Moody's (MCO) 10-K risk factor changes: FY2023 vs FY2022

In addition to the effects of general economic conditions, including inflation and related monetary policy actions in response to inflation, [added: changes in international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict] and [added: the military conflict in Israel and surrounding areas, 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.

Moody’s Faces Risks Related to U.S. Laws and [removed: Regulations Affecting] [added: Regulations Applicable to] the [added: Financial Industry that Affect the] Credit Rating Industry and Moody’s Customers.

In addition, there may be uncertainty over the scope, [removed: interpretation and] [added: interpretation,] administration [added: and enforcement] of such laws and regulations.

This can result in delayed or reduced sales to such 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 [removed: service] [added: its] agreements with such customers.

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Moody’s Faces Risks Related to Financial Reforms Outside the U.S. Affecting the Credit Rating [removed: Industry] [added: Industry, Moody’s Businesses,] and Moody’s Customers.

In addition to the extensive and evolving U.S. laws and regulations governing the [added: credit rating] industry, foreign jurisdictions have taken measures to regulate CRAs and the markets for credit ratings.

Credit ratings emanating from outside the EU are subject to ESMA’s oversight if they are endorsed into the [removed: EU.][added: EU, and ratings endorsed into the U.K. are similarly subject to oversight of the FCA.]

Future regulations could also affect products and services the Company offers [removed: in the ESG sector.][added: that incorporate or are based on artificial intelligence technologies.]

Following the Brexit implementation period that ended December 31, [removed: 2020] [added: 2020,] the MIS U.K. registered CRA ceased to be registered with and regulated by ESMA and became subject to regulation by the U.K. Financial Conduct Authority [removed: ("FCA").][added: (“FCA”).]

Both of Moody’s segments face risks related to financial reforms outside the U.S. affecting the credit rating [removed: industry] [added: industry, Moody’s businesses,] and Moody’s customers.

[removed: MIS] [added: –MIS] is a registered entity and is therefore subject to formal regulation and periodic or other inspections in the EU and other foreign jurisdictions, such as, but not limited to, Hong Kong and China, where it operates through registered subsidiaries.

Such laws are broadly crafted and the [removed: implementation and] [added: implementation,] interpretation [added: and enforcement] of such laws are subject to the broad discretion of Chinese regulators, which could affect the [removed: Company's] [added: Company’s] ability to conduct business in China.

[removed: For instance,] Moody’s faced numerous class action lawsuits and other litigation, government investigations and inquiries concerning events linked to the U.S. subprime residential mortgage sector and broader deterioration in the credit markets during the financial crisis of 2007-2008.

Evolving expectations on ESG disclosures and reporting could also result in [added: increased regulatory scrutiny and] new regulatory actions at a corporate and business unit level.

Legal proceedings [added: 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 could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions.

See Note [removed: [21](#i86ae42f497e6450b962041cf54bea260_235)] [added: [21](#iffab83b5032543afad81afac2ae14c21_244)] to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces.

The Company’s ability to comply with applicable laws and regulations, including anti-corruption, antitrust and securities trading laws, [added: 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.

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 [removed: markets.][added: markets, including if and how rights in these markets evolve to address advances in LLMs and Gen AI.]

[removed: 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 [removed: Organization for Economic Co-operation and Development,] [added: OECD,] which requires companies to disclose more information to tax authorities on operations around the world, and the [removed: European Union’s] [added: 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 [removed: Internal Revenue Service] [added: IRS] and other tax authorities around the world.

For example, economic uncertainty in the Eurozone or elsewhere, including, but not limited to, in Latin [removed: America] [added: America, China] or [removed: China,] [added: the Middle East,] affects the number of securities offerings undertaken within those particular areas.

–economic and geopolitical [added: events and] market conditions, [added: such as the Russia-Ukraine military conflict and the military conflict in Israel and surrounding areas,] including the effect of these [added: events and] conditions on [removed: customers and] [added: customers,] customer [removed: retention;][added: retention and demands for our products and services;]

–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 [removed: ongoing conflict between Ukraine and Russia, and Venezuela;][added: Russia-Ukraine military conflict;]

[removed: –uncertain and] [added: –uncertain,] evolving [added: and new] laws and regulations, including those applicable to the financial services industries, such as the European Union’s [added: upcoming] implementation of [removed: the Markets in Financial Instruments Directive II, MiFID II,] [added: DORA] in January [removed: 2018,] [added: 2025,] and to the protection of intellectual [removed: property;][added: 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 [added: 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;

–complexities of compliance with employment [removed: laws] [added: laws, various proposed] and [removed: new] [added: enacted] data [added: privacy laws,] and cybersecurity rules in numerous jurisdictions.

Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative [removed: remedies,] [added: 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 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, (iii) locations [removed: in Europe] that may be affected by the [added: Russia-Ukraine military] conflict [added: and the military conflict] in [removed: Russia/Ukraine;] [added: Israel] and [added: surrounding areas; and] (iv) locations in China used for certain Moody’s work.

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 change), natural disasters, fire, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, [removed: pandemic (including the COVID-19 pandemic),] [added: pandemic,] war or otherwise, may impair the Company’s ability to deliver its products and services.

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 [added: experience lower revenues and higher costs.]

Conditions that reduce issuers’ ability or willingness to issue debt securities, such as 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 [removed: Moody’s] [added: MIS] provides ratings services and thereby adversely affect the fees Moody’s earns in its ratings business.

These factors include increases in [added: or uncertainty around] interest rates (as well as [removed: the] related monetary policy by governments in the response to [added: factors such as] inflation), the withdrawal of COVID-19 economic stimulus, inflationary pressures, increases [added: or volatility] in mortgage rates, widening credit spreads, regulatory and political developments (including 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.

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 [removed: investors.][added: investors, and the emergence of LLMs, Gen AI and other technologies may further intensify these pressures.]

Recent weak economic growth has intensified competitive pricing pressures, which may result in customers’ use of free or lower-cost information that is [added: 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.

Factors that may have already affected credibility and could potentially continue to have an impact in this regard include the appearance of a conflict of interest, the performance of securities relative to the rating assigned to such securities, the timing and nature of changes in ratings, 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, [removed: including as to] [added: or] the Company’s recent ESG [removed: initiatives,] [added: initiatives] and [added: our incorporation of climate- and other ESG- related risks in the Company's rating process, and] its implementation with respect to one or more securities 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, [added: 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 [removed: credit rating industry.][added: industries in which the Company operates.]

The markets for credit ratings, research, credit risk management services, business intelligence and analytical services are highly competitive and characterized by rapid technological change, [added: including change based on our Gen AI offerings,] changes in customer and investor demands, and evolving regulatory requirements, industry standards and market preferences.

Competitors may develop quantitative methodologies or related [added: services, including] services [added: based on LLMs and 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.

MOODY'S 2023 10-K 25

These regulations could:

–affect the need for debt securities to be rated;

–expand supervisory remits to include credit ratings issued outside the home jurisdiction and used for regulatory purposes;

–increase the level of competition in the market 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 personal 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.

As part of the legislative package on sustainable finance, in June 2023, the European Commission published a proposal on the transparency and integrity of ESG rating activities.

The Council of the European Union, in December 2023, agreed its position on the draft regulation, which would subject ESG rating and/or score providers to formal regulation and supervision by ESMA.

The draft regulation is now set for negotiations between the European Council and Parliament and is expected to be adopted in 2024.

In March 2023, the FCA initiated a review of competition in the markets for certain types of wholesale market data.

Credit rating data is included as one element of the FCA’s review.

In August 2023, the FCA published an update, determining that its findings did not require a referral to the U.K. Competition & Markets Authority.

However, the FCA also stated that it would continue its analysis and announce any potential remedies in its final report due on or before March 1, 2024.

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Additionally, HM Treasury published a consultation in March 2023 proposing to make firms providing ESG ratings and/or scores to U.K. users (both from the U.K. and abroad) subject to FCA supervision.

The proposals mirror the IOSCO recommendations on ESG ratings and data products providers.

It is unclear if and when the U.K. Government might seek to move forward legislation to enable the FCA to supervise such firms.

The U.K. is also currently developing a voluntary industry-led Code of Conduct for ESG ratings and data providers.

The precise scope and impact of the regulatory developments related to ESG in Europe remain unclear; however, the Company continues to assess the potential impact on both MA and MIS.

MA is licensed in China to provide subscriptions to credit research and ratings data and other information relevant to the financial markets.

This can result in delayed or reduced sales to such 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.

For instance,

MOODY'S 2023 10-K 27

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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.

Additionally, as Moody’s develops its Gen AI product offerings and/or its uses of Gen AI, the Company may face increased regulatory scrutiny and exposure to increased litigation.

Moody’s future tax rates could be affected by changes in the composition of earnings in countries or states with

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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 Two, 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 Two 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 Two global minimum tax proposals on our consolidated financial statements and related disclosures.

MOODY'S 2023 10-K 29

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MOODY'S 2022 10-K 23

These regulations could: (i) affect the need for debt securities to be rated, (ii) expand supervisory remits to include credit ratings issued outside the home jurisdiction and used for regulatory purposes, (iii) increase the level of competition in the market for credit ratings, (iv) establish criteria for credit ratings or limit the entities authorized to provide credit ratings, (v) restrict the collection, use, accuracy, correction and sharing of personal information by CRAs, or (vi) 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.

The FCA also identified some other priority areas where it will be carrying out work relevant to CRAs, including a market study on accessing and using wholesale data and ongoing work on ESG ratings.

24 MOODY'S 2022 10-K

MOODY'S 2022 10-K 25

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MOODY'S 2022 10-K 27

experience lower revenues and higher costs.

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MOODY'S 2022 10-K 29

For example, Moody’s acquired Bureau van Dijk in 2017, Reis in 2018, Regulatory DataCorp (RDC) in 2020, and RMS in 2021.

The Global COVID-19 Pandemic May Have a Material Adverse Impact on the Company’s Operations and Financial Performance.

The Company’s operations and financial performance could be negatively impacted by future effects of the COVID-19 pandemic.

The future impact of the pandemic on the Company’s operations and financial performance as well as the performance of our customers, depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions (including restrictions on travel and workforce pressures); actions taken in response to global and regional economies, travel, and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; the potential emergence of new COVID-19 variants; uncertainty presented by approved vaccines, corresponding rollout and unanticipated consequences of such vaccines; and the pace of recovery as the pandemic subsides.

These future impacts may have the effect of heightening many of the other risks, such as those surrounding cybersecurity due to increased remote work, described in our risk factors in this Form 10-K.

Unauthorized disclosure of

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MOODY'S 2022 10-K 31

See “Forward-Looking Statements” commencing on page [removed: [61](#i86ae42f497e6450b962041cf54bea260_133)] [added: [65](#iffab83b5032543afad81afac2ae14c21_145)] and Item 1A.

