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0001059556false00010595562023-07-252023-07-250001059556us-gaap:CommonStockMember2023-07-252023-07-250001059556mco:TwoThousandAndFifteenSeniorNotesDueTwoThousandAndTwentySevenMember2023-07-252023-07-250001059556mco:A950SeniorNotesDueTwoThousandAndThirtyMember2023-07-252023-07-25


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2023
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14037 13-3998945
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.



TABLE OF CONTENTS
ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
3
ITEM 7.01 REGULATION FD DISCLOSURE 3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3
SIGNATURES 4
EXHIBIT 99.1
2



Item 2.02, "Results of Operations and Financial Condition"
On July 25, 2023, Moody's Corporation (the "Registrant") announced its financial results for the quarter ended June 30, 2023, as well as its outlook for 2023. A copy of the press release containing the announcement is included as Exhibit 99.1.
The information contained in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 7.01, "Regulation FD Disclosure"

The information set forth under Item 2.02, "Results of Operations and Financial Condition" is incorporated herein by reference. As announced during the Registrant’s earnings call on July 25, 2023, a demonstration of a potential Moody’s generative AI-enabled product is being made available on its Investor Relations website, ir.moodys.com, within “Product Demo Videos.”

Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
3



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOODY'S CORPORATION
By: /s/ Elizabeth M. McCarroll
Elizabeth M. McCarroll
Corporate Secretary and Associate General Counsel

Date: July 25, 2023
4

EX-99.1 2 a2q23earningspr.htm EX-99.1 Document
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MOODY'S CORPORATION REPORTS RESULTS
FOR SECOND QUARTER 2023

NEW YORK, NY - July 25, 2023 - Moody's Corporation (NYSE: MCO) today announced results for the second quarter 2023, and updated its outlook for full year 2023 to reflect stronger-than-expected investment grade issuance, driven by investor demand for high-quality credits.

SECOND QUARTER SUMMARY FINANCIALS
Moody’s Corporation
(MCO) Revenue
Moody’s Analytics
(MA) Revenue
Moody’s Investors Service
(MIS) Revenue
2Q 2023
2Q 2023
2Q 2023
$1.5 billion ⇑ 8%
$747 million ⇑ 11%
$747 million ⇑ 6%
YTD 2023 YTD 2023 YTD 2023
$3.0 billion ⇑ 2%
$1.5 billion ⇑ 8%
$1.5 billion ⇓ 3%
MCO Diluted EPS
MCO Adjusted Diluted EPS1
MCO FY 2023 Projected
2Q 2023
2Q 2023
Diluted EPS
$2.05 ⇑ 16%
$2.30 ⇑ 4%
$8.70 to $9.20
YTD 2023 YTD 2023
Adjusted Diluted EPS1
$4.77 ⇑ 7%
$5.29 ⇑ 4%
$9.75 to $10.25
“Moody’s is poised to capitalize on the momentous opportunity of generative AI to activate the power of our unique and verified data sets. Drawing on our team of over 14,000 innovators, we are accelerating our customers’ decision-making processes with enhanced analytics and insights that address the evolving world of exponential risk.”
Rob Fauber
President and Chief Executive Officer





1 Refer to the tables at the end of this press release for reconciliations of adjusted measures to U.S. GAAP.
1

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REVENUE
Moody’s Corporation (MCO)
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Second Quarter 2023
Year-to-Date 2023
•Revenue increased 8% from the prior-year period. Foreign currency translation had an immaterial impact on MCO’s revenue.
•MA reported its 62nd consecutive quarter of growth, up 11% from the prior-year period, on continued strong demand for mission-critical data, analytics and software solutions.
•Increased investor demand for high-quality credits, combined with issuers seeking to refinance in advance of the U.S. debt ceiling deadline, led to higher-than-expected investment grade activity in the quarter.

•Revenue increased 2% from the prior-year period. Foreign currency translation unfavorably impacted MCO’s revenue by 1%.
•MA grew 8% from the prior-year period and represented just over 50% of MCO’s total revenue, up from 47% in the first half of 2022.
•MIS’s revenue declined 3% on a strong prior-year first quarter comparable.












