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Item 1. Financial Statements

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Item 1. Financial Statements

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share data)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue$1,817$1,494$3,603$2,964
Expenses
Operating469426936854
Selling, general, and administrative446415859801
Depreciation and amortization11093210181
Restructuring210724
Charges related to asset abandonment15—15—
Total expenses1,0429442,0271,860
Operating income7755501,5761,104
Non-operating (expense) income, net
Interest expense, net(63)(71)(125)(119)
Other non-operating income, net7132013
Total non-operating (expense) income, net(56)(58)(105)(106)
Income before provision for income taxes7194921,471998
Provision for income taxes166115341120
Net income5533771,130878
Less: Net income attributable to noncontrolling interests1—1—
Net income attributable to Moody's$552$377$1,129$878
Earnings per share attributable to Moody's common shareholders
Basic$3.03$2.05$6.19$4.79
Diluted$3.02$2.05$6.16$4.77
Weighted average number of shares outstanding
Basic182.3183.5182.5183.4
Diluted183.0184.1183.2184.1

The accompanying notes are an integral part of the consolidated financial statements.

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)

Three Months Ended June 30, 2024Three Months Ended June 30, 2023
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$553$377
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$(39)$—(39)$51$—51
Net gains (losses) on net investment hedges43(11)32(37)9(28)
Cash Flow Hedges:
Reclassification of gains (losses) included in net income————(1)(1)
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income(1)—(1)(2)1(1)
Net actuarial losses(2)1(1)———
Total other comprehensive (loss) income$1$(10)$(9)$12$9$21
Comprehensive income544398
Less: comprehensive income attributable to noncontrolling interests—2
Comprehensive Income Attributable to Moody's$544$396
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$1,130$878
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$(154)$—(154)$160$(2)158
Net gains (losses) on net investment hedges144(38)106(113)28(85)
Cash Flow Hedges:
Reclassification of losses included in net income1—11(1)—
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income(1)—(1)(2)1(1)
Net actuarial losses(3)1(2)———
Total other comprehensive (loss) income$(13)$(37)$(50)$46$26$72
Comprehensive income1,080950
Less: comprehensive loss attributable to noncontrolling interests—(1)
Comprehensive Income Attributable to Moody's$1,080$951

The accompanying notes are an integral part of the consolidated financial statements.

MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

June 30, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$2,635$2,130
Short-term investments6363
Accounts receivable, net of allowance for credit losses of $35 in 2024 and $35 in 20231,6941,659
Other current assets489489
Total current assets4,8814,341
Property and equipment, net of accumulated depreciation of $1,378 in 2024 and $1,272 in 2023652603
Operating lease right-of-use assets242277
Goodwill5,8915,956
Intangible assets, net1,9302,049
Deferred tax assets, net267258
Other assets1,1501,138
Total assets$15,013$14,622
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities$1,000$1,076
Current portion of operating lease liabilities108108
Current portion of long-term debt688—
Deferred revenue1,4231,316
Total current liabilities3,2192,500
Non-current portion of deferred revenue5965
Long-term debt6,2537,001
Deferred tax liabilities, net465402
Uncertain tax positions207196
Operating lease liabilities254306
Other liabilities618676
Total liabilities11,07511,146
Contingencies (Note 15)
Shareholders' equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding——
Series common stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding——
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at June 30, 2024 and December 31, 2023, respectively33
Capital surplus1,3241,228
Retained earnings15,47814,659
Treasury stock, at cost; 160,818,154 and 160,430,754 shares of common stock at June 30, 2024 and December 31, 2023, respectively(12,410)(12,005)
Accumulated other comprehensive loss(617)(567)
Total Moody's shareholders' equity3,7783,318
Noncontrolling interests160158
Total shareholders' equity3,9383,476
Total liabilities, noncontrolling interests, and shareholders' equity$15,013$14,622

The accompanying notes are an integral part of the consolidated financial statements.

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)

Six Months Ended June 30,
20242023
Cash flows from operating activities
Net income$1,130$878
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization210181
Stock-based compensation10997
Deferred income taxes2521
Provision for credit losses on accounts receivable109
Changes in assets and liabilities:
Accounts receivable(64)112
Other current assets(6)78
Other assets(1)(24)
Lease obligations(15)(9)
Accounts payable and accrued liabilities(82)(86)
Deferred revenue12097
Uncertain tax positions and other non-current tax liabilities12(120)
Other liabilities13(22)
Net cash provided by operating activities1,4611,212
Cash flows from investing activities
Capital additions(171)(127)
Purchases of investments(87)(53)
Sales and maturities of investments8181
Purchases of investments in non-consolidated affiliates(2)(2)
Sales of investments in non-consolidated affiliates—1
Cash paid for acquisitions, net of cash acquired(12)(3)
Net cash used in investing activities(191)(103)
Cash flows from financing activities
Repayment of notes—(200)
Proceeds from stock-based compensation plans4531
Treasury shares(384)(108)
Repurchase of shares related to stock-based compensation(82)(64)
Dividends(309)(283)
Dividends to noncontrolling interests(1)—
Net cash used in financing activities(731)(624)
Effect of exchange rate changes on cash and cash equivalents(34)24
Increase in cash and cash equivalents505509
Cash and cash equivalents, beginning of period2,1301,769
Cash and cash equivalents, end of period$2,635$2,278

The accompanying notes are an integral part of the consolidated financial statements.

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at March 31, 2023342.9$3$1,068$13,979(159.4)$(11,570)$(589)$2,891$167$3,058
Net income377377—377
Dividends ($0.77 per share)(143)(143)(1)(144)
Stock-based compensation505050
Shares issued for stock-based compensation plans at average cost, net60.3111717
Treasury shares repurchased, inclusive of excise tax—(0.3)(67)(67)(67)
Currency translation adjustment, net of net investment hedge activity (net of tax of $9 million)2121223
Amortization of actuarial gains and prior service credits (net of tax of $1 million)(1)(1)(1)
Net realized and unrealized gain on cash flow hedges (net of tax of $1 million)(1)(1)(1)
Balance at June 30, 2023342.9$3$1,124$14,213(159.4)$(11,626)$(570)$3,144$168$3,312

The accompanying notes are an integral part of the consolidated financial statements.