“Risk Factors” commencing on page [removed: [23](#i86ae42f497e6450b962041cf54bea260_67)] [added: [25](#iffab83b5032543afad81afac2ae14c21_64)] for a discussion of uncertainties, risks and other factors associated with these statements.

Moody’s is a global integrated risk assessment firm that empowers organizations [removed: and investors] to [removed: make better decisions.][added: anticipate, adapt and thrive in a new era of exponential risk.]

Moody’s reports in two segments: [removed: MIS] [added: MA] and [removed: MA.][added: MIS.]

MA is a global provider of: i) [removed: data and information; ii)] research and insights; [added: ii) data] and [added: information; and] iii) decision solutions, which help companies make better and faster decisions.

The Company [removed: is monitoring] [added: continues to monitor] current macroeconomic and geopolitical uncertainties that have contributed to [removed: declines] [added: volatility] in rated issuance [removed: volumes] [added: volumes, which began] in [removed: 2022.][added: 2022 and have continued into 2023.]

While market volatility [removed: in 2022] has resulted in [removed: declines in] [added: suppressed] rated issuance [removed: volumes,] [added: volumes in certain sectors,] the Company believes that these [removed: declines] [added: suppressed volumes] are predominantly [removed: cyclical] [added: transitory] in nature.

However, due to various uncertainties, Moody's is unable to predict the severity and duration of current macroeconomic and geopolitical uncertainties and their potential impact on future [removed: ratings] [added: rated] issuance volumes.

The Company [removed: is] [added: continues to] closely [removed: monitoring] [added: monitor] the impact of the ongoing [removed: Russia/Ukraine] [added: Russia-Ukraine military] conflict [added: and the military conflict in Israel and surrounding areas] on all aspects of its business.

In response to the [added: Russia-Ukraine military] conflict, the Company is no longer conducting commercial operations in Russia for both [removed: MIS and] MA and [added: MIS and] is complying with all applicable regulatory restrictions set forth by [added: authorities in] the jurisdictions in which Moody's operates.

While Moody's [removed: Russian] operations and net assets [added: in Russia and Israel and surrounding areas] are not material, broader global market volatility, which partially relates to uncertainties surrounding [removed: the conflict,] [added: these military conflicts,] has contributed [added: and may continue] to [removed: an adverse impact on] [added: contribute to volatility in] rated issuance [removed: volumes in 2022.][added: volumes.]

This impact [removed: to] [added: on] rated issuance volumes is more fully discussed in the "Results of Operations" section of this MD&A.

The Company is unable to predict either the near-term or longer-term impact that the [removed: conflict] [added: conflicts] may have on its financial position and operating results due to numerous uncertainties regarding the severity and duration of the [removed: conflict] [added: conflicts] and [removed: its] [added: their] broader potential macroeconomic impact.

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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., [removed: MIS] [added: MA] and [removed: MA),] [added: MIS),] or one level below an operating segment (i.e., a component of an operating segment).

The Company has four reporting units: two [removed: within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations) and 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 [removed: solutions.][added: 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).]

Annual goodwill impairment assessment performed at July 31, [removed: 2022][added: 2023]

At July 31, [removed: 2022,] [added: 2023,] the Company performed qualitative assessments for each of the four reporting units.

[added: 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.

[removed: 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.

The Company is subject to tax audits in [added: the U.S. and] various [added: foreign] jurisdictions.

These costs are amortized to expense on a systematic basis consistent with the [removed: transfer of products or services to the customer for which the asset relates.]

The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, [removed: 2022] [added: 2023] 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.

For Moody’s Retirement Plans, the total actuarial losses as of December 31, [removed: 2022] [added: 2023] that have not been recognized in annual expense are [removed: $68] [added: $72] million, and Moody’s expects the net periodic expense related to the amortization of net actuarial (losses)/gains will be immaterial in [removed: 2023.][added: 2024.]

As permitted under ASC Topic 715, the Company amortizes the impact 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 [removed: amortization.]

As of December 31, [removed: 2022,] [added: 2023,] the Company has an unrecognized loss of [removed: $106] [added: $71] million, of which [removed: $19] [added: $10] million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of [removed: 2023] [added: 2024] expense.

The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s [removed: 2023] [added: 2024] income before provision for income taxes.

These effects have been calculated using the Company’s current projections of [removed: 2023] [added: 2024] expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.

| (dollars in millions) | | | Assumptions Used for [removed: 2023] [added: 2024] | | | | | | Estimated Impact on [removed: 2023] [added: 2024] Income before Provision for Income Taxes (Decrease)/Increase | | |

| Weighted Average Discount Rates (1) | | | [removed: 4.93%/4.90%] [added: 4.73%/4.75%] | | | | | | $ | [removed: (1)] [added: (4)] | |

| Weighted Average Assumed Compensation Growth Rate | | | [removed: 3.63%] [added: 3.60%] | | | | | | $ | 1 | |

| Assumed Long-Term Rate of Return on Pension Assets | | | [removed: 6.55%] [added: 6.10%] | | | | | | $ | (5) | |

(1)Weighted average discount rates of [removed: 4.93%] [added: 4.73%] and [removed: 4.90%] [added: 4.75%] for pension plans and Other Retirement Plans, respectively.

Based on current projections, the Company estimates that expenses related to Retirement Plans will be immaterial in [removed: 2023.][added: 2024.]

The Company is organized into two reportable segments at December 31, [removed: 2022: MIS] [added: 2023: MA] and [removed: MA,] [added: MIS,] which are more fully described in the section entitled “The Company” above and in Note 22 to the consolidated financial statements.

*This section of this Form 10-K generally discusses [added: the] year ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] financial results and year-to-year comparisons between these years.

Discussions related to the year ended December 31, [removed: 2020] [added: 2021] financial results and year-to-year comparisons between the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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, [removed: 2021.*][added: 2022.*]

Year ended December 31, [removed: 2022] [added: 2023] compared with year ended December 31, [removed: 2021][added: 2022]

The following table provides an executive summary of key operating results for the year ended December 31, [removed: 2022.][added: 2023.]

| Financial measure: | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | % Change Favorable / (Unfavorable) | | | Insight and Key Drivers of Change Compared to Prior Year | | |

These uncertainties include, but are not limited to: i) inflation levels; ii) higher interest rates; and iii) volatility in the global capital markets partly resulting from the ongoing military conflicts further discussed below and the failures of certain banking institutions in the first half of 2023.

Military Conflicts

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Differences in the WACC used between reporting units is primarily due to

MOODY'S 2023 10-K 41

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transfer of products or services to the customer for which the asset relates.

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amortization.

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| MA external revenue | | | $ | 3,056 | | $ | 2,769 | | 10 | | % | — sustained demand for KYC solutions, as well as continued growth from insurance products and SaaS-based banking offerings; — ongoing strong retention for ratings data feeds; and — elevated usage and demand for credit and economic research | | |

| MIS external revenue | | | $ | 2,860 | | $ | 2,699 | | 6 | | % | — increased investment-grade/speculative-grade corporate debt issuance coupled with higher infrastructure finance issuance relative to suppressed activity in the prior year; and — increases in banking-related revenue mainly due to favorable mix of infrequent issuers, as well as higher issuance volumes; *partially offset by* — declines across most asset classes in SFG reflecting a decrease in securitization activity amidst capital market volatility | | |

| Total non-operating (expense) income, net | | | $ | (202) | | $ | (123) | | (64 | | %) | — higher realized losses of $81 million on fixed-to-floating interest rate swaps resulting from higher interest rates (more fully discussed in Note 7 to the consolidated financial statements); — a $70 million gain on extinguishment of debt in in the prior year; and — a $20 million net increase in foreign exchange losses recorded during the year; *partially offset by* — an increase in interest income of $48 million related to higher cash balances and interest yields; — higher gains on certain of the Company's investments of $28 million; and — a $22 million benefit related to the resolutions of tax matters in the first quarter of 2023 | | |

| Operating Margin | | | 36.1 | | % | 34.4 | | % | 170BPS | | | — operating margin and Adjusted Operating Margin(1) expansion is primarily due to revenue growth, partially offset by increases in operating and SG&A costs | | |

| ETR | | | 16.9 | | % | 21.9 | | % | 500BPS | | | — lower 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 | | | $ | 8.73 | | $ | 7.44 | | 17 | | % | — increase in Diluted EPS and Adjusted Diluted EPS(1) is mostly attributable to growth in operating income/Adjusted Operating Income(1) coupled with a $0.76/share benefit related to the resolutions of tax matters in the first quarter of 2023, compared to $0.12/share for similar matters in the first quarter of 2022 | | |

46 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| SG&A | | | 1,632 | | | | | | 1,527 | | | | | | (7 | | %) |

| ETR | | | 16.9 | | % | | | | 21.9 | | % | | | | | | |

2023\---------------------------------------------------------------------------------------2022

   

Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally.

MOODY'S 2023 10-K 47

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| Compensation expenses of $1,224 million increased $73 million primarily reflecting: | | | Non-compensation expenses of $463 million increased $1 million: | | |

| — an increase in incentive compensation accruals and performance-based equity compensation that aligns with actual/projected financial and operating performance; and | | | — expenses were generally in line with the prior year and reflective of disciplined cost management | | |

| — higher salaries and benefits that reflects hiring and salary increases, primarily in MA to support continued growth in the business. | | | | | |

| | | | | | | SG&A Expense ⇑ $105 million | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| — an increase in incentive compensation accruals and performance-based equity compensation that aligns with actual/projected financial and operating performance; and | | | — expenses were generally in line with prior year and reflective of disciplined cost management | | |

| — an increase in salaries and benefits that reflects headcount growth and annual salary increases, primarily to support business growth in MA | | | | | |

Refer to Item 1A.

Russia/Ukraine Conflict

COVID-19

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business.

The Company continues to monitor regional developments relating to the COVID-19 pandemic to inform decisions regarding its offices and its business travel policies.

As of the date of the filing of this annual report on Form 10-K, the Company has reopened all of its offices for employees to access.

The COVID-19 pandemic has not had a material adverse impact on the Company's reported results to date and is currently not expected to have a material adverse impact on its financial outlook.

“Risk Factors” for further disclosure relating to the risks of the COVID-19 pandemic on the Company's business.

MOODY'S 2022 10-K 35

The cost of debt component is calculated as the

36 MOODY'S 2022 10-K

MOODY'S 2022 10-K 37

38 MOODY'S 2022 10-K

MOODY'S 2022 10-K 39

Impact of acquisitions/divestitures on comparative results

Moody’s completed the following acquisitions, which impact the Company's year-over-year comparative results:

–Cortera on March 19, 2021;

–RMS on September 15, 2021;

–RealXData on September 17, 2021;

–PassFort on November 30, 2021; and

–kompany on February 28, 2022.

Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definitions of how the Company determines certain organic growth measures used in this MD&A that exclude the impact of acquisition activity.

40 MOODY'S 2022 10-K

| MIS external revenue | | | $ | 2,699 | | $ | 3,812 | | (29 | | %) | — credit market activity remained muted across all sectors given ongoing market volatility, central bank actions, high levels of balance sheet cash, as well as heightened inflationary and recessionary concerns | | |

| MA external revenue | | | $ | 2,769 | | $ | 2,406 | | 15 | | % | — inorganic growth from acquisitions; and — strong organic growth across all LOBs, most notably for KYC and compliance solutions coupled with continued strong retention and demand for credit research, analytics and models | | |

| Total operating and SG&A expenses | | | $ | 3,140 | | $ | 3,117 | | (1 | | %) | — operational and integration costs associated with recent acquisitions; and — increases in hiring and salary growth; *mostly offset by:* — lower incentive compensation accruals and performance-based equity compensation; and — favorable changes in FX translation rates | | |

| Total non-operating (expense) income, net | | | $ | (123) | | $ | (89) | | (38 | | %) | — a $45 million benefit in 2021 related to the reversal of tax-related interest accruals pursuant to the resolution of uncertain tax positions; — a $36 million non-cash gain in 2021 relating to the exchange of the Company's minority investment in VisibleRisk for shares of BitSight; — a $31 million increase in interest expense in 2022 primarily due to debt issued late in 2021 and in 2022; and — $20 million in FX translation losses reclassified to earnings in 2022 resulting from the Company no longer conducting commercial operations in Russia; *partially offset by:* — a $70 million gain on extinguishment of debt in 2022, as more fully discussed in Note 18 to the consolidated financial statements | | |

| Operating Margin | | | 34.4 | | % | 45.7 | | % | (1,130BPS) | | | — margin declines are primarily due to the aforementioned decrease in MIS revenue | | |

| ETR | | | 21.9 | | % | 19.6 | | % | (230BPS) | | | — tax benefits realized upon resolution of uncertain tax positions during 2021 that did not recur to the same extent in 2022; and — a non-deductible loss in 2022 associated with the Company no longer conducting commercial operations in Russia | | |

| Diluted EPS | | | $ | 7.44 | | $ | 11.78 | | (37) | | % | — primarily due to declines in MIS revenue | | |

MOODY'S 2022 10-K 41

| | | | 2022 | | | | | | 2021 | | | | | | | | |

| SG&A | | | 1,527 | | | | | | 1,480 | | | | | | (3 | | %) |

| Effective tax rate | | | 21.9 | | % | | | | 19.6 | | % | | | | | | |

2022\---------------------------------------------------------------------------------------2021

The decrease in global revenue reflected declines in MIS in all regions, partially offset by growth in MA in all regions.

42 MOODY'S 2022 10-K

Changes in foreign currency translation rates unfavorably impacted global revenue by three percent.

Organic constant currency revenue(1) for MCO decreased 13%.

| — approximately $55 million in higher compensation costs capitalized in 2022 reflecting certain product development in the MA operating segment; | | | — inorganic growth from acquisitions of approximately $45 million; *partially offset by:* | | |

Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page [removed: [53](#i86ae42f497e6450b962041cf54bea260_115)] [added: [59](#iffab83b5032543afad81afac2ae14c21_121)] of this annual report on Form 10-K.

Moody’s is a global integrated risk assessment firm that empowers organizations [removed: and investors] to [removed: make better decisions.][added: anticipate, adapt and thrive in a new era of exponential risk.]

| [removed: ] [added: Moody's] | | | [added: ] | | | [removed: ] | | | [added: ] | | | [removed: ] | | | [added: ] | | | [added: | | |  | | | | | | | | |]

| [removed: ] [added: ] | | | [removed: Independent provider] [added: Provider] of [removed: credit rating opinions] [added: financial intelligence] and [removed: related information for over 100 years] [added: analytical tools supporting customers’ growth, efficiency and risk management objectives] | | | [removed: ] | | | [removed: Global integrated risk assessment firm providing credit rating opinions, analytical solutions and insights that empower organizations to make better, faster decisions] | | | [removed: ] | | | [removed: Provider] [added:  | | | Independent provider] of [removed: financial intelligence and analytical tools supporting customers’ growth, efficiency] [added: credit rating opinions] and [removed: risk management objectives] [added: related information for over 100 years] | | |

[removed: | | | |  | | | | | | 2007 - 2016 | | | | | |][added: ]

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

[removed: Moody's Investors Service (MIS)] [added: 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.

A rating from [removed: MIS] [added: Moody’s] enables issuers to create timely, go-to-market debt strategies [removed: in order] [added: with the ability] to capture wider investor focus and [removed: deeper liquidity options.][added: provides investors with a comprehensive view of global debt markets through our credit ratings and research.]

| [removed: ] [added: ] | | | [added: 14,800+] | | | [removed: ] | | | [added: ] | | | [removed: ] [added: 6,600+] | | | | | | [removed: ] [added: ] | | | [added: 900+ | | |]

| [removed: ] | | | [removed: 33,900 +] | | | | | | [removed: ] [added: ] | | | [removed: 5,100+] [added: 1,900+] | | | | | | [removed: ] [added: ] | | | [removed: 3,400+] [added: 100+] | | |

| [added: Total] Rated [removed: Organizations and Structured Deals] [added: Debt Outstanding] | | | | | | Non-Financial Corporates | | | | | | Financial Institutions | | | | | | | | | | | |

| [removed: Total] Rated [removed: Debt Outstanding] [added: Organizations and Structured Deals] | | | | | | U.S. Public Finance Issuers | | | | | | Structured Finance Deals | | | | | | | | | | | |

| [removed: ] | | | [removed: 190+] | | | | | | [removed: ] [added: ] | | | [removed: 1,000+] [added: 800+] | | | | | | [removed: ] | | | [removed: 340+] | | |

| [removed: | | |] [added: ] | | | | | | [removed: ] [added: ] | | | [removed: 144] | | | [added: ] | | | [removed: ] | | | [removed: 46] [added: ] | | |

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 [removed: ESG research, data] [added: Second Party Opinions] and [removed: assessments] [added: Net Zero Assessments] and revenue from ICRA's non-ratings operations.

| [added: ] | | | [removed: ] [added: Evolving regulatory environment] | | | [removed: Complex] [added:  | | | Fluctuations in] credit and financial markets | | | [removed: | | | | | | | | | | | | | | |]

| [removed: ] | | | [removed: 15,200 +] | | | | | | [removed: ] [added: ] | | | [removed: 4,400+] [added: 900+] | | | | | | [removed: ] [added: ] | | | [removed: 900+] [added: 400+] | | |

| [removed: MA Customers] | | | | | | [removed: Corporates] | | | [added: Insurance Companies] | | | [removed: Insurance Companies] | | | | | | | | | | | |

| Countries where MA customers operate | | | | | | Commercial Banks | | | | | | [removed: Real Estate Entities] [added: Educational Institutions] | | | | | | | | | | | |

[removed: | | | | | | | | | |  | | | 1,900+ | | | | | |  | | | 200+ | | |][added:  ]

Moody’s manages its business with the goal of delivering value to all of its stakeholders, including [removed: but not limited to,] its customers, employees, business partners, local communities and stockholders.

As part of this effort, Moody’s advances [added: its commitment to] sustainability by considering [removed: environmental, social, and governance (“ESG”)] [added: ESG] factors in its operations, [added: value chain,] products and services.

[removed: The Company] [added: It] uses its expertise and assets to make a positive difference through technology tools, research and analytical services that help other organizations and the investor community better understand the links between sustainability considerations and the global markets.

Moody’s efforts to promote sustainability-related thought leadership, assessments and data to market participants [removed: include] [added: involve] adhering to [removed: the policies of] [added: globally] recognized [removed: sustainability organizations that develop] standards [removed: or frameworks and/or evaluate and assess performance, including:] [added: including] the [removed: Global Reporting Initiative (GRI); Sustainability Accounting Standards Board (SASB);] [added: GRI, SASB] and [removed: the World Economic Forum (WEF)’s Stakeholder Capitalism metrics.][added: TCFD recommendations.]

The Board oversees sustainability [removed: matters, with assistance from] [added: matters via] the Audit, Governance & [removed: Nominating] [added: Nominating,] and Compensation & Human Resources Committees, as part of its oversight of management and the Company’s overall strategy.

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 the credit methodologies and credit ratings of [removed: MIS.][added: MIS, or analysis of such risks within MA's products and services.]

[removed: |  | | | | | | | | |  | | | | | | | | |  | | | | | |][added:  ]

| Strive to embed responsible, sustainable decision-making into our operations and value chain. | | | | | | | | | Aim to foster a nurturing and inclusive culture across Moody's people and communities. | | | | | | | | | Deliver trusted perspectives [removed: on financial materiality and sustainability performance] that [removed: help our customers decode risk] [added: inform a clear] and [removed: unlock opportunity.] [added: holistic understanding of ESG risk.] | | | | | |

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the number of Moody’s employees was as follows:

| MIS | | | U.S. | | | | | | [removed: 1,538] [added: 1,490] | | | | | | [removed: 1,459] [added: 1,538] | | | | | | | | | | | | [removed: 5] [added: (3)] | | % |

| | | | Non-U.S. | | | | | | [removed: 3,981] [added: 3,855] | | | | | | [removed: 3,836] [added: 3,981] | | | | | | | | | | | | [removed: 4] [added: (3)] | | % |

| | | | Total | | | | | | [removed: 5,519] [added: 5,345] | | | | | | [removed: 5,295] [added: 5,519] | | | | | | | | | | | | [removed: 4] [added: (3)] | | % |

| MA | | | U.S. | | | | | | [removed: 2,789] [added: 2,995] | | | | | | [removed: 2,647] [added: 2,789] | | | | | | | | | | | | [removed: 5] [added: 7] | | % |

| | | | Non-U.S. | | | | | | [removed: 4,333] [added: 4,858] | | | | | | [removed: 3,882] [added: 4,333] | | | | | | | | | | | | 12 | | % |

| | | | Total | | | | | | [removed: 7,122] [added: 7,853] | | | | | | [removed: 6,529] [added: 7,122] | | | | | | | | | | | | [removed: 9] [added: 10] | | % |

| MSS | | | U.S. | | | | | | [removed: 741] [added: 744] | | | | | | [removed: 728] [added: 741] | | | | | | | | | | | | [removed: 2] [added: —] | | % |

| | | | Non-U.S. | | | | | | [removed: 1,044] [added: 1,209] | | | | | | [removed: 908] [added: 1,044] | | | | | | | | | | | | [removed: 15] [added: 16] | | % |

| | | | Total | | | | | | [removed: 1,785] [added: 1,953] | | | | | | [removed: 1,636] [added: 1,785] | | | | | | | | | | | | 9 | | % |

| Total MCO | | | U.S. | | | | | | [removed: 5,068] [added: 5,229] | | | | | | [removed: 4,834] [added: 5,068] | | | | | | | | | | | | [removed: 5] [added: 3] | | % |

| | | | Non-U.S. | | | | | | [removed: 9,358] [added: 9,922] | | | | | | [removed: 8,626] [added: 9,358] | | | | | | | | | | | | [removed: 8] [added: 6] | | % |

| | | | Total | | | | | | [removed: 14,426] [added: 15,151] | | | | | | [removed: 13,460] [added: 14,426] | | | | | | | | | | | | [removed: 7] [added: 5] | | % |

Moody's is empowering organizations to make better decisions.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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 our 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.

|  | | | | | | | | | | | |  | | | | | | | | |

10 MOODY'S 2023 10-K

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 SaaS businesses serving banking, insurance and KYC workflows (Decision Solutions).

