
+1.212.553.0300
moodys.com
TRANSFER AGENT, REGISTRAR
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Phone: +1.800.937.5449
Online Shareholder Account Information
equiniti.com/us/ast-access/individuals/
HelpAST@equiniti.com
INDEPENDENT ACCOUNTANTS
KPMG LLP
345 Park Avenue
New York, NY 10154
CORPORATE GOVERNANCE
The Company has filed its annual report on Form 10-K for the year ended
December 31, 2024 with the Securities and Exchange Commission
The Form 10-K, along with other Moody’s SEC filings and corporate governance
documents, are available, without charge, upon request to the Investor Relations
Department at the Corporate Office or on ir.moodys.com.
The Company has submitted to the New York Stock Exchange the Chief
Executive Officer’s certification that he is unaware of any violation by the
Company of the NYSE’s corporate governance listing standards. The Company
has filed with the SEC the Chief Executive Officer and Chief Financial Officer
certifications as exhibits to the most recently filed Form 10-K, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
COMMON STOCK INFORMATION
The Company’s common stock trades on the New York Stock Exchange under
the symbol “MCO”.
INVESTOR RELATIONS
+1.212.553.0300
ir@moodys.com
ir.moodys.com