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Moody’s Analytics (MA)
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Second Quarter 2023
Year-to-Date 2023
•Reported revenue grew 11%, led by Decision Solutions growth of 14%. Foreign currency translation favorably impacted MA’s revenue by 1%.
•Within Decision Solutions: Banking, Insurance and Know Your Customer (KYC) revenue grew 12%, 12%, and 20%, respectively, from the prior-year period.
•Banking growth was driven by ongoing demand for SaaS-based customer solutions serving lending, risk management and finance workflows.
•Insurance growth was primarily due to continued demand for actuarial modelling and IFRS-17 solutions, as well as increased adoption of capabilities on RMS Intelligent Risk Platform™.
•KYC delivered strong growth across a diverse range of customer segments as our best-in-class solutions fulfill several onboarding, screening and monitoring use cases.
•Reported revenue grew 8% versus the prior-year period and included a 1% unfavorable impact from foreign currency translation.
•Customer retention at 93% reflects the mission-critical nature of MA’s innovative data, analytics and workflow solutions in the era of exponential risk.
•Expanded disclosure on Decision Solutions2 offers greater visibility into our SaaS businesses serving key customer workflows: Banking, Insurance and KYC.
•ARR increased 10% from the prior-year period to $2.8 billion, as strong customer demand and cross-selling execution continue to deliver double-digit growth.

2 Moody’s reclassified certain immaterial revenue relating to structured finance solutions from the Decision Solutions LOB to the Research & Insights LOB.
3

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Moody’s Investors Service (MIS)


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Second Quarter 2023
Year-to-Date 2023
•Revenue increased 6% against the prior-year period. Foreign currency translation had an immaterial impact on MIS’s revenue.
•Similar to the first quarter, activity was skewed toward higher-rated, investment grade corporate and infrastructure finance issuers who took advantage of constructive market conditions.
•Within leveraged finance, the second quarter saw a significant increase in high yield bond issuance, which experienced the strongest quarter since the beginning of 2022, driven mainly by refinancing. Conversely, leveraged loan issuance declined due to subdued M&A activity.
•Structured Finance was negatively impacted by a combination of a strong prior-year comparable and a decline in loan supply for CMBS, RMBS and structured credit transactions.

•Revenue declined 3% against the prior-year period. Foreign currency translation had an immaterial impact on MIS’s revenue.
•Market conditions were increasingly constructive during the first half of 2023, though ongoing uncertainty around inflation, interest rates and recessionary concerns continued to weigh on credit activity.
•Improved investment grade issuance, as well as a favorable mix from infrequent bank and insurance issuers positively impacted revenue growth; however, this was offset by lower leveraged loan and Structured Finance volumes.

5

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OPERATING EXPENSES AND MARGIN
Operating Expenses
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Second Quarter 2023
Year-to-Date 2023
•Operating expenses grew 8% versus the prior-year period, including 5% from higher incentive compensation accruals and stock-based compensation. Foreign currency translation had an immaterial impact on operating expenses.
•Continued investment in innovation and product development to ensure Moody’s is well-positioned to capture demand from high-growth markets, offsetting expense growth with proactive cost management initiatives.
•Operating expenses grew 7% versus the prior-year period, including 3% from higher incentive compensation accruals and stock-based compensation. Foreign currency translation favorably impacted operating expenses by 1%.
•During the first half of 2023, we accelerated spending on product innovation and employee development related to AI technologies.



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Operating Margin and Adjusted Operating Margin1
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Second Quarter 2023
Year-to-Date 2023
•MCO’s operating margin was 36.8% and adjusted operating margin1 was 43.7%. Foreign currency translation had an immaterial impact on both operating and adjusted operating margins1.
•MA’s adjusted operating margin reflected an increase in strategic sales deployment and product development investments.
•MIS’s adjusted operating margin captured operational leverage from both heightened issuance and disciplined expense management.
•MCO’s operating margin was 37.2% and adjusted operating margin1 was 44.2%. Foreign currency translation had an immaterial impact on both operating and adjusted operating margins1.
•The decisive expense management decisions taken as part of the 2022 – 2023 Geolocation Restructuring Program continue to positively impact both MA and MIS’s margins.




