UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-14037

____________________

Moody’s Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-3998945
(State of Incorporation)	(I.R.S. Employer Identification No.)

7 World Trade Center at 250 Greenwich Street, New York, New York 10007

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:

(212) 553-0300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MCO	New York Stock Exchange
1.75% Senior Notes Due 2027	MCO 27	New York Stock Exchange
0.950% Senior Notes Due 2030	MCO 30	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Shares Outstanding at June 30, 2023

183.5 million

1

	MOODY’S CORPORATION INDEX TO FORM 10-Q
		Page(s)
	Glossary of Terms and Abbreviations	3-6
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations (Unaudited) for the Three Months Ended and Six Months Ended June 30, 2023 and 2022	7
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended and Six Months Ended June 30, 2023 and 2022	8
	Consolidated Balance Sheets (Unaudited) at June 30, 2023 and December 31, 2022	9
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2022	10
	Consolidated Statements of Shareholders’ Equity (Unaudited) for the Three Months Ended and Six Months Ended June 30, 2023 and 2022	11-14
	Notes to Condensed Consolidated Financial Statements (Unaudited)	15-41
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	The Company	42
	Sustainability	42-43
	Current Matters Impacting Moody's Business	43
	Reportable Segments	43
	Results of Operations	44-71
	Liquidity and Capital Resources	71-76
	Recently Issued Accounting Standards	76
	Contingencies	76
	Forward-Looking Statements	77-78
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	78
Item 4.	Controls and Procedures	78
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 5.	Other Information	79
Item 6.	Exhibits	80
SIGNATURES

2

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

TERM	DEFINITION
Acquisition-Related Intangible Amortization Expense	Amortization of definite-lived intangible assets acquired by the Company from all business combination transactions
Adjusted Diluted EPS	Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Net Income	Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Income	Operating income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Margin	Adjusted Operating Income divided by revenue
Americas	Represents countries within North and South America, excluding the U.S.
AOCI(L)	Accumulated other comprehensive income/loss; a separate component of shareholders’ equity
ARR	Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions
ASC	The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
Asia-Pacific	Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASR	Accelerated Share Repurchase
ASU	The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC
BitSight	A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools
Board	The board of directors of the Company
BPS	Basis points
CCXI	China Cheng Xin International Credit Rating Co. Ltd.; China’s first and largest domestic credit rating agency approved by the People’s Bank of China; currently Moody’s owns 30% of CCXI
CDP	Carbon Disclosure Project; an international nonprofit organization that helps companies, cities, states and regions manage their environmental impact through a global disclosure system
CFG	Corporate finance group; an LOB of MIS
CMBS	Commercial mortgage-backed securities; an asset class within SFG
COLI	Corporate-Owned Life Insurance
Common Stock	The Company’s common stock
Company	Moody’s Corporation and its subsidiaries; MCO; Moody’s
COVID-19	An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic
CP	Commercial Paper
CP Program	A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2021 Facility
Data and Information (D&I)	LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products
Decision Solutions (DS)	LOB within MA that provides SaaS solutions supporting banking, insurance, and KYC workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide risk assessment solutions
EMEA	Represents countries within Europe, the Middle East and Africa
EPS	Earnings per share
ESG	Environmental, Social, and Governance

3

TERM	DEFINITION
ESTR	Euro Short-Term Rate
ETR	Effective tax rate
EU	European Union
EURIBOR	The Euro Interbank Offered Rate
Excess Tax Benefits	The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
Exchange Act	The Securities Exchange Act of 1934, as amended
External Revenue	Revenue excluding any intersegment amounts
FASB	Financial Accounting Standards Board
FIG	Financial institutions group; an LOB of MIS
Free Cash Flow	Net cash provided by operating activities less cash paid for capital additions
FX	Foreign exchange
GAAP	U.S. Generally Accepted Accounting Principles
GBP	British pounds
GCR	Global Credit Rating Company Limited; a credit rating agency in Africa with operations spanning the continent, including in South Africa, Nigeria, Senegal, Kenya, and Mauritius
GDP	Gross domestic product
GRI	Global Reporting Initiative; an international independent standards organization that helps organizations understand and disclose their impact on climate change, human rights and corruption
ICRA	ICRA Limited; a provider of credit ratings and research in India
kompany	360kompany AG (kompany); a Vienna, Austria-based platform for business verification and Know Your Customer (KYC) technology solutions, acquired by the Company in February 2022
KYC	Know-your-customer
LIBOR	London Interbank Offered Rate
LOB	Line of business
MA	Moody’s Analytics - a reportable segment of MCO which provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information
MAKS	Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and was formerly a reporting unit within the MA reportable segment
MCO	Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MIS	Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - SFG; CFG; FIG; PPIF; and MIS Other
MIS Other	Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue, and revenue from professional services. These businesses are components of MIS; MIS Other is an LOB of MIS
Moody’s	Moody’s Corporation and its subsidiaries; MCO; the Company
MSS	Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS
Net Income	Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder
NM	Percentage change is not meaningful
Non-GAAP	A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making

