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 September 30,Nine Months Ended September 30,
2024202320242023
Revenue$1,813$1,472$5,416$4,436
Expenses
Operating5124121,4481,266
Selling, general, and administrative4344031,2931,204
Depreciation and amortization10895318276
Restructuring6271351
Charges related to asset abandonment15—30—
Total expenses1,0759373,1022,797
Operating income7385352,3141,639
Non-operating (expense) income, net
Interest expense, net(60)(66)(185)(185)
Other non-operating income, net25184531
Total non-operating (expense) income, net(35)(48)(140)(154)
Income before provision for income taxes7034872,1741,485
Provision for income taxes16997510217
Net income5343901,6641,268
Less: Net income attributable to noncontrolling interests—111
Net income attributable to Moody's$534$389$1,663$1,267
Earnings per share attributable to Moody's common shareholders
Basic$2.94$2.12$9.13$6.91
Diluted$2.93$2.11$9.09$6.88
Weighted average number of shares outstanding
Basic181.7183.3182.2183.4
Diluted182.5184.0183.0184.1

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 September 30, 2024Three Months Ended September 30, 2023
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$534$390
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$252$(3)249$(174)$(2)(176)
Net (losses) gains on net investment hedges(184)48(136)124(31)93
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)
Net actuarial gains———2(1)1
Total other comprehensive income (loss)$69$45$114$(48)$(34)$(82)
Comprehensive Income Attributable to Moody's$648$308
Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$1,664$1,268
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$98$(3)95$(14)$(4)(18)
Net (losses) gains on net investment hedges(40)10(30)11(3)8
Cash Flow Hedges:
Reclassification of losses included in net income2—22(1)1
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income(1)—(1)(3)1(2)
Net actuarial (losses) gains(3)1(2)2(1)1
Total other comprehensive loss$56$8$64$(2)$(8)$(10)
Comprehensive income1,7281,258
Less: comprehensive loss attributable to noncontrolling interests—(1)
Comprehensive Income Attributable to Moody's$1,728$1,259

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)

September 30, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$2,642$2,130
Short-term investments57363
Accounts receivable, net of allowance for credit losses of $35 in 2024 and $35 in 20231,7081,659
Other current assets470489
Total current assets5,3934,341
Property and equipment, net of accumulated depreciation of $1,442 in 2024 and $1,272 in 2023662603
Operating lease right-of-use assets242277
Goodwill6,1485,956
Intangible assets, net1,9702,049
Deferred tax assets, net268258
Other assets1,0861,138
Total assets$15,769$14,622
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities$1,133$1,076
Current portion of operating lease liabilities109108
Current portion of long-term debt693—
Deferred revenue1,3001,316
Total current liabilities3,2352,500
Non-current portion of deferred revenue5965
Long-term debt6,8767,001
Deferred tax liabilities, net416402
Uncertain tax positions209196
Operating lease liabilities245306
Other liabilities661676
Total liabilities11,70111,146
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 September 30, 2024 and December 31, 2023, respectively33
Capital surplus1,3901,228
Retained earnings15,85514,659
Treasury stock, at cost; 161,671,601 and 160,430,754 shares of common stock at September 30, 2024 and December 31, 2023, respectively(12,840)(12,005)
Accumulated other comprehensive loss(503)(567)
Total Moody's shareholders' equity3,9053,318
Noncontrolling interests163158
Total shareholders' equity4,0683,476
Total liabilities, noncontrolling interests and shareholders' equity$15,769$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)