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at December 31, 2022342.9$3$1,054$13,618(159.7)$(11,513)$(643)$2,519$170$2,689
Net income878878—878
Dividends ($1.54 per share)(283)(283)(1)(284)
Stock-based compensation979797
Shares issued for stock-based compensation plans at average cost, net(27)0.7(4)(31)(31)
Treasury shares repurchased, inclusive of excise tax—(0.4)(109)(109)(109)
Currency translation adjustment, net of net investment hedge activity (net of tax of $26 million)7474(1)73
Amortization of actuarial gains and prior service credits (net of tax of $1 million)(1)(1)(1)
Balance at June 30, 2023342.9$3$1,124$14,213(159.4)$(11,626)$(570)$3,144$168$3,312

The accompanying notes are an integral part of the consolidated financial statements.

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at March 31, 2024342.9$3$1,252$15,081(160.3)$(12,153)$(608)$3,575$160$3,735
Net income5525521553
Dividends ($0.85 per share)(155)(155)(1)(156)
Stock-based compensation575757
Shares issued for stock-based compensation plans at average cost, net150.272222
Treasury shares repurchased, inclusive of excise tax(0.7)(264)(264)(264)
Currency translation adjustment, net of net investment hedge activity (net of tax of $11 million)(7)(7)—(7)
Net actuarial losses (net of tax of $1 million)(1)(1)(1)
Amortization of actuarial gains and prior service credits(1)(1)(1)
Balance at June 30, 2024342.9$3$1,324$15,478(160.8)$(12,410)$(617)$3,778$160$3,938

The accompanying notes are an integral part of the consolidated financial statements.

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at December 31, 2023342.9$3$1,228$14,659(160.4)$(12,005)$(567)$3,318$158$3,476
Net income1,1291,12911,130
Dividends ($1.70 per share)(310)(310)(1)(311)
Stock-based compensation111111111
Shares issued for stock-based compensation plans at average cost, net(15)0.6(22)(37)(37)
Noncontrolling interest resulting from majority acquisition—22
Treasury shares repurchased, inclusive of excise tax—(1.0)(383)(383)(383)
Currency translation adjustment, net of net investment hedge activity (net of tax of $38 million)(48)(48)—(48)
Net actuarial losses (net of tax of $1 million)(2)(2)(2)
Amortization of actuarial gains and prior service credits(1)(1)(1)
Amortization of losses on cash flow hedges111
Balance at June 30, 2024342.9$3$1,324$15,478(160.8)$(12,410)$(617)$3,778$160$3,938

The accompanying notes are an integral part of the consolidated financial statements.

MOODY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(tabular dollar and share amounts in millions, except per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody’s is a global 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 reports in two reportable segments: MA and MIS.

MA is a global provider of: i) decision solutions; ii) research and insights; and iii) data and information, which help companies make better and faster decisions. MA leverages its unique assets and specialized industry knowledge across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2023 annual report on Form 10-K filed with the SEC on February 14, 2024. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU No. 2023-07"), which expands segment disclosure requirements for public entities. ASU No. 2023-07 will require entities to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss. In addition, this ASU permits entities to disclose more than one measure of segment profit or loss used by the CODM. Additionally, disclosure of the CODM’s title and position will be required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s). Furthermore, all existing annual disclosures about segment profit or loss and assets must be provided on an interim basis in addition to disclosure of significant segment expenses and other segment items. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU No. 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU No. 2023-09 require entities to disclose additional income tax information, primarily related to greater disaggregation of the entity's ETR reconciliation and income taxes paid by jurisdiction disclosures. This ASU is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Reclassification of Previously Reported Revenue by LOB

In the first quarter of 2024, pursuant to the integration of RMS into the Company's order-to-cash systems, the Company reclassified certain prior year revenue by geography disclosures. The impact of the reclassification was not material and prior year revenue disclosures have been reclassified to conform to this new presentation, which is disclosed in Note 2.

NOTE 2. REVENUES

Revenue by Category

The following table presents the Company’s revenues disaggregated by LOB:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
MA:
Decision Solutions (DS)
Banking$131$123$265$254
Insurance147133291266
KYC8878175148
Total DS366334731668
Research and Insights (R&I)226217448432
Data and Information (D&I)210196422384
Total external revenue8027471,6011,484
Intersegment revenue4477
Total MA8067511,6081,491
MIS:
Corporate Finance (CFG)
Investment-grade12094267209
High-yield854615278
Bank loans14768302127
Other accounts (1)173157333307
Total CFG5253651,054721
Structured Finance (SFG)
Asset-backed securities34326759
RMBS25254950
CMBS22143928
Structured credit50318963
Other accounts——11
Total SFG131102245201
Financial Institutions (FIG)
Banking11597236197
Insurance613512068
Managed investments15102716
Other accounts4376
Total FIG195145390287
Public, Project and Infrastructure Finance (PPIF)
Public finance / sovereign6754126106
Project and infrastructure8773169150
Total PPIF154127295256
Total ratings revenue1,0057391,9841,465
MIS Other1081815
Total external revenue1,0157472,0021,480
Intersegment revenue49469691
Total MIS1,0647932,0981,571
Eliminations(53)(50)(103)(98)
Total MCO$1,817$1,494$3,603$2,964

(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

The following table presents the Company’s revenues disaggregated by LOB and geographic area:

Three Months Ended June 30, 2024Three Months Ended June 30, 2023
U.S.Non-U.STotalU.S.Non-U.STotal
MA:
Decision Solutions$138$228$366$133$201$334
Research and Insights12410222611998217
Data and Information7613421068128196
Total MA338464802320427747
MIS:
Corporate Finance342183525239126365
Structured Finance92391316042102
Financial Institutions104911957372145
Public, Project and Infrastructure Finance98561548344127
Total ratings revenue6363691,005455284739
MIS Other—1010—88
Total MIS6363791,015455292747
Total MCO$974$843$1,817$775$719$1,494
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
U.S.Non-U.STotalU.S.Non-U.STotal
MA:
Decision Solutions$276$455$731$265$403$668
Research and Insights246202448237195432
Data and Information153269422135249384
Total MA6759261,6016378471,484
MIS:
Corporate Finance7143401,054485236721
Structured Finance1687724512180201
Financial Institutions202188390136151287
Public, Project and Infrastructure Finance18411129515997256
Total ratings revenue1,2687161,9849015641,465
MIS Other—1818—1515
Total MIS1,2687342,0029015791,480
Total MCO$1,943$1,660$3,603$1,538$1,426$2,964

