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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, 2023

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 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, 2023 (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately $64 billion.

As of January 31, 2024, 182.5 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 16, 2024, 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						18
			Moody’s Strategy						19
			Prospects for Growth						20
			Competition						21
			Regulation						22
			Intellectual Property						22
			Available Information						23
			Executive Officers of the Registrant						23
Item 1A.			RISK FACTORS						25
Item 1B.			UNRESOLVED STAFF COMMENTS						35
Item 1C.			CYBERSECURITY AND RISK MANAGEMENT						35
Item 2.			PROPERTIES						37
Item 3.			LEGAL PROCEEDINGS						37
Item 4.			MINE SAFETY DISCLOSURES						37
PART II.
Item 5.			MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES						37
			Moody’s Purchases of Equity Securities						37
			Common Stock Information						38
			Equity Compensation Plan Information						38
			Performance Graph						39
Item 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS						40
			The Company						40
			Current Matters Impacting Moody's Business						40
			Critical Accounting Estimates						40
			Reportable Segments						44
			Results of Operations						45
			Market Risk						59
			Liquidity and Capital Resources						60
			Recently Issued Accounting Pronouncements						65
			Contingencies						65
			Forward-Looking Statements						65

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									Page
Item 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK						67
Item 8.			FINANCIAL STATEMENTS						67
Item 9.			CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE						123
Item 9A.			CONTROLS AND PROCEDURES						123
Item 9B.			OTHER INFORMATION						123
Item 9C.			DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS						123
PART III.
Item 10.			DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE						123
Item 11.			EXECUTIVE COMPENSATION						123
Item 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS						123
Item 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE						124
Item 14.			PRINCIPAL ACCOUNTING FEES AND SERVICES						124
PART IV.
Item 15.			EXHIBITS AND FINANCIAL STATEMENT SCHEDULES						124
INDEX TO EXHIBITS									124
Item 16.			FORM 10-K SUMMARY						127
SIGNATURES									128

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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
Annualized Recurring Revenue (ARR)						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
ASR						Accelerated Share Repurchase
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
BES						Business Engagement Survey; A Moody's employee survey that focuses on purpose, leadership, manager effectiveness, wellbeing, 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
Brexit						The withdrawal of the United Kingdom from the European Union
BRG						Business Resource Group
CAO						Chief Administrative Officer
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
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
COLI						Corporate-Owned Life Insurance
Commission						European Commission
Common Stock						The Company’s common stock
Company						Moody’s Corporation and its subsidiaries; MCO; Moody’s
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 2021 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
CreditView						A product offering from MA that incorporates credit ratings, research and data from Moody’s Investors Service plus research, data and content from Moody’s Analytics.
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 SaaS 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
ERS						Enterprise Risk Solutions; a former LOB within MA, which offered risk management software solutions as well as related risk management advisory engagements services
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

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TERM						DEFINITION
EU						European Union
EU AI Act						A proposed regulation in the EU, which would introduce a common regulatory and legal framework for artificial intelligence
EUR						Euros
EURIBOR						The Euro Interbank Offered Rate
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
ELT						Executive Leadership Team
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
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 Brexit
Gen AI						Generative Artificial Intelligence
GRI						Global Reporting Initiative, an international independent standards organization that helps organizations understand and disclose their impact on climate change, human rights and corruption
GLoBE						Global Anti-Base Erosion, also known as "Pillar Two"; 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.
IASB						International Accounting Standards Board
IFRS						International Financial Reporting Standards
Incident Response Plan						The Company's Information Security Incident Response Plan
IOSCO						International Organization of Securities Commissions
IRS						Internal Revenue Service
ISO 27001						An international standard to manage information security
kompany						360kompany AG; a platform for business verification and Know Your Customer (KYC) technology solutions acquired by the Company in February 2022

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TERM						DEFINITION
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
LIBOR						London Interbank Offered Rate
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
Make Whole						The prepayment penalty amount relating to certain Senior Notes, which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal
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
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-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
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
PPIF						Public, project and infrastructure finance; an LOB of MIS
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
RMS Plans						The RMS 2014 Equity Award Plan and the RMS 2015 Equity Incentive Plan
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
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
SOFR						Secured Overnight Financing Rate
SSP						Standalone selling price
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

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TERM						DEFINITION
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.K. Competition & Markets Authority						Government department in the U.K. responsible for strengthening business competition and preventing and reducing anti-competitive activities
U.S.						United States
USD						U.S. dollar
UTPs						Uncertain tax positions
VisibleRisk						A cyber risk ratings joint venture created by Moody’s and Team8, a global venture group
WACC						Weighted Average Cost of Capital
2020 MA Strategic Reorganization Restructuring Program						Restructuring program approved by the chief executive officer of Moody’s on December 22, 2020, relating to a strategic reorganization in the MA reportable segment
2022 - 2023 Geolocation Restructuring Program						Restructuring program approved by the chief executive officer 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