Moody's (MCO) 10-K risk factor changes: FY2024 vs FY2023

In addition to the effects of general economic conditions, including inflation and related monetary policy actions in response to inflation, changes in international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict and the military conflict in [removed: Israel and surrounding areas,] [added: the Middle East,] and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic climate may give rise to or amplify many of these risks discussed below.

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

Moody’s [removed: operates in a highly regulated industry and] is subject to extensive regulation by federal, state and local authorities in the [removed: U.S., including the Reform Act] [added: U.S.] and [removed: the Dodd-Frank Act.][added: by foreign jurisdictions.]

These [removed: regulations] [added: regulations, the most important of which] are [added: discussed in further detail below, are] complex, continually evolving and have tended to become more stringent over time.

Additionally, changes in [removed: Congress] [added: the Presidential administration, changes in Congress, and recent judicial actions] may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new or existing legislation or directives by government authorities.

–may result in alternatives to credit [removed: ratings or] [added: ratings,] changes in the pricing of credit [removed: ratings;][added: ratings, and/or diminished intellectual property protection relating to credit ratings and related research produced by MIS;]

If these laws and regulations, and any future rulemaking or court rulings, reduce demand for credit ratings or increase costs, [removed: Moody’s] [added: MIS] may be unable to pass such costs through to customers.

[removed: The Company’s] [added: Further, the Company's] compliance and efforts to [removed: mitigate] [added: reduce] the risk of fines, penalties or other sanctions can result in significant expenses.

It is difficult to accurately assess the future impact of legislative [removed: and regulatory requirements on Moody’s business and its customers’ businesses.]

[removed: For example, new laws and regulations] [added: In turn, such developments] may affect MIS’s communications with issuers as part of the rating assignment process, alter the manner in which MIS’s credit ratings are developed, assigned and communicated, affect the manner in which MIS or its customers or users of credit ratings operate, impact the demand for MIS’s credit ratings [removed: and] [added: or] alter the economics of the credit ratings business, including by restricting or mandating business models for CRAs.

Further, speculation concerning the impact of legislative and regulatory [added: initiatives, including] initiatives [added: related to the emerging technology of AI systems, operational resilience, data privacy] and [added: climate-related risks, among others, that our products and services incorporate, and] the increased uncertainty over potential liability and adverse legal or judicial determinations may negatively affect [removed: Moody’s] [added: Moody's] stock [removed: price.][added: price, affect demand for our products and services, increase our costs of operations and impact our future business plans.]

[removed: Although these] [added: Additionally,] legislative and regulatory initiatives [added: that] apply to CRAs and credit markets [removed: generally, they] [added: generally] may affect Moody’s in a disproportionate manner.

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[removed: U.S.] [added: –U.S.] banking regulators, including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System and the Consumer Financial Protection Bureau, as well as many state agencies, have issued guidance to insured depository institutions and other providers of financial services on assessing and managing risks associated with third-party relationships, which include all business arrangements between a financial services provider and another entity, by contract or otherwise, and generally requires banks and financial services providers to exercise comprehensive oversight throughout each phase of a bank or financial service provider’s business arrangement with third-party service providers, and instructs banks and financial service providers to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships.

[removed: This] [added: Legal and regulatory developments] can result in delayed or reduced sales to [removed: such] [added: MA’s] customers, adversely affect MA’s relationship with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and legal risk under its agreements with such customers.

In addition to the extensive and evolving U.S. laws and regulations governing the credit rating industry, foreign jurisdictions have taken measures to regulate CRAs and the markets for credit [removed: ratings.][added: ratings that significantly impact the operations and the markets for the Company's ratings-related products and services.]

In particular, the EU has adopted a common regulatory framework for CRAs operating in the [removed: EU and] [added: EU,] continues to monitor the credit rating industry and analyze approaches that may strengthen existing regulation.

Additionally, other foreign [removed: jurisdictions] [added: jurisdictions, such as Australia and Hong Kong and China,] have taken measures to increase regulation of CRAs and markets for credit ratings.

–expand supervisory remits to include credit ratings issued outside the home [removed: jurisdiction and used for regulatory purposes;][added: jurisdiction;]

–increase the level of competition [removed: in the market] for credit ratings, including the distribution of credit ratings;

–restrict the collection, use, accuracy, correction and sharing of [removed: personal] information by CRAs; or

–MIS is [removed: 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, [removed: Hong Kong] [added: the U.K., Australia, Singapore, Japan,] and [removed: China,] [added: Hong Kong,] where it operates through registered subsidiaries.

–In the EU and the U.K., applicable rules include procedural requirements with respect to credit ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory [added: analyst] rotation [removed: requirements of CRAs hired by issuers of securities for credit ratings of resecuritizations,] [added: requirements,] and restrictions on CRAs or their shareholders if certain ownership thresholds are crossed.

Additional procedural and substantive requirements include conditions for the issuance of credit ratings, rules regarding the organization of CRAs, restrictions on activities deemed to create a conflict of interest, including requirements that fees be based on costs and non-discriminatory, [removed: and] special requirements for credit ratings of structured finance instruments.

A failure to comply with these procedural and substantive requirements also exposes MIS [removed: Hong Kong] to the risk of regulatory enforcement action which could result in financial penalties or, in serious cases, affect its ability to conduct credit rating activities in [removed: Hong Kong.][added: certain jurisdictions.]

[added: –In China,] MA is licensed [removed: in China] to provide subscriptions to credit research and ratings data and other information relevant to the financial markets.

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

[removed: –In addition,] [added: For example,] U.S. economic sanctions have increasingly targeted Chinese persons.

[removed: An entity that is subject to conflicting] laws in multiple jurisdictions may need to determine a means to comply with such laws.

Such conflicts could eventually affect the ability of entities to adhere to applicable [removed: laws.][added: laws or continue to operate in certain jurisdictions;]

[removed: With respect to MA, regulators] [added: –Regulators] in Europe and other foreign markets in which MA is active have issued guidance similar to that issued in the U.S. relating to financial [removed: institutions’] [added: institutions'] assessment and management of risks associated with third-party relationships.

The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries [added: (Including Competition Market Studies)] Related to Rating Opinions and Other Business Practices.

Moody’s faces exposure to litigation and government and regulatory proceedings, investigations and inquiries [added: (including market studies)] related to MIS’s ratings actions, as well as other business practices and products within both MIS and MA.

When the market value of credit-dependent instruments has declined or defaults have occurred, whether as a result of difficult economic times, [added: rapid changes in interest rates, decreased liquidity,] turbulent markets or otherwise, the number of investigations and legal proceedings that Moody’s has faced has increased significantly.

Parties who invest in securities rated by MIS [added: or issued by MIS-rated entities] have pursued claims against MIS or Moody’s for losses they faced in their portfolios.

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

Evolving [added: and/or inconsistent] expectations [removed: on ESG] [added: regarding climate-risk and other sustainability] disclosures and reporting could also result in increased regulatory scrutiny and new regulatory actions at a corporate and business unit level.

MA’s offering of products and services relating to sanctions, KYC and financial crime may result in increased regulatory scrutiny and could expose the Company to increased risk of litigation from data subjects and other [removed: third-parties.][added: third-parties, including due to potential inaccuracies in the products and services we offer, as well as regulatory recordkeeping requirements associated with our services.]

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

Legal proceedings and regulatory inquiries and investigations impose additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce their ability to devote time to addressing other business issues, and any of these proceedings, investigations or inquiries [added: (including market studies)] could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions.

MOODY'S 2024 10-K 23

*Moody's Investors Service.* MIS operates in a highly regulated industry.

The current U.S. laws and regulations relating to MIS, including the Reform Act and the Dodd-Frank Act:

The U.K. also has adopted a regulatory framework for CRAs that is based on the EU version.

–In Australia, unless an exemption applies, CRAs are required to hold an Australian financial services license (AFSL) if they carry on a business of providing credit ratings in Australia.

MIS Australia holds an AFSL authorizing it to provide general advice to wholesale clients only by issuing a credit rating.

It is therefore required to comply with obligations as an AFSL holder including the requirement to provide financial services efficiently, honestly, and fairly, to manage conflicts of interest, and to comply with the conditions of its AFSL (which conditions include specific conditions about credit ratings).

24 MOODY'S 2024 10-K

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and regulatory requirements on MIS’s business and its customers’ businesses.

*Moody's Analytics.* Certain of MA’s subscription products contain credit ratings data and related research produced by MIS, and often are used by MA customers for regulatory compliance purposes, including determination of capital charges and regulatory reporting.

Regulations concerning the issuance of credit ratings and the activities of CRAs, including the dissemination of ratings data, are likely to continue to be considered in the future, including, for example, provisions regarding fair and reasonable availability of ratings data, the terms and conditions associated with such data feeds, remuneration for data and the nature of the information to be included in credit opinions.

Other laws, regulations and rules are being considered or are likely to be considered in the future may impact MA products and services, for example, by requiring certain information to be provided free of charge.

MA’s other products and services, in particular its offering of products and services relating to sanctions, KYC and financial crime, are potentially subject to various laws and regulations affecting the collection, processing and sale of data-driven solutions.

These laws and regulations generally are designed to protect information relating to individuals and small businesses, including information used for consumer credit reporting purposes, the data rights of individuals, and to prevent the unauthorized collection, access to and use of personal or confidential information available in the marketplace and prohibit certain deceptive and unfair acts.

Additionally, refer to the risk factor entitled “*The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information*.”

New laws and regulations are likely to be enacted and existing laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business.

As a result of current and future laws and regulations, our customers’ and other third parties’ use of our products and services, as well as our use of information supplied by our suppliers and other third parties, can lead to regulatory inquiries or actions or related private litigation against us.

Changes in the applicability of laws and regulations could require MA to modify its data processing practices and policies and restrict or dictate how MA collects, maintains, combines and disseminates information, which could have a material adverse effect on Moody’s business, financial condition or results of operations.

In the future, the Company may be subject to significant additional expense to ensure continued compliance with laws and regulations applicable to MA and to investigate, defend or remedy actual or alleged violations.

Additionally, refer to the risk factor entitled “*The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information*.”

Further, MA’s bank and financial services customers are subject to additional regulatory oversight.

For example:

This guidance requires more rigorous oversight of third-party relationships that involve certain "critical activities."

For example, in December 2022, the EU adopted DORA, which will apply from early 2025 and will require EU financial institutions to have a comprehensive governance and control framework of the management of information and communications technology risks, including risks relating to third-party providers of technology and data such as MA.

The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various actors in the AI supply chain.

These rules apply to, among others, product manufacturers incorporating AI systems into regulated products sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU.

This Act will increase costs to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements for MA products and services.

MA also faces a risk of cost of penalties or fines due to noncompliance.

MOODY'S 2024 10-K 25

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An entity that is subject to conflicting

MOODY'S 2024 10-K 27

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sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s ability to deliver its products and services.