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 EARNINGS PER SHARE (EPS)
Diluted EPS and Adjusted Diluted EPS1
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Second Quarter 2023
Year-to-Date 2023
•Diluted and adjusted diluted EPS1 increased from the prior-year period on higher operating income, primarily reflecting MIS’s revenue growth.
•The Effective Tax Rate (ETR) was 23.4%, down from 26.2% reported in the prior-year period. The decrease was principally due to excess tax benefits realized from stock-based compensation, along with a non-deductible loss in 2022 associated with the Company no longer conducting commercial operations in Russia.
•The ETR was 12.0%, significantly lower than the 21.6% reported in the prior-year period, primarily due to the favorable resolutions of uncertain tax positions within U.S. domestic and foreign tax jurisdictions that are not expected to occur to a similar magnitude in future quarters.



8

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CAPITAL ALLOCATION AND LIQUIDITY
Capital Returned to Shareholders & Free Cash Flow1

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•Cash flow from operations for the first half of 2023 was $1,212 million and free cash flow1 was $1,085 million.
•The increase in free cash flow1 year-to-date was due to an improvement in working capital.
•On July 24, 2023, the Board of Directors declared a regular quarterly dividend of $0.77 per share of MCO Common Stock. The dividend will be payable on September 8, 2023, to stockholders of record at the close of business on August 18, 2023.
•During the second quarter of 2023, Moody’s repurchased 0.2 million shares at an average cost of $314.25 per share and issued net 0.2 million shares as part of its employee stock-based compensation programs. The net amount included shares withheld for employee payroll taxes.
•As of June 30, 2023, Moody’s had 183.5 million shares outstanding, flat to June 30, 2022, with approximately $740 million of share repurchase authority remaining.
•As of June 30, 2023, Moody's had $7.2 billion of outstanding debt and an undrawn $1.25 billion revolving credit facility.

9

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ASSUMPTIONS AND OUTLOOK
Moody’s updated outlook for full year 2023, as of July 25, 2023, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. These assumptions include, but are not limited to, the effects of current economic conditions, including the effects of interest rates, inflation, foreign currency exchange rates, capital markets’ liquidity, and activity in different sectors of the debt markets. This outlook also reflects assumptions about global GDP growth, and the impacts resulting from changes in international conditions, including as a result of the Russia-Ukraine military conflict. Actual full year 2023 results could differ materially from Moody’s current outlook.
This outlook incorporates various specific macroeconomic assumptions, including:
Forecasted Item Current assumption Last publicly disclosed assumption
U.S. GDP(1) growth
0.5% - 1.5% NC
Euro area GDP(1) growth
0.0% - 1.0% NC
Global benchmark rates Remain elevated, with U.S. Fed funds rate above 5%, followed by the potential for rate reductions in early 2024 NC
U.S. high yield spreads Average approximately 500 bps, with periodic volatility NC
U.S. inflation rate To decline below 3% by year-end Averages approximately 5%
Euro area inflation rate Large economies decline to between 3% and 5% by year-end, with considerable variation among countries Large economies average approximately 6%, with considerable variation
among countries
U.S. unemployment rate Rise toward 4% by year-end Rise toward 5% by year-end
Global high yield default rate Rise to 4.5% - 5.0% by year-end Rise to approximately 5% by year-end
Global MIS rated issuance Increase in the mid-single-digit percent range Increase in the low-single-digit percent range
GBP/USD exchange rate $1.27 for the remainder of the year $1.24 for the remainder of the year
EUR/USD exchange rate $1.09 for the remainder of the year NC
NC - There is no difference between the Company’s current assumption and the last publicly disclosed assumption for this item.
Note: All current assumptions are as of July 25, 2023. All last publicly disclosed assumptions are as of April 25, 2023.
(1) GDP growth represents real GDP.
A full summary of Moody's full year 2023 guidance as of July 25, 2023, is included in Table 10 – “2023 Outlook” at the end of this press release.
TELECONFERENCE DETAILS
Date and Time
July 25, 2023, at 12:30 p.m. Eastern Time (ET).
Webcast
The webcast and its replay can be accessed through Moody’s Investor Relations website, ir.moodys.com, within “Events & Presentations.”
Dial In
U.S. and Canada
‘+1-888-330-2508
Other callers
‘+1-240-789-2735
Passcode 9302427
Dial In Replay
A replay will be available immediately after the call on July 25, 2023, and until August 25, 2023.
U.S. and Canada
‘+1-800-770-2030
Other callers
‘+1-647-362-9199
Passcode 9302427
10

