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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-14037
MOODY’S CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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13-3998945
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(STATE OF INCORPORATION)
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
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7 World Trade Center at 250 Greenwich Street, New York, New York 10007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS
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TRADING SYMBOL(S)
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NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, par value $0.01 per share
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MCO
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New York Stock Exchange
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1.75% Senior Notes Due 2027
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MCO 27
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New York Stock Exchange
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0.950% Senior Notes Due 2030
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MCO 30
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New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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☑
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Accelerated Filer ☐
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Non-accelerated Filer ☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, 2020 (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately $51 billion.
As of January 31, 2021, 187.1 million shares of Common Stock of Moody’s Corporation were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 20, 2021, are incorporated by reference into Part III of this Form 10-K.
The Index to Exhibits is included as Part IV, Item 15(3) of this Form 10-K.
*Calculated by excluding all shares held by executive officers and directors of the Registrant without conceding that all such persons are “affiliates” of the Registrant for purposes of federal securities laws.
MOODY’S CORPORATION
INDEX TO FORM 10-K
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Page(s)
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Page(s)
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:
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TERM
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DEFINITION
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ABS Suite
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Business acquired by the Company in October 2019 which includes a software platform used by issuers and trustees for administration of asset-backed and mortgage-backed securities programs
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Acquire Media (AM)
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An aggregator and distributor of curated real-time news, multimedia, data, and alerts; acquired by the Company on October 21, 2020
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Acquisition-Related Amortization
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Amortization of definite-lived intangible assets acquired by the Company from all business combination transactions
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Acquisition-Related Expenses
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Consists of expenses incurred over a multi-year period to complete and integrate the acquisition of Bureau van Dijk
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Adjusted Diluted EPS
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Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
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Adjusted Net Income
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Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
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Adjusted Operating Income
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Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP Financial Measures"
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Adjusted Operating Margin
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Adjusted Operating Income divided by revenue
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Americas
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Represents countries within North and South America, excluding the U.S.
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AML
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Anti-money laundering
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AOCI
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Accumulated other comprehensive income (loss); a separate component of shareholders’ equity (deficit)
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API
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Application Programming Interface
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ASC
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The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
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Asia-Pacific
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Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand
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ASR
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Accelerated Share Repurchase
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ASU
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The FASB Accounting Standards Update to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC
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B&H
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Barrie & Hibbert Limited, an acquisition completed in December 2011; part of the MA segment, a leading provider of risk management modeling tools for insurance companies worldwide
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Board
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The board of directors of the Company
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BPS
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Basis points
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Brexit
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The withdrawal of the United Kingdom from the European Union
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Bureau van Dijk
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Bureau van Dijk Electronic Publishing, B.V.; a global provider of business intelligence and company information; acquired by the Company on August 10, 2017 via the acquisition of Yellow Maple I B.V., an indirect parent of Bureau van Dijk; part of the RD&A LOB and a reporting unit within the MA reportable segment
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Catylist
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A provider of commercial real estate (CRE) solutions for brokers; acquired by the Company on December 30, 2020
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CCXI
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China Cheng Xin International Credit Rating Co. Ltd.; China’s first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006; currently Moody’s owns 30% of CCXI.
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TERM
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DEFINITION
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CFG
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Corporate finance group; an LOB of MIS
|
|
|
|
CLO
|
|
Collateralized loan obligation
|
|
|
|
CMBS
|
|
Commercial mortgage-backed securities; an asset class within SFG
|
|
|
|
COLI
|
|
Corporate-Owned Life Insurance
|
|
|
|
Commission
|
|
European Commission
|
|
|
|
Common Stock
|
|
The Company’s common stock
|
|
|
|
Company
|
|
Moody’s Corporation and its subsidiaries; MCO; Moody’s
|
|
|
|
Content
|
|
A reporting unit within the MA segment that offers subscription based research, data and analytical products, including credit ratings produced by MIS, credit research, quantitative credit scores and other analytical tools, economic research and forecasts
|
|
|
|
COVID-19
|
|
An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic
|
|
|
|
CP
|
|
Commercial Paper
|
|
|
|
CP Notes
|
|
Unsecured commercial paper issued under the CP Program
|
|
|
|
CP Program
|
|
A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue and which is backstopped by the 2018 Facility.
|
|
|
|
CRAs
|
|
Credit rating agencies
|
|
|
|
DBPPs
|
|
Defined benefit pension plans
|
|
|
|
Dodd-Frank Act
|
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
|
|
|
EBITDA
|
|
Earnings before interest, taxes, depreciation and amortization
|
|
|
|
EMEA
|
|
Represents countries within Europe, the Middle East and Africa
|
|
|
|
EPS
|
|
Earnings per share
|
|
|
|
ERS
|
|
Enterprise Risk Solutions; an LOB within MA, which offers risk management software solutions as well as related risk management advisory engagements services
|
|
|
|
ESA
|
|
Economics and Structured Analytics; part of the RD&A line of business within MA
|
|
|
|
ESG
|
|
Environmental, Social and Governance
|
|
|
|
ESMA
|
|
European Securities and Markets Authority
|
|
|
|
ESPP
|
|
Employee stock purchase plan
|
|
|
|
ETR
|
|
Effective tax rate
|
|
|
|
EU
|
|
European Union
|
|
|
|
EUR
|
|
Euros
|
|
|
|
EURIBOR
|
|
The Euro Interbank Offered Rate
|
|
|
|
Eurozone
|
|
Monetary union of the EU member states which have adopted the euro as their common currency
|
|
|
|
Excess Tax Benefits
|
|
The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
|
|
|
|
Exchange Act
|
|
The Securities Exchange Act of 1934, as amended
|
|
|
|
External Revenue
|
|
Revenue excluding any intersegment amounts
|
|
|
|
FASB
|
|
Financial Accounting Standards Board
|
|
|
|
Fermat
|
|
Fermat International; an acquisition completed in October 2008; part of the MA segment; a provider of risk and performance management software to the global banking industry
|
|
|
|
|
|
|
|
|
|
|
|
|
TERM
|
|
DEFINITION
|
|
|
|
FIG
|
|
Financial institutions group; an LOB of MIS
|
|
|
|
|
|
|
|
|
|
Four Twenty Seven
|
|
A provider of data, intelligence, and analysis related to physical climate risks; acquired by the Company in July 2019
|
|
|
|
Free Cash Flow
|
|
Net cash provided by operating activities less cash paid for capital additions
|
|
|
|
FTSE
|
|
Financial Times Stock Exchange
|
|
|
|
FX
|
|
Foreign exchange
|
|
|
|
GAAP
|
|
U.S. Generally Accepted Accounting Principles
|
|
|
|
GBP
|
|
British pounds
|
|
|
|
GDP
|
|
Gross domestic product
|
|
|
|
GDPR
|
|
European Union’s General Data Protection Regulation
|
|
|
|
ICRA
|
|
ICRA Limited; a provider of credit ratings and research in India.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INR
|
|
Indian Rupee
|
|
|
|
IRS
|
|
Internal Revenue Service
|
|
|
|
IT
|
|
Information technology
|
|
|
|
KIS
|
|
Korea Investors Service, Inc.; a Korean rating agency and consolidated subsidiary of the Company
|
|
|
|
KIS Pricing
|
|
Korea Investors Service Pricing, Inc.; a Korean provider of fixed income securities pricing and consolidated subsidiary of the Company
|
|
|
|
KIS Research
|
|
Korea Investors Service Research; a Korean provider of financial research and consolidated subsidiary of the Company
|
|
|
|
Korea
|
|
Republic of South Korea
|
|
|
|
KYC
|
|
Know-your-customer
|
|
|
|
|
|
|
|
|
|
LIBOR
|
|
London Interbank Offered Rate
|
|
|
|
LOB
|
|
Line of business
|
|
|
|
MA
|
|
Moody’s Analytics—a reportable segment of MCO; a global provider of data and analytic solutions which help companies make better and faster decisions; consists of two LOBs—RD&A and ERS
|
|
|
|
Make Whole Amount
|
|
The prepayment penalty amount relating to certain Senior Notes, which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal
|
|
|
|
MAKS
|
|
Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provides offshore research and analytic services to the global financial and corporate sectors; formerly part of the PS LOB within the MA reportable segment; this business was divested in November 2019
|
|
|
|
MALS
|
|
Moody’s Analytics Learning Solutions; a reporting unit within the MA segment that includes on-line and classroom-based training services as well as credentialing and certification services
|
|
|
|
MCO
|
|
Moody’s; Moody’s Corporation and its subsidiaries; the Company
|
|
|
|
MD&A
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
MESG
|
|
Moody's ESG Solutions Group
|
|
|
|
MIS
|
|
Moody’s Investors Service—a reportable segment of MCO; consists of five LOBs—SFG, CFG, FIG, PPIF and MIS Other
|
|
|
|
MIS Other
|
|
Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research revenue as well as revenue from providing ESG research, data and assessments. These businesses are components of MIS; MIS Other is an LOB of MIS
|
|
|
|
Moody’s
|
|
Moody’s Corporation and its subsidiaries; MCO; the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
TERM
|
|
DEFINITION
|
|
|
|
MSS
|
|
Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MIS and MA.
|
|
|
|
NAV
|
|
Net asset value
|
|
|
|
Net Income
|
|
Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder
|
|
|
|
New Credit Losses Accounting Standard
|
|
Updates to the ASC pursuant to ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This new accounting guidance requires the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which will require entities to estimate expected credit losses over the lifetime of the instrument.
|
|
|
|
New Lease Accounting Standard
|
|
Updates to the ASC pursuant to ASU No. 2016-02, “Leases (ASC Topic 842)”. This new accounting guidance requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses and cash flows depend on classification as either a finance or operating lease
|
|
|
|
N/A
|
|
Not applicable
|
|
|
|
NM
|
|
Percentage change is not meaningful
|
|
|
|
Non-GAAP
|
|
A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making
|
|
|
|
NRSRO
|
|
Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC.
|
|
|
|
OCI
|
|
Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments
|
|
|
|
Omega Performance
|
|
A provider of online credit training; acquired by the Company in August 2018
|
|
|
|
Operating segment
|
|
Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available.
|
|
|
|
Other Retirement Plans
|
|
The U.S. retirement healthcare and U.S. retirement life insurance plans
|
|
|
|
PCS
|
|
Post-Contract Customer Support
|
|
|
|
PPIF
|
|
Public, project and infrastructure finance; an LOB of MIS
|
|
|
|
Profit Participation Plan
|
|
Defined contribution profit participation plan that covers substantially all U.S. employees of the Company
|
|
|
|
PS
|
|
Professional Services, a former LOB within MA which consisted of MAKS and MALS that provided offshore analytical and research services as well as learning solutions and certification programs. Subsequent to the divestiture of MAKS in 2019, revenue from the MALS reporting unit, which previous to 2020 was reported in the PS LOB, is now reported as part of the RD&A LOB. Prior periods have not been reclassified as the amounts were not material.
|
|
|
|
RD&A
|
|
Research, Data and Analytics; an LOB within MA that offers: subscription based research, data and analytical products, including credit ratings produced by MIS; credit research; quantitative credit scores and other analytical tools; economic research and forecasts; business intelligence and company information products; commercial real estate data and analytical tools; and on-line and classroom-based training services as well as credentialing and certification services
|
|
|
|
Redeemable Non-controlling Interest
|
|
Represents minority shareholders' interest in entities which are controlled but not wholly-owned by Moody's and for which Moody's obligation to redeem the minority shareholders' interest is represented by a put/call relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
TERM
|
|
DEFINITION
|
|
|
|
Reform Act
|
|
Credit Rating Agency Reform Act of 2006
|
|
|
|
Regulatory Data Corporation (RDC)
|
|
A provider of anti-money laundering (AML) and know-your-customer (KYC) data and due diligence services; the Company acquired RDC in February 2020
|
|
|
|
REIT
|
|
Real Estate Investment Trust
|
|
|
|
Reis, Inc. (Reis)
|
|
A provider of U.S. commercial real estate (CRE) data; acquired by the Company in October 2018; part of the RD&A LOB and a reporting unit within the MA reportable segment.
|
|
|
|
Relationship Revenue
|
|
For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other represents subscription-based revenue. For MA, represents subscription-based revenue and software maintenance revenue
|
|
|
|
Reporting unit
|
|
The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment
|
|
|
|
Retirement Plans
|
|
Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans
|
|
|
|
Revenue Accounting Standard
|
|
Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)”. This new accounting guidance significantly changes the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer
|
|
|
|
RiskFirst
|
|
A company providing risk analytic solutions for the asset management and pension fund communities; acquired by the Company in July 2019
|
|
|
|
RMBS
|
|
Residential mortgage-backed securities; an asset class within SFG
|
|
|
|
ROU Asset
|
|
Assets recorded pursuant to the New Lease Accounting Standard which represent the Company’s right to use an underlying asset for the term of a lease
|
|
|
|
SaaS
|
|
Software-as-a-Service
|
|
|
|
SEC
|
|
U.S. Securities and Exchange Commission
|
|
|
|
Securities Act
|
|
Securities Act of 1933, as amended
|
|
|
|
|
|
|
SFG
|
|
Structured finance group; an LOB of MIS
|
|
|
|
SG&A
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
SSP
|
|
Standalone selling price
|
|
|
|
T&M
|
|
Time-and-Material
|
|
|
|
Tax Act
|
|
The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amends the tax code in the U.S.
|
|
|
|
Total Debt
|
|
All indebtedness of the Company as reflected on the consolidated balance sheets
|
|
|
|
Transaction Revenue
|
|
For MIS, represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services as well as data services, research and analytical engagements. For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, training and certification services, and research and analytical engagements
|
|
|
|
U.K.
|
|
United Kingdom
|
|
|
|
U.S.
|
|
United States
|
|
|
|
USD
|
|
U.S. dollar
|
|
|
|
UTPs
|
|
Uncertain tax positions
|
|
|
|
Vigeo Eiris (VE)
|
|
A provider of Environmental, Social and Governance (ESG) research, data and assessments; acquired by the Company in April 2019
|
|
|
|
WACC
|
|
Weighted Average Cost of Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
TERM
|
|
DEFINITION
|
|
|
|
ZM Financial Systems (ZMFS)
|
|
A provider of risk and financial management software for the U.S. banking sector; acquired by the Company in December 2020
|
|
|
|
2018 Restructuring Program
|
|
Restructuring program approved by the chief executive officer of Moody’s on October 26, 2018. This program included relocation of certain functions from high-cost to lower-cost jurisdictions, a reduction of staff, including from acquisitions and pursuant to a review of the business criticality of certain positions, and the rationalization and exit of certain real estate leases due to consolidation of various business activities.
|
|
|
|
2020 MA Strategic Reorganization Restructuring Program
|
|
Restructuring program approved by the chief executive officer of Moody’s on December 22, 2020, relating to a strategic reorganization in the MA reportable segment.
|
|
|
|
2020 Real Estate Rationalization Restructuring Program
|
|
Restructuring program approved by the chief executive officer of Moody’s on July 29, 2020, primarily in response to the COVID-19 pandemic which revolves around the rationalization and exit of certain real estate leases.
|
|
|
|
2012 Senior Notes
|
|
Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022
|
|
|
|
2013 Senior Notes
|
|
Principal amount of $500 million, 4.875% senior unsecured notes due in February 2024
|
|
|
|
2014 Senior Notes
|
|
Principal amount of $600 million, 5.25% senior unsecured notes due in July 2044
|
|
|
|
2015 Senior Notes
|
|
Principal amount of €500 million, 1.75% senior unsecured notes due in March 2027
|
|
|
|
2017 Senior Notes Due 2023
|
|
Principal amount of $500 million, 2.625% senior unsecured notes due January 15, 2023
|
|
|
|
2017 Senior Notes Due 2028
|
|
Principal amount of $500 million, 3.25% senior unsecured notes due January 15, 2028
|
|
|
|
2017 Senior Notes Due 2021
|
|
Principal amount of $500 million, 2.75% senior unsecured notes originally due in December 2021, but early repaid by the Company in 2020.
|
|
|
|
2018 Facility
|
|
Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; backstops CP issued under the CP Program
|
|
|
|
2018 Senior Notes
|
|
Principal amount of $300 million, 3.25% senior unsecured notes originally due in June 2021, but early repaid by the Company in 2020.
|
|
|
|
2018 Senior Notes Due 2029
|
|
Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029
|
|
|
|
2018 Senior Notes Due 2048
|
|
Principal amount of $400 million, 4.875% senior unsecured notes due December 17, 2048
|
|
|
|
2019 Senior Notes
|
|
Principal amount of €750 million, 0.950% senior unsecured notes due in February 25, 2030
|
|
|
|
2020 Senior Notes Due 2025
|
|
Principal amount of $700 million, 3.75% senior unsecured notes due March 24, 2025
|
|
|
|
2020 Senior Notes Due 2050
|
|
Principal amount of $300 million, 3.25% senior unsecured notes due May 20, 2050
|
|
|
|
2020 Senior Notes Due 2060
|
|
Principal amount of $500 million, 2.55% senior unsecured notes due August 18, 2060
|
|
|
|
7WTC
|
|
The Company’s corporate headquarters located at 7 World Trade Center in New York, NY
|
PART I
ITEM 1. BUSINESS
BACKGROUND
As used in this report, except where the context indicates otherwise, the terms “Moody’s” or the “Company” refer to Moody’s Corporation, a Delaware corporation, and its subsidiaries. The Company’s executive offices are located at 7 World Trade Center at 250 Greenwich Street, New York, NY 10007 and its telephone number is (212) 553-0300.
THE COMPANY
Company Overview
Moody’s is a global integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two segments: MIS and MA. Financial information and operating results of these segments, including revenue, expenses and operating income, are included in Part II, Item 8. Financial Statements of this annual report and are herein incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent provider of credit rating opinions and related information for over 100 years
|
|
A global integrated risk assessment firm that empowers organizations to make better decisions
|
|
Global provider of data and analytic solutions which help companies make better and faster decisions.
|
59.7%
|
2020 Adjusted Operating Margin
|
Total 2020 Revenue
of $5.4 billion
|
29.4%
|
2020 Adjusted Operating Margin
|
57.1%
|
2020 Operating Margin
|
|
20.3%
|
2020 Operating Margin
|
|
|
|
|
|
|
|
|
|
|
44.5%
|
2020 Operating Margin
|
|
|
|
|
49.7%
|
2020 Adjusted Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 - 2016
|
|
|
|
Expanded beyond ratings agency
|
|
|
|
|
•Established Moody’s Analytics
•Built the ERS business (e.g., Fermat, B&H)
•Expanded ratings to China (i.e., CCXI)
|
|
|
|
|
|
|
|
|
|
2017 - 2020
|
|
|
|
Built out substantial data and analytics capabilities
|
|
|
|
|
•Complemented ERS business with private company information (i.e., BvD)
•Accelerated capability expansion (e.g., company database, CRE data, ESG data)
|
|
|
|
|
|
|
|
|
|
2021 and Beyond
|
|
|
|
Positioned to serve a wide range of risk assessment markets
|
|
|
|
|
•Competitive differentiator: integration of data and analytics combined with expertise and technology enablement
•Further investment in data and analytics capabilities such as private company, CRE and ESG to serve high growth risk assessment use cases (e.g., KYC and compliance)
|
|
Moody's Investors Service Overview
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities. A rating from MIS enables issuers to create timely, go-to-market debt strategies with the ability to capture wider investor focus and deeper liquidity options.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Benefits of a Moody's Rating
|
|
|
|
|
|
|
|
|
Access to capital
|
|
Transparency, credit comparison and market stability
|
|
Planning and budgeting
|
|
Analytical capabilities
|
•Moody’s opinions on credit are used by institutional investors throughout the world, making an issuer’s debt potentially more attractive to a wide range of buyers.
|
|
•Signals a willingness by issuers to be transparent and provides issuers with an independent assessment against which to compare creditworthiness.
|
|
•May help issuers when formulating internal capital plans and funding strategies
|
|
•Among ratings advisors, Moody’s has a strong position and is well-recognized for the depth and breadth of its analytical capabilities.
|
|
|
|
|
|
|
|
•A Moody’s rating may facilitate access to both domestic and international debt capital.
|
|
•Moody’s ratings and research reports may help to maintain investor confidence, especially during periods of market stress.
|
|
|
|
|
Ratings revenue is derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their debt issues to investors. Ratings are disseminated via press releases to the public primarily through a variety of electronic media, including the internet and real-time information systems widely used by securities traders and investors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIS by the Numbers
|
|
|
|
|
|
|
|
|
|
5,000+
|
|
|
16,000+
|
|
|
Rated Non-Financial Corporates
|
|
Rated Public Finance Issuers
|
|
|
|
|
|
|
|
|
|
|
3,600+
|
|
|
9,100+
|
|
|
Rated Financial Institutions
|
|
Rated Structured Finance Deals
|
|
|
|
|
|
|
|
|
|
|
145
|
|
|
1,000+
|
|
|
Rated Sovereigns
|
|
Rated Infrastructure & Public Finance Issuers
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
202
|
|
|
Rated Supranational Institutions
|
|
Rating Methodologies
|
|
|
|
|
|
|
|
|
|
|
459
|
|
|
140+
|
|
|
Rated Sub-Sovereigns
|
|
Countries where MIS provides ratings
|
|
MIS also earns revenue from certain non-ratings-related operations, which primarily consist of financial instruments pricing services in the Asia-Pacific region, revenue from ESG research, data and assessments and revenue from ICRA's non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
Moody's Analytics Overview
MA is a global provider of data and analytic solutions which help companies make better and faster decisions. MA’s analytic models, industry insights, software tools and proprietary data assets allow companies to inform and perform many critical business activities with trust and confidence. MA’s approach to aggregating, broadening and deepening available data, research, analytic tools and software solutions fosters a more integrated and efficient delivery to MA's customers resulting in better decisions around risks and opportunities. MA’s subscription businesses provide a significant base of recurring revenue to mitigate cyclical changes in debt issuance volumes that may result in volatility in MIS’s revenues.
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MA's Diverse Product Solutions
|
Continuous expansion and refinement of content, tools and user experience to help customers make better and faster decisions.
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|
Integrated Experience:
Ease of Use
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|
Enhanced Content and Coverage:
More Value
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|
|
Onboard customers
Confirm KYC, AML
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|
Compliance modules
Leverage BvD, RDC and Acquire Media data
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|
Gather financials
Create credit statistics
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|
Spreading tools
Prepopulate and digitize financials
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Analyze credit and transaction
Assess creditworthiness of portfolio
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|
World class credit research and analytics
Early warning signals and credit scoring
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|
Consider risks holistically
Climate change, cyber, macro-economic
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|
ESG impact
of customer’s business
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|
Multichannel Delivery
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|
Web
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|
Third party platforms
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Excel add-in
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Mobile
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API
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MA Customers by the Numbers
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|
1,500+
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|
|
2,900+
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|
Asset Managers
|
|
Commercial Banks
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|
3,100+
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|
|
225+
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|
|
Corporations
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Securities Dealers and Investment Banks
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675+
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|
4,000+
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|
Insurance Companies
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Government & Other Entities
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300+
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|
337,000+
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|
Real Estate Entities
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Individuals accessed the Moody's research website
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155+
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|
31,000+
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|
Countries where MA customers operate
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|
Customer users accessed the Moody's research website in 2020
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Sustainability
Moody’s manages its business with the goal of delivering value to all of its stakeholders, including its customers, employees, business partners, local communities and stockholders. As part of this effort, Moody’s advances sustainability by considering environmental, social, and governance (“ESG”) factors throughout its operations and products and services. It uses its expertise and assets to make a positive difference through technology tools, research and analytical services that help other organizations and the investor community better understand the links between sustainability considerations and the global markets. Moody’s efforts to promote sustainability-related thought leadership, assessments and data to market participants include following the policies of recognized sustainability organizations that develop standards or frameworks and/or evaluate and assess performance, including the Global Reporting Initiative and Sustainability Accounting Standards Board. Moody's also issues an annual report on how the Company has implemented the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations. Moody’s sustainability-related achievements in 2020 included the following:
–established science based targets for reducing greenhouse gas (GHG) emissions and received validation for such targets from Science Based Targets initiative;
–published Moody's Decarbonization Plan; and
–introduced sustainability related performance goals for determining compensation of certain senior executives.
The Board oversees sustainability matters, with assistance from the Audit and Governance & Nominating Committees, as part of its oversight of management and the Company’s overall strategy.
HUMAN CAPITAL
Moody’s purpose is to bring clarity, knowledge and fairness to an interconnected world. The Company’s success in achieving its purpose is only possible through the collective contributions of its global employee population whose members possess the unique combination of skills, professional experience and diversity of backgrounds needed to advance the Company’s business and contribute to the communities in which it operates. Moody’s believes that it is essential to: i) create a workplace where its employees feel valued and inspired; ii) to provide an environment that fosters a culture of independence, inclusion and intellectual leadership; and iii) to support peer collaboration and professional growth.
As a global integrated risk assessment firm, attracting, supporting and retaining skilled talent is essential to the Company’s success. Moody’s addresses these goals by: (i) championing diversity, equity and inclusion among employees; (ii) seeking to provide market-competitive compensation and benefits and rewarding employees for their contributions to the Company’s strategic and operational goals; (iii) offering wellness programs; (iv) supporting employee learning, development and skills enhancement; and (v) advancing employee engagement.
Diversity, Equity and Inclusion
Moody's believes it is imperative to be visible champions of diversity, equity and inclusion because differing thoughts and perspectives help to enrich the Company’s offerings to its many stakeholders and improves performance. The key objectives for which the Company focuses with respect to these items include: (i) incorporating diversity, equity and inclusion into Moody’s business strategy; (ii) establishing leadership accountability with respect to diversity, including through executive compensation programs; (iii) working to increase diverse representation, e.g., women and ethnic groups; (iv) continuing to advance women and ethnically diverse employees in leadership roles; (v) enhancing employee training in diversity, equity and inclusion matters; (vi) promoting equal employment opportunities in all aspects of employment; (vii) designing the Company’s compensation practices to provide equal pay for equal work; and (viii) incorporating market standards, role, experience and performance into compensation decisions. The executive leadership team’s focus on these items is vital to attract, support and retain its skilled talent.
Moody’s has numerous diversity programs and eight active business resource groups (“BRGs”), representing 40 chapters and more than 5,400 memberships globally as of December 31, 2020. An employee can hold membership in multiple BRGs in a single region.
The Company’s diversity programs include its TIDE program (Talent Aspirations & Alignment, Insights, Development & Career Planning and Exposure & Expansion), which is a high potential employee diversity initiative aimed at elevating women and ethnically diverse employees into leadership positions.
The Company provides and periodically updates information on its BRGs and other diversity, inclusion and equity programs in its various sustainability and stakeholder reports and on its Diversity & Inclusion microsite. See moodys.com/csr and moodys.com/diversity for these items. The content of those websites is not incorporated by reference herein.
The charts below present additional information regarding the diversity of the Company's workforce as of December 31, 2020. The percentage for people of color ("POC") includes those who identified as Asian, Hispanic, Black, American Indian/Alaskan Native, Hawaiian/Other Pacific Island or two or more races. Officers and Managers are calculated using the job categories: executives, senior managers, mid-level managers, and first-level managers. The following data is based on Company records and may involve estimates or assumptions.
Compensation
Moody’s compensation programs are designed to foster and maintain a strong, capable, experienced and motivated global workforce. An important element of the Company’s compensation philosophy is aligning compensation to local market standards so that it can attract and retain the highly-skilled talent needed to thrive. The Company’s compensation packages include market-competitive salaries, annual bonuses and equity grants for certain employees.
Benefits and Wellness Programs
With respect to benefits, the Company views investments in benefits as an investment in its people. Moody’s is committed to providing competitive benefits programs designed to care for all employees and their families. The Company’s comprehensive programs offer resources for physical and mental health that promote preventive care, awareness and support a healthy lifestyle. The Company also promotes financial wellness and provides for flexible work arrangements, which support the Company’s efforts to create a work atmosphere in which people feel valued and inspired to give their best. Beyond delivering health, welfare, retirement benefits, and paid vacation and sick days, Moody’s extends other benefits to support its employees and their families. To provide competitive benefits, the Company periodically adjusts the nature and extent of benefits, such as parental leave, workplace flexibility and educational support.
Employee Population
As of December 31, 2020 and 2019, the number of Moody’s full-time equivalent employees was as follows:
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|
|
|
|
|
Global Headcount
|
|
|
|
December 31,
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|
|
Change
|
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|
|
2020
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2019
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|
|
%
|
|
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|
|
|
|
|
|
|
|
MIS
|
|
|
|
|
|
|
|
|
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U.S.
|
|
1,512
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|
|
1,453
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|
|
|
4
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%
|
|
Non-U.S.
|
|
3,564
|
|
|
3,358
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|
|
|
|
6
|
%
|
|
Total
|
|
5,076
|
|
|
4,811
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|
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|
|
6
|
%
|
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|
|
|
|
|
|
|
MA
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
2,004
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|
|
1,810
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|
|
|
|
11
|
%
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|
Non-U.S.
|
|
2,963
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|
|
3,023
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|
|
(2)
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%
|
|
Total
|
|
4,967
|
|
|
4,833
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3
|
%
|
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|
MSS
|
|
U.S.
|
|
709
|
|
|
645
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|
|
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10
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%
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Non-U.S.
|
|
738
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|
|
792
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|
|
|
|
(7)
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%
|
|
Total
|
|
1,447
|
|
|
1,437
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|
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
Total MCO
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
4,225
|
|
|
3,908
|
|
|
|
|
8
|
%
|
|
Non-U.S.
|
|
7,265
|
|
|
7,173
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|
|
|
|
1
|
%
|
|
Total
|
|
11,490
|
|
|
11,081
|
|
|
|
|
4
|
%
|
The MIS employee population primarily consists of credit analysts, data and operations analysts, credit strategy and methodology professionals, software engineers, sales and sales operations, and international strategy teams.
MA’s employee population primarily consists of software engineers, data and operation analysts, advisory and implementation teams and economists, as well as sales and sales support professionals.
The MSS employee population primarily consists of information technology professionals and other professional support staff such as finance, human resources and legal that support both MIS and MA.
Employee Engagement, Learning and Development
Management monitors employee turnover rates as presented in the chart below:
The decline in the Company's voluntary turnover rates in 2020 compared to 2019 are likely due to the effects of COVID-19 on the labor market. Additionally, MSS involuntary turnover figures in 2020 in the chart above includes employees who separated pursuant to a third party outsourcing arrangement relating to certain back office functions.
Additionally, as a result of the COVID-19 pandemic, the Company enhanced its digital communications with its employees in 2020. These enhanced communications have allowed senior management to apprise employees of evolving priorities and its focus on the health, safety and well-being of Moody’s employees during this challenging time.
Learning & Development is one element of Moody’s talent management framework, which includes talent acquisition, performance management, total rewards, succession planning and leadership development. Each of these areas supports the Company’s business strategy and Moody’s culture as a diverse, equitable and inclusive place to work. The Company views learning and education as an investment in its people that aligns their professional goals and interests with the success of the firm, and helps to retain talent over the longer-term. A number of training programs are available, including leadership development, professional skills development, technical skills, as well as compliance training.
MOODY’S STRATEGY
Moody’s corporate mission is to provide trusted insights and standards that help decision-makers act with confidence. Moody’s will continue to invest with intent to defend and enhance its core businesses and expand into strategic adjacencies and new geographies.
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|
Moody’s Priorities for Strategic Growth
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|
|
Global Integrated Risk Assessments
|
|
Moody's Core Strengths
|
|
Strategic Adjacencies and Expand into New Geographies
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|
Standard Solutions and Insights
|
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|
Business Adjacencies
|
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|
Credit
|
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Data
|
|
Trusted Brand
|
Proprietary data and integrated analytics
|
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Commercial Real Estate
|
Know Your Customer
|
ESG
|
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|
Regional Expansion
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Analytics
|
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|
Business-credit products
|
Expanded global customer base
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EMEA
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Asia Pacific
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Latin America
|
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|
Moody’s invests in initiatives to implement the Company’s strategy, including internally led organic development and targeted acquisitions. Illustrative examples include:
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Enhancements to ratings quality and product extensions
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Investments that extend ownership and participation in joint ventures and strategic alliances
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Expansion in emerging markets
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New products, services, content and technology capabilities to meet customer demands
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Selective bolt-on acquisitions that accelerate the ability to scale and grow Moody’s businesses
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During 2020, Moody’s continued to invest in and acquire complementary businesses as further described below:
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Date
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Business
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Company
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Stake
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Strategic Commentary
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|
December 2020
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Commercial Real Estate
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Catylist, Inc
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100%
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A U.S. based provider of commercial real estate (CRE) solutions for brokers. The acquisition advances Moody’s Analytics CRE platform, substantially enhancing its coverage of property-level data and expanding its range of analytical solutions to the broker market.
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December 2020
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Risk Solutions
|
ZM Financial Systems
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100%
|
A U.S. based provider of risk and financial management software for the U.S. banking sector. The acquisition advances Moody’s position in integrated risk assessment by broadening Moody’s Analytics’ suite of enterprise risk solutions, which help financial institutions make better decisions.
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November 2020
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ESG & KYC
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MioTech
|
Minority
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Provider of ESG and KYC alternative data and insights serving the Greater China market. The investment reflects Moody’s commitment to providing China’s evolving financial markets with innovative and technology enabled ESG and KYC solutions.
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October 2020
|
Data
|
Acquire Media
|
100%
|
A U.S. based aggregator and distributor of curated real-time news, multimedia, data, and alerts. The acquisition serves to advance MA’s solutions by strengthening its ability to provide early warning signals and real-time insight to market participants.
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August 2020
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Credit Ratings
|
Malaysian Rating Corporation Berhad (MARC)
|
Minority
|
Credit rating agency serving the Malaysian domestic bond and sukuk markets. The investment strengthens Moody’s presence in Southeast Asia and across domestic bond markets globally, and advances its position as a leader in Islamic finance.
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|
March 2020
|
Financial Training & Certifications
|
RBA International
|
100%
|
A U.K. based provider of online retail bank training and certifications. The acquisition deepens the capabilities of MA’s financial training and certifications business.
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|
February 2020
|
KYC
|
Regulatory DataCorp
|
100%
|
A U.S. based provider of KYC data and due diligence services. The acquisition complements Moody’s 2017 acquisition of company data provider Bureau van Dijk (BvD), creating a global leader in compliance solutions, BvD’s fastest-growing business segment.
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Moody's Priorities Looking Forward
|
Realizing the full potential of our global integrated risk assessment opportunity
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|
Sharpen focus on understanding and delivering for our customers
|
|
Invest with intent to grow and scale
|
|
Collaborate, modernize and innovate
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World-class customer experience
|
|
Deepen and extend our presence in risk assessment markets
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|
Technology interoperability and data access
|
PROSPECTS FOR GROWTH
Moody’s believes that the overall long-term outlook remains favorable for continued growth of the global fixed-income market and related financial information market, which includes information such as credit opinions, research, data, analytics, risk management tools and related services.
Moody’s growth is influenced by a number of trends that impact financial information markets including:
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Health of the world’s major economies
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Debt capital markets activity
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Disintermediation of credit markets
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Fiscal and monetary policy of governments
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|
Expansion of market for integrated data and analytics solutions
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Business investment spending, including mergers and acquisitions
|
In an environment of increasing financial complexity and heightened attention to credit analysis and risk management, Moody’s is well positioned to benefit from continued growth in global fixed-income market activity and more widespread use of credit ratings, research and related analytical products. Moody’s expects that these developments will support continued long-term demand for high quality, independent credit opinions, research, data, analytics, risk management tools and related services. Moreover, pricing opportunities aligned with customer value creation and advances in information technology present growth opportunities for Moody’s.
Environmental, Social and Governance Data and Solutions
ESG data and solutions are expected to play an increasingly important role across both MIS and MA as market participants seek trusted insights and standards to make better decisions.
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Priorities for Strategic Growth: ESG Integrated Across All Platforms, Driving Growth and Enhanced Relevance
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MIS Integration
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MA Integration
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MESG
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ESG Classification
|
ESG Credit Scores
|
|
Real Estate Solutions
|
|
Moodys.com
|
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ESG Measures
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Climate Solutions
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Risk Analytics & Regulatory Reporting
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Index Solutions
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Credit Ratings & Research
|
Heat Maps
|
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Lending Solutions and Tools
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APIs, and Data Feeds
|
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SME Solutions
|
|
Sustainable Finance
|
|
Impact of Technology
The pace of change in technology and communication over the past two decades makes information about investment alternatives widely available throughout the world and facilitates issuers’ ability to place securities outside their national markets and similarly investors’ ability to obtain information about securities issued outside their national markets. Technology also allows issuers and investors the ability to more readily obtain information about new financing techniques and new types of securities that they may wish to purchase or sell, which in the absence of the appropriate technology might not be readily or easily obtainable. This availability of information promotes the ongoing integration and expansion of financial markets worldwide, giving issuers and investors access to a wider range of both established and newer capital markets. As technology provides broader access to worldwide markets, it also results in a greater need for credible, globally comparable opinions about credit risk, data, analytics and related services.
Moody’s operations are subject to various risks, as more fully described in Part I, Item 1A “Risk Factors,” inherent in conducting business on a global basis. Such risks include currency fluctuations and possible nationalization, expropriation, exchange and price controls, changes in the availability of data from public sector sources, limits on providing information across borders and other restrictive governmental actions.
MIS Prospects for Growth
Strong secular trends should continue to provide long-term growth opportunities in MIS. Key growth drivers include:
•Debt market issuance driven by global GDP growth;
•Continued disintermediation of fixed-income markets in both developed and emerging economies driving issuance and demand for new ratings products and services; and
•Growth in first time rating mandates.
In addition to the factors noted above, growth in global fixed income markets in a given year is dependent on many macroeconomic and capital market factors including:
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Interest rates
|
Business investment spending
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Corporate refinancing needs
|
Merger and acquisition activity
|
Issuer financial health
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Consumer borrowing levels
|
Securitization activity
|
Expansion of ratings coverage
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Expansion into geographies with developing debt capital markets
|
Rating fees paid by debt issuers account for most of the revenue of MIS. Therefore, a substantial portion of MIS’s revenue is dependent upon the dollar-equivalent volume and number of ratable debt securities issued in the global capital markets.