Additionally, refer to the risk factor entitled “*The Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network Infrastructure (Together, the “Third-Party Technology”), and Any Reduction in Third-Party Product Quality or Service Offerings, Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of Operation*s.”

The current laws and regulations:

In addition, there may be uncertainty over the scope, interpretation, administration and enforcement of such laws and regulations.

MOODY'S 2023 10-K 25

In addition, MA derives a significant amount of its sales from banks and other financial services providers who are subject to regulatory oversight.

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

See “Regulation” in Part 1, Item 1 of this annual report on Form 10-K for more information.

The EU and other jurisdictions, as discussed further below, adopt legislation and engage in rulemaking on an ongoing basis that significantly impacts operations and the markets for the Company’s products and services.

Future regulations could also affect products and services the Company offers that incorporate or are based on artificial intelligence technologies.

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.

Following the Brexit implementation period that ended December 31, 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 (“FCA”).

MIS put arrangements in place to endorse its U.K. credit ratings into the EU and its EU credit ratings into the U.K. On December 31, 2020, the U.K. also onshored the EU CRA Regulation, with certain necessary modifications, into U.K. domestic law (the “U.K. CRA Regulation”).

The U.K. CRA Regulation contains requirements for the registration, regulation and supervision of CRAs based in the U.K. It also sets out the circumstances in which U.K. financial institutions can use credit ratings for regulatory purposes, as well as specific obligations for issuers, originators and sponsors relating to structured finance instruments.

It is unclear if the regulation of CRAs in the EU and the U.K. will differ over time, and divergent regulation between the EU and the U.K. over time or differing interpretations by the FCA and ESMA of CRA regulation could adversely affect MIS’s business through additional operating obligations and resulting increased cost.

In February 2022, the FCA published a portfolio letter on its CRA supervision strategy.

Among other things, the FCA explained that it takes a holistic approach to supervising CRAs.

This means that if a CRA or the group to which it belongs also carries on unregulated activities (for example, ESG ratings), the FCA may assess these unregulated activities as part of its supervision of regulated activities.

CRAs need to be able to demonstrate that they have considered, and are actively managing, potential risks from any unregulated activities.

The FCA also identified its supervisory priorities for CRAs, which consist of: ratings process and methodologies; governance and oversight; market and perimeter risks; and operational resilience and resourcing.

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.

26 MOODY'S 2023 10-K

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.

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

In light of this, MA’s existing or potential bank and financial services customers subject to this guidance have sought and may further revise their third-party risk management policies and processes and the terms on which they do business with MA.

Although Moody’s will monitor developments related to financial reforms outside the U.S. affecting the credit rating industry and Moody’s customers, Moody’s cannot predict the extent of such future laws and regulations, and the effect that they will have on Moody’s business or the potential for increased exposure to liability could be significant.

For example, compliance with the EU, U.K. and other foreign regulations may increase costs of operations and could have a significant negative effect on Moody’s operations, profitability or ability to compete, or the markets for its products and services, including in ways that Moody’s presently is unable to predict.

In addition, exposure to increased liability under the EU, U.K. regulations and regulations of other foreign jurisdictions may further increase costs and legal risks associated with the issuance of credit ratings and materially and adversely impact Moody’s results of operations.

Financial reforms in the EU, U.K. and other foreign jurisdictions may have a material adverse effect on Moody’s business, operating results and financial condition.

For instance,

MOODY'S 2023 10-K 27

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

28 MOODY'S 2023 10-K

See “Forward-Looking Statements” commencing on page [removed: [65](#iffab83b5032543afad81afac2ae14c21_145)] [added: [61](#ie35c9ceabbc14a06885e28e4120605da_151)] and Item 1A.

“Risk Factors” commencing on page [removed: [25](#iffab83b5032543afad81afac2ae14c21_64)] [added: [23](#ie35c9ceabbc14a06885e28e4120605da_61)] for a discussion of uncertainties, risks and other factors associated with these statements.

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[removed: The] [added: These] quantitative assessments [removed: performed at July 31, 2021] resulted in fair values that significantly exceeded carrying [removed: values] [added: value] for all reporting units.

At July 31, [removed: 2023,] [added: 2024,] the Company performed [removed: qualitative] [added: quantitative] assessments for each of the four reporting [removed: units.][added: units in accordance with the aforementioned policy.]

The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding ICRA, [removed: at] [added: as of] July 31, [removed: 2021 (the date of the last quantitative assessment).][added: 2024.]

The WACC for all reporting units ranged from [removed: 8.0%] [added: 10.0%] to [removed: 8.5%] [added: 10.5%] as of July 31, [removed: 2021.][added: 2024.]

Differences in the WACC used between reporting units is primarily due to [added: distinct risks and uncertainties regarding the cash flows of the different reporting units.]

A sensitivity analysis of the WACC was performed on all reporting units as of July 31, [removed: 2021] [added: 2024] for each reporting unit.

The Company classifies interest related to income taxes as a component of interest expense in the Company’s consolidated [removed: financial] statements [added: of operations] and associated penalties, if any, as part of other non-operating expenses.

[removed: A tax position that meets this more-likely-than-not] [added: than-not] threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Accounting for contingencies, including those matters described in Note [removed: 21] [added: 19] to the consolidated financial statements, is highly subjective and requires the use of judgments and estimates in assessing their magnitude and likely outcome.

The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, [removed: 2023] [added: 2024] were derived using a cash flow matching method whereby the Company compares each plan’s projected payment obligations by year with the corresponding yield on the FTSE pension discount curve.

Moody’s major assumptions vary by plan and assumptions used are set forth in Note [removed: 15] [added: 13] to the consolidated financial statements.

For Moody’s Retirement Plans, the total actuarial losses as of December 31, [removed: 2023] [added: 2024] that have not been recognized in annual expense are [removed: $72] [added: $48] million, and Moody’s expects the net periodic expense related to the amortization of net actuarial (losses)/gains will be immaterial in [removed: 2024.][added: 2025.]

[removed: 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 [added: amortization.]

As of December 31, [removed: 2023,] [added: 2024,] the Company has an unrecognized loss of [removed: $71] [added: $68] million, of which [removed: $10] [added: $19] million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of [removed: 2024] [added: 2025] expense.

The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s [removed: 2024] [added: 2025] income before provision for income taxes.

These effects have been calculated using the Company’s current projections of [removed: 2024] [added: 2025] expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.

| (dollars in millions) | | | Assumptions Used for [removed: 2024] [added: 2025] | | | | | | Estimated Impact on [removed: 2024] [added: 2025] Income before Provision for Income Taxes [removed: (Decrease)/Increase] [added: (Decrease) Increase] | | |

| Weighted Average Discount Rates (1) | | | [removed: 4.73%/4.75%] [added: 5.43%/5.40%] | | | | | | $ | (4) | |

| Assumed Long-Term Rate of Return on Pension Assets | | | [removed: 6.10%] [added: 6.60%] | | | | | | $ | (5) | |

(1)Weighted average discount rates of [removed: 4.73%] [added: 5.43%] and [removed: 4.75%] [added: 5.40%] for pension plans and Other Retirement Plans, respectively.

Based on current projections, the Company estimates that [removed: expenses] [added: net periodic expense] related to Retirement Plans will be immaterial in [removed: 2024.][added: 2025.]

The Company is organized into two reportable segments at December 31, [removed: 2023:] [added: 2024:] MA and MIS, which are more fully described in the section entitled “The Company” above and in Note [removed: 22] [added: 20] to the consolidated financial statements.

*This section of this Form 10-K generally discusses the year ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] financial results and year-to-year comparisons between these years.

Discussions related to the year ended December 31, [removed: 2021] [added: 2023] financial results and year-to-year comparisons between the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended* *December 31, [removed: 2022.*][added: 2023.*]

Year ended December 31, [removed: 2023] [added: 2024] compared with year ended December 31, [removed: 2022][added: 2023]

The following table provides an executive summary of key operating results for the year ended December 31, [removed: 2023.][added: 2024.]

| Financial measure: | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | % Change Favorable [removed: /] (Unfavorable) | | | Insight and Key Drivers of Change Compared to Prior Year | | |

| Moody's total revenue | | | $ | [removed: 5,916] [added: 7,088] | | $ | [removed: 5,468] [added: 5,916] | | [removed: 8] [added: 20] | | % | — reflects growth in both segments | | |

| MA external revenue | | | $ | [removed: 3,056] [added: 3,295] | | $ | [removed: 2,769] [added: 3,056] | | [removed: 10] [added: 8] | | % | — sustained demand for [removed: KYC solutions, as well as continued growth from] [added: KYC,] insurance [removed: products] [added: offerings] and SaaS-based banking [removed: offerings;] [added: solutions;] — ongoing strong retention for ratings data [removed: feeds;] [added: feeds] and [removed: — elevated usage] [added: company data applications;] and [added: — continued] demand [added: and sales growth] for credit and economic research [added: product offerings] | | |

| Total operating and SG&A expenses | | | $ | [removed: 3,319] [added: 3,680] | | $ | [removed: 3,140] [added: 3,319] | | [removed: (6] [added: (11] | | %) | — higher incentive [removed: compensation accruals] and [removed: performance-based equity] [added: stock-based] compensation aligned with [removed: actual/expected] financial and operating performance; and — higher salaries and [removed: benefits, primarily] [added: benefits] reflecting [removed: hiring] [added: an increase in headcount] and [added: annual] salary increases in [removed: MA to support business growth] [added: both segments] | | |

| Depreciation and amortization | | | $ | [removed: 373] [added: 431] | | $ | [removed: 331] [added: 373] | | [removed: (13] [added: (16] | | %) | — higher amortization relating to internally developed software, primarily related to the development of MA SaaS solutions | | |

| Restructuring | | | $ | [removed: 87] [added: 59] | | $ | [removed: 114] [added: 87] | | [removed: 24] [added: 32] | | % | — relates to the Company's [removed: 2022 - 2023 Geolocation Restructuring Program,] [added: restructuring programs,] more fully discussed in Note [removed: 11] [added: 9] to the consolidated financial statements | | |

[removed: |] [added: Increases in both] Operating [removed: Margin | | | 36.1 | | % | 34.4 | | % | 170BPS | | | — operating] margin and Adjusted Operating Margin(1) [removed: expansion is primarily] [added: are] due to [added: strong] revenue growth, [added: particularly within MIS,] partially offset by [removed: increases] [added: an increase] in operating and SG&A [removed: costs | | |][added: expenses.]