Nine Months Ended September 30,
20242023
Cash flows from operating activities
Net income$1,664$1,268
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization318276
Stock-based compensation166143
Deferred income taxes9(10)
Asset impairment and abandonment-related charges1512
Provision for credit losses on accounts receivable1415
Gain on previously held equity method investments(7)—
Changes in assets and liabilities:
Accounts receivable(43)112
Other current assets25151
Other assets(1)(31)
Lease obligations(24)(16)
Accounts payable and accrued liabilities45(61)
Deferred revenue(51)(35)
Uncertain tax positions and other non-current tax liabilities12(114)
Other liabilities22(36)
Net cash provided by operating activities2,1641,674
Cash flows from investing activities
Capital additions(243)(198)
Purchases of investments(623)(105)
Sales and maturities of investments105115
Purchases of investments in non-consolidated affiliates(4)(3)
Sales of investments in non-consolidated affiliates—1
Cash paid for acquisitions, net of cash acquired(110)(3)
Net cash used in investing activities(875)(193)
Cash flows from financing activities
Repayment of notes—(500)
Issuance of notes496—
Proceeds from stock-based compensation plans6040
Treasury shares(812)(278)
Repurchase of shares related to stock-based compensation(85)(67)
Dividends(465)(424)
Dividends to noncontrolling interests(1)(2)
Debt issuance costs and related fees(5)—
Net cash used in financing activities(812)(1,231)
Effect of exchange rate changes on cash and cash equivalents35(13)
Increase in cash and cash equivalents512237
Cash and cash equivalents, beginning of period2,1301,769
Cash and cash equivalents, end of period$2,642$2,006

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 June 30, 2023342.9$3$1,124$14,213(159.4)$(11,626)$(570)$3,144$168$3,312
Net income3893891390
Dividends ($0.77 per share)(142)(142)(8)(150)
Stock-based compensation464646
Shares issued for stock-based compensation plans at average cost, net5—277
Treasury shares repurchased, inclusive of excise tax—(0.5)(171)(171)(171)
Currency translation adjustment, net of net investment hedge activity (net of tax of $33 million)(83)(83)—(83)
Net actuarial gains and prior service costs (net of tax of $1 million)111
Amortization of actuarial gains and prior service credits(1)(1)(1)
Amortization of losses on cash flow hedges111
Balance at September 30, 2023342.9$3$1,175$14,460(159.9)$(11,795)$(652)$3,191$161$3,352

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 income1,2671,26711,268
Dividends ($2.31 per share)(425)(425)(9)(434)
Stock-based compensation143143143
Shares issued for stock-based compensation plans at average cost, net(22)0.7(2)(24)(24)
Treasury shares repurchased, inclusive of excise tax—(0.9)(280)(280)(280)
Currency translation adjustment, net of net investment hedge activity (net of tax of $7 million)(9)(9)(1)(10)
Net actuarial gains and prior service costs (net of tax of $1 million)111
Amortization of actuarial gains and prior service credits (net of tax of $1 million)(2)(2)(2)
Amortization of losses on cash flow hedges (net of tax of $1 million)111
Balance at September 30, 2023342.9$3$1,175$14,460(159.9)$(11,795)$(652)$3,191$161$3,352

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 June 30, 2024342.9$3$1,324$15,478(160.8)$(12,410)$(617)$3,778$160$3,938
Net income534534—534
Dividends ($0.85 per share)(157)(157)(5)(162)
Stock-based compensation585858
Shares issued for stock-based compensation plans at average cost, net8—41212
Noncontrolling interest resulting from majority acquisition—88
Treasury shares repurchased, inclusive of excise tax(0.9)(434)(434)(434)
Currency translation adjustment, net of net investment hedge activity (net of tax of $45 million)113113—113
Amortization of losses on cash flow hedges111
Balance at September 30, 2024342.9$3$1,390$15,855(161.7)$(12,840)$(503)$3,905$163$4,068

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 income1,6631,66311,664
Dividends ($2.55 per share)(467)(467)(6)(473)
Stock-based compensation169169169
Shares issued for stock-based compensation plans at average cost, net(7)0.6(18)(25)(25)
Noncontrolling interest resulting from majority acquisition—1010
Treasury shares repurchased, inclusive of excise tax—(1.9)(817)(817)(817)
Currency translation adjustment, net of net investment hedge activity (net of tax of $7 million)6565—65
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 hedges222
Balance at September 30, 2024342.9$3$1,390$15,855(161.7)$(12,840)$(503)$3,905$163$4,068

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 will adopt this ASU in its Form 10-K for the year ended December 31, 2024 and will provide the aforementioned new required disclosures, including further disaggregation of each segment's operating and SG&A expenses.