The following table presents the Company’s reportable segment revenues disaggregated by segment and geographic region:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
MA:
U.S.$338$320$675$637
Non-U.S.:
EMEA319298635585
Asia-Pacific8270167148
Americas6359124114
Total Non-U.S.464427926847
Total MA8027471,6011,484
MIS:
U.S.6364551,268901
Non-U.S.:
EMEA247181473354
Asia-Pacific8275152146
Americas503610979
Total Non-U.S.379292734579
Total MIS1,0157472,0021,480
Total MCO$1,817$1,494$3,603$2,964

The following table summarizes the split between Transaction Revenue and Recurring Revenue:

Three Months Ended June 30,
20242023
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions$35$331$366$43$291$334
10%90%100%13%87%100%
Research and Insights$3$223$226$3$214$217
1%99%100%1%99%100%
Data and Information$1$209$210$1$195$196
—%100%100%1%99%100%
Total MA (1)$39$763$802$47$700$747
5%95%100%6%94%100%
Corporate Finance$388$137$525$236$129$365
74%26%100%65%35%100%
Structured Finance$76$55$131$48$54$102
58%42%100%47%53%100%
Financial Institutions$115$80$195$73$72$145
59%41%100%50%50%100%
Public, Project and Infrastructure Finance$110$44$154$84$43$127
71%29%100%66%34%100%
MIS Other$3$7$10$2$6$8
30%70%100%25%75%100%
Total MIS$692$323$1,015$443$304$747
68%32%100%59%41%100%
Total Moody's Corporation$731$1,086$1,817$490$1,004$1,494
40%60%100%33%67%100%
Six Months Ended June 30,
20242023
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions$72$659$731$83$585$668
10%90%100%12%88%100%
Research and Insights$7$441$448$8$424$432
2%98%100%2%98%100%
Data and Information$2$420$422$1$383$384
—%100%100%—%100%100%
Total MA (1)$81$1,520$1,601$92$1,392$1,484
5%95%100%6%94%100%
Corporate Finance$787$267$1,054$466$255$721
75%25%100%65%35%100%
Structured Finance$135$110$245$94$107$201
55%45%100%47%53%100%
Financial Institutions$237$153$390$143$144$287
61%39%100%50%50%100%
Public, Project and Infrastructure Finance$206$89$295$169$87$256
70%30%100%66%34%100%
MIS Other$4$14$18$3$12$15
22%78%100%20%80%100%
Total MIS$1,369$633$2,002$875$605$1,480
68%32%100%59%41%100%
Total Moody's Corporation$1,450$2,153$3,603$967$1,997$2,964
40%60%100%33%67%100%

(1) Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under GAAP (please also refer to the following table).

The following table presents the timing of revenue recognition:

Three Months Ended June 30, 2024Six Months Ended June 30, 2024
MAMISTotalMAMISTotal
Revenue recognized at a point in time$18$692$710$39$1,369$1,408
Revenue recognized over time7843231,1071,5626332,195
Total$802$1,015$1,817$1,601$2,002$3,603
Three Months Ended June 30, 2023Six Months Ended June 30, 2023
MAMISTotalMAMISTotal
Revenue recognized at a point in time$22$443$465$49$875$924
Revenue recognized over time7253041,0291,4356052,040
Total$747$747$1,494$1,484$1,480$2,964

Unbilled receivables, deferred revenue and remaining performance obligations

Unbilled receivables

For certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. In addition, certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such services are provided.

The following table presents the Company's unbilled receivables, which are included within accounts receivable, net, at June 30, 2024 and December 31, 2023:

As of June 30, 2024As of December 31, 2023
MAMISMAMIS
Unbilled Receivables$139$466$119$415

Deferred revenue

The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.

Significant changes in the deferred revenue balances during the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30, 2024Three Months Ended June 30, 2023
MAMISTotalMAMISTotal
Balance at March 31,$1,312$361$1,673$1,288$360$1,648
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(529)(117)(646)(592)(116)(708)
Increases due to amounts billable excluding amounts recognized as revenue during the period3659345841791508
Effect of exchange rate changes(2)(1)(3)314
Total changes in deferred revenue(166)(25)(191)(172)(24)(196)
Balance at June 30,$1,146$336$1,482$1,116$336$1,452
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
MAMISTotalMAMISTotal
Balance at December 31,$1,111$270$1,381$1,055$278$1,333
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(752)(155)(907)(788)(160)(948)
Increases due to amounts billable excluding amounts recognized as revenue during the period8032241,0278302161,046
Effect of exchange rate changes(16)(3)(19)19221
Total changes in deferred revenue35661016158119
Balance at June 30,$1,146$336$1,482$1,116$336$1,452
Deferred revenue - current$1,145$278$1,423$1,115$270$1,385
Deferred revenue - non-current$1$58$59$1$66$67

For the MA segment, the decrease in deferred revenue for the three months ended June 30, 2024 and 2023 was primarily due to the recognition of annual subscription and maintenance billings from December and January. For the six months ended June 30, 2024 and 2023, the increase in deferred revenue is primarily attributable to the high concentration of billings in the first quarter.

For the MIS segment, the change in the deferred revenue balance for all periods presented was primarily related to the significant portion of contract renewals that occur during the first quarter and are generally recognized over a one year period.

Remaining performance obligations

Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of June 30, 2024 as well as amounts not yet invoiced to customers as of June 30, 2024, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.6 billion. The Company expects to recognize into revenue approximately 60% of this balance within one year, approximately 25% of this balance between one to two years and the remaining amount thereafter.

Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $91 million. The Company expects to recognize into revenue approximately 25% of this balance within one year, approximately 50% of this balance between one to five years and the remaining amount thereafter. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission of unsatisfied performance obligations relating to contracts with an original expected length of one year or less.

NOTE 3. STOCK-BASED COMPENSATION

Presented below is a summary of the stock-based compensation cost and associated tax benefit included in the accompanying consolidated statements of operations:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Stock-based compensation cost$56$50$109$97
Tax benefit$12$12$24$22

During the first half of 2024, the Company granted 0.2 million employee stock options, which had a weighted average grant date fair value of $120.42 per share. The Company also granted 0.5 million shares of restricted stock in the first half of 2024, which had a weighted average grant date fair value of $372.33 per share. Both the employee stock options and restricted stock generally vest ratably over four years. Additionally, the Company granted 0.2 million shares of performance-based awards whereby the number of shares that ultimately vest are based on the achievement of certain non-market-based performance metrics of the Company over a period of two to four years. The weighted average grant date fair value of these awards was $361.83 per share.