| Adjusted Operating [removed: Margin(1)] [added: Margin (1)] | | | [removed: 43.9] [added: 48.1] | | % | [removed: 42.6] | | [added: | 43.9 | |] % | [removed: 130BPS] | | | | | |

| ETR | | | [removed: 16.9] [added: 23.7] | | % | [removed: 21.9] [added: 16.9] | | % | [removed: 500BPS] [added: (680BPS)] | | | — [removed: lower] [added: higher] ETR primarily reflects tax benefits recognized in the first quarter of 2023, which resulted from the resolutions of UTPs in various U.S. and non-U.S. tax jurisdictions | | |

| Diluted EPS | | | $ | [removed: 8.73] [added: 11.26] | | $ | [removed: 7.44] [added: 8.73] | | [removed: 17] [added: 29] | | % | — increase [removed: in Diluted EPS and Adjusted Diluted EPS(1) is mostly attributable to] [added: reflects] growth in operating income/Adjusted Operating Income(1) [removed: coupled with] [added: driven mainly by increases in MIS revenue, *partially offset by:* —] a [removed: $0.76/share] [added: $0.76 per share] benefit [removed: related to] [added: in] the [added: prior year resulting from the] resolutions of tax matters in the first quarter of [removed: 2023, compared to $0.12/share for similar matters in the first quarter of 2022] [added: 2023] | | |

| Adjusted Diluted EPS(1) | | | $ | [removed: 9.90] [added: 12.47] | | $ | [removed: 8.57] [added: 9.90] | | [removed: 16] [added: 26] | | % | | | |

38 MOODY'S 2024 10-K

A tax position that meets this more-likely-

MOODY'S 2024 10-K 39

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As permitted under ASC Topic 715, the Company amortizes the impact

40 MOODY'S 2024 10-K

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MOODY'S 2024 10-K 41

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42 MOODY'S 2024 10-K

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| MIS external revenue | | | $ | 3,793 | | $ | 2,860 | | 33 | | % | reflects issuance growth across all LOBs resulting from: — favorable market conditions for issuers, due to sustained tight credit spreads and declining interest rates that drove strong refinancing activity; and — demand from investors as yields remained high for a majority of the year | | |

| Charges related to asset abandonment | | | $ | 43 | | $ | — | | NM | | | — costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 22 to the consolidated financial statements | | |

| Total non-operating (expense) income, net | | | $ | (176) | | $ | (202) | | 13 | | % | — an increase in interest income of $39 million due to higher cash and short-term investment balances and higher interest rates; and — a net decrease of $30 million in foreign exchange losses recorded during the year mainly attributable to an immaterial out-of-period adjustment relating to the 2022 fiscal year recorded in the first quarter of 2023; *partially offset by:* — an increase in tax-related interest expense of $21 million mainly due to the favorable resolution of tax matters in the prior year | | |

| Operating Margin | | | 40.6 | | % | 36.1 | | % | 450BPS | | | — operating margin and Adjusted Operating Margin(1) expansion reflects strong revenue growth, particularly in MIS, outpacing operating and SG&A expense growth | | |

MOODY'S 2024 10-K 43

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| | | | 2024 | | | | | | 2023 | | | | | | | | |

| United States | | | $ | 3,836 | | | | | $ | 3,071 | | | | | 25 | | % |

| EMEA | | | 2,174 | | | | | | 1,886 | | | | | | 15 | | % |

| Asia-Pacific | | | 629 | | | | | | 570 | | | | | | 10 | | % |

| Americas | | | 449 | | | | | | 389 | | | | | | 15 | | % |

| SG&A | | | 1,735 | | | | | | 1,632 | | | | | | (6 | | %) |

| Charges related to asset abandonment | | | 43 | | | | | | — | | | | | | NM | | |

2024\---------------------------------------------------------------------------------------2023

   

44 MOODY'S 2024 10-K

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| Compensation expenses of $1,469 million increased $245 million, with the most notable drivers reflecting: | | | Non-compensation expenses of $476 million increased $13 million, with the most notable driver reflecting: | | |

| — higher incentive and stock-based compensation aligned with financial and operating performance and headcount growth | | | | | |

| Compensation expenses of $1,070 million increased $54 million, with the most notable drivers reflecting: | | | Non-compensation expenses of $665 million increased $49 million, with the most notable drivers reflecting: | | |

| — higher incentive and stock-based compensation aligned with headcount growth and financial and operating performance | | | — a charge in 2024 relating to a regulatory investigation, which is more fully discussed in Note 19 to the consolidated financial statements; and | | |

| | | | — increases in costs to support operating growth, including investments to support technology and innovation | | |

MOODY'S 2024 10-K 45

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The amounts reflect charges and adjustments related to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated financial statements.

| Charges related to asset abandonment | | |

Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 22 to the consolidated financial statements.

| | | | | | | Operating margin 40.6%, up 450 BPS | | | | | | | | | Adjusted Operating Margin 48.1%, up 420 BPS | | |

| — higher interest income of $39 million reflecting higher cash and short-term investment balances and interest yields; *partially* *offset by:* | | | | | | — a $30 million net decrease in foreign currency losses mainly attributable to an immaterial out-of-period adjustment relating to the 2022 fiscal year recorded in the first quarter of 2023; *partially offset by:* | | |

Current Matters Impacting Moody's Business

Current Macroeconomic Uncertainties/Market Volatility

The Company continues to monitor current macroeconomic and geopolitical uncertainties that have contributed to volatility in rated issuance volumes, which began in 2022 and have continued into 2023.

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.

A substantial portion of MIS’s revenue is impacted by the level of issuance activity in the fixed income capital markets, both in the U.S. and internationally.

While market volatility has resulted in suppressed rated issuance volumes in certain sectors, the Company believes that these suppressed volumes are predominantly 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 rated issuance volumes.

Refer to Item 1A.

“Risk Factors” for further disclosure relating to these risks.

Military Conflicts

The Company continues to closely monitor the impact of the ongoing Russia-Ukraine military conflict and the military conflict in Israel and surrounding areas on all aspects of its business.

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

Furthermore, the Company also has withdrawn MIS credit ratings on Russian entities.

While Moody's operations and net assets in Russia and Israel and surrounding areas are not material, broader global market volatility, which partially relates to uncertainties surrounding these military conflicts, has contributed and may continue to contribute to volatility in rated issuance volumes.

This impact 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 conflicts may have on its financial position and operating results due to numerous uncertainties regarding the severity and duration of the conflicts and their broader potential macroeconomic impact.

40 MOODY'S 2023 10-K

The Company last performed quantitative assessments on all reporting units at July 31, 2021, pursuant to a change in reporting unit structure in the MA reportable segment.

Annual goodwill impairment assessment performed at July 31, 2023

These qualitative assessments resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.

The growth rates assumed a gradual increase in revenue based on new customer acquisition and new products.

MOODY'S 2023 10-K 41

distinct risks and uncertainties regarding the cash flows of the different reporting units.

Revenue Recognition and Costs to Obtain a Contract with a Customer

Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The discussion below outlines areas of the Company’s revenue recognition process that require significant management judgment and estimates.

Refer to Note 2 of the consolidated financial statements for a comprehensive discussion regarding the Company’s accounting policies relating to the recognition of revenue and costs to obtain a contract with a customer.

Allocating consideration to performance obligations:

Management judgment is required in the determination of the SSP, which is utilized to allocate the transaction price to each distinct performance obligation at contract inception when the contract includes multiple distinct performance obligations.

In the MA segment, for performance obligations where an observable price exists, such as PCS, the observable price is utilized.

If an observable price does not currently exist, the Company will utilize management’s best estimate of SSP for that good or service using estimation methods that maximize the use of observable data points.

In the MIS segment, the SSP for both ratings and monitoring services is generally based upon directly observable selling prices where the rating or monitoring service is sold separately.

The SSP in both segments is usually apportioned along the lines of class of customer, nature of product/services, and other attributes related to those products and services.

Once SSP is determined for each performance obligation, the transaction price, including any discount, is allocated based on the relative SSP of the separate performance obligations.

Costs to Obtain a Contract with a Customer:

Costs incurred to obtain customer contracts, such as sales commissions, are deferred and recorded within other current assets and other assets when such costs are determined to be incremental to obtaining a contract, would not have been incurred otherwise and the Company expects to recover those costs.

These costs are amortized to expense on a systematic basis consistent with the

42 MOODY'S 2023 10-K

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

Depending on the line of business to which the contract relates, this amortization period may be based upon the average economic life of the products sold or average period for which services are provided, inclusive of anticipated contract renewals.

Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page [removed: [59](#iffab83b5032543afad81afac2ae14c21_121)] [added: [56](#ie35c9ceabbc14a06885e28e4120605da_124)] of this annual report on Form 10-K.

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

| What [removed: do we] [added: do we] do? | | | Issue, Originate, Select, Underwrite | | | Identify, Measure, Monitor & Manage Risk | | | Verify, Comply, Plan & Report | | |

Leveraging [removed: our] [added: an unrivaled] set of data, analytics, & domain expertise across...

| How do [removed: we do] [added: we do] this? | | | Credit Companies | | | Properties Securities | | | People Economies | | | ESG Climate | | |

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

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

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 [removed: SaaS] [added: subscription] businesses serving banking, insurance and KYC workflows (Decision Solutions).

| | | | | | | | | | [removed: ] [added: ] | | | [removed: 1,900+] [added: 900+] | | | | | | [removed: ] | | | [removed: 100+] | | |

| [added: ] | | | | | | | | | [removed: ] [added: ] | | | [removed: 144] | | | | | | [removed: ] [added: ] | | | [removed: 47] | | |

[removed: Moody’s manages its business with the goal of delivering] [added: Moody's aims to deliver] value to all [removed: of its] stakeholders, including [removed: its] customers, employees, [removed: business] partners, [removed: local communities] [added: communities,] and stockholders.

[added: In 2024,] Moody's received [removed: the following] [added: multiple] awards [removed: and recognition] for its [removed: sustainability- related efforts during 2023:][added: sustainability efforts, including:]

[removed: –Recognized] [added: - 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 [removed: stockholders;][added: stockholders for its sustainability-related efforts;]

The Audit Committee oversees financial, risk and other disclosures made in the Company’s annual and quarterly reports related to [removed: sustainability and has overseen the expanded voluntary disclosures the Company has made in its periodic filings.][added: sustainability.]

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

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the number of Moody’s employees was as follows:

| MIS | | | U.S. | | | | | | [removed: 1,490] [added: 1,571] | | | | | | [removed: 1,538] [added: 1,490] | | | | | | | | | | | | [removed: (3)] [added: 5] | | % |

| Total MCO | | | U.S. | | | | | | [removed: 5,229] [added: 5,256] | | | | | | [removed: 5,068] [added: 5,231] | | | | | | | | | | | | [removed: 3] [added: —] | | % |

–providing market-competitive compensation, benefits and wellness [removed: programs; and][added: programs as part of our Total Rewards program;]

Moody's believes that a [removed: diverse workforce,] [added: workforce] comprised of individuals with varied thoughts, [removed: backgrounds,] [added: backgrounds] and [removed: experiences,] [added: experiences] fosters an environment that makes our opinions stronger, our products more innovative, our workplace more [removed: welcoming,] [added: welcoming] and improves how we relate and respond to our customers.