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 September 30,Nine Months Ended September 30,
2024202320242023
MA:
Decision Solutions (DS)
Banking$140$136$405$390
Insurance148138439404
KYC9580270228
Total DS3833541,1141,022
Research and Insights (R&I)235222683654
Data and Information (D&I)213200635584
Total external revenue8317762,4322,260
Intersegment revenue331010
Total MA8347792,4422,270
MIS:
Corporate Finance (CFG)
Investment-grade14963416272
High-yield8038232116
Bank loans12082422209
Other accounts (1)166163499470
Total CFG5153461,5691,067
Structured Finance (SFG)
Asset-backed securities343010189
RMBS24227372
CMBS27176645
Structured credit493213895
Other accounts1122
Total SFG135102380303
Financial Institutions (FIG)
Banking10892344289
Insurance462416692
Managed investments1374023
Other accounts33109
Total FIG170126560413
Public, Project and Infrastructure Finance (PPIF)
Public finance / sovereign6149187155
Project and infrastructure9366262216
Total PPIF154115449371
Total ratings revenue9746892,9582,154
MIS Other872622
Total external revenue9826962,9842,176
Intersegment revenue4847144138
Total MIS1,0307433,1282,314
Eliminations(51)(50)(154)(148)
Total MCO$1,813$1,472$5,416$4,436

(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 September 30, 2024Three Months Ended September 30, 2023
U.S.Non-U.STotalU.S.Non-U.STotal
MA:
Decision Solutions$144$239$383$141$213$354
Research and Insights12810723512498222
Data and Information7413921369131200
Total MA346485831334442776
MIS:
Corporate Finance364151515242104346
Structured Finance98371356537102
Financial Institutions90801705274126
Public, Project and Infrastructure Finance100541546946115
Total ratings revenue652322974428261689
MIS Other178—77
Total MIS653329982428268696
Total MCO$999$814$1,813$762$710$1,472
Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
U.S.Non-U.STotalU.S.Non-U.STotal
MA:
Decision Solutions$420$694$1,114$406$616$1,022
Research and Insights374309683361293654
Data and Information227408635204380584
Total MA1,0211,4112,4329711,2892,260
MIS:
Corporate Finance1,0784911,5697273401,067
Structured Finance266114380186117303
Financial Institutions292268560188225413
Public, Project and Infrastructure Finance284165449228143371
Total ratings revenue1,9201,0382,9581,3298252,154
MIS Other12526—2222
Total MIS1,9211,0632,9841,3298472,176
Total MCO$2,942$2,474$5,416$2,300$2,136$4,436

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
MA:
U.S.$346$334$1,021$971
Non-U.S.:
EMEA334310969895
Asia-Pacific8476251224
Americas6756191170
Total Non-U.S.4854421,4111,289
Total MA8317762,4322,260
MIS:
U.S.6534281,9211,329
Non-U.S.:
EMEA212155685509
Asia-Pacific7367225213
Americas4446153125
Total Non-U.S.3292681,063847
Total MIS9826962,9842,176
Total MCO$1,813$1,472$5,416$4,436

