MCO 10-K Annual Report Dec. 31, 2020 | Alphaminr
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MCO 10-K Fiscal year ended Dec. 31, 2020

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MOODYS CORP /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsNote 1 Description Of Business and Basis Of PresentationNote 2 Summary Of Significant Accounting PoliciesNote 3 RevenuesNote 4 Reconciliation Of Weighted Average Shares OutstandingNote 5 Accelerated Share Repurchase ProgramNote 6 Cash Equivalents and InvestmentsNote 7 Derivative Instruments and Hedging ActivitiesNote 8 Property and Equipment, NetNote 9 Acquisitions and DivestitureNote 10 Goodwill and Other Acquired Intangible AssetsNote 11 RestructuringNote 12 Fair ValueNote 13. Other Balance Sheet InformationNote 14 Comprehensive Income and Accumulated Other Comprehensive IncomeNote 15 Pension and Other Retirement BenefitsNote 16 Stock-based Compensation PlansNote 17 Income TaxesNote 18 IndebtednessNote 19 Capital StockNote 20 Lease CommitmentsNote 21 ContingenciesNote 22 Segment InformationNote 23 Valuation and Qualifying AccountsNote 24 Other Non-operating (expense) Income, NetNote 25 Related Party TransactionsNote 26 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

.1 Restated Certificate of Incorporation of the Registrant, effective April22, 2020(incorporated by reference to Exhibit 3.3to the Report on Form8-Kof the Registrant, file number1-14037,filed April27, 2020) .2 Amended and RestatedBy-lawsof Moodys Corporation, effectiveDecember 14, 2020(incorporated by reference to Exhibit 3.1to the Report on Form8-Kof the Registrant, file number1-14037,filedDecember 18, 2020) .1* Description of the Registrants securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 .3.1 Indenture, dated as of August 19, 2010, between Moodys Corporation and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed August19, 2010) .3.2 Second Supplemental Indenture, dated as of August 20, 2012, between Moodys Corporation and Wells Fargo, National Association, as trustee, including the form of the 4.50% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed August20, 2012) .3.3 Third Supplemental Indenture, dated as of August 12, 2013, between Moodys Corporation and Wells Fargo, National Association, as trustee, including the form of the 4.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed August12, 2013) .3.4 Fourth Supplemental Indenture, dated July16, 2014, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 5.250% Senior Notes due 2044 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed July16, 2014) .3.5.1 Fifth Supplemental Indenture, dated March9, 2015, between the Company, Wells Fargo Bank, National Association, as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer agent and Elavon Financial Services Limited as registrar, including the form or 1.75% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed March10, 2015) .3.5.2 Agency Agreement, dated March 9, 2015, between the Company, Wells Fargo Bank, National Association, as trustee and Elavon Financial Services Limited, UK Branch as paying agent and transfer agent and Elavon Financial Services Limited as registrar ((incorporated by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 10, 2015) .3.6 Sixth Supplemental Indenture, dated as of March 2, 2017, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 2.750% Senior Notes due 2021(incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed March3, 2017) .3.7 Seventh Supplemental Indenture, dated as of June12, 2017, between Moodys Corporation and Wells Fargo, National Association, as trustee, including the form of 2.625% Senior Notes due 2023 and the form of 3.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Report on Form8-Kof the Registrant, file number1-14037,filed June12, 2017) .3.8 Eighth Supplement Indenture, dated as of June7, 2018, between the Company and Wells Fargo, National Association, as trustee, including the form of 3.250% Senior Note due 2021 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed June7, 2018) .3.9 Ninth Supplemental Indenture, dated as of December17, 2018, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 4.250% Senior Note due 2029 and the form of 4.875% Senior Note due 2048 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed December21, 2018) .3.10.1 Tenth Supplemental Indenture, dated as of November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent, including the form of 0.950% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed November 25, 2019) .3.10.2 Agency Agreement, dated November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent. (incorporated by reference to Exhibit 4.3 to the Report on Form8-Kof the Registrant, file number1-14037,filed November 25, 2019) .3.11 Eleventh Supplement Indenture, dated as of March 24, 2020, between the Company and Wells Fargo Bank, National Association, astrustee, including theform of 3.750% Senior Note due 2025(incorporated by referenceto Exhibit4.1 to the Report on Form 8-K of the Registrant,file number1-14037,filedMarch25, 2020) .3.12 Twelfth Supplemental Indenture, dated as of May 20, 2020, between the Company and Wells Fargo Bank, National Association, astrustee, including the form of3.250% Senior Note due 2050(incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant,file number1-14037,filed May 20, 2020) .3.13 Thirteenth Supplemental Indenture, dated as of August 18, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 2.550% Senior Note due 2060(incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant,file number1-14037,filed August 18, 2020) .1.1 1998 Moodys CorporationNon-EmployeeDirectors Stock Incentive Plan (Adopted September8, 2000; Amended and Restated as of December11, 2012, October20, 2015, December14, 2015 and December18, 2017) (incorporated by reference to Exhibit 10.2.1 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .1.2 Form ofNon-EmployeeDirector Restricted Stock Unit Grant Agreement (for awards after 2017) for the 1998 Moodys CorporationNon-EmployeeDirectors Stock Incentive Plan (Adopted September8, 2000; Amended and Restated as of December11, 2012, October20, 2015, December14, 2015 and December18, 2017)(incorporated byreference to Exhibit 10.2.3 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .2 Moodys Corporation 1999 Employee Stock Purchase Plan (as amended and restated December 15, 2008) (formerly, The Dun & Bradstreet Corporation 1999 Employee Stock Purchase Plan) (incorporated by reference to