MIS’s results can be affected by factors such as:
•Performance and prospects for growth of the major world economies;
•Fiscal and monetary policies pursued by their governments; and
•Whether issuers request MIS ratings to aid investors in making their investment decisions.
However, annual fee arrangements with frequent debt issuers, annual debt monitoring fees and annual fees from commercial paper and medium-term note programs, bank deposit ratings, insurance company financial strength ratings, mutual fund ratings, and other areas partially mitigate MIS’s dependence on the volume or number of new debt securities issued in the global fixed-income markets. MIS’s global coverage positions it well to serve the needs of the global fixed income markets.
While already common in U.S. and Western European markets, an ongoing trend in the world’s capital markets is the disintermediation of financial systems. Issuers increasingly raise capital in the global public capital markets, in addition to, or in substitution for, traditional financial intermediaries. Moreover, financial intermediaries have sold assets in the global public capital markets, in addition to, or instead of, retaining those assets. Moody’s believes that issuer use of global debt capital markets offer advantages in capacity and efficiency compared to traditional banking systems and that the trend of increased disintermediation will continue. Further, disintermediation has continued because of the historically low interest rate environment and bank deleveraging, which has encouraged a number of corporations and other entities to seek alternative funding in the bond markets.
Moody’s also observes disintermediation in key emerging markets where economic growth may outpace internal banking system capacity. Thus, disintermediation is expected to continue over the longer-term, with Moody’s targeting investment and resources to those markets where disintermediation and bond issuance is expected to remain robust.
MA Prospects for Growth
Growth in MA is likely to be driven by expansion across customer sectors fostered by broadening MA's data and analytics solutions to meet an expanded set of customer use cases.
MA’s business growth is influenced by a number of factors, including:
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Growth from data and analytics in adjacent markets, including ESG, KYC, and CRE
|
Expansion of data sets and delivery options establishing a gateway that supports multiple stakeholders
|
Ability to capitalize on demand for company data from a diverse set of use cases
|
Continued digital transformation of credit decisioning and analytical tools (e.g., shift to SaaS-based solutions)
|
Geographic expansion of actuarial and asset management solutions and continued investment in predictive analytics franchise
|
Moody’s expects that MA products and services that improve efficiencies, provide business insights, and enable compliance with financial regulation, including AML, KYC, and accounting standards, will continue to be in demand from institutions worldwide. In order to respond to other sources of demand and drive growth, MA is actively investing in new products, including enhanced data sets and improved delivery services (e.g., software-as-a-service). These efforts should support broader distribution of MA’s capabilities, deepen relationships with existing customers and drive new customer acquisition.
COMPETITION
MIS competes with other CRAs and with investment banks and brokerage firms that offer credit opinions and research. Many users of MIS’s ratings also have in-house credit research capabilities. There are also some rating markets, based on industry, geography and/or instrument type, in which Moody’s has made investments and obtained market positions superior to its competitors, while in other markets, the reverse is true.
MA competes broadly in the financial information industry against various diversified competitors. MA’s main competitors within RD&A are providers of fixed income analytics, valuations, economic data and research as well as a host of financial training and education firms. In ERS, MA faces competition from both large software providers and various other vendors as well as in-house solutions.
REGULATION
MIS, certain of the Company's ratings affiliates and many of the issuers and/or securities that it rates are subject to extensive regulation in the U.S., EU and in other countries (including by state and local authorities). In addition, some of the services offered by MA and its affiliates are subject to regulation in countries such as Canada, China and Australia. MA also derives a significant amount of its sales from banks and other financial services providers who are subject to regulatory oversight and who are required to pass through certain regulatory requirements to key suppliers such as MA. Existing and proposed laws and regulations can impact the Company’s operations, products and the markets in which the Company operates. Additional laws and regulations have been proposed or are being considered. Each of the existing, adopted, proposed and potential laws and regulations can increase the costs and legal risk associated with the Company’s operations, including the issuance of credit ratings, and may negatively impact the Company’s profitability and ability to compete, or result in changes in the demand for credit ratings, in the manner in which credit ratings are utilized and in the manner in which the Company operates.
The regulatory landscape continues to evolve. In the U.S., CRAs are subject to extensive regulation primarily pursuant to the Reform Act and the Dodd-Frank Act. The Reform Act added Section 15E to the Exchange Act and provided the SEC with the authority to establish a registration and oversight program for CRAs registered as NRSROs. Among other things, the Reform Act requires the SEC to submit an annual report to Congress providing an overview of SEC activities with respect to NRSROs, and the SEC’s views on the state of competition, transparency and conflicts of interests among NRSROs. The Dodd-Frank Act enhanced the SEC’s oversight of the regulation of NRSROs, and includes a requirement that the SEC publish an annual report summarizing the results of its annual examinations of NRSROs. To date, through a series of rulemakings, the SEC has implemented several Exchange Act provisions related to NRSROs. These include, for example, provisions addressing disclosure of data and assumptions underlying credit ratings, conflicts of interest with respect to sales and marketing practices, disclosure of performance statistics, application and disclosure of credit rating methodologies, analyst training and testing and consistent application of rating symbols and definitions. The Dodd-Frank Act also changed the pleading standard for CRAs. The Company has made, and continues to make, substantial IT and other investments, and has implemented the relevant compliance obligations.
In the EU, the CRA industry is registered and supervised through a pan-EU regulatory framework. The European Securities and Markets Authority (ESMA) has direct supervisory responsibility for registered CRAs throughout the EU MIS’ EU CRA subsidiaries are registered and are subject to formal regulation and periodic inspection. Applicable rules include, but are not limited to, procedural requirements with respect to use of credit ratings, independence and avoidance of conflicts of interest, conflicts of interest concerning investments in CRAs, methodologies, models and key rating assumptions, CRA rotation and use of multiple CRAs, outsourcing, disclosures, credit ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, reporting requirements to ESMA regarding fees, and additional procedural and substantive requirements on the pricing of services. From time to time, ESMA publishes interpretive guidance, or thematic reports regarding various aspects of the CRA regulation and, annually, sets out its work program for the forthcoming year. ESMA’s 2021 work program includes monitoring, identifying and assessing new risks such as those emanating from COVID-19 and ESG data and rating providers, assessing the drivers behind changes to credit rating methodologies, engaging with CRAs on IT and information security controls and ensuring that credit ratings are accessible and usable by investors.
In 2021, the European Commission is expected to publish its second Sustainable Finance Action Plan which may include a timeline for the adoption of legislative proposals regarding products and services in the ESG sector. The Commission is also expected to publish a report in 2021 on CRAs and the integration of sustainability factors into their credit ratings. The Commission may also seek to introduce a regulatory framework that may impact Moody’s ESG products and services.
Separately, the U.K. left the EU on January 31, 2020 and commenced the Brexit implementation period ending on December 31, 2020. After the Brexit implementation period, the MIS U.K. registered CRA ceased to be registered with and regulated by ESMA and became subject to regulation by the U.K. Financial Conduct Authority. Regulatory arrangements were put in place by the relevant authorities in both the U.K. and the EU to allow credit ratings to be available for regulatory use in both the EU and the U.K. after the end of the Brexit implementation period. MIS has put arrangements in place to endorse its U.K. credit ratings into the EU and its EU credit ratings into the U.K. These arrangements are independent of the EU-U.K. Trade and Cooperation Agreement (“TCA”) that now governs the trading relationship between the EU and the U.K., subject to relevant ratification arrangements by each party.
In light of the regulations that have gone into effect in both the EU and the U.S. (as well as many other countries), periodically and as a matter of course pursuant to their enabling legislation, regulatory authorities have, and will continue to, publish reports that describe their oversight activities. In addition, other legislation and/or interpretation of existing regulation relating to the Company’s operations, including credit rating, ancillary and research services has been or is being considered by local, national and multinational bodies and this type of activity is likely to continue in the future. Finally, in certain countries, governments may provide financial or other support to locally-based CRAs. For example, governments may from time to time establish official CRAs or credit ratings criteria or procedures for evaluating local issuers. If enacted, any such legislation and regulation could change the competitive landscape in which MIS operates. The legal status of CRAs has been addressed by courts in various decisions and is likely to be considered and addressed in legal proceedings from time to time in the future. Management of the Company cannot predict whether these or any other proposals will be enacted, the outcome of any pending or possible future legal proceedings, or regulatory or legislative actions, or the ultimate impact of any such matters on the competitive position, financial position or results of operations of the Company.
INTELLECTUAL PROPERTY
Moody’s and its affiliates own and control a variety of intellectual property, including but not limited to:
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Proprietary information
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Publications
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Databases
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Trademarks
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Software tools and applications
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Domain names
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Research
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Models and methodologies
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Other proprietary materials that, in the aggregate, are of material importance to Moody’s business
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Management of Moody’s believes that each of the trademarks and related corporate names, marks and logos relating to its businesses, including those containing the term “Moody’s”, are of material importance to the Company.
The Company, primarily through MA and its subsidiaries, licenses certain of its databases, software applications, credit risk models, training courses in credit risk and capital markets, research and other publications and services that contain intellectual property to its customers. In addition, the Company, primarily through Vigeo Eiris and Four Twenty Seven and their respective subsidiaries, licenses certain databases, software applications, assessments, research and other publications and services relating to ESG and climate risks that contain intellectual property to its customers. These licenses are provided pursuant to standard agreements containing customary restrictions and intellectual property protections.
In addition, Moody’s licenses from third parties certain technology, data and other intellectual property rights. Specifically, Moody’s obtains licenses from third parties to use financial information (such as market and index data, financial statement data, research data, default data, and security identifiers) as well as software development tools and libraries. In addition, the Company’s Bureau van Dijk and RDC businesses obtain from third party information providers certain financial, credit risk, compliance, management, ownership and/or other data worldwide, which Bureau van Dijk and RDC distribute through its company information products. The Company obtains such technology and intellectual property rights from generally available commercial sources. The Company also utilizes generally available open source software and libraries for internal use and subject to appropriately permissive open source licenses, to carry out routine functions in certain of the Company’s software products. Most of such technology and intellectual property is available from a variety of sources. Although certain financial information (particularly security identifiers, certain pricing or index data, and certain company financial data in selected geographic markets) is available from a limited number of sources, Moody’s does not believe it is dependent on any one data source for a material aspect of its business.
The names of Moody’s products and services referred to herein are trademarks, service marks or registered trademarks or service marks owned by or licensed to Moody’s or one or more of its affiliates. The Company owns thirty eight patents. None of the Company's intellectual property is subject to a specific expiration date, except to the extent that the patents and the copyright in items that the Company creates (such as credit reports, research, software, and other written opinions) expire pursuant to relevant law.
The Company considers its intellectual property to be proprietary, and Moody’s relies on a combination of copyright, trademark, trade secret, patent, non-disclosure and other contractual and technological safeguards for protection. Moody’s also pursues instances of third-party infringement of its intellectual property in order to protect the Company’s rights.
AVAILABLE INFORMATION
Moody’s investor relations internet website is http://ir.moodys.com/. Under the “SEC Filings” tab at this website, the Company makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and other information statements that the Company files electronically with the SEC. The SEC’s internet site is http://www.sec.gov/.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
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Name, Age, Position and Biographical Data
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Robert Fauber, 50
President and Chief Executive Officer
Mr. Fauber has served as the Company’s President and Chief Executive Officer since January 2021. Mr. Fauber joined the Board of Directors in October 2020 and he currently serves on the Executive Committee of the Board of Directors. Prior to serving as CEO, Mr. Fauber served as Chief Operating Officer from November 2019 to December 2020, as President of Moody’s Investors Service, Inc. from June 2016 to October 2019, as Senior Vice President—Corporate & Commercial Development of Moody’s Corporation from April 2014 to May 2016, and was Head of the MIS Commercial Group from January 2013 to May 2016. From April 2009 through April 2014, he served as Senior Vice President—Corporate Development of Moody’s Corporation. Mr. Fauber served as Vice President—Corporate Development from September 2005 to April 2009. Prior to joining Moody’s, Mr. Fauber served in several roles at Citigroup and its investment banking subsidiary Salomon Smith Barney from 1999 to 2005. From 1992 to 1996, Mr. Fauber worked at NationsBank (now Bank of America) in the middle market commercial banking group.
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John J. Goggins, 60
Executive Vice President and General Counsel
Mr. Goggins has served as the Company’s Executive Vice President and General Counsel since April 2011 and the Company’s Senior Vice President and General Counsel from October 2000 until April 2011. Mr. Goggins joined Moody’s Investors Service, Inc. in February 1999 as Vice President and Associate General Counsel.
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Melanie Hughes, 58
Senior Vice President and Chief Human Resources Officer
Ms. Hughes has served as the Company’s Senior Vice President—Chief Human Resources Officer since September 2017. Prior to joining the Company, Ms. Hughes was Chief Human Resource Officer and Executive Vice President, Human Resources at American Eagle Outfitters from July 2016 to September 2017 and served as Executive Vice President, Human Resources at Tribune Media from May 2013 to June 2016. She has held several senior management roles for many different companies such as Coach, Gilt Group, DoubleClick and UBS Warburg.
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Mark Kaye, 41
Senior Vice President and Chief Financial Officer
Mr. Kaye has served as the Company’s Senior Vice President—Chief Financial Officer since August 2018. Prior to joining the Company, Mr. Kaye was Senior Vice President and Head of Financial Planning and Analysis at Massachusetts Mutual Life Insurance Company (MassMutual) since February 2016, and Chief Financial Officer of MassMutual U.S. since July 2015. Prior to that, Mr. Kaye served as Chief Financial Officer and Senior Vice President, Retirement Solutions, at Voya Financial from 2011 to 2015. Mr. Kaye previously held various senior financial and risk reporting positions at ING U.S. and ING Group, and was in the investment banking division of Credit Suisse First Boston.
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Name, Age, Position and Biographical Data
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Caroline Sullivan, 52
Senior Vice President and Corporate Controller
Ms. Sullivan has served as the Company’s Senior Vice President—Corporate Controller since December 2018. Prior to joining the Company, Ms. Sullivan served in several roles at Bank of America from 2011 to 2018, where her last position held was Managing Director and Global Banking Controller. Prior to that role, Ms. Sullivan supported the Global Wealth & Investment Management business from 2015 to 2017 in a variety of positions including Controller. Ms. Sullivan, a CPA, previously held various senior positions at several banks and a major accounting firm, and is a member of the Board of Directors of Financial Executives International.
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Stephen Tulenko, 53
President, Moody’s Analytics
Mr. Tulenko has served as President of Moody’s Analytics since November 2019. Mr. Tulenko served as Executive Director of Enterprise Risk Solutions from 2013 to October 2019 and as Executive Director of Global Sales, Customer Service and Marketing from 2008 to 2013. Prior to the formation of Moody’s Analytics, he held various sales, product development and product strategy roles at Moody’s Investors Service, Inc. Mr. Tulenko joined Moody’s in 1990.
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Michael West, 52
President, Moody’s Investors Service
Mr. West has served as President of Moody’s Investors Service, Inc. since November 2019. Mr. West served as Managing Director—Head of MIS Ratings and Research from June 2016 to October 2019. Previously, Mr. West served as Managing Director—Head of Global Structured Finance from February 2014 to May 2016 and Managing Director—Head of Global Corporate Finance from January 2010 to January 2014. Earlier in his career, he was also responsible for the research strategy for the ratings businesses and before that led Corporate Finance for the EMEA Region, European Corporates and the EMEA leveraged finance business. Prior to joining Moody’s in 1998, Mr. West worked at Bank of America and HSBC in various credit roles.
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ITEM 1A. RISK FACTORS
Please carefully consider the following discussion of significant factors, events and uncertainties that make an investment in the Company’s securities risky and provide important information for the understanding of the “forward-looking” statements discussed in Item 7 of this Form 10-K and elsewhere. These risk factors should be read in conjunction with the other information in this annual report on Form 10-K.
The events and consequences discussed in these risk factors could, in circumstances the Company may not be able to accurately predict, recognize, or control, have a material adverse effect on Moody’s business, financial condition, operating results (including components of the Company’s financial results such as sales and profits), cash flows and stock price. These risk factors do not identify all risks that Moody’s faces. The Company could also be affected by factors, events, or uncertainties that are not presently known to the Company or that the Company currently does not consider to present significant risks. In addition to the effects of the COVID-19 pandemic and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks discussed below.
A. Legal and Regulatory Risks
Moody’s Faces Risks Related to U.S. Laws and Regulations Affecting the Credit Rating Industry and Moody’s Customers.
Moody’s operates in a highly regulated industry and is subject to extensive regulation by federal, state and local authorities in the U.S., including the Reform Act and the Financial Reform Act. These regulations are complex, continually evolving and have tended to become more stringent over time. Additionally, the change in the Presidential administration and changes in Congress may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new or existing legislation or directives by government authorities. See “Regulation” in Part 1, Item 1 of this annual report on Form 10-K for more information. The current laws and regulations:
–seek to encourage, and may result in, increased competition among CRAs and in the credit rating business;
–may result in alternatives to credit ratings or changes in the pricing of credit ratings;
–restrict the use of information in the development or maintenance of credit ratings;
–increase regulatory oversight of the credit markets and CRA operations;
–provide the SEC with direct jurisdiction over CRAs that seek NRSRO status, and grant authority to the SEC to inspect the operations of CRAs; and
–provide for enhanced oversight standards and specialized pleading standards, which may result in increases in the number of legal proceedings claiming liability for losses suffered by investors on rated securities and aggregate legal defense costs.
If these laws and regulations, and any future rulemaking or court rulings, reduce demand for credit ratings or increase costs, Moody’s may be unable to pass such costs through to customers. In addition, there may be uncertainty over the scope, interpretation and administration of such laws and regulations. The Company’s compliance and efforts to mitigate the risk of fines, penalties or other sanctions can result in significant expenses. Legal proceedings that are increasingly lengthy can result in uncertainty over and exposure to liability.
It is difficult to accurately assess the future impact of legislative and regulatory requirements on Moody’s business and its customers’ businesses. For example, new laws and regulations may affect MIS’s communications with issuers as part of the rating assignment process, alter the manner in which MIS’s credit ratings are developed, assigned and communicated, affect the manner in which MIS or its customers or users of credit ratings operate, impact the demand for MIS’s credit ratings and alter the economics of the credit ratings business, including by restricting or mandating business models for CRAs. Further, speculation concerning the impact of legislative and regulatory initiatives and the increased uncertainty over potential liability and adverse legal or judicial determinations may negatively affect Moody’s stock price. Although these legislative and regulatory initiatives apply to CRAs and credit markets generally, they may affect Moody’s in a disproportionate manner. Each of these developments increase the costs and legal risk associated with the issuance of credit ratings and can have a material adverse effect on Moody’s operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized.
In addition, MA derives a significant amount of its sales from banks and other financial services providers who are subject to regulatory oversight. U.S. banking regulators, including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System and the Consumer Financial Protection Board, as well as many state agencies have issued guidance to insured depository institutions and other providers of financial services on assessing and managing risks associated with third-party relationships, which include all business arrangements between a financial services provider and another entity, by contract or otherwise, and generally requires banks and financial services providers to exercise comprehensive oversight throughout each phase of a bank or financial service provider’s business arrangement with third-party service providers, and instructs banks and financial service providers to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships. In light of this, MA’s existing or potential bank and financial services customers subject to this guidance have sought to and may further revise their third-party risk management policies and processes and the terms on which they do business with MA. This can result in delayed or reduced sales to such customers, adversely affect MA’s relationship with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and legal risk under service agreements with such customers.
Moody’s Faces Risks Related to Financial Reforms Outside the U.S. Affecting the Credit Rating Industry and Moody’s Customers.
In addition to the extensive and evolving U.S. laws and regulations governing the industry, foreign jurisdictions have taken measures to regulate CRAs and the markets for credit ratings. In particular, the EU has adopted a common regulatory framework for CRAs operating in the EU and continues to monitor the credit rating industry and analyze approaches that may strengthen existing regulation. Ratings emanating from outside the EU are subject to ESMA’s oversight if they are endorsed into the EU. Additionally, other foreign jurisdictions have recently taken measures to increase regulation of rating agencies and markets for ratings. See “Regulation” in Part 1, Item 1 of this annual report on Form 10-K for more information.
The EU and other jurisdictions, as discussed further below, adopt legislation and engage in rulemaking on an ongoing basis that significantly impacts operations and the markets for the Company's products and services. Future laws and regulations could extend to products and services not currently regulated. These regulations could: (i) affect the need for debt securities to be rated, (ii) expand supervisory remits to include non-EU ratings used for regulatory purposes, (iii) increase the level of competition in the market for credit ratings, (iv) establish criteria for credit ratings or limit the entities authorized to provide credit ratings, and (iv) restrict the collection, use, accuracy, correction and sharing of personal information by CRAs, or (v) regulate pricing (such that fees that are based on costs and are non-discriminatory) on products and services provided by MA such as those products that incorporate ratings and research originated by MIS. Future regulations could also affect products and services the Company offers in the ESG sector (including those offered by Moody’s ESG Solutions Group).
Additionally, as of the date of the filing of this annual report on Form 10-K, there remains uncertainty regarding the impact that Brexit will have on the credit rating industry within the U.K., the EU and other jurisdictions. The U.K. left the EU on January 31, 2020, thereby entering an 11-month implementation period. The Brexit implementation period ended on December 31, 2020. Following the Brexit implementation period, the MIS U.K. registered CRA ceased to be registered with and regulated by ESMA and became subject to regulation by the U.K. Financial Conduct Authority. Regulatory arrangements put in place in both the U.K. and the EU allow credit ratings to be available for regulatory use in both the EU and the U.K. after the end of the Brexit-implementation period. MIS has put arrangements in place to endorse its U.K. credit ratings into the EU and its EU credit ratings into the U.K. The U.K. and the EU are expected to agree by March 2021 to a memorandum of understanding establishing the framework for structured regulatory cooperation on financial services. The contents and extent of the memorandum of understanding are currently unclear, and therefore the impact on Moody’s customers and other stakeholders is currently uncertain.
Both of Moody’s segments face risks related to financial reforms outside the U.S. affecting the credit rating industry and Moody’s customers. MIS is a registered entity and is therefore subject to formal regulation and periodic or other inspections in the EU and other foreign jurisdictions, such as, but not limited to, Hong Kong and China, where it operates through registered subsidiaries. For example:
–In the EU, applicable rules include procedural requirements with respect to ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory rotation requirements of CRAs hired by issuers of securities for ratings of resecuritizations, and restrictions on CRAs or their shareholders if certain ownership thresholds are crossed. Additional procedural and substantive requirements include conditions for the issuance of credit ratings, rules regarding the organization of CRAs, restrictions on activities deemed to create a conflict of interest, including fees that are based on costs and are non-discriminatory, and special requirements for the rating of structured finance instruments.
–In Hong Kong, applicable rules include liability for the intentional or negligent dissemination of false and misleading information and procedural requirements for the notification of certain matters to regulators. In addition, MIS Hong Kong is subject to a code of conduct applicable to CRAs that impose procedural and substantive requirements on the preparation and issuance of credit ratings, restrictions on activities deemed to create a conflict of interest including the disclosure of its compensation arrangements with rated entities and special requirements for the rating of structured finance instruments. A failure to comply with these procedural and substantive requirements also exposes MIS Hong Kong to the risk of regulatory enforcement action which could result in financial penalties or, in serious cases, its ability to conduct credit rating activities in Hong Kong.
–In China, while MIS is not a licensed credit rating agency, it does issue global credit ratings from offices outside of China regarding Chinese issuers. In addition, the Company holds a 30% investment in a credit rating agency licensed in China. China has laws applicable to domestic credit rating agencies as well as foreign investment in such entities and entities in general (including national security review). Such laws are broadly crafted and the implementation and interpretation of such laws are subject to the broad discretion of Chinese regulators, which could affect our ability to conduct business in China.
–In addition, U.S. economic sanctions have increasingly targeted Chinese persons. In response, China recently issued a blocking statute that establishes a framework for limiting the effect of foreign sanctions on Chinese persons. Blocking statutes typically create conflicts of law. An entity that is subject to conflicting laws in multiple jurisdictions may need to determine a means to comply with such laws. Such conflicts could eventually affect the ability of entities to adhere to applicable laws.
With respect to MA, regulators in Europe and other foreign markets in which MA is active have issued guidance similar to that issued in the U.S. relating to financial institutions’ assessment and management of risks associated with third-party relationships. In light of this, MA’s existing or potential bank and financial services customers subject to this guidance have sought and may further revise their third-party risk management policies and processes and the terms on which they do business with MA. This can result in delayed or reduced sales to such customers, adversely affect MA’s relationship with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and legal risk under service agreements with such customers.
Although Moody’s will monitor developments related to financial reforms outside the U.S. affecting the credit rating industry and Moody’s customers, Moody’s cannot predict the extent of such future laws and regulations, and the effect that they will have on Moody’s business or the potential for increased exposure to liability could be significant. For example, compliance with the EU and other foreign regulations may increase costs of operations and could have a significant negative effect on Moody’s operations, profitability or ability to compete, or the markets for its products and services, including in ways that Moody’s presently is unable to predict. In addition, exposure to increased liability under the EU regulations and regulations of other foreign jurisdictions may further increase costs and legal risks associated with the issuance of credit ratings and materially and adversely impact Moody’s results of operations. Financial reforms in the EU and other foreign jurisdictions may have a material adverse effect on Moody’s business, operating results and financial condition.
The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries Related to Rating Opinions and Other Business Practices.
Moody’s faces exposure to litigation and government and regulatory proceedings, investigations and inquiries related to MIS’s ratings actions, as well as other business practices and products within both MIS and MA. If the market value of credit-dependent instruments declines or defaults, whether as a result of difficult economic times, turbulent markets or otherwise, the number of investigations and legal proceedings that Moody’s faces could increase significantly. Parties who invest in securities rated by MIS may pursue claims against MIS or Moody’s for losses they face in their portfolios. For instance, Moody’s faced numerous class action lawsuits and other litigation, government investigations and inquiries concerning events linked to the U.S. subprime residential mortgage sector and broader deterioration in the credit markets during the financial crisis of 2007-2008. Legal proceedings impose additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce their ability to devote time to addressing other business issues, and any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions. Risks relating to legal proceedings are heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations in the U.S. and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify. Moody’s may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time. Furthermore, when Moody’s is unable to achieve dismissals at an early stage and litigation matters proceed to trial, the aggregate legal defense costs incurred by Moody’s increase substantially, as does the risk of an adverse outcome.
Additionally, as litigation or the process to resolve pending matters progresses, Moody’s will continue to review the latest information available and may change its accounting estimates, which could require Moody’s to record or increase liabilities in the consolidated financial statements in future periods. See Note 21 to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces. Due to the number of these proceedings and the significant amount of damages sought, there is a risk that Moody’s will be subject to judgments, settlements, fines, penalties or other adverse results that have a material adverse effect on its business, operating results and financial condition.
The Company Is Exposed to Risks Related to Its Compliance and Risk Management Programs.
Moody’s operates in a number of countries, and as a result the Company is required to comply and quickly adapt with numerous international and U.S. federal, state and local laws and regulations. The Company’s ability to comply with applicable laws and regulations, including anti-corruption, antitrust and securities trading laws, is largely dependent on its establishment and maintenance of compliance, review and reporting systems, as well as its ability to attract and retain qualified compliance and risk management personnel. Moody’s policies and procedures to identify, evaluate and manage the Company’s risks, including risks resulting from acquisitions, may not be fully effective, and Moody’s employees or agents may engage in misconduct, fraud or other errors. It is not always possible to deter such errors, and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. If Moody’s employees violate its policies or if the Company’s risk management methods are not effective, the Company may be subject to criminal and civil liability, the suspension of the Company’s employees, fines, penalties, regulatory sanctions, injunctive relief, exclusion from certain markets or other penalties, and may suffer harm to its reputation, financial condition and operating results.
Moody’s Faces Risks Related to Protecting Its Intellectual Property Rights.
Moody’s considers many aspects of its products and services to be proprietary. Failure to protect the Company’s intellectual property adequately could harm its reputation and affect the Company’s ability to compete effectively. Businesses the Company acquires also involve intellectual property portfolios, which increase the challenges the Company faces in protecting its strategic advantage. In addition, the Company’s operating results can be adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets. The lack of strong legal and technological intellectual property protections in foreign jurisdictions in which we operate may increase our vulnerability and may pose risks to our business. From time to time, laws are passed that require publication of certain information, in some cases at no cost, that the Company considers to be its intellectual property and that it currently sells or licenses for a fee, which could result in lost revenue.
Unauthorized third parties may also try to obtain and use technology or other information that the Company regards as proprietary. It is also possible that Moody’s competitors or other entities could obtain patents related to the types of products and services that Moody’s offers, and attempt to require Moody’s to stop developing or marketing the products or services, to modify or redesign the products or services to avoid infringing, or to obtain licenses from the holders of the patents in order to continue developing and marketing the products and services. Even if Moody’s attempts to assert or protect its intellectual property rights through litigation, it may require considerable cost, time and resources to do so, and there is no guarantee that the Company will be successful. The Company’s ability to establish, maintain and protect its intellectual property and proprietary rights against theft, misappropriation or infringement could be materially and adversely affected by insufficient and/or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets. These risks, and the cost, time and resources needed to address them, may increase as the Company’s business grows and its profile rises in countries with intellectual property regimes that are less protective than the rules and regulations applied in the United States.
Moody’s Faces Risks Related to Tax Matters, Including Changes in Tax Rates or Tax Rules.
As a global company, Moody’s is subject to taxation in the United States and various other countries and jurisdictions. As a result, our effective tax rate is determined based on the taxable income and applicable tax rates in the various jurisdictions in which the Company operates. Moody’s future tax rates could be affected by changes in the composition of earnings in countries or states with differing tax rates or other factors, including by increased earnings in jurisdictions where Moody’s faces higher tax rates, losses incurred in jurisdictions for which Moody’s is not able to realize the related tax benefit, or changes in foreign currency exchange rates. Changes in the tax, accounting and other laws, treaties, regulations, policies and administrative practices, or changes to their interpretation or enforcement, including changes applicable to multinational corporations such as the Base Erosion Profit Shifting initiative being conducted by the Organization for Economic Co-operation and Development, which requires companies to disclose more information to tax authorities on operations around the world, and the European Union’s state aid rulings, could have a material adverse effect on the Company’s effective tax rate, results of operations and financial condition and may lead to greater audit scrutiny of profits earned in various countries.
For example, the Tax Act made significant changes to the U.S. federal tax laws. Many aspects of the legislation remain uncertain or unclear and may not be clarified for some time. As additional regulatory guidance is issued interpreting or clarifying the Tax Act or if the tax accounting rules are modified, there may be adjustments or changes to the Company’s determination of its mandatory one-time deemed repatriation tax liability (“transition tax”) on previously untaxed accumulated earnings of foreign subsidiaries recorded in 2017. Additional regulatory guidance may also affect the Company’s expected future effective tax rates and tax assets and liabilities, which could have a material adverse effect on Moody’s business, results of operations, cash flows and financial condition. Furthermore, the Tax Act may impact the volume of debt securities issued as discussed in the Risk Factor, Changes in the Volume of Debt Securities Issued in Domestic and/or Global Capital Markets, Asset Levels and Flows into Investment Levels and Changes in Interest Rates and Other Volatility in the Financial Markets May Negatively Impact the Nature and Economics of the Company’s Business. Additionally, a change in the Presidential administration and changes in Congress increase the uncertainty with regard to potential changes in the U.S. federal tax laws and the interpretation or enforcement of legislation or directives by tax authorities.
In addition, Moody’s is subject to regular examination of its income tax returns by the Internal Revenue Service and other tax authorities, and the Company is experiencing increased scrutiny as its business grows. Moody’s regularly assesses the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of its provision for income taxes, including unrecognized tax benefits; however, developments in an audit or litigation could materially and adversely affect the Company. Although the Company believes its tax estimates and accruals are reasonable, there can be no assurance that any final determination will not be materially different than the treatment reflected in its historical income tax provisions, accruals and unrecognized tax benefits, which could materially and adversely affect the Company’s business, operating results, cash flows and financial condition.
B. Risks Relating to our Business
The Company is Exposed to Legal, Economic, Operational and Regulatory Risks of Operating in Multiple Jurisdictions.
Moody’s conducts operations in various countries outside the U.S. and derives a significant portion of its revenue from foreign sources. Changes in the economic condition of the various foreign economies in which the Company operates have an impact on the Company’s business. For example, economic uncertainty in the Eurozone or elsewhere, including, but not limited to, in Latin America or China, affects the number of securities offerings undertaken within those particular areas. In addition to the risks addressed elsewhere in this section, operations abroad expose Moody’s to a number of legal, economic and regulatory risks such as:
–exposure to exchange rate movements between foreign currencies and USD;
–restrictions on the ability to convert local currency into USD and the costs, including the tax impact, of repatriating cash held by entities outside the U.S.;
–U.S. laws affecting overseas operations, including domestic and foreign export and import restrictions, tariffs and other trade barriers and restrictions, such as those related to the U.S.’s relationship with China and embargoes and sanctions laws with respect to Russia and Venezuela;
–differing and potentially conflicting legal or civil liability, compliance and regulatory standards, including as a result of Brexit;
–uncertainty about the future relationship between the U.K. and the EU;
–current and future regulations relating to the imposition of mandatory rotation requirements on CRAs hired by issuers of securities;
–uncertain and evolving laws and regulations, including those applicable to the financial services industries, such as the European Union’s implementation of the Markets in Financial Instruments Directive II, MiFID II, in January 2018, and to the protection of intellectual property;
–the transition away from benchmark reference rates based on market participant judgements, such as LIBOR and EURIBOR, to rates based on observable transactions, such as the Secured Overnight Financing Rate (SOFR);
–uncertainty regarding the future relationship between the U.S. and China, which may result in further restrictions or actions by the U.S. government with respect to doing business in China and/or by the Chinese government with respect to business conducted by foreign entities in China;
–economic, political and geopolitical market conditions, including the effect of these conditions on customers and customer retention;
–the possibility of nationalization, expropriation, price controls and other restrictive governmental actions;
–competition with CRAs that have greater familiarity, longer operating histories and/or support from local governments or other institutions;
–uncertainties in obtaining data and creating products and services relevant to particular geographic markets;
–reduced protection for intellectual property rights;
–longer payment cycles and possible problems in collecting receivables;
–differing accounting principles and standards;
–difficulties in staffing and managing foreign operations, including potential relocation and/or restaffing of employees as a result of Brexit;
–difficulties and delays in translating documentation into foreign languages;
–potentially adverse tax consequences; and
–complexities of compliance with employment laws and new data and cybersecurity rules in numerous jurisdictions.
Additionally, Moody’s is subject to complex U.S., foreign and other local laws and regulations that are applicable to its operations abroad, such as laws and regulations governing economic and trade sanctions, tariffs, embargoes, and anticorruption laws including the Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other similar local laws. The internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices the Company has implemented may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies or from material violations of applicable laws and regulations. Any determination that the Company has violated sanctions, anti-bribery or anti-corruption laws could have a material adverse effect on Moody’s business, operating results and financial condition. Compliance with international and U.S. laws and regulations that apply to the Company’s international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies, restrictions on business conduct and could have a material adverse effect on Moody’s reputation, its ability to attract and retain employees, its business, operating results and financial condition.
Moody’s Operations are Exposed to Risks from Infrastructure Malfunctions or Failures.
Moody’s ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports its businesses and the communities in which Moody’s is located, including New York City, the location of Moody’s headquarters, major cities worldwide in which Moody’s has offices, and locations in China used for certain Moody’s work. This may include a disruption involving physical or technological infrastructure (whether or not controlled by the Company), including the Company’s electronic delivery systems, data center facilities, or the Internet, used by the Company or third parties with or through whom Moody’s conducts business. Many of the Company’s products and services are delivered electronically and the Company’s customers depend on the Company’s ability to receive, store, process, transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks. Some of Moody’s operations require complex processes and the Company’s extensive controls to reduce the risk of error inherent in our operations cannot eliminate such risk completely. The Company’s customers also depend on the continued capacity, reliability and security of the Company’s telecommunications, data centers, networks and other electronic delivery systems, including its websites and connections to the Internet. The Company’s employees also depend on these systems for internal use. Any significant failure, compromise, cyber-breach, interruption or a significant slowdown of operations of the Company’s infrastructure, whether due to human error, capacity constraints, hardware failure or defect, weather (including climate change), natural disasters, fire, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic (including the COVID-19 pandemic), war or otherwise, may impair the Company’s ability to deliver its products and services.
Moody’s efforts to secure and plan for potential disruptions of its major operating systems may not be successful. The Company relies on third-party providers, including, increasingly, cloud-based service providers, to provide certain essential services. While the Company believes that such providers are reliable, the Company has limited control over the performance of such providers. To the extent any of the Company’s third-party providers ceases to provide these services in an efficient, cost-effective manner or fails to adequately expand its services to meet the Company’s needs and the needs of the Company’s customers (including as a result of the COVID-19 pandemic), the Company could experience lower revenues and higher costs. Additionally, although the Company maintains processes to prevent, detect and recover from a disruption, the Company also does not have fully redundant systems for most of its smaller office locations and low-risk systems, and its disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of Moody’s locations or systems and its personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with Moody’s customers will suffer. The Company cannot predict with certainty all of the adverse effects that could result from the Company’s failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. A disruption to Moody’s operations or infrastructure may have a material adverse effect on its reputation, business, operating results and financial condition.
Changes in the Volume of Debt Securities Issued in Domestic and/or Global Capital Markets, Asset Levels and Flows into Investment Levels and Changes in Interest Rates and Other Volatility in the Financial Markets Can Negatively Impact the Nature and Economics of the Company’s Business.