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

Three Months Ended September 30,
20242023
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions$33$350$383$43$311$354
9%91%100%12%88%100%
Research and Insights$4$231$235$4$218$222
2%98%100%2%98%100%
Data and Information$1$212$213$1$199$200
—%100%100%1%99%100%
Total MA (1)$38$793$831$48$728$776
5%95%100%6%94%100%
Corporate Finance$382$133$515$216$130$346
74%26%100%62%38%100%
Structured Finance$78$57$135$49$53$102
58%42%100%48%52%100%
Financial Institutions$92$78$170$52$74$126
54%46%100%41%59%100%
Public, Project and Infrastructure Finance$109$45$154$70$45$115
71%29%100%61%39%100%
MIS Other$2$6$8$2$5$7
25%75%100%29%71%100%
Total MIS$663$319$982$389$307$696
68%32%100%56%44%100%
Total Moody's Corporation$701$1,112$1,813$437$1,035$1,472
39%61%100%30%70%100%
Nine Months Ended September 30,
20242023
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions$105$1,009$1,114$126$896$1,022
9%91%100%12%88%100%
Research and Insights$11$672$683$12$642$654
2%98%100%2%98%100%
Data and Information$3$632$635$2$582$584
—%100%100%—%100%100%
Total MA (1)$119$2,313$2,432$140$2,120$2,260
5%95%100%6%94%100%
Corporate Finance$1,169$400$1,569$682$385$1,067
75%25%100%64%36%100%
Structured Finance$213$167$380$142$161$303
56%44%100%47%53%100%
Financial Institutions$329$231$560$195$218$413
59%41%100%47%53%100%
Public, Project and Infrastructure Finance$315$134$449$240$131$371
70%30%100%65%35%100%
MIS Other$6$20$26$4$18$22
23%77%100%18%82%100%
Total MIS$2,032$952$2,984$1,263$913$2,176
68%32%100%58%42%100%
Total Moody's Corporation$2,151$3,265$5,416$1,403$3,033$4,436
40%60%100%32%68%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.

The following table presents the timing of revenue recognition:

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
MAMISTotalMAMISTotal
Revenue recognized at a point in time$26$663$689$65$2,032$2,097
Revenue recognized over time8053191,1242,3679523,319
Total$831$982$1,813$2,432$2,984$5,416
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
MAMISTotalMAMISTotal
Revenue recognized at a point in time$24$389$413$73$1,263$1,336
Revenue recognized over time7523071,0592,1879133,100
Total$776$696$1,472$2,260$2,176$4,436

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 September 30, 2024 and December 31, 2023:

As of September 30, 2024As of December 31, 2023
MAMISMAMIS
Unbilled Receivables$119$470$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 nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, 2024Three Months Ended September 30, 2023
MAMISTotalMAMISTotal
Balance at June 30,$1,146$336$1,482$1,116$336$1,452
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(551)(120)(671)(513)(113)(626)
Increases due to amounts billable excluding amounts recognized as revenue during the period4109250241082492
Increases due to acquisitions during the period5—5———
Effect of exchange rate changes37441(25)(2)(27)
Total changes in deferred revenue(99)(24)(123)(128)(33)(161)
Balance at September 30,$1,047$312$1,359$988$303$1,291
Nine Months Ended September 30, 2024Nine Months Ended September 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(950)(197)(1,147)(969)(192)(1,161)
Increases due to amounts billable excluding amounts recognized as revenue during the period8602381,0989082181,126
Increases due to acquisitions during the period5—5———
Effect of exchange rate changes21122(6)(1)(7)
Total changes in deferred revenue(64)42(22)(67)25(42)
Balance at September 30,$1,047$312$1,359$988$303$1,291
Deferred revenue - current$1,047$253$1,300$986$240$1,226
Deferred revenue - non-current$—$59$59$2$63$65

For the MA segment, the decrease in deferred revenue for the three months ended September 30, 2024 and 2023 was primarily due to the recognition of annual subscription and maintenance billings from December and January. For the nine months ended September 30, 2024 and 2023, the decrease in the deferred revenue balance is attributable to recognition of revenues related to the aforementioned December billings being mostly offset by the impact of 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 obligation

Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of September 30, 2024 as well as amounts not yet invoiced to customers as of September 30, 2024, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.5 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 September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $97 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 September 30,Nine Months Ended September 30,
2024202320242023
Stock-based compensation cost$57$46$166$143
Tax benefit$12$10$36$32

During the first nine months 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 nine months of 2024, which had a weighted average grant date fair value of $372.64 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 September 30, 2024 was $16 million and $279 million for unvested stock options and restricted stock, respectively, which is expected to be recognized over a weighted average period of 1.8 years and 2.5 years, respectively. Additionally, there was $67 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 2.3 years.