MA creates a holistic view on risk provided by our vast set of proprietary data, analytics, and domain expertise across a range of areas, including credit, companies, properties, securities, people, economies, ESG, climate and more.

MA's integrated and technology-enabled solutions provide unique capabilities and insights that are embedded in customer workflows.

MOODY'S 2023 10-K 11

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| MA Customers | | | | | | Corporates and Professional Services | | | | | | Real Estate Entities | | | | | | | | | | | |

|  | | | 160+ | | | | | |  | | | 2,600+ | | | | | |  | | | 600+ | | |

12 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

MIS is a leading global provider of credit ratings, research, and risk analysis.

Moody’s trusted insights can help decision-makers navigate the safest path through market turmoil and volatility.

|  | | | ~$74 trillion | | | | | |  | | | 4,800+ | | | | | |  | | | 3,300+ | | |

|  | | | 33,200+ | | | | | |  | | | 14,700+ | | | | | |  | | | 8,900+ | | |

|  | | | 190+ | | | | | |  | | | 1,000+ | | | | | |  | | | 370+ | | |

| | | | | | | | | |  | | | 144 | | | | | |  | | | 47 | | |

MOODY'S 2023 10-K 13

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

Moody's received the following awards and recognition for its sustainability- related efforts during 2023:

–Named 2022 CDP Supplier Engagement Leader on Climate Action for third consecutive year;

–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;

–Named to Bloomberg Gender-Equality Index for fourth consecutive year; and

–Ranked #1 on Forbes' Net Zero Leaders list.

|  | | | | | | | | |  | | | | | | | | |  | | | | | |

14 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

Moody’s reports activities in two segments: MIS and MA.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Moody's has evolved over the last 15+ years, expanding its suite of capabilities in line with customer needs | | | | | | | | | | | | | | |

| | | | | | | Expanded beyond ratings agency | | | | | | | | |

| | | | | | | •Established Moody’s Analytics*,* risk assessment franchise serving primarily banks and insurance companies •Expanded economic data and modeling capabilities •Expanded ratings to China (i.e., CCXI) | | | | | | | | |

| | | |  | | | | | | 2017 - 2022 | | | | | |

| | | | | | | Built out substantial data and analytics capabilities | | | | | | | | |

| | | | | | | •Complemented risk management software business with private company information (i.e., BvD) •Accelerated capability expansion (e.g., company database, CRE data, ESG data, KYC suite) •Invested in insurance data and analytics capabilities, including weather and disaster modeling (i.e., RMS) | | | | | | | | |

| | | |  | | | | | | 2023 and beyond | | | | | |

| | | | | | | Positioned to serve a wide range of risk assessment markets | | | | | | | | |

| | | | | | | •Competitive differentiator: integration of data and analytics combined with expertise and technology enablement •Further investment in data and analytics capabilities such as CRE, ESG, Climate and Cyber to serve high growth risk assessment use cases | | | | | | | | |

10 MOODY'S 2022 10-K

Ratings revenue is derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their debt issues to investors.

Ratings are disseminated via press releases to the public primarily through a variety of electronic media, including the internet and real-time information systems widely used by securities traders and investors.

|  | | | ~$73 trillion | | | | | |  | | | 15,100+ | | | | | |  | | | 8,600+ | | |

MOODY'S 2022 10-K 11

Moody's Analytics (MA) is a global provider of: i) data and information; ii) research and insights; and iii) decision solutions, which help customers navigate increasingly complex risks.

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.

MA’s proprietary data, research and analytics combined with cloud-based software tools deliver solutions to meet customer needs as they arise.

MA’s subscription businesses provide a significant base of recurring revenue to mitigate cyclical changes in debt issuance volumes that may result in volatility in MIS’s revenues.

| Helping Customers Navigate Increasing Global Risks | | | | | | | | | | | | | | | | | | | | | | | |

| | | | GLOBAL RISKS | | | | | | | | | MA PROVIDES AN INTEGRATED VIEW OF RISK | | | | | | | | | | | |

| | | |  | | | Heightened operational and reputational risks | | | | | | 1 | | | Proprietary data with models, software and expertise that empower customers to better measure, monitor and manage various types of risk | | | | | | | | |

| | | |  | | | Evolving regulatory environment | | | | | | 2 | | | Unparalleled ability to integrate risk capabilities for unique insights | | | | | | | | |

| | | |  | | | Climate change | | | | | | 3 | | | Tech-enabled solutions deeply embedded in customers’ workflows | | | | | | | | |

| | | |  | | | Fintech disruption & digitization | | | | | | | | | | | | | | | | | |

|  | | | 165+ | | | | | |  | | | 2,600+ | | | | | |  | | | 900+ | | |

| | | | | | | | | |  | | | 2,300+ | | | | | |  | | | 600+ | | |

| | | | | | | | | | Professional Services | | | | | | Educational Institutions | | | | | | | | |

| | | | | | | | | |  | | | 900+ | | | | | |  | | | 500+ | | |

12 MOODY'S 2022 10-K

Moody's also issues an annual report on Stakeholder Sustainability and its implementation of the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations.

Moody’s sustainability-related achievements in 2022 included the following:

–Validated Moody’s long-term net-zero targets with SBTi;

–Rolled out an all-employee training on Sustainability and ESG;

–Received the following awards/recognition: i) featured on the 2022 CDP ‘A List’ for Climate Action for third consecutive year; ii) included in FTSE4Good Index Series for the fourth consecutive year; iii) received ‘Net Zero Transition’ award from Reuters Responsible Business; iv) named ‘Climate Leader’ by the Finance of the Future Awards; v) awarded 'Best ESG Reporting (large-cap)' from IR Magazine U.S. 2022; vi) received ‘Sustainability reporting of the year – Americas’ from Environmental Finance Company Awards 2022; and vii) included in the Dow Jones Sustainability World Index for the first time;

–Published Moody’s 2021 Stakeholder Sustainability report and 2021 TCFD report; and

For information regarding legal proceedings, see Part II, Item 8 [removed: –“Financial Statements”,] [added: – “Financial Statements,”] Note 21 “Contingencies” in this Form 10-K.

FOR THE FISCAL YEAR ENDED December 31, [removed: 2022][added: 2023]

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, [removed: 2022] [added: 2023] (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately [removed: $50] [added: $64] billion.

As of January 31, [removed: 2023, 183.2] [added: 2024, 182.5] million shares of Common Stock of Moody’s Corporation were outstanding.

Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April [removed: 18, 2023,] [added: 16, 2024,] are incorporated by reference into Part III of this Form 10-K.

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

| | | | | | | | | | [removed: Page(s)] [added: Page] | | |

| | | | [Glossary of Terms and [removed: Abbreviations](#i86ae42f497e6450b962041cf54bea260_10)] [added: Abbreviations](#iffab83b5032543afad81afac2ae14c21_10)] | | | | | | [removed: [4](#i86ae42f497e6450b962041cf54bea260_10)\-9] [added: [4](#iffab83b5032543afad81afac2ae14c21_10)] | | |

| Item 1. | | | [removed: [BUSINESS](#i86ae42f497e6450b962041cf54bea260_16)] [added: [BUSINESS](#iffab83b5032543afad81afac2ae14c21_16)] | | | | | | [removed: [10](#i86ae42f497e6450b962041cf54bea260_16)] [added: [10](#iffab83b5032543afad81afac2ae14c21_16)] | | |

| | | | [The [removed: Company](#i86ae42f497e6450b962041cf54bea260_22)] [added: Company](#iffab83b5032543afad81afac2ae14c21_22)] | | | | | | [removed: [10](#i86ae42f497e6450b962041cf54bea260_22)\-13] [added: [10](#iffab83b5032543afad81afac2ae14c21_22)] | | |

| | | | [Human [removed: Capital](#i86ae42f497e6450b962041cf54bea260_37)] [added: Capital](#iffab83b5032543afad81afac2ae14c21_37)] | | | | | | [removed: [1](#i86ae42f497e6450b962041cf54bea260_37)4-16] [added: [15](#iffab83b5032543afad81afac2ae14c21_37)] | | |

| | | | [Moody’s [removed: Strategy](#i86ae42f497e6450b962041cf54bea260_43)] [added: Strategy](#iffab83b5032543afad81afac2ae14c21_43)] | | | | | | [removed: [17](#i86ae42f497e6450b962041cf54bea260_43)] [added: [19](#iffab83b5032543afad81afac2ae14c21_43)] | | |

| | | | [Prospects for [removed: Growth](#i86ae42f497e6450b962041cf54bea260_46)] [added: Growth](#iffab83b5032543afad81afac2ae14c21_46)] | | | | | | [removed: [18](#i86ae42f497e6450b962041cf54bea260_46)\-19] [added: [20](#iffab83b5032543afad81afac2ae14c21_46)] | | |

| | | | [Intellectual [removed: Property](#i86ae42f497e6450b962041cf54bea260_55)] [added: Property](#iffab83b5032543afad81afac2ae14c21_55)] | | | | | | [removed: [20](#i86ae42f497e6450b962041cf54bea260_55)\-21] [added: [22](#iffab83b5032543afad81afac2ae14c21_55)] | | |

| | | | [Available [removed: Information](#i86ae42f497e6450b962041cf54bea260_61)] [added: Information](#iffab83b5032543afad81afac2ae14c21_58)] | | | | | | [removed: [21](#i86ae42f497e6450b962041cf54bea260_61)] [added: [23](#iffab83b5032543afad81afac2ae14c21_58)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i86ae42f497e6450b962041cf54bea260_64)] [added: Registrant](#iffab83b5032543afad81afac2ae14c21_61)] | | | | | | [removed: [21](#i86ae42f497e6450b962041cf54bea260_64)\-22] [added: [23](#iffab83b5032543afad81afac2ae14c21_61)] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#i86ae42f497e6450b962041cf54bea260_67)] [added: FACTORS](#iffab83b5032543afad81afac2ae14c21_64)] | | | | | | [removed: [23](#i86ae42f497e6450b962041cf54bea260_67)\-32] [added: [25](#iffab83b5032543afad81afac2ae14c21_64)] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i86ae42f497e6450b962041cf54bea260_70)] [added: COMMENTS](#iffab83b5032543afad81afac2ae14c21_67)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_70)] [added: [35](#iffab83b5032543afad81afac2ae14c21_67)] | | |

