Dear Shareholders

John Rutherfurd, Jr.

During 2000, Moody’s celebrated its one-hundredth anniversary. We thank all our customers – issuers, investors, and financial intermediaries – for giving us the opportunity to serve you and to build our franchise. We also thank all the people who have contributed their expertise, professionalism and dedication to Moody’s success over the last century. Our first century created a great company for our customers, our shareholders and our employees. As public capital markets continue to develop, both globally and in breadth of financial products, Moody’s will increase the number of our customers and the range of our services. Extending our brand will create additional value. We will reward our shareholders. We will provide attractive professional opportunities and compensation to our employees in an inclusive workplace. Moody’s will be an even greater company in our second century.

During 2000, Moody’s also became an independent public company, separating from The Dun & Bradstreet Corporation (“D&B”). In last year’s D&B annual report, Cliff Alexander, then Chairman and Chief Executive Officer of D&B and now Moody’s Chairman, said, “We firmly believe that the actions we are taking will unlock significant value for the shareholders of The Dun & Bradstreet Corporation.” Under Cliff’s leadership, the separation of Moody’s and D&B did create very significant value for our shareholders.

Now we look forward to creating greater value. As a separate company, Moody’s can better deploy its resources, including its significant cash flow, to expand its business and generate value. With the separation, we took three additional actions to increase shareholder value:

1. Granted stock options to all Moody’s employees.
Offering additional equity incentives directly tied to our financial performance should greatly improve our ability to hire, retain, and motivate key employees in the competitive financial services labor market.

2. Instituted a share repurchase program of up to $250 million.
We plan to complete this program by the end of 2001.

3. Established independent access to the capital markets.
We raised capital through a $300 million private placement to finance the debt allocated to Moody’s at the spin-off and provide a portion of the funding for our share repurchase program. Our access to the capital markets provides the ability to raise capital for activities that will further increase shareholder value, such as acquisitions, joint ventures, and further share repurchases.

2000 Results

During 2000, Moody’s also made good progress in pursuing its growth strategies, despite difficult conditions in the United States. This progress is demonstrated in our financial results. Moody’s full-year revenue was $602.3 million in 2000, an increase of about 7% from $564.2 million in 1999. We maintained our 48% operating margins, and full-year operating income of $288.5 million in 2000 was up almost 7% from $270.4 million in 1999. Earnings per share comparisons were affected both by Moody’s financing costs in the fourth quarter of 2000 and by a gain in 1999 related to the disposition of Moody’s Print Manuals business. Our pro-forma earnings per share of 91 cents increased 8% for the year. In 2000, Moody’s again demonstrated very strong cash generation. Moody’s had $304 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). After investments in operating working capital, capital expenditures, capitalized software, and acquisitions, pre-tax operating cash flow reached $270 million, 94% of operating income.

During 2000, Moody’s produced record revenues, stable operating margins and strong cash flow. Our 2000 results also demonstrate our ability to capitalize on three long-term global economic and capital markets trends, which will also drive our future results.

1. Worldwide economic growth
Economic growth provides opportunities for profitable investment because investment financed by debt drives Moody’s revenues.

2. The growth of global public capital markets
Public capital markets can supply credit-sensitive capital less expensively than banks. Debt sold in public capital markets usually require ratings, which drives Moody’s revenues.

3. The growth of global structured finance
Structured finance enables companies to sell assets which they generate in their business into the public capital markets. These sales can accelerate cash flow and increase return on assets and return on equity. In the case of regulated financial institutions, structured finance also enables them to reduce their required regulatory capital, allowing pursuit of additional earnings opportunities. Structured finance securities usually require ratings, which drives Moody’s revenues.

Moody’s global expansion produced impressive results in 2000. International revenue was $173.4 million in 2000 compared to $140.8 million in 1999, an increase of 23%. Moody’s revenue grew almost 30% in Europe in 2000, with double-digit growth in all business lines. In Japan, our revenue grew over 20% despite the economic environment, based on strong growth in structured finance and increased corporate rating relationships.

Moody’s also experienced strong growth in global structured finance during 2000. Structured finance ratings revenue of $199.2 million in 2000 grew more than 15% over 1999 revenue of $172.4 million. Structured finance now represents about one-third of Moody’s total business.