The following weighted average assumptions were used in determining the fair value using the Black-Scholes option-pricing model for options granted in 2024:

Expected dividend yield0.91%
Expected stock volatility28%
Risk-free interest rate4.34%
Expected holding period5.9 years

Unrecognized stock-based compensation expense at June 30, 2024 was $21 million and $328 million for unvested stock options and restricted stock, respectively, which is expected to be recognized over a weighted average period of 1.9 years and 2.7 years, respectively. Additionally, there was $66 million of unrecognized stock-based compensation expense relating to the aforementioned non-market-based performance-based awards, which is expected to be recognized over a weighted average period of 2.5 years.

The following table summarizes information relating to stock option exercises and restricted stock vesting:

Six Months Ended June 30,
20242023
Exercise of stock options:
Proceeds from stock option exercises$34$21
Aggregate intrinsic value$43$44
Tax benefit realized upon exercise$7$10
Number of shares exercised0.20.2
Vesting of restricted stock:
Fair value of shares vested$176$147
Tax benefit realized upon vesting$43$34
Number of shares vested0.50.5
Vesting of performance-based restricted stock:
Fair value of shares vested$40$24
Tax benefit realized upon vesting$9$3
Number of shares vested0.10.1

NOTE 4. INCOME TAXES

Moody’s ETR was 23.1% and 23.4% for the three months ended June 30, 2024 and 2023, respectively. Moody’s ETR for the six months ended June 30, 2024 and 2023 was 23.2% and 12.0%, respectively. The increase in the ETR for the six months ended June 30, 2024 compared to the same period in the prior year was primarily due to tax benefits recognized in the first quarter of 2023, which reflect the resolution of uncertain tax positions in various U.S. and non-U.S. tax jurisdictions and will not recur in 2024. The Company’s year-to-date provision for income taxes differs from the tax computed by applying its estimated annual ETR to the pre-tax earnings primarily due to the excess tax benefits from stock-based compensation of $19 million.

The Company classifies interest related to UTPs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating income, net. The Company had a net increase in its UTP reserves of $5 million, net of federal tax, during the second quarter of 2024 and an increase in its UTPs of $11 million, net of federal tax, during the first six months of 2024.

Moody’s is subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2019 through 2020 are currently under examination and 2021 through 2022 remain open to examination. The Company’s New York City tax returns for 2018 through 2022 are currently under examination. The Company’s U.K. tax returns for 2017 through 2022 remain open to examination.

For ongoing audits, it is possible the balance of UTPs could decrease in the next twelve months as a result of the settlement of such audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues will be raised by tax authorities which could necessitate increases to the balance of UTPs. As the Company is unable to predict the timing or outcome of these audits, it is unable to estimate the amount of future changes to the balance of UTPs at this time. However, the Company believes that it has adequately provided for its financial exposure relating to all open tax years, by tax jurisdiction, in accordance with the applicable provisions of ASC Topic 740 regarding UTPs.

The following table shows the amount the Company paid for income taxes:

Six Months Ended June 30,
20242023
Income taxes paid$276$122

Effective in 2024, multiple foreign jurisdictions in which the Company operates have enacted legislation to adopt a minimum tax rate described in the Global Anti-Base Erosion tax model rules (referred to as GloBE or Pillar II) issued by the OECD. A minimum ETR of 15% applies to multinational companies with consolidated revenue above €750 million. Under the GloBE rules, a company is required to determine a combined ETR for all entities located in a jurisdiction. If the jurisdictional effective tax rate is less than 15%, an additional tax generally will be due to bring the jurisdictional ETR up to 15%. We have evaluated the impact of the Pillar II global minimum tax rules on our consolidated financial statements and related disclosures. As of June 30, 2024, the Pillar II minimum tax requirement is not expected to have a material impact upon our full-year results of operations or financial position.

NOTE 5. RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Basic182.3183.5182.5183.4
Dilutive effect of shares issuable under stock-based compensation plans0.70.60.70.7
Diluted183.0184.1183.2184.1
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above0.40.40.40.5

The calculation of basic shares outstanding is based on the weighted average number of shares of common stock outstanding during the reporting period. The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of June 30, 2024 and 2023.

NOTE 6. CASH EQUIVALENTS AND INVESTMENTS

The table below provides additional information on the Company’s cash equivalents and investments:

As of June 30, 2024
Balance sheet location
CostGains/(Losses)Fair ValueCash and cash equivalentsShort-term investmentsOther assets
Certificates of deposit and money market deposit accounts/funds (1)$1,597$—$1,597$1,533$63$1
Mutual funds$97$10$107$—$—$107
As of December 31, 2023
Balance sheet location
CostGains/(Losses)Fair ValueCash and cash equivalentsShort-term investmentsOther assets
Certificates of deposit and money market deposit accounts/funds (1)$1,178$—$1,178$1,112$63$3
Mutual funds$91$6$97$—$—$97

(1) Consists of time deposits, money market deposit accounts and money market funds. The remaining contractual maturities for the certificates of deposits classified as short-term investments are one month to 12 months at both June 30, 2024 and December 31, 2023. The remaining contractual maturities for the certificates of deposits classified in other assets are 14 months at both June 30, 2024 and December 31, 2023. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

In addition, the Company invested in COLI. As of June 30, 2024 and December 31, 2023, the contract value of the COLI was $48 million and $47 million, respectively.

NOTE 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.

Derivatives and non-derivative instruments designated as accounting hedges:

Fair Value Hedges

Interest Rate Swaps

The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the SOFR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statements of operations.

The following table summarizes the Company’s interest rate swaps designated as fair value hedges:

Notional Amount
Hedged ItemNature of SwapAs of June 30, 2024As of December 31, 2023Floating Interest Rate
2017 Senior Notes due 2028Pay Floating/Receive Fixed$500$500SOFR
2020 Senior Notes due 2025Pay Floating/Receive Fixed300300SOFR
2014 Senior Notes due 2044Pay Floating/Receive Fixed300300SOFR
2018 Senior Notes due 2048Pay Floating/Receive Fixed300300SOFR
2018 Senior Notes due 2029Pay Floating/Receive Fixed400400SOFR
2022 Senior Notes due 2052Pay Floating/Receive Fixed500500SOFR
2022 Senior Notes due 2032Pay Floating/Receive Fixed250250SOFR
Total$2,550$2,550

Refer to Note 13 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.