Exhibit 10.38 to the Registrants Annual Report on Form10-K,file number1-14037,filed March2, 2009) .3.1.1 Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (as amended, December18, 2017) (incorporated by reference to Exhibit 10.4.1 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .3.1.2 First Amendment to the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (as amended, December 18, 2017) (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, file number file number1-14037,filed May 2, 2019) .3.1.3 Second Amendment to the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (as amended, December 18, 2017 and April 15, 2019)(incorporated by reference to Exhibit10.3.1.3 to the Registrant's Annual Report on Form 10-K, file number1-14037, filed February24, 2020) .3.2.1 Form of EmployeeNon-QualifiedStock Option Grant Agreement (for awards granted between 2017 and 2019) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrants Annual Report on Form10-K,file number1-14037,filed February24, 2017) .3.2.2 Form of EmployeeNon-QualifiedStock Option Grant Agreement (for awards granted in 2020 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan(incorporated by reference to Exhibit10.3.3.2to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .3.3.1 Form of Performance Share Award Letter (for awards granted between 2018 and 2019) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.4.6 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .3.3.2 Form of Performance Share Award Letter (for awards granted in 2020 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan(incorporated by reference to Exhibit10.3.4.3 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .3.4.1 Form of Restricted Stock Unit Grant Agreement (for awards granted prior to 2020) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form10-K,file number1-14037,filed February24, 2017) .3.4.2 Form of Restricted Stock Unit Grant Agreement (for awards granted in 2020 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan(incorporated by reference to Exhibit10.3.5.2to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .4 2004 Moodys Corporation Covered Employee Cash Incentive Plan (as amended on February 10, 2015) (incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form10-K,file number1-14037,filed February26, 2015) .5* Moodys Corporation Deferred Compensation Plan(amended and restatedeffective as of January1, 2020) .6 Supplemental Executive Benefit Plan of Moodys Corporation, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.38 to the Registrants Annual Report on Form10-K,file number1-14037,filed February29, 2008) .7 Pension Benefit Equalization Plan of Moodys Corporation, amended and restated as of January1, 2008 (incorporated by reference to Exhibit 10.39 to the Registrants Annual Report on Form10-K,file number1-14037,filed February29, 2008) .8.1 Moodys Corporation Cafeteria Plan, effective January1, 2008 (incorporated by reference to Exhibit 10.46 to the Registrants Annual Report on Form10-K,file number1-14037,filed March2, 2009) .8.2 First Amendment to the Moodys Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on form10-Q,file number1-14037,filed July31, 2014) .8.3 Second Amendment to the Moodys Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.33 to the Registrants Annual Report on Form10-K,file number1-14037,filed February26, 2015) .9 Moodys Corporation Change in Control Severance Plan (as amended December18, 2017) (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .10* Moodys Corporation Retirement Account(amended and restated as of January 1, 2021) .11* Profit Participation Plan of Moodys Corporation (amended and restated as of January 1, 2020) .12 The Moodys Corporation Nonfunded Deferred Compensation Plan forNon-EmployeeDirectors (as amended and restated October20, 2015) (incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form10-K,file number1-14037,filed February25, 2016) .13.1 Amended and Restated Moodys Corporation Career Transition Plan (incorporated by reference to Exhibit 10.33 to Registrants Annual Report on Form10-K,file number1-14037,filed February24, 2017) .13.2 Form of Separation Agreement and General Release used by the Registrant with its Career Transition Plan (incorporated by reference to Exhibit 99.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed November20, 2007) .14 Supplemental Executive Disability Benefit Plan of Moodys Corporation, effective as of January 1, 2019 (incorporated by reference to Exhibit 10.22 to Registrants Annual Report on Form 10-K, file number 1-14037, filed February 25, 2019) .15 Form Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed December22, 2017) .16 Employment Offer Letter between Moodys Corporation and Mark Kaye, dated July 18, 2018 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qof the Registrant, file number1-14037,filed on October31, 2018) .17 Settlement Agreement dated January13, 2017 between (1) Moodys Corporation, Moodys Investors Service, Inc. and Moodys Analytics, Inc., and (2) the United States, acting through the United States Department of Justice and the United States Attorneys Office for the District of New Jersey, along with various States and the District of Columbia, acting through their respective Attorneys General (incorporated by reference to the Report on Form8-Kof the Registrant, file number1-14037,filed January17, 2017) .18 Form Commercial Paper Dealer Agreement between Moodys Corporation, as Issuer, and the Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed August3, 2016) .19 Five-Year Credit Agreement dated as of November 14, 2018, among Moodys Corporation, the Borrowing Subsidiaries Party Thereto, the Lenders Party Thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citibank, N.A. asCo-SyndicationAgents, and Barclays Bank plc, MUFG Bank, Ltd. and TD Bank, N.A. asCo-DocumentationAgents (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed November20, 2018) .20 Loan Agreement, dated as of June 6, 2017, among Moodys Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4.1 to the Report on Form8-Kof the Registrant, file number1-14037,filed June12, 2017) 21* Subsidiaries of the Registrant List of Active Subsidiaries as of December31, 2020 .1* Consent of KPMG LLP .1* Chief Executive Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 .2* Chief Financial Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 .1* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934) .2* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934)