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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

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MOODY’S CORPORATION
INDEX TO FORM 10-K

|  | Page
| 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

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|  | Page
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

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GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

TERM | DEFINITION
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

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TERM | DEFINITION
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

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TERM | DEFINITION
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

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TERM | DEFINITION
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

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TERM | DEFINITION
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

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TERM | DEFINITION
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

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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.
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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.
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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 |  |  |

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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.
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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

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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.
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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.
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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).
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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

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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.
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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

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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

|  | Name, Age, Position and Biographical Data
|  | 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.

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|  | Name, Age, Position and Biographical Data
|  | 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.

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|  | Name, Age, Position and Biographical Data
|  | 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.

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.
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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
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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.
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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.
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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
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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,
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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 Operation s.”
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
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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
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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.
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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
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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.
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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
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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.
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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.
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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

| 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.
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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.
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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-
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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
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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.
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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.
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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 | %

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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
________________________________________________________________________________________________________

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.
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|  | Operating Expense ⇑ $258 million |  |  |

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

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

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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.
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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
________________________________________________________________________________________________________

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.
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DECISION SOLUTIONS REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________

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:
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%.
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RESEARCH AND INSIGHTS REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________

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
________________________________________________________________________________________________________

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.
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|  | MA: Operating and SG&A Expense ⇑ $155 million

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.
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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.
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MOODY'S INVESTORS SERVICE REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________

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
________________________________________________________________________________________________________

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:
* 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.
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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
________________________________________________________________________________________________________

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:
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.
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FIG REVENUE
2024---------------------------------------------------------------------------------------2023
________________________________________________________________________________________________________

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:
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
________________________________________________________________________________________________________

PPIF: Global revenue ⇑ $88 million | U.S. Revenue ⇑ $67 million | Non-U.S. Revenue ⇑ $21 million

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Global PPIF revenue for the years ended December 31, 2024 and 2023 was comprised as follows:
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

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.
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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.
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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:
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–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:
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
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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 | % |  |

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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 |  |  |  |  |

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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
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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;
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–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.
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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
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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 |

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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.
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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 |

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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.
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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

| As of December 31, 2024 |  | As of December 31, 2023 |  |
| MA |  | MIS |  | Total |  | MA |  | MIS |  | Total |  |  |  |  |  |
Capitalized costs to fulfill sales contracts | $ | 39 |  |  | $ | 12 |  |  | $ | 51 |  |  | $ | 35 |  |  | $ | 9 |  |  | $ | 44 |  |  |  |  |  |  |

| Year Ended December 31, 2024 |  | Year Ended December 31, 2023 |  | Year Ended December 31, 2022
| 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 |

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.
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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.
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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 |

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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.
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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 | C$ | — |  |  | $ | — |  |  | C$ | 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 |  |  | $ | — |

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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.
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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
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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.
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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.
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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.
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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 |

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| 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) |

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| 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.
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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 |

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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.
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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 | %

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| 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 |

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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.
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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 |

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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 |

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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 |

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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.
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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.
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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
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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 |

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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.
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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 | %

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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.
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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 |

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| 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 |

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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.
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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.
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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

S-K EXHIBIT NUMBER |  |
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)

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S-K EXHIBIT NUMBER |  |
|  | .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)

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S-K EXHIBIT NUMBER |  |
|  | .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)

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S-K EXHIBIT NUMBER |  |
|  | .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)

*Filed herewith
†Management contract or compensatory plan or arrangement
ITEM 16 FORM 10-K SUMMARY
None.
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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

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