[removed: By] [added: Our Inclusion Operating and Governance Model turns our inclusion strategy into reality by] providing a functional framework to guide how our [removed: inclusion] [added: People] team, councils, sponsors, BRGs and committees work [removed: together, the OGM focuses our collective efforts to advance our strategic priorities.][added: together.]

The Global Inclusion Council, chaired by our CEO and composed of senior [removed: leaders who are committed to inclusion and diversity best practices,] [added: leaders,] is charged with [removed: the] oversight of our global inclusion strategy and its progress.

Our governance model also [removed: include] [added: includes] three Regional Inclusion Councils tasked with overseeing the [removed: implementation and progression of the] inclusion strategy within their respective regions.

[removed: Our operating model includes 11 active BRGs which represent 53 chapters and] [added: These groups] are open to all Moody's employees, with more than [removed: 3,800] [added: 4,800] employees participating globally as of December 31, [removed: 2023.][added: 2024.]

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

[removed: Moody’s compensation] [added: Moody's Total Rewards] programs are designed to [removed: foster] [added: attract] and maintain a [removed: strong, capable, experienced] [added: high-performing, engaged] and motivated global workforce.

The [removed: Company’s] [added: Company's] compensation packages include market-competitive salaries, [added: performance-based] annual [removed: bonuses] [added: bonuses,] and equity grants [added: aligned to our long-term performance] for certain employees.

The [removed: Company’s comprehensive] [added: Company's industry leading benefits] programs offer [added: comprehensive] resources [removed: for physical and] [added: to support physical,] mental [removed: health that promote preventive care, awareness] and [removed: support for a healthy lifestyle.][added: financial well-being.]

[removed: To balance the needs of Moody's employees and business, the] [added: The] Company has implemented a "PurposeFirst" framework, which fosters purpose-driven decisions relating to how and where Moody's teams work.

[removed: The Company measures] [added: We measure] employee engagement via multiple channels, including [removed: a] [added: the] BES for employees to provide anonymous and candid feedback to management.

This periodic survey helps Moody's management understand our [removed: employees’] [added: employees'] level of engagement in critical areas, which include, but are not limited [removed: to: company strategy; opportunities for employee development;] [added: to, purpose, leadership, managerial effectiveness, connection, enablement] and [removed: work/life balance.][added: empowerment and well-being.]

[removed: Climate change is a defining issue of our time, and while] [added: While] Moody’s has a limited direct environmental impact, we do [removed: nonetheless] have an important role to play in demonstrating proactive corporate responsibility and best practices when it comes to climate change mitigation.

Our decarbonization plan outlines tangible strategies for realizing [removed: its] [added: our] climate ambitions, including the procurement of 100% of renewable electricity in the Company’s office spaces and optimizing efficiencies in its operations through its hybrid work program.

The Company [removed: is taking] [added: continues to take] steps to integrate these capabilities into existing offerings to provide its analysts and researchers with streamlined access to consistent and high-quality climate insights.

| Enhancements to ratings quality and product extensions | | | [removed: Investments that extend ownership and participation in joint ventures and strategic alliances] | | | Expansion in emerging markets | | | New products, services, content and technology capabilities, including Gen AI, to meet customer demands | | | [removed: Selective bolt-on] [added: Investments that extend ownership and participation in joint ventures as well as] acquisitions [added: and strategic partnerships] that accelerate the ability to scale and grow Moody’s businesses | | |

Moody’s growth is influenced by a number of trends that impact [removed: financial information markets] [added: the market for our products,] including:

As an early adopter of Gen AI, Moody's expects to be well positioned to benefit from the capabilities of this [removed: groundbreaking] technology, which will help our customers make better decisions by unlocking deeper, more integrated perspectives on risk.

| [removed: ] [added: ] | | | Operational and reputational risks | | | [removed: ] [added: ] | | | Digitization [added: & Artificial Intelligence] | | |

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

| [removed: ] [added: ] | | | Climate change | | | [removed: ] [added: ] | | | Geopolitical risks | | |

| [removed: ] [added: ] | | | Economic Expansion | | | + | | | [removed: ] [added: ] | | | Value Proposition | | | + | | | [removed: ] [added: ] | | | Developing Capital [removed: Markets] [added: Markets and Evolving Risks] | | |

In a world shaped by increasingly interconnected risks, Moody's data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities.

With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody's gives customers the comprehensive perspective needed to act with confidence and thrive.

Moody's is helping customers accelerate value creation in an era of exponential risk.

| Moody's Analytics | | | | | | | | | Moody's Investors Service | | | | | |

| MA provides data, intelligence and analytical tools to help business and financial leaders make confident decisions. | | | | | | | | | | | | For more than 115 years, MIS has been a leading provider of credit ratings, research, and risk analysis helping businesses, governments, and other entities around the globe. | | |

10 MOODY'S 2024 10-K

MOODY'S 2024 10-K 11

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

|  | | | 14,800+ | | | | | |  | | | 6,700+ | | | | | |  | | | 800+ | | |

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

| | | | | | | | | |  | | | 1,900+ | | | | | |  | | | 200+ | | |

| | | | | | | | | |  | | | 900+ | | | | | |  | | | 200+ | | |

12 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

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

|  | | | $75.8+ trillion | | | | | |  | | | 4,800+ | | | | | |  | | | 3,300+ | | |

|  | | | 33,300+ | | | | | |  | | | 14,400+ | | | | | |  | | | 8,900+ | | |

|  | | | 190+ | | | | | |  | | | 1,000+ | | | | | |  | | | 380+ | | |

| | | | | | | | | |  | | | 140+ | | | | | |  | | | 50 | | |

MOODY'S 2024 10-K 13

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

We consider sustainability in our operations, products, and services.

We use our expertise to make a positive impact, helping others understand the link between sustainability and global markets.

- Made CDP's 2023 Climate Change 'A' List, in recognition of Moody's leadership in corporate transparency and actions taken in response to climate change;

- Named to the 2023 Dow Jones Sustainability Indices - World and North America, an annual listing of publicly traded companies, recognizing Moody's for its strong corporate sustainability practices; and

- Recognized as a 2023 CDP Supplier Engagement leader for the fourth consecutive year, ranking among the top 4% of companies assessed for supplier engagement on climate change.

The Board maintains its collective knowledge of sustainability topics through ongoing education, such as regular presentations from management.

| Our Actions | | | | | | | | | Our Influence | | | | | | | | | Our Support | | | | | |

| the decisions and actions we can take related to impacts under our direct control | | | | | | | | | the actions that we can request from entities providing us with products and services | | | | | | | | | the steps we take to support or enable direct action by other organizations or communities | | | | | |

14 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

Our employees are vital to Moody’s continued success, and we seek to create an environment that attracts, develops and sustains a highly skilled, performance-oriented and engaged workforce.

Our approach is oriented around the following pillars:

–implementing a robust talent management, employee engagement and retention strategy; and

–fostering an inclusive environment where all employees have a sense of belonging and are given the opportunity to perform their best.

Total Rewards

We invest in AI powered technologies in order to provide our employees with a world-class experience accessing and managing their benefits.

We continuously evaluate our market benchmarks and employee feedback so that our benefits are competitive and support the attraction of the best talent.

For example, in recent years we implemented a global paid parental leave policy to give parents time off to care for and bond with a new child and updated our tuition reimbursement program.

Moody’s believes that our long-term success depends on our ability to attract, develop and retain a high-performing workforce.

Moody’s is a global integrated risk assessment firm that empowers organizations to anticipate, adapt and thrive in a new era of exponential risk.

Our data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others.

Moody's is empowering organizations to make better decisions.

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

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

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

|  | | | Provider of financial intelligence and analytical tools supporting customers’ growth, efficiency and risk management objectives | | | | | | | | | | | |  | | | Independent provider of credit rating opinions and related information for over 100 years | | |

10 MOODY'S 2023 10-K


MOODY'S 2023 10-K 11

|  | | | 14,800+ | | | | | |  | | | 6,600+ | | | | | |  | | | 900+ | | |

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

| | | | | | | | | |  | | | 900+ | | | | | |  | | | 400+ | | |

| | | | | | | | | |  | | | 800+ | | | | | | | | | | | |

12 MOODY'S 2023 10-K

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

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

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

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

MOODY'S 2023 10-K 13

As part of this effort, Moody’s advances its commitment to sustainability by considering ESG factors in its operations, value chain, products and services.

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 involve adhering to globally recognized standards including the GRI, SASB and TCFD recommendations.

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

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

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

This has helped to develop the Company’s robust ESG strategy.

This oversight has resulted in the Company more fully integrating sustainability-related performance metrics into the strategic & operational compensation metric of all senior executives.

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

| Better Business | | | | | | | | | Better Lives | | | | | | | | | Better Solutions | | | | | |

| For Moody's operations and value chain | | | | | | | | | For Moody's people and communities | | | | | | | | | For market transformation | | | | | |

| 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 that inform a clear and holistic understanding of ESG risk. | | | | | |

14 MOODY'S 2023 10-K

Moody's believes that a workforce representing an array of backgrounds and experiences helps create an environment that maximizes every employee’s contribution, widens the leadership pipeline and enhances our work, including the quality of our opinions, products and services.

| | | | | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | % | | |

| MA | | | U.S. | | | | | | 2,995 | | | | | | 2,789 | | | | | | | | | | | | 7 | | % |

| | | | Non-U.S. | | | | | | 4,858 | | | | | | 4,333 | | | | | | | | | | | | 12 | | % |

| | | | Total | | | | | | 7,853 | | | | | | 7,122 | | | | | | | | | | | | 10 | | % |

| | | | Non-U.S. | | | | | | 3,855 | | | | | | 3,981 | | | | | | | | | | | | (3) | | % |

| | | | Total | | | | | | 5,345 | | | | | | 5,519 | | | | | | | | | | | | (3) | | % |

For information regarding legal proceedings, see Part II, Item 8 – “Financial Statements,” Note [removed: 21] [added: 19] “Contingencies” in this Form 10-K.

FOR THE FISCAL YEAR ENDED December 31, [removed: 2023][added: 2024]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, [removed: 2023] [added: 2024] (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately [removed: $64] [added: $77] billion.

As of January 31, [removed: 2024, 182.5] [added: 2025, 180.0] 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: 16, 2024,] [added: 15, 2025,] are incorporated by reference into Part III of this Form 10-K.