The following table summarizes the impact to the statements of operations of the Company’s interest rate swaps designated as fair value hedges:

Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recordedAmount of income/(loss) recognized in the consolidated statements of operations
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Interest expense, net$(63)$(71)$(125)$(119)
DescriptionLocation on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swapsInterest expense, net$(24)$(21)$(49)$(39)
Fair value changes on interest rate swapsInterest expense, net$7$(46)$(22)$—
Fair value changes on hedged debtInterest expense, net$(7)$46$22$—

Net investment hedges

Debt designated as net investment hedges

The Company has designated €500 million of the 2015 Senior Notes Due 2027 and €750 million of the 2019 Senior Notes due 2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless terminated early at the discretion of the Company.

Cross currency swaps designated as net investment hedges

The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. The following tables provide information on the cross-currency swaps designated as net investment hedges under ASC Topic 815:

June 30, 2024
PayReceive
Nature of SwapNotional AmountWeighted Average Interest RateNotional AmountWeighted Average Interest Rate
Pay Fixed/Receive Fixed€9652.91%$1,0144.41%
Pay Floating/Receive Floating2,138Based on ESTR2,250Based on SOFR
Total€3,103$3,264
December 31, 2023
PayReceive
Nature of SwapNotional AmountWeighted Average Interest RateNotional AmountWeighted Average Interest Rate
Pay Fixed/Receive Fixed€7653.67%$8005.25%
Pay Floating/Receive Floating2,138Based on ESTR2,250Based on SOFR
Total€2,903$3,050

As of June 30, 2024 these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:

Years Ending December 31,Notional Amount (Pay)Notional Amount (Receive)
2026€450$500
2027531550
2028588600
2029573614
2031481500
2032480500
Total€3,103$3,264

The following table provides information on the gains/(losses) on the Company’s net investment and cash flow hedges:

Derivative and Non-Derivative Instruments in Net Investment Hedging RelationshipsAmount of Gain/(Loss) Recognized in AOCL on Derivative, net of TaxAmount of Loss Reclassified from AOCL into Income, net of TaxGain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Three Months Ended June 30,Three Months Ended June 30,Three Months Ended June 30,
202420232024202320242023
Cross currency swaps$24$(24)$—$—$11$14
Long-term debt8(4)————
Total net investment hedges$32$(28)$—$—$11$14
Derivatives in Cash Flow Hedging Relationships
Cross currency swap$—$—$—$1$—$—
Interest rate contracts——————
Total cash flow hedges$—$—$—$1$—$—
Total$32$(28)$—$1$11$14
Derivative and Non-Derivative Instruments in Net Investment Hedging RelationshipsAmount of Gain/(Loss) Recognized in AOCL on Derivative, net of TaxAmount of Loss Reclassified from AOCL into Income, net of TaxGain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Six Months Ended June 30,Six Months Ended June 30,Six Months Ended June 30,
202420232024202320242023
Cross currency swaps$75$(63)$—$—$22$30
Long-term debt31(22)————
Total net investment hedges$106$(85)$—$—$22$30
Derivatives in Cash Flow Hedging Relationships
Cross currency swaps$—$—$—$1$—$—
Interest rate contracts——(1)(1)——
Total cash flow hedges$—$—$(1)$—$—$—
Total$106$(85)$(1)$—$22$30

The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCL is as follows:

Cumulative Gains/(Losses), net of tax
June 30, 2024December 31, 2023
Net investment hedges
Cross currency swaps$96$21
FX forwards2929
Long-term debt343
Total net investment hedges$159$53
Cash flow hedges
Interest rate contracts$(44)$(45)
Cross currency swaps11
Total cash flow hedges(43)(44)
Total net gain in AOCL$116$9

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income, net, in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through October 2024.

The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:

June 30, 2024December 31, 2023
Notional amount of currency pair**(1)****:**SellBuySellBuy
Contracts to sell USD for GBP$544£428$513£407
Contracts to sell USD for JPY$25¥4,000$14¥2,000
Contracts to sell USD for CAD$48C$65$147C$200
Contracts to sell USD for SGD$82S$110$50S$67
Contracts to sell USD for EUR$—€—$60€55
Contracts to sell USD for INR$23₹1,900$23₹1,900
Contracts to sell USD for AUD$—A$—$5A$8
Contracts to sell CAD for USDC$—$—C$25$19
(1) € = euro, £ = British pound, S$ = Singapore dollar, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, ₹= Indian Rupee, A$ = Australian dollar

Total Return Swaps

The Company has entered into total return swaps to mitigate market-driven changes in the value of certain liabilities associated with the Company's deferred compensation plans. The fair value of these swaps at June 30, 2024 and related gains in the three and six months ended June 30, 2024 were not material. The notional amount of the total return swaps as of June 30, 2024 and December 31, 2023 was $62 million and $58 million, respectively.

The following table summarizes the impact to the consolidated statements of operations relating to the gains and losses on the Company’s derivatives which are not designated as hedging instruments:

Derivatives not designated as accounting hedgesLocation on Consolidated Statements of OperationsThree Months Ended June 30,Six Months Ended June 30,
2024202320242023
FX forwardsOther non-operating income, net$(5)$10$(18)$15
Total return swapsOperating expense$1$—$4$—
Total return swapsSG&A expense$—$—$1$—

The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instrument as well as the carrying value of its non-derivative debt instruments designated and qualifying as net investment hedges:

Derivative and Non-Derivative Instruments
Balance Sheet LocationJune 30, 2024December 31, 2023
Assets:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedgesOther assets$18$3
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilitiesOther current assets—13
Total assets$18$16
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps designated as fair value hedgesAccounts payable and accrued liabilities$11$—
Cross-currency swaps designated as net investment hedgesOther liabilities97183
Interest rate swaps designated as fair value hedgesOther liabilities194183
Total derivatives designated as accounting hedges302366
Non-derivatives designated as accounting hedges:
Long-term debt designated as net investment hedgeLong-term debt1,3391,381
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilitiesAccounts payable and accrued liabilities5—
Total liabilities$1,646$1,747

NOTE 8. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill for the periods indicated:

Six Months Ended June 30, 2024
MAMISConsolidated
Gross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwill
Balance at beginning of year$5,681$(12)$5,669$287$—$287$5,968$(12)$5,956
Additions/ adjustments (1)14—142—216—16
Foreign currency translation adjustments(79)—(79)(2)—(2)(81)—(81)
Ending balance$5,616$(12)$5,604$287$—$287$5,903$(12)$5,891
Year Ended December 31, 2023
MAMISConsolidated
Gross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwill
Balance at beginning of year$5,474$(12)$5,462$377$—$377$5,851$(12)$5,839
Additions/ adjustments (2)90—90(87)—(87)3—3
Foreign currency translation adjustments117—117(3)—(3)114—114
Ending balance$5,681$(12)$5,669$287$—$287$5,968$(12)$5,956

(1) The 2024 additions/adjustments primarily relate to certain immaterial acquisitions which were completed in the first quarter of 2024.