Moody’s business is impacted by general economic conditions and volatility in the U.S. and world financial markets. Furthermore, issuers of debt securities may elect to issue securities without ratings or securities which are rated or evaluated by non-traditional parties such as financial advisors, rather than traditional CRAs, such as MIS. A majority of Moody’s credit-rating-based revenue is transaction-based, and therefore it is especially dependent on the number and dollar volume of debt securities issued in the capital markets. Market disruptions and economic slowdown and uncertainty have in the past, and may in the future, negatively impacted the volume of debt securities issued in global capital markets and the demand for credit ratings. Changes to U.S. tax laws and policy can negatively affect the volume of debt securities issued in the U.S. For example, the Tax Act limits deductibility on interest payments and significantly reduces the tax cost associated with the repatriation of cash held outside the U.S., both of which could negatively affect the volume of debt securities issued. Conditions that reduce issuers’ ability or willingness to issue debt securities, such as market volatility, declining growth, currency devaluations or other adverse economic trends, reduce the number and dollar-equivalent volume of debt issuances for which Moody’s provides ratings services and thereby adversely affect the fees Moody’s earns in its ratings business.
Economic and government factors such as a long-term continuation of difficult economic conditions, the scaling back, wind-down or termination of COVID-19 economic stimulus and support programs, and current uncertainty in various other jurisdictions, may have an adverse impact on the Company’s business. Future debt issuances also could be negatively affected by increases in interest rates, widening credit spreads, regulatory and political developments, growth in the use of alternative sources of credit, and defaults by significant issuers. Declines or other changes in the markets for debt securities may materially and adversely affect the Company’s business, operating results and financial condition.
Moody’s initiatives to reduce costs to counteract a decline in its business may not be sufficient and cost reductions may be difficult or impossible to obtain in the short term, due in part to rent, technology, compliance and other fixed costs associated with some of the Company’s operations as well as the need to monitor outstanding ratings. Further, cost-reduction initiatives, including those under-taken to date, could make it difficult for the Company to rapidly expand operations in order to accommodate any unexpected increase in the demand for ratings. Volatility in the financial markets, including changes in the volumes of debt securities and changes in interest rates, may have a material adverse effect on the business, operating results and financial condition, which the Company may not be able to successfully offset with cost reductions.
The Company Faces Increased Pricing Pressure from Competitors and/or Customers.
There is price competition in the credit rating, research, and credit risk management markets, as well as in the market for research, business intelligence and analytical services offered by MA. Moody’s faces competition globally from other CRAs and from investment banks and brokerage firms that offer credit opinions in research, as well as from in-house research operations. Competition for customers and market share has spurred more aggressive tactics by some competitors in areas such as pricing and services, as well as increased competition from non-NRSROs that evaluate debt risk for issuers or investors. At the same time, a challenging business environment and consolidation among both competitors and customers, particularly those involved in structured finance products and commercial real estate, and other factors affecting demand may enhance the market power of competitors and reduce the Company’s customer base. Weak economic growth intensifies competitive pricing pressures and can result in customers’ use of free or lower-cost information that is available from alternative sources or their development of alternative, proprietary systems for assessing credit risk that replace the products currently purchased from Moody’s. While Moody’s seeks to compete primarily on the basis of the quality of its products and services, it can lose market share when its pricing is not sufficiently competitive. In addition, the Reform Act was designed to encourage competition among rating agencies. The formation of additional NRSROs may increase pricing and competitive pressures. Furthermore, in some of the countries in which Moody’s operates, governments may provide financial or other support to local rating agencies. Any inability of Moody’s to compete successfully with respect to the pricing of its products and services will have a material adverse impact on its business, operating results and financial condition.
The Company is Exposed to Reputation and Credibility Concerns.
Moody’s reputation and the strength of its brand are key competitive strengths. To the extent that the rating agency business as a whole or Moody’s, relative to its competitors, suffers a loss in credibility, Moody’s business will be significantly impacted. Factors that may have already affected credibility and could potentially continue to have an impact in this regard include the appearance of a conflict of interest, the performance of securities relative to the rating assigned to such securities, the timing and nature of changes in ratings, a major compliance failure, negative perceptions or publicity and increased criticism by users of ratings, regulators and legislative bodies, including as to the ratings process, including as to the Company’s recent ESG initiatives, and its implementation with respect to one or more securities and intentional, poor representation of our products and services by our partners or agents or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information, social media or other external communications. Operational errors, whether by Moody’s or a Moody’s competitor, could also harm the reputation of the Company or the credit rating industry. Damage to reputation and credibility could have a material adverse impact on Moody’s business, operating results and financial condition, as well as on the Company’s ability to find suitable candidates for acquisition.
The Introduction of Competing Products, Technologies or Services by Other Companies Can Negatively Impact the Nature and Economics of the Company’s Business.
The markets for credit ratings, research, credit risk management services, research, business intelligence and analytical services are highly competitive and characterized by rapid technological change, changes in customer and investor demands, and evolving regulatory requirements, industry standards and market preferences. The ability to develop and successfully launch and maintain innovative products, technologies and services that anticipate customers’ and investors’ changing requirements and utilize emerging technological trends in a timely and cost-effective manner is a key factor in maintaining market share. Moody’s competitors include both established companies with significant financial resources, brand recognition, market experience and technological expertise, and smaller companies which may be better poised to quickly adopt new or emerging technologies or respond to customer requirements. Competitors may develop quantitative methodologies or related services for assessing credit risk that customers and market participants may deem preferable, more cost-effective or more valuable than the credit risk assessment methods currently employed by Moody’s, or may position, price or market their products in manners that differ from those utilized by Moody’s. Moody’s also competes indirectly against consulting firms and technology and information providers, some of whom are also suppliers to Moody’s; these indirect competitors could in the future choose to compete directly with Moody’s, cease doing business with Moody’s or change the terms under which it does business with Moody’s in a way that could negatively impact our business. In addition, customers or others may develop alternative, proprietary systems for assessing credit risk. Such developments could affect demand for Moody’s products and services and its growth prospects. Further, the increased availability in recent years of free or relatively inexpensive internet information may reduce the demand for Moody’s products and services. Moody’s growth prospects also could be adversely affected by Moody’s failure to make necessary or optimal capital infrastructure expenditures and improvements and the inability of its information technologies to provide adequate capacity and capabilities to meet increased demands of producing quality ratings and research products at levels achieved by competitors. Any inability of Moody’s to compete successfully may have a material adverse effect on its business, operating results and financial condition.
Moody’s Is Exposed to Risks Related to Loss of Key Employees and Related Compensation Cost Pressures.
Moody’s success depends upon its ability to recruit, retain and motivate highly skilled, experienced financial analysts and other professionals. Competition for skilled individuals in the financial services industry is intense, and Moody’s ability to attract high quality employees could be impaired if it is unable to offer competitive compensation and other incentives or if the regulatory environment mandates restrictions on or disclosures about individual employees that would not be necessary in competing industries. As greater focus has been placed on executive compensation at public companies, in the future, Moody’s may be required to alter its compensation practices in ways that adversely affect its ability to attract and retain talented employees. Investment banks, investors and competitors may seek to attract analyst talent by providing more favorable working conditions or offering significantly more attractive compensation packages than Moody’s. Moody’s also may not be able to identify and hire the appropriate qualified employees in some markets outside the U.S. with the required experience or skills to perform sophisticated credit analysis. Additionally, relocation and/or restaffing of employees due to Brexit could adversely affect our ability to attract and retain talent for our European operations. There is a risk that even when the Company invests significant resources in attempting to attract, train and retain qualified personnel, it will not succeed in its efforts, and its business could be harmed.
Moody’s is highly dependent on the continued services of Robert Fauber, the President and Chief Executive Officer, and other senior officers and key employees. The loss of the services of skilled personnel for any reason and Moody’s inability to replace them with suitable candidates quickly or at all, as well as any negative market perception resulting from such loss, could have a material adverse effect on Moody’s business, operating results and financial condition.
Moody’s Acquisitions, Dispositions and Other Strategic Transactions or Investments May Not Produce Anticipated Results Exposing the Company to Future Significant Impairment Charges Relating to Its Goodwill, Intangible Assets or Property and Equipment.
Moody’s regularly evaluates and enters into acquisition, disposition or other strategic transactions and investments to strengthen its business and grow the Company. For example, Moody’s acquired Bureau van Dijk in 2017, Reis in 2018, and Regulatory DataCorp (RDC) in February 2020. Such transactions and investments present significant challenges and risks. The Company faces intense competition for acquisition targets, especially in light of industry consolidation, which may affect Moody’s ability to complete such transactions on favorable terms or at all. Additionally, the Company makes significant investments in technology, including software for internal use, which can be expensive, time-intensive and complex to develop and implement.
Any strategic transaction involves a number of risks, including unanticipated challenges regarding integration of operations, technologies and new employees; the existence of liabilities or contingencies not disclosed to or otherwise known by the Company prior to closing a transaction; unexpected regulatory and operating difficulties and expenditures; scrutiny from competition and antitrust authorities; failure to retain key personnel of the acquired business; future developments that impair the value of purchased goodwill or intangible assets; diversion of management’s focus from other business operations; failure to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies; disputes or litigation arising out of acquisitions or dispositions; challenges retaining the customers of the acquired business; coordination of product, sales, marketing and program and systems management functions; integration of employees from the acquired business into Moody’s organization; integration of the acquired business’s accounting, information technology, human resources, legal and other administrative systems with Moody’s; risks that acquired systems expose us to cybersecurity risks; and for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political, and regulatory risks associated with specific countries. The anticipated benefits from an acquisition or other strategic transaction or investment may not be realized fully, or may take longer to realize than expected. As a result, the failure of acquisitions, dispositions and other strategic transactions and investments to perform as expected may have a material adverse effect on Moody’s business, operating results and financial condition.
At December 31, 2020, Moody’s had $4,556 million of goodwill and $1,824 million of intangible assets on its balance sheet. Approximately 93% of the goodwill and intangible assets reside in the MA business, including those related to Bureau van Dijk, and are allocated to the five reporting units within MA: Content; ERS; MALS; Bureau van Dijk; and Reis. The remaining 7% of goodwill and intangible assets reside in MIS and primarily relate to ICRA. Failure to achieve business objectives and financial projections in any of these reporting units could result in a significant asset impairment charge, which would result in a non-cash charge to operating expenses. Goodwill and intangible assets are tested for impairment on an annual basis and also when events or changes in circumstances indicate that impairment may have occurred. Determining whether an impairment of goodwill exists can be especially difficult in periods of market or economic uncertainty and turmoil, and requires significant management estimates and judgment. In addition, the potential for goodwill impairment is increased during periods of economic uncertainty. An asset impairment charge could have a material adverse effect on Moody’s business, operating results and financial condition.
The global COVID-19 pandemic may have a material adverse impact on our operations and financial performance, and is having a material adverse impact on the operations and financial performance of many of our customers. It is difficult to predict the extent to which the pandemic and related impacts will adversely impact our business operations, financial performance, results of operations, financial position and the achievement of our strategic objectives.
Our operations and financial performance could be negatively impacted by the COVID-19 pandemic that has caused, and is expected to continue to cause, the global slowdown of economic activity and significant volatility and disruption in financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences continue to be uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and financial performance, as well as its impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and workforce pressures); the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; uncertainty presented by approved vaccines, corresponding rollout and unanticipated consequences of such vaccine; and the pace of recovery when the COVID-19 pandemic subsides.
The COVID-19 pandemic has subjected our operations and financial performance to a number of risks, including, but not limited to, those discussed below:
–The global credit market disruptions and economic stimulus measures led to robust U.S. investment grade and U.S. speculative grade issuance that may not continue as government programs are scaled back, wound down or terminated and as issuers reassess their capital position and liquidity needs.
–We continue to publish research and issue credit ratings in accordance with our public credit rating methodologies in a highly uncertain, rapidly changing environment where it is difficult to predict the impact the COVID-19 pandemic has had on the operations and financial performance of many of our rated issuers. Given these unprecedented events, and our prior experience during periods of volatility and economic uncertainty, it is likely that our ratings and research will be challenged around the globe by the press, rated entities, investors and government agencies and officials. Such scrutiny has impacted and may continue to impact our reputation, brand and credibility and result in future government and regulatory proceedings, investigations, inquiries and litigation.
–Likewise, MA continues to offer quantitative analytics in a highly uncertain, rapidly changing environment where it is difficult to accurately capture the impact of the COVID-19 pandemic within its analytical models across different business sectors and geographies. Any failure of MA’s models to sufficiently account for COVID-19 impacts may impact MA”s reputation, brand and credibility and could result in customer dissatisfaction and/or contract cancellations.
–Illness, travel restrictions or workforce disruptions could result in reduced sales opportunities for both MIS and MA and result in an extension of the MA sales cycles on existing opportunities as well as higher attrition rates and/or lower yields on renewable contracts.
–The COVID-19 pandemic may decrease demand for the financial intelligence and analytical tools MA provides, in particular in the event that MA’s customers come under financial pressure and reduce spending for the types of products and services offered by MA.
–Our customers are being impacted and will be impacted by the COVID-19 pandemic to differing degrees. Some of our customers may go out of business or lose access to market-based sources of capital, or experience significant spending constraints and layoffs, reducing the number of issuers in the market, issuance volume and demand for our products and services. As a result, we may face pricing pressure on our products, delayed renewals for certain subscription based products, and challenges to new sales which would in turn reduce revenue, ultimately impacting our results of operations.
–The COVID-19 pandemic has increased volatility in the capital markets. The Company might not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.
–While we have transitioned to remote work for all employees globally, maintaining such a state for an extended period of time may have a material adverse effect on our productivity, our ability to meet the needs of our customers and may expose us to both operational and security risks. In addition, maintaining an infrastructure that supports a prolonged remote working environment may limit information technology resources available for other projects.
–As the COVID-19 pandemic continues to affect the global economy, it may have the effect of heightening many of the other risks, such as those surrounding cybersecurity, described in our risk factors in this Form 10-K. Further, the COVID-19 pandemic may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.
C. Technology Risks
The Company is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information.
The Company’s operations rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information relating to its business operations and confidential and sensitive information about its customers and employees in the Company’s computer systems and networks, and in those of its third party vendors. The risks the Company faces range from cyber-attacks common to most industries, to more advanced threats that target the Company because of its prominence in the global marketplace, or due to its ratings of sovereign debt. Breaches of Moody’s or Moody’s vendors’ technology and systems, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware, or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions, may result in manipulation or corruption of sensitive data, material interruptions or malfunctions in the Company’s or such vendors’ web sites or systems, applications, data processing, or disruption of other business operations, or may compromise the confidentiality and integrity of material information held by the Company (including information about Moody’s business, employees or customers), as well as sensitive personally identifiable information (PII), the disclosure of which could lead to identity theft. Measures that Moody’s takes to avoid, detect, mitigate or recover from material incidents can be expensive, and may be insufficient, circumvented, or may become ineffective. Further, the Company may be exposed to additional threats as the Company migrates its data from legacy systems to cloud-based solutions, and increased dependence on third parties to store cloud-based data subjects the Company to further cyber risks.
The Company has invested and continues to invest in risk management and information security measures in order to protect its systems and data, including employee training, disaster plans, and technical defenses. The cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex, and sophisticated global cyber threats. Despite the Company’s best efforts, it is not fully insulated from, and has in the past experienced, security threats and system disruptions. Although past incidents have not had a material adverse effect on the Company's operating results, there can be no assurance of a similar result in the future. Because the methods used for these systems cyberattacks are rapidly changing, the Company, despite significant focus and investment, may be unable to anticipate/deploy sufficient protections against such incidents. Further, the extent of a particular security incident and the steps needed to investigate may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident, including the extent of the harm and how best to remediate it, is known. Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-attacks, and may in the future result in heightened cybersecurity compliance requirements, including additional regulatory expectations for oversight of vendors and service providers. Cybersecurity incidents, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data, could cause reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard the Company’s customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by the Company. In addition, disclosure or media reports of actual or perceived security vulnerabilities to the Company’s systems or those of the Company’s third parties, even if no breach has been attempted or occurred, could lead to reputational harm, loss of customers and revenue, or increased regulatory actions oversight and scrutiny.
Any of the foregoing may have a material adverse effect on Moody’s business, operating results and financial condition.
The Company is Exposed to Risks Related Protection of Confidential Information
To conduct its operations, the Company regularly moves data across national borders, and consequently is subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to Moody’s is often uncertain and may be conflicting, particularly with respect to foreign laws. For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union privacy law and added a broad array of requirements for processing personal data, including the public disclosure of significant data breaches. Failure to comply with GDPR requirements could result in penalties of up to 4% of annual worldwide revenue. Additionally, other countries have enacted or are enacting data localization laws that require data to stay within their borders. Further, laws such as the California Consumer Privacy Act, enacted in January 2020, will, among other things, require covered companies to provide new disclosures to consumers, and affords consumers new abilities to opt-out of certain sales of personal information. The effects of non-compliance with the CCPA and other similar data privacy laws in other jurisdictions are significant, however, and may require us to modify our data processing practices and policies and to incur additional costs and expenses. All of these evolving compliance and operational requirements have required changes to certain business practices, thereby increasing costs, requiring significant management time and attention, and subjecting the Company to negative publicity, as well as remedies that may harm its business, including fines, modified demands or orders. the cessation of existing business practices, and exposure to litigation, regulatory actions, sanctions or other statutory penalties.
The Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network Infrastructure (Together, “Third Party Technology”), and Any Reduction in Third-Party Product Quality or Service Offerings, Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of Operations.
Moody’s relies on Third Party Technology in connection with its product development and offerings and operations. The Company depends on the ability of Third Party Technology providers to deliver and support reliable products, enhance their current products, develop new products on a timely and cost-effective basis, provide data necessary to develop and maintain its products and respond to emerging industry standards and other technological changes. The Third Party Technology Moody’s uses can become obsolete or restrictive, incompatible with future versions of the Company’s products, fail to be comprehensive or accurate, unavailable or fail to operate effectively (including as a result of the COVID-19 pandemic), and Moody’s business could be adversely affected when the Company is unable to timely or effectively replace such Third Party Technology.
The Company also monitors its use of Third Party Technology to comply with applicable license and other contractual requirements. Despite the Company’s efforts, the Company cannot ensure that such third parties will permit Moody’s use in the future, resulting in increased Third Party Technology acquisition costs and loss of rights. In addition, the Company’s operating costs could increase if license or other usage fees for Third Party Technology increase or the efforts to incorporate enhancements to Third Party Technology are substantial. In the ordinary course, our third-parties, including our vendors, are subject to various forms of cyber attacks. To date, such attacks have not resulted in a material adverse impact to our business operations, but there can be no guarantee we will not experience such an impact. Some of these third-party suppliers are also Moody’s competitors, increasing the risks noted above. When any of these risks materialize, they could have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Moody’s corporate headquarters is located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, with approximately 797,537 square feet of leased space. As of December 31, 2020, Moody’s operations were conducted from 26 U.S. offices and 98 non-U.S. office locations, all of which are leased. These properties are geographically distributed to meet operating and sales requirements worldwide. These properties are generally considered to be both suitable and adequate to meet current operating requirements.
ITEM 3. LEGAL PROCEEDINGS
For information regarding legal proceedings, see Part II, Item 8 –“Financial Statements”, Note 21 “Contingencies” in this Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Information in response to this Item is set forth under the captions below.
MOODY’S PURCHASES OF EQUITY SECURITIES
For the three months ended December 31, 2020:
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Period
|
|
Total Number of Shares Purchased (1)
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|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under The Program (2)
|
October 1- 31
|
|
2,306
|
|
|
$
|
—
|
|
|
—
|
|
|
$1,081 million
|
November 1- 30
|
|
396,164
|
|
|
$
|
277.73
|
|
|
395,735
|
|
|
$971 million
|
December 1- 31
|
|
511,332
|
|
|
$
|
278.92
|
|
|
502,196
|
|
|
$831 million
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Total
|
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909,802
|
|
|
$
|
278.40
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|
|
897,931
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(1)Includes surrender to the Company of 2,306, 429 and 9,136 shares of common stock in October, November and December, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
(2)As of the last day of each of the months. On October 22, 2018, the Board approved $1 billion in share repurchase authority, which was fully utilized during 2020. On December 16, 2019, the Board approved an additional $1 billion in share repurchase authority, which at December 31, 2020 had approximately $831 million of remaining authority. Additionally, on February 9, 2021, the Board approved an additional $1.0 billion of share repurchase authority. There is no established expiration date for either of the aforementioned remaining authorizations.
During the fourth quarter of 2020, Moody’s issued 0.2 million shares under employee stock-based compensation plans.
COMMON STOCK INFORMATION
The Company’s common stock trades on the New York Stock Exchange under the symbol “MCO”. The number of registered shareholders of record at January 31, 2021 was 1,721. A substantially greater number of the Company’s common stock is held by beneficial holders whose shares of record are held by banks, brokers and other financial institutions.
EQUITY COMPENSATION PLAN INFORMATION
The table below sets forth, as of December 31, 2020, certain information regarding the Company’s equity compensation plans.
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2)
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|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a))
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(a)
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(b)
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(c)
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|
Equity compensation plans approved by security holders
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3,167,939
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(1)
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|
$
|
133.95
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|
|
17,620,777
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(3)
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Equity compensation plans not approved by security holders
|
|
—
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|
|
|
$
|
—
|
|
|
—
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|
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Total
|
|
3,167,939
|
|
|
|
$
|
133.95
|
|
|
17,620,777
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|
(1)Includes 2,505,011 options and unvested restricted shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan and 5,418 unvested restricted shares outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan. This number also includes a maximum of 657,510 performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of 200% of the target award for performance shares granted in 2018, 2019 and 2020. Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is 328,755.
(2)Does not reflect unvested restricted shares or performance share awards included in column (a) because these awards have no exercise price.
(3)Includes 14,102,262 shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and 8,032,220 may be issued as restricted stock, performance shares or other stock-based awards under the 2001 Stock Incentive Plan and 887,433 shares available for issuance as options, shares of restricted stock or performance shares under the 1998 Directors Plan, and 2,631,082 shares available for issuance under the Company’s Employee Stock Purchase Plan. No new grants may be made under the 1998 Stock Incentive Plan, which expired by its terms in June 2008.
PERFORMANCE GRAPH
The following graph compares the total cumulative shareholder return of the Company to the performance of Standard & Poor’s 500 Composite Index and the Russell 3000 Financial Services Index. Both of the aforementioned indexes are easily accessible to the Company’s shareholders in newspapers, the internet and other readily available sources for purposes of the following graph.
The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, 2015. The comparison also assumes the reinvestment of dividends, if any. The total return for the common stock was 206% during the performance period as compared with a total return during the same period of 103% and 84% for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Moody’s Corporation, the S&P 500 Index
and the Russell 3000 Financial Services Index
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Year Ended December 31,
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2015
|
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2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Moody’s Corporation
|
$
|
100.00
|
|
|
$
|
95.41
|
|
|
$
|
151.24
|
|
|
$
|
145.03
|
|
|
$
|
248.37
|
|
|
$
|
306.18
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|
|
S&P 500 Composite Index
|
$
|
100.00
|
|
|
$
|
111.96
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|
|
$
|
136.40
|
|
|
$
|
130.42
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|
|
$
|
171.49
|
|
|
$
|
203.04
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|
|
Russell 3000—Financial Services Index
|
$
|
100.00
|
|
|
$
|
117.96
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|
|
$
|
141.49
|
|
|
$
|
129.67
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|
|
$
|
172.37
|
|
|
$
|
183.75
|
|
|
The comparisons in the graph above are provided in response to disclosure requirements of the SEC and are not intended to forecast or be indicative of future performance of the Company’s common stock.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of financial condition and results of operations should be read in conjunction with the Moody’s Corporation consolidated financial statements and notes thereto included elsewhere in this annual report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 71 and Item 1A. “Risk Factors” commencing on page 29 for a discussion of uncertainties, risks and other factors associated with these statements.
THE COMPANY
Moody’s is a global integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two segments: MIS and MA.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities. Revenue is primarily derived from the originators and issuers of such transactions who use MIS ratings in the distribution of their debt issues to investors. Additionally, MIS earns revenue from certain non-ratings-related operations, which consist primarily of financial instrument pricing services in the Asia-Pacific region, revenue from providing ESG research, data and assessments and revenue from ICRA’s non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
MA is a global provider of data and analytic solutions which help companies make better and faster decisions. MA’s analytic models, industry insights, software tools and proprietary data assets allow companies to inform and perform many critical business activities with trust and confidence. MA’s approach to aggregating, broadening and deepening available data, research, analytic tools and software solutions fosters a more integrated and efficient delivery to MA's customers resulting in better decisions around risks and opportunities.
COVID-19
The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. While the Company has selectively reopened certain of its offices, Moody’s continues to require remote work for most employees globally and has operated effectively to date. The Company continues to monitor regional developments relating to the COVID-19 pandemic to inform decisions on the reopening of its offices.
The Company experienced disruption in certain sectors of its business beginning late in the first quarter of 2020 resulting from market volatility associated with the COVID-19 crisis. However, at the date of the filing of this annual report on Form 10-K, the Company is unable to predict either the potential near-term or longer-term impact that the COVID-19 crisis may have on its financial position and operating results due to numerous uncertainties regarding the duration and severity of the crisis, including the length of time to distribute a vaccine. As a result, it is reasonably possible that the Company could experience material impacts including, but not limited to: reductions in revenue and cash flows; additional credit losses related to accounts receivables; asset impairment charges; and changes in the funded status of defined benefit pension plans. While it is reasonably possible that the COVID-19 crisis could impact the results of operations and cash flows of the Company in the near term, Moody's believes that it has adequate liquidity to maintain its operations with minimal disruption and to maintain compliance with its debt covenants.
In 2020, in order to maximize liquidity and to increase available cash on hand through this period of uncertainty, the Company added $700 million in additional long-term borrowings as more fully discussed in the section entitled "Liquidity and Capital Resources" below and in Note 18 to the consolidated financial statements. In addition, the Company reduced discretionary spending, including temporarily suspending its share repurchase program beginning late in the first quarter of 2020 and spanning through the third quarter. The Company resumed its share repurchase program in the fourth quarter of 2020.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The Company utilized certain provisions in the CARES Act and other IRS guidance which permit the deferral of certain income and payroll tax remittances.
CRITICAL ACCOUNTING ESTIMATES
Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its estimates, including those related to revenue recognition, accounts receivable allowances, contingencies, restructuring, goodwill, long-lived assets (including acquired intangible assets), leases, pension and other retirement benefits and income taxes. Actual results may differ from these estimates under different assumptions or conditions. The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that are uncertain at the time the accounting estimates are made and changes to those estimates could have a material impact on the Company’s consolidated results of operations or financial condition.
Goodwill
On July 31st of each year, Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MIS and MA), or one level below an operating segment (i.e., a component of an operating segment).
The Company has seven primary reporting units at December 31, 2020: two within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations) and five reporting units within MA: Content, ERS, MALS, Bureau van Dijk and Reis. The Content reporting unit offers subscription-based research, data and analytical products, including credit ratings produced by MIS, credit research, quantitative credit scores and other analytical tools, economic research and forecasts, business intelligence and company information products. The ERS reporting unit provides products and services that support the credit risk management and regulatory compliance activities of financial institutions and also provides advanced actuarial software for the life insurance industry. These products and services are primarily delivered via software that is licensed on a perpetual basis or sold on a subscription basis. The MALS reporting unit consists of the portion of the MA business that offers both credit training as well as other professional development training. The Bureau van Dijk reporting unit primarily consists of the Bureau van Dijk business and the newly acquired RDC and AM businesses, and provides business intelligence and company information products. The Reis reporting unit, which consists of the Reis business and newly acquired Catylist business, provides commercial real estate market information and analytical tools.
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, realignments of reporting units or if there are indicators of potential impairment. For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years.
Interim goodwill impairment assessments performed in 2020 in advance of the Company's annual assessment
During the first half of 2020, the observable market capitalization of ICRA declined to a level that resulted in a significant decline in headroom (the amount by which the fair value of a reporting unit exceeds its carrying value) from amounts reported in the Company's Form 10-K for the year ended December 31, 2019. ICRA is a publicly traded company in India, and accordingly the Company is able to derive its fair value based on its observable average market capitalization (plus a control premium) over a relatively short duration of time. While the estimate of the fair value of the ICRA reporting unit resulted in no impairment of goodwill in the first half of 2020, further declines in ICRA's average market capitalization could result in impairment in future quarters. As of the date of the filing of this annual report on Form 10-K, the ICRA market capitalization reflects a level that does not result in impairment.
As discussed in further detail in Note 10 to the Company's consolidated financial statements, ICRA has disclosed that it completed the internal examinations it conducted into anonymous allegations that were forwarded to ICRA by SEBI, certain additional allegations made during the course of that examination, and a separate anonymous complaint. ICRA reported that its Board of Directors have taken appropriate actions based on the findings of the completed examinations. As of the date of this annual report on Form 10-K, the Company is unable to estimate the financial impact, if any, that may result from a potential unfavorable conclusion of these matters or any other ICRA inquiry. An unfavorable resolution of such matters may negatively impact ICRA’s future operating results, which could result in an impairment of goodwill and amortizable intangible assets in future quarters.
At June 30, 2020, the Company performed an interim quantitative goodwill impairment assessment on the Reis reporting unit (acquired in October 2018), which resulted in no impairment of goodwill. The Company performed this quantitative assessment in response to a decline in projected cash flows relative to Reis' acquisition case projections and included the estimated impact of the COVID-19 crisis on the business. While the fair value at June 30, 2020 of the Reis reporting unit exceeded its carrying value, further declines in its financial projections could result in impairment in future quarters.
Annual goodwill impairment assessment performed at July 31, 2020
At July 31, 2020, the Company performed qualitative assessment for each of the reporting units. The qualitative analyses resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.
Determining the fair value of a reporting unit or an indefinite-lived acquired intangible asset involves the use of significant estimates and assumptions, which are more fully described below. In addition, the Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units.
Other assets and liabilities, including applicable corporate assets, are allocated to the extent they are related to the operation of respective reporting units.
Sensitivity Analysis and Key Assumptions for Deriving the Fair Value of a Reporting Unit
The following table identifies the amount of goodwill allocated to each reporting unit as of December 31, 2020 and the amount by which the net assets of each reporting unit would exceed the fair value under Step 2 of the goodwill impairment test as prescribed in ASC Topic 350, assuming hypothetical reductions in their fair values as of the date of the last quantitative goodwill impairment assessment for each reporting unit (June 30, 2020 for ICRA and Reis; July 31, 2019 for all remaining reporting units).
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensitivity Analysis
|
|
|
|
Deficit Caused by a Hypothetical Reduction to Fair Value
|
|
Goodwill
|
|
10
|
%
|
|
20
|
%
|
|
30
|
%
|
|
40
|
%
|
MIS
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Content
|
381
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
ERS
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
MALS
|
127
|
|
|
—
|
|
|
—
|
|
|
(12)
|
|
|
(37)
|
|
ICRA
|
212
|
|
|
—
|
|
|
(2)
|
|
|
(44)
|
|
|
(85)
|
|
Bureau van Dijk
|
2,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(266)
|
|
Reis
|
191
|
|
|
—
|
|
|
(22)
|
|
|
(48)
|
|
|
(74)
|
|
Totals
|
$
|
4,556
|
|
|
$
|
—
|
|
|
$
|
(24)
|
|
|
$
|
(104)
|
|
|
$
|
(462)
|
|
Methodologies and significant estimates utilized in determining the fair value of reporting units:
The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units as of the date of each reporting unit’s last quantitative assessment (June 30, 2020 for Reis and ICRA; and July 31, 2019 for the remaining reporting units). As ICRA is a publicly traded company in India, the Company estimates its fair value using its observable market capitalization.
The fair value of each reporting unit, excluding ICRA, was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples. The discounted cash flow analysis requires significant estimates, including projections of future operating results and cash flows of each reporting unit that are based on internal budgets and strategic plans, expected long-term growth rates, terminal values, weighted average cost of capital and the effects of external factors and market conditions. Changes in these estimates and assumptions could materially affect the estimated fair value of each reporting unit that could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. Moody’s allocates newly acquired goodwill to reporting units based on the reporting unit expected to benefit from the acquisition.
The sensitivity analysis on the future cash flows and WACC assumptions described below are as of each reporting unit’s last quantitative goodwill impairment assessment. The following discusses the key assumptions utilized in the discounted cash flow valuation methodology that require significant management judgment:
–Future cash flow assumptions - The projections for future cash flows utilized in the models are derived from historical experience and assumptions regarding future growth and profitability of each reporting unit. These projections are consistent with the Company’s operating budget and strategic plan. Beyond the forecasted period, a terminal value was determined using a perpetuity growth rate based on inflation and real GDP growth rates. A sensitivity analysis of the revenue growth rates was performed on all reporting units. For each reporting unit analyzed, a 10% reduction in the revenue growth rates used would not have resulted in its carrying value exceeding its estimated fair value.
–WACC - The WACC is the rate used to discount each reporting unit’s estimated future cash flows. The WACC is calculated based on the proportionate weighting of the cost of debt and equity. The cost of equity is based on a risk-free interest rate and an equity risk factor, which is derived from public companies similar to the reporting unit and which captures the perceived risks and uncertainties associated with the reporting unit’s cash flows. The cost of debt component is calculated as the weighted average cost associated with all of the Company’s outstanding borrowings as of the date of the impairment test and was immaterial to the computation of the WACC. The cost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies with similarities to the reporting unit being tested. The WACC applied in each reporting unit's last quantitative test ranged from 8.5% to 9.0%. Differences in the WACC used between reporting units is primarily due to distinct risks and uncertainties regarding the cash flows of the different reporting units. A sensitivity analysis of the WACC was performed on all reporting units. For each reporting unit analyzed, an increase in the WACC of one percentage point would not result in the carrying value of the reporting unit exceeding its fair value.
Long-lived assets
Long-lived assets, which consist primarily of amortizable intangible assets, operating lease ROU assets and property and equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Under the first step of the recoverability assessment, Moody's compares the estimated undiscounted future cash flows attributable to the asset or asset group to its carrying value. If the undiscounted future cash flows are greater than the carrying value, no further assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds with step two of the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or asset group and recognize an impairment loss if the carrying amount exceeds its fair value. In performing this assessment, Moody's must include assumptions that market participants would use in their estimates of fair value, including the estimated future cash flows and discount rate. Moody's must apply judgment in developing estimated future cash flows and in the determination of market participant assumptions.
Income Taxes
The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company’s tax assets and liabilities are affected by the amounts charged for services provided and expenses incurred as well as other tax matters such as intercompany transactions. The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.
The Company is subject to tax audits in various jurisdictions. The Company regularly assesses the likely outcomes of such audits in order to determine the appropriateness of liabilities for UTPs. The Company classifies interest related to income taxes as a component of interest expense in the Company’s consolidated financial statements and associated penalties, if any, as part of other non-operating expenses.
For UTPs, ASC Topic 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. As the determination of liabilities related to UTPs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s operating results or financial condition.
On December 22, 2017, the Tax Act was signed into law, which resulted in significant changes to U.S. corporate tax laws. The Tax Act includes a mandatory one-time deemed repatriation tax (“transition tax”) on previously untaxed accumulated earnings of foreign subsidiaries and reduces the statutory federal corporate income tax rate from 35% to 21%. From enactment of the Tax Act through December 31, 2018, the Company recorded a provision of $236 million related to the transition tax. In addition, the Company has recorded a deferred tax asset of $50 million related to potential foreign tax credits which could be realized if certain UTPs resulted in tax assessments. The transition tax liability reported on the Company’s 2017 and 2018 tax returns is payable over eight years starting in 2018 and will not accrue interest.
Pursuant to the Tax Act being signed into law, all previously undistributed foreign earnings became subject to U.S. tax. In light of U.S. tax reform, the Company has reassessed its capital allocation strategy, including reevaluating its global cash position and revising its plans for repatriating or reinvesting foreign earnings. The Company regularly evaluates in which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested outside of the U.S.
Revenue Recognition and Costs to Obtain a Contract with a Customer
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The discussion below outlines areas of the Company’s revenue recognition process that require significant management judgment and estimates. Refer to Note 2 of the consolidated financial statements for a comprehensive discussion regarding the Company’s accounting policies relating to the recognition of revenue and costs to obtain a contract with a customer.
Determination of performance obligations:
When contracts with customers contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct.
In the Company’s MIS segment, revenue arrangements with multiple elements are generally comprised of two distinct performance obligations; the initial rating and the related monitoring services. Revenue attributed to initial ratings of issued securities is generally recognized when the rating is delivered to the issuer, whereas revenue from monitoring related to MIS’s ratings is recognized ratably over the period in which the monitoring is performed.
In the MA segment, contracts with customers often include promises to transfer multiple products and services to a customer. When arrangements for software, content or SaaS licenses also include related implementation services, the Company may be required to exercise significant judgment in determining the level of integration and interdependency between the promise to grant the software license and the promise to deliver the related implementation services. This determination influences whether the software license is considered distinct and accounted for separately (with revenue generally being recognized at the time the product master or first copy is delivered or transferred to the customer), or not distinct and accounted for together with the implementation services (with revenue being recognized on a percentage-of-completion basis as implementation services are performed).
Allocating consideration to performance obligations:
Management judgment is also required in the determination of the SSP, which is utilized to allocate the transaction price to each distinct performance obligation at contract inception when the contract includes multiple distinct performance obligations.
In the MIS segment, the SSP for both ratings and monitoring services is generally based upon directly observable selling prices where the rating or monitoring service is sold separately.
In the MA segment, for performance obligations where an observable price exists, such as PCS, the observable price is utilized. If an observable price does not currently exist, the Company will utilize management’s best estimate of SSP for that good or service using estimation methods that maximize the use of observable data points.
The SSP in both segments is usually apportioned along the lines of class of customer, nature of product/services, and other attributes related to those products and services. Once SSP is determined for each performance obligation, the transaction price, including any discount, is allocated based on the relative SSP of the separate performance obligations.
Costs to Obtain a Contract with a Customer:
Costs incurred to obtain customer contracts, such as sales commissions, are deferred and recorded within other current assets and other assets when such costs are determined to be incremental to obtaining a contract, would not have been incurred otherwise and the Company expects to recover those costs. These costs are amortized to expense on a systematic basis consistent with the transfer of products or services to the customer for which the asset relates. Depending on the line of business to which the contract relates, this amortization period may be based upon the average economic life of the products sold or average period for which services are provided, inclusive of anticipated contract renewals.