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

Nine Months Ended September 30,
20242023
Exercise of stock options:
Proceeds from stock option exercises$44$26
Aggregate intrinsic value$60$48
Tax benefit realized upon exercise$10$11
Number of shares exercised0.30.2
Vesting of restricted stock:
Fair value of shares vested$183$154
Tax benefit realized upon vesting$45$36
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 24.0% and 19.9% for the three months ended September 30, 2024 and 2023, respectively. Moody’s ETR for the nine months ended September 30, 2024 and 2023 was 23.5% and 14.6%, respectively. The increase in the ETR for the nine months ended September 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 $23 million and a change in tax rate of a non-U.S. tax jurisdiction of $7 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 $2 million, net of federal tax, during the third quarter of 2024 and an increase in its UTPs of $13 million, net of federal tax, during the first nine 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 tax years 2021 through 2023 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:

Nine Months Ended September 30,
20242023
Income taxes paid$391$213

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 September 30, 2024, the Pillar II minimum tax requirement is not expected to have a material impact on 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 September 30,Nine Months Ended September 30,
2024202320242023
Basic181.7183.3182.2183.4
Dilutive effect of shares issuable under stock-based compensation plans0.80.70.80.7
Diluted182.5184.0183.0184.1
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above0.30.40.40.5

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 September 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 September 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)$1,691$—$1,691$1,117$573$1
Mutual funds$101$11$112$—$—$112
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 September 30, 2024 and December 31, 2023. The remaining contractual maturities for the certificates of deposits classified in other assets are 14 months to 15 months at September 30, 2024 and 14 months at December 31, 2023. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

In addition, the Company invested in COLI. As of September 30, 2024 and December 31, 2023, the contract value of the COLI was $49 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 September 30, 2024As of December 31, 2023Floating Interest Rate
2014 Senior Notes due 2044Pay Floating/Receive Fixed$300$300SOFR
2017 Senior Notes due 2028Pay Floating/Receive Fixed500500SOFR
2018 Senior Notes due 2029Pay Floating/Receive Fixed400400SOFR
2018 Senior Notes due 2048Pay Floating/Receive Fixed300300SOFR
2020 Senior Notes due 2025Pay Floating/Receive Fixed300300SOFR
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 September 30,Nine Months Ended September 30,
2024202320242023
Interest expense, net$(60)$(66)$(185)$(185)
DescriptionLocation on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swapsInterest expense, net$(25)$(25)$(74)$(64)
Fair value changes on interest rate swapsInterest expense, net$79$(35)$57$(35)
Fair value changes on hedged debtInterest expense, net$(79)$35$(57)$35

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:

September 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 September 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 September 30,Three Months Ended September 30,Three Months Ended September 30,
202420232024202320242023
Cross currency swaps$(95)$63$—$—$12$13
Long-term debt(41)30————
Total net investment hedges$(136)$93$—$—$12$13
Derivatives in Cash Flow Hedging Relationships
Cross currency swap$—$—$—$—$—$—
Interest rate contracts——(1)(1)——
Total cash flow hedges$—$—$(1)$(1)$—$—
Total$(136)$93$(1)$(1)$12$13
Derivative and Non-Derivative Instruments in Net Investment Hedging RelationshipsAmount of Gain/(Loss) Recognized in AOCL on Derivative, net of TaxAmount of Loss Reclassified from AOCL into Income, net of TaxGain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Nine Months Ended September 30,Nine Months Ended September 30,Nine Months Ended September 30,
202420232024202320242023
Cross currency swaps$(20)$—$—$—$34$43
Long-term debt(10)8————
Total net investment hedges$(30)$8$—$—$34$43
Derivatives in Cash Flow Hedging Relationships
Cross currency swaps$—$—$—$1$—$—
Interest rate contracts——(2)(2)——
Total cash flow hedges$—$—$(2)$(1)$—$—
Total$(30)$8$(2)$(1)$34$43

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
September 30, 2024December 31, 2023
Net investment hedges
Cross currency swaps$1$21
FX forwards2929
Long-term debt(7)3
Total net investment hedges$23$53
Cash flow hedges
Interest rate contracts$(43)$(45)
Cross currency swaps11
Total cash flow hedges(42)(44)
Total net gain in AOCL$(19)$9

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income, net, in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through July 2025.