4

TERM	DEFINITION
NRSRO	Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC
Operating segment	Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available
PPIF	Public, project and infrastructure finance; an LOB of MIS
Recurring Revenue	For MA, represents subscription-based revenue and software maintenance revenue. For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other, represents subscription-based revenue
Reporting unit	The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment
Research and Insights (R&I)	LOB within MA that provides models, scores, expert insights and commentary. This LOB includes credit research; credit models and analytics; economics data and models; and structured finance solutions
RMBS	Residential mortgage-backed securities; an asset class within SFG
RMS	A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company in September 2021
SaaS	Software-as-a-Service
SASB	Sustainability Accounting Standards Board
SEC	U.S. Securities and Exchange Commission
SFG	Structured finance group; an LOB of MIS
SG&A	Selling, general and administrative expenses
SOFR	Secured Overnight Financing Rate
Tax Act	The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017 which significantly amends the tax code in the U.S.
TCFD	Task Force on Climate-Related Financial Disclosures
Total Debt	All indebtedness of the Company as reflected on the consolidated balance sheets
Transaction Revenue	For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services.
U.K.	United Kingdom
U.S.	United States
USD	U.S. dollar
UTPs	Uncertain tax positions
WEF	World Economic Forum; an independent international organization for public-private cooperation that engages the foremost political, business, cultural and other leaders of society to shape global, regional and industry agendas
2001 Plan	2001 Moody's Corporation Key Employees' Stock Incentive Plan, as amended and restated December 20, 2022
2022 - 2023 Geolocation Restructuring Program	Restructuring program approved by the chief executive officer of Moody’s on June 30, 2022 relating to the Company's post-COVID-19 geolocation strategy
2013 Senior Notes due 2024	Principal amount of $500 million, 4.875% senior unsecured notes due in February 2024
2014 Senior Notes due 2044	Principal amount of $600 million, 5.25% senior unsecured notes due in July 2044
2015 Senior Notes due 2027	Principal amount of €500 million, 1.75% senior unsecured notes due in March 2027
2017 Senior Notes due 2028	Principal amount of $500 million, 3.250% senior unsecured notes due January 15, 2028
2018 Senior Notes due 2029	Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029
2018 Senior Notes due 2048	Principal amount of $400 million, 4.875% senior unsecured notes due December 17, 2048

5

TERM	DEFINITION
2019 Senior Notes due 2030	Principal amount of €750 million, 0.950% senior unsecured notes due February 25, 2030
2020 Senior Notes due 2025	Principal amount of $700 million, 3.75% senior unsecured notes due March 24, 2025
2020 Senior Notes due 2050	Principal amount of $300 million, 3.25% senior unsecured notes due May 20, 2050
2020 Senior Notes due 2060	Principal amount of $500 million, 2.55% senior unsecured notes due August 18, 2060
2021 Facility	Five-year unsecured revolving credit facility, with capacity to borrow up to $1.25 billion; backstops CP issued under the CP Program
2021 Senior Notes due 2031	Principal amount of $600 million, 2.00% senior unsecured notes due August 19, 2031
2021 Senior Notes due 2041	Principal amount of $600 million, 2.75% senior unsecured notes due August 19, 2041
2021 Senior Notes due 2061	Principal amount of $500 million, 3.10% senior unsecured notes due November 15, 2061
2022 Senior Notes due 2052	Principal amount of $500 million, 3.75% senior unsecured notes due February 25, 2052
2022 Senior Notes due 2032	Principal amount of $500 million, 4.25% senior unsecured notes due January 15, 2032