| Item 2. | | | [removed: [PROPERTIES](#i86ae42f497e6450b962041cf54bea260_73)] [added: [PROPERTIES](#iffab83b5032543afad81afac2ae14c21_70)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_73)] [added: [37](#iffab83b5032543afad81afac2ae14c21_70)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#i86ae42f497e6450b962041cf54bea260_76)] [added: PROCEEDINGS](#iffab83b5032543afad81afac2ae14c21_73)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_76)] [added: [37](#iffab83b5032543afad81afac2ae14c21_73)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i86ae42f497e6450b962041cf54bea260_79)] [added: DISCLOSURES](#iffab83b5032543afad81afac2ae14c21_76)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_79)] [added: [37](#iffab83b5032543afad81afac2ae14c21_76)] | | |

| [PART [removed: II.](#i86ae42f497e6450b962041cf54bea260_82)] [added: II.](#iffab83b5032543afad81afac2ae14c21_79)] | | | | | | | | | | | |

| Item 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i86ae42f497e6450b962041cf54bea260_85)] [added: SECURITIES](#iffab83b5032543afad81afac2ae14c21_82)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_85)] [added: [37](#iffab83b5032543afad81afac2ae14c21_82)] | | |

| | | | [Moody’s Purchases of Equity [removed: Securities](#i86ae42f497e6450b962041cf54bea260_88)] [added: Securities](#iffab83b5032543afad81afac2ae14c21_85)] | | | | | | [removed: [32](#i86ae42f497e6450b962041cf54bea260_88)] [added: [37](#iffab83b5032543afad81afac2ae14c21_85)] | | |

| | | | [Common Stock [removed: Information](#i86ae42f497e6450b962041cf54bea260_91)] [added: Information](#iffab83b5032543afad81afac2ae14c21_88)] | | | | | | [removed: [33](#i86ae42f497e6450b962041cf54bea260_91)] [added: [38](#iffab83b5032543afad81afac2ae14c21_88)] | | |

| | | | [Equity Compensation Plan [removed: Information](#i86ae42f497e6450b962041cf54bea260_94)] [added: Information](#iffab83b5032543afad81afac2ae14c21_91)] | | | | | | [removed: [33](#i86ae42f497e6450b962041cf54bea260_94)] [added: [38](#iffab83b5032543afad81afac2ae14c21_91)] | | |

| | | | [Performance [removed: Graph](#i86ae42f497e6450b962041cf54bea260_97)] [added: Graph](#iffab83b5032543afad81afac2ae14c21_94)] | | | | | | [removed: [34](#i86ae42f497e6450b962041cf54bea260_97)] [added: [39](#iffab83b5032543afad81afac2ae14c21_94)] | | |

| Item 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i86ae42f497e6450b962041cf54bea260_100)] [added: OPERATIONS](#iffab83b5032543afad81afac2ae14c21_97)] | | | | | | [removed: [35](#i86ae42f497e6450b962041cf54bea260_100)] [added: [40](#iffab83b5032543afad81afac2ae14c21_97)] | | |

| | | | [Current Matters Impacting Moody's [removed: Business](#i86ae42f497e6450b962041cf54bea260_3060)] [added: Business](#iffab83b5032543afad81afac2ae14c21_103)] | | | | | | [removed: [35](#i86ae42f497e6450b962041cf54bea260_3060)] [added: [40](#iffab83b5032543afad81afac2ae14c21_103)] | | |

| | | | [Critical Accounting [removed: Estimates](#i86ae42f497e6450b962041cf54bea260_106)] [added: Estimates](#iffab83b5032543afad81afac2ae14c21_106)] | | | | | | [removed: [35](#i86ae42f497e6450b962041cf54bea260_106)\-39] [added: [40](#iffab83b5032543afad81afac2ae14c21_106)] | | |

| | | | [Reportable [removed: Segments](#i86ae42f497e6450b962041cf54bea260_109)] [added: Segments](#iffab83b5032543afad81afac2ae14c21_109)] | | | | | | [removed: [39](#i86ae42f497e6450b962041cf54bea260_109)] [added: [44](#iffab83b5032543afad81afac2ae14c21_109)] | | |

| | | | [Results of [removed: Operations](#i86ae42f497e6450b962041cf54bea260_112)] [added: Operations](#iffab83b5032543afad81afac2ae14c21_112)] | | | | | | [removed: [40](#i86ae42f497e6450b962041cf54bea260_112)\-53] [added: [45](#iffab83b5032543afad81afac2ae14c21_112)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i86ae42f497e6450b962041cf54bea260_118)] [added: Resources](#iffab83b5032543afad81afac2ae14c21_124)] | | | | | | [removed: [55](#i86ae42f497e6450b962041cf54bea260_118)\-61] [added: [60](#iffab83b5032543afad81afac2ae14c21_124)] | | |

| | | | [Recently Issued Accounting [removed: Pronouncements](#i86ae42f497e6450b962041cf54bea260_127)] [added: Pronouncements](#iffab83b5032543afad81afac2ae14c21_139)] | | | | | | [removed: [61](#i86ae42f497e6450b962041cf54bea260_127)] [added: [65](#iffab83b5032543afad81afac2ae14c21_139)] | | |

| | | | [Forward-Looking [removed: Statements](#i86ae42f497e6450b962041cf54bea260_133)] [added: Statements](#iffab83b5032543afad81afac2ae14c21_145)] | | | | | | [removed: [61](#i86ae42f497e6450b962041cf54bea260_133)\-62] [added: [65](#iffab83b5032543afad81afac2ae14c21_145)] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i86ae42f497e6450b962041cf54bea260_136)] [added: RISK](#iffab83b5032543afad81afac2ae14c21_148)] | | | | | | [removed: [63](#i86ae42f497e6450b962041cf54bea260_136)] [added: [67](#iffab83b5032543afad81afac2ae14c21_148)] | | |

| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i86ae42f497e6450b962041cf54bea260_253)] [added: DISCLOSURE](#iffab83b5032543afad81afac2ae14c21_262)] | | | | | | [removed: [121](#i86ae42f497e6450b962041cf54bea260_253)] [added: [123](#iffab83b5032543afad81afac2ae14c21_262)] | | |

| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i86ae42f497e6450b962041cf54bea260_256)] [added: PROCEDURES](#iffab83b5032543afad81afac2ae14c21_265)] | | | | | | [removed: [121](#i86ae42f497e6450b962041cf54bea260_256)] [added: [123](#iffab83b5032543afad81afac2ae14c21_265)] | | |

| Item 9B. | | | [OTHER [removed: INFORMATION](#i86ae42f497e6450b962041cf54bea260_259)] [added: INFORMATION](#iffab83b5032543afad81afac2ae14c21_268)] | | | | | | [removed: [121](#i86ae42f497e6450b962041cf54bea260_259)] [added: [123](#iffab83b5032543afad81afac2ae14c21_268)] | | |

| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i86ae42f497e6450b962041cf54bea260_262)] [added: INSPECTIONS](#iffab83b5032543afad81afac2ae14c21_271)] | | | | | | [removed: [121](#i86ae42f497e6450b962041cf54bea260_262)] [added: [123](#iffab83b5032543afad81afac2ae14c21_271)] | | |

| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i86ae42f497e6450b962041cf54bea260_268)] [added: GOVERNANCE](#iffab83b5032543afad81afac2ae14c21_277)] | | | | | | [removed: [121](#i86ae42f497e6450b962041cf54bea260_268)] [added: [123](#iffab83b5032543afad81afac2ae14c21_277)] | | |

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).

MOODY'S 2023 10-K 1

| [PART I.](#iffab83b5032543afad81afac2ae14c21_13) | | | | | | | | | | | |

| | | | [Background](#iffab83b5032543afad81afac2ae14c21_19) | | | | | | [10](#iffab83b5032543afad81afac2ae14c21_19) | | |

| | | | [S](#iffab83b5032543afad81afac2ae14c21_31)[ustainability](#iffab83b5032543afad81afac2ae14c21_31) | | | | | | [14](#iffab83b5032543afad81afac2ae14c21_31) | | |

| | | | [Climate](#iffab83b5032543afad81afac2ae14c21_40) | | | | | | [18](#iffab83b5032543afad81afac2ae14c21_40) | | |

| | | | [Competition](#iffab83b5032543afad81afac2ae14c21_49) | | | | | | [21](#iffab83b5032543afad81afac2ae14c21_49) | | |

| | | | [Regulation](#iffab83b5032543afad81afac2ae14c21_52) | | | | | | [22](#iffab83b5032543afad81afac2ae14c21_52) | | |

| Item 1C. | | | [CYBERSECURITY AND RISK MANAGEMENT](#iffab83b5032543afad81afac2ae14c21_3176) | | | | | | [35](#iffab83b5032543afad81afac2ae14c21_3176) | | |

| | | | [The Company](#iffab83b5032543afad81afac2ae14c21_100) | | | | | | [40](#iffab83b5032543afad81afac2ae14c21_100) | | |

| | | | [Market Risk](#iffab83b5032543afad81afac2ae14c21_121) | | | | | | [59](#iffab83b5032543afad81afac2ae14c21_121) | | |

| | | | [Contingencies](#iffab83b5032543afad81afac2ae14c21_142) | | | | | | [65](#iffab83b5032543afad81afac2ae14c21_142) | | |

2 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| | | | | | | | | | Page | | |

| Item 8. | | | [FINANCIAL STATEMENTS](#iffab83b5032543afad81afac2ae14c21_151) | | | | | | [67](#iffab83b5032543afad81afac2ae14c21_151) | | |

| [PART III.](#iffab83b5032543afad81afac2ae14c21_274) | | | | | | | | | | | |

| [PART IV.](#iffab83b5032543afad81afac2ae14c21_292) | | | | | | | | | | | |

| [INDEX TO EXHIBITS](#iffab83b5032543afad81afac2ae14c21_295) | | | | | | | | | [124](#iffab83b5032543afad81afac2ae14c21_295) | | |

| [SIGNATURES](#iffab83b5032543afad81afac2ae14c21_301) | | | | | | | | | [128](#iffab83b5032543afad81afac2ae14c21_301) | | |