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

September 30, 2024December 31, 2023
Notional amount of currency pair**(1)****:**SellBuySellBuy
Contracts to sell USD for GBP$567£435$513£407
Contracts to sell USD for JPY$29¥4,000$14¥2,000
Contracts to sell USD for CAD$52C$70$147C$200
Contracts to sell USD for SGD$69S$90$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 EUR for USD€15$17€—$—
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 September 30, 2024 and related gains in the three and nine months ended September 30, 2024 were not material. The notional amount of the total return swaps as of September 30, 2024 and December 31, 2023 was $65 million and $58 million, respectively.

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

Derivatives not designated as accounting hedgesLocation on Consolidated Statements of OperationsThree Months Ended September 30,Nine Months Ended September 30,
2024202320242023
FX forwardsOther non-operating income, net$39$(25)$21$(10)
Total return swapsOperating expense$1$(2)$5$(2)
Total return swapsSG&A expense$1$(1)$2$(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 LocationSeptember 30, 2024December 31, 2023
Assets:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedgesOther assets$—$3
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilitiesOther current assets1713
Total assets$17$16
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps designated as fair value hedgesAccounts payable and accrued liabilities$6$—
Cross-currency swaps designated as net investment hedgesOther liabilities207183
Interest rate swaps designated as fair value hedgesOther liabilities120183
Total derivatives designated as accounting hedges333366
Non-derivatives designated as accounting hedges:
Long-term debt designated as net investment hedgeLong-term debt1,3951,381
Total liabilities$1,728$1,747

NOTE 8. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

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

Nine Months Ended September 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)39—3998—98137—137
Foreign currency translation adjustments54—541—155—55
Ending balance$5,774$(12)$5,762$386$—$386$6,160$(12)$6,148
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 in 2024 (most notably GCR and Praedicat in the third 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:

September 30, 2024December 31, 2023
Customer relationships$2,109$2,065
Accumulated amortization(634)(556)
Net customer relationships1,4751,509
Software/product technology691674
Accumulated amortization(420)(364)
Net software/product technology271310
Database179179
Accumulated amortization(97)(82)
Net database8297
Trade names207199
Accumulated amortization(83)(72)
Net trade names124127
Other (1)6652
Accumulated amortization(48)(46)
Net other186
Total acquired intangible assets, net$1,970$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 September 30,Nine Months Ended September 30,
2024202320242023
Amortization expense$51$49$148$150

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 will strengthen the Company's operating margin, with a portion being deployed to support strategic investments, including the Company's workplace of the future program and employee retention initiatives. The 2022 - 2023 Geolocation Restructuring Program was substantially completed at the end of 2023. Cash outlays associated with this program, which primarily relate to personnel-related costs, are expected to be $145 million to $155 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 September 30,Nine months ended September 30,Cumulative expense incurred
2024202320242023
Employee Termination Costs$6$17$13$39$149
Real Estate Related Costs—10—1263
Other Costs————1
Total Restructuring$6$27$13$51$213

The restructuring liability for the aforementioned plan was not material at September 30, 2024.