(2) The 2023 additions/adjustments primarily relate to a reallocation of goodwill pursuant to a realignment of certain components of the Company's ESG business in the first quarter of 2023.

Acquired intangible assets and related amortization consisted of:

June 30, 2024December 31, 2023
Customer relationships$2,038$2,065
Accumulated amortization(594)(556)
Net customer relationships1,4441,509
Software/product technology665674
Accumulated amortization(392)(364)
Net software/product technology273310
Database178179
Accumulated amortization(90)(82)
Net database8897
Trade names197199
Accumulated amortization(78)(72)
Net trade names119127
Other (1)5252
Accumulated amortization(46)(46)
Net other66
Total acquired intangible assets, net$1,930$2,049

(1) Other intangible assets primarily consist of trade secrets, covenants not to compete, and acquired ratings methodologies and models.

Amortization expense relating to acquired intangible assets is as follows:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Amortization expense$48$50$97$101

NOTE 9. RESTRUCTURING

On June 30, 2022, the chief executive officer of Moody’s approved the 2022 - 2023 Geolocation Restructuring Program. The Company estimates that the program will result in annualized savings of $145 million to $165 million per year. This program related to the Company's post-COVID-19 geolocation strategy and other strategic initiatives and included the rationalization and exit of certain leased office spaces and a reduction in staff, including the relocation of certain job functions. Cumulative charges related to this program are shown in the table below. The savings generated from the 2022 - 2023 Geolocation Restructuring Program are expected to strengthen the Company's operating margin, with a portion being deployed to support strategic investments, including the Company's workplace of the future program and employee retention initiatives. The 2022 - 2023 Geolocation Restructuring Program was substantially completed at the end of 2023. Cash outlays associated with this program, which primarily relate to personnel-related costs, are expected to be $130 million to $140 million, substantially all of which are expected to be paid by the end of 2024.

Total expense included in the accompanying consolidated statements of operations relating to the aforementioned restructuring program is below:

2022 - 2023 Geolocation Restructuring ProgramThree months ended June 30,Six months ended June 30,Cumulative expense incurred
2024202320242023
Employee Termination Costs$2$9$7$22$143
Real Estate Related Costs—1—263
Other Costs————1
Total Restructuring$2$10$7$24$207

Changes to the restructuring liability during the first half of 2024 were as follows:

Balance as of December 31, 2023$36
2022 - 2023 Geolocation Restructuring Program:
Cost incurred and adjustments7
Cash payments(29)
Balance as of June 30, 2024$14

The restructuring liability is primarily comprised of employee termination costs, with an immaterial amount of real estate-related and other costs. As of June 30, 2024, substantially all of the remaining $14 million restructuring liability is expected to be paid out in 2024.

NOTE 10. FAIR VALUE

The tables below present information about items that are carried at fair value at June 30, 2024 and December 31, 2023:

Fair Value Measurement as of June 30, 2024
DescriptionBalanceLevel 1Level 2
Assets:
Derivatives (1)$18$—$18
Money market funds/mutual funds117117—
Total$135$117$18
Liabilities:
Derivatives (1)$307$—$307
Total$307$—$307
Fair Value Measurement as of December 31, 2023
DescriptionBalanceLevel 1Level 2
Assets:
Derivatives (1)$16$—$16
Money market funds/mutual funds107107—
Total$123$107$16
Liabilities:
Derivatives (1)$366$—$366
Total$366$—$366

(1) Represents fair value of certain derivative contracts as more fully described in Note 7 to the consolidated financial statements.

The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, money market mutual funds and mutual funds:

Derivatives:

In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.

Money market funds and mutual funds:

The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC Topic 820.

NOTE 11. OTHER BALANCE SHEET AND STATEMENTS OF OPERATIONS INFORMATION

The following tables contain additional detail related to certain balance sheet captions:

June 30, 2024December 31, 2023
Other current assets:
Prepaid taxes$83$115
Prepaid expenses162133
Capitalized costs to obtain and fulfill sales contracts119116
Foreign exchange forwards on certain assets and liabilities—13
Interest receivable on interest rate and cross currency swaps7979
Other4633
Total other current assets$489$489
Other assets:
Investments in non-consolidated affiliates$523$521
Deposits for real-estate leases1516
Indemnification assets related to acquisitions115111
Mutual funds, certificates of deposit and money market deposit accounts/funds108100
Company owned life insurance (at contract value)4847
Capitalized costs to obtain sales contracts198196
Derivative instruments designated as accounting hedges183
Pension and other retirement employee benefits4041
Other85103
Total other assets$1,150$1,138
Accounts payable and accrued liabilities:
Salaries and benefits$140$130
Incentive compensation196345
Customer credits, advanced payments and advanced billings137105
Dividends67
Professional service fees7746
Interest accrued on debt7483
Accounts payable5723
Income taxes104108
Pension and other retirement employee benefits1515
Accrued royalties2024
Foreign exchange forwards on certain assets and liabilities5—
Restructuring liability1435
Derivative instruments designated as accounting hedges11—
Interest payable on interest rate and cross currency swaps6667
Other7888
Total accounts payable and accrued liabilities$1,000$1,076
June 30, 2024December 31, 2023
Other liabilities:
Pension and other retirement employee benefits$191$190
Interest accrued on UTPs4236
MAKS indemnification provisions1919
Income tax liability - non-current portion1215
Derivative instruments designated as accounting hedges291366
Other6350
Total other liabilities$618$676

Investments in non-consolidated affiliates:

The following table provides additional detail regarding Moody's investments in non-consolidated affiliates, as included in other assets in the consolidated balance sheets:

June 30, 2024December 31, 2023
Equity method investments (1)$187$186
Investments measured using the measurement alternative (2)327327
Other98
Total investments in non-consolidated affiliates$523$521
(1) Equity securities in which the Company has significant influence over the investee but does not have a controlling financial interest in accordance with ASC Topic 323.
(2) Equity securities without readily determinable fair value for which the Company has elected to apply the measurement alternative in accordance with ASC Topic 321.