Contingencies
Accounting for contingencies, including those matters described in Note 21 to the consolidated financial statements, is highly subjective and requires the use of judgments and estimates in assessing their magnitude and likely outcome. In many cases, the outcomes of such matters will be determined by third parties, including governmental or judicial bodies. The provisions made in the consolidated financial statements, as well as the related disclosures, represent management’s best estimates of the current status of such matters and their potential outcome based on a review of the facts and in consultation with outside legal counsel where deemed appropriate. The Company regularly reviews contingencies and as new information becomes available may, in the future, adjust its associated liabilities.
For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances, when a loss is reasonably possible but uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material.
As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
Accounts Receivable Allowances
On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” as more fully described in Note 1 to the consolidated financial statements. As the Company's accounts receivable are short-term in nature, the adoption of this ASU did not have a material impact to the Company's allowance for bad debts or its policies and procedures for determining the allowance.
In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics including historical credit loss patterns and industry or class of customers to calculate reserve rates. The Company uses an aging method for developing its allowance for credit losses by which receivable balances are grouped based on aging category. A reserve rate is calculated for each aging category which is generally based on historical information, and is adjusted, when necessary, for current conditions (e.g., macroeconomic or industry related) and reasonable and supportable forecasts about the future. The Company also considers customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Expected credit losses are reflected as additions to the accounts receivable allowance. Actual uncollectible account write-offs are recorded against the allowance.
In 2020, Moody's assessment included consideration of the current COVID-19 pandemic and its estimated impact on the Company's accounts receivable allowances. This assessment involved the utilization of significant judgment regarding the severity and duration of the market disruption caused by the pandemic, as well as judgment regarding which industries, classes of customers and geographies would be most significantly impacted.
Pension and Other Retirement Benefits
The expenses, assets and liabilities that Moody’s reports for its Retirement Plans are dependent on many assumptions concerning the outcome of future events and circumstances. These significant assumptions include the following:
–future compensation increases based on the Company’s long-term actual experience and future outlook;
–long-term expected return on pension plan assets based on historical portfolio results and the expected future average annual return for each major asset class within the plan’s portfolio (which is principally comprised of equity and fixed-income investments); and
–discount rates based on current yields on high-grade corporate long-term bonds.
The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, 2020 were derived using a cash flow matching method whereby the Company compares each plan’s projected payment obligations by year with the corresponding yield on the FTSE pension discount curve. The cash flows by plan are then discounted back to present value to determine the discount rate applicable to each plan.
Moody’s major assumptions vary by plan and assumptions used are set forth in Note 15 to the consolidated financial statements. In determining these assumptions, the Company consults with third-party actuaries and other advisors as deemed appropriate. While the Company believes that the assumptions used in its calculations are reasonable, differences in actual experience or changes in assumptions could have a significant effect on the expenses, assets and liabilities related to the Company’s Retirement Plans. Additionally, the Company has updated its mortality assumption by adopting the newly released mortality improvement scale MP-2020 to accompany the Pri2012 mortality tables to reflect the latest information regarding future mortality expectations by the Society of Actuaries.
When actual plan experience differs from the assumptions used, actuarial gains or losses arise. Excluding differences between the expected long-term rate of return assumption and actual returns on plan assets, the Company amortizes, as a component of annual pension expense, total outstanding actuarial gains or losses over the estimated average future working lifetime of active plan participants to the extent that the gain/loss exceeds 10% of the greater of the beginning-of-year projected benefit obligation or the market-related value of plan assets. For Moody’s Retirement Plans, the total actuarial losses as of December 31, 2020 that have not been recognized in annual expense are $152 million, and Moody’s expects to recognize a net periodic expense of $11 million in 2021 related to the amortization of actuarial losses.
For Moody’s funded U.S. pension plan, the differences between the expected long-term rate of return assumption and actual returns could also affect the net periodic pension expense. As permitted under ASC Topic 715, the Company amortizes the
impact of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to amortization. As of December 31, 2020, the Company has an unrecognized asset gain of $49 million, of which $13 million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of 2021 expense.
The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s 2021 income before provision for income taxes. These effects have been calculated using the Company’s current projections of 2021 expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.
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|
|
(dollars in millions)
|
Assumptions Used for 2021
|
|
Estimated Impact on 2021 Income before Provision for Income Taxes (Decrease)/Increase
|
Weighted Average Discount Rates (1)
|
2.24%/2.30%
|
|
$
|
(11)
|
|
Weighted Average Assumed Compensation Growth Rate
|
3.62
|
%
|
|
$
|
2
|
|
Assumed Long-Term Rate of Return on Pension Assets
|
5.45
|
%
|
|
$
|
(5)
|
|
(1)Weighted average discount rates of 2.24% and 2.30% for pension plans and Other Retirement Plans, respectively.
Based on current projections, the Company estimates that expenses related to Retirement Plans will be approximately $31 million in 2021, an increase compared to the $27 million recognized in 2020.
Leases
The Company’s operating leases do not provide an implicit interest rate. Accordingly, the Company must estimate the secured incremental borrowing rate attributable to the currency in which the lease is denominated in the derivation of operating lease liabilities and related operating lease ROU Assets. This secured incremental borrowing rate is based on the information available at the lease commencement date and is utilized in the determination of the present value of lease payments.
In addition, certain of Moody’s leases have the option to extend the lease beyond the initial term or terminate the lease prior to the end of the term. For these leases, Moody’s may be required to exercise significant judgment to determine when that option is reasonably certain of being exercised, which will impact the lease term and determination of the lease liability and corresponding ROU Asset.
Restructuring
The Company has engaged, and may continue to engage, in restructuring actions, which require management to utilize significant estimates related to expenses for severance and other employee benefit costs, contract termination costs and asset impairments. If the actual amounts differ from these estimates, the amount of the restructuring charge could be impacted. For a full description of Moody’s restructuring actions, refer to Note 11 to the consolidated financial statements.
Other Estimates
In addition, there are other accounting estimates within Moody’s consolidated financial statements, including recoverability of deferred tax assets, valuation of investments in affiliates and the estimated lives of amortizable intangible assets. Management believes the current assumptions and other considerations used to estimate amounts reflected in Moody’s consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in Moody’s consolidated financial statements, the resulting changes could have a material adverse effect on Moody’s consolidated results of operations or financial condition.
See Note 2 to the consolidated financial statements for further information on significant accounting policies that impact Moody’s.
REPORTABLE SEGMENTS
The Company is organized into two reportable segments at December 31, 2020: MIS and MA, which are more fully described in the section entitled “The Company” above and in Note 22 to the consolidated financial statements.
RESULTS OF OPERATIONS
This section of this Form 10-K generally discusses year ended December 31, 2020 and 2019 financial results and year-to-year comparisons between these years. Discussions related to the year ended December 31, 2018 financial results and year-to-year comparisons between the years ended December 31, 2019 and 2018 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Potential Impact of COVID-19 on the Company's future operating results
–The Company is closely monitoring the impact of COVID-19 on all aspects of its business (refer to the section above entitled "COVID-19" for further detail). The operating results discussed below may not be indicative of future results of the Company due to uncertainties relating to the duration and severity of the pandemic and its potential impact on Moody's. The Company remains committed to disciplined cost management through this period of uncertainty.
–As of the date of the filing of this annual report on Form 10-K, the Company believes that the most significant risks to its 2021 financial results relating to COVID-19 uncertainties are as follows:
–MIS: within the MIS segment, the most notable risks to near-term financial performance may be:
–the potential for continued volatility in issuance. The Company observed significant market disruption and a widening of credit spreads late in the first quarter of 2020, followed by strong corporate bond issuance activity during the remainder of 2020. Future market volatility and widening of credit spreads could have a material impact on MIS's near-term operating results;
–corporate debt issuance (both investment-grade and speculative-grade) may moderate compared to issuance levels observed in 2020. While issuance was strong in 2020, a portion of the 2020 activity was elevated as a result of corporate issuers bolstering their balance sheets in light of uncertainties regarding the COVID-19 pandemic; and
– declines in leveraged loan issuance could result in a decrease in availability of collateral for securitization activity, which could then result in further declines in CLO activity.
–MA: within the MA segment, the most notable risks to near-term financial performance may be:
–reductions in discretionary spending by MA’s customer base and social distancing measures could result in fewer new sales opportunities being identified and an extension of sales cycles on existing opportunities, particularly related to software sales; and
–higher attrition rates and/or lower yields on renewable contracts.
Impact of acquisitions/divestitures on comparative results
–Moody’s completed the following acquisitions, which impact the Company's year-over-year comparative results:
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|
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|
|
–Vigeo Eiris on April 12, 2019;
|
–Regulatory DataCorp on February 13, 2020;
|
–Four Twenty Seven on July 22, 2019;
|
–Acquire Media on October 21, 2020;
|
–RiskFirst on July 25, 2019;
|
|
–ABS Suite on October 1, 2019;
|
|
–On November 8, 2019, the Company sold its MAKS business to Equistone Partners Europe Limited, a European private equity firm. The operating results of MAKS are reported within the MA segment (and PS LOB) through the November 8, 2019 closing of the transaction. Beginning in 2020, revenue from the MALS unit, which previous to 2020 was reported in the PS LOB, is now reported as part of the RD&A LOB. Prior periods have not been reclassified as the amounts were not material.
–Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definitions of how the Company determines certain organic growth measures used in this MD&A that exclude the impact of acquisition/divestiture activity.
Year ended December 31, 2020 compared with year ended December 31, 2019
Executive Summary
–The following table provides an executive summary of key operating results for the year ended December 31, 2020. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.
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|
|
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|
Year Ended December 31,
|
|
|
Financial measure:
|
2020
|
2019
|
% Change Favorable / (Unfavorable)
|
Insight and Key Drivers of Change Compared to Prior Year
|
Moody's total revenue
|
$
|
5,371
|
|
$
|
4,829
|
|
11
|
%
|
— reflects strong growth in both segments
|
MIS External Revenue
|
$
|
3,292
|
|
$
|
2,875
|
|
15
|
%
|
— primary driver of growth reflects higher corporate debt issuance (both investment-grade and high-yield) as issuers bolstered liquidity positions in response to COVID-19 uncertainties and issued opportunistically for refinancing needs
|
MA External Revenue
|
$
|
2,079
|
|
$
|
1,954
|
|
6
|
%
|
— strong renewals and new sales of credit research and data feeds, as well as demand for KYC and compliance solutions;
— demand for insurance compliance products along with credit assessment and loan origination solutions in ERS; and
— inorganic growth from acquisitions.
|
Total operating and SG&A expenses
|
$
|
2,704
|
|
$
|
2,554
|
|
(6
|
%)
|
— additional compensation expense resulting from hiring activity and merit increases coupled with higher incentive compensation aligned with financial and operating performance;
— higher costs to support strategic initiatives to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth; partially offset by:
— lower travel costs and disciplined expense management in light of the COVID-19 crisis coupled with benefits from the 2018 Restructuring Program
|
|
|
Restructuring
|
$
|
50
|
|
$
|
60
|
|
17
|
%
|
— charges are pursuant to the Company's
restructuring programs, more fully discussed in Note 11 to the consolidated financial statements
|
|
|
|
|
|
Operating Margin
|
44.5
|
%
|
41.4
|
%
|
310BPS
|
— margin expansion reflects strong revenue growth
partially offset by growth in operating expenses
|
Adjusted Operating Margin
|
49.7
|
%
|
47.4
|
%
|
230BPS
|
ETR
|
20.3
|
%
|
21.0
|
%
|
70BPS
|
— decrease primarily due to a deferred tax benefit in 2020 resulting from a non-U.S. corporate reorganization
|
Diluted EPS
|
$
|
9.39
|
|
$
|
7.42
|
|
27
|
%
|
— increase reflects strong operating income/Adjusted
Operating Income growth as described above
|
Adjusted Diluted EPS
|
$
|
10.15
|
|
$
|
8.29
|
|
22
|
%
|
Moody’s Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change Favorable
(Unfavorable)
|
|
2020
|
|
2019
|
|
Revenue:
|
|
|
|
|
|
United States
|
$
|
2,955
|
|
|
$
|
2,544
|
|
|
16
|
%
|
Non-U.S.:
|
|
|
|
|
|
EMEA
|
1,545
|
|
|
1,446
|
|
|
7
|
%
|
Asia-Pacific
|
571
|
|
|
551
|
|
|
4
|
%
|
Americas
|
300
|
|
|
288
|
|
|
4
|
%
|
Total Non-U.S.
|
2,416
|
|
|
2,285
|
|
|
6
|
%
|
Total
|
5,371
|
|
|
4,829
|
|
|
11
|
%
|
Expenses:
|
|
|
|
|
|
Operating
|
1,475
|
|
|
1,387
|
|
|
(6
|
%)
|
SG&A
|
1,229
|
|
|
1,167
|
|
|
(5
|
%)
|
Restructuring
|
50
|
|
|
60
|
|
|
17
|
%
|
Depreciation and amortization
|
220
|
|
|
200
|
|
|
(10
|
%)
|
Acquisition-Related Expenses
|
—
|
|
|
3
|
|
|
100
|
%
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
36
|
%
|
Total
|
2,983
|
|
|
2,831
|
|
|
(5
|
%)
|
Operating income
|
2,388
|
|
|
1,998
|
|
|
20
|
%
|
Adjusted Operating Income (1)
|
2,667
|
|
|
2,291
|
|
|
16
|
%
|
Interest expense, net
|
(205)
|
|
|
(208)
|
|
|
1
|
%
|
Other non-operating income, net
|
46
|
|
|
20
|
|
|
130
|
%
|
Non-operating (expense) income, net
|
(159)
|
|
|
(188)
|
|
|
15
|
%
|
Net income attributable to Moody’s
|
$
|
1,778
|
|
|
$
|
1,422
|
|
|
25
|
%
|
Diluted weighted average shares outstanding
|
189.3
|
|
|
191.6
|
|
|
1
|
%
|
Diluted EPS attributable to Moody’s common shareholders
|
$
|
9.39
|
|
|
$
|
7.42
|
|
|
27
|
%
|
Adjusted Diluted EPS (1)
|
$
|
10.15
|
|
|
$
|
8.29
|
|
|
22
|
%
|
Operating margin
|
44.5
|
%
|
|
41.4
|
%
|
|
|
Adjusted Operating Margin (1)
|
49.7
|
%
|
|
47.4
|
%
|
|
|
Effective tax rate
|
20.3
|
%
|
|
21.0
|
%
|
|
|
(1)Adjusted Operating Income, Adjusted Operating Margin and Adjusted Diluted EPS attributable to Moody’s common shareholders are non-GAAP financial measures. Refer to the section entitled “Non-GAAP Financial Measures” of this Management Discussion and Analysis for further information regarding these measures.
GLOBAL REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global revenue ⇑ $542 million
|
U.S. Revenue ⇑ $411 million
|
Non-U.S. Revenue ⇑ $131 million
|
The increase in global revenue reflected growth in both reportable segments. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expense ⇑ $88 million
|
|
|
SG&A Expense ⇑ $62 million
|
-------------------------------------
-----------
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expenses increased $69 million reflecting:
|
Compensation expenses increased $43 million reflecting:
|
— hiring activity and salary increases; and
|
— hiring activity and salary increases partially offset by benefits from the 2018 Restructuring Program; and
|
— higher incentive compensation accruals aligned with financial and operating performance.
|
— an increase in incentive compensation aligned with financial and operating performance.
|
|
|
|
|
|
|
Non-compensation expenses increased $19 million reflecting:
|
Non-compensation expenses increased $19 million reflecting:
|
— higher costs to support strategic initiatives to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth;
|
— higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency; and
|
|
partially offset by:
|
— higher estimates for credit losses of approximately $18 million primarily resulting from the anticipated impact of the COVID-19 crisis on the Company's customers;
|
— lower travel costs and disciplined expense management in light of the COVID-19 crisis.
|
partially offset by:
|
|
|
— lower travel costs and disciplined expense management in light of the COVID-19 crisis; and
|
|
|
— a $16 million captive insurance company settlement in 2019.
|
The restructuring charge of $50 million in 2020 primarily relates to:
▪the non-cash impairment of certain leased real estate assets (ROU Assets and leasehold improvements) pursuant to the rationalization of certain real estate in response to the COVID-19 pandemic; and
▪severance costs associated with a strategic realignment in the MA segment.
The $60 million restructuring charge in 2019 relates to actions pursuant to the Company’s 2018 Restructuring Program which consisted of relocation of certain functions from high-cost to lower-cost jurisdictions, a reduction of staff, including from acquisitions and pursuant to a review of the business criticality of certain positions, and the rationalization and exit of certain real estate due to consolidation of various business activities.
Further detail on the Company's restructuring programs are more fully discussed in Note 11 to the consolidated financial statements.
The loss pursuant to the divestiture of MAKS in both years relates to the Company's strategic divestiture of this business.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating margin 44.5%, up 310 BPS
|
|
|
Adjusted Operating Margin 49.7%, up 230 BPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating margin and Adjusted Operating Margin expansion reflects strong revenue growth partially offset by growth in expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense, net ⇓ $3 million
|
|
|
Other non-operating income ⇑ $26 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primarily reflects:
|
|
The increase was primarily due to:
|
— a $17 million benefit from a fair value hedge settled in connection with the early redemption of the 2017 Senior Notes;
|
|
— FX gains of approximately $2 million in 2020 compared to $18 million in FX losses in the same period of the prior year.
|
— a $16 million higher benefit from fair value swaps (more fully discussed in Note 7 to the consolidated financial statements);
|
|
|
partially offset by:
|
|
|
|
— a combined $24 million prepayment penalty in 2020 on the early redemption of the 2018 Senior Notes and 2017 Senior Notes
|
|
|
The decrease in the ETR is primarily due to a deferred tax benefit resulting from a non-U.S. corporate reorganization.
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS ⇑ $1.97
|
|
|
Adjusted Diluted EPS ⇑ $1.86
|
|
|
|
|
|
|
|
|
|
Diluted EPS in 2020 of $9.39 increased $1.97 compared to 2019, with both periods including the aforementioned restructuring charges. The growth in EPS is mainly due to the aforementioned growth in operating income.
|
|
Adjusted Diluted EPS of $10.15 in 2020 increased $1.86 compared to 2019 (refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS). The growth in Adjusted Diluted EPS is primarily due to the aforementioned growth in Adjusted Operating Income.
|
Segment Results
Moody’s Investors Service
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change Favorable
(Unfavorable)
|
|
2020
|
|
2019
|
|
Revenue:
|
|
|
|
|
|
Corporate finance (CFG)
|
$
|
1,857
|
|
|
$
|
1,497
|
|
|
24
|
%
|
Structured finance (SFG)
|
362
|
|
|
427
|
|
|
(15
|
%)
|
Financial institutions (FIG)
|
530
|
|
|
476
|
|
|
11
|
%
|
Public, project and infrastructure finance (PPIF)
|
496
|
|
|
446
|
|
|
11
|
%
|
Total ratings revenue
|
3,245
|
|
|
2,846
|
|
|
14
|
%
|
MIS Other
|
47
|
|
|
29
|
|
|
62
|
%
|
Total external revenue
|
3,292
|
|
|
2,875
|
|
|
15
|
%
|
Intersegment royalty
|
148
|
|
|
134
|
|
|
10
|
%
|
Total
|
3,440
|
|
|
3,009
|
|
|
14
|
%
|
Expenses:
|
|
|
|
|
|
Operating and SG&A (external)
|
1,380
|
|
|
1,265
|
|
|
(9
|
%)
|
Operating and SG&A (intersegment)
|
7
|
|
|
9
|
|
|
22
|
%
|
Restructuring
|
19
|
|
|
31
|
|
|
39
|
%
|
Depreciation and amortization
|
70
|
|
|
71
|
|
|
1
|
%
|
Total expense
|
1,476
|
|
|
1,376
|
|
|
(7
|
%)
|
Operating income
|
$
|
1,964
|
|
|
$
|
1,633
|
|
|
20
|
%
|
Restructuring
|
19
|
|
|
31
|
|
|
39
|
%
|
Depreciation and amortization
|
70
|
|
|
71
|
|
|
1
|
%
|
Captive insurance company settlement
|
—
|
|
|
10
|
|
|
100
|
%
|
Adjusted Operating Income
|
$
|
2,053
|
|
|
$
|
1,745
|
|
|
18
|
%
|
Operating margin
|
57.1
|
%
|
|
54.3
|
%
|
|
|
Adjusted Operating Margin
|
59.7
|
%
|
|
58.0
|
%
|
|
|
MOODY'S INVESTORS SERVICE REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
MIS: Global revenue ⇑ $417 million
|
U.S. Revenue ⇑ $347 million
|
Non-U.S. Revenue ⇑ $70 million
|
–The increase in global MIS revenue (and in both U.S. and non-U.S. revenue) reflected growth across all LOBs, excluding SFG.
CFG REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
CFG: Global revenue ⇑ $360 million
|
U.S. Revenue ⇑ $323 million
|
Non-U.S. Revenue ⇑ $37 million
|
Global CFG revenue for the years ended December 31, 2020 and 2019 was comprised as follows:
(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
The increase in CFG revenue of 24% reflected growth both in the U.S. (33%) and internationally (7%), which resulted in a $344 million increase in transaction revenue. The most notable drivers of the CFG revenue growth were:
–strong growth in investment-grade rated issuance volumes reflecting:
–corporate issuers bolstering their liquidity positions in light of uncertainties regarding the duration and severity of the COVID-19 crisis;
–opportunistic issuance for refinancing in light of the current ongoing favorable market conditions.
–strong growth in speculative-grade rated issuance volumes despite severe market disruption in this sector in March 2020 relating to the COVID-19 crisis. Subsequent to this disruption in the first quarter of 2020, high-yield market sentiment improved and credit spreads tightened resulting in strong growth in rated issuance volumes; and
–benefits from favorable changes in product mix and pricing increases.
SFG REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
SFG: Global revenue ⇓ $65 million
|
U.S. Revenue ⇓ $56 million
|
Non-U.S. Revenue ⇓ $9 million
|
Global SFG revenue for the years ended December 31, 2020 and 2019 was comprised as follows:
The decrease in SFG revenue of 15% reflected declines both in the U.S. (21%) and internationally (6%). Transaction revenue
declined $71 million. The most notable factors contributing to the decline in SFG revenue were:
–reduced activity in the CLO asset class resulting from:
–challenges in the leveraged loan market resulting in lower loan supply (refer to CFG discussion above);
–wider credit spreads through much of the year in response to uncertainties relating to the COVID-19 crisis; and
–an increasingly competitive landscape.
–declines in U.S. CMBS securitization activity as commercial retail and hotel properties have been negatively impacted by the COVID-19 crisis.
FIG REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
FIG: Global revenue ⇑ $54 million
|
U.S. Revenue ⇑ $50 million
|
Non-U.S. Revenue ⇑ $4 million
|
Global FIG revenue for the years ended December 31, 2020 and 2019 was comprised as follows:
Transaction revenue grew by $53 million compared to the same period in the prior year.
The 11% increase in FIG revenue was mainly due to:
–growth in U.S. banking and insurance rated issuance volumes as financial institutions and insurers fortified their balance sheets in light of uncertainties relating to the COVID-19 crisis and favorable market conditions;
–issuance in advance of anticipated volatility around the U.S. presidential election in the fourth quarter of 2020; and
–benefits from favorable changes in product mix and pricing increases.
PPIF REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
PPIF: Global revenue ⇑ $50 million
|
U.S. Revenue ⇑ $29 million
|
Non-U.S. Revenue ⇑ $21 million
|
Global PPIF revenue for the years ended December 31, 2020 and 2019 was comprised as follows:
Transaction revenue increased $45 million compared to the same period in the prior year.
The 11% increase in PPIF revenue resulted primarily from:
–higher U.S. public finance refunding volumes resulting from continued low benchmark interest rates, including refinancing by way of taxable transactions;
–higher infrastructure finance revenue resulting from investment-grade issuers bolstering their balance sheets in light of uncertainties regarding the duration and severity of the COVID-19 crisis; and
–benefits from favorable changes in product mix and pricing increases.
|
|
|
|
|
|
|
MIS: Operating and SG&A Expense ⇑ $115 million
|
The growth reflects a $98 million and $17 million increase in compensation and non-compensation expenses, respectively. The most notable drivers of these increases are as follows:
|
|
|
|
|
|
|
|
|
Compensation costs
|
|
Non-compensation costs
|
The increase is primarily due to:
|
|
The increase is primarily due to:
|
— annual salary increases and hiring;
|
|
— approximately $27 million in higher costs to support the
Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth;
|
— higher incentive compensation aligned with financial and operating performance;
|
|
— inorganic expense growth from the aforementioned
acquisitions; partially offset by
|
|
— higher estimates for bad debt reserves of $11 million
primarily resulting from the anticipated impact of the
COVID-19 crisis on the Company's customers; partially
offset by:
|
— benefits from the 2018 Restructuring Program
|
|
|
|
— lower travel costs of $17 million and disciplined expense
management in light of the COVID-19 crisis; and
|
|
|
— a $10 million charge in the prior year for a captive
insurance company settlement
|
The restructuring charges in both years relate to the Company's restructuring programs, which are more fully discussed in Note 11 to the consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
MIS: Operating Margin 57.1% ⇑ 280BPS
|
|
|
Adjusted Operating Margin 59.7% ⇑ 170BPS
|
MIS operating margin and Adjusted Operating Margin both increased reflecting strong revenue growth outpacing expense
growth.
Moody’s Analytics
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change Favorable
(Unfavorable)
|
|
2020
|
|
2019
|
|
Revenue:
|
|
|
|
|
|
Research, data and analytics (RD&A)
|
$
|
1,514
|
|
|
$
|
1,273
|
|
|
19
|
%
|
Enterprise risk solutions (ERS)
|
565
|
|
|
522
|
|
|
8
|
%
|
Professional services (PS)
|
—
|
|
|
159
|
|
|
(100
|
%)
|
Total external revenue
|
2,079
|
|
|
1,954
|
|
|
6
|
%
|
Intersegment revenue
|
7
|
|
|
9
|
|
|
(22
|
%)
|
Total MA Revenue
|
2,086
|
|
|
1,963
|
|
|
6
|
%
|
Expenses:
|
|
|
|
|
|
Operating and SG&A (external)
|
1,324
|
|
|
1,289
|
|
|
(3
|
%)
|
Operating and SG&A (intersegment)
|
148
|
|
|
134
|
|
|
(10
|
%)
|
Restructuring
|
31
|
|
|
29
|
|
|
(7
|
%)
|
Depreciation and amortization
|
150
|
|
|
129
|
|
|
(16
|
%)
|
Acquisition-Related Expenses
|
—
|
|
|
3
|
|
|
100
|
%
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
36
|
%
|
Total expense
|
1,662
|
|
|
1,598
|
|
|
(4
|
%)
|
Operating income
|
$
|
424
|
|
|
$
|
365
|
|
|
16
|
%
|
Restructuring
|
31
|
|
|
29
|
|
|
(7
|
%)
|
Depreciation and amortization
|
150
|
|
|
129
|
|
|
(16
|
%)
|
Acquisition-Related Expenses
|
—
|
|
|
3
|
|
|
100
|
%
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
36
|
%
|
Captive insurance company settlement
|
—
|
|
|
6
|
|
|
100
|
%
|
Adjusted Operating Income
|
$
|
614
|
|
|
$
|
546
|
|
|
12
|
%
|
Operating margin
|
20.3
|
%
|
|
18.6
|
%
|
|
|
Adjusted Operating Margin
|
29.4
|
%
|
|
27.8
|
%
|
|
|
MOODY'S ANALYTICS REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
MA: Global revenue ⇑ $125 million
|
U.S. Revenue ⇑ $64 million
|
Non-U.S. Revenue ⇑ $61 million
|
The 6% increase in global MA revenue reflects strong growth in RD&A and ERS, partially offset by a decline in revenue resulting from the divestiture of the MAKS business in the fourth quarter of 2019.
–The increase in revenue for both the U.S. and non-U.S regions reflected growth in both RD&A and ERS and included the impact of 2020 acquisitions.
–The increase in non-U.S. revenue was partially offset by a decline in revenue resulting from the divestiture of MAKS in the fourth quarter of 2019.
–The increase in relationship revenue as a percentage of total revenue from 85% in 2019 to 91% in 2020 reflects the divestiture of the transaction revenue-based MAKS business in 2019.
–Organic revenue growth was 8%.
RD&A REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
RD&A: Global revenue ⇑ $241 million
|
U.S. Revenue ⇑ $110 million
|
Non-U.S. Revenue ⇑ $131 million
|
Global RD&A revenue grew 19% compared to 2019 with the most notable drivers of the growth reflecting:
–inorganic revenue growth from the acquisitions of RDC, ABS Suite and Acquire Media;
–strong renewals and new sales as well as benefits of pricing increases related to credit research and data feeds; and
–strong demand for solutions that address customer identity requirements, such as know-your-customer and compliance solutions.
Organic revenue growth for RD&A was 10%.
ERS REVENUE
2020----------------------------------------------------------------------------------------------------------------------2019
__________________________________________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
ERS: Global revenue ⇑ $43 million
|
U.S. Revenue ⇑ $18 million
|
Non-U.S. Revenue ⇑ $25 million
|
Global ERS revenue increased 8% compared to 2019 with the most notable drivers of the growth reflecting:
–continued strong demand for credit assessment and loan origination solutions;
–increased demand for actuarial modeling tools in support of certain international accounting standards relating to insurance contracts; and
–inorganic revenue growth from the acquisition of RiskFirst.
Organic revenue growth for ERS was 6%.
|
|
|
|
|
|
|
MA: Operating and SG&A Expense ⇑ $35 million
|
The increase in operating and SG&A expenses compared to 2019 reflected growth in both compensation and non-compensation costs of approximately $14 million and $21 million, respectively. The most notable drivers of this growth were:
|
|
|
|
|
|
|
|
|
Compensation costs
|
|
Non-compensation costs
|
— annual salary increases and hiring; partially offset by:
|
|
— approximately $75 million in higher costs to support
strategic initiatives to enhance technology
infrastructure to enable automation, innovation and
efficiency as well as to support business growth; partially offset by:
|
— benefits from the 2018 Restructuring Program
|
|
|
|
|
|
— lower travel costs of approximately $40 million coupled with disciplined expense management across other expense categories in light of the COVID-19 crisis
|
The restructuring charges in both years relate to the Company's restructuring programs as more fully discussed in Note 11 to the consolidated financial statements.
The $9 million and $14 losses pursuant to the divestiture of MAKS in both 2020 and 2019 relate to the Company's strategic divestiture of this business.
|
|
|
|
|
|
|
|
|
|
|
|
MA: Operating Margin 20.3% ⇑ 170BPS
|
|
|
Adjusted Operating Margin 29.4% ⇑ 160BPS
|
The operating margin and Adjusted Operating Margin expansion for MA both reflect RD&A and ERS revenue growth partially offset by modest expense growth.
MARKET RISK
Foreign exchange risk:
Moody’s maintains a presence in more than 40 countries. In 2020, approximately 42% of the Company’s revenue and approximately 39% of the Company expenses were denominated in functional currencies other than the U.S. dollar, principally in the British pound and the euro. As such, the Company is exposed to market risk from changes in FX rates. As of December 31, 2020, approximately 61% of Moody’s assets were located outside the U.S., making the Company susceptible to fluctuations in FX rates. The effects of translating assets and liabilities of non-U.S. operations with non-U.S. functional currencies to the U.S. dollar are charged or credited to OCI.
The effects of revaluing assets and liabilities that are denominated in currencies other than a subsidiary’s functional currency are charged to other non-operating income (expense), net in the Company’s consolidated statements of operations. Accordingly, the Company enters into foreign exchange forwards to partially mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. The following table shows the impact to the fair value of the forward contracts if foreign currencies weakened against the U.S. dollar or euro:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Forwards (1)
|
|
Impact on fair value of contract if foreign currency weakened by 10%
|
Sell
|
|
Buy
|
U.S. dollar
|
|
British pound
|
|
$30 million unfavorable impact
|
U.S. dollar
|
|
Canadian dollar
|
|
$10 million unfavorable impact
|
U.S. dollar
|
|
Euro
|
|
$45 million unfavorable impact
|
U.S. dollar
|
|
Japanese yen
|
|
$1 million unfavorable impact
|
U.S. dollar
|
|
Singapore dollar
|
|
$5 million unfavorable impact
|
U.S. dollar
|
|
Indian Rupee
|
|
$2 million unfavorable impact
|
U.S. dollar
|
|
Russian Ruble
|
|
$1 million unfavorable impact
|
Euro
|
|
British pound
|
|
$14 million unfavorable impact
|
|
|
|
|
|
|
|
|
|
|
(1)Refer to Note 7 to the consolidated financial statements in Item 8 of this Form 10-K for further detail on the forward contracts.
The change in fair value of the foreign exchange forward contracts would be offset by FX revaluation gains or losses on underlying assets and liabilities denominated in currencies other than a subsidiary’s functional currency.
Derivatives and non-derivatives designated as net investment hedges:
The Company designates derivative instruments and foreign currency-denominated debt as hedges of foreign currency risk of net investments in certain foreign subsidiaries (net investment hedges) under ASC Topic 815, Derivatives and Hedging.
Cross-currency swaps and forward contracts
As of December 31, 2020, the Company had the following derivative instruments designated as hedges of euro denominated net investments in subsidiaries:
•Cross-currency swaps to exchange an aggregate amount of €1,079 million with corresponding euro fixed interest rates for an aggregate amount of $1,220 million with corresponding USD fixed interest rates.
•Cross-currency swaps to exchange an aggregate amount of €959 million with corresponding interest based on the floating 3-month EURIBOR for an aggregate amount of $1,080 million with corresponding interest based on the floating 3-month U.S. LIBOR.
•Foreign currency forward contracts to sell euro with the aggregate notional amount of €524 million and buy U.S. dollar in the aggregate notional amount of $627 million.
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $313 million unfavorable impact to the fair value of the cross-currency swaps and forward contracts recognized in OCI, which would be offset by favorable currency translation gains on the Company’s euro net investment in foreign subsidiaries.
As of December 31, 2020, the Company also had a foreign currency forward contract to hedge the foreign currency risk related to a British pound dominated net investment in subsidiaries. The foreign currency forward contract is to sell British pound with the notional amount of £134 million and buy euro in the aggregate notional amount of €148 million. If the British pound were to strengthen 10% relative to the euro, there would be an approximate $20 million unfavorable impact to the fair value of the forward contract recognized in OCI, which would be offset by favorable currency translation gains on the Company’s euro net investment in foreign subsidiaries.
Euro-denominated debt
As of December 31, 2020, the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior Notes as a net investment hedge to mitigate FX exposure relating to euro denominated net investments in subsidiaries. If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $153 million unfavorable adjustment to OCI related to this net investment hedge. This adjustment would be offset by favorable translation adjustments on the Company’s euro net investment in subsidiaries.
Interest rate and credit risk:
Interest rate swaps designated as a fair value hedge:
The Company’s interest rate risk management objectives are to reduce the funding cost and volatility to the Company and to alter the interest rate exposure to the desired risk profile. Moody’s uses interest rate swaps as deemed necessary to assist in accomplishing these objectives. The Company is exposed to interest rate risk on its various outstanding fixed-rate debt for which the fair value of the outstanding fixed rate debt fluctuates based on changes in interest rates. The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the 3-month and 6-month LIBOR. These swaps are adjusted to fair market value based on prevailing interest rates at the end of each reporting period and fluctuations are recorded as a reduction or addition to the carrying value of the borrowing, while net interest payments are recorded as interest expense/income in the Company’s consolidated statement of operations. A hypothetical change of 100 BPS in the LIBOR-based swap rate would result in an approximate $52 million change to the fair value of the swap, which would be offset by the change in fair value of the hedged item.
Additional information on these interest rate swaps is disclosed in Note 7 to the consolidated financial statements located in Item 8 of this Form 10-K.
Moody’s cash equivalents consist of investments in high-quality investment-grade securities within and outside the U.S. with maturities of three months or less when purchased. The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds, money market deposit accounts, certificates of deposit and issuers of high-grade commercial paper and by limiting the amount it can invest with any single issuer. Short-term investments primarily consist of certificates of deposit.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
The Company is currently financing its operations, capital expenditures, acquisitions and share repurchases from operating and financing cash flows.
The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
$ Change
Favorable
(unfavorable)
|
|
|
2020
|
|
2019
|
|
|
Net cash provided by operating activities
|
$
|
2,146
|
|
|
$
|
1,675
|
|
|
$
|
471
|
|
|
Net cash (used in) provided by investing activities
|
$
|
(1,077)
|
|
|
$
|
36
|
|
|
$
|
(1,113)
|
|
|
Net cash used in financing activities
|
$
|
(351)
|
|
|
$
|
(1,563)
|
|
|
$
|
1,212
|
|
|
Free Cash Flow (1)
|
$
|
2,043
|
|
|
$
|
1,606
|
|
|
$
|
437
|
|
|
(1)Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital expenditures. Refer to “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.
Net cash provided by operating activities
Net cash flows from operating activities increased $471 million compared to the prior year reflecting:
–an increase in net income compared to the same period in the prior year (see section entitled “Results of Operations” for further discussion) coupled with various changes in working capital;
partially offset by:
–a $99 million contribution to the Company's funded pension plan in the first quarter of 2020; and
–a $68 million payment made in conjunction with the settlement of treasury lock interest rate forward contracts as more fully described in Note 7 to the consolidated financial statements.
Net cash (used in) provided by investing activities
The $1,113 million increase in cash flows used in investing activities compared to 2019 primarily reflects:
–an increase in cash paid for acquisitions of $735 million (refer to Note 9 to the consolidated financial statements for further discussion on the Company's M&A activity);
–$226 million of net cash received relating to the MAKS divestiture in 2019; and
–$113 million in higher net purchases of investments in 2020 compared to the same period in the prior year (refer to Note 6 to the consolidated financial statements for further information on the Company's investments).
Net cash used in financing activities
The $1,212 million decrease in cash used in financing activities was primarily attributed to:
–the net issuance of $691 million in long-term debt during 2020 compared to a net repayment of $126 million in long-term debt in 2019; and
–lower cash paid for treasury share repurchases of $488 million compared to the same period in the prior year.