Moody’s also had success in our two non-ratings businesses. Credit research revenues grew over 15% based on subscriber growth, mainly outside the United States, and strong demand for research products delivered via the Internet. Moody’s Risk Management Services (MRMS) business had a particularly strong year in 2000. Moody’s existing business was successfully integrated with a financial software products company acquired in January 2000. Revenue increased more than 100% or $12.4 million in 2000.

Of course, in 2000 Moody’s was also exposed to difficult interest rate conditions in the United States. The U.S. fixed income markets faced their toughest year since 1994, which was the last time the Federal Reserve tightened monetary policy for an extended period. As a result, United States ratings revenue declined 1% in 2000 compared to the prior year. Nevertheless, by capitalizing on longer-term opportunities, Moody’s was able to achieve almost 7% revenue growth despite the difficult U.S. interest rate environment. That represents excellent performance and demonstrates the great underlying strength of the Moody’s franchise.

Strategies for Growth

We intend to continue our record of strong performance by pursuing our key strategies for growth: to continue our global expansion, to introduce new products, and to extend the very strong Moody’s brand.

Global Expansion
Between 1994 and 2000, the compound annual growth rate of securities sold across international borders was over 23%. We have aggressively pursued the opportunity to rate and to provide credit research on these securities. To date, our international growth strategy has paid off; international revenues have grown from $63 million in 1996 to $173 million in 2000.

Our main focus for growth will be Europe, which will be the most important competitive arena in the ratings business. We expect that a significant portion of European financing needs currently met by banks will move to the public capital markets and be rated. Each year since 1997, Moody’s has assigned first-time ratings to about 100 European corporations. Moody’s estimates that there are still 1,500 unrated European institutions with revenues of over 1 billion euros; they are good prospects to issue public debt and create a strong pipeline for continued growth in Moody’s European ratings.

New Products
Moody’s will also continue to grow from successful introduction of new products. Over the last few years, we have had great success with our ratings of collateralized debt obligations, or CDOs, and ratings of syndicated bank loans. In addition, we are now providing rank order ratings of borrowers’ financial strength within a particular country, expanding our research business, and introducing risk-consulting products. Our Rating Assessment Service enables an issuer contemplating an important transaction to obtain an advance definitive rating judgment, reducing uncertainty about market acceptance. Our CDO collateral monitoring service provides holders of CDO portfolios with important information about the underlying assets contained in those portfolios. Moody’s has client relationships with 4,500 of the world’s largest corporations; we will continue to emphasize development of new rating, research and consulting products to extend these relationships.

Extending the Moody’s Brand
We continue to identify opportunities to expand our well-known and accepted brand. Our main effort to date has been through MRMS, which provides software, credit education and credit risk assessments used by banks and other financial institutions in their commercial lending and portfolio management. We expect to grow MRMS revenues from $23 million in 2000 to $50 million by 2003. We seek further brand extension by providing services to improve investors’ performance and risk-adjusted performance, focusing both on credit risk and market risk, and on single securities and portfolios.

Our Goals

Moody’s goal is to provide the most accurate, comprehensive, and useful assessments of risk to all participants in credit-sensitive markets: issuers, intermediaries and investors. We intend to be the best rating agency, as perceived by our customers, in all major capital markets. We also intend to develop our positions in important developing economies. We will extend the Moody’s brand.

Our goal is also to provide an attractive value proposition to our shareholders. On a long-term basis, our financial performance targets for our core rating business are low-teens growth in revenue and operating income, stable margins at the 48% level that we have historically exhibited, and mid-teens earnings per share growth. Our brand extension activities will, over a medium term of three to five years, provide additional earnings. We will return excess cash flow to our shareholders by way of dividends and share repurchases.

Finally, Moody’s seeks to be a superior place to work. Hiring, retaining and rewarding our outstanding professionals worldwide is critical to our success. We aspire to provide challenging and satisfying professional activities, a reasonable balance between work and other commitments, compensation that rewards performance and is aligned with shareholder interests, and an inclusive work environment.

Moody’s has had a great hundred years since our founding. We will create an even greater company in our second century.


John Rutherfurd, Jr.
President and Chief Executive Officer
March 15, 2001