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ABOUT MOODY’S CORPORATION
Moody’s (NYSE: MCO) is a global risk assessment firm that empowers organizations to make better decisions. Its data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others. We believe that greater transparency, more informed decisions, and fair access to information open the door to shared progress. With approximately 14,500 employees in more than 40 countries, Moody’s combines international presence with local expertise and over a century of experience in financial markets. Learn more at moodys.com/about.
“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this document are forward-looking statements and are based on future expectations, plans and prospects for Moody’s business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information in this document are made as of the date hereof, and Moody’s undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Moody’s is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. These factors, risks and uncertainties include, but are not limited to: the impact of current economic conditions, including capital market disruptions, inflation and related monetary policy actions by governments in response to inflation, on worldwide credit markets and on economic activity, including on the volume of mergers and acquisitions, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets; the global impact of the Russia - Ukraine military conflict on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide, on global relations and on the Company's own operations and personnel; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting credit markets, international trade and economic policy, including those related to tariffs, tax agreements and trade barriers; the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such action; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction or development of competing products or technologies; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; uncertainty regarding the future relationship between the U.S. and China; the possible loss of key employees and the impact of the global labor environment; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the timing and effectiveness of our restructuring programs, such as the 2022 - 2023 Geolocation Restructuring Program; currency and foreign exchange volatility; the outcome of any review by controlling tax authorities of Moody’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions, such as our acquisition of RMS, or other business combinations and the ability of Moody’s to successfully integrate acquired businesses; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2022, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
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Table 1 - Consolidated Statements of Operations (Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
Amounts in millions, except per share amounts 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 Corporation $ 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 
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Table 2 - Condensed Consolidated Balance Sheet Data (Unaudited)
Amounts in millions 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 
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 
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Table 3 - Non-Operating (Expense) Income, Net (Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
Amounts in millions 2023 2022 2023 2022
Interest:
Expense on borrowings $ (75) $ (50) $ (145) $ (98)
UTPs and other tax related liabilities(1)
(4) (3) 14  (6)
Net periodic pension costs - interest component (7) (4) (13) (8)
Income 15  25 
Total interest expense, net $ (71) $ (55) $ (119) $ (108)
Other non-operating (expense) income, net:
FX loss(2)
$ (5) $ (22) $ (31) $ (22)
Net periodic pension costs - other components 18  12 
Income from investments in non-consolidated affiliates
Gains / losses on investments (9) 11  (14)
Other(3)
13  12  16 
Other non-operating income (expense), net $ 13  $ (10) $ 13  $ (4)
Total non-operating (expense) income, net $ (58) $ (65) $ (106) $ (112)
(1) The amount for the six months ended June 30, 2023 includes a $22 million reduction of tax-related interest expense primarily related to the resolutions of outstanding tax matters.
(2) The amounts for the three and six months ended June 30, 2022 include FX translation losses of $20 million reclassified to earnings resulting from the Company no longer conducting commercial operations in Russia.
(3) The amount for the six months ended June 30, 2023 reflects a benefit of $9 million related to the favorable resolutions of various tax matters. The amounts for the three and six months ended June 30, 2022 reflect an $11 million benefit from a statute of limitations lapse relating to reserves established pursuant to the divestiture of MAKS.
















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Table 4 - Financial Information by Segment (Unaudited)
The table below shows revenue and Adjusted Operating Income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment.
Three Months Ended June 30,
2023

2022
Amounts in millions MA MIS Eliminations Consolidated MA MIS Eliminations Consolidated
Total external revenue $ 747 

$ 747 

$ — 

$ 1,494 

$ 675  $ 706 

$ — 

$ 1,381 
Intersegment revenue 46  (50) —  43  (44) — 
Total revenue 751  793  (50) 1,494  676  749  (44) 1,381 
Operating, SG&A 541  350  (50) 841  471  334  (44)

761 
Adjusted Operating Income $ 210  $ 443  $ —  $ 653  $ 205  $ 415  $ —  $ 620 
Adjusted Operating Margin 28.0  % 55.9  % 43.7  % 30.3  % 55.4  % 44.9  %
Depreciation and amortization 74 