Cash and short-term investments held in non-U.S. jurisdictions
The Company’s aggregate cash and cash equivalents and short-term investments of $2.7 billion at December 31, 2020 included approximately $1.5 billion located outside of the U.S. Approximately 14% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in euros and British pounds. The Company manages both its U.S. and non-U.S. cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.
As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company has commenced repatriating a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.
Other Material Future Cash Requirements
The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive operating cash flow in 2021. Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various sources.
Moody's remains committed to using its strong cash flow to create value for shareholders by both investing in the Company's employees and growing the business through targeted organic initiatives and inorganic acquisitions aligned with strategic priorities. Additional excess capital is returned to the Company’s shareholders via a combination of dividends and share repurchases.
Dividends and Share Repurchases
On February 9, 2021, the Board approved the declaration of a quarterly dividend of $0.62 per share for Moody’s common stock, payable March 18, 2021 to shareholders of record at the close of business on February 25, 2021. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.
On December 16, 2019, the Board approved $1 billion in share repurchase authority, which at December 31, 2020 had approximately $831 million of remaining authority. Also, on February 9, 2021, the Board approved an additional $1 billion in share repurchase authority, which may be utilized following the completion of the authority granted on December 16, 2019.
Beginning late in the first quarter of 2020 and through the third quarter of 2020, the Company suspended its share repurchase activity to preserve liquidity in light of uncertainties regarding the severity and duration of the COVID-19 crisis. The Company resumed its share repurchase program in the fourth quarter of 2020.
Other cash requirements
The Company has future cash requirements, including operating leases and debt service and payments, as noted in the tables that follow as well as future payments related to the transition tax under the Tax Act.
Indebtedness
During 2020, in response to uncertainties relating to the severity and duration of the COVID-19 crisis, the Company increased its long-term debt position by $700 million via public offerings to bolster liquidity. The key terms of these transactions are more fully discussed in Note 18 to the consolidated financial statements in Item 8 of this Form 10-K.
At December 31, 2020, Moody’s had $6.4 billion of outstanding debt and approximately $1 billion of additional capacity available under the Company’s CP program, which is backstopped by the 2018 Facility as more fully discussed in Note 18 to the consolidated financial statements. At December 31, 2020, the Company was in compliance with all covenants contained within all of the debt agreements. All of the Company’s long-term debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. At December 31, 2020, there were no such cross defaults.
The repayment schedule for the Company’s borrowings outstanding at December 31, 2020 is as follows:
For additional information on the Company's outstanding debt, refer to Note 18 to the consolidated financial statements.
Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which would result in higher financing costs.
Off-Balance Sheet Arrangements
At December 31, 2020, Moody’s did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as special purpose or variable interest entities where Moody’s is the primary beneficiary, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, Moody’s is not exposed to any financing, liquidity, market or credit risk that could arise if it had engaged in such relationships.
Contractual Obligations
The following table presents payments due under the Company’s contractual obligations as of December 31, 2020:
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
(in millions)
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Over 5 Years
|
Indebtedness (1)
|
|
$
|
9,167
|
|
|
$
|
192
|
|
|
$
|
1,373
|
|
|
$
|
1,492
|
|
|
$
|
6,110
|
|
Operating lease obligations
|
|
579
|
|
|
110
|
|
|
192
|
|
|
160
|
|
|
117
|
|
Purchase obligations
|
|
224
|
|
|
108
|
|
|
107
|
|
|
9
|
|
|
—
|
|
Pension obligations (2)
|
|
149
|
|
|
46
|
|
|
22
|
|
|
21
|
|
|
60
|
|
Total (3)
|
|
$
|
10,119
|
|
|
$
|
456
|
|
|
$
|
1,694
|
|
|
$
|
1,682
|
|
|
$
|
6,287
|
|
(1)Reflects principal payments, related interest and applicable fees due on all indebtedness outstanding as described in Note 18 to the consolidated financial statements.
(2)Reflects projected benefit payments relating to the Company’s U.S. unfunded DBPPs and Retirement and Other Plans described in Note 15 to the consolidated financial statements.
(3)The table above does not include the Company’s net long-term tax liabilities of $483 million relating to UTPs, since the expected cash outflow of such amounts by period cannot be reasonably estimated. Additionally, the table above does not include approximately $33 million relating to indemnification liability resulting from the divestiture of MAKS and approximately $18 million relating to the remaining unpaid deemed repatriation liability resulting from the Tax Act enacted into law in the U.S. in December 2017.
Non-GAAP Financial Measures:
In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “non-GAAP financial measures.” Management believes that such adjusted financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors of supplemental information used by management in its financial and operational decision-making. These adjusted measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these adjusted measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating performance or cash flows of the Company. Below are brief descriptions of the Company’s adjusted financial measures accompanied by a reconciliation of the adjusted measure to its most directly comparable GAAP measure:
Adjusted Operating Income and Adjusted Operating Margin:
The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on the operating performance of Moody’s. Adjusted Operating Income excludes the impact of: i) restructuring; ii) depreciation and amortization; iii) Acquisition-Related Expenses; iv) loss pursuant to the divestiture of MAKS; and v) a captive insurance company settlement. Restructuring charges are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. 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. Acquisition-Related Expenses consist of expenses incurred to complete and integrate the acquisition of Bureau van Dijk. These expenses were excluded in the prior years due to the material nature of the cumulative costs incurred over the multi-year integration effort. Acquisition-related expenses from other acquisitions were not material. The loss pursuant to the divestiture of MAKS is excluded as the frequency and magnitude of divestiture activity may vary widely from period to period and across companies. The captive insurance company settlement relates to the resolution of a matter that is not expected to recur in the future at this magnitude.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
|
Operating income
|
$
|
2,388
|
|
|
$
|
1,998
|
|
|
|
Adjustments:
|
|
|
|
|
|
Restructuring
|
50
|
|
|
60
|
|
|
|
Depreciation and amortization
|
220
|
|
|
200
|
|
|
|
Acquisition-Related Expenses
|
—
|
|
|
3
|
|
|
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
|
Captive insurance company settlement
|
—
|
|
|
16
|
|
|
|
Adjusted Operating Income
|
$
|
2,667
|
|
|
$
|
2,291
|
|
|
|
Operating margin
|
44.5
|
%
|
|
41.4
|
%
|
|
|
Adjusted Operating Margin
|
49.7
|
%
|
|
47.4
|
%
|
|
|
Adjusted Net Income and Adjusted Diluted EPS attributable to Moody’s common shareholders:
The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on the operating performance of Moody’s. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) Acquisition-Related Expenses; ii) amortization of acquired intangible assets; iii) restructuring charges/adjustments; iv) loss and a tax charge pursuant to the divestiture of MAKS; and v) a captive insurance company settlement. Acquisition-Related Expenses consist of expenses incurred to complete and integrate the acquisition of Bureau van Dijk. These expenses were excluded in prior years due to the material nature of the cumulative costs incurred over the multi-year integration effort. Acquisition-related expenses from other acquisitions were not material. 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 are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. The loss and tax charge pursuant to the divestiture of MAKS are excluded as the frequency and magnitude of divestiture activity may vary widely from period to period and across companies. The captive insurance company settlement relates to the resolution of a matter that is not expected to recur in the future at this magnitude.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Amounts in millions
|
2020
|
|
2019
|
Net income attributable to Moody’s common shareholders
|
|
|
$
|
1,778
|
|
|
|
|
$
|
1,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-Tax Acquisition-Related Expenses
|
$
|
—
|
|
|
|
|
$
|
3
|
|
|
|
Tax on Acquisition-Related Expenses
|
—
|
|
|
|
|
—
|
|
|
|
Net Acquisition-Related Expenses
|
|
|
—
|
|
|
|
|
3
|
|
Pre-Tax Acquisition-Related Intangible Amortization Expenses
|
$
|
124
|
|
|
|
|
$
|
103
|
|
|
|
Tax on Acquisition-Related Intangible Amortization Expenses
|
(28)
|
|
|
|
|
(24)
|
|
|
|
Net Acquisition-Related Intangible Amortization Expenses
|
|
|
96
|
|
|
|
|
79
|
|
Pre-Tax Restructuring
|
$
|
50
|
|
|
|
|
$
|
60
|
|
|
|
Tax on Restructuring
|
(12)
|
|
|
|
|
(15)
|
|
|
|
Net Restructuring
|
|
|
38
|
|
|
|
|
45
|
|
Pre-tax captive insurance company settlement
|
$
|
—
|
|
|
|
|
$
|
16
|
|
|
|
Tax on captive insurance company settlement
|
—
|
|
|
|
|
(4)
|
|
|
|
Net captive insurance company settlement
|
|
|
—
|
|
|
|
|
12
|
|
Tax charge pursuant to the divestiture of MAKS
|
|
|
—
|
|
|
|
|
13
|
|
Loss pursuant to the divestiture of MAKS
|
|
|
9
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income
|
|
|
$
|
1,921
|
|
|
|
|
$
|
1,588
|
|
Below is a reconciliation of this measure to its most directly comparable U.S. GAAP amount:
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
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|
|
|
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|
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|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
|
Diluted earnings per share attributable to Moody’s common shareholders
|
|
|
$
|
9.39
|
|
|
|
|
$
|
7.42
|
|
|
|
|
|
Pre-Tax Acquisition-Related Expenses
|
$
|
—
|
|
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
Tax on Acquisition-Related Expenses
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
Net Acquisition-Related Expenses
|
|
|
—
|
|
|
|
|
0.02
|
|
|
|
|
|
Pre-Tax Acquisition-Related Intangible Amortization Expenses
|
$
|
0.66
|
|
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
Tax on Acquisition-Related Intangible Amortization Expenses
|
(0.15)
|
|
|
|
|
(0.12)
|
|
|
|
|
|
|
|
Net Acquisition-Related Intangible Amortization Expenses
|
|
|
0.51
|
|
|
|
|
0.42
|
|
|
|
|
|
Pre-Tax Restructuring
|
$
|
0.26
|
|
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
Tax on Restructuring
|
(0.06)
|
|
|
|
|
(0.08)
|
|
|
|
|
|
|
|
Net Restructuring
|
|
|
0.20
|
|
|
|
|
0.23
|
|
|
|
|
|
Pre-tax captive insurance company settlement
|
$
|
—
|
|
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
Tax on captive insurance company settlement
|
—
|
|
|
|
|
(0.02)
|
|
|
|
|
|
|
|
Net captive insurance company settlement
|
|
|
—
|
|
|
|
|
0.06
|
|
|
|
|
|
Tax charge pursuant to the divestiture of MAKS
|
|
|
—
|
|
|
|
|
0.07
|
|
|
|
|
|
Loss pursuant to the divestiture of MAKS
|
|
|
0.05
|
|
|
|
|
0.07
|
|
|
|
|
|
Adjusted Diluted EPS
|
|
|
$
|
10.15
|
|
|
|
|
$
|
8.29
|
|
|
|
|
|
Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.
Free Cash Flow:
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
|
Net cash provided by operating activities
|
$
|
2,146
|
|
|
$
|
1,675
|
|
|
|
Capital additions
|
(103)
|
|
|
(69)
|
|
|
|
Free Cash Flow
|
$
|
2,043
|
|
|
$
|
1,606
|
|
|
|
Net cash (used in) provided by investing activities
|
$
|
(1,077)
|
|
|
$
|
36
|
|
|
|
Net cash used in financing activities
|
$
|
(351)
|
|
|
$
|
(1,563)
|
|
|
|
Organic Revenue:
The Company presents organic revenue and organic revenue growth because management deems this metric to be a useful measure which provides additional perspective in assessing the revenue growth excluding the inorganic revenue impacts from certain acquisitions and divestiture activity. The following table details the periods excluded from each acquisition/divestiture to determine organic revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
Acquisition Date
|
Period excluded to determine organic revenue growth
|
RiskFirst
|
|
July 25, 2019
|
January 1, 2020 - July 24, 2020
|
ABS Suite
|
|
October 1, 2019
|
January 1, 2020 - September 30, 2020
|
Regulatory DataCorp
|
|
February 13, 2020
|
February 13, 2020 - December 31, 2020
|
Acquire Media
|
|
October 21, 2020
|
October 21, 2020 - December 31, 2020
|
|
|
|
|
Divestiture
|
|
Divestiture Date
|
|
MAKS
|
|
November 7, 2019
|
January 1, 2019 - November 7, 2019
|
Additionally, subsequent to the divestiture of MAKS in 2019, revenue from the MALS unit, which previous to 2020 was reported in the Professional Services LOB, is now reported as part of the RD&A LOB. Prior periods have not been reclassified as the amounts were not material. For purposes of determining organic RD&A revenue growth, MALS revenue has been excluded from 2020 RD&A revenue.
Below is a reconciliation of MA's reported revenue and growth rates to its organic revenue and organic growth rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Amounts in millions
|
|
|
2020
|
|
2019
|
|
Change
|
|
Growth
|
MA revenue
|
|
|
$
|
2,079
|
|
|
$
|
1,954
|
|
|
$
|
125
|
|
|
6%
|
RiskFirst
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
|
|
ABS Suite
|
|
|
(6)
|
|
|
—
|
|
|
(6)
|
|
|
|
Regulatory Data Corp
|
|
|
(52)
|
|
|
—
|
|
|
(52)
|
|
|
|
Acquire Media
|
|
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
|
MAKS
|
|
|
—
|
|
|
(94)
|
|
|
94
|
|
|
|
Organic MA revenue
|
|
|
$
|
2,007
|
|
|
$
|
1,860
|
|
|
$
|
147
|
|
|
8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Amounts in millions
|
|
|
2020
|
|
2019
|
|
Change
|
|
Growth
|
RD&A revenue
|
|
|
$
|
1,514
|
|
|
$
|
1,273
|
|
|
$
|
241
|
|
|
19%
|
ABS Suite
|
|
|
(6)
|
|
|
—
|
|
|
(6)
|
|
|
|
Regulatory Data Corp
|
|
|
(52)
|
|
|
—
|
|
|
(52)
|
|
|
|
Acquire Media
|
|
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
|
MALS
|
|
|
(56)
|
|
|
—
|
|
|
(56)
|
|
|
|
Organic RD&A revenue
|
|
|
$
|
1,398
|
|
|
$
|
1,273
|
|
|
$
|
125
|
|
|
10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Amounts in millions
|
|
|
2020
|
|
2019
|
|
Change
|
|
Growth
|
ERS revenue
|
|
|
$
|
565
|
|
|
$
|
522
|
|
|
$
|
43
|
|
|
8%
|
RiskFirst revenue
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
|
|
Organic ERS revenue
|
|
|
$
|
553
|
|
|
$
|
522
|
|
|
$
|
31
|
|
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recently Issued Accounting Pronouncements
Refer to Note 2 to the consolidated financial statements located in Part II, Item 8 on this Form 10-K for a discussion on the impact to the Company relating to recently issued accounting pronouncements.
CONTINGENCIES
Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Part II, Item 8 – “Financial Statements”, Note 21 “Contingencies” in this Form 10-K.
Forward-Looking Statements
Certain statements contained in this annual report on Form 10-K are forward-looking statements and are based on future expectations, plans and prospects for the business and operations of the Company 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. Those statements appear at various places throughout this annual report on Form 10-K, including in the sections entitled “Contingencies” under Item 7, “MD&A”, commencing on page 43 of this annual report on Form 10-K, under “Legal Proceedings” in Part I, Item 3, of this Form 10-K, and elsewhere in the context of statements containing the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of 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 are made as of the date of this annual report on Form 10-K, and the Company 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, the Company is identifying examples of factors, risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.
Those factors, risks and uncertainties include, but are not limited to, the impact of COVID-19 on volatility in the U.S. and world financial markets, on general economic conditions and GDP in the U.S. and worldwide, and on the Company’s own operations and personnel. Many other factors could cause actual results to differ from Moody’s outlook, including credit market disruptions or economic slowdowns, which could affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, credit quality concerns, changes in interest rates and other volatility in the financial markets such as that due to Brexit and uncertainty as companies transition away from LIBOR; 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 and trade barriers; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; 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 Moody's Investors Service's rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which the Company may be subject from time to time; 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; the possible loss of key employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which the Company 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 or other business combinations and the ability of the Company to successfully integrate such acquired businesses; currency and foreign exchange volatility; 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 currently, or in the future could be, amplified by the COVID-19 outbreak, and are described in greater detail under “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2020, 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page 63 of this annual report on Form 10-K.
ITEM 8. FINANCIAL STATEMENTS
Index to Financial Statements
|
|
|
|
|
|
|
|
|
|
|
Page(s)
|
|
|
|
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedules are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Moody’s Corporation is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Moody’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Moody’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the Company evaluated and assessed the design and operational effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 based on criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment performed, management has concluded that Moody’s maintained effective internal control over financial reporting as of December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their accompanying report which expresses an unqualified opinion on the effectiveness of Moody's internal control over financial reporting as of December 31, 2020.
/s/ ROBERT FAUBER
Robert Fauber
President and Chief Executive Officer
/s/ MARK KAYE
Mark Kaye
Senior Vice President and Chief Financial Officer
February 19, 2021
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Moody’s Corporation:
Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Moody’s Corporation and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Accounting Standard Codification (ASC) Topic 842, Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Carrying value of goodwill
As discussed in Note 10 to the consolidated financial statements, the goodwill balance as of December 31, 2020 was $4,556 million. The Company evaluates its reporting units for impairment on an annual basis, or more frequently if there are changes in the reporting structure of the Company or indicators of potential impairment. The Company has seven primary reporting units as of December 31, 2020: two within the Company’s Moody’s Investors Service segment and five within the Moody’s Analytics segment.
We identified the assessment of the carrying value of goodwill in the reporting units within the Moody’s Analytics segment as a critical audit matter on account of the significant degree of judgment required in evaluating assumptions about future operating results and the discount rates used to measure the reporting unit fair values.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls over the Company’s goodwill impairment process, including controls related to future operating results and the discount rates used to measure the reporting unit fair values. We evaluated management’s judgments relating to the assumed revenue growth rates, operating costs, and the discount rates by comparing them to available evidence. We also performed sensitivity analyses to assess the impact of alternative assumptions on management’s impairment conclusion. We compared the Company’s historical revenue and cost forecasts to actual results to assess the Company’s ability to accurately forecast. For certain reporting units, we involved valuation professionals with specialized skill and knowledge, who assisted in assessing the significant assumptions used to develop the discount rates, including the relevance and reliability of the information used.
Gross uncertain tax positions
As discussed in Note 17 to the consolidated financial statements, the Company has recorded uncertain tax positions (UTPs), excluding associated interest, of $483 million as of December 31, 2020. The Company determines whether it is more-likely-than-not that a tax position will be sustained based on its technical merits as of the reporting date. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
We identified the assessment of the Company’s gross UTPs as a critical audit matter because complex judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of the tax positions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls over the Company’s tax process, including those related to the timely identification of UTPs, the assessment of new information related to previously identified UTPs, and the measurement of UTPs. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing transfer pricing studies for compliance with applicable laws and regulations. Additionally, we involved tax professionals with specialized skills and knowledge, who assisted in:
•evaluating the Company’s interpretation of tax laws and judgments about the administrative practices of tax authorities
•inspecting settlement documents with applicable taxing authorities
•assessing the expiration of statutes of limitations
•performing an assessment of the Company’s tax positions and comparing the results to the Company’s assessment.
In addition, we evaluated the Company’s ability to accurately estimate its gross UTPs by comparing historical gross UTPs to actual results upon conclusion of tax audits or expiration of the statute of limitations.
/s/ KPMG LLP
We have served as the Company’s auditor since 2008.
New York, New York
February 19, 2021
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Revenue
|
$
|
5,371
|
|
|
$
|
4,829
|
|
|
$
|
4,443
|
|
Expenses
|
|
|
|
|
|
Operating
|
1,475
|
|
|
1,387
|
|
|
1,246
|
|
Selling, general and administrative
|
1,229
|
|
|
1,167
|
|
|
1,080
|
|
Restructuring
|
50
|
|
|
60
|
|
|
49
|
|
Depreciation and amortization
|
220
|
|
|
200
|
|
|
192
|
|
Acquisition-Related Expenses
|
—
|
|
|
3
|
|
|
8
|
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
—
|
|
Total expenses
|
2,983
|
|
|
2,831
|
|
|
2,575
|
|
Operating income
|
2,388
|
|
|
1,998
|
|
|
1,868
|
|
Non-operating (expense) income, net
|
|
|
|
|
|
Interest expense, net
|
(205)
|
|
|
(208)
|
|
|
(215)
|
|
Other non-operating income, net
|
46
|
|
|
20
|
|
|
19
|
|
Non-operating (expense) income, net
|
(159)
|
|
|
(188)
|
|
|
(196)
|
|
Income before provision for income taxes
|
2,229
|
|
|
1,810
|
|
|
1,672
|
|
Provision for income taxes
|
452
|
|
|
381
|
|
|
352
|
|
Net income
|
1,777
|
|
|
1,429
|
|
|
1,320
|
|
Less: Net (loss) income attributable to noncontrolling interests
|
(1)
|
|
|
7
|
|
|
10
|
|
Net income attributable to Moody’s
|
$
|
1,778
|
|
|
$
|
1,422
|
|
|
$
|
1,310
|
|
Earnings per share
|
|
|
|
|
|
Basic
|
$
|
9.48
|
|
|
$
|
7.51
|
|
|
$
|
6.84
|
|
Diluted
|
$
|
9.39
|
|
|
$
|
7.42
|
|
|
$
|
6.74
|
|
Weighted average shares outstanding
|
|
|
|
|
|
Basic
|
187.6
|
|
|
189.3
|
|
|
191.6
|
|
Diluted
|
189.3
|
|
|
191.6
|
|
|
194.4
|
|
The accompanying notes are an integral part of the consolidated financial statements
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Pre-tax
amounts
|
|
Tax
amounts
|
|
After-tax
amounts
|
|
Pre-tax
amounts
|
|
Tax
amounts
|
|
After-tax
amounts
|
|
Pre-tax
amounts
|
|
Tax
amounts
|
|
After-tax
amounts
|
Net Income
|
|
|
|
|
$
|
1,777
|
|
|
|
|
|
|
$
|
1,429
|
|
|
|
|
|
|
$
|
1,320
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net
|
$
|
361
|
|
|
$
|
(13)
|
|
|
$
|
348
|
|
|
$
|
(22)
|
|
|
$
|
(1)
|
|
|
$
|
(23)
|
|
|
$
|
(315)
|
|
|
$
|
—
|
|
|
$
|
(315)
|
|
Foreign currency translation adjustments - reclassification of losses included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net (losses) gains on net investment hedges
|
(364)
|
|
|
91
|
|
|
(273)
|
|
|
35
|
|
|
(9)
|
|
|
26
|
|
|
41
|
|
|
(7)
|
|
|
34
|
|
Net investment hedges - reclassification of gains
included in net income
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
(3)
|
|
|
1
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses on cash flow hedges
|
(68)
|
|
|
17
|
|
|
(51)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
Reclassification of losses included in net income
|
3
|
|
|
(1)
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Other Retirement Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial losses/prior service costs and settlement charge included in net income
|
8
|
|
|
(2)
|
|
|
6
|
|
|
3
|
|
|
(1)
|
|
|
2
|
|
|
5
|
|
|
(1)
|
|
|
4
|
|
Net actuarial (losses) gains and prior service costs
|
(42)
|
|
|
10
|
|
|
(32)
|
|
|
(32)
|
|
|
8
|
|
|
(24)
|
|
|
6
|
|
|
(2)
|
|
|
4
|
|
Total Other Comprehensive (Loss) Income
|
$
|
(103)
|
|
|
$
|
102
|
|
|
$
|
(1)
|
|
|
$
|
13
|
|
|
$
|
(2)
|
|
|
$
|
11
|
|
|
$
|
(264)
|
|
|
$
|
(10)
|
|
|
$
|
(274)
|
|
Comprehensive Income
|
|
|
|
|
1,776
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
1,046
|
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
|
|
|
|
(8)
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
(12)
|
|
Comprehensive Income Attributable to Moody’s
|
|
|
|
|
$
|
1,784
|
|
|
|
|
|
|
$
|
1,429
|
|
|
|
|
|
|
$
|
1,058
|
|
The accompanying notes are an integral part of the consolidated financial statements.
MOODY’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
2,597
|
|
|
$
|
1,832
|
|
Short-term investments
|
99
|
|
|
98
|
|
Accounts receivable, net of allowances for credit losses of $34 in 2020 and $20 in 2019
|
1,430
|
|
|
1,419
|
|
Other current assets
|
383
|
|
|
330
|
|
|
|
|
|
Total current assets
|
4,509
|
|
|
3,679
|
|
Property and equipment, net
|
278
|
|
|
292
|
|
Operating lease right-of-use assets
|
393
|
|
|
456
|
|
Goodwill
|
4,556
|
|
|
3,722
|
|
Intangible assets, net
|
1,824
|
|
|
1,498
|
|
Deferred tax assets, net
|
334
|
|
|
229
|
|
Other assets
|
515
|
|
|
389
|
|
Total assets
|
$
|
12,409
|
|
|
$
|
10,265
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
1,039
|
|
|
$
|
773
|
|
Current portion of operating lease liabilities
|
94
|
|
|
89
|
|
|
|
|
|
Deferred revenue
|
1,089
|
|
|
1,050
|
|
|
|
|
|
Total current liabilities
|
2,222
|
|
|
1,912
|
|
Non-current portion of deferred revenue
|
98
|
|
|
112
|
|
Long-term debt
|
6,422
|
|
|
5,581
|
|
Deferred tax liabilities, net
|
404
|
|
|
357
|
|
Uncertain tax positions
|
483
|
|
|
477
|
|
Operating lease liabilities
|
427
|
|
|
485
|
|
Other liabilities
|
590
|
|
|
504
|
|
Total liabilities
|
10,646
|
|
|
9,428
|
|
Contingencies (Note 21)
|
|
|
|
Redeemable noncontrolling interest
|
—
|
|
|
6
|
|
Shareholders’ equity:
|
|
|
|
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at December 31, 2020 and December 31, 2019, respectively.
|
3
|
|
|
3
|
|
Capital surplus
|
735
|
|
|
642
|
|
Retained earnings
|
11,011
|
|
|
9,656
|
|
Treasury stock, at cost; 155,808,563 and 155,215,143 shares of common stock at December 31, 2020 and December 31, 2019, respectively
|
(9,748)
|
|
|
(9,250)
|
|
Accumulated other comprehensive loss
|
(432)
|
|
|
(439)
|
|
Total Moody’s shareholders’ equity
|
1,569
|
|
|
612
|
|
Noncontrolling interests
|
194
|
|
|
219
|
|
Total shareholders’ equity
|
1,763
|
|
|
831
|
|
Total liabilities, redeemable noncontrolling interest and shareholders’ equity
|
$
|
12,409
|
|
|
$
|
10,265
|
|
The accompanying notes are an integral part of the consolidated financial statements.
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Cash flows from operating activities
|
|
|
|
|
|
Net income
|
$
|
1,777
|
|
|
$
|
1,429
|
|
|
$
|
1,320
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
220
|
|
|
200
|
|
|
192
|
|
Stock-based compensation
|
154
|
|
|
136
|
|
|
130
|
|
Deferred income taxes
|
(44)
|
|
|
(38)
|
|
|
(99)
|
|
Prepayment penalty relating to early redemption of debt
|
24
|
|
|
12
|
|
|
—
|
|
Settlement of treasury rate lock
|
(68)
|
|
|
—
|
|
|
—
|
|
ROU Asset impairment & other non-cash restructuring/impairment charges
|
36
|
|
|
38
|
|
|
—
|
|
Loss pursuant to the divestiture of MAKS
|
9
|
|
|
14
|
|
|
—
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
Accounts receivable
|
31
|
|
|
(134)
|
|
|
(136)
|
|
Other current assets
|
(38)
|
|
|
(88)
|
|
|
(9)
|
|
Other assets
|
(49)
|
|
|
(69)
|
|
|
(17)
|
|
Lease obligations
|
(10)
|
|
|
(16)
|
|
|
—
|
|
Accounts payable and accrued liabilities
|
247
|
|
|
65
|
|
|
(99)
|
|
|
|
|
|
|
|
Deferred revenue
|
(29)
|
|
|
76
|
|
|
139
|
|
Unrecognized tax positions and other non-current tax liabilities
|
(12)
|
|
|
8
|
|
|
59
|
|
Other liabilities
|
(102)
|
|
|
42
|
|
|
(19)
|
|
Net cash provided by operating activities
|
2,146
|
|
|
1,675
|
|
|
1,461
|
|
Cash flows from investing activities
|
|
|
|
|
|
Capital additions
|
(103)
|
|
|
(69)
|
|
|
(91)
|
|
Purchases of investments
|
(181)
|
|
|
(138)
|
|
|
(193)
|
|
Sales and maturities of investments
|
104
|
|
|
174
|
|
|
161
|
|
|
|
|
|
|
|
Cash received upon disposal of a business, net of cash transferred to purchaser
|
—
|
|
|
226
|
|
|
6
|
|
Cash paid for acquisitions, net of cash acquired
|
(897)
|
|
|
(162)
|
|
|
(289)
|
|
Receipts from settlements of net investment hedges
|
2
|
|
|
12
|
|
|
—
|
|
Payments for settlements of net investment hedges
|
(2)
|
|
|
(7)
|
|
|
—
|
|
Net cash (used in) provided by investing activities
|
(1,077)
|
|
|
36
|
|
|
(406)
|
|
Cash flows from financing activities
|
|
|
|
|
|
Issuance of notes
|
1,491
|
|
|
824
|
|
|
1,090
|
|
Repayment of notes
|
(800)
|
|
|
(950)
|
|
|
(800)
|
|
Issuance of commercial paper
|
789
|
|
|
1,317
|
|
|
989
|
|
Repayment of commercial paper
|
(792)
|
|
|
(1,320)
|
|
|
(1,120)
|
|
Proceeds from stock-based compensation plans
|
51
|
|
|
45
|
|
|
47
|
|
Repurchase of shares related to stock-based compensation
|
(104)
|
|
|
(77)
|
|
|
(62)
|
|
Treasury shares
|
(503)
|
|
|
(991)
|
|
|
(203)
|
|
Dividends
|
(420)
|
|
|
(378)
|
|
|
(337)
|
|
Dividends to noncontrolling interests
|
(1)
|
|
|
(3)
|
|
|
(5)
|
|
Payment for noncontrolling interest
|
(23)
|
|
|
(12)
|
|
|
—
|
|
|
|
|
|
|
|
Debt issuance costs, extinguishment costs and related fees
|
(39)
|
|
|
(18)
|
|
|
(11)
|
|
Net cash used in financing activities
|
(351)
|
|
|
(1,563)
|
|
|
(412)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
47
|
|
|
(1)
|
|
|
(30)
|
|
Increase in cash and cash equivalents
|
765
|
|
|
147
|
|
|
613
|
|
Cash and cash equivalents, beginning of period
|
1,832
|
|
|
1,685
|
|
|
1,072
|
|
Cash and cash equivalents, end of period
|
$
|
2,597
|
|
|
$
|
1,832
|
|
|
$
|
1,685
|
|
The accompanying notes are an integral part of the consolidated financial statements
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(Amounts in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Moody’s Corporation
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Moody’s
Shareholders’
(Deficit) Equity
|
|
Non-
Controlling
Interests
|
|
Total
Shareholders’
(Deficit) Equity
|
|
Shares
|
|
Amount
|
|
Capital
Surplus
|
|
Retained
Earnings
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance at December 31, 2017
|
342.9
|
|
|
$
|
3
|
|
|
$
|
529
|
|
|
$
|
7,465
|
|
|
(151.9)
|
|
|
$
|
(8,153)
|
|
|
$
|
(172)
|
|
|
$
|
(328)
|
|
|
$
|
213
|
|
|
$
|
(115)
|
|
Net income
|
|
|
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
1,310
|
|
|
10
|
|
|
1,320
|
|
Dividends ($1.76 per share)
|
|
|
|
|
|
|
(339)
|
|
|
|
|
|
|
|
|
(339)
|
|
|
(4)
|
|
|
(343)
|
|
Adoption of Revenue Accounting Standard
|
|
|
|
|
|
|
156
|
|
|
|
|
|
|
|
|
156
|
|
|
|
|
156
|
|
Adoption of ASU 2016-01
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
(2)
|
|
|
—
|
|
|
|
|
—
|
|
Stock-based compensation
|
|
|
|
|
131
|
|
|
|
|
|
|
|
|
|
|
131
|
|
|
|
|
131
|
|
Shares issued for stock-based compensation plans at average cost, net
|
|
|
|
|
(59)
|
|
|
|
|
1.5
|
|
|
43
|
|
|
|
|
(16)
|
|
|
|
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares repurchased
|
|
|
|
|
|
|
|
|
(1.2)
|
|
|
(203)
|
|
|
|
|
(203)
|
|
|
|
|
(203)
|
|
Currency translation adjustment, net of net investment hedge activity (net of tax of $7 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
(259)
|
|
|
(259)
|
|
|
(22)
|
|
|
(281)
|
|
Net actuarial gains and prior service cost (net of tax of $2 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
4
|
|
|
|
|
4
|
|
Amortization of prior service costs and actuarial losses (net of tax of $1 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on cash flow hedges (net of tax of $1 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(1)
|
|
|
|
|
(1)
|
|
Balance at December 31, 2018
|
342.9
|
|
|
$
|
3
|
|
|
$
|
601
|
|
|
$
|
8,594
|
|
|
(151.6)
|
|
|
$
|
(8,313)
|
|
|
$
|
(426)
|
|
|
$
|
459
|
|
|
$
|
197
|
|
|
$
|
656
|
|
The accompanying notes are an integral part of the consolidated financial statements.
(continued on next page)
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued
(Amounts in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Moody’s Corporation
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Moody’s
Shareholders’
Equity
|
|
Non-
Controlling
Interests
|
|
Total
Shareholders’
Equity
|
|
Shares
|
|
Amount
|
|
Capital
Surplus
|
|
Retained
Earnings
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance at December 31, 2018
|
342.9
|
|
|
$
|
3
|
|
|
$
|
601
|
|
|
$
|
8,594
|
|
|
(151.6)
|
|
|
$
|
(8,313)
|
|
|
$
|
(426)
|
|
|
$
|
459
|
|
|
$
|
197
|
|
|
$
|
656
|
|
Net income
|
|
|
|
|
|
|
1,422
|
|
|
|
|
|
|
|
|
1,422
|
|
|
7
|
|
|
1,429
|
|
Dividends ($2.00 per share)
|
|
|
|
|
|
|
(380)
|
|
|
|
|
|
|
|
|
(380)
|
|
|
(3)
|
|
|
(383)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of ASU 2018-02, relating to the Tax Act
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
(20)
|
|
|
—
|
|
|
|
|
—
|
|
Stock-based compensation
|
|
|
|
|
136
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
|
136
|
|
Shares issued for stock-based compensation plans at average cost, net
|
|
|
|
|
(70)
|
|
|
|
|
1.6
|
|
|
38
|
|
|
|
|
(32)
|
|
|
|
|
(32)
|
|
Purchase of noncontrolling interest
|
|
|
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
(9)
|
|
|
(3)
|
|
|
(12)
|
|
Non-controlling interest resulting from majority acquisition of Vigeo Eiris
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
17
|
|
|
17
|
|
Treasury shares repurchased
|
|
|
|
|
(16)
|
|
|
|
|
(5.2)
|
|
|
(975)
|
|
|
|
|
(991)
|
|
|
|
|
(991)
|
|
Currency translation adjustment, net of net investment hedge activity (net of tax of $9 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
29
|
|
|
4
|
|
|
33
|
|
Net actuarial losses and prior service cost (net of tax of $8 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
(24)
|
|
|
(24)
|
|
|
|
|
(24)
|
|
Amortization of prior service costs and actuarial losses (net of tax of $1 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
342.9
|
|
|
$
|
3
|
|
|
$
|
642
|
|
|
$
|
9,656
|
|
|
(155.2)
|
|
|
$
|
(9,250)
|
|
|
$
|
(439)
|
|
|
$
|
612
|
|
|
$
|
219
|
|
|
$
|
831
|
|
The accompanying notes are an integral part of the consolidated financial statements.
(continued on next page)
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued
(Amounts in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Moody’s Corporation
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Moody’s
Shareholders’
Equity
|
|
Non-
Controlling
Interests
|
|
Total
Shareholders’
Equity
|
|
Shares
|
|
Amount
|
|
Capital
Surplus
|
|
Retained
Earnings
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance at December 31, 2019
|
342.9
|
|
|
$
|
3
|
|
|
$
|
642
|
|
|
$
|
9,656
|
|
|
(155.2)
|
|
|
$
|
(9,250)
|
|
|
$
|
(439)
|
|
|
$
|
612
|
|
|
$
|
219
|
|
|
$
|
831
|
|
Net income
|
|
|
|
|
|
|
1,778
|
|
|
|
|
|
|
|
|
1,778
|
|
|
—
|
|
|
1,778
|
|
Dividends ($2.24 per share)
|
|
|
|
|
|
|
(421)
|
|
|
|
|
|
|
|
|
(421)
|
|
|
(3)
|
|
|
(424)
|
|
Adoption of New Credit Losses Accounting Standard
|
|
|
|
|
|
|
(2)
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
|
154
|
|
|
|
|
154
|
|
Shares issued for stock-based compensation plans at average cost, net
|
|
|
|
|
(58)
|
|
|
|
|
1.4
|
|
|
5
|
|
|
|
|
(53)
|
|
|
|
|
(53)
|
|
Purchase of noncontrolling interest
|
|
|
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
(14)
|
|
|
(17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares repurchased
|
|
|
|
|
—
|
|
|
|
|
(2.0)
|
|
|
(503)
|
|
|
|
|
(503)
|
|
|
|
|
(503)
|
|
Currency translation adjustment, net of net investment hedge activity (net of tax of $78 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
82
|
|
|
82
|
|
|
(8)
|
|
|
74
|
|
Net actuarial losses and prior service cost (net of tax of $10 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32)
|
|
|
(32)
|
|
|
|
|
(32)
|
|
Amortization of prior service costs and actuarial losses (net of tax of $2 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
6
|
|
|
|
|
6
|
|
Net realized and unrealized loss on cash flow hedges (net of tax of $16 million)
|
|
|
|
|
|
|
|
|
|
|
|
|
(49)
|
|
|
(49)
|
|
|
|
|
(49)
|
|
Balance at December 31, 2020
|
342.9
|
|
|
$
|
3
|
|
|
$
|
735
|
|
|
$
|
11,011
|
|
|
(155.8)
|
|
|
$
|
(9,748)
|
|
|
$
|
(432)
|
|
|
$
|
1,569
|
|
|
$
|
194
|
|
|
$
|
1,763
|
|
The accompanying notes are an integral part of the consolidated financial statements.