6

PART I. FINANCIAL INFORMATION

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,
	2023		2022		2023		2022
Revenue	$	1,494	$	1,381	$	2,964	$	2,903
Expenses
Operating	426		393		854		810
Selling, general, and administrative	415		368		801		739
Depreciation and amortization	93		81		181		159
Restructuring	10		31		24		31
Total expenses	944		873		1,860		1,739
Operating income	550		508		1,104		1,164
Non-operating (expense) income, net
Interest expense, net	(71)		(55)		(119)		(108)
Other non-operating income (expense), net	13		(10)		13		(4)
Total non-operating (expense) income, net	(58)		(65)		(106)		(112)
Income before provision for income taxes	492		443		998		1,052
Provision for income taxes	115		116		120		227
Net income attributable to Moody's	$	377	$	327	$	878	$	825
Earnings per share attributable to Moody's common shareholders
Basic	$	2.05	$	1.78	$	4.79	$	4.47
Diluted	$	2.05	$	1.77	$	4.77	$	4.45
Weighted average number of shares outstanding
Basic	183.5		184.1		183.4		184.6
Diluted	184.1		184.9		184.1		185.4

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

7

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)

	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Pre-tax amounts		Tax amounts		After-tax amounts		Pre-tax amounts		Tax amounts		After-tax amounts
Net Income					$	377					$	327
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	51	$	—	51		$	(340)	$	3	(337)
Foreign currency translation adjustments - reclassification of losses included in net income	—		—		—		20		—		20
Net (losses) gains on net investment hedges	(37)		9		(28)		241		(60)		181
Cash Flow Hedges:
Reclassification of losses included in net income	—		(1)		(1)		—		—		—
Pension and Other Retirement Benefits:
Amortization of actuarial losses and prior service costs included in net income	(2)		1		(1)		1		—		1
Net actuarial gains and prior service costs	—		—		—		6		(2)		4
Total other comprehensive income (loss)	$	12	$	9	$	21	$	(72)	$	(59)	$	(131)
Comprehensive income					398						196
Less: comprehensive income (loss) attributable to noncontrolling interests					2						(3)
Comprehensive Income Attributable to Moody's					$	396					$	199

	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Pre-tax amounts		Tax amounts		After-tax amounts		Pre-tax amounts		Tax amounts		After-tax amounts
Net Income					$	878					$	825
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	160	$	(2)	158		$	(448)	$	4	(444)
Foreign currency translation adjustments - reclassification of losses included in net income	—		—		—		20		—		20
Net (losses) gains on net investment hedges	(113)		28		(85)		305		(77)		228
Cash Flow Hedges:
Reclassification of losses included in net income	1		(1)		—		1		—		1
Pension and Other Retirement Benefits:
Amortization of actuarial losses and prior service costs included in net income	(2)		1		(1)		1		—		1
Net actuarial gains and prior service costs	—		—		—		3		(1)		2
Total other comprehensive income (loss)	$	46	$	26	$	72	$	(118)	$	(74)	$	(192)
Comprehensive income					950						633
Less: comprehensive loss attributable to noncontrolling interests					(1)						(3)
Comprehensive Income Attributable to Moody's					$	951					$	636

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

8

MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,278	$	1,769
Short-term investments	57		90
Accounts receivable, net of allowance for credit losses of $33 in 2023 and $40 in 2022	1,542		1,652
Other current assets	513		583
Total current assets	4,390		4,094
Property and equipment, net of accumulated depreciation of $1,195 in 2023 and $1,123 in 2022	541		502
Operating lease right-of-use assets	330		346
Goodwill	5,926		5,839
Intangible assets, net	2,138		2,210
Deferred tax assets, net	265		266
Other assets	1,101		1,092
Total assets	$	14,691	$	14,349
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	877	$	1,011
Current portion of operating lease liabilities	105		106
Current portion of long-term debt	300		—
Deferred revenue	1,385		1,258
Total current liabilities	2,667		2,375
Non-current portion of deferred revenue	67		75
Long-term debt	6,923		7,389
Deferred tax liabilities, net	485		457
Uncertain tax positions	204		322
Operating lease liabilities	344		368
Other liabilities	689		674
Total liabilities	11,379		11,660
Contingencies (Note 16)
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, 2023 and December 31, 2022, respectively	3		3
Capital surplus	1,124		1,054
Retained earnings	14,213		13,618
Treasury stock, at cost; 159,444,702 and 159,702,362 shares of common stock at June 30, 2023 and December 31, 2022, respectively	(11,626)		(11,513)
Accumulated other comprehensive loss	(570)		(643)
Total Moody's shareholders' equity	3,144		2,519
Noncontrolling interests	168		170
Total shareholders' equity	3,312		2,689
Total liabilities, noncontrolling interests, and shareholders' equity	$	14,691	$	14,349

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

9

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)