Moody's holds various investments accounted for under the equity method, the most significant of which is the Company's minority investment in CCXI. Moody's also holds various investments measured using the measurement alternative, the most significant of which is the Company's minority interest in BitSight.

Earnings from non-consolidated affiliates, which are included within other non-operating income, net, are disclosed within the table below.

Other non-operating income, net:

The following table summarizes the components of other non-operating income, net:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
FX loss (1)$(4)$(5)$(7)$(31)
Net periodic pension income - non-service and non-interest cost components891618
Income from investments in non-consolidated affiliates2123
Gain on investments55811
Other (2)(4)3112
Total$7$13$20$13

(1) The amount for the six months ended June 30, 2023 includes a $23 million loss recorded pursuant to an immaterial out-of-period adjustment relating to the 2022 fiscal year.

(2) The amount for the six months ended June 30, 2023 reflects a benefit of $9 million related to the favorable resolutions of various tax matters.

Charges related to asset abandonment:

Costs of $15 million recorded in the second quarter of 2024 relate to severance incurred pursuant to a reduction in staff due to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings. Additionally, the Company has reduced the estimated useful lives of certain internally developed software and amortizable intangible assets that are associated with the sustainability content offerings for which production is being outsourced. The Company expects to incur approximately $30 million in incremental amortization expense related to the change in estimated useful lives of these assets in the second half of 2024.

NOTE 12. COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables show changes in AOCL by component (net of tax):

Three Months Ended June 30,
20242023
Gains/(Losses)Pension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotalPension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotal
Balance at March 31,$(57)$(43)$(635)$127$(608)$(47)$(44)$(626)$128$(589)
Other comprehensive income/(loss) before reclassifications(1)—(39)32(8)——49(28)21
Amounts reclassified from AOCL(1)———(1)(1)(1)——(2)
Other comprehensive income/(loss)(2)—(39)32(9)(1)(1)49(28)19
Balance at June 30,$(59)$(43)$(674)$159$(617)$(48)$(45)$(577)$100$(570)
Six Months Ended June 30,
20242023
Gains/(Losses)Pension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotalPension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotal
Balance at December 31,$(56)$(44)$(520)$53$(567)$(47)$(45)$(736)$185$(643)
Other comprehensive (loss)/income before reclassifications(2)—(154)106(50)——159(85)74
Amounts reclassified from AOCL(1)1———(1)———(1)
Other comprehensive (loss)/income(3)1(154)106(50)(1)—159(85)73
Balance at June 30,$(59)$(43)$(674)$159$(617)$(48)$(45)$(577)$100$(570)

NOTE 13. INDEBTEDNESS

The Company’s debt is recorded at its carrying value, which represents the issuance amount plus or minus any issuance premium or discount, except for certain debt as depicted in the table below, which is recorded at the carrying value adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.

The following table summarizes total indebtedness:

June 30, 2024
Notes Payable:Principal AmountFair Value of Interest Rate Swaps (1)Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
5.25% 2014 Senior Notes, due 2044$600$(37)$3$(4)$562
1.75% 2015 Senior Notes, due 2027536——(1)535
3.25% 2017 Senior Notes, due 2028500(25)(2)(1)472
4.25% 2018 Senior Notes, due 2029400(39)(1)(2)358
4.875% 2018 Senior Notes, due 2048400(39)(6)(3)352
0.950% 2019 Senior Notes, due 2030803—(2)(3)798
3.75% 2020 Senior Notes, due 2025700(11)—(1)688
3.25% 2020 Senior Notes, due 2050300—(4)(3)293
2.55% 2020 Senior Notes, due 2060300—(2)(3)295
2.00% 2021 Senior Notes, due 2031600—(6)(4)590
2.75% 2021 Senior Notes, due 2041600—(12)(5)583
3.10% 2021 Senior Notes, due 2061500—(7)(5)488
3.75% 2022 Senior Notes, due 2052500(42)(8)(5)445
4.25% 2022 Senior Notes, due 2032500(12)(2)(4)482
Total debt$7,239$(205)$(49)$(44)$6,941
Current portion(688)
Total long-term debt$6,253
December 31, 2023
Notes Payable:Principal AmountFair Value of Interest Rate Swaps (1)Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
5.25% 2014 Senior Notes, due 2044$600$(34)$3$(4)$565
1.75% 2015 Senior Notes, due 2027552——(1)551
3.25% 2017 Senior Notes, due 2028500(26)(2)(2)470
4.25% 2018 Senior Notes, due 2029400(34)(2)(2)362
4.875% 2018 Senior Notes, due 2048400(36)(6)(3)355
0.950% 2019 Senior Notes, due 2030829—(2)(4)823
3.75% 2020 Senior Notes, due 2025700(16)(1)(1)682
3.25% 2020 Senior Notes, due 2050300—(4)(3)293
2.55% 2020 Senior Notes, due 2060300—(2)(3)295
2.00% 2021 Senior Notes, due 2031600—(6)(4)590
2.75% 2021 Senior Notes, due 2041600—(12)(5)583
3.10% 2021 Senior Notes, due 2061500—(7)(5)488
3.75% 2022 Senior Notes, due 2052500(29)(8)(5)458
4.25% 2022 Senior Notes, due 2032500(8)(2)(4)486
Total long-term debt$7,281$(183)$(51)$(46)$7,001

(1) The fair value of interest rate swaps in the tables above represents the cumulative amount of fair value hedging adjustments included in the carrying value of the hedged debt.

Credit Facility

On May 6, 2024, the Company entered into a five-year senior, unsecured revolving credit facility with the capacity to borrow up to $1.25 billion, which expires in May 2029. The 2024 Credit Facility replaces the Company's $1.25 billion 2021 Credit Facility that was scheduled to mature in December 2026. Further information on the key terms of these revolving credit facilities is below:

June 30, 2024December 31, 2023
Issue DateCapacityMaturityDrawnUndrawnDrawnUndrawn
2021 Credit FacilityDecember 17, 2021$1,250December 17, 2026 (Terminated in 2024)$—$—$—$1,250
2024 Credit FacilityMay 6, 2024$1,250May 6, 2029$—$1,250$—$—

Interest on borrowings under the 2024 Credit Facility is payable at rates that are based on an adjusted term SOFR Rate plus a premium that can range from 80.5 BPS to 122.5 BPS, depending on the Company’s index debt ratings, as set forth in the 2024 Credit Facility. The Company also has the option to choose other rates, such as those based on adjusted Daily Simple SOFR or an alternate base rate, as set forth in the 2024 Credit Facility. Regardless of borrowing activity under the 2024 Credit Facility, the Company pays quarterly fees for the 2024 Credit Facility that can range from 7 BPS of the 2024 Credit Facility amount to 15 BPS, depending on the Company’s index debt ratings. The 2024 Credit Facility contains certain customary covenants and also contains a financial covenant that requires the Company to maintain a total debt to EBITDA Ratio of (i) not more than 4 to 1 at the end of any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any acquisition with consideration in excess of $500 million, subject to certain conditions as set forth in the 2024 Credit Facility.