MOODY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(tabular dollar and share amounts in millions, except per share data)
NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Moody’s is a global integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two reportable segments: MIS and MA.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities. Revenue is primarily derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their debt issues to investors. Additionally, MIS earns revenue from certain non-ratings-related operations, which consist primarily of financial instrument pricing services in the Asia-Pacific region, revenue from providing ESG research, data and assessments and revenue from ICRA’s non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
MA is a global provider of data and analytic solutions which help companies make better and faster decisions. MA’s analytic models, industry insights, software tools and proprietary data assets allow companies to inform and perform many critical business activities with trust and confidence. MA’s approach to aggregating, broadening and deepening available data, research, analytic tools and software solutions fosters a more integrated and efficient delivery to MA's customers resulting in better decisions around risks and opportunities.
Certain reclassifications have been made to prior period amounts to conform to the current presentation.
Adoption of New Accounting Standards
On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” and elected to apply the provisions of the New Lease Accounting Standard on the date of adoption with adjustments to the assets and liabilities on its opening balance sheet, with no cumulative-effect adjustment to the opening balance of retained earnings required. Accordingly, the Company did not restate prior year comparative periods for the impact of the New Lease Accounting Standard.
On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The Company has implemented policies and procedures in compliance with the “expected credit loss” impairment model, which included: (1) refinement of the grouping of receivables with similar risk characteristics; and (2) processes to identify information that can be used to develop reasonable and supportable forecasts of factors that could affect the collectability of the reported amount of the receivable. As the Company's accounts receivable are short-term in nature, the adoption of this ASU did not have a material impact to the Company's allowance for bad debts or its policies and procedures for determining the allowance. Refer to Note 2 for further information on how the Company determines its reserves for expected credit losses. The Company recorded a $2 million cumulative-effect adjustment to retained earnings to increase its allowance for credit losses upon adoption.
On January 1, 2020, the Company adopted ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” This ASU requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same provisions of authoritative guidance for internal-use software, and amortized over the non-cancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company is now required to present the amortization of capitalized implementation costs in the same line item in the statement of operations as the fees associated with the hosting service (i.e. operating and SG&A expense) and classify the related payments in the statement of cash flows in the same manner as payments made for fees associated with the hosting service (i.e. cash flows from operating activities). This ASU also requires capitalization of implementation costs in the balance sheet to be consistent with the location of prepayment of fees for the hosting element (i.e. within other current assets or other assets). The Company adopted this ASU prospectively to all implementation costs incurred after the date of adoption and it did not have a material impact on the Company's current financial statements. The future impact to the Company's financial statements will relate to the aforementioned classification of these capitalized costs and related amortization.
In March 2020, FASB issued ASU No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The ASU provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022 as the transition from LIBOR is completed.
On December 31, 2020, the Company adopted ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”. This ASU eliminates requirements for certain disclosures and requires additional disclosures under defined benefit pension plans and other postretirement plans. The Company is also now required to present a narrative description of significant gains or losses in the benefit obligation over the past year. The Company adopted this ASU retrospectively for all periods presented with the new required disclosures presented in Note 15.
COVID-19
The Company experienced disruption in certain sectors of its business beginning late in the first quarter of 2020 resulting from market volatility associated with the COVID-19 crisis. However, at the date of the filing of this annual report on Form 10-K, the Company is unable to predict either the potential near-term or longer-term impact that the COVID-19 crisis may have on its financial position and operating results due to numerous uncertainties regarding the duration and severity of the crisis, including the length of time to distribute a vaccine. As a result, it is reasonably possible that the Company could experience material impacts including, but not limited to: reductions in revenue and cash flows; additional credit losses related to accounts receivables; asset impairment charges; and changes in the funded status of defined benefit pension plans. While it is reasonably possible that the COVID-19 crisis could impact the results of operations and cash flows of the Company in the near term, Moody's believes that it has adequate liquidity to maintain its operations with minimal disruption and to maintain compliance with its debt covenants.
In order to maximize liquidity and to increase available cash on hand through this period of uncertainty, the Company increased its long-term borrowings by $700 million as more fully discussed in Note 18. In addition, the Company reduced discretionary spending, including temporarily suspending its share repurchase program beginning late in the first quarter of 2020 and spanning through the third quarter. The Company resumed its share repurchase program in the fourth quarter of 2020.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The Company utilized certain provisions in the CARES Act and other IRS guidance which permit the deferral of certain income and payroll tax remittances.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include those of Moody’s Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment. The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate an entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC. The Company consolidates its ICRA subsidiaries on a three month lag.
Cash and Cash Equivalents
Cash equivalents principally consist of investments in money market mutual funds and money market deposit accounts as well as high-grade commercial paper and certificates of deposit with maturities of three months or less when purchased.
Short-term Investments
Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations in the next 12 months. The Company’s short-term investments primarily consist of certificates of deposit and their cost approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded into income when earned.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.
Computer Software Developed or Obtained for Internal Use
The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to the Company’s financial, website and other systems. Such costs generally consist of direct costs for third-party license fees, professional services provided by third parties and employee compensation, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.
The Company also capitalizes implementation costs incurred in cloud computing arrangements (i.e., hosting arrangements) and depreciates the costs over the non-cancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised or for which the exercise is controlled by the service provider. The Company classifies the amortization of capitalized implementation costs in the same line item in the statement of operations as the fees associated with the hosting service (i.e., operating and SG&A expense) and classifies the related payments in the statement of cash flows in the same manner as payments made for fees associated with the hosting service (i.e. cash flows from operating activities). In addition, the capitalization of implementation costs is reflected in the balance sheet consistent with the location of prepayment of fees for the hosting element (i.e., within other current assets or other assets).
Goodwill and Other Acquired Intangible Assets
Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MIS and MA), or one level below an operating segment (i.e., a component of an operating segment), annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.
The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, reporting unit realignments or if there are indicators of potential impairment. For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.
For purposes of assessing the recoverability of goodwill, the Company has seven primary reporting units: two within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations) and five reporting units within MA: Content, ERS, MALS, Bureau van Dijk and Reis.
Impairment of long-lived assets and definite-lived intangible assets
Long-lived assets (including ROU Assets) and amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Under the first step of the recoverability assessment, the Company compares the estimated undiscounted future cash flows attributable to the asset or asset group to their carrying value. If the undiscounted future cash flows are greater than the carrying value, no further assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds with step two of the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or asset group (reduced by the estimated cost to sell the asset for assets or disposal groups classified as held-for-sale) and recognize an impairment loss if the carrying amount exceeds its fair value.
Stock-Based Compensation
The Company records compensation expense for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans.
Derivative Instruments and Hedging Activities
Based on the Company’s risk management policy, from time to time the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the balance sheet at their respective fair values on a gross basis. The changes in the value of derivatives that qualify as fair value hedges are recorded in the same income statement line item in earnings in which the corresponding adjustment to the carrying value of the hedged item is presented. The entire change in the fair value of derivatives that qualify as cash flow hedges is recorded to OCI and such amounts are reclassified from AOCI to the same income statement line in earnings in the same period or periods during which the hedged transaction affects income. Effective with the Company’s early adoption of ASC 2017-12, the Company changed the method by which it assesses effectiveness for net investment hedges from the forward-method to the spot-method. The Company considers the spot-method an improved method of assessing hedge effectiveness, as spot rate changes relating to the hedging instrument’s notional amount perfectly offset the currency translation adjustment on the hedged net investment in the Company’s foreign subsidiaries. The entire change in the fair value of derivatives that qualify as net investment hedges is initially recorded to OCI. Those changes in fair value attributable to components included in the assessment of hedge effectiveness in a net investment hedge are recorded in the currency translation adjustment component of OCI and remain in AOCI until the period in which the hedged item affects earnings. Those changes in fair value attributable to components excluded from the assessment of hedge effectiveness in a net investment hedge are recorded to OCI and amortized to earnings using a systematic and rational method over the duration of the hedge. Any changes in the fair value of derivatives that the Company does not designate as hedging instruments under Topic 815 of the ASC are recorded in the consolidated statements of operations in the period in which they occur.
Revenue Recognition and Costs to Obtain or Fulfill a Contract with a Customer
Revenue recognition:
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
When contracts with customers contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to each distinct performance obligation on a relative SSP basis. The Company determines the SSP by using the price charged for a deliverable when sold separately or uses management’s best estimate of SSP for goods or services not sold separately using estimation techniques that maximize observable data points, including: internal factors relevant to its pricing practices such as costs and margin objectives; standalone sales prices of similar products; pricing policies; percentage of the fee charged for a primary product or service relative to a related product or service; and customer segment and geography. Additional consideration is also given to market conditions such as competitor pricing strategies and market trends.
Sales, usage-based, value added and other taxes are excluded from revenues.
MIS Revenue
In the MIS segment, revenue arrangements with multiple elements are generally comprised of two distinct performance obligations, a rating and the related monitoring service. Revenue attributed to ratings of issued securities is generally recognized when the rating is delivered to the issuer. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of certain structured finance products, primarily CMBS, issuers can elect to pay all of the annual monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities.
MIS arrangements generally have standard contractual terms for which the stated payments are due at conclusion of the ratings process for ratings and either upfront or in arrears for monitoring services; and are signed by customers either on a per issue basis or at the beginning of the relationship with the customer. In situations when customer fees for an arrangement may be variable, the Company estimates the variable consideration at inception using the expected value method based on analysis of similar contracts in the same line of business, which is constrained based on the Company’s assessment of the realization of the adjustment amount.
The Company allocates the transaction price within arrangements that include multiple performance obligations based upon the relative SSP of each service. The SSP for both rating and monitoring services is generally based upon observable selling prices where the rating or monitoring service is sold separately to similar customers.
MA Revenue
In the MA segment, products and services offered by the Company include hosted research and data subscriptions, installed software subscriptions, perpetual installed software licenses and related maintenance, or PCS, and professional services. Subscription and PCS contracts are generally invoiced in advance of the contractual coverage period, which is principally one year, but can range from 3-5 years; while perpetual software licenses are generally invoiced upon delivery and professional services are invoiced as those services are provided. Payment terms and conditions vary by contract type, but primarily include a requirement of payment within 30 to 60 days.
Revenue from research, data and other hosted subscriptions is recognized ratably over the related subscription period as MA's performance obligation to provide access to these products is progressively fulfilled over the stated term of the contract. A large portion of these services are invoiced in the months of November, December and January.
Revenue from the sale of a software license, when considered distinct from the related software implementation services, is generally recognized at the time the product master or first copy is delivered or transferred to the customer. PCS is generally recognized ratably over the contractual period commencing when the software license is fully delivered. Revenue from installed software subscriptions, which includes PCS, is bifurcated into a software license performance obligation and a PCS performance obligation, which follow the patterns of recognition described above. However, in instances where the software license (perpetual or subscription) and related implementation services are considered to be one combined performance obligation, revenue is recognized over time using cost based input methods. Due to the strategic shift in the MA business towards SaaS solutions, revenue generated from these types of arrangements were not material in the years ended December 31, 2020, 2019 and 2018.
For implementation services and other service projects within the ERS and ESA businesses for which fees are fixed, the Company determined progress towards completion is most accurately measured on a percentage-of-completion basis (input method) as this approach utilizes the most directly observable data points and is therefore used to recognize the related revenue. For implementation services where price varies based on time expended, a time-based measure of progress towards completion of the performance obligation is utilized.
Revenue from professional services rendered is generally recognized as the services are performed over time.
Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where an arrangement contains multiple performance obligations, the Company accounts for the individual performance obligations separately if they are considered distinct. Revenue is generally allocated to all performance obligations based upon the relative SSP at contract inception. For certain performance obligations, judgment is required to determine the SSP. Revenue is recognized for each performance obligation based upon the conditions for revenue recognition noted above.
In the MA segment, customers usually pay a fixed fee for the products and services based on signed contracts. However, accounting for variable consideration is applied mainly for: i) estimates for cancellation rights and price concessions and ii) T&M based services.
The Company estimates the variable consideration associated with cancellation rights and price concessions based on the expected amount to be provided to customers and reduces the amount of revenue to be recognized. T&M based contracts represent about half of MA’s service projects within the ERS and ESA businesses. The Company provides agreed upon services at a contracted daily or hourly rate. The commitment represents a series of goods and services that are substantially the same and have the same pattern of transfer to the customer. As such, if T&M services are sold with other MA products, the Company allocates the variable consideration entirely to the T&M performance obligation if the services are sold at standard pricing or at a similar discount level compared to other performance obligations in the same revenue contract. If these criteria are not met, the Company estimates variable consideration for each performance obligation upfront. Each form of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of any incremental revenue will not occur.
Costs to Obtain or Fulfill a Contract with a Customer:
Costs to obtain a contract with a customer
Costs incurred to obtain customer contracts, such as sales commissions, are deferred and recorded within other current assets and other assets when such costs are determined to be incremental to obtaining a contract, would not have been incurred otherwise and the Company expects to recover those costs. These costs are amortized to expense on a systematic basis consistent with the transfer of the products or services to the customer. Depending on the line of business to which the contract relates, this may be based upon the average economic life of the products sold or average period for which services are provided, inclusive of anticipated contract renewals. Determining the estimated economic life of the products sold requires judgment with respect to anticipated future technological changes. The Company had a balance of $180 million and $159 million in such deferred costs as of December 31, 2020 and December 31, 2019, respectively, and recognized $59 million, $53 million and $38 million of related amortization during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, which is included within SG&A expenses in the consolidated statement of operations. Costs incurred to obtain customer contracts are only in the MA segment.
Cost to fulfill a contract with a customer
Costs incurred to fulfill customer contracts, are deferred and recorded within other current assets and other assets when such costs relate directly to a contract, generate or enhance resources of the Company that will be used in satisfying performance obligations in the future and the Company expects to recover those costs.
The Company capitalizes work-in-process costs for in-progress MIS ratings, which is recognized consistent with the rendering of the related services to the customers, as ratings are issued. The Company had a balance of $12 million and $11 million in such deferred costs as of December 31, 2020 and December 31, 2019, respectively, and recognized $47 million, $42 million and $40 million of amortization of the costs during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, which is included within operating expenses in the consolidated statement of operations.
In addition, within the MA segment, the Company capitalizes royalty costs related to third-party information data providers associated with hosted company information and business intelligence products. These costs are amortized to expense consistent with the recognition pattern of the related revenue over time. The Company had a balance of $35 million and $40 million in such deferred costs as of December 31, 2020 and December 31, 2019, respectively, and recognized $66 million, $56 million and $54 million of related amortization during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, which is included within operating expenses in the consolidated statement of operations.
Accounts Receivable Allowances
In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics including historical credit loss patterns and industry or class of customers to calculate reserve rates. The Company uses an aging method for developing its allowance for credit losses by which receivable balances are stratified based on aging category. A reserve rate is calculated for each aging category which is generally based on historical information, and is adjusted, when necessary, for current conditions (e.g., macroeconomic or industry related) and reasonable and supportable forecasts about the future. The Company also considers customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Expected credit losses are reflected as additions to the accounts receivable allowance. Actual uncollectible account write-offs are recorded against the allowance.
During the year ended December 31, 2020, the Company recorded a net provision for expected credit losses of $26 million. The increase in the provision for expected credit losses for the current period was primarily attributable to the aforementioned estimated effects of COVID-19.
Leases
The Company has operating leases, of which substantially all relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements.
The Company determines if an arrangement meets the definition of a lease at contract inception. The Company recognizes in its consolidated balance sheet a lease liability and an ROU Asset for all leases with a lease term greater than 12 months. In determining the length of the lease term, the Company utilizes judgment in assessing the likelihood of whether it is reasonably certain that it will exercise an option to extend or early-terminate a lease, if such options are provided in the lease agreement.
ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU Assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of the Company’s leases do not provide an implicit interest rate, the Company uses its estimated secured incremental borrowing rates at the lease commencement date in determining the present value of lease payments. These secured incremental borrowing rates are attributable to the currency in which the lease is denominated.
At commencement, the Company’s initial measurement of the ROU Asset is calculated as the present value of the remaining lease payments (i.e., lease liability), with additive adjustments reflecting: initial direct costs (e.g., broker commissions) and prepaid lease payments (if any); and reduced by any lease incentives provided by the lessor if: (i) received before lease commencement or (ii) receipt of the lease incentive is contingent upon future events for which the occurrence is both probable and within the Company’s control.
Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. This straight-line lease expense represents a single lease cost which is comprised of both an interest accretion component relating to the lease liability and amortization of the ROU Assets. The Company records this single lease cost in operating and SG&A expenses. However, in situations where an operating lease ROU Asset has been impaired, the subsequent amortization of the ROU Asset is then recorded on a straight-line basis over the remaining lease term and is combined with accretion expense on the lease liability to result in single operating lease cost (which subsequent to impairment will no longer follow a straight-line recognition pattern).
The Company has lease agreements which include lease and non-lease components. For the Company’s office space leases, the lease components (e.g., fixed rent payments) and non-lease components (e.g., fixed common-area maintenance costs) are combined and accounted for as a single lease component.
Variable lease payments (e.g. variable common-area-maintenance costs) are only included in the initial measurement of the lease liability to the extent those payments depend on an index or a rate. Variable lease payments not included in the lease liability are recognized in net income in the period in which the obligation for those payments is incurred.
Contingencies
Moody’s is involved in legal and tax proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
Operating Expenses
Operating expenses include costs associated with the development and production of the Company’s products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred.
Selling, General and Administrative Expenses
SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales. They also include items such as office rent, business insurance, professional fees and gains and losses from sales and disposals of assets. SG&A expenses are charged to income as incurred.
Foreign Currency Translation
For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are recorded to other comprehensive income.
Comprehensive Income
Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including foreign currency translation impacts, net actuarial gains and losses and net prior service costs related to pension and other retirement plans and gains and losses on derivative instruments designated as net investment hedges or cash flow hedges. Comprehensive income items, including cumulative translation adjustments of entities that are less-than-wholly-owned subsidiaries, will be reclassified to noncontrolling interests and thereby, adjusting accumulated other comprehensive income proportionately in accordance with the percentage of ownership interest of the NCI shareholder.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.
The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
On December 22, 2017, the Tax Act was signed into law, resulting in all previously undistributed foreign earnings being subject to U.S. tax. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, trade receivables and payables, and certain short-term investments consisting primarily of certificates of deposit and money market deposits, all of which are short-term in nature and, accordingly, approximate fair value.
The Company also invests in mutual funds, which are accounted for as equity securities with readily determinable fair values under ASC Topic 321. The Company measures these investments at fair value with both realized gains and losses and unrealized holding gains and losses for these investments included in net income.
Also, the Company uses derivative instruments to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value in the Company’s consolidated balance sheets.
Fair value is defined by the ASC 820 as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.
The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:
Level 1: quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;
Level 2: inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.
The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds, money market deposit accounts, certificates of deposits and high-grade commercial paper. Short-term investments primarily consist of certificates of deposit as of December 31, 2020 and 2019. The Company manages its credit risk exposure on cash equivalents and short-term investments by limiting the amount it can invest with any single entity. No customer accounted for 10% or more of accounts receivable at December 31, 2020 or 2019.
Earnings per Share of Common Stock
Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding and dilutive during the reporting period.
Pension and Other Retirement Benefits
Moody’s maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company’s best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market-related value of plan assets, which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.
The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments”. This ASU clarifies and improves guidance related to the recently issued standards updates on credit losses, hedging, and recognition and measurement of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the general principles in Topic 740, Income Taxes, and clarifies certain aspects of the existing guidance to promote consistency among reporting entities. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and application of the original guidance, ASU No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU No. 2020-04"), issued in March 2020. ASU No. 2020-04 provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. Both ASU's were effective upon issuance, and the Company may elect to apply the amendments prospectively through December 31, 2022 as the transition from LIBOR is completed.
NOTE 3 REVENUES
Revenue by Category
The following table presents the Company’s revenues disaggregated by LOB:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
MIS:
|
|
|
|
|
|
Corporate finance (CFG)
|
|
|
|
|
|
Investment-grade
|
$
|
636
|
|
|
$
|
379
|
|
|
$
|
271
|
|
High-yield
|
352
|
|
|
258
|
|
|
175
|
|
Bank loans
|
287
|
|
|
313
|
|
|
379
|
|
Other accounts (CFG) (1)
|
582
|
|
|
547
|
|
|
554
|
|
Total CFG
|
1,857
|
|
|
1,497
|
|
|
1,379
|
|
Structured finance (SFG)
|
|
|
|
|
|
Asset-backed securities
|
98
|
|
|
99
|
|
|
107
|
|
RMBS
|
96
|
|
|
95
|
|
|
98
|
|
CMBS
|
61
|
|
|
81
|
|
|
78
|
|
Structured credit
|
105
|
|
|
148
|
|
|
196
|
|
Other accounts (SFG)
|
2
|
|
|
4
|
|
|
2
|
|
Total SFG
|
362
|
|
|
427
|
|
|
481
|
|
Financial institutions (FIG)
|
|
|
|
|
|
Banking
|
355
|
|
|
320
|
|
|
290
|
|
Insurance
|
137
|
|
|
119
|
|
|
114
|
|
Managed investments
|
28
|
|
|
25
|
|
|
25
|
|
Other accounts (FIG)
|
10
|
|
|
12
|
|
|
13
|
|
Total FIG
|
530
|
|
|
476
|
|
|
442
|
|
Public, project and infrastructure finance (PPIF)
|
|
|
|
|
|
Public finance / sovereign
|
250
|
|
|
222
|
|
|
185
|
|
Project and infrastructure
|
246
|
|
|
224
|
|
|
206
|
|
Total PPIF
|
496
|
|
|
446
|
|
|
391
|
|
Total ratings revenue
|
3,245
|
|
|
2,846
|
|
|
2,693
|
|
MIS Other
|
47
|
|
|
29
|
|
|
19
|
|
Total external revenue
|
3,292
|
|
|
2,875
|
|
|
2,712
|
|
Intersegment royalty
|
148
|
|
|
134
|
|
|
124
|
|
Total MIS
|
3,440
|
|
|
3,009
|
|
|
2,836
|
|
MA:
|
|
|
|
|
|
Research, data and analytics (RD&A)
|
1,514
|
|
|
1,273
|
|
|
1,121
|
|
Enterprise risk solutions (ERS)
|
565
|
|
|
522
|
|
|
451
|
|
Professional services (PS)(2)
|
—
|
|
|
159
|
|
|
159
|
|
Total external revenue
|
2,079
|
|
|
1,954
|
|
|
1,731
|
|
Intersegment revenue
|
7
|
|
|
9
|
|
|
12
|
|
Total MA
|
2,086
|
|
|
1,963
|
|
|
1,743
|
|
Eliminations
|
(155)
|
|
|
(143)
|
|
|
(136)
|
|
Total MCO
|
$
|
5,371
|
|
|
$
|
4,829
|
|
|
$
|
4,443
|
|
(1)Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
(2)Subsequent to the divestiture of MAKS in 2019, revenue from the MALS reporting unit, which previous to 2020 was reported in the PS LOB, is now reported as part of the RD&A LOB. Prior periods have not been reclassified as the amounts were not material.
The following table presents the Company’s revenues disaggregated by LOB and geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
MIS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate finance
|
$
|
1,291
|
|
|
$
|
566
|
|
|
$
|
1,857
|
|
|
$
|
968
|
|
|
$
|
529
|
|
|
$
|
1,497
|
|
|
$
|
894
|
|
|
$
|
485
|
|
|
$
|
1,379
|
|
Structured finance
|
214
|
|
|
148
|
|
|
362
|
|
|
270
|
|
|
157
|
|
|
427
|
|
|
301
|
|
|
180
|
|
|
481
|
|
Financial institutions
|
250
|
|
|
280
|
|
|
530
|
|
|
200
|
|
|
276
|
|
|
476
|
|
|
194
|
|
|
248
|
|
|
442
|
|
Public, project and infrastructure finance
|
311
|
|
|
185
|
|
|
496
|
|
|
282
|
|
|
164
|
|
|
446
|
|
|
229
|
|
|
162
|
|
|
391
|
|
Total ratings revenue
|
2,066
|
|
|
1,179
|
|
|
3,245
|
|
|
1,720
|
|
|
1,126
|
|
|
2,846
|
|
|
1,618
|
|
|
1,075
|
|
|
2,693
|
|
MIS Other
|
2
|
|
|
45
|
|
|
47
|
|
|
1
|
|
|
28
|
|
|
29
|
|
|
1
|
|
|
18
|
|
|
19
|
|
Total MIS
|
2,068
|
|
|
1,224
|
|
|
3,292
|
|
|
1,721
|
|
|
1,154
|
|
|
2,875
|
|
|
1,619
|
|
|
1,093
|
|
|
2,712
|
|
MA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research, data and analytics
|
668
|
|
|
846
|
|
|
1,514
|
|
|
558
|
|
|
715
|
|
|
1,273
|
|
|
481
|
|
|
640
|
|
|
1,121
|
|
Enterprise risk solutions
|
219
|
|
|
346
|
|
|
565
|
|
|
201
|
|
|
321
|
|
|
522
|
|
|
170
|
|
|
281
|
|
|
451
|
|
Professional services (PS)(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
95
|
|
|
159
|
|
|
60
|
|
|
99
|
|
|
159
|
|
Total MA
|
887
|
|
|
1,192
|
|
|
2,079
|
|
|
823
|
|
|
1,131
|
|
|
1,954
|
|
|
711
|
|
|
1,020
|
|
|
1,731
|
|
Total MCO
|
$
|
2,955
|
|
|
$
|
2,416
|
|
|
$
|
5,371
|
|
|
$
|
2,544
|
|
|
$
|
2,285
|
|
|
$
|
4,829
|
|
|
$
|
2,330
|
|
|
$
|
2,113
|
|
|
$
|
4,443
|
|
(1)Subsequent to the divestiture of MAKS in 2019, revenue from the MALS reporting unit, which previous to 2020 was reported in the PS LOB, is now reported as part of the RD&A LOB. Prior periods have not been reclassified as the amounts were not material.
The following table presents the Company's reportable segment revenues disaggregated by segment and geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
MIS:
|
|
|
|
|
|
|
U.S.
|
|
$
|
2,068
|
|
|
$
|
1,721
|
|
|
$
|
1,619
|
|
Non-U.S.:
|
|
|
|
|
|
|
EMEA
|
|
727
|
|
|
686
|
|
|
669
|
|
Asia-Pacific
|
|
345
|
|
|
320
|
|
|
300
|
|
Americas
|
|
152
|
|
|
148
|
|
|
124
|
|
Total Non-U.S.
|
|
1,224
|
|
|
1,154
|
|
|
1,093
|
|
Total MIS
|
|
3,292
|
|
|
2,875
|
|
|
2,712
|
|
MA:
|
|
|
|
|
|
|
U.S.
|
|
887
|
|
|
823
|
|
|
711
|
|
Non-U.S.:
|
|
|
|
|
|
|
EMEA
|
|
818
|
|
|
760
|
|
|
708
|
|
Asia-Pacific
|
|
226
|
|
|
231
|
|
|
193
|
|
Americas
|
|
148
|
|
|
140
|
|
|
119
|
|
Total Non-U.S.
|
|
1,192
|
|
|
1,131
|
|
|
1,020
|
|
Total MA
|
|
2,079
|
|
|
1,954
|
|
|
1,731
|
|
Total MCO
|
|
$
|
5,371
|
|
|
$
|
4,829
|
|
|
$
|
4,443
|
|
The tables below summarize the split between transaction and relationship revenue. 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 relationship 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 and outsourcing engagements and relationship revenue represents subscription-based revenues. In the MA segment, relationship revenue represents subscription-based revenues 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
Transaction
|
|
Relationship
|
|
Total
|
|
Transaction
|
|
Relationship
|
|
Total
|
|
Transaction
|
|
Relationship
|
|
Total
|
|
Corporate Finance
|
$
|
1,401
|
|
|
$
|
456
|
|
|
$
|
1,857
|
|
|
$
|
1,057
|
|
|
$
|
440
|
|
|
$
|
1,497
|
|
|
$
|
949
|
|
|
$
|
430
|
|
|
$
|
1,379
|
|
|
|
75
|
%
|
|
25
|
%
|
|
100
|
%
|
|
71
|
%
|
|
29
|
%
|
|
100
|
%
|
|
69
|
%
|
|
31
|
%
|
|
100
|
%
|
|
Structured Finance
|
$
|
175
|
|
|
$
|
187
|
|
|
$
|
362
|
|
|
$
|
246
|
|
|
$
|
181
|
|
|
$
|
427
|
|
|
$
|
310
|
|
|
$
|
171
|
|
|
$
|
481
|
|
|
|
48
|
%
|
|
52
|
%
|
|
100
|
%
|
|
58
|
%
|
|
42
|
%
|
|
100
|
%
|
|
64
|
%
|
|
36
|
%
|
|
100
|
%
|
|
Financial Institutions
|
$
|
265
|
|
|
$
|
265
|
|
|
$
|
530
|
|
|
$
|
212
|
|
|
$
|
264
|
|
|
$
|
476
|
|
|
$
|
187
|
|
|
$
|
255
|
|
|
$
|
442
|
|
|
|
50
|
%
|
|
50
|
%
|
|
100
|
%
|
|
45
|
%
|
|
55
|
%
|
|
100
|
%
|
|
42
|
%
|
|
58
|
%
|
|
100
|
%
|
|
Public, Project and Infrastructure Finance
|
$
|
337
|
|
|
$
|
159
|
|
|
$
|
496
|
|
|
$
|
292
|
|
|
$
|
154
|
|
|
$
|
446
|
|
|
$
|
238
|
|
|
$
|
153
|
|
|
$
|
391
|
|
|
|
68
|
%
|
|
32
|
%
|
|
100
|
%
|
|
65
|
%
|
|
35
|
%
|
|
100
|
%
|
|
61
|
%
|
|
39
|
%
|
|
100
|
%
|
|
MIS Other
|
$
|
4
|
|
|
$
|
43
|
|
|
$
|
47
|
|
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
29
|
|
|
$
|
2
|
|
|
$
|
17
|
|
|
$
|
19
|
|
|
|
9
|
%
|
|
91
|
%
|
|
100
|
%
|
|
7
|
%
|
|
93
|
%
|
|
100
|
%
|
|
11
|
%
|
|
89
|
%
|
|
100
|
%
|
|
Total MIS
|
$
|
2,182
|
|
|
$
|
1,110
|
|
|
$
|
3,292
|
|
|
$
|
1,809
|
|
|
$
|
1,066
|
|
|
$
|
2,875
|
|
|
$
|
1,686
|
|
|
$
|
1,026
|
|
|
$
|
2,712
|
|
|
|
66
|
%
|
|
34
|
%
|
|
100
|
%
|
|
63
|
%
|
|
37
|
%
|
|
100
|
%
|
|
62
|
%
|
|
38
|
%
|
|
100
|
%
|
|
Research, data and analytics
|
$
|
74
|
|
|
$
|
1,440
|
|
|
$
|
1,514
|
|
|
$
|
16
|
|
|
$
|
1,257
|
|
|
$
|
1,273
|
|
|
$
|
18
|
|
|
$
|
1,103
|
|
|
$
|
1,121
|
|
|
|
5
|
%
|
|
95
|
%
|
|
100
|
%
|
|
1
|
%
|
|
99
|
%
|
|
100
|
%
|
|
2
|
%
|
|
98
|
%
|
|
100
|
%
|
|
Enterprise risk solutions
|
$
|
118
|
|
|
$
|
447
|
|
|
$
|
565
|
|
|
$
|
118
|
|
|
$
|
404
|
|
|
$
|
522
|
|
|
$
|
99
|
|
|
$
|
352
|
|
|
$
|
451
|
|
|
|
21
|
%
|
|
79
|
%
|
|
100
|
%
|
|
23
|
%
|
|
77
|
%
|
|
100
|
%
|
|
22
|
%
|
|
78
|
%
|
|
100
|
%
|
|
Professional services(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
—
|
%
|
|
100
|
%
|
|
Total MA
|
$
|
192
|
|
|
$
|
1,887
|
|
|
$
|
2,079
|
|
|
$
|
293
|
|
|
$
|
1,661
|
|
|
$
|
1,954
|
|
|
$
|
276
|
|
|
$
|
1,455
|
|
|
$
|
1,731
|
|
|
|
9
|
%
|
|
91
|
%
|
|
100
|
%
|
|
15
|
%
|
|
85
|
%
|
|
100
|
%
|
|
16
|
%
|
|
84
|
%
|
|
100
|
%
|
|
Total Moody’s Corporation
|
$
|
2,374
|
|
|
$
|
2,997
|
|
|
$
|
5,371
|
|
|
$
|
2,102
|
|
|
$
|
2,727
|
|
|
$
|
4,829
|
|
|
$
|
1,962
|
|
|
$
|
2,481
|
|
|
$
|
4,443
|
|
|
|
44
|
%
|
|
56
|
%
|
|
100
|
%
|
|
44
|
%
|
|
56
|
%
|
|
100
|
%
|
|
44
|
%
|
|
56
|
%
|
|
100
|
%
|
|
(1) Subsequent to the divestiture of MAKS in 2019, the RD&A LOB now includes revenue from MALS beginning in the first quarter of 2020. MALS revenue was previously reported as part of the PS LOB and prior year revenue by LOB has not been reclassified as the amounts were not material.
The following table presents the timing of revenue recognition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
MIS
|
|
MA
|
|
Total
|
|
MIS
|
|
MA
|
|
Total
|
|
MIS
|
|
MA
|
|
Total
|
Revenue recognized at a point in time
|
$
|
2,182
|
|
|
$
|
121
|
|
|
$
|
2,303
|
|
|
$
|
1,809
|
|
|
$
|
132
|
|
|
$
|
1,941
|
|
|
$
|
1,686
|
|
|
$
|
99
|
|
|
$
|
1,785
|
|
Revenue recognized over time
|
1,110
|
|
|
1,958
|
|
|
3,068
|
|
|
1,066
|
|
|
1,822
|
|
|
2,888
|
|
|
1,026
|
|
|
1,632
|
|
|
2,658
|
|
Total
|
$
|
3,292
|
|
|
$
|
2,079
|
|
|
$
|
5,371
|
|
|
$
|
2,875
|
|
|
$
|
1,954
|
|
|
$
|
4,829
|
|
|
$
|
2,712
|
|
|
$
|
1,731
|
|
|
$
|
4,443
|
|
Unbilled Receivables, Deferred Revenue and Remaining Performance Obligations
Unbilled receivables
At December 31, 2020 and December 31, 2019, accounts receivable included approximately $361 million and $346 million, respectively, of unbilled receivables related to the MIS segment. Certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services and rating fees, requiring revenue to be accrued as an unbilled receivable as such services are provided.
In addition, for certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. Consequently, at December 31, 2020 and December 31, 2019, accounts receivable included approximately $98 million and $53 million, respectively, of unbilled receivables related to the MA segment.
Deferred revenue
The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.
Significant changes in the deferred revenue balances during the year ended December 31, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
MIS
|
|
MA
|
|
Total
|
Balance at December 31, 2019
|
$
|
322
|
|
|
$
|
840
|
|
|
$
|
1,162
|
|
Changes in deferred revenue
|
|
|
|
|
|
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
|
(229)
|
|
|
(800)
|
|
|
(1,029)
|
|
Increases due to amounts billable excluding amounts recognized as revenue during the period
|
215
|
|
|
792
|
|
|
1,007
|
|
Increases due to acquisitions during the period
|
—
|
|
|
24
|
|
|
24
|
|
Effect of exchange rate changes
|
5
|
|
|
18
|
|
|
23
|
|
Total changes in deferred revenue
|
(9)
|
|
|
34
|
|
|
25
|
|
Balance at December 31, 2020
|
$
|
313
|
|
|
$
|
874
|
|
|
$
|
1,187
|
|
Deferred revenue - current
|
$
|
216
|
|
|
$
|
873
|
|
|
$
|
1,089
|
|
Deferred revenue - noncurrent
|
$
|
97
|
|
|
$
|
1
|
|
|
$
|
98
|
|
For the MA segment, for the year ended December 31, 2020, the increase in the deferred revenue balance was primarily due to acquisitions (RDC, Acquire Media, ZMFS, and Catylist) and changes in FX translation rates.
Significant changes in the deferred revenue balances during the year ended December 31, 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
MIS
|
|
MA
|
|
Total
|
Balance at December 31, 2018
|
$
|
325
|
|
|
$
|
750
|
|
|
$
|
1,075
|
|
Changes in deferred revenue
|
|
|
|
|
|
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
|
(209)
|
|
|
(714)
|
|
|
(923)
|
|
Increases due to amounts billable excluding amounts recognized as revenue during the period
|
202
|
|
|
789
|
|
|
991
|
|
Increases due to acquisitions during the period
|
3
|
|
|
6
|
|
|
9
|
|
Effect of exchange rate changes
|
1
|
|
|
9
|
|
|
10
|
|
Total changes in deferred revenue
|
(3)
|
|
|
90
|
|
|
87
|
|
Balance at December 31, 2019
|
$
|
322
|
|
|
$
|
840
|
|
|
$
|
1,162
|
|
Deferred revenue—current
|
$
|
214
|
|
|
$
|
836
|
|
|
$
|
1,050
|
|
Deferred revenue—noncurrent
|
$
|
108
|
|
|
$
|
4
|
|
|
$
|
112
|
|
For the MA segment, for the year ended December 31, 2019, the increase in the deferred revenue balance was primarily due to organic growth.