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

| | | | [Glossary of Terms and [removed: Abbreviations](#iffab83b5032543afad81afac2ae14c21_10)] [added: Abbreviations](#ie35c9ceabbc14a06885e28e4120605da_10)] | | | | | | [removed: [4](#iffab83b5032543afad81afac2ae14c21_10)] [added: [4](#ie35c9ceabbc14a06885e28e4120605da_10)] | | |

| Item 1. | | | [removed: [BUSINESS](#iffab83b5032543afad81afac2ae14c21_16)] [added: [BUSINESS](#ie35c9ceabbc14a06885e28e4120605da_16)] | | | | | | [removed: [10](#iffab83b5032543afad81afac2ae14c21_16)] [added: [10](#ie35c9ceabbc14a06885e28e4120605da_16)] | | |

| | | | [The [removed: Company](#iffab83b5032543afad81afac2ae14c21_22)] [added: Company](#ie35c9ceabbc14a06885e28e4120605da_22)] | | | | | | [removed: [10](#iffab83b5032543afad81afac2ae14c21_22)] [added: [10](#ie35c9ceabbc14a06885e28e4120605da_22)] | | |

| | | | [Human [removed: Capital](#iffab83b5032543afad81afac2ae14c21_37)] [added: Capital](#ie35c9ceabbc14a06885e28e4120605da_34)] | | | | | | [removed: [15](#iffab83b5032543afad81afac2ae14c21_37)] [added: [15](#ie35c9ceabbc14a06885e28e4120605da_34)] | | |

| | | | [Moody’s [removed: Strategy](#iffab83b5032543afad81afac2ae14c21_43)] [added: Strategy](#ie35c9ceabbc14a06885e28e4120605da_40)] | | | | | | [removed: [19](#iffab83b5032543afad81afac2ae14c21_43)] [added: [17](#ie35c9ceabbc14a06885e28e4120605da_40)] | | |

| | | | [Prospects for [removed: Growth](#iffab83b5032543afad81afac2ae14c21_46)] [added: Growth](#ie35c9ceabbc14a06885e28e4120605da_43)] | | | | | | [removed: [20](#iffab83b5032543afad81afac2ae14c21_46)] [added: [18](#ie35c9ceabbc14a06885e28e4120605da_43)] | | |

| | | | [Intellectual [removed: Property](#iffab83b5032543afad81afac2ae14c21_55)] [added: Property](#ie35c9ceabbc14a06885e28e4120605da_52)] | | | | | | [removed: [22](#iffab83b5032543afad81afac2ae14c21_55)] [added: [20](#ie35c9ceabbc14a06885e28e4120605da_52)] | | |

| | | | [Available [removed: Information](#iffab83b5032543afad81afac2ae14c21_58)] [added: Information](#ie35c9ceabbc14a06885e28e4120605da_55)] | | | | | | [removed: [23](#iffab83b5032543afad81afac2ae14c21_58)] [added: [21](#ie35c9ceabbc14a06885e28e4120605da_55)] | | |

| | | | [Executive Officers of the [removed: Registrant](#iffab83b5032543afad81afac2ae14c21_61)] [added: Registrant](#ie35c9ceabbc14a06885e28e4120605da_58)] | | | | | | [removed: [23](#iffab83b5032543afad81afac2ae14c21_61)] [added: [21](#ie35c9ceabbc14a06885e28e4120605da_58)] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#iffab83b5032543afad81afac2ae14c21_64)] [added: FACTORS](#ie35c9ceabbc14a06885e28e4120605da_61)] | | | | | | [removed: [25](#iffab83b5032543afad81afac2ae14c21_64)] [added: [23](#ie35c9ceabbc14a06885e28e4120605da_61)] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#iffab83b5032543afad81afac2ae14c21_67)] [added: COMMENTS](#ie35c9ceabbc14a06885e28e4120605da_64)] | | | | | | [removed: [35](#iffab83b5032543afad81afac2ae14c21_67)] [added: [33](#ie35c9ceabbc14a06885e28e4120605da_64)] | | |

| Item 1C. | | | [CYBERSECURITY AND RISK [removed: MANAGEMENT](#iffab83b5032543afad81afac2ae14c21_3176)] [added: MANAGEMENT](#ie35c9ceabbc14a06885e28e4120605da_67)] | | | | | | [removed: [35](#iffab83b5032543afad81afac2ae14c21_3176)] [added: [34](#ie35c9ceabbc14a06885e28e4120605da_67)] | | |

| Item 2. | | | [removed: [PROPERTIES](#iffab83b5032543afad81afac2ae14c21_70)] [added: [PROPERTIES](#ie35c9ceabbc14a06885e28e4120605da_70)] | | | | | | [removed: [37](#iffab83b5032543afad81afac2ae14c21_70)] [added: [35](#ie35c9ceabbc14a06885e28e4120605da_70)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#iffab83b5032543afad81afac2ae14c21_73)] [added: PROCEEDINGS](#ie35c9ceabbc14a06885e28e4120605da_73)] | | | | | | [removed: [37](#iffab83b5032543afad81afac2ae14c21_73)] [added: [35](#ie35c9ceabbc14a06885e28e4120605da_73)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#iffab83b5032543afad81afac2ae14c21_76)] [added: DISCLOSURES](#ie35c9ceabbc14a06885e28e4120605da_76)] | | | | | | [removed: [37](#iffab83b5032543afad81afac2ae14c21_76)] [added: [35](#ie35c9ceabbc14a06885e28e4120605da_76)] | | |

| [PART [removed: II.](#iffab83b5032543afad81afac2ae14c21_79)] [added: II.](#ie35c9ceabbc14a06885e28e4120605da_79)] | | | | | | | | | | | |

| Item 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#iffab83b5032543afad81afac2ae14c21_82)] [added: SECURITIES](#ie35c9ceabbc14a06885e28e4120605da_82)] | | | | | | [removed: [37](#iffab83b5032543afad81afac2ae14c21_82)] [added: [35](#ie35c9ceabbc14a06885e28e4120605da_82)] | | |

| | | | [Moody’s Purchases of Equity [removed: Securities](#iffab83b5032543afad81afac2ae14c21_85)] [added: Securities](#ie35c9ceabbc14a06885e28e4120605da_85)] | | | | | | [removed: [37](#iffab83b5032543afad81afac2ae14c21_85)] [added: [36](#ie35c9ceabbc14a06885e28e4120605da_85)] | | |

| | | | [Common Stock [removed: Information](#iffab83b5032543afad81afac2ae14c21_88)] [added: Information](#ie35c9ceabbc14a06885e28e4120605da_91)] | | | | | | [removed: [38](#iffab83b5032543afad81afac2ae14c21_88)] [added: [36](#ie35c9ceabbc14a06885e28e4120605da_91)] | | |

| | | | [Equity Compensation Plan [removed: Information](#iffab83b5032543afad81afac2ae14c21_91)] [added: Information](#ie35c9ceabbc14a06885e28e4120605da_94)] | | | | | | [removed: [38](#iffab83b5032543afad81afac2ae14c21_91)] [added: [36](#ie35c9ceabbc14a06885e28e4120605da_94)] | | |

| | | | [Performance [removed: Graph](#iffab83b5032543afad81afac2ae14c21_94)] [added: Graph](#ie35c9ceabbc14a06885e28e4120605da_97)] | | | | | | [removed: [39](#iffab83b5032543afad81afac2ae14c21_94)] [added: [37](#ie35c9ceabbc14a06885e28e4120605da_97)] | | |

| [removed: Item 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#iffab83b5032543afad81afac2ae14c21_97) | | |] [added: MD&A] | | | [removed: [40](#iffab83b5032543afad81afac2ae14c21_97)] [added: Management’s Discussion and Analysis of Financial Condition and Results of Operations] | | |

| | | | [Critical Accounting [removed: Estimates](#iffab83b5032543afad81afac2ae14c21_106)] [added: Estimates](#ie35c9ceabbc14a06885e28e4120605da_109)] | | | | | | [removed: [40](#iffab83b5032543afad81afac2ae14c21_106)] [added: [38](#ie35c9ceabbc14a06885e28e4120605da_109)] | | |

| | | | [Liquidity and Capital [removed: Resources](#iffab83b5032543afad81afac2ae14c21_124)] [added: Resources](#ie35c9ceabbc14a06885e28e4120605da_127)] | | | | | | [removed: [60](#iffab83b5032543afad81afac2ae14c21_124)] [added: [57](#ie35c9ceabbc14a06885e28e4120605da_127)] | | |

| | | | [Recently Issued Accounting [removed: Pronouncements](#iffab83b5032543afad81afac2ae14c21_139)] [added: Pronouncements](#ie35c9ceabbc14a06885e28e4120605da_145)] | | | | | | [removed: [65](#iffab83b5032543afad81afac2ae14c21_139)] [added: [61](#ie35c9ceabbc14a06885e28e4120605da_145)] | | |

| | | | [Forward-Looking [removed: Statements](#iffab83b5032543afad81afac2ae14c21_145)] [added: Statements](#ie35c9ceabbc14a06885e28e4120605da_151)] | | | | | | [removed: [65](#iffab83b5032543afad81afac2ae14c21_145)] [added: [61](#ie35c9ceabbc14a06885e28e4120605da_151)] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#iffab83b5032543afad81afac2ae14c21_148)] [added: RISK](#ie35c9ceabbc14a06885e28e4120605da_154)] | | | | | | [removed: [67](#iffab83b5032543afad81afac2ae14c21_148)] [added: [63](#ie35c9ceabbc14a06885e28e4120605da_154)] | | |

| Item 8. | | | [FINANCIAL [removed: STATEMENTS](#iffab83b5032543afad81afac2ae14c21_151)] [added: STATEMENTS](#ie35c9ceabbc14a06885e28e4120605da_157)] | | | | | | [removed: [67](#iffab83b5032543afad81afac2ae14c21_151)] [added: [63](#ie35c9ceabbc14a06885e28e4120605da_157)] | | |

| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#iffab83b5032543afad81afac2ae14c21_262)] [added: DISCLOSURE](#ie35c9ceabbc14a06885e28e4120605da_271)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_262)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_271)] | | |

| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#iffab83b5032543afad81afac2ae14c21_265)] [added: PROCEDURES](#ie35c9ceabbc14a06885e28e4120605da_274)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_265)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_274)] | | |

| Item 9B. | | | [OTHER [removed: INFORMATION](#iffab83b5032543afad81afac2ae14c21_268)] [added: INFORMATION](#ie35c9ceabbc14a06885e28e4120605da_277)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_268)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_277)] | | |

| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#iffab83b5032543afad81afac2ae14c21_271)] [added: INSPECTIONS](#ie35c9ceabbc14a06885e28e4120605da_283)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_271)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_283)] | | |

| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#iffab83b5032543afad81afac2ae14c21_277)] [added: GOVERNANCE](#ie35c9ceabbc14a06885e28e4120605da_289)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_277)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_289)] | | |

| Item 11. | | | [EXECUTIVE [removed: COMPENSATION](#iffab83b5032543afad81afac2ae14c21_280)] [added: COMPENSATION](#ie35c9ceabbc14a06885e28e4120605da_292)] | | | | | | [removed: [123](#iffab83b5032543afad81afac2ae14c21_280)] [added: [117](#ie35c9ceabbc14a06885e28e4120605da_292)] | | |