MOODY'S 2023 10-K 3

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| AI | | | | | | Artificial Intelligence | | |

| BES | | | | | | Business Engagement Survey; A Moody's employee survey that focuses on purpose, leadership, manager effectiveness, wellbeing, connection, and empowerment | | |

| BRG | | | | | | Business Resource Group | | |

| CAO | | | | | | Chief Administrative Officer | | |

| 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 | | |

4 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| CISO | | | | | | Chief Information Security Officer | | |

| CODM | | | | | | Chief Operating Decision Maker | | |

| CPRA | | | | | | California Privacy Rights Act of 2020; an amendment to the CCPA, which adds additional consumer privacy rights and obligations for businesses | | |

| 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 | | |

| DORA | | | | | | The European Union Digital Operational Resilience Act | | |

MOODY'S 2023 10-K 5

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| EU AI Act | | | | | | A proposed regulation in the EU, which would introduce a common regulatory and legal framework for artificial intelligence | | |

MOODY'S 2022 10-K 1

| [PART I.](#i86ae42f497e6450b962041cf54bea260_13) | | | | | | | | | | | |

| | | | [Background](#i86ae42f497e6450b962041cf54bea260_19) | | | | | | [10](#i86ae42f497e6450b962041cf54bea260_19) | | |

| | | | [Climate](#i86ae42f497e6450b962041cf54bea260_40) | | | | | | [1](#i86ae42f497e6450b962041cf54bea260_40)6 | | |

| | | | [Competition](#i86ae42f497e6450b962041cf54bea260_49) | | | | | | [19](#i86ae42f497e6450b962041cf54bea260_49) | | |

| | | | [Regulation](#i86ae42f497e6450b962041cf54bea260_52) | | | | | | [19](#i86ae42f497e6450b962041cf54bea260_52)\-20 | | |

| | | | [The Company](#i86ae42f497e6450b962041cf54bea260_103) | | | | | | [35](#i86ae42f497e6450b962041cf54bea260_103) | | |

| | | | [Market Risk](#i86ae42f497e6450b962041cf54bea260_115) | | | | | | [53](#i86ae42f497e6450b962041cf54bea260_115)\-54 | | |

| | | | [Contingencies](#i86ae42f497e6450b962041cf54bea260_130) | | | | | | [61](#i86ae42f497e6450b962041cf54bea260_130) | | |

| Item 8. | | | [FINANCIAL STATEMENTS](#i86ae42f497e6450b962041cf54bea260_139) | | | | | | [63](#i86ae42f497e6450b962041cf54bea260_139)\-120 | | |

2 MOODY'S 2022 10-K

| [PART III.](#i86ae42f497e6450b962041cf54bea260_265) | | | | | | | | | | | |

| [PART IV.](#i86ae42f497e6450b962041cf54bea260_283) | | | | | | | | | | | |

| [INDEX TO EXHIBITS](#i86ae42f497e6450b962041cf54bea260_286) | | | | | | | | | [122](#i86ae42f497e6450b962041cf54bea260_286)\-125 | | |

| [SIGNATURES](#i86ae42f497e6450b962041cf54bea260_292) | | | | | | | | | [126](#i86ae42f497e6450b962041cf54bea260_292) | | |

MOODY'S 2022 10-K 3

| Acquire Media (AM) | | | | | | An aggregator and distributor of curated real-time news, multimedia, data, and alerts; acquired by the Company in October 2020 | | |

| AML | | | | | | Anti-money laundering | | |

| Bureau van Dijk (BvD) | | | | | | Bureau van Dijk Electronic Publishing, B.V.; a global provider of business intelligence and company information; acquired by the Company in August 2017 via the acquisition of Yellow Maple I B.V., an indirect parent of Bureau van Dijk. | | |

| Catylist | | | | | | A provider of commercial real estate (CRE) solutions for brokers; acquired by the Company in December 2020 | | |

4 MOODY'S 2022 10-K

| Cortera | | | | | | A provider of North American credit data and workflow solutions; acquired by the Company in March 2021 | | |

| DE&I | | | | | | Diversity, Equity & Inclusion | | |

MOODY'S 2022 10-K 5

| GDPR | | | | | | European Union’s General Data Protection Regulation | | |

6 MOODY'S 2022 10-K

| Credit Losses Accounting Standard | | | | | | Updates to the ASC pursuant to ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This accounting guidance requires the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which requires entities to estimate expected credit losses over the lifetime of the instrument. | | |

| PassFort | | | | | | A U.K. SaaS-based workflow platform for identity verification, customer onboarding, and risk analysis; acquired by the Company in November 2021 | | |

| POC | | | | | | People of color; includes those who identify as Asian, Hispanic, Black, American Indian/Alaskan Native, Hawaiian/Other Pacific Island or two or more races | | |

| RD&A | | | | | | Research, Data and Analytics; former LOB within MA that offered subscription-based research, data and analytical products, including: credit ratings produced by MIS; credit research; quantitative credit scores and other analytical tools; economic research and forecasts; business intelligence and company information products; commercial real estate data and analytical tools; and learning solutions. As of January 1, 2022, the MA LOBs have been realigned from RD&A and ERS to Decision Solutions, Research and Insights, and Data and Information | | |

| RealXData | | | | | | A provider of CRE lease-level portfolio management with benchmarking and rent forecasting capabilities; acquired by the Company in September 2021 | | |

| Regulatory Data Corporation (RDC) | | | | | | A provider of anti-money laundering (AML) and know-your-customer (KYC) data and due diligence services; acquired by the Company in February 2020 | | |

| Reis, Inc. (Reis) | | | | | | A provider of U.S. commercial real estate (CRE) data; acquired by the Company in October 2018 | | |

MOODY'S 2022 10-K 7

| SBTi | | | | | | Science Based Targets initiative; a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature created to encourage the private sector to take the lead on urgent climate action | | |

| Total Debt | | | | | | All indebtedness of the Company as reflected on the consolidated balance sheets | | |

| WEF | | | | | | World Economic Forum | | |

| YTD | | | | | | Year-to-date | | |

| ZM Financial Systems (ZMFS) | | | | | | A provider of risk and financial management software for the U.S. banking sector; acquired by the Company in December 2020 | | |

8 MOODY'S 2022 10-K

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, 2023, 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 and CAO, 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

MOODY'S 2023 10-K 35

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

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 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 and the Audit 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.

As of December 31, [removed: 2022,] [added: 2023,] Moody’s operations were conducted from [removed: 29] [added: 31] U.S. offices and [removed: 89] [added: 81] non-U.S. office locations, all of which are leased.

For the three months ended December 31, [removed: 2022:][added: 2023:]

(1)Includes surrender to the Company of [removed: 8,398, 529] [added: 10,208; 878;] and [removed: 493] [added: 496] 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.

[removed: (2)Amounts shown are as] [added: (2)As] of the last day of each of the months.

On February [removed: 9, 2021, the Board authorized $1 billion in share repurchase authority and on February] 7, 2022, the Board of Directors [removed: approved an additional] [added: authorized] $750 million of share repurchase authority.

At December 31, [removed: 2022,] [added: 2023,] there was approximately [removed: $848] [added: $359] million of [removed: combined] share repurchase authority [removed: remaining.][added: remaining under this authorization.]

There is no established expiration date for the remaining [removed: authorization.][added: authorizations.]

During the fourth quarter of [removed: 2022,] [added: 2023,] Moody’s issued a net [removed: 38] [added: 100] thousand shares under employee stock-based compensation plans.

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

The number of registered shareholders of record at January 31, [removed: 2023] [added: 2024] was [removed: 1,555.][added: 1,461.]

The table below sets forth, as of December 31, [removed: 2022,] [added: 2023,] certain information regarding the Company’s equity compensation plans.

(1)Includes [removed: 2,269,406] [added: 2,065,581] options and unvested restricted [removed: shares] [added: stock units] outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, [removed: 104,033] [added: 66,855] options and unvested restricted [removed: shares] [added: stock units] outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and [removed: 6,370] [added: 5,841] unvested restricted [removed: shares] [added: stock units] outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.

This number also includes a maximum of [removed: 655,394] [added: 594,140] 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 200% of the target award for performance shares granted in [removed: 2020, 2021] [added: 2021, 2022] and [removed: 2022.][added: 2023.]

Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is [removed: 327,697.][added: 297,070.]

(2)Does not reflect unvested restricted [removed: shares] [added: stock units] or performance share awards included in column (a) because these awards have no exercise price.

(3)Includes [removed: 12,577,447] [added: 15,956,514] shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and [removed: 6,718,549] [added: 10,173,336] may be issued as [added: awards of unrestricted shares,] restricted stock, [added: restricted stock units,] performance shares or [added: any] other stock-based awards under the 2001 Stock Incentive Plan, [removed: 442,093] [added: 449,049] shares available for issuance as [removed: options, shares of] [added: options or] restricted stock [removed: or performance shares] [added: units] under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, [removed: and 873,572] [added: 866,673] shares available for issuance as options, shares of restricted [added: stock, restricted] stock [added: units] or performance shares under the 1998 Directors Plan, and [removed: 2,522,380] [added: 2,464,707] shares available for issuance under the Company’s Employee Stock Purchase Plan.

The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, [removed: 2017.][added: 2018.]

The total return for the Company's common stock was [removed: 98%] [added: 192%] during the performance period as compared with a total return during the same period of [removed: 57%] [added: 107%] and [removed: 48%] [added: 97%] for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| October 1- 31 | | | | | | 154,055 | | | | | | $ | 315.47 | | | | | 143,847 | | | | | | $527 million | | |

| November 1- 30 | | | | | | 281,831 | | | | | | $ | 341.59 | | | | | 280,953 | | | | | | $431 million | | |

| December 1- 31 | | | | | | 190,073 | | | | | | $ | 378.28 | | | | | 189,577 | | | | | | $359 million | | |

| Total | | | | | | 625,959 | | | | | | $ | 346.80 | | | | | 614,377 | | | | | | | | |

On February 5, 2024, the Board of Directors authorized an additional $1 billion in share repurchase authority.