NOTE 10. FAIR VALUE

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

Fair Value Measurement as of September 30, 2024
DescriptionBalanceLevel 1Level 2
Assets:
Derivatives (1)$17$—$17
Money market funds/mutual funds122122—
Total$139$122$17
Liabilities:
Derivatives (1)$333$—$333
Total$333$—$333
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:

September 30, 2024December 31, 2023
Other current assets:
Prepaid taxes$73$115
Prepaid expenses168133
Capitalized costs to obtain and fulfill sales contracts118116
Foreign exchange forwards on certain assets and liabilities1713
Interest receivable on interest rate and cross currency swaps5179
Other4333
Total other current assets$470$489
Other assets:
Investments in non-consolidated affiliates$467$521
Deposits for real-estate leases1616
Indemnification assets related to acquisitions112111
Mutual funds, certificates of deposit and money market deposit accounts/funds113100
Company owned life insurance (at contract value)4947
Capitalized costs to obtain sales contracts202196
Derivative instruments designated as accounting hedges—3
Pension and other retirement employee benefits4141
Other86103
Total other assets$1,086$1,138
Accounts payable and accrued liabilities:
Salaries and benefits$130$130
Incentive compensation321345
Customer credits, advanced payments and advanced billings136105
Dividends177
Professional service fees5646
Interest accrued on debt5283
Accounts payable5023
Income taxes156108
Pension and other retirement employee benefits1515
Accrued royalties1824
Restructuring liability1235
Derivative instruments designated as accounting hedges6—
Interest payable on interest rate and cross currency swaps5267
Other11288
Total accounts payable and accrued liabilities$1,133$1,076
September 30, 2024December 31, 2023
Other liabilities:
Pension and other retirement employee benefits$199$190
Interest accrued on UTPs4536
MAKS indemnification provisions1919
Income tax liability - non-current portion1215
Derivative instruments designated as accounting hedges327366
Other5950
Total other liabilities$661$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:

September 30, 2024December 31, 2023
Equity method investments (1)$131$186
Investments measured using the measurement alternative (2)327327
Other98
Total investments in non-consolidated affiliates$467$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 September 30,Nine Months Ended September 30,
2024202320242023
FX (loss) gain (1)$—$2$(7)$(29)
Net periodic pension income - non-service and non-interest cost components982526
Income from investments in non-consolidated affiliates891012
Gain on previously held equity method investments (2)7—7—
Gain on investments4—1211
Other (3)(3)(1)(2)11
Total$25$18$45$31

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

(2) The amounts for the three and nine months ended September 30, 2024 reflect non-cash gains relating to the step-acquisitions of Praedicat and GCR.

(3) The amount for the nine months ended September 30, 2023 includes a benefit of $9 million related to the favorable resolutions of various tax matters.

Charges related to asset abandonment:

During the nine months ended September 30, 2024, the Company recorded charges related to asset abandonment of $30 million. Costs of $15 million were recorded in the second quarter of 2024 related 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. During the third quarter of 2024,

the Company incurred $15 million in incremental amortization expense related to the change in estimated useful lives of these assets and expects to incur an additional $15 million of incremental amortization expense in the fourth quarter 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 September 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 June 30,$(59)$(43)$(674)$159$(617)$(48)$(45)$(577)$100$(570)
Other comprehensive income/(loss) before reclassifications——249(136)1131—(176)93(82)
Amounts reclassified from AOCL—1——1(1)1———
Other comprehensive income/(loss)—1249(136)114—1(176)93(82)
Balance at September 30,$(59)$(42)$(425)$23$(503)$(48)$(44)$(753)$193$(652)
Nine Months Ended September 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)—95(30)631—(17)8(8)
Amounts reclassified from AOCL(1)2——1(2)1——(1)
Other comprehensive (loss)/income(3)295(30)64(1)1(17)8(9)
Balance at September 30,$(59)$(42)$(425)$23$(503)$(48)$(44)$(753)$193$(652)

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:

September 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$600$(26)$3$(4)$573
1.75% 2015 Senior Notes, due 2027558——(1)557
3.25% 2017 Senior Notes, due 2028500(14)(2)(1)483
4.25% 2018 Senior Notes, due 2029400(25)(1)(1)373
4.875% 2018 Senior Notes, due 2048400(29)(6)(3)362
0.950% 2019 Senior Notes, due 2030837—(2)(3)832
3.75% 2020 Senior Notes, due 2025700(6)—(1)693
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(21)(8)(5)466
4.25% 2022 Senior Notes, due 2032500(5)(2)(3)490
5.00% 2024 Senior Notes, due 2034500—(4)(5)491
Total debt$7,795$(126)$(53)$(47)$7,569
Current portion(693)
Total long-term debt$6,876
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.