MOODY'S 2024 10-K 1

| [PART I.](#ie35c9ceabbc14a06885e28e4120605da_13) | | | | | | | | | | | |

| | | | [Background](#ie35c9ceabbc14a06885e28e4120605da_19) | | | | | | [10](#ie35c9ceabbc14a06885e28e4120605da_19) | | |

| | | | [Sustainability](#ie35c9ceabbc14a06885e28e4120605da_31) | | | | | | [14](#ie35c9ceabbc14a06885e28e4120605da_31) | | |

| | | | [Climate](#ie35c9ceabbc14a06885e28e4120605da_37) | | | | | | [16](#ie35c9ceabbc14a06885e28e4120605da_37) | | |

| | | | [Competition](#ie35c9ceabbc14a06885e28e4120605da_46) | | | | | | [19](#ie35c9ceabbc14a06885e28e4120605da_46) | | |

| | | | [Regulation](#ie35c9ceabbc14a06885e28e4120605da_49) | | | | | | [20](#ie35c9ceabbc14a06885e28e4120605da_49) | | |

| | | | [The Company](#ie35c9ceabbc14a06885e28e4120605da_103) | | | | | | [38](#ie35c9ceabbc14a06885e28e4120605da_103) | | |

| | | | [Reportable Segments](#ie35c9ceabbc14a06885e28e4120605da_112) | | | | | | [41](#ie35c9ceabbc14a06885e28e4120605da_112) | | |

| | | | [Results of Operations](#ie35c9ceabbc14a06885e28e4120605da_115) | | | | | | [42](#ie35c9ceabbc14a06885e28e4120605da_115) | | |

| | | | [Market Risk](#ie35c9ceabbc14a06885e28e4120605da_124) | | | | | | [56](#ie35c9ceabbc14a06885e28e4120605da_124) | | |

| | | | [Contingencies](#ie35c9ceabbc14a06885e28e4120605da_148) | | | | | | [61](#ie35c9ceabbc14a06885e28e4120605da_148) | | |

2 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

| [PART III.](#ie35c9ceabbc14a06885e28e4120605da_286) | | | | | | | | | | | |

| [PART IV.](#ie35c9ceabbc14a06885e28e4120605da_304) | | | | | | | | | | | |

| [INDEX TO EXHIBITS](#ie35c9ceabbc14a06885e28e4120605da_307) | | | | | | | | | [118](#ie35c9ceabbc14a06885e28e4120605da_307) | | |

| [SIGNATURES](#ie35c9ceabbc14a06885e28e4120605da_313) | | | | | | | | | [122](#ie35c9ceabbc14a06885e28e4120605da_313) | | |

MOODY'S 2024 10-K 3

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

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| AUD | | | Australian dollar | | |

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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) | | |

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

| | | | [Current Matters Impacting Moody's Business](#iffab83b5032543afad81afac2ae14c21_103) | | | | | | [40](#iffab83b5032543afad81afac2ae14c21_103) | | |

| | | | [Reportable Segments](#iffab83b5032543afad81afac2ae14c21_109) | | | | | | [44](#iffab83b5032543afad81afac2ae14c21_109) | | |

| | | | [Results of Operations](#iffab83b5032543afad81afac2ae14c21_112) | | | | | | [45](#iffab83b5032543afad81afac2ae14c21_112) | | |

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

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

2 MOODY'S 2023 10-K

| [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

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

| ASR | | | | | | Accelerated Share Repurchase | | |

| Brexit | | | | | | The withdrawal of the United Kingdom from the European Union | | |

4 MOODY'S 2023 10-K

| Commission | | | | | | European Commission | | |

| 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. | | |

| ERS | | | | | | Enterprise Risk Solutions; a former LOB within MA, which offered risk management software solutions as well as related risk management advisory engagements services | | |

MOODY'S 2023 10-K 5

| EURIBOR | | | | | | The Euro Interbank Offered Rate | | |

| ELT | | | | | | Executive Leadership Team | | |

| GRI | | | | | | Global Reporting Initiative, an international independent standards organization that helps organizations understand and disclose their impact on climate change, human rights and corruption | | |

| IFRS | | | | | | International Financial Reporting Standards | | |

| IOSCO | | | | | | International Organization of Securities Commissions | | |

6 MOODY'S 2023 10-K

| LIBOR | | | | | | London Interbank Offered Rate | | |

| Make Whole | | | | | | The prepayment penalty amount relating to certain Senior Notes, which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal | | |

MOODY'S 2023 10-K 7

| RMS Plans | | | | | | The RMS 2014 Equity Award Plan and the RMS 2015 Equity Incentive Plan | | |

| SASB | | | | | | Sustainability Accounting Standards Board | | |

8 MOODY'S 2023 10-K

MOODY'S 2024 10-K 33

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

At December 31, [removed: 2023,] [added: 2024,] the Company’s internal cybersecurity team consisted of members located in various countries and time zones across the world.

The Cyber Committee, chaired by the CISO, and whose members include the [removed: CTSO] [added: CTSO, CAO] and [removed: CAO,] [added: Chief Risk & Resiliency Officer,] as well as other members of senior management and the legal team, is responsible for identifying cybersecurity risks and threats, recommending mitigating actions to strengthen cybersecurity resilience, and meeting risk tolerance thresholds established by senior management.

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

[added: The Cyber] Committee also validates that the Company has appropriate people, process and technology capabilities to identify, mitigate and report on cybersecurity risks to the executive leadership team and the Board of Directors.

The cybersecurity program is an important part of the Company’s enterprise risk management (ERM), with the head of the Company’s ERM program [added: (the Chief Risk & Resiliency Officer)] sitting on the Cyber Committee, and sets forth a process for escalating certain incidents to the Company’s ERM group integrated into the Company’s Incident Response Plan.

The results of the assessment are periodically shared with the Cyber [removed: Committee and the Audit] Committee.

[removed: In addition to these ongoing efforts, the Company has a set] of third-party risk management tools through which it monitors for cybersecurity risks and threats associated with its third-party service providers.

[added: The] Company is audited in connection with requirements set forth in the Sarbanes-Oxley Act of 2002, and Moody’s Analytics obtains third-party audits in connection with [added: the] ISO 27001 [added: certification] and SOC [removed: 2 certification] [added: 1] and [added: SOC 2] attestation reports, respectively, for certain products.

In addition to these ongoing efforts, the Company has a set

34 MOODY'S 2024 10-K

The Cyber

MOODY'S 2023 10-K 35

The

36 MOODY'S 2023 10-K

As of December 31, [removed: 2023,] [added: 2024,] Moody’s operations were conducted from [removed: 31] [added: 29] U.S. offices and [removed: 81] [added: 102] non-U.S. office locations, all of which are leased.

For the three months ended December 31, [removed: 2023:][added: 2024:]

(1)Includes surrender to the Company of [removed: 10,208; 878;] [added: 8,659; 276;] and [removed: 496] [added: 2,723] shares of common stock in October, November and December, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

On February [removed: 7, 2022,] [added: 5, 2024,] the Board of Directors authorized [removed: $750 million of] [added: $1 billion in] share repurchase authority.

At December 31, [removed: 2023,] [added: 2024,] there was approximately [removed: $359 million] [added: $1.6 billion] of share repurchase authority remaining under [removed: this authorization.][added: these authorizations.]

On [removed: February 5,] [added: October 15,] 2024, the Board [removed: of Directors] authorized an additional [removed: $1] [added: $1.5] billion in share repurchase authority.

During the fourth quarter of [removed: 2023,] [added: 2024,] Moody’s issued a net [removed: 100] [added: 83] thousand shares under employee stock-based compensation plans.

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

The number of registered shareholders of record at January 31, [removed: 2024] [added: 2025] was [removed: 1,461.][added: 1,362.]

The table below sets forth, as of December 31, [removed: 2023,] [added: 2024,] certain information regarding the Company’s equity compensation plans.

(1)Includes [removed: 2,065,581] [added: 1,927,315] options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, [removed: 66,855] [added: 31,168] options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and [removed: 5,841] [added: 5,300] unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.

This number also includes a maximum of [removed: 594,140] [added: 599,596] performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of [removed: 200% of] the target award for performance shares granted in [removed: 2021, 2022] [added: 2022, 2023] and [removed: 2023.][added: 2024.]

Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is [removed: 297,070.][added: 315,665.]

(3)Includes [removed: 15,956,514] [added: 15,206,030] shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and [removed: 10,173,336] [added: 9,584,545] may be issued as awards of unrestricted shares, restricted stock, restricted stock units, performance shares or any other stock-based awards under the 2001 Stock Incentive Plan, [removed: 449,049] [added: 466,831] shares available for issuance as options or restricted stock units under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, [removed: 866,673] [added: and 861,174] shares available for issuance as options, shares of restricted stock, restricted stock units or performance shares under the 1998 Directors Plan, and [removed: 2,464,707] [added: 2,415,621] 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: 2018.][added: 2019.]

The total return for the Company's common stock was [removed: 192%] [added: 108%] during the performance period as compared with a total return during the same period of [removed: 107% and] 97% [added: and 85%] for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | |

MOODY'S 2024 10-K 35

| October 1- 31 | | | | | | 382,909 | | | | | | $ | 471.64 | | | | | 374,250 | | | | | | $1,870 million | | |

| November 1- 30 | | | | | | 304,282 | | | | | | $ | 474.26 | | | | | 304,006 | | | | | | $1,726 million | | |

| December 1- 31 | | | | | | 329,465 | | | | | | $ | 486.13 | | | | | 326,742 | | | | | | $1,567 million | | |

| Total | | | | | | 1,016,656 | | | | | | $ | 477.15 | | | | | 1,004,998 | | | | | | | | |

| Equity compensation plans approved by security holders | | | | | | 2,563,379 | | | (1) | | | | | | $ | 267.64 | | | | | 18,949,656 | | | (3) | | |

| Total | | | | | | 2,563,379 | | | | | | | | | $ | 267.64 | | | | | 18,949,656 | | | | | |

36 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 123.28 | | | | | $ | 167.13 | | | | | $ | 120.32 | | | | | $ | 170.28 | | | | | $ | 208.01 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 98.99 | | | | | $ | 136.16 | | | | | $ | 116.49 | | | | | $ | 142.90 | | | | | $ | 184.70 | | | | |