Significant changes in the deferred revenue balances during the year ended December 31, 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
MIS
|
|
MA
|
|
Total
|
Balance at January 1, 2018 (after New Revenue Accounting Standard transition adjustment)
|
$
|
334
|
|
|
$
|
612
|
|
|
$
|
946
|
|
Changes in deferred revenue
|
|
|
|
|
|
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
|
(218)
|
|
|
(590)
|
|
|
(808)
|
|
Increases due to amounts billable excluding amounts recognized as revenue during the period
|
216
|
|
|
730
|
|
|
946
|
|
Increases due to acquisitions during the period
|
—
|
|
|
16
|
|
|
16
|
|
Effect of exchange rate changes
|
(7)
|
|
|
(18)
|
|
|
(25)
|
|
Total changes in deferred revenue
|
(9)
|
|
|
138
|
|
|
129
|
|
Balance at December 31, 2018
|
$
|
325
|
|
|
$
|
750
|
|
|
$
|
1,075
|
|
Deferred revenue—current
|
$
|
207
|
|
|
$
|
746
|
|
|
$
|
953
|
|
Deferred revenue—noncurrent
|
$
|
118
|
|
|
$
|
4
|
|
|
$
|
122
|
|
For the MA segment, for the year ended December 31, 2018, the increase in the deferred revenue balance was primarily due to organic growth and the Reis acquisition in the fourth quarter of 2018.
Remaining performance obligations
Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $130 million. The Company expects to recognize into revenue approximately 20% of this balance within one year, approximately 50% of this balance between one to five years and the remaining amount thereafter. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission of unsatisfied performance obligations relating to contracts with an original expected length of one year or less.
Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of December 31, 2020 as well as amounts not yet invoiced to customers as of December 31, 2020 largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.2 billion. The Company expects to recognize into revenue approximately 65% of this balance within one year, approximately 20% of this balance between one to two years and the remaining amount thereafter.
NOTE 4 RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
Below is a reconciliation of basic to diluted shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Basic
|
187.6
|
|
|
189.3
|
|
|
191.6
|
|
Dilutive effect of shares issuable under stock-based compensation plans
|
1.7
|
|
|
2.3
|
|
|
2.8
|
|
Diluted
|
189.3
|
|
|
191.6
|
|
|
194.4
|
|
Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of December 31, 2020, 2019 and 2018.
NOTE 5 ACCELERATED SHARE REPURCHASE PROGRAM
On February 20, 2019, the Company entered into an ASR agreement with a financial institution counterparty to repurchase $500 million of its outstanding common stock. The Company paid $500 million to the counterparty and received an initial delivery of 2.2 million shares of its common stock. Final settlement of the ASR agreement was completed on April 26, 2019 and the Company received delivery of an additional 0.6 million shares of the Company’s common stock.
In total, the Company repurchased 2.8 million shares of the Company’s common stock during the term of the ASR Agreement, based on the volume-weighted average price (net of discount) of $180.33/share over the duration of the program. The initial share repurchase and final share settlement were recorded as a reduction to shareholders’ equity.
NOTE 6 CASH EQUIVALENTS AND INVESTMENTS
The table below provides additional information on the Company’s cash equivalents and investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Fair Value
|
|
Balance sheet location
|
|
Cash and cash equivalents
|
|
Short-term investments
|
|
Other assets
|
Certificates of deposit and money market deposit accounts (1)
|
$
|
1,430
|
|
|
$
|
—
|
|
|
$
|
1,430
|
|
|
$
|
1,325
|
|
|
$
|
99
|
|
|
$
|
6
|
|
Mutual funds
|
$
|
54
|
|
|
$
|
6
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Fair Value
|
|
Balance sheet location
|
|
Cash and cash equivalents
|
|
Short-term investments
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit and money market deposit accounts (1)
|
$
|
971
|
|
|
$
|
—
|
|
|
$
|
971
|
|
|
$
|
866
|
|
|
$
|
95
|
|
|
$
|
10
|
|
Mutual funds
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
(1)Consists of time deposits and money market deposit accounts. The remaining contractual maturities for the certificates of deposits classified as short-term investments were one to 12 months at December 31, 2020 and at December 31, 2019. The remaining contractual maturities for the certificates of deposits classified in other assets are 13 to 23 months at December 31, 2020 and 13 to 18 months at December 31, 2019. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.
In addition, the Company invested in Corporate-Owned Life Insurance (COLI) in the first quarter of 2020. As of December 31, 2020, the contract value of the COLI was $17 million.
NOTE 7 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage the aforementioned financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.
Derivatives and non-derivative instruments designated as accounting hedges:
Interest Rate Swaps Designated as Fair Value Hedges
The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the 3-month and 6-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statement of operations.
The following table summarizes the Company’s interest rate swaps designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature of Swap
|
|
Notional Amount
As of December 31,
|
|
Floating Interest Rate
|
Hedged Item
|
|
2020
|
|
2019
|
|
2012 Senior Notes due 2022
|
|
Pay Floating/Receive Fixed
|
|
$
|
330
|
|
|
$
|
330
|
|
|
3-month LIBOR
|
2017 Senior Notes due 2021 (1)
|
|
Pay Floating/Receive Fixed
|
|
$
|
—
|
|
|
$
|
500
|
|
|
3-month LIBOR
|
2017 Senior Notes due 2023
|
|
Pay Floating/Receive Fixed
|
|
$
|
250
|
|
|
$
|
250
|
|
|
3-month LIBOR
|
2017 Senior Notes due 2028 (2)
|
|
Pay Floating/Receive Fixed
|
|
$
|
500
|
|
|
$
|
—
|
|
|
3-month LIBOR
|
2020 Senior Notes due 2025 (3)
|
|
Pay Floating/Receive Fixed
|
|
$
|
300
|
|
|
$
|
—
|
|
|
6-month LIBOR
|
Total
|
|
|
|
$
|
1,380
|
|
|
$
|
1,080
|
|
|
|
(1) These interest rates swaps were terminated in conjunction with the repayment of the 2017 Senior Notes due 2021 in the third quarter of 2020.
(2) These interest rate swaps were executed in the first quarter of 2020.
(3) These interest rate swaps were executed in the third quarter of 2020.
Refer to Note 18 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.
The following table summarizes the impact to the statement of operations of the Company’s interest rate swaps designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recorded
|
|
Amount of Income
Recognized in the Consolidated
Statements of Operations
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Interest expense, net
|
|
|
|
$
|
(205)
|
|
|
$
|
(208)
|
|
|
$
|
(215)
|
|
Descriptions
|
|
Location on Consolidated Statements of Operations
|
|
|
|
|
|
|
Net interest settlements and accruals on interest rate swaps
|
|
Interest expense, net
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
(2)
|
|
Fair value changes on interest rate swaps
|
|
Interest expense, net
|
|
47
|
|
|
25
|
|
|
2
|
|
Fair value changes on hedged debt
|
|
Interest expense, net
|
|
$
|
(47)
|
|
|
$
|
(25)
|
|
|
$
|
(2)
|
|
Net Investment Hedges
Debt designated as net investment hedges
The Company has designated €500 million of the 2015 Senior Notes Due 2027 and €750 million of the 2019 Senior Notes due 2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless terminated early at the discretion of the Company.
Cross currency swaps designated as net investment hedges
The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. The following table provides information on the cross-currency swaps designated as net investment hedges under ASC Topic 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
Pay
|
|
Receive
|
Nature of Swap
|
|
Notional Amount
|
|
Weighted Average Interest Rate
|
|
Notional Amount
|
|
Weighted Average Interest Rate
|
Pay Fixed/Receive Fixed
|
|
€
|
1,079
|
|
|
1.43%
|
|
$
|
1,220
|
|
|
3.96%
|
Pay Floating/Receive Floating
|
|
959
|
|
|
Based on 3-month EURIBOR
|
|
1,080
|
|
|
Based on 3-month USD LIBOR
|
Total
|
|
€
|
2,038
|
|
|
|
|
$
|
2,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
Pay
|
|
Receive
|
Nature of Swap
|
|
Notional Amount
|
|
Weighted Average Interest Rate
|
|
Notional Amount
|
|
Weighted Average Interest Rate
|
Pay Fixed/Receive Fixed
|
|
€
|
1,079
|
|
|
1.43%
|
|
$
|
1,220
|
|
|
3.96%
|
Pay Floating/Receive Floating
|
|
931
|
|
|
Based on 3-month EURIBOR
|
|
1,080
|
|
|
Based on 3-month USD LIBOR
|
Total
|
|
€
|
2,010
|
|
|
|
|
$
|
2,300
|
|
|
|
During the first quarter of 2020, the Company executed €450 million notional value of cross-currency swaps (set to expire in 2026). During the third quarter of 2020, the Company early-terminated €422.5 million notional value of cross-currency swaps (set to expire in 2021), resulting in immaterial cash proceeds.
As of December 31, 2020, these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
|
2021
|
|
€
|
265
|
|
2022
|
|
€
|
438
|
|
2023
|
|
€
|
442
|
|
2024
|
|
€
|
443
|
|
2026
|
|
€
|
450
|
|
Total
|
|
€
|
2,038
|
|
Forward contracts designated as net investment hedges
The Company also enters into forward contracts to mitigate FX exposure related to a portion of the Company’s euro and GBP net investment in certain foreign subsidiaries against changes in euro/USD and GBP/euro exchange rates. The following table summarizes the notional amounts of the Company's outstanding forward contracts that were designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
Notional amount of net investment hedges
|
|
Sell
|
|
Buy
|
|
Sell
|
|
Buy
|
|
|
Contract to sell EUR for USD
|
|
€
|
524
|
|
|
$
|
627
|
|
|
—
|
|
|
—
|
|
|
|
Contract to sell GBP for EUR
|
|
£
|
134
|
|
|
€
|
148
|
|
|
—
|
|
|
—
|
|
|
|
These forward contracts both will expire in February 2021.
Cash Flow Hedges
Interest Rate Forward Contracts
In January 2020, the Company entered into $300 million notional amount treasury rate locks with an average locked-in U.S. 30-year Treasury rate of 2.0103%, which were designated as cash flow hedges and used to manage the Company’s interest rate risk during the period prior to an anticipated issuance of 30-year debt. The treasury lock interest rate forward contracts matured on April 30, 2020, resulting in a cumulative loss of $68 million, which was recognized in AOCI. The loss on the Treasury rate lock will be reclassified from AOCI to earnings in the same period that the hedged transaction (i.e. interest payments on the 3.25% 2020 Senior Notes, due 2050) impacts earnings.
The following table provides information on the gains/(losses) on the Company’s net investment and cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain/(Loss)
Recognized in AOCI on
Derivative, net of Tax
|
|
Amount of Gain/(Loss)
Reclassified from AOCI into
Income, net of tax
|
|
Gain/(Loss) Recognized in
Income on Derivative
(Amount Excluded from
Effectiveness Testing)
|
|
Derivative and Non-Derivative Instruments in Net Investment Hedging Relationships
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
|
FX forward contracts
|
$
|
(14)
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cross currency swaps
|
(165)
|
|
|
29
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
52
|
|
|
11
|
|
|
Long-term debt
|
(95)
|
|
|
(7)
|
|
(1)
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total net investment hedges
|
$
|
(274)
|
|
|
$
|
26
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
52
|
|
|
$
|
11
|
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross currency swap
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate contracts
|
(51)
|
|
|
—
|
|
|
(2)
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total cash flow hedges
|
(51)
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
$
|
(325)
|
|
|
$
|
26
|
|
|
$
|
34
|
|
|
$
|
(2)
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
52
|
|
|
$
|
11
|
|
|
(1)Due to the Company's adoption of ASU 2018-02 during 2019, $3 million related to the tax effect of this net investment hedge was reclassified to retained earnings.
The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCI is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Gains/(Losses), net of tax
|
|
December 31, 2020
|
|
December 31, 2019
|
Net investment hedges
|
|
|
|
Cross currency swaps
|
$
|
(124)
|
|
|
$
|
41
|
|
FX forwards
|
12
|
|
|
26
|
|
Long-term debt
|
(108)
|
|
|
(13)
|
|
Total net investment hedges
|
(220)
|
|
|
54
|
|
Cash flow hedges
|
|
|
|
Interest Rate Contract
|
(51)
|
|
|
(2)
|
|
Cross-currency swap
|
2
|
|
|
2
|
|
Total cash flow hedges
|
(49)
|
|
|
—
|
|
Total net (loss) gain in AOCI
|
$
|
(269)
|
|
|
$
|
54
|
|
Derivatives not designated as accounting hedges:
Foreign exchange forwards
The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of Topic 815 of the ASC. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating (expense) income, net in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through February 2021.
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
Notional Amount of Currency Pair:
|
Sell
|
|
Buy
|
|
Sell
|
|
Buy
|
Contracts to sell USD for GBP
|
$
|
295
|
|
|
£
|
222
|
|
|
$
|
235
|
|
|
£
|
178
|
|
Contracts to sell USD for Japanese Yen
|
$
|
15
|
|
|
¥
|
1,600
|
|
|
$
|
29
|
|
|
¥
|
3,200
|
|
Contracts to sell USD for Canadian dollars
|
$
|
107
|
|
|
C$
|
140
|
|
|
$
|
83
|
|
|
C$
|
110
|
|
Contracts to sell USD for Singapore dollars
|
$
|
59
|
|
|
S$
|
79
|
|
|
$
|
41
|
|
|
S$
|
56
|
|
Contracts to sell USD for Euros
|
$
|
447
|
|
|
€
|
376
|
|
|
$
|
421
|
|
|
€
|
378
|
|
Contracts to sell Euros for GBP
|
€
|
135
|
|
|
£
|
121
|
|
|
€
|
25
|
|
|
£
|
21
|
|
Contracts to sell USD for Russian Ruble
|
$
|
13
|
|
|
₽
|
1,000
|
|
|
$
|
—
|
|
|
₽
|
—
|
|
Contracts to sell USD for Indian Rupee
|
$
|
18
|
|
|
₹
|
1,350
|
|
|
$
|
—
|
|
|
₹
|
—
|
|
NOTE: € = Euro, £ = British pound, S$ = Singapore dollar, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, ₽= Russian Ruble, ₹= Indian Rupee
The following table summarizes the impact to the consolidated statements of operations relating to the net gain (loss) on the Company’s derivatives which are not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Derivatives Not Designated as Accounting Hedges
|
Location on Statement of Operations
|
2020
|
|
2019
|
|
2018
|
FX forwards
|
Other non-operating expense, net
|
$
|
41
|
|
|
$
|
(11)
|
|
|
$
|
(52)
|
|
The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of derivative instruments as well as the carrying value of its non-derivative debt instruments designated and qualifying as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative and Non-derivative Instruments
|
|
Balance Sheet Location
|
|
December 31, 2020
|
|
December 31, 2019
|
Assets:
|
|
|
|
|
|
Derivatives designated as accounting hedges:
|
|
|
|
|
|
Cross-currency swaps designated as net investment hedges
|
Other assets
|
|
$
|
—
|
|
|
$
|
56
|
|
Interest rate swaps designated as fair value hedges
|
Other assets
|
|
57
|
|
|
27
|
|
Total derivatives designated as accounting hedges
|
|
|
57
|
|
|
83
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
FX forwards on certain assets and liabilities
|
Other current assets
|
|
31
|
|
|
9
|
|
Total assets
|
|
|
$
|
88
|
|
|
$
|
92
|
|
Liabilities:
|
|
|
|
|
|
Derivatives designated as accounting hedges:
|
|
|
|
|
|
FX forwards designated as net investment hedges
|
Accounts payable and accrued liabilities
|
|
$
|
16
|
|
|
$
|
—
|
|
Cross-currency swaps designated as net investment hedges
|
Accounts payable and accrued liabilities
|
|
23
|
|
|
—
|
|
Cross-currency swaps designated as net investment hedges
|
Other liabilities
|
|
144
|
|
|
—
|
|
Interest rate swaps
|
Other liabilities
|
|
1
|
|
|
—
|
|
Total derivatives designated as accounting hedges
|
|
|
184
|
|
|
—
|
|
Non-derivative instrument designated as accounting hedge:
|
|
|
|
|
|
Long-term debt designated as net investment hedge
|
Long-term debt
|
|
1,530
|
|
|
1,403
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
FX forwards on certain assets and liabilities
|
Accounts payable and accrued liabilities
|
|
2
|
|
|
—
|
|
Total liabilities
|
|
|
$
|
1,716
|
|
|
$
|
1,403
|
|
NOTE 8 PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2020
|
|
|
2019
|
Office and computer equipment (3 - 10 year estimated useful life)
|
|
$
|
260
|
|
|
|
$
|
221
|
|
Office furniture and fixtures (3 - 10 year estimated useful life)
|
|
49
|
|
|
|
51
|
|
Internal-use computer software (1 - 10 year estimated useful life)
|
|
666
|
|
|
|
619
|
|
Leasehold improvements and building (1 - 21 year estimated useful life)
|
|
231
|
|
|
|
240
|
|
Total property and equipment, at cost
|
|
1,206
|
|
|
|
1,131
|
|
Less: accumulated depreciation and amortization
|
|
(928)
|
|
|
|
(839)
|
|
Total property and equipment, net
|
|
$
|
278
|
|
|
|
$
|
292
|
|
Depreciation and amortization expense related to the above assets was $96 million, $97 million, and $90 million for the years ended December 31, 2020, 2019 and 2018, respectively.
NOTE 9 ACQUISITIONS AND DIVESTITURE
The following is a discussion of material acquisitions completed by the Company. The business combinations described below are accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at fair value on the date of the transaction. Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. Goodwill typically results through expected synergies from combining operations of an acquiree and an acquirer, anticipated new customer acquisition and products, as well as from intangible assets that do not
qualify for separate recognition. Pro forma financial information has not been presented for any of the acquired businesses described below as the financial results of these acquired entities are not material relative to the Company’s financial results.
RDC
On February 13, 2020, the Company acquired 100% of RDC, a provider of anti-money laundering and know-your-customer data and due diligence services.
The table below details the total consideration relating to the acquisition:
|
|
|
|
|
|
|
|
|
Cash paid at closing
|
|
$
|
700
|
|
Additional consideration paid to sellers in 2020 (1)
|
|
2
|
|
Total consideration
|
|
$
|
702
|
|
(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.
Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
Current assets
|
|
|
$
|
24
|
|
Intangible assets:
|
|
|
|
Customer relationships (25 year weighted average life)
|
$
|
174
|
|
|
|
Database (10 year weighted average life)
|
86
|
|
|
|
Product technology (4 year weighted average life)
|
17
|
|
|
|
Trade name (3 year weighted average life)
|
3
|
|
|
|
Total intangible assets (19 year weighted average life)
|
|
|
280
|
|
Goodwill
|
|
|
494
|
|
Other assets
|
|
|
2
|
|
Liabilities:
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
(5)
|
|
|
|
Deferred revenue
|
(20)
|
|
|
|
Deferred tax liabilities
|
(71)
|
|
|
|
Other liabilities
|
(2)
|
|
|
|
Total liabilities
|
|
|
(98)
|
|
Net assets acquired
|
|
|
$
|
702
|
|
Current assets in the table above include acquired cash of $6 million. Additionally, current assets include accounts receivable of approximately $14 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary product portfolios of the Company and RDC, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
RDC is a component of the Bureau van Dijk reporting unit for purposes of the Company’s annual goodwill impairment assessment.
Transaction costs
Transaction costs directly related to the RDC acquisition were not material.
Reis
On October 15, 2018, a subsidiary of the Company acquired 100% of Reis, Inc., a provider of commercial real estate market information and analytical tools to real estate professionals. The cash payment of $278 million was funded with cash on hand. The acquisition further expands Moody’s Analytics’ network of data and analytics providers in the commercial real estate space.
Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
Current assets
|
|
|
$
|
32
|
|
Property and equipment
|
|
|
4
|
|
Intangible assets:
|
|
|
|
Customer relationships (14 year weighted average life)
|
$
|
77
|
|
|
|
Database (5 year weighted average life)
|
13
|
|
|
|
Product technology (7 year weighted average life)
|
10
|
|
|
|
Trade name (10 year weighted average life)
|
4
|
|
|
|
Total intangible assets (12 year weighted average life)
|
|
|
104
|
|
Goodwill
|
|
|
183
|
|
Deferred tax assets
|
|
|
13
|
|
Liabilities:
|
|
|
|
Deferred revenue
|
$
|
(14)
|
|
|
|
Accounts payable and accrued liabilities
|
(20)
|
|
|
|
Deferred tax liabilities
|
(24)
|
|
|
|
Total liabilities
|
|
|
(58)
|
|
Net assets acquired
|
|
|
$
|
278
|
|
Current assets in the table above include acquired cash of $24 million. Additionally, current assets include accounts receivable of approximately $6 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary product portfolios of the Company and Reis, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
Reis is a separate reporting unit for the purposes of the Company’s annual goodwill impairment assessment.
Transaction costs
Transaction costs directly related to the Reis acquisition were not material.
Other Acquisitions
Below is a discussion of acquisitions executed by the Company during the years ended December 31, 2020, 2019 and 2018 for which the purchase prices were not individually material and the near term impact to the Company's financial statements (both individually and in the aggregate) is not expected to be material.
The following businesses were acquired in 2019 and operate in the MIS reportable segment:
In April 2019, the Company acquired a majority stake in Vigeo Eiris, a provider of Environmental, Social and Governance (ESG) research, data and assessments. The acquisition furthers Moody’s objective of promoting global standards for ESG for use by market participants. During 2020, the Company increased its stake in Vigeo Eiris from 69.2% to 99.8%. Vigeo Eiris revenue is reported in the MIS Other LOB.
In July 2019, the Company acquired a majority stake in Four Twenty Seven, Inc., a provider of data, intelligence, and analysis related to physical climate risks. Four Twenty Seven Climate Solutions revenue is reported in the MIS Other LOB. In connection with this transaction, Moody's recognized a Redeemable Non-controlling Interest for the portion of Four Twenty Seven which the Company does not own. This Redeemable Non-controlling interest was not material.
The following businesses were acquired in 2020 and operate in the MA reportable segment:
During the fourth quarter of 2020, the Company acquired three additional businesses within the MA reportable segment, which were not individually material, but are material in aggregate, to Moody's consolidated financial statements:
–In December 2020, the Company acquired 100% of Catylist, Inc., a provider of commercial real estate solutions for brokers. Catylist revenue is reported in the RD&A LOB.
–In December 2020, the Company acquired 100% of ZM Financial Systems, a provider of financial management software for the U.S. banking sector. ZMFS revenue is reported in the ERS LOB.
–In October 2020, the Company acquired 100% of Acquire Media, an aggregator and distributor of curated real-time news, multimedia, data, and alerts. AM revenue is reported in the RD&A LOB.
The aggregate consideration transferred for the aforementioned acquisitions of $205 million was funded by cash on hand, and is subject to customary post-closing completion adjustments that are not expected to be material.
The Company has performed preliminary valuation analyses of the fair market value of assets and liabilities of the acquired businesses. The final purchase price allocations will be determined when the Company has completed and fully reviewed the detailed valuations. The final allocations could differ materially from the preliminary allocations. The final allocations may include changes in allocations to acquired intangible assets as well as goodwill and other changes to assets and liabilities including tax liabilities. The estimated useful lives of acquired intangible assets are also preliminary.
The following table summarizes the aggregate preliminary estimates of fair value of the assets acquired and liabilities assumed as of the respective closing dates for each acquisition.
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
Current assets
|
|
$
|
5
|
|
Intangible assets:
|
|
|
Customer relationships (18 year weighted average life)
|
$
|
47
|
|
|
Product technology (8 year weighted average life)
|
23
|
|
|
Database (10 year weighted average life)
|
8
|
|
|
Trade name (14 year weighted average life)
|
4
|
|
|
Total intangible assets (14 year weighted average life)
|
|
82
|
|
Goodwill
|
|
131
|
|
Other assets
|
|
3
|
|
Total assets acquired
|
|
221
|
|
Current liabilities
|
|
8
|
|
Long-term liabilities
|
|
8
|
|
Total liabilities assumed
|
|
16
|
|
Net assets acquired
|
|
$
|
205
|
|
The following businesses were acquired in 2019 and 2018 and operate in the MA reportable segment:
–In October 2019, the Company acquired the ABS Suite business, which includes a software platform used by issuers and trustees for the administration of asset-backed and mortgage-backed securities programs. ABS Suite revenue is reported in the RD&A LOB.
–In July 2019, the Company acquired 100% of RiskFirst, a company providing risk analytic solutions for the asset management and pension fund communities. RiskFirst revenue is reported in the ERS LOB.
–In August 2018, the Company acquired 100% of Omega Performance, a provider of online credit training. Revenue for Omega Performance is reported in the PS LOB.
Divestiture
On November 8, 2019, the Company completed the sale of MAKS to Equistone Partners Europe Limited (Equistone), a European private equity firm for $227 million in net cash proceeds.
This divestiture resulted in a loss of $23 million ($9 million in 2020 and $14 million in 2019), which included $32 million of currency translation losses reclassified from AOCI to the statement of operations. Additionally, in connection with this divestiture, the Company has recorded certain indemnification provisions. These provisions totaled $33 million and $43 million as of December 31, 2020 and 2019, respectively. These amounts are included in other liabilities at December 31, 2020 and 2019 in the consolidated balance sheets of the Company.
NOTE 10 GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
The following table summarizes the activity in goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
MIS
|
|
MA
|
|
Consolidated
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
Balance at beginning of year
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
3,419
|
|
|
$
|
(12)
|
|
|
$
|
3,407
|
|
|
$
|
3,734
|
|
|
$
|
(12)
|
|
|
$
|
3,722
|
|
Additions/
adjustments (1)
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
628
|
|
|
—
|
|
|
628
|
|
|
626
|
|
|
—
|
|
|
626
|
|
Foreign currency translation adjustments
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
210
|
|
|
—
|
|
|
210
|
|
|
208
|
|
|
—
|
|
|
208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
311
|
|
|
$
|
4,257
|
|
|
$
|
(12)
|
|
|
$
|
4,245
|
|
|
$
|
4,568
|
|
|
$
|
(12)
|
|
|
$
|
4,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
MIS
|
|
MA
|
|
Consolidated
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
|
Gross
goodwill
|
|
Accumulated
impairment
charge
|
|
Net
goodwill
|
Balance at beginning of year
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
3,535
|
|
|
$
|
(12)
|
|
|
$
|
3,523
|
|
|
$
|
3,793
|
|
|
$
|
(12)
|
|
|
$
|
3,781
|
|
Additions/
adjustments (2)
|
53
|
|
|
—
|
|
|
53
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
114
|
|
|
—
|
|
|
114
|
|
Foreign currency translation adjustments
|
4
|
|
|
—
|
|
|
4
|
|
|
(14)
|
|
|
—
|
|
|
(14)
|
|
|
(10)
|
|
|
—
|
|
|
(10)
|
|
Divestiture of MAKS
|
|
|
|
|
|
|
$
|
(163)
|
|
|
|
|
$
|
(163)
|
|
|
$
|
(163)
|
|
|
$
|
—
|
|
|
$
|
(163)
|
|
Ending balance
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
3,419
|
|
|
$
|
(12)
|
|
|
$
|
3,407
|
|
|
$
|
3,734
|
|
|
$
|
(12)
|
|
|
$
|
3,722
|
|
(1) The 2020 additions/adjustments for the MA segment in the table above relate to the acquisitions of RDC, AM, ZMFS, and Catylist.
(2) The 2019 additions/adjustments for the MIS segment in the table above relate to the acquisitions of Vigeo Eiris and Four Twenty Seven. The 2019 additions/adjustments for the MA segment in the table above relate to the acquisitions of RiskFirst and ABS Suite.
Acquired intangible assets and related amortization consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Customer relationships
|
$
|
1,623
|
|
|
$
|
1,325
|
|
Accumulated amortization
|
(313)
|
|
|
(235)
|
|
Net customer relationships
|
1,310
|
|
|
1,090
|
|
Trade secrets
|
30
|
|
|
30
|
|
Accumulated amortization
|
(29)
|
|
|
(29)
|
|
Net trade secrets
|
1
|
|
|
1
|
|
Software/product technology
|
417
|
|
|
372
|
|
Accumulated amortization
|
(166)
|
|
|
(131)
|
|
Net software/product technology
|
251
|
|
|
241
|
|
Trade names
|
161
|
|
|
150
|
|
Accumulated amortization
|
(38)
|
|
|
(30)
|
|
Net trade names
|
123
|
|
|
120
|
|
Other (1)
|
192
|
|
|
80
|
|
Accumulated amortization
|
(53)
|
|
|
(34)
|
|
Net other
|
139
|
|
|
46
|
|
Total
|
$
|
1,824
|
|
|
$
|
1,498
|
|
(1)Other intangible assets primarily consist of databases, covenants not to compete, and acquired ratings methodologies and models.
Amortization expense relating to acquired intangible assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Amortization expense
|
$
|
124
|
|
|
$
|
103
|
|
|
$
|
102
|
|
Estimated future annual amortization expense for intangible assets subject to amortization is as follows:
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
|
2021
|
|
$
|
131
|
|
2022
|
|
131
|
|
2023
|
|
126
|
|
2024
|
|
119
|
|
2025
|
|
117
|
|
Thereafter
|
|
1,200
|
|
Total estimated future amortization
|
|
$
|
1,824
|
|
Matters concerning the ICRA reporting unit
On August 29, 2019, the board of directors of ICRA terminated the employment of ICRA's CEO and on September 28, 2019, the shareholders of ICRA voted to remove the former CEO from his position on ICRA's board of directors. ICRA appointed a new Managing Director & Group CEO effective August 10, 2020. ICRA has reported that the Securities and Exchange Board of India (SEBI) issued an adjudication order dated December 26, 2019 imposing a penalty of INR 25 lakh (approximately $35,000) on ICRA in connection with credit ratings assigned to one of ICRA’s customers and the customer’s subsidiaries. ICRA has further reported that: (i) it had appealed that order; and (ii) it has received a related "show cause" notice from SEBI asking ICRA to demonstrate why the penalty imposed should not be increased. In an order dated September 22, 2020, SEBI increased the penalty imposed on ICRA from INR 25 lakh to INR 1 crore (approximately $140,000) and ICRA has disclosed that it has appealed that order. In addition, ICRA has disclosed that it completed the internal examinations it conducted into anonymous allegations that were forwarded to ICRA by SEBI, certain additional allegations made during the course of that examination, and a separate anonymous complaint. ICRA reported that its Board of Directors have taken appropriate actions based on the findings of the completed examinations. As of the date of this annual report on Form 10-K, the Company is unable to estimate the financial impact, if any, that may result from a potential unfavorable conclusion of these matters or any other ICRA inquiry. An unfavorable resolution of such matters may negatively impact ICRA’s future operating results, which could result in an impairment of goodwill and amortizable intangible assets in future quarters.
NOTE 11 RESTRUCTURING
On December 22, 2020, the chief executive officer of Moody’s approved a restructuring program (the “2020 MA Strategic Reorganization Restructuring Program”) that the Company estimates will result in annualized savings of $25 to $30 million per year. This program relates to a strategic reorganization in the MA reportable segment and is estimated to result in total pre-tax charges of approximately $20 to $30 million, consisting of severance and related costs primarily determined under the Company’s existing severance plans. The 2020 MA Strategic Reorganization Restructuring Program is expected to be substantially complete in the first half of 2021. Cash outlays associated with this program are expected to be $20 to $30 million, which will be paid through 2022.
On July 29, 2020, the chief executive officer of Moody’s approved a restructuring program (the “2020 Real Estate Rationalization Restructuring Program”) primarily in response to the COVID-19 pandemic which revolves around the rationalization and exit of certain real estate leases. The exit from certain leased office space began in the third quarter of 2020 and is anticipated to be substantially completed during the first half of 2021. The 2020 Real Estate Rationalization Restructuring Program primarily reflects non-cash charges related to the impairment of operating lease right-of-use assets and leasehold improvements. The 2020 Restructuring Program is expected to result in an estimated annualized savings of approximately $5 to $6 million a year and is substantially complete at December 31, 2020.
On October 26, 2018, the chief executive officer of Moody’s approved a restructuring program (the “2018 Restructuring Program”) that the Company estimates will result in annualized savings of approximately $60 million per year. The 2018 Restructuring Program, the scope of which was expanded in the second quarter of 2019, is substantially complete at December 31, 2020. The 2018 Restructuring Program included relocation of certain functions from high-cost to lower-cost jurisdictions, a reduction of staff, including from acquisitions and pursuant to a review of the business criticality of certain positions, and the rationalization and exit of certain real estate due to consolidation of various business activities. The exit from certain leased office space began in the fourth quarter of 2018 and resulted in $50 million of the charges to either terminate or sublease the affected real estate leases. The 2018 Restructuring Program also included $55 million of personnel-related restructuring charges, an amount that includes severance and related costs primarily determined under the Company’s existing severance plans. Cash outlays associated with the employee termination cost component of the 2018 Restructuring Program were $55 million.
Total expenses included in the accompanying consolidated statements of operations relating to the Company's restructuring programs are as follows:
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|
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|
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|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
2018 Restructuring Program
|
$
|
(4)
|
|
|
$
|
60
|
|
|
$
|
49
|
|
2020 Real Estate Rationalization Restructuring Program
|
36
|
|
|
—
|
|
|
—
|
|
2020 MA Strategic Reorganization Restructuring Program
|
18
|
|
|
—
|
|
|
—
|
|
Total Restructuring
|
$
|
50
|
|
|
$
|
60
|
|
|
$
|
49
|
|
Changes to the restructuring liability were as follows:
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|
|
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|
|
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|
|
|
|
|
|
|
Employee Termination Costs
|
|
Contract Termination Costs
|
|
Total Restructuring Liability
|
Balance as of December 31, 2018
|
$
|
30
|
|
|
$
|
12
|
|
|
$
|
42
|
|
2018 Restructuring Program (1):
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|
|
|
|
Adoption of New Lease Accounting Standard (2)
|
—
|
|
|
(11)
|
|
|
(11)
|
|
Cost incurred and adjustments
|
26
|
|
|
5
|
|
|
31
|
|
Cash payments and adjustments
|
(35)
|
|
|
(3)
|
|
|
(38)
|
|
Balance as of December 31, 2019
|
$
|
21
|
|
|
$
|
3
|
|
|
$
|
24
|
|
2018 Restructuring Program:
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|
|
|
|
Cost incurred and adjustments
|
(4)
|
|
|
—
|
|
|
(4)
|
|
Cash payments and adjustments
|
(17)
|
|
|
(1)
|
|
|
(18)
|
|
2020 Real Estate Rationalization Restructuring Program (3):
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|
|
|
|
|
Cost incurred and adjustments
|
—
|
|
|
1
|
|
|
1
|
|
2020 MA Strategic Reorganization Restructuring Program:
|
|
|
|
|
|
Cost incurred and adjustments
|
18
|
|
|
—
|
|
|
18
|
|
|
|
|
|
|
|
Balance as of December 31, 2020
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
21
|
|
|
|
|
|
|
|
Cumulative expense incurred to date
|
|
|
|
|
|
2018 Restructuring Program
|
$
|
55
|
|
|
$
|
50
|
|
|
|
2020 Real Estate Rationalization Restructuring Program:
|
$
|
—
|
|
|
$
|
36
|
|
|
|
2020 MA Strategic Reorganization Restructuring Program:
|
$
|
18
|
|
|
$
|
—
|
|
|
|
(1)The liability excludes $4 million of non-cash acceleration of amortization of leasehold improvements relating to the rationalization and exit of certain real estate leases as well as $25 million of ROU Asset impairment charges for the year ended December 31, 2019. The fair value of the impaired ROU Assets was determined by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of those ROU assets subsequent to the impairment was $18 million, and is categorized as Level 3 within the ASC Topic 820 fair value hierarchy.
(2)Upon the adoption of the New Lease Accounting Standard, the Company recorded a reclassification of $11 million of liabilities in the first quarter of 2019 for costs associated with certain real estate leases which were exited in previous years, as a reduction of the ROU Asset capitalized upon adoption.
(3)The liability excludes $13 million of non-cash acceleration of amortization of leasehold improvements relating to the rationalization and exit of certain real estate leases as well as $21 million of ROU Asset impairment charges for the year ended December 31, 2020. The fair value of the impaired ROU Assets was determined by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of those ROU assets subsequent to the impairment was $10 million, and is categorized as Level 3 within the ASC Topic 820 fair value hierarchy.
As of December 31, 2020, a majority of the remaining $21 million restructuring liability is expected to be paid out through 2022.
NOTE 12 FAIR VALUE
The table below presents information about items which are carried at fair value on a recurring basis at December 31, 2020 and 2019:
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|
|
|
|
|
|
|
|
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|
Fair value Measurement as of December 31, 2020
|
|
Description
|
|
Balance
|
|
Level 1
|
|
Level 2
|
Assets:
|
|
|
|
|
|
|
|
Derivatives (1)
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
60
|
|
|
60
|
|
|
—
|
|
|
Total
|
|
$
|
148
|
|
|
$
|
60
|
|
|
$
|
88
|
|
Liabilities:
|
|
|
|
|
|
|
|
Derivatives (1)
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
Total
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement as of December 31, 2019
|
|
Description
|
|
Balance
|
|
Level 1
|
|
Level 2
|
Assets:
|
|
|
|
|
|
|
|
Derivatives (1)
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
3
|
|
|
3
|
|
|
—
|
|
|
Total
|
|
$
|
95
|
|
|
$
|
3
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(1)Represents FX forwards on certain assets and liabilities as well as interest rate swaps and cross-currency swaps as more fully described in Note 7 to the consolidated financial statements.
The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, mutual funds, and money market mutual funds:
Derivatives:
In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.
Mutual funds:
The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC Topic 820.