19 

— 

93 

60  21 

— 

81 
Restructuring —  10  16  15  —  31 
Operating income $ 550  $ 508 
Operating margin 36.8  % 36.8  %
Six Months Ended June 30,
2023 2022
Amounts in millions MA MIS Eliminations Consolidated MA MIS Eliminations Consolidated
Total external revenue $ 1,484  $ 1,480  $ — 

$ 2,964 

$ 1,370  $ 1,533  $ — 

$ 2,903 
Intersegment revenue 91  (98) —  86  (89) — 
Total revenue 1,491  1,571  (98) 2,964  1,373  1,619  (89) 2,903 
Operating, SG&A 1,067  686  (98) 1,655  944  694  (89)

1,549 
Adjusted Operating Income $ 424  $ 885  $ —  $ 1,309  $ 429  $ 925  $ —  $ 1,354 
Adjusted Operating Margin 28.4  % 56.3  % 44.2  % 31.2  % 57.1  % 46.6  %
Depreciation and amortization 144  37 

— 

181 

120  39 

—  159 
Restructuring 16  —  24  16  15  —  31 
Operating income $ 1,104  $ 1,164 
Operating margin 37.2  % 40.1  %

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Table 5 - Transaction and Recurring Revenue (Unaudited)
The following tables summarize the split between transaction and recurring revenue. In the MA segment, recurring revenue represents subscription-based revenue and software maintenance revenue. Transaction revenue in MA represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services. In the MIS segment, excluding MIS Other, transaction revenue represents the initial rating of a new debt issuance, as well as other one-time fees, while recurring revenue represents the 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. In MIS Other, transaction revenue represents revenue from professional services, while recurring revenue represents subscription-based revenue.
Three Months Ended June 30,
2023 2022
Amounts in millions Transaction Recurring Total Transaction Recurring Total
Decision Solutions $ 43  $ 291  $ 334  $ 38  $ 256  $ 294 
13  % 87  % 100  % 13  % 87  % 100  %
Research & Insights $ $ 214  $ 217  $ $ 199  $ 203 
% 99  % 100  % % 98  % 100  %
Data & Information $ $ 195  $ 196  $ —  $ 178  $ 178 
% 99  % 100  % —  % 100  % 100  %
Total MA $ 47  $ 700  $ 747  $ 42  $ 633  $ 675 
% 94  % 100  % % 94  % 100  %
Corporate Finance $ 236 

$ 129  $ 365  $ 199  $ 123  $ 322 
65  % 35  % 100  % 62  % 38  % 100  %
Structured Finance $ 48  $ 54  $ 102  $ 73  $ 50  $ 123 
47  % 53  % 100  % 59  % 41  % 100  %
Financial Institutions $ 73  $ 72  $ 145  $ 57  $ 71  $ 128 
50  % 50  % 100  % 45  % 55  % 100  %
Public, Project and Infrastructure Finance $ 84  $ 43  $ 127  $ 82  $ 40  $ 122 
66  % 34  % 100  % 67  % 33  % 100  %
MIS Other $ $ $ $ $ 10  $ 11 
25  % 75  % 100  % % 91  % 100  %
Total MIS $ 443  $ 304  $ 747  $ 412  $ 294  $ 706 
59  % 41  % 100  % 58  % 42  % 100  %
Total Moody's Corporation $ 490  $ 1,004  $ 1,494  $ 454  $ 927  $ 1,381 
33  % 67  % 100  % 33  % 67  % 100  %

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Table 5 - Transaction and Recurring Revenue (Unaudited) Continued
Six Months Ended June 30,
2023 2022
Amounts in millions Transaction Relationship Total Transaction Relationship Total
Decision Solutions $ 83  $ 585  $ 668  $ 78  $ 530  $ 608 
12  % 88  % 100  % 13  % 87  % 100  %
Research & Insights $ $ 424  $ 432  $ $ 398  $ 406 
% 98  % 100  % % 98  % 100  %
Data & Information $ $ 383  $ 384  $ —  $ 356  $ 356 
—  % 100  % 100  % —  % 100  % 100  %
Total MA $ 92 

$ 1,392  $ 1,484  $ 86  $ 1,284  $ 1,370 
% 94  % 100  % % 94  % 100  %
Corporate Finance $ 466  $ 255  $ 721  $ 492  $ 247  $ 739 
65  %

35  %

100  %

67  % 33  % 100  %
Structured Finance $ 94 

$ 107  $ 201  $ 166  $ 101  $ 267 
47  % 53  % 100  % 62  % 38  % 100  %
Financial Institutions $ 143 