MOODY'S 2024 10-K 37

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

| 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 | | | | | | | | |

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

| 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

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#iffab83b5032543afad81afac2ae14c21_154)] [added: Reporting](#ie35c9ceabbc14a06885e28e4120605da_160)] | | | | | | [removed: [68](#iffab83b5032543afad81afac2ae14c21_154)] [added: [64](#ie35c9ceabbc14a06885e28e4120605da_160)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#iffab83b5032543afad81afac2ae14c21_157)] [added: Firm](#ie35c9ceabbc14a06885e28e4120605da_163)] | | | | | | [removed: [69](#iffab83b5032543afad81afac2ae14c21_157)] [added: [65](#ie35c9ceabbc14a06885e28e4120605da_163)] | | |

| [Consolidated Statements of [removed: Operations](#iffab83b5032543afad81afac2ae14c21_160)] [added: Operations](#ie35c9ceabbc14a06885e28e4120605da_166)] | | | | | | [removed: [71](#iffab83b5032543afad81afac2ae14c21_160)] [added: [67](#ie35c9ceabbc14a06885e28e4120605da_166)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#iffab83b5032543afad81afac2ae14c21_163)] [added: Income](#ie35c9ceabbc14a06885e28e4120605da_169)] | | | | | | [removed: [72](#iffab83b5032543afad81afac2ae14c21_163)] [added: [68](#ie35c9ceabbc14a06885e28e4120605da_169)] | | |

| [Consolidated Balance [removed: Sheets](#iffab83b5032543afad81afac2ae14c21_166)] [added: Sheets](#ie35c9ceabbc14a06885e28e4120605da_172)] | | | | | | [removed: [73](#iffab83b5032543afad81afac2ae14c21_166)] [added: [69](#ie35c9ceabbc14a06885e28e4120605da_172)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iffab83b5032543afad81afac2ae14c21_169)] [added: Flows](#ie35c9ceabbc14a06885e28e4120605da_175)] | | | | | | [removed: [74](#iffab83b5032543afad81afac2ae14c21_169)] [added: [70](#ie35c9ceabbc14a06885e28e4120605da_175)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#iffab83b5032543afad81afac2ae14c21_172)] [added: Equity](#ie35c9ceabbc14a06885e28e4120605da_178)] | | | | | | [removed: [75](#iffab83b5032543afad81afac2ae14c21_172)] [added: [71](#ie35c9ceabbc14a06885e28e4120605da_178)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iffab83b5032543afad81afac2ae14c21_175)] [added: Statements](#ie35c9ceabbc14a06885e28e4120605da_181)] | | | | | | [removed: [78](#iffab83b5032543afad81afac2ae14c21_175)] [added: [74](#ie35c9ceabbc14a06885e28e4120605da_181)] | | |

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_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: 2023] [added: 2024] based on criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the assessment performed, management has concluded that Moody’s maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their accompanying report which expresses an unqualified opinion on the effectiveness of Moody's internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

[added: |] February [removed: 14,] [added: 5,] 2024 [added: | | | | | | 1,000 | | | | | | 67 | | |]

We have audited the accompanying consolidated balance sheets of Moody's Corporation and subsidiaries (the Company) as December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note [removed: 17] [added: 15] to the consolidated financial statements, the Company has recorded uncertain tax positions (UTPs), excluding associated interest of [removed: $196] [added: $211] million as of December 31, [removed: 2023.][added: 2024.]

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | $ | [removed: 5,916] [added: 7,088] | | | | | [removed: $] [added: $] | [removed: 5,468] [added: 5,916] | | | | | [removed: $] [added: $] | [removed: 6,218] [added: 5,468] | |

| Operating | | | [removed: 1,687] [added: 1,945] | | | | | | [removed: 1,613] [added: 1,687] | | | | | | [removed: 1,637] [added: 1,613] | | |

| Selling, general and administrative | | | [removed: 1,632] [added: 1,735] | | | | | | [removed: 1,527] [added: 1,632] | | | | | | [removed: 1,480] [added: 1,527] | | |

| Depreciation and amortization | | | [removed: 373] [added: 431] | | | | | | [removed: 331] [added: 373] | | | | | | [removed: 257] [added: 331] | | |

| Restructuring | | | [removed: 87] [added: 59] | | | | | | [removed: 114] [added: 87] | | | | | | [removed: —] [added: 114] | | |

| Total expenses | | | [removed: 3,779] [added: 4,213] | | | | | | [removed: 3,585] [added: 3,779] | | | | | | [removed: 3,374] [added: 3,585] | | |

| Operating income | | | [removed: 2,137] [added: 2,875] | | | | | | [removed: 1,883] [added: 2,137] | | | | | | [removed: 2,844] [added: 1,883] | | |

| Interest expense, net | | | [removed: (251)] [added: (237)] | | | | | | [removed: (231)] [added: (251)] | | | | | | [removed: (171)] [added: (231)] | | |

| Other non-operating income, net | | | [removed: 49] [added: 61] | | | | | | [removed: 38] [added: 49] | | | | | | [removed: 82] [added: 38] | | |

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

| Non-operating (expense) income, net | | | [removed: (202)] [added: (176)] | | | | | | [removed: (123)] [added: (202)] | | | | | | [removed: (89)] [added: (123)] | | |

| Income before provision for income taxes | | | [removed: 1,935] [added: 2,699] | | | | | | [removed: 1,760] [added: 1,935] | | | | | | [removed: 2,755] [added: 1,760] | | |

| Provision for income taxes | | | [removed: 327] [added: 640] | | | | | | [removed: 386] [added: 327] | | | | | | [removed: 541] [added: 386] | | |

| Net income | | | [removed: 1,608] [added: 2,059] | | | | | | [removed: 1,374] [added: 1,608] | | | | | | [removed: 2,214] [added: 1,374] | | |

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

| Net income attributable to Moody’s | | | $ | [removed: 1,607] [added: 2,058] | | | | | [removed: $] [added: $] | [removed: 1,374] [added: 1,607] | | | | | [removed: $] [added: $] | [removed: 2,214] [added: 1,374] | |

| Basic | | | $ | [removed: 8.77] [added: 11.32] | | | | | [removed: $] [added: $] | [removed: 7.47] [added: 8.77] | | | | | [removed: $] [added: $] | [removed: 11.88] [added: 7.47] | |

| Diluted | | | $ | [removed: 8.73] [added: 11.26] | | | | | [removed: $] [added: $] | [removed: 7.44] [added: 8.73] | | | | | [removed: $] [added: $] | [removed: 11.78] [added: 7.44] | |

| Basic | | | [removed: 183.2] [added: 181.8] | | | | | | [removed: 183.9] [added: 183.2] | | | | | | [removed: 186.4] [added: 183.9] | | |

| Diluted | | | [removed: 184.0] [added: 182.7] | | | | | | [removed: 184.7] [added: 184.0] | | | | | | [removed: 187.9] [added: 184.7] | | |

/s/ NOÉMIE HEULAND

Noémie Heuland

*Senior Vice President and Chief Financial Officer*

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

MOODY'S 2024 10-K 65

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

February 14, 2025

66 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

| Charges related to asset abandonment | | | 43 | | | | | | — | | | | | | — | | |

MOODY'S 2024 10-K 67

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

68 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

| Current portion of long-term debt | | | 697 | | | | | | — | | |

MOODY'S 2024 10-K 69

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

70 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

MOODY'S 2024 10-K 71

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

72 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

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

| Dividends ($3.40 per share) | | | | | | | | | | | | | | | | | | | | | (646) | | | | | | | | | | | | | | | | | | | | | | | | (646) | | | | | | (7) | | | | | | (653) | | |

| Noncontrolling interest resulting from majority acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 10 | | | | | | 10 | | |

| Treasury shares repurchased, inclusive of excise tax | | | | | | | | | | | | | | | — | | | | | | | | | | | | (2.9) | | | | | | (1,301) | | | | | | | | | | | | (1,301) | | | | | | | | | | | | (1,301) | | |

| Balance at December 31, 2024 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 1,451 | | | | | $ | 16,071 | | | | | (162.6) | | | | | | $ | (13,322) | | | | | $ | (638) | | | | | $ | 3,565 | | | | | $ | 162 | | | | | $ | 3,727 | |

MOODY'S 2024 10-K 73

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

The Company adopted this ASU retrospectively for all periods presented with the new required disclosures presented in Note 20.

In the first quarter of 2024, pursuant to the integration of RMS into the Company's order-to-cash systems, the Company reclassified certain prior year revenue by geography disclosures.

74 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

MOODY'S 2024 10-K 75

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

76 MOODY'S 2024 10-K

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

MOODY'S 2024 10-K 77

[Table of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)

MOODY'S 2023 10-K 67

/s/ CAROLINE SULLIVAN

Caroline Sullivan

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

68 MOODY'S 2023 10-K

MOODY'S 2023 10-K 69

70 MOODY'S 2023 10-K

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

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

MOODY'S 2023 10-K 71

72 MOODY'S 2023 10-K

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

MOODY'S 2023 10-K 73

| FX translation losses reclassified to net income | | | — | | | | | | 20 | | | | | | — | | |

| Payments for settlements of net investment hedges | | | — | | | | | | — | | | | | | (48) | | |

74 MOODY'S 2023 10-K

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

| Dividends ($2.48 per share) | | | | | | | | | | | | | | | | | | | | | (463) | | | | | | | | | | | | | | | | | | | | | | | | (463) | | | | | | (3) | | | | | | (466) | | |

| Treasury shares repurchased | | | | | | | | | | | | | | | — | | | | | | | | | | | | (2.2) | | | | | | (750) | | | | | | | | | | | | (750) | | | | | | | | | | | | (750) | | |

| Balance at December 31, 2021 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 885 | | | | | $ | 12,762 | | | | | (157.3) | | | | | | $ | (10,513) | | | | | $ | (410) | | | | | $ | 2,727 | | | | | $ | 189 | | | | | $ | 2,916 | |

MOODY'S 2023 10-K 75

76 MOODY'S 2023 10-K

MOODY'S 2023 10-K 77

In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and application of the original guidance, ASU No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU No. 2020-04"), issued in March 2020 (codified into ASC Topic 848 "Reference Rate Reform").

ASU No. 2020-04 provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.

In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform—Deferral of the Sunset Date of Topic 848," which deferred the sunset date of Topic 848 to December 31, 2024.

These ASU's were effective upon issuance and the amendments may be applied prospectively through December 31, 2024 as the transition from LIBOR is completed.

During the first quarter of 2023, the Company modified the contractual terms of certain of its interest rate swaps designated as fair value hedges and cross-currency swaps designated as net investment hedges.

These modifications replaced the previous LIBOR/EURIBOR-based reference rates included in the swap agreements to SOFR/ESTR-based rates.

Pursuant to the modification of the contractual terms of these instruments, the Company utilized the optional expedients set forth in ASC Topic 848 relating to derivative instruments used in hedging relationships.

The aggregate notional amounts of these swaps is disclosed in Note 7.

In the second quarter of 2023, the Company expanded its disaggregation of revenue disclosures for MA's Decision Solutions LOB to enhance insight and transparency into this business.

In conjunction with this new presentation, the Company reclassified certain immaterial revenue relating to structured finance solutions from the Decision Solutions LOB to the Research & Insights LOB.