Notes Payable

At June 30, 2024, the Company was in compliance with all covenants contained within all of the debt agreements. All of the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of June 30, 2024, there were no such cross defaults.

The repayment schedule for the Company’s borrowings is as follows:

Year Ending December 31,Year Ending Total
2024 (After June 30,)$—
2025700
2026—
2027536
2028500
Thereafter5,503
Total$7,239

Interest expense, net

The following table summarizes the components of interest as presented in the consolidated statements of operations and the cash paid for interest:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Income$23$15$45$25
Expense on borrowings(1)(74)(75)(148)(145)
(Expense) income on UTPs and other tax related liabilities(2)(5)(4)(9)14
Net periodic pension costs - interest component(7)(7)(13)(13)
Interest expense, net$(63)$(71)$(125)$(119)
Interest paid(3)$51$47$151$143

(1) Expense on borrowings includes interest on long-term debt, as well as realized gains/losses related to interest rate swaps and cross currency swaps, which are more fully discussed in Note 7.

(2) The amount for the six months ended June 30, 2023 reflects a $22 million reduction of tax-related interest expense primarily related to the resolutions of tax matters.

(3) Interest paid includes net settlements on interest rate swaps, which are more fully discussed in Note 7.

The fair value and carrying value of the Company’s debt as of June 30, 2024 and December 31, 2023 are as follows:

June 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Total debt$6,941$6,121$7,001$6,402

The fair value of the Company’s debt is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs within the fair value hierarchy.

NOTE 14. LEASES

The Company has operating leases, substantially all of which relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements. Certain of the Company’s leases include options to renew, with renewal terms that can extend the lease term from one year to 20 years at the Company’s discretion.

The following table presents the components of the Company’s lease cost:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$21$23$43$47
Sublease income(2)(2)(4)(4)
Variable lease cost651110
Total lease cost$25$26$50$53

The following tables present other information related to the Company’s operating leases:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Cash paid for amounts included in the measurement of operating lease liabilities$29$30$59$60
Right-of-use assets obtained in exchange for new operating lease liabilities$1$19$5$24
June 30, 2024June 30, 2023
Weighted-average remaining lease term4.1 years4.8 years
Weighted-average discount rate applied to operating leases3.2%3.2%

The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at June 30, 2024:

Year Ending December 31,Operating Leases
2024 (After June 30,)$60
2025108
202689
202771
202820
After 202836
Total lease payments (undiscounted)384
Less: Interest22
Present value of lease liabilities:$362
Lease liabilities - current$108
Lease liabilities - noncurrent$254

NOTE 15. CONTINGENCIES

Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. MIS is responding to SEC requests for documents and information in connection with an investigation of MIS’s compliance with record preservation requirements relating to certain business communications sent over electronic messaging channels that have not been approved by MIS. The SEC has been conducting similar investigations of the record preservation practices of other NRSROs and other registrants subject to record preservation requirements. MIS has reached an agreement in principle with the SEC Division of Enforcement to resolve the investigation. The agreement, which remains subject to final SEC approval, includes the payment of a $20 million civil monetary penalty. The Company has accrued that amount in its consolidated financial statements. Moody’s also is subject to ongoing tax audits as addressed in Note 4 to the consolidated financial statements.

Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.

NOTE 16. SEGMENT INFORMATION

The Company is organized into two operating segments: MA and MIS and accordingly, the Company reports in two reportable segments: MA and MIS.

Revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. Additionally, revenue for MIS and expenses for MA include intersegment fees charged to MA for the rights to use and distribute content, data and products developed by MIS. These intersegment fees are generally based on the market value of the products and services being transferred between the segments.

Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment.

For overhead costs and corporate expenses that benefit both segments, costs are allocated to each segment based on the segment’s share of full-year 2018 actual revenue which comprises a “Baseline Pool” established in 2019, which will remain fixed over time. In subsequent periods, incremental overhead costs (or reductions thereof) will be allocated to each segment based on the prevailing shares of total revenue represented by each segment.

“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by reportable segment, as this metric is not used by the CODM to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

Financial Information by Segment

The table below shows revenue and Adjusted Operating Income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s CODM to assess the profitability of each reportable segment. Refer to Note 2 for further details on the components of the Company’s revenue.

Three Months Ended June 30,
20242023
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$802$1,015$—$1,817$747$747$—$1,494
Intersegment revenue449(53)—446(50)—
Revenue8061,064(53)1,817751793(50)1,494
Operating, SG&A576392(53)915541350(50)841
Adjusted Operating Income$230$672$—$902$210$443$—$653
Add:
Depreciation and amortization9020—1107419—93
Restructuring11—282—10
Charges related to asset abandonment15——15————
Operating Income$775$550
Six Months Ended June 30,
20242023
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$1,601$2,002$—$3,603$1,484$1,480$—$2,964
Intersegment revenue796(103)—791(98)—
Revenue1,6082,098(103)3,6031,4911,571(98)2,964
Operating, SG&A1,140758(103)1,7951,067686(98)1,655
Adjusted Operating Income$468$1,340$—$1,808$424$885$—$1,309
Add:
Depreciation and amortization17238—21014437—181
Restructuring34—7168—24
Charges related to asset abandonment15——15————
Operating Income$1,576$1,104

The table below shows cumulative restructuring expense incurred through June 30, 2024 by reportable segment.

MAMISTotal
2022 - 2023 Geolocation Restructuring Program$111$96$207

The 2022 - 2023 Geolocation Restructuring Program is more fully discussed in Note 9.

Consolidated Revenue Information by Geographic Area

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
United States$974$775$1,943$1,538
Non-U.S.:
EMEA5664791,108939
Asia-Pacific164145319294
Americas11395233193
Total Non-U.S.8437191,6601,426
Total$1,817$1,494$3,603$2,964

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