$ 144  $ 287  $ 118  $ 141  $ 259 
50  % 50  % 100  % 46  % 54  % 100  %
Public, Project and Infrastructure Finance $ 169 

$ 87  $ 256  $ 161  $ 84  $ 245 
66  % 34  % 100  % 66  % 34  % 100  %
MIS Other $

$ 12  $ 15  $ $ 21  $ 23 
20  % 80  % 100  % % 91  % 100  %
Total MIS $ 875 

$ 605  $ 1,480  $ 939  $ 594  $ 1,533 
59  % 41  % 100  % 61  % 39  % 100  %
Total Moody's Corporation $ 967  $ 1,997  $ 2,964  $ 1,025  $ 1,878  $ 2,903 
33  % 67  % 100  % 35  % 65  % 100  %
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Table 6 - Adjusted Operating Income and Adjusted Operating Margin (Unaudited)
The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; and ii) restructuring charges/adjustments. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments are excluded as the frequency and magnitude of these charges may vary widely across periods and companies.
Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.
Three Months Ended June 30,
Six Months Ended June 30,
Amounts in millions 2023 2022 2023 2022
Operating income $ 550  $ 508  $ 1,104  $ 1,164 
Depreciation and amortization 93  81  181  159 
Restructuring 10  31  24  31 
Adjusted Operating Income $ 653  $ 620  $ 1,309  $ 1,354 
Operating margin 36.8  % 36.8  % 37.2  % 40.1  %
Adjusted Operating Margin 43.7  % 44.9  % 44.2  % 46.6  %