	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities
Net income	$	878	$	825
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	181		159
Stock-based compensation	97		84
Deferred income taxes	21		65
FX translation losses reclassified to net income	—		20
Changes in assets and liabilities:
Accounts receivable	121		63
Other current assets	78		(172)
Other assets	(24)		(12)
Lease obligations	(9)		(7)
Accounts payable and accrued liabilities	(86)		(276)
Deferred revenue	97		92
Uncertain tax positions	(120)		(44)
Other liabilities	(22)		(36)
Net cash provided by operating activities	1,212		761
Cash flows from investing activities
Capital additions	(127)		(133)
Purchases of investments	(55)		(182)
Sales and maturities of investments	82		99
Receipts from settlements of net investment hedges	—		136
Cash paid for acquisitions, net of cash acquired	(3)		(92)
Net cash used in investing activities	(103)		(172)
Cash flows from financing activities
Repayment of notes	(200)		—
Proceeds from stock-based compensation plans	31		16
Treasury shares	(108)		(871)
Repurchase of shares related to stock-based compensation	(64)		(83)
Dividends	(283)		(259)
Dividends to noncontrolling interest	—		(1)
Issuance of notes	—		491
Debt issuance costs and related fees	—		(5)
Net cash used in financing activities	(624)		(712)
Effect of exchange rate changes on cash and cash equivalents	24		(71)
Increase (decrease) in cash and cash equivalents	509		(194)
Cash and cash equivalents, beginning of period	1,769		1,811
Cash and cash equivalents, end of period	$	2,278	$	1,617

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

10

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at March 31, 2022	342.9	$	3	$	826	$	13,132	(158.4)	$	(11,096)	$	(471)	$	2,394	$	188	$	2,582
Net income						327							327		—		327
Dividends ($0.70 per share)						(131)							(131)		—		(131)
Stock-based compensation				38									38				38
Shares issued for stock-based compensation plans at average cost, net				6				—	1				7				7
Treasury shares repurchased				95				(1.0)	(308)				(213)				(213)
Currency translation adjustment, net of net investment hedge activity (net of tax of $57 million)											(133)		(133)		(3)		(136)
Net actuarial gains and prior service costs (net of tax of $2 million)											4		4				4
Amortization of prior service costs and actuarial losses											1		1				1
Balance at June 30, 2022	342.9	$	3	$	965	$	13,328	(159.4)	$	(11,403)	$	(599)	$	2,294	$	185	$	2,479

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

11

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at December 31, 2021	342.9	$	3	$	885	$	12,762	(157.3)	$	(10,513)	$	(410)	$	2,727	$	189	$	2,916
Net income						825							825		—		825
Dividends ($1.40 per share)						(259)							(259)		(1)		(260)
Stock-based compensation				84									84				84
Shares issued for stock-based compensation plans at average cost, net				(36)				0.5	(31)				(67)				(67)
Shares issued as consideration to acquire kompany(1)				35				0.1	9				44				44
Treasury shares repurchased				(3)				(2.7)	(868)				(871)				(871)
Currency translation adjustment, net of net investment hedge activity (net of tax of $73 million)											(193)		(193)		(3)		(196)
Net actuarial losses and prior service costs (net of tax of $1 million)											2		2				2
Amortization of prior service costs and actuarial losses											1		1				1
Net realized and unrealized gain on cash flow hedges											1		1				1
Balance at June 30, 2022	342.9	$	3	$	965	$	13,328	(159.4)	$	(11,403)	$	(599)	$	2,294	$	185	$	2,479

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

(1) Represents a non-cash investing activity relating to the issuance of common stock to fund a portion of the purchase price for kompany.

12

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at March 31, 2023	342.9	$	3	$	1,068	$	13,979	(159.4)	$	(11,570)	$	(589)	$	2,891	$	167	$	3,058
Net income						377							377		—		377
Dividends ($0.77 per share)						(143)							(143)		(1)		(144)
Stock-based compensation				50									50				50
Shares issued for stock-based compensation plans at average cost, net				6				0.3	11				17				17
Treasury shares repurchased								(0.3)	(67)				(67)				(67)
Currency translation adjustment, net of net investment hedge activity (net of tax of $9 million)											21		21		2		23
Amortization of prior service costs and actuarial losses											(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, 2023	342.9	$	3	$	1,124	$	14,213	(159.4)	$	(11,626)	$	(570)	$	3,144	$	168	$	3,312

    

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

13

MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
	Common Stock	Capital Surplus	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total Moody's Shareholders' Equity