MCO 10-K Annual Report Dec. 31, 2023 | Alphaminr
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MCO 10-K Fiscal year ended Dec. 31, 2023

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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 1C. Cybersecurity and Risk ManagementItem 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 AcquisitionNote 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 LeasesNote 21 ContingenciesNote 22 Segment InformationNote 23 Valuation and Qualifying AccountsNote 24 Other Non-operating Income, NetItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 April 22, 2020 (incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 27, 2020) .2 Amended and Restated By-laws of Moodys Corporation, effective December 20, 2022 (incorporated by reference to Exhibit 3.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 21, 2022) .1 Description of the Registrants securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021) .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 Form 8-K of the Registrant, file number 1-14037, filed August 19, 2010) .3.2 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 Form 8-K of the Registrant, file number 1-14037, filed August 12, 2013) .3.3 Fourth Supplemental Indenture, dated July 16, 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 Form 8-K of the Registrant, file number 1-14037, filed July 16, 2014) .3.4.1 Fifth Supplemental Indenture, 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, including the form of1.75% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 10, 2015) .3.4.2 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) .3.5 Seventh Supplemental Indenture, dated as of June 12, 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 Form 8-K of the Registrant, file number 1-14037, filed June 12, 2017) .3.6 Ninth Supplemental Indenture, dated as of December 17, 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 Form 8-K of the Registrant, file number 1-14037, filed December 21, 2018) .3.7.1 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 Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019) .3.7.2 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 Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019) .3.8 Eleventh Supplement Indenture, dated as of March 24, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 3.750% Senior Note due 2025 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 25, 2020) .3.9 Twelfth Supplemental Indenture, dated as of May 20, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 3.250% Senior Note due 2050 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed May 20, 2020) .3.10 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 number 1-14037, filed August 18, 2020) .3.11 Fourteenth Supplemental Indenture, dated as of August 19, 2021, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 2.000% Senior Note due 2031 and the form of 2.750% Senior Notes due 2041 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 19, 2021) .3.12 Fifteenth Supplemental Indenture, dated as of November 29, 2021, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee, including the form of 3.100% Senior Note due 2061 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 29, 2021 .3.13 Sixteenth Supplemental Indenture, dated as of February 25, 2022, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, including the form of 3.750% Senior Note due 2052 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed February 28, 2022) .3.14 Seventeenth Supplemental Indenture, dated as of August 8, 2022, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, including the form of 4.250% Senior Note due 2032 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 8, 2022) .1.1 1998 Moodys Corporation Non-Employee Directors Stock Incentive Plan (Adopted September 8, 2000; Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December 18, 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 of Non-Employee Director Restricted Stock Unit Grant Agreement (for awards after 2017) for the 1998 Moodys Corporation Non-Employee Directors Stock Incentive Plan (Adopted September 8, 2000; Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December 18, 2017) (incorporated by reference to Exhibit 10.2.3 to the Registrants 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 Form 10-K, file number 1-14037, filed March 2, 2009) .3.1 Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 21, 2023) .3.2.1 Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted prior to 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.3.2 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .3.2.2 Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.2.3 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 15, 2023) .3.2.3* Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2024 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan .3.3.1 Form of Performance Share Award Letter (for awards granted prior to 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4.3 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .3.3.2 Form of Performance Share Award Letter (for awards granted in 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.3.2 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 15, 2023) .3.3.3* Form of Performance Share Award Letter (for awards granted in 2024 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan .3.4.1 Form of Restricted Stock Unit Grant Agreement (for awards granted prior to 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.5.2 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) .3.4.2 Form of Restricted Stock Unit Grant Agreement (for awards granted in 2023) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4.3to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 15, 2023) .3.4.3* Form of Restricted Stock Unit Grant Agreement (for awards granted in 2024 or later) for the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan .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 Form 10-K, file number 1-14037, filed February 26, 2015) .5 Moodys Corporation Deferred Compensation Plan (amended and restated effective as of January 1, 2020) (incorporated by reference to Exhibit 10.5tothe Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021) .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 Form 10-K, file number 1-14037, filed February 29, 2008) .7 Pension Benefit Equalization Plan of Moodys Corporation, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.39 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 29, 2008) .8.1 Moodys Corporation Cafeteria Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.46 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed March 2, 2009) .8.2 First Amendment to the Moodys Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on form 10-Q, file number 1-14037, filed July 31, 2014) .8.3 Second Amendment to the Moodys Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.33 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 26, 2015) .9 Moodys Corporation Change in Control Severance Plan (as amended December 18, 2017) (incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) .10.1 Moodys Corporation Retirement Account (amended and restated as of January 1, 2021) (incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021) .10.2 First Amendment to the Moodys Corporation Retirement Account (effective January 1, 2021) (incorporated by reference to Exhibit 10.10.2 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2022) .11.1 Profit Participation Plan of Moodys Corporation (amended and restated as of January 1, 2020) (incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021) .11.2 First Amendment to the Profit Participation Plan of Moodys Corporation (effective January 1, 2020) (incorporated by reference to Exhibit 10.11.2 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2022) .12 The Moodys Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors (as amended December 16, 2008, October 15, 2015 and December 19, 2016) (incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2022) .13 Amended and Restated Moodys Corporation Career Transition Plan (amended and restated as of November 8, 2021) (incorporated by reference to Exhibit 10.13.1 to the Registrants Annual Report on Form 10-K, file number 1-14037, filed February 22, 2022) .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 Form 8-K of the Registrant, file number 1-14037, filed December 22, 2017) .16 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 Form 8-K of the Registrant, file number 1-14037, filed August 3, 2016) .17 Credit Agreement, dated as of December 17, 2021, among Moodys Corporation, the borrowing subsidiaries party thereto, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 20, 2021). 21* Subsidiaries of the Registrant List of Active Subsidiaries as of December 31, 2023 .1* Consent of KPMG LLP .1* Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .2* Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .1* Certification Pursuant to 18 U.S.C. Section 1350, 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. Section 1350, 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 .1* Moodys Corporation Comprehensive Clawback Policy