78 MOODY'S 2023 10-K

approximates fair value due to the short-term nature of the instruments.

MOODY'S 2023 10-K 79

80 MOODY'S 2023 10-K

MOODY'S 2023 10-K 81

82 MOODY'S 2023 10-K

On December 22, 2017, the Tax Act was signed into law, resulting in all previously undistributed foreign earnings being subject to U.S. tax.

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 [removed: 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 [removed: 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 [removed: 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: 2023.][added: 2024.]

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 [removed: scheduled to be held on April 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 [removed: Ethics,”] [added: Ethics; Insider Trading Policies] and [added: Procedures”] “The Audit Committee,” [added: and "Delinquent Section 16(a) Reports"] in the [removed: 2024] [added: 2025] 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: 2023,”] [added: 2024,”] “Outstanding Equity Awards at Fiscal Year-End Table for [removed: 2023,”] [added: 2024,”] “Option Exercises and Stock Vested Table for [removed: 2023,”] [added: 2024,”] “Pension Benefits Table for [removed: 2023,”] [added: 2024,”] “Non-Qualified Deferred Compensation Table,” “Potential Payments Upon Termination or Change in Control,” “Compensation of Directors,” “Relationship of Compensation Practices to Risk Management,” "Pay Versus Performance," “CEO Pay Ratio,” and “Report of the Compensation & Human Resources Committee” in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement and is incorporated by reference.

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

MOODY'S 2024 10-K 117

MOODY'S 2023 10-K 123

Information required by this Item 13 is included under the headings “Corporate Governance–Director Independence” and “Certain Relationships and Related Transactions” in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated by reference.

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: 2024] [added: 2025] Proxy Statement and is incorporated by reference.

See Index to Financial Statements on page [removed: [67](#iffab83b5032543afad81afac2ae14c21_151),] [added: [63](#ie35c9ceabbc14a06885e28e4120605da_157),] in Part II.

| | | | | | | .1 | | | [Restated Certificate of Incorporation of the Registrant, effective April [removed: 22, 2020] [added: 17, 2024] (incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April [removed: 27, 2020)](http://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)] [added: 19, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/d810321dex33.htm)] | | |

| | | | | | | .2 | | | [Amended and Restated By-laws of Moody’s Corporation, effective [removed: December 20, 2022] [added: April 17, 2024] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: December 21, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000119312522310039/d436336dex31.htm)] [added: April 19, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/d810321dex32.htm)] | | |

| | | | | | | [removed: .1] [added: .5†] | | | [removed: [Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act] [added: [Moody’s Corporation Deferred Compensation Plan (amended and restated effective as] of [removed: 1934] [added: January 1, 2020)] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.5] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 22, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx41.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm)] | | |

| | | | | | | .3.2 | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated [removed: as of August 12, 2013,] [added: July 16, 2014,] between [removed: Moody’s Corporation] [added: the Company] and Wells [removed: Fargo,] [added: Fargo Bank,] National Association, as trustee, including the form of [removed: the 4.875%] [added: 5.250%] Senior Notes due [removed: 2024] [added: 2044] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: August 12, 2013)](https://www.sec.gov/Archives/edgar/data/1059556/000119312513331124/d583113dex41.htm)] [added: July 16, 2014)](https://www.sec.gov/Archives/edgar/data/1059556/000119312514270522/d756901dex41.htm)] | | |

| | | | | | | [removed: .3.3] [added: .3.7] | | | [removed: [Fourth] [added: [Eleventh] Supplemental Indenture, dated [removed: July 16, 2014,] [added: as of March 24, 2020,] between the Company and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 5.250%] [added: 3.750%] Senior [removed: Notes] [added: Note] due [removed: 2044] [added: 2025] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: July 16, 2014)](https://www.sec.gov/Archives/edgar/data/1059556/000119312514270522/d756901dex41.htm)] [added: March 25, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)] | | |

| | | | | | | [removed: .3.4.1] [added: .3.3.1] | | | [Fifth Supplemental Indenture, dated March 9, 2015, between the Company, Wells Fargo Bank, National Association, as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer agent and Elavon Financial Services Limited as registrar, including the form [removed: 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%] [added: of 1.75%] Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 10, 2015)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm) | | |

| | | | | | | [removed: .3.4.2] [added: .3.3.2] | | | [Agency Agreement, dated March 9, 2015, between the Company, Wells Fargo Bank, National Association, as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer agent and Elavon Financial Services Limited as [removed: registrar](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm) [(incorporated] [added: registrar (incorporated] by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 10, 2015)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm) | | |

| | | | | | | [removed: .3.5] [added: .3.4] | | | [Seventh Supplemental Indenture, dated as of June 12, 2017, between Moody’s Corporation and Wells Fargo, National Association, as trustee, including the form of 2.625% Senior Notes due 2023 and the form of 3.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed June 12, 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517201435/d411371dex43.htm) | | |

| | | | | | | [removed: .3.6] [added: .3.5] | | | [Ninth Supplemental Indenture, dated as of December 17, 2018, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 4.250% Senior Note due 2029 and the form of 4.875% Senior Note due 2048 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 21, 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518356349/d674499dex41.htm) | | |

[Table [removed: of](#iffab83b5032543afad81afac2ae14c21_7) [Contents](#iffab83b5032543afad81afac2ae14c21_7)][added: of Contents](#ie35c9ceabbc14a06885e28e4120605da_7)]

| | | | | | | [removed: .3.7.1] [added: .3.6.1] | | | [Tenth Supplemental Indenture, dated as of November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent, including the form of 0.950% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019)](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex41.htm) | | |

| | | | | | | [removed: .3.7.2] [added: .3.6.2] | | | [Agency Agreement, dated November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer [removed: agent](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm) [(incorporated] [added: agent (incorporated] by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019)](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm) | | |

| | | | | | | .3.8 | | | [removed: [Eleventh Supplement] [added: [Twelfth Supplemental] Indenture, dated as of [removed: March 24,] [added: May 20,] 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 3.750%] [added: 3.250%] Senior Note due [removed: 2025] [added: 2050] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: March 25, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)] [added: May 20, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)] | | |

| | | | | | | .3.9 | | | [removed: [Twelfth] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: May 20,] [added: August 18,] 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 3.250%] [added: 2.550%] Senior Note due [removed: 2050] [added: 2060] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: May 20, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)] [added: August 18, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm)] | | |

| | | | | | | .3.10 | | | [removed: [Thirteenth] [added: [Fourteenth] Supplemental Indenture, dated as of August [removed: 18, 2020,] [added: 19, 2021,] between the Company and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 2.550%] [added: 2.000%] Senior Note due [removed: 2060] [added: 2031 and the form of 2.750% Senior Notes due 2041] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August [removed: 18, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm)] [added: 19, 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000119312521251577/d181951dex41.htm)] | | |

| | | | | | | .3.11 | | | [removed: [Fourteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: August 19,] [added: November 29,] 2021, between the Company and [added: Computershare Trust Company, N.A. as successor to] Wells Fargo Bank, National Association, as trustee, including the form of [removed: 2.000%] [added: 3.100%] Senior Note due [removed: 2031 and the form of 2.750% Senior Notes due 2041] [added: 2061] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: August 19, 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000119312521251577/d181951dex41.htm)] [added: November 29, 2021](https://www.sec.gov/Archives/edgar/data/0001059556/000119312521342520/d245047dex41.htm)] | | |

| | | | | | | .3.12 | | | [removed: [Fifteenth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: November 29, 2021,] [added: February 25, 2022,] between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as [removed: trustee,] [added: Trustee,] including the form of [removed: 3.100%] [added: 3.750%] Senior Note due [removed: 2061] [added: 2052] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: November 29, 2021](https://www.sec.gov/Archives/edgar/data/0001059556/000119312521342520/d245047dex41.htm)] [added: February 28, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000119312522054820/d309510dex41.htm)] | | |

| | | | | | | .3.13 | | | [removed: [Sixteenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: February 25,] [added: August 8,] 2022, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, including the form of [removed: 3.750%] [added: 4.250%] Senior Note due [removed: 2052] [added: 2032] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: February 28, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000119312522054820/d309510dex41.htm)] [added: August 8, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000119312522214920/d299185dex41.htm)] | | |

| | | | | | | .3.14 | | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of August [removed: 8, 2022,] [added: 5, 2024,] between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, including the form of [removed: 4.250%] [added: 5.000%] Senior Note due [removed: 2032] [added: 2034] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number [removed: 1-14037,] [added: 1-4037,] filed August [removed: 8, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000119312522214920/d299185dex41.htm)] [added: 5, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000119312524193958/d857873dex41.htm)] | | |

| | | | | | | .3.1† | | | [Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to [removed: 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] [added: Exhibit 10.1] to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 21, 2023)](https://www.sec.gov/Archives/edgar/data/1059556/000119312523110605/d470542dex101.htm) | | |

| | | | | | | [removed: .3.2.3†*] [added: .3.2.3†] | | | [Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2024 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10323.htm)] [added: Plan (incorporated by reference to Exhibit 10.3.2.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10323.htm)] | | |

| | | | | | | [removed: .3.3.3†*] [added: .3.3.3†] | | | [Form of Performance Share Award Letter (for awards granted in 2024 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10333.htm)] [added: Plan (incorporated by reference to Exhibit 10.3.3.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10333.htm)] | | |

| | | | | | | .3.4.2† | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in 2023) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 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] [added: 10.3.4.3 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-20221231xexx10343.htm) | | |

| | | | | | | [removed: .3.4.3†*] [added: .3.4.3†] | | | [Form of Restricted Stock Unit Grant Agreement (for awards granted in 2024 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10343.htm)] [added: Plan (incorporated by reference to Exhibit 10.3.4.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000017/mco-20231231xexx10343.htm)] | | |

| | | | | | | [removed: .5†] [added: .13†] | | | [removed: [Moody’s] [added: [Amended and Restated Moody’s] Corporation [removed: Deferred Compensation] [added: Career Transition] Plan (amended and restated [removed: effective] as of [removed: January] [added: March] 1, [removed: 2020)] [added: 2024)] (incorporated by reference to Exhibit [removed: 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] [added: 10.5 to the] Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K,] [added: 10-Q,] file number 1-14037, filed [removed: February 22, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm)] [added: May 2, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000090/mco-20240331xexx105.htm)] | | |

| | | | | | | [removed: .13†] [added: .18] | | | [removed: [Amended and Restated Moody’s] [added: [Moody’s] Corporation Career Transition Plan [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of [removed: November 8, 2021)] [added: October 1, 2024)] (incorporated by reference to Exhibit [removed: 10.13.1] [added: 10.1] to the Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K,] [added: 10-Q,] file number 1-14037, filed [removed: February 22, 2022)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm)] [added: October 23, 2024)](https://www.sec.gov/Archives/edgar/data/1059556/000105955624000184/mco-20240930xexx10110xq.htm)] | | |