Table 7 - Free Cash Flow (Unaudited)
The Company defines Free Cash Flow as net cash provided by operating activities minus payments for capital additions. Management believes that Free Cash Flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow. Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow:
Six Months Ended June 30,
Amounts in millions 2023 2022
Net cash provided by operating activities $ 1,212  $ 761 
Capital additions (127) (133)
Free Cash Flow $ 1,085  $ 628 
Net cash used in investing activities $ (103) $ (172)
Net cash used in financing activities $ (624) $ (712)
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Table 8 - Key Performance Metrics - Annualized Recurring Revenue (Unaudited)
The Company presents Annualized Recurring Revenue (“ARR”) on a constant currency organic basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.
The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including training, one-time services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, ARR excludes contracts related to acquisitions to provide additional perspective in assessing growth excluding the impacts from certain acquisition activity.
The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with U.S. GAAP.
Amounts in millions June 30, 2023 June 30, 2022 Change Growth
MA ARR
Decision Solutions
Banking $ 390  $ 355  $ 35  10%
Insurance 497  467  30  6%
KYC 292  248  44  18%
Total DS $ 1,179  $ 1,070  $ 109  10%
Research and Insights 843  774  69  9%
Data and Information 759  695  64  9%
Total MA ARR $ 2,781  $ 2,539  $ 242  10%
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Table 9 - Adjusted Net Income and Adjusted Diluted EPS Attributable to Moody's Common Shareholders (Unaudited)
The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; and iii) FX translation losses reclassified to earnings resulting from the Company no longer conducting commercial operations in Russia.
The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges/adjustments and FX translation losses resulting from the Company no longer conducting commercial operations in Russia are excluded as the frequency and magnitude of these items may vary widely across periods and companies.
The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.
Below is a reconciliation of these measures to their most directly comparable U.S. GAAP measures:
Three Months Ended June 30,
Six Months Ended June 30,
Amounts in millions 2023 2022 2023 2022
Net income attributable to Moody's common shareholders $ 377  $ 327  $ 878  $ 825 
Pre-tax Acquisition-Related Intangible Amortization Expenses $ 50  $ 51  $ 101  $ 102 
Tax on Acquisition-Related Intangible Amortization Expenses (12) (12) (24) (24)
Net Acquisition-Related Intangible Amortization Expenses 38  39  77  78 
Pre-tax restructuring $ 10  $ 31  $ 24  $ 31 
Tax on restructuring (2) (7) (6) (7)
Net restructuring 24  18  24 
FX losses resulting from the Company no longer conducting commercial operations in Russia
—  20  —  20 
Adjusted Net Income $ 423  $ 410  $ 973  $ 947 
Three Months Ended June 30,
Six Months Ended June 30,
Amounts in millions 2023 2022 2023 2022
Diluted earnings per share attributable to Moody's common shareholders $ 2.05  $ 1.77  $ 4.77  $ 4.45 
Pre-tax Acquisition-Related Intangible Amortization Expenses $ 0.27  $ 0.28  $ 0.55  $ 0.55 
Tax on Acquisition-Related Intangible Amortization Expenses (0.06) (0.07) (0.13) (0.13)
Net Acquisition-Related Intangible Amortization Expenses 0.21  0.21  0.42  0.42 
Pre-tax restructuring $ 0.05  $ 0.17  $ 0.13  $ 0.17 
Tax on restructuring (0.01) (0.04) (0.03) (0.04)
Net restructuring 0.04  0.13  0.10  0.13 
FX losses resulting from the Company no longer conducting commercial operations in Russia
—  0.11  —  0.11 
Adjusted Diluted EPS $ 2.30  $ 2.22  $ 5.29  $ 5.11 
Note: The tax impacts in the tables above were calculated using tax rates in effect in the jurisdiction for which the item relates.
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Table 10 - 2023 Outlook
Moody’s updated outlook for full year 2023, as of July 25, 2023, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. For a complete list of these assumptions, please refer to “Assumptions and Outlook” on page 10 of this earnings release.
Full Year 2023 Moody's Corporation Guidance as of July 25, 2023
MOODY'S CORPORATION Current guidance Last publicly disclosed guidance
Revenue Increase in the high-single-digit
percent range
Increase in the mid-to-high-single-digit
percent range
Operating expenses Increase in the mid-single-digit
percent range
NC
Operating margin Approximately 37% NC
Adjusted Operating Margin (1)
44% to 45% NC
Interest expense, net $260 to $280 million $275 to $295 million
Effective tax rate 16% to 18% 15% to 17%
Diluted EPS $8.70 to $9.20 $8.45 to $8.95
Adjusted Diluted EPS (1)
$9.75 to $10.25 $9.50 to $10.00
Operating cash flow $1.9 to $2.1 billion $1.7 to $1.9 billion
Free Cash Flow (1)
$1.6 to $1.8 billion $1.4 to $1.6 billion
Share repurchases Approximately $500 million
(subject to available cash, market conditions, M&A opportunities, and other ongoing
capital allocation decisions)
Approximately $250 million
(subject to available cash, market conditions, M&A opportunities, and other ongoing
capital allocation decisions)
Moody's Analytics (MA) Current guidance Last publicly disclosed guidance
MA global revenue Increase of approximately 10% NC
ARR (2)
Increase in the low-double-digit percent range NC
MA Adjusted Operating Margin 30% to 31% Approximately 31%
Moody's Investors Service (MIS) Current guidance Last publicly disclosed guidance
MIS global revenue Increase in the high-single-digit percent range Increase in the low-to-mid-single-digit percent range
MIS Adjusted Operating Margin 55% to 56% Mid-50s percent range
NC - There is no difference between the Company’s current guidance and the last publicly disclosed guidance for this item.
Note: All current guidance as of July 25, 2023. All last publicly disclosed guidance is as of April 25, 2023.
(1) These metrics are adjusted measures. See below for reconciliation of these measures to their comparable U.S. GAAP measure.
(2) Refer to Table 8 within this earnings release for the definition of and further information on the ARR metric.
The following are reconciliations of the Company's adjusted forward looking measures to their comparable U.S. GAAP measure:
Projected for the Year Ended
December 31, 2023
Operating margin guidance
Approximately 37%
Depreciation and amortization Approximately 6.5%
Restructuring expense Approximately 1.0%
Adjusted Operating Margin guidance
44% to 45%
Projected for the Year Ended
December 31, 2023
Operating cash flow guidance
$1.9 to $2.1 billion
Less: Capital expenditures Approximately $0.3 billion
Free Cash Flow guidance
$1.6 to $1.8 billion
Projected for the Year Ended
December 31, 2023
Diluted EPS guidance
$8.70 to $9.20
Acquisition-Related Intangible Amortization Approximately $0.85
Restructuring Approximately $0.20
Adjusted Diluted EPS guidance
$9.75 to $10.25
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