MOODY'S 2023 10-K 37

| Equity compensation plans approved by security holders | | | | | | 2,732,417 | | | (1) | | | | | | $ | 212.29 | | | | | 19,736,943 | | | (3) | | |

| Total | | | | | | 2,732,417 | | | | | | | | | $ | 212.29 | | | | | 19,736,943 | | | | | |

38 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 171.25 | | | | | $ | 211.11 | | | | | $ | 286.21 | | | | | $ | 206.05 | | | | | $ | 291.60 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 137.65 | | | | | $ | 136.25 | | | | | $ | 187.43 | | | | | $ | 160.35 | | | | | $ | 196.70 | | | | |

MOODY'S 2023 10-K 39

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| October 1- 31 | | | | | | 8,398 | | | | | | $ | — | | | | | — | | | | | | $848 million | | |

| November 1- 30 | | | | | | 529 | | | | | | $ | — | | | | | — | | | | | | $848 million | | |

| December 1- 31 | | | | | | 493 | | | | | | $ | — | | | | | — | | | | | | $848 million | | |

| Total | | | | | | 9,420 | | | | | | $ | — | | | | | — | | | | | | | | |

32 MOODY'S 2022 10-K

| Equity compensation plans approved by security holders | | | | | | 3,035,203 | | | (1) | | | | | | $ | 181.35 | | | | | 16,415,492 | | | (3) | | |

| Total | | | | | | 3,035,203 | | | | | | | | | $ | 181.35 | | | | | 16,415,492 | | | | | |

MOODY'S 2022 10-K 33

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 95.90 | | | | | $ | 164.22 | | | | | $ | 202.45 | | | | | $ | 274.46 | | | | | $ | 197.60 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 91.65 | | | | | $ | 121.82 | | | | | $ | 129.87 | | | | | $ | 174.77 | | | | | $ | 147.73 | | | | |

34 MOODY'S 2022 10-K

| | | | | | | [removed: Page(s)] [added: Page] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i86ae42f497e6450b962041cf54bea260_142)] [added: Reporting](#iffab83b5032543afad81afac2ae14c21_154)] | | | | | | [removed: [64](#i86ae42f497e6450b962041cf54bea260_142)] [added: [68](#iffab83b5032543afad81afac2ae14c21_154)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i86ae42f497e6450b962041cf54bea260_145)] [added: Firm](#iffab83b5032543afad81afac2ae14c21_157)] | | | | | | [removed: [65](#i86ae42f497e6450b962041cf54bea260_145)\-66] [added: [69](#iffab83b5032543afad81afac2ae14c21_157)] | | |

| [Consolidated Statements of [removed: Operations](#i86ae42f497e6450b962041cf54bea260_148)] [added: Operations](#iffab83b5032543afad81afac2ae14c21_160)] | | | | | | [removed: [67](#i86ae42f497e6450b962041cf54bea260_148)] [added: [71](#iffab83b5032543afad81afac2ae14c21_160)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i86ae42f497e6450b962041cf54bea260_151)] [added: Income](#iffab83b5032543afad81afac2ae14c21_163)] | | | | | | [removed: [68](#i86ae42f497e6450b962041cf54bea260_151)] [added: [72](#iffab83b5032543afad81afac2ae14c21_163)] | | |

| [Consolidated Balance [removed: Sheets](#i86ae42f497e6450b962041cf54bea260_154)] [added: Sheets](#iffab83b5032543afad81afac2ae14c21_166)] | | | | | | [removed: [69](#i86ae42f497e6450b962041cf54bea260_154)] [added: [73](#iffab83b5032543afad81afac2ae14c21_166)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i86ae42f497e6450b962041cf54bea260_157)] [added: Flows](#iffab83b5032543afad81afac2ae14c21_169)] | | | | | | [removed: [70](#i86ae42f497e6450b962041cf54bea260_157)] [added: [74](#iffab83b5032543afad81afac2ae14c21_169)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i86ae42f497e6450b962041cf54bea260_160)] [added: Equity](#iffab83b5032543afad81afac2ae14c21_172)] | | | | | | [removed: [71](#i86ae42f497e6450b962041cf54bea260_160)\-73] [added: [75](#iffab83b5032543afad81afac2ae14c21_172)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i86ae42f497e6450b962041cf54bea260_163)] [added: Statements](#iffab83b5032543afad81afac2ae14c21_175)] | | | | | | [removed: [74](#i86ae42f497e6450b962041cf54bea260_163)\-120] [added: [78](#iffab83b5032543afad81afac2ae14c21_175)] | | |

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

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, [removed: 2022] [added: 2023] 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, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of [removed: Moody’s] [added: Moody's] Corporation and subsidiaries (the Company) as [removed: of] December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023,] 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, [removed: 2022] [added: 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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 [added: a] separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 17 to the consolidated financial statements, the Company has recorded uncertain tax positions (UTPs), excluding associated [removed: interest,] [added: interest] of [removed: $322] [added: $196] million as of December 31, [removed: 2022.][added: 2023.]

[removed: (Amounts] [added: *(Amounts] in millions, except per share [removed: data)][added: data)*]

| | | | [added: | | | | | | | | |] Year Ended December 31, | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | $ | [removed: 5,468] [added: 5,916] | | | | | $ | [removed: 6,218] [added: 5,468] | | | | | $ | [removed: 5,371] [added: 6,218] | |

| Operating | | | [removed: 1,613] [added: 1,687] | | | | | | [removed: 1,637] [added: 1,613] | | | | | | [removed: 1,475] [added: 1,637] | | |

| Selling, general and administrative | | | [removed: 1,527] [added: 1,632] | | | | | | [removed: 1,480] [added: 1,527] | | | | | | [removed: 1,229] [added: 1,480] | | |

| Depreciation and amortization | | | [removed: 331] [added: 373] | | | | | | [removed: 257] [added: 331] | | | | | | [removed: 220] [added: 257] | | |

| Restructuring | | | [removed: 114] [added: 87] | | | | | | [removed: —] [added: 114] | | | | | | [removed: 50] [added: —] | | |

| Total expenses | | | [removed: 3,585] [added: 3,779] | | | | | | [removed: 3,374] [added: 3,585] | | | | | | [removed: 2,983] [added: 3,374] | | |

| Operating income | | | [removed: 1,883] [added: 2,137] | | | | | | [removed: 2,844] [added: 1,883] | | | | | | [removed: 2,388] [added: 2,844] | | |

| Interest expense, net | | | [removed: (231)] [added: (251)] | | | | | | [removed: (171)] [added: (231)] | | | | | | [removed: (205)] [added: (171)] | | |

| Other non-operating income, net | | | [removed: 38] [added: 49] | | | | | | [removed: 82] [added: 38] | | | | | | [removed: 46] [added: 82] | | |

| Gain on extinguishment of debt | | | [removed: 70] [added: —] | | | | | | [removed: —] [added: 70] | | | | | | — | | |

| Non-operating (expense) income, net | | | [removed: (123)] [added: (202)] | | | | | | [removed: (89)] [added: (123)] | | | | | | [removed: (159)] [added: (89)] | | |

| Income before provision for income taxes | | | [removed: 1,760] [added: 1,935] | | | | | | [removed: 2,755] [added: 1,760] | | | | | | [removed: 2,229] [added: 2,755] | | |

| Provision for income taxes | | | [removed: 386] [added: 327] | | | | | | [removed: 541] [added: 386] | | | | | | [removed: 452] [added: 541] | | |

| Net income | | | [removed: 1,374] [added: 1,608] | | | | | | [removed: 2,214] [added: 1,374] | | | | | | [removed: 1,777] [added: 2,214] | | |

| Less: Net [removed: (loss)] income attributable to noncontrolling interests | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: (1)] [added: —] | | |

| Net income attributable to Moody’s | | | $ | [removed: 1,374] [added: 1,607] | | | | | $ | [removed: 2,214] [added: 1,374] | | | | | $ | [removed: 1,778] [added: 2,214] | |

| Basic | | | $ | [removed: 7.47] [added: 8.77] | | | | | $ | [removed: 11.88] [added: 7.47] | | | | | $ | [removed: 9.48] [added: 11.88] | |

| Diluted | | | $ | [removed: 7.44] [added: 8.73] | | | | | $ | [removed: 11.78] [added: 7.44] | | | | | $ | [removed: 9.39] [added: 11.78] | |

/s/ CAROLINE SULLIVAN

Caroline Sullivan

*Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller*

February 14, 2024

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

MOODY'S 2023 10-K 69

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February 14, 2024

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MOODY'S 2023 10-K 71

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72 MOODY'S 2023 10-K

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MOODY'S 2023 10-K 73

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| Provision for credit losses on accounts receivable | | | 22 | | | | | | 25 | | | | | | 13 | | |

| Gain on sale/non-cash exchange of investments in non-consolidated affiliates | | | (4) | | | | | | — | | | | | | (36) | | |

| Purchases of investments | | | (143) | | | | | | (246) | | | | | | (171) | | |

| Purchases of investments in non-consolidated affiliates | | | (5) | | | | | | (74) | | | | | | (266) | | |

| Sales of investments in non-consolidated affiliates | | | 13 | | | | | | 2 | | | | | | 2 | | |

74 MOODY'S 2023 10-K

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*(Amounts in millions, except per share data)*

MOODY'S 2023 10-K 75

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

*(Amounts in millions, except per share data)*

76 MOODY'S 2023 10-K

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*(Amounts in millions, except per share data)*

| Balance at December 31, 2022 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,054 | | | | | $ | 13,618 | | | | | (159.7) | | | | | | $ | (11,513) | | | | | $ | (643) | | | | | $ | 2,519 | | | | | $ | 170 | | | | | $ | 2,689 | |

| Dividends ($3.08 per share) | | | | | | | | | | | | | | | | | | | | | (566) | | | | | | | | | | | | | | | | | | | | | | | | (566) | | | | | | (9) | | | | | | (575) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Treasury shares repurchased, inclusive of excise tax | | | | | | | | | | | | | | | — | | | | | | | | | | | | (1.5) | | | | | | (492) | | | | | | | | | | | | (492) | | | | | | | | | | | | (492) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2023 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,228 | | | | | $ | 14,659 | | | | | (160.4) | | | | | | $ | (12,005) | | | | | $ | (567) | | | | | $ | 3,318 | | | | | $ | 158 | | | | | $ | 3,476 | |

MOODY'S 2023 10-K 77

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

MOODY'S 2022 10-K 63

/s/ MARK KAYE

Mark Kaye

*Executive Vice President and Chief Financial Officer*

February 15, 2023

64 MOODY'S 2022 10-K

MOODY'S 2022 10-K 65

66 MOODY'S 2022 10-K

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss pursuant to the divestiture of MAKS | | | — | | | | | | — | | | | | | 9 | | |

MOODY'S 2022 10-K 67

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

68 MOODY'S 2022 10-K

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

MOODY'S 2022 10-K 69

| Loss pursuant to the divestiture of MAKS | | | — | | | | | | — | | | | | | 9 | | |

| Non-cash gain related to minority interest in BitSight | | | — | | | | | | (36) | | | | | | — | | |

| Settlement of treasury rate lock | | | — | | | | | | — | | | | | | (68) | | |

| Purchases of investments | | | (320) | | | | | | (437) | | | | | | (181) | | |

| Issuance of commercial paper | | | — | | | | | | — | | | | | | 789 | | |

| Repayment of commercial paper | | | — | | | | | | — | | | | | | (792) | | |

| Payment for noncontrolling interest | | | — | | | | | | — | | | | | | (23) | | |

70 MOODY'S 2022 10-K

| Balance at December 31, 2019 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 642 | | | | | $ | 9,656 | | | | | (155.2) | | | | | | $ | (9,250) | | | | | $ | (439) | | | | | $ | 612 | | | | | $ | 219 | | | | | $ | 831 | |

| Dividends ($2.24 per share) | | | | | | | | | | | | | | | | | | | | | (421) | | | | | | | | | | | | | | | | | | | | | | | | (421) | | | | | | (3) | | | | | | (424) | | |

| Adoption of Credit Losses Accounting Standard | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | — | | | | | | (2) | | | | | | | | | | | | (2) | | |

| Purchase of noncontrolling interest | | | | | | | | | | | | | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3) | | | | | | (14) | | | | | | (17) | | |

| Treasury shares repurchased | | | | | | | | | | | | | | | — | | | | | | | | | | | | (2.0) | | | | | | (503) | | | | | | | | | | | | (503) | | | | | | | | | | | | (503) | | |

| Balance at December 31, 2020 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 735 | | | | | $ | 11,011 | | | | | (155.8) | | | | | | $ | (9,748) | | | | | $ | (432) | | | | | $ | 1,569 | | | | | $ | 194 | | | | | $ | 1,763 | |

MOODY'S 2022 10-K 71

72 MOODY'S 2022 10-K

MOODY'S 2022 10-K 73

As of December 31, 2022, the Company has interest rate swaps designated as fair value hedges and cross currency swaps designated as net investment hedges referencing three-month or six-month USD LIBOR with aggregate notional amounts as disclosed in Note 7.