Notes Payable

At September 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 September 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 September 30,)$—
2025700
2026—
2027558
2028500
Thereafter6,037
Total$7,795

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 September 30,Nine Months Ended September 30,
2024202320242023
Income$28$19$73$44
Expense on borrowings(1)(79)(75)(227)(220)
(Expense) income on UTPs and other tax related liabilities(2)(3)(4)(12)10
Net periodic pension costs - interest component(6)(6)(19)(19)
Interest expense, net$(60)$(66)$(185)$(185)
Interest paid(3)$83$87$234$230

(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 nine months ended September 30, 2023 includes a $22 million reduction of tax-related interest expense primarily related to the resolutions of tax matters.

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

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

September 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Total debt$7,569$7,066$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 September 30,Nine Months Ended September 30,
2024202320242023
Operating lease cost$23$23$66$70
Sublease income(1)(1)(5)(5)
Variable lease cost561616
Total lease cost$27$28$77$81

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cash paid for amounts included in the measurement of operating lease liabilities$31$30$90$90
Right-of-use assets obtained in exchange for new operating lease liabilities$15$1$20$25
September 30, 2024September 30, 2023
Weighted-average remaining lease term4.0 years4.6 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 September 30, 2024:

Year Ending December 31,Operating Leases
2024 (After September 30,)$30
2025113
202693
202775
202824
After 202841
Total lease payments (undiscounted)376
Less: Interest22
Present value of lease liabilities:$354
Lease liabilities - current$109
Lease liabilities - noncurrent$245

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. On September 3, 2024, MIS settled charges by the SEC for failure to comply with record preservation requirements applicable to MIS. The settlement followed an investigation relating to certain business communications sent over electronic messaging channels that had not been approved by MIS. The SEC has settled similar charges with other NRSROs and other registrants subject to record preservation requirements. The terms of MIS's settlement included the payment of a $20 million civil monetary penalty. As previously disclosed in the Company's Form 10-Q's this year, the Company had accrued that amount in its consolidated financial statements in prior periods. 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 September 30,
20242023
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$831$982$—$1,813$776$696$—$1,472
Intersegment revenue348(51)—347(50)—
Revenue8341,030(51)1,813779743(50)1,472
Operating, SG&A581416(51)946517348(50)815
Adjusted Operating Income$253$614$—$867$262$395$—$657
Add:
Depreciation and amortization8820—1087619—95
Restructuring42—6225—27
Charges related to asset abandonment15——15————
Operating Income$738$535
Nine Months Ended September 30,
20242023
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$2,432$2,984$—$5,416$2,260$2,176$—$4,436
Intersegment revenue10144(154)—10138(148)—
Revenue2,4423,128(154)5,4162,2702,314(148)4,436
Operating, SG&A1,7211,174(154)2,7411,5841,034(148)2,470
Adjusted Operating Income$721$1,954$—$2,675$686$1,280$—$1,966
Add:
Depreciation and amortization26058—31822056—276
Restructuring76—133813—51
Charges related to asset abandonment30——30————
Operating Income$2,314$1,639

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

MAMISTotal
2022 - 2023 Geolocation Restructuring Program$115$98$213

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

Consolidated Revenue Information by Geographic Area

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
United States$999$762$2,942$2,300
Non-U.S.:
EMEA5464651,6541,404
Asia-Pacific157143476437
Americas111102344295
Total Non-U.S.8147102,4742,136
Total$1,813$1,472$5,416$4,436

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