For derivative instruments that will be outstanding at the transition date, the Company intends to modify the contractual terms of the instruments to replace LIBOR with another reference rate, such as SOFR.

On January 1, 2022, the Company adopted ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU No. 2021-08").

This ASU requires companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination.

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 [added: Interim] 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 [added: Interim] Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s Chief Executive Officer and [added: Interim] 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, [removed: 2022.][added: 2023.]

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.

During the fiscal year ended December 31, 2021, the Company acquired RMS and in the fiscal year ended December 31, 2022, Moody's integrated the acquired entity into the Company’s financial reporting processes and procedures and internal controls over financial reporting.

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 scheduled to be held on April [removed: 18, 2023,] [added: 16, 2024,] and is incorporated herein by reference.

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,” and “The Audit Committee,” in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated by reference.

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 [removed: 2022,”] [added: 2023,”] “Outstanding Equity Awards at Fiscal Year-End Table for [removed: 2022,”] [added: 2023,”] “Option Exercises and Stock Vested Table for [removed: 2022,”] [added: 2023,”] “Pension Benefits Table for [removed: 2022,”] [added: 2023,”] “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 [removed: 2023] [added: 2024] Proxy Statement and is incorporated by reference.

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 [removed: 2023] [added: 2024] Proxy Statement and is incorporated by reference.

MOODY'S 2023 10-K 123

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

Information required by this Item 13 is included under the headings “Corporate [removed: Governance –Director] [added: Governance–Director] Independence” and “Certain Relationships and Related Transactions” in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated by reference.

MOODY'S 2022 10-K 121

[Table of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)

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 [removed: 2023] [added: 2024] Proxy Statement and is incorporated by reference.

See Index to Financial Statements on page [removed: [63](#i86ae42f497e6450b962041cf54bea260_139),] [added: [67](#iffab83b5032543afad81afac2ae14c21_151),] in Part II.

| | | | | | | .3.4.1 | | | [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 [removed: or 1.75%] [added: o](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm)[f](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm) [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)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm) | | |

| | | | | | | .3.4.2 | | | [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 [removed: registrar ((incorporated] [added: registrar](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm) [(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)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm) | | |

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

| | | | | | | .3.7.2 | | | [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 [removed: agent. (incorporated] [added: agent](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm) [(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)](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm) | | |

| | | | | | | [removed: .3.1†*] [added: .3.3.3†*] | | | [removed: [Amended] [added: [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 [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx1031.htm) [(as amended and restated December 20, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx1031.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10333.htm)] | | |

| | | | | | | .3.2.1† | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted [removed: between 2017 and 2019)] [added: prior to 2023)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.17] [added: 10.3.3.2] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517054522/d330369dex1017.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)] | | |

| | | | | | | .3.2.2† | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in [removed: 2020 or later)] [added: 2023)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.3.3.2] [added: 10.3.2.3] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February [removed: 24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)] [added: 15, 2023)](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10323.htm)] | | |

| | | | | | | .3.2.3†* | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in [removed: 2023] [added: 2024] or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10323.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10323.htm)] | | |

| | | | | | | [removed: .3.3.2†*] [added: .3.3.2†] | | | [Form of Performance Share Award Letter (for awards granted in [removed: 2023 or later)] [added: 2023)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10332.htm)] [added: 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)](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10332.htm)] | | |

| | | | | | | .3.4.1† | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted prior to [removed: 2020)] [added: 2023)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.18] [added: 10.3.5.2] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517054522/d330369dex1018.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)] | | |

| | | | | | | .3.4.2† | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in [removed: 2020 or later)] [added: 2023)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.3.5.2 to] [added: 10.3.4.3](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10343.htm) [t](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10343.htm)[o] the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February [removed: 24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)] [added: 15, 2023)](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10343.htm)] | | |

| | | | | | | .3.4.3†* | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in [removed: 2023] [added: 2024] or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx10343.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10343.htm)] | | |

| | | | | | | .5† | | | [Moody’s Corporation Deferred Compensation Plan (amended and restated effective as of January 1, 2020) (incorporated by reference to Exhibit [removed: 10.5 the] [added: 10.5](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm) [to](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm) [the] Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm) | | |

| | | | | | | .10.2† | | | [First Amendment to the Moody’s Corporation Retirement Account (effective January 1, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)[(i](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)[ncorporated by](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)[reference] [added: 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 [removed: 22,](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)[2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)] [added: 22, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10102.htm)] | | |

| | | | | | | .11.2† | | | [First Amendment to the Profit Participation Plan of Moody’s Corporation (effective January 1, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm)[(incorporated by](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm)[reference] [added: 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 [removed: 22,](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm)[2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm)] [added: 22, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10112.htm)] | | |

| | | | | | | .12† | | | [The Moody’s Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors (as amended December 16, 2008, October 15, 2015 and December 19, [removed: 2016)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm)[(incorporated] [added: 2016) (incorporated] by reference to Exhibit 10.12 to [removed: the](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm)[Registrant’s] [added: the Registrant’s] Annual Report on Form 10-K, file number 1-14037, filed February [removed: 22,](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm)[2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm)] [added: 22, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx1012.htm)] | | |

| | | | | | | .13† | | | [Amended and Restated Moody’s Corporation Career Transition Plan (amended and restated as of November 8, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm)[(incorporated] [added: 2021) (incorporated] by reference to Exhibit 10.13.1 to the Registrant’s Annual Report on Form 10-K, file [removed: number](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm)[1-14037,] [added: number 1-14037,] filed February 22, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm) | | |

| | | | | | | [removed: .17] [added: .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)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517377667/d511820dex101.htm) | | |

| | | | | | | [removed: .18†] [added: .16] | | | [removed: [Employment Offer Letter] [added: [Form Commercial Paper Dealer Agreement] between Moody’s [removed: Corporation] [added: Corporation, as Issuer,] and [removed: Mark Kaye, dated July 18, 2018] [added: the Dealer party thereto] (incorporated by reference to Exhibit 10.1 to the [removed: Quarterly] Report on Form [removed: 10-Q] [added: 8-K] of the Registrant, file number 1-14037, filed [removed: on October 31, 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518314004/d603526dex101.htm)] [added: August 3, 2016)](https://www.sec.gov/Archives/edgar/data/1059556/000119312516670078/d227101dex101.htm)] | | |

| | | | | | | [removed: .19] [added: .3.1†] | | | [removed: [Form Commercial Paper Dealer Agreement between Moody’s Corporation, as Issuer,] [added: [Amended] and [removed: the Dealer party thereto] [added: Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan] (incorporated by reference to [removed: Exhibit 10.1] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000119312523110605/d470542dex101.htm) [10](https://www.sec.gov/Archives/edgar/data/1059556/000119312523110605/d470542dex101.htm)[.1] to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: August 3, 2016)](https://www.sec.gov/Archives/edgar/data/1059556/000119312516670078/d227101dex101.htm)] [added: April 21, 2023)](https://www.sec.gov/Archives/edgar/data/1059556/000119312523110605/d470542dex101.htm)] | | |

| | | | | | | [removed: .20] [added: .17] | | | [Credit Agreement, dated as of December 17, 2021, 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 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 20, 2021).](https://www.sec.gov/Archives/edgar/data/0001059556/000119312521362355/d206340dex41.htm) | | |

| 21* | | | | | | | | | [Subsidiaries of the Registrant List of Active Subsidiaries as of December 31, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx21.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx21.htm)] | | |

124 MOODY'S [removed: 2022] [added: 2023] 10-K

| | | | | | | .1* | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx231.htm)] | | |

| | | | | | | .1* | | | [Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx311.htm)] | | |

| | | | | | | .2* | | | [Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx312.htm)] | | |

| | | | | | | .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 [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx321.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx321.htm)] | | |

| | | | | | | .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 [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955623000016/mco-20221231xexx322.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx322.htm)] | | |

MOODY'S 2023 10-K 125

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

126 MOODY'S 2023 10-K

[Table of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)

| 97 | | | | | | Policy Relating to Recovery of Erroneously Awarded Compensation | | | | | |

| | | | | | | .1* | | | [Moody’s Corporation Comprehensive Clawback Policy](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx971.htm) | | |

122 MOODY'S 2022 10-K

MOODY'S 2022 10-K 123

| | | | | | | .15† | | | [Risk Management Solutions, Inc. 2014 Equity Award Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of the Registrant, file number 333-259539, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273506/d230887dex991.htm) | | |

| | | | | | | .16† | | | [Risk Management Solutions, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of the Registrant, file number 333-259539, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273506/d230887dex992.htm) | | |

_____________

[Table [removed: of](#i86ae42f497e6450b962041cf54bea260_7) [Contents](#i86ae42f497e6450b962041cf54bea260_7)][added: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)]

Date: February [removed: 15, 2023][added: 14, 2024]

| *(principal financial [added: and accounting] officer)* | | | | | |

| [removed: *Chief] [added: *Interim Chief Financial Officer, Chief] Accounting Officer [removed: and Corporate Controller*] [added: and*] | | | *Director* | | |

| | | | Date: February [removed: 15, 2023] [added: 14, 2024] | | |

MOODY'S 2023 10-K 127

| *Corporate Controller* | | | | | |

128 MOODY'S 2023 10-K

MOODY'S 2022 10-K 125

| /s/ MARK KAYE | | | /s/ RAYMOND W. MCDANIEL, JR. | | |

| Mark Kaye, | | | Raymond W. McDaniel, Jr., | | |

| *Executive Vice President and Chief Financial Officer* | | | *Chairman* | | |

| *(principal accounting officer)* | | | | | |

126 MOODY'S 2022 10-K