NOTE 13. OTHER BALANCE SHEET INFORMATION
The following tables contain additional detail related to certain balance sheet captions:
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|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Other current assets:
|
|
|
|
Prepaid taxes
|
$
|
94
|
|
|
$
|
79
|
|
Prepaid expenses
|
91
|
|
|
71
|
|
Capitalized costs to obtain and fulfill sales contracts
|
93
|
|
|
91
|
|
Foreign exchange forwards on certain assets and liabilities
|
31
|
|
|
9
|
|
Other
|
74
|
|
|
80
|
|
Total other current assets
|
$
|
383
|
|
|
$
|
330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Other assets:
|
|
|
|
Investments in non-consolidated affiliates
|
$
|
135
|
|
|
$
|
117
|
|
Deposits for real-estate leases
|
19
|
|
|
13
|
|
Indemnification assets related to acquisitions
|
15
|
|
|
16
|
|
Mutual funds and fixed deposits
|
66
|
|
|
10
|
|
Company owned life insurance (at contract value)
|
17
|
|
|
—
|
|
Costs to obtain sales contracts
|
134
|
|
|
119
|
|
Derivative instruments designated as accounting hedges
|
57
|
|
|
83
|
|
Pension and other retirement employee benefits
|
21
|
|
|
—
|
|
Other
|
51
|
|
|
31
|
|
Total other assets
|
$
|
515
|
|
|
$
|
389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Accounts payable and accrued liabilities:
|
|
|
|
Salaries and benefits
|
$
|
197
|
|
|
$
|
152
|
|
Incentive compensation
|
226
|
|
|
208
|
|
Customer credits, advanced payments and advanced billings
|
42
|
|
|
28
|
|
Dividends
|
11
|
|
|
7
|
|
Professional service fees
|
53
|
|
|
43
|
|
Interest accrued on debt
|
82
|
|
|
63
|
|
Accounts payable
|
39
|
|
|
38
|
|
Income taxes
|
128
|
|
|
73
|
|
Pension and other retirement employee benefits
|
45
|
|
|
7
|
|
Accrued royalties
|
19
|
|
|
25
|
|
Foreign exchange forwards on certain assets and liabilities
|
2
|
|
|
—
|
|
Restructuring liability
|
18
|
|
|
21
|
|
Derivative instruments designated as accounting hedges
|
39
|
|
|
—
|
|
Other
|
138
|
|
|
108
|
|
Total accounts payable and accrued liabilities
|
$
|
1,039
|
|
|
$
|
773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Other liabilities:
|
|
|
|
Pension and other retirement employee benefits
|
$
|
244
|
|
|
$
|
299
|
|
|
|
|
|
Interest accrued on UTPs
|
113
|
|
|
82
|
|
MAKS indemnification provisions
|
33
|
|
|
43
|
|
Income tax liability – non-current portion
|
18
|
|
|
51
|
|
Derivative instruments designated as accounting hedges
|
145
|
|
|
—
|
|
Restructuring liability
|
3
|
|
|
3
|
|
Other
|
34
|
|
|
26
|
|
Total other liabilities
|
$
|
590
|
|
|
$
|
504
|
|
NOTE 14 COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table provides details about the reclassifications out of AOCI:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Location in the consolidated
statement of operations
|
|
2020
|
|
2019
|
|
2018
|
|
Currency translation adjustment losses
|
|
|
|
|
|
|
|
Sale of foreign subsidiaries
|
$
|
—
|
|
|
$
|
(32)
|
|
|
$
|
—
|
|
|
Loss pursuant to the divestiture of MAKS
|
Total currency translation adjustment losses
|
—
|
|
|
(32)
|
|
|
—
|
|
|
|
Losses on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contract
|
(3)
|
|
|
—
|
|
|
—
|
|
|
Other non-operating income (expense), net
|
|
|
|
|
|
|
|
|
Income tax effect of item above
|
1
|
|
|
—
|
|
|
—
|
|
|
Provision for income taxes
|
Total net losses on cash flow hedges
|
(2)
|
|
|
—
|
|
|
—
|
|
|
|
Gains on net investment hedges
|
|
|
|
|
|
|
|
Cross currency swaps
|
1
|
|
|
—
|
|
|
—
|
|
|
Other non-operating income (expense), net
|
FX forwards
|
—
|
|
|
3
|
|
|
—
|
|
|
Other non-operating income (expense), net
|
Total before income taxes
|
1
|
|
|
3
|
|
|
—
|
|
|
|
Income tax effect of item above
|
—
|
|
|
(1)
|
|
|
—
|
|
|
Provision for income taxes
|
Total net gains on net investment hedges
|
1
|
|
|
2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and other retirement benefits
|
|
|
|
|
|
|
|
Amortization of actuarial losses and prior service costs included in net income
|
(6)
|
|
|
(3)
|
|
|
(5)
|
|
|
Other non-operating income (expense), net
|
Accelerated recognition of loss due to settlement
|
(2)
|
|
|
—
|
|
|
—
|
|
|
Other non-operating income (expense), net
|
Total before income taxes
|
(8)
|
|
|
(3)
|
|
|
(5)
|
|
|
|
Income tax effect of item above
|
2
|
|
|
1
|
|
|
1
|
|
|
Provision for income taxes
|
Total pension and other retirement benefits
|
(6)
|
|
|
(2)
|
|
|
(4)
|
|
|
|
Total losses included in Net Income attributable to reclassifications out of AOCI
|
$
|
(7)
|
|
|
$
|
(32)
|
|
|
$
|
(4)
|
|
|
|
The following table shows changes in AOCI by component (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Pension and Other Retirement Benefits
|
|
Gains / (Losses) on Cash Flow Hedges
|
|
|
Foreign Currency Translation Adjustments
|
|
Net Investment Hedges
|
|
|
|
Total
|
Balance December 31, 2019
|
$
|
(92)
|
|
|
$
|
—
|
|
|
|
$
|
(401)
|
|
|
$
|
54
|
|
|
|
|
$
|
(439)
|
|
Other comprehensive income/(loss) before reclassifications
|
(32)
|
|
|
(51)
|
|
|
|
356
|
|
|
(273)
|
|
|
|
|
—
|
|
Amounts reclassified from AOCI
|
6
|
|
|
2
|
|
|
|
—
|
|
|
(1)
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss)
|
(26)
|
|
|
(49)
|
|
|
|
356
|
|
|
(274)
|
|
|
|
|
7
|
|
Balance December 31, 2020
|
$
|
(118)
|
|
|
$
|
(49)
|
|
|
|
$
|
(45)
|
|
|
$
|
(220)
|
|
|
|
|
$
|
(432)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
Pension and Other Retirement Benefits
|
|
Gains / (Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Net Investment Hedges
|
|
|
|
Total
|
Balance December 31, 2018
|
$
|
(53)
|
|
|
$
|
—
|
|
|
$
|
(406)
|
|
|
$
|
33
|
|
|
|
|
$
|
(426)
|
|
Adoption of ASU 2018-02
|
(17)
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
|
|
(20)
|
|
Other comprehensive income/(loss) before reclassifications
|
(24)
|
|
|
—
|
|
|
(27)
|
|
|
26
|
|
|
|
|
(25)
|
|
Amounts reclassified from AOCI
|
2
|
|
|
—
|
|
|
32
|
|
|
(2)
|
|
|
|
|
32
|
|
Other comprehensive income/(loss)
|
(39)
|
|
|
—
|
|
|
5
|
|
|
21
|
|
|
|
|
(13)
|
|
Balance December 31, 2019
|
$
|
(92)
|
|
|
$
|
—
|
|
|
$
|
(401)
|
|
|
$
|
54
|
|
|
|
|
$
|
(439)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
Pension and Other Retirement Benefits
|
|
Gains / (Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Net Investment Hedges
|
|
Gains on Available for Sale Securities
|
|
Total
|
Balance December 31, 2017
|
$
|
(61)
|
|
|
$
|
1
|
|
|
$
|
(113)
|
|
|
$
|
(1)
|
|
|
$
|
2
|
|
|
$
|
(172)
|
|
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
(2)
|
|
Other comprehensive income/(loss) before reclassifications
|
4
|
|
|
(1)
|
|
|
(293)
|
|
|
34
|
|
|
—
|
|
|
(256)
|
|
Amounts reclassified from AOCI
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Other comprehensive income/(loss)
|
8
|
|
|
(1)
|
|
|
(293)
|
|
|
34
|
|
|
(2)
|
|
|
(254)
|
|
Balance December 31, 2018
|
$
|
(53)
|
|
|
$
|
—
|
|
|
$
|
(406)
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
(426)
|
|
NOTE 15 PENSION AND OTHER RETIREMENT BENEFITS
U.S. Plans
Moody’s maintains funded and unfunded noncontributory Defined Benefit Pension Plans ("DBPPs"). The DBPPs provide defined benefits using a cash balance formula based on years of service and career average salary or final average pay for selected executives. The Company also provides certain healthcare and life insurance benefits for retired U.S. employees. The retirement healthcare plans are contributory; the life insurance plans are noncontributory. Moody’s funded and unfunded U.S. pension plans, the U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Retirement Plans”. The U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Other Retirement Plans”.
Through 2007, substantially all U.S. employees were eligible to participate in the Company’s DBPPs. Effective January 1, 2008, the Company no longer offers DBPPs to U.S. employees hired or rehired on or after January 1, 2008 and new hires in the U.S. instead will receive a retirement contribution in similar benefit value under the Company’s Profit Participation Plan. Current participants of the Company’s Retirement Plans and Other Retirement Plans continue to accrue benefits based on existing plan benefit formulas.
Following is a summary of changes in benefit obligations and fair value of plan assets for the Retirement Plans for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
Benefit obligation, beginning of the period
|
$
|
(589)
|
|
|
$
|
(508)
|
|
|
$
|
(42)
|
|
|
$
|
(32)
|
|
Service cost
|
(17)
|
|
|
(17)
|
|
|
(3)
|
|
|
(3)
|
|
Interest cost
|
(17)
|
|
|
(21)
|
|
|
(1)
|
|
|
(1)
|
|
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
(1)
|
|
|
(1)
|
|
Benefits paid
|
22
|
|
|
21
|
|
|
2
|
|
|
1
|
|
Actuarial gain (loss)
|
6
|
|
|
(3)
|
|
|
2
|
|
|
—
|
|
Assumption changes
|
(68)
|
|
|
(61)
|
|
|
(5)
|
|
|
(6)
|
|
Benefit obligation, end of the period
|
$
|
(663)
|
|
|
$
|
(589)
|
|
|
$
|
(48)
|
|
|
$
|
(42)
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of the period
|
$
|
395
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
45
|
|
|
60
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(22)
|
|
|
(21)
|
|
|
(2)
|
|
|
(1)
|
|
Employer contributions
|
110
|
|
|
8
|
|
|
1
|
|
|
—
|
|
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Fair value of plan assets, end of the period
|
$
|
528
|
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status of the plans
|
$
|
(135)
|
|
|
$
|
(194)
|
|
|
$
|
(48)
|
|
|
$
|
(42)
|
|
Amounts recorded on the consolidated balance sheets:
|
|
|
|
|
|
|
|
Pension and retirement benefits asset – non current
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pension and retirement benefits liability – current
|
(44)
|
|
|
(6)
|
|
|
(1)
|
|
|
(1)
|
|
Pension and retirement benefits liability – non current
|
(112)
|
|
|
(188)
|
|
|
(47)
|
|
|
(41)
|
|
Net amount recognized
|
$
|
(135)
|
|
|
$
|
(194)
|
|
|
$
|
(48)
|
|
|
$
|
(42)
|
|
Accumulated benefit obligation, end of the period
|
$
|
(601)
|
|
|
$
|
(529)
|
|
|
|
|
|
The increase in the benefit obligation in both 2020 and 2019 primarily resulted from reductions in discount rates, partially offset by a decrease related to lower cash balance conversion interest rates.
The following information is for those pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Aggregate projected benefit obligation
|
$
|
156
|
|
|
$
|
589
|
|
Aggregate accumulated benefit obligation
|
$
|
138
|
|
|
$
|
529
|
|
Aggregate fair value of plan assets
|
$
|
—
|
|
|
$
|
395
|
|
The following table summarizes the pre-tax net actuarial losses and prior service cost recognized in AOCI for the Company’s Retirement Plans as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net actuarial losses
|
$
|
(144)
|
|
|
$
|
(116)
|
|
|
$
|
(8)
|
|
|
$
|
(6)
|
|
Net prior service credits
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Total recognized in AOCI – pretax
|
$
|
(141)
|
|
|
$
|
(112)
|
|
|
$
|
(8)
|
|
|
$
|
(6)
|
|
Net periodic benefit expenses recognized for the Retirement Plans for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Components of net periodic expense
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
17
|
|
|
21
|
|
|
17
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Expected return on plan assets
|
(20)
|
|
|
(20)
|
|
|
(15)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of net actuarial loss and prior service credits from earlier periods
|
7
|
|
|
4
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net periodic expense
|
$
|
21
|
|
|
$
|
22
|
|
|
$
|
27
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
In addition to the amounts reflected in the above table, during the year ended December 31, 2020, the Company recognized a loss of $2 million on settlement of a pension obligation.
The following table summarizes the pre-tax amounts recorded in OCI related to the Company’s Retirement Plans for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Amortization of net actuarial losses and prior service credit
|
$
|
7
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net actuarial (loss)/gain arising during the period
|
(37)
|
|
|
(24)
|
|
|
2
|
|
|
(3)
|
|
|
(6)
|
|
|
3
|
|
Total recognized in OCI – pre-tax
|
$
|
(28)
|
|
|
$
|
(20)
|
|
|
$
|
8
|
|
|
$
|
(3)
|
|
|
$
|
(6)
|
|
|
$
|
3
|
|
ADDITIONAL INFORMATION:
Assumptions—Retirement Plans
Weighted-average assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Discount rate
|
2.24
|
%
|
|
3.04
|
%
|
|
2.30
|
%
|
|
3.05
|
%
|
Rate of compensation increase
|
3.62
|
%
|
|
3.64
|
%
|
|
—
|
|
|
—
|
|
Weighted-average assumptions used to determine net periodic benefit expense for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Retirement Plans
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Discount rate
|
3.04
|
%
|
|
4.07
|
%
|
|
3.46
|
%
|
|
3.05
|
%
|
|
4.10
|
%
|
|
3.45
|
%
|
Expected return on plan assets
|
4.45
|
%
|
|
5.65
|
%
|
|
4.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
3.64
|
%
|
|
3.69
|
%
|
|
3.71
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash balance plan interest crediting rate
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
The expected rate of return on plan assets represents the Company’s best estimate of the long-term return on plan assets and is determined by using a building block approach, which generally weighs the underlying long-term expected rate of return for each major asset class based on their respective allocation target within the plan portfolio, net of plan paid expenses. As the assumption reflects a long-term time horizon, the plan performance in any one particular year does not, by itself, significantly influence the Company’s evaluation. For 2020, the expected rate of return used in calculating the net periodic benefit costs was 4.45%. For 2021, the Company’s expected rate of return assumption is 5.45% to reflect the Company’s current view of long-term capital market outlook. In addition, the Company has updated its mortality assumption by adopting the newly released mortality improvement scale MP-2020 to accompany the Pri2012 mortality tables to reflect the latest information regarding future mortality expectations by the Society of Actuaries.
Plan Assets
Moody’s investment objective for the assets in the funded pension plan is to earn total returns that will minimize future contribution requirements over the long-term within a prudent level of risk. The Company works with its independent investment consultants to determine asset allocation targets for its pension plan investment portfolio based on its assessment of business and financial conditions, demographic and actuarial data, funding characteristics, and related risk factors. Other relevant factors, including historical and forward looking views of inflation and capital market returns, are also considered. Risk management practices include monitoring plan asset performance, diversification across asset classes and investment styles and periodic rebalancing toward asset allocation targets. The Company’s Asset Management Committee is responsible for overseeing the investment activities of the plan, which includes selecting acceptable asset classes, defining allowable ranges of holdings by asset class and by individual investment managers, defining acceptable securities within each asset class, and establishing investment performance expectations. Ongoing monitoring of the plan includes reviews of investment performance and managers on a regular basis, annual liability measurements, and periodic asset/liability studies.
The Company’s investment policy uses risk-controlled investment strategies by increasing the plan’s asset allocation to fixed income securities and specifying ranges of acceptable target allocation by asset class based on different levels of the plan’s accounting funded status. In addition, the investment policy also requires the investment-grade fixed income assets be rebalanced between shorter and longer duration bonds as the interest rate environment changes. This investment policy is designed to help protect the plan’s funded status and to limit volatility of the Company’s contributions. Based on the policy, the Company’s current target asset allocation is approximately 33% (range of 28% to 38%) in equity securities, 62% (range of 57% to 67%) in fixed income securities and 5% (range of 2% to 8%) in other investments and the plan will use a combination of active and passive investment strategies and different investment styles for its investment portfolios within each asset class. The plan’s equity investments are diversified across U.S. and non-U.S. stocks of small, medium and large capitalization. The plan’s fixed income investments are diversified principally across U.S. and non-U.S. government and corporate bonds, which are expected to help reduce plan exposure to interest rate variation and to better align assets with obligations. The plan also invests in other fixed income investments such as debts rated below investment grade, emerging market debt, and convertible securities. The plan’s other investment, which is made through a private real estate debt fund, is expected to provide additional diversification benefits and absolute return enhancement to the plan assets.
Fair value of the assets in the Company’s funded pension plan by asset category at December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement as of December 31, 2020
|
Asset Category
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Measured using NAV practical expedient (1)
|
|
% of total
assets
|
Cash and cash equivalent
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
1
|
%
|
Common/collective trust funds—equity securities
|
|
|
|
|
|
|
|
|
|
U.S. large-cap
|
143
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
27
|
%
|
U.S. small and mid-cap
|
28
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
5
|
%
|
Emerging markets
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
6
|
%
|
Total equity investments
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
38
|
%
|
Emerging markets bond fund
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
6
|
%
|
Common/collective trust funds—fixed income securities
|
|
|
|
|
|
|
|
|
|
Intermediate-term investment grade U.S. government/ corporate bonds
|
214
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
41
|
%
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Inflation-Protected Securities (TIPs)
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
4
|
%
|
Convertible securities
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
3
|
%
|
Private investment fund—high yield securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
2
|
%
|
Total fixed-income investments
|
297
|
|
|
39
|
|
|
214
|
|
|
44
|
|
|
56
|
%
|
Other investment—private real estate fund
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
5
|
%
|
Total Assets
|
$
|
528
|
|
|
$
|
39
|
|
|
$
|
421
|
|
|
$
|
68
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement as of December 31, 2019
|
Asset Category
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Measured using NAV practical expedient (1)
|
|
% of total
assets
|
Cash and cash equivalent
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
1
|
%
|
Common/collective trust funds—equity securities
|
|
|
|
|
|
|
|
|
|
U.S. large-cap
|
140
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
35
|
%
|
U.S. small and mid-cap
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
5
|
%
|
Emerging markets
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
7
|
%
|
Total equity investments
|
190
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
48
|
%
|
Emerging markets bond fund
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
4
|
%
|
Common/collective trust funds—fixed income securities
|
|
|
|
|
|
|
|
|
|
Intermediate-term investment grade U.S. government/ corporate bonds
|
119
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
30
|
%
|
U.S. Treasury Inflation-Protected Securities (TIPs)
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
6
|
%
|
Private investment fund—convertible securities
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
3
|
%
|
Private investment fund—high yield securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
3
|
%
|
Total fixed-income investments
|
180
|
|
|
34
|
|
|
119
|
|
|
27
|
|
|
46
|
%
|
Other investment—private real estate debt fund
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
6
|
%
|
Total Assets
|
$
|
395
|
|
|
$
|
34
|
|
|
$
|
311
|
|
|
$
|
50
|
|
|
100
|
%
|
(1)Investments are measured using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit a reconciliation of the fair value hierarchy to the value of the total plan assets.
Cash and cash equivalents are primarily comprised of investments in money market mutual funds. In determining fair value, Level 1 investments are valued based on quoted market prices in active markets. Investments in common/collective trust funds are valued using the NAV per unit in each fund. The NAV is based on the value of the underlying investments owned by each trust, minus its liabilities, and then divided by the number of shares outstanding. Common/collective trust funds are categorized in Level 2 to the extent that they are considered to have a readily determinable fair value. Investments for which fair value is estimated by using the NAV per share (or its equivalent) as a practical expedient are not categorized in the fair value hierarchy.
Except for the Company’s U.S. funded pension plan, all of Moody’s Retirement Plans are unfunded and therefore have no plan assets.
Cash Flows
The Company contributed $99 million to its U.S. funded pension plan during 2020, but did not contribute to this plan during the year ended December 31, 2019. The Company made payments of $11 million and $8 million related to its U.S. unfunded pension plan obligations during the years ended December 31, 2020 and 2019, respectively. The Company currently does not anticipate making a contribution to its funded pension plan in 2021, and anticipates making payments of $44 million related to its unfunded U.S. pension plans and $1 million related to its other Retirement Plans during the year ended December 31, 2021.
Estimated Future Benefits Payable
Estimated future benefits payments for the Retirement Plans are as follows as of year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
Pension Plans
|
|
Other Retirement Plans
|
2021
|
|
$
|
55
|
|
|
$
|
1
|
|
2022
|
|
17
|
|
|
1
|
|
2023
|
|
25
|
|
|
2
|
|
2024
|
|
21
|
|
|
2
|
|
2025
|
|
24
|
|
|
2
|
|
2026 - 2030
|
|
$
|
139
|
|
|
$
|
13
|
|
Defined Contribution Plans
Moody’s has a Profit Participation Plan covering substantially all U.S. employees. The Profit Participation Plan provides for an employee salary deferral and the Company matches employee contributions, equal to 50% of employee contribution up to a maximum of 3% of the employee’s pay. Effective January 1, 2008, all new hires are automatically enrolled in the Profit Participation Plan when they meet eligibility requirements unless they decline participation. As the Company’s U.S. DBPPs are closed to new entrants effective January 1, 2008, all eligible new hires will instead receive a retirement contribution into the Profit Participation Plan in value similar to the pension benefits. Additionally, effective January 1, 2008, the Company implemented a deferred compensation plan in the U.S., which is unfunded and provides for employee deferral of compensation and Company matching contributions related to compensation in excess of the IRS limitations on benefits and contributions under qualified retirement plans. Total expenses associated with U.S. defined contribution plans were $44 million, $43 million and $27 million in the years ended December 31, 2020, 2019, and 2018, respectively.
Effective January 1, 2008, Moody’s has designated the Moody’s Stock Fund, an investment option under the Profit Participation Plan, as an Employee Stock Ownership Plan and, as a result, participants in the Moody’s Stock Fund may receive dividends in cash or may reinvest such dividends into the Moody’s Stock Fund. Moody’s paid approximately $1 million during each of the years ended December 31, 2020, 2019 and 2018, respectively, for the Company’s common shares held by the Moody’s Stock Fund. The Company records the dividends as a reduction of retained earnings in the Consolidated Statements of Shareholders’ Equity (Deficit). The Moody’s Stock Fund held approximately 360,600 and 411,100 shares of Moody’s common stock at December 31, 2020 and 2019, respectively.
Non-U.S. Plans
Certain of the Company’s non-U.S. operations provide pension benefits to their employees. The non-U.S. defined benefit pension plans are immaterial. For defined contribution plans, company contributions are primarily determined as a percentage of employees’ eligible compensation. Expenses related to these defined contribution plans for the years ended December 31, 2020, 2019 and 2018 were $29 million, $25 million and $26 million, respectively.
NOTE 16 STOCK-BASED COMPENSATION PLANS
Under the 1998 Plan, 33 million shares of the Company’s common stock have been reserved for issuance. The 2001 Plan, which is shareholder approved, permits the granting of up to 50.6 million shares, of which not more than 14.0 million shares are available for grants of awards other than stock options. The Stock Plans also provide for the granting of restricted stock. The Stock Plans provide that options are exercisable not later than ten years from the grant date. The vesting period for awards under the Stock Plans is generally determined by the Board at the date of the grant and has been four years except for employees who are at or near retirement eligibility, as defined, for which vesting is between one and four years. Additionally, the vesting period is three years for certain performance-based restricted stock that contain a condition whereby the number of shares that ultimately vest are based on the achievement of certain non-market based performance metrics of the Company. Options may not be granted at less than the fair market value of the Company’s common stock at the date of grant.
The Company maintains the Directors’ Plan for its Board, which permits the granting of awards in the form of non-qualified stock options, restricted stock or performance shares. The Directors’ Plan provides that options are exercisable not later than ten years from the grant date. The vesting period is determined by the Board at the date of the grant and is generally one year for both options and restricted stock. Under the Directors’ Plan, 1.7 million shares of common stock were reserved for issuance. Any director of the Company who is not an employee of the Company or any of its subsidiaries as of the date that an award is granted is eligible to participate in the Directors’ Plan.
Presented below is a summary of the stock-based compensation expense and associated tax benefit in the accompanying Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Stock-based compensation expense
|
$
|
154
|
|
|
$
|
136
|
|
|
$
|
130
|
|
|
Tax benefit
|
$
|
30
|
|
|
$
|
29
|
|
|
$
|
32
|
|
|
The fair value of each employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted below. The expected dividend yield is derived from the annual dividend rate on the date of grant. The expected stock volatility is based on an assessment of historical weekly stock prices of the Company as well as implied volatility from Moody’s traded options. The risk-free interest rate is based on U.S. government zero coupon bonds with maturities similar to the expected holding period. The expected holding period was determined by examining historical and projected post-vesting exercise behavior activity.
The following weighted average assumptions were used for options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Expected dividend yield
|
0.80 %
|
|
1.14 %
|
|
1.05 %
|
Expected stock volatility
|
23
|
%
|
|
24
|
%
|
|
26
|
%
|
Risk-free interest rate
|
1.43 %
|
|
2.56 %
|
|
2.82 %
|
Expected holding period -in years
|
5.7
|
|
6.2
|
|
6.2
|
Grant date fair value
|
$
|
60.66
|
|
|
$
|
43.29
|
|
|
$
|
45.73
|
|
A summary of option activity as of December 31, 2020 and changes during the year then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
Outstanding, December 31, 2019
|
|
1.6
|
|
|
$
|
93.51
|
|
|
|
|
|
Granted
|
|
0.1
|
|
|
280.37
|
|
|
|
|
|
Exercised
|
|
(0.7)
|
|
|
59.57
|
|
|
|
|
|
Outstanding, December 31, 2020
|
|
1.0
|
|
|
133.95
|
|
|
5.6 years
|
|
$
|
160
|
|
Vested and expected to vest, December 31, 2020
|
|
1.0
|
|
|
132.80
|
|
|
5.6 years
|
|
$
|
158
|
|
Exercisable, December 31, 2020
|
|
0.7
|
|
|
$
|
101.13
|
|
|
4.6 years
|
|
$
|
125
|
|
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Moody’s closing stock price on the last trading day of the year ended December 31, 2020 and the exercise prices, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of December 31, 2020. This amount varies based on the fair value of Moody’s stock. As of December 31, 2020, there was $6 million of total unrecognized compensation expense related to options. The expense is expected to be recognized over a weighted average period of 2.3 years.
The following table summarizes information relating to stock option exercises:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Proceeds from stock option exercises
|
39
|
|
|
36
|
|
|
38
|
|
Aggregate intrinsic value
|
132
|
|
|
114
|
|
|
99
|
|
Tax benefit realized upon exercise
|
32
|
|
|
27
|
|
|
24
|
|
A summary of nonvested restricted stock activity for the year ended December 31, 2020 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested Restricted Stock
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
Balance, December 31, 2019
|
|
1.8
|
|
|
$
|
124.63
|
|
Granted
|
|
0.5
|
|
|
279.00
|
|
Vested
|
|
(0.8)
|
|
|
132.50
|
|
|
|
|
|
|
Balance, December 31, 2020
|
|
1.5
|
|
|
$
|
201.30
|
|
As of December 31, 2020, there was $162 million of total unrecognized compensation expense related to nonvested restricted stock. The expense is expected to be recognized over a weighted average period of 2.4 years.
The following table summarizes information relating to the vesting of restricted stock awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Fair value of shares vested
|
202
|
|
|
156
|
|
|
151
|
|
Tax benefit realized upon vesting
|
46
|
|
|
36
|
|
|
35
|
|
A summary of performance-based restricted stock activity for the year ended December 31, 2020 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-based restricted stock
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
Balance, December 31, 2019
|
|
0.5
|
|
|
$
|
134.35
|
|
Granted
|
|
0.1
|
|
|
273.81
|
|
Vested
|
|
(0.3)
|
|
|
109.43
|
|
Balance, December 31, 2020
|
|
0.3
|
|
|
$
|
197.19
|
|
The following table summarizes information relating to the vesting of the Company’s performance-based restricted stock awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Fair value of shares vested
|
70
|
|
|
47
|
|
|
23
|
|
Tax benefit realized upon vesting
|
17
|
|
|
11
|
|
|
6
|
|
As of December 31, 2020, there was $21 million of total unrecognized compensation expense related to this plan. The expense is expected to be recognized over a weighted average period of 1.8 years.
The Company has a policy of issuing treasury stock to satisfy shares issued under stock-based compensation plans.
In addition, the Company also sponsors the ESPP. Under the ESPP, 6 million shares of common stock were reserved for issuance. The ESPP allows eligible employees to purchase common stock of the Company on a monthly basis at a discount to the average of the high and the low trading prices on the New York Stock Exchange on the last trading day of each month. This discount was 5% in 2020, 2019, and 2018 resulting in the ESPP qualifying for non-compensatory status under Topic 718 of the ASC. Accordingly, no compensation expense was recognized for the ESPP in 2020, 2019, and 2018. The employee purchases are funded through after-tax payroll deductions, which plan participants can elect from one percent to ten percent of compensation, subject to the annual federal limit.
NOTE 17 INCOME TAXES
Components of the Company’s income tax provision are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Current:
|
|
|
|
|
|
Federal
|
$
|
213
|
|
|
$
|
179
|
|
|
$
|
168
|
|
State and Local
|
68
|
|
|
59
|
|
|
50
|
|
Non-U.S.
|
215
|
|
|
181
|
|
|
233
|
|
Total current
|
496
|
|
|
419
|
|
|
451
|
|
Deferred:
|
|
|
|
|
|
Federal
|
6
|
|
|
(19)
|
|
|
(59)
|
|
State and Local
|
—
|
|
|
(3)
|
|
|
(2)
|
|
Non-U.S.
|
(50)
|
|
|
(16)
|
|
|
(38)
|
|
Total deferred
|
(44)
|
|
|
(38)
|
|
|
(99)
|
|
Total provision for income taxes
|
$
|
452
|
|
|
$
|
381
|
|
|
$
|
352
|
|
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate on income before provision for income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
U.S. statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
State and local taxes, net of federal tax benefit
|
2.3
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
Benefit of foreign operations
|
(1.5)
|
%
|
|
(0.1)
|
%
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Tax Act impact
|
—
|
%
|
|
—
|
%
|
|
(2.8)
|
%
|
Other
|
(1.5)
|
%
|
|
(2.1)
|
%
|
|
(1.1)
|
%
|
Effective tax rate
|
20.3
|
%
|
|
21.0
|
%
|
|
21.1
|
%
|
Income tax paid
|
$
|
514
|
|
|
$
|
458
|
|
|
$
|
442
|
|
The source of income before provision for income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
U.S.
|
$
|
1,349
|
|
|
$
|
1,039
|
|
|
$
|
936
|
|
Non-U.S.
|
880
|
|
|
771
|
|
|
736
|
|
Income before provision for income taxes
|
$
|
2,229
|
|
|
$
|
1,810
|
|
|
$
|
1,672
|
|
The components of deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
Deferred tax assets:
|
|
|
|
Account receivable allowances
|
$
|
9
|
|
|
$
|
6
|
|
Accumulated depreciation and amortization
|
2
|
|
|
1
|
|
Stock-based compensation
|
42
|
|
|
46
|
|
Accrued compensation and benefits
|
99
|
|
|
89
|
|
Capitalized costs
|
39
|
|
|
—
|
|
Operating lease liabilities
|
122
|
|
|
136
|
|
Deferred revenue
|
30
|
|
|
37
|
|
Net operating loss
|
17
|
|
|
13
|
|
Restructuring
|
3
|
|
|
4
|
|
Uncertain tax positions
|
98
|
|
|
94
|
|
Self-insured related reserves
|
10
|
|
|
8
|
|
Loss on net investment hedges - OCI
|
93
|
|
|
—
|
|
Other
|
10
|
|
|
13
|
|
Total deferred tax assets
|
574
|
|
|
447
|
|
Deferred tax liabilities:
|
|
|
|
Accumulated depreciation and amortization of intangible assets and capitalized software
|
(468)
|
|
|
(389)
|
|
ROU Assets
|
(90)
|
|
|
(107)
|
|
Capital Gains
|
(23)
|
|
|
(23)
|
|
Self-insured related income
|
(10)
|
|
|
(8)
|
|
Stock-based compensation
|
—
|
|
|
(2)
|
|
Revenue Accounting Standard - ASC 606
|
(10)
|
|
|
(12)
|
|
Deferred tax on unremitted foreign earnings
|
(16)
|
|
|
—
|
|
Gain on net investment hedges - OCI
|
(8)
|
|
|
(22)
|
|
Other
|
(4)
|
|
|
(3)
|
|
Total deferred tax liabilities
|
(629)
|
|
|
(566)
|
|
Net deferred tax liabilities
|
(55)
|
|
|
(119)
|
|
Valuation allowance
|
(15)
|
|
|
(9)
|
|
Total net deferred tax liabilities
|
$
|
(70)
|
|
|
$
|
(128)
|
|
On December 22, 2017, the Tax Act was signed into law, which resulted in significant changes to U.S. corporate tax laws. The Tax Act includes a mandatory one-time deemed repatriation tax (“transition tax”) on previously untaxed accumulated earnings of foreign subsidiaries and beginning in 2018 reduces the statutory federal corporate income tax rate from 35% to 21%. Due to the complexities of the Tax Act, the SEC issued guidance requiring that companies provide a reasonable estimate of the impact of the Tax Act to the extent such reasonable estimate has been determined. Accordingly, as of December 31, 2017, the Company recorded a provisional estimate for the transition tax of $247 million. In September, 2018, the Company filed its 2017 federal income tax return and revised its determination of the transition tax to $236 million, a reduction of $11 million from the estimate at December 31, 2017. The reduction was primarily due to proposed regulations issued by the Internal Revenue Service and the finalization of earnings and profits calculations. A portion of the transition tax will be payable over eight years, starting in 2018, and will not accrue interest. The above revised determination of transition tax may be impacted by a number of additional considerations, including but not limited to the issuance of additional regulations.
As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company regularly evaluates which entities it will indefinitely reinvest earnings. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested.
The Company has recorded reductions in its income tax provision of approximately $60 million, or 269 BPS, for the full-year of 2020, and approximately $44 million, or 242 BPS, for the full-year of 2019, relating to Excess Tax Benefits on stock-based compensation.
The Company had valuation allowances of $15 million and $9 million at December 31, 2020 and 2019, respectively, related to foreign net operating losses for which realization is uncertain.
As of December 31, 2020, the Company had $483 million of UTPs of which $432 million represents the amount that, if recognized, would impact the effective tax rate in future periods. The increase in UTPs primarily resulted from the additional reserves established for non-U.S. tax exposures and an adjustment to the transition tax under U.S. tax reform. In addition, the Company has recorded a deferred tax asset in the amount of $50 million for potential transition tax benefits if certain non-U.S. UTPs are not sustained.
A reconciliation of the beginning and ending amount of UTPs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Balance as of January 1
|
$
|
477
|
|
|
$
|
495
|
|
|
$
|
389
|
|
Additions for tax positions related to the current year
|
37
|
|
|
35
|
|
|
80
|
|
Additions for tax positions of prior years
|
17
|
|
|
22
|
|
|
89
|
|
Reductions for tax positions of prior years
|
(2)
|
|
|
(2)
|
|
|
(13)
|
|
Settlements with taxing authorities
|
(5)
|
|
|
(1)
|
|
|
(2)
|
|
Lapse of statute of limitations
|
(41)
|
|
|
(44)
|
|
|
(48)
|
|
Reclassification to indemnification liability related to MAKS divestiture
|
—
|
|
|
(28)
|
|
|
—
|
|
Balance as of December 31
|
$
|
483
|
|
|
$
|
477
|
|
|
$
|
495
|
|
The Company classifies interest related to UTPs in interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. During the years ended December 31, 2020 and 2019, the Company incurred a net interest expense of $31 million and $28 million respectively, related to UTPs. As of December 31, 2020 and 2019, the amount of accrued interest recorded in the Company’s consolidated balance sheets related to UTPs was $113 million and $82 million, respectively.
Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax return for 2019 remains open to examination and 2017 and 2018 are currently under examination. The Company’s New York City tax returns for 2014 through 2017 are currently under examination. The Company’s U.K. tax return for 2012 is currently under examination and its returns for 2013 through 2019 remain open to examination.
For current ongoing audits related to open tax years, the Company estimates that it is possible that the balance of UTPs could decrease in the next twelve months as a result of the effective settlement of these audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues might be raised by tax authorities which might necessitate increases to the balance of UTPs. As the Company is unable to predict the timing of conclusion of these audits, the Company is unable to estimate the amount of changes to the balance of UTPs at this time.
NOTE 18 INDEBTEDNESS
The Company’s debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for the 2012 Senior Notes, the 2017 Senior Notes due 2023, the 2017 Senior Notes due 2028 and the 2020 Senior Notes due 2025, which are recorded at the carrying amount adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.
The following table summarizes total indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Principal Amount
|
|
Fair Value of Interest Rate Swaps(1)
|
|
Unamortized (Discount) Premium
|
|
Unamortized Debt Issuance Costs
|
|
Carrying Value
|
Notes Payable:
|
|
|
|
|
|
|
|
|
|
4.50% 2012 Senior Notes, due 2022
|
$
|
500
|
|
|
$
|
14
|
|
|
$
|
(1)
|
|
|
$
|
(1)
|
|
|
$
|
512
|
|
4.875% 2013 Senior Notes, due 2024
|
500
|
|
|
—
|
|
|
(1)
|
|
|
(1)
|
|
|
498
|
|
5.25% 2014 Senior Notes, due 2044
|
600
|
|
|
—
|
|
|
3
|
|
|
(5)
|
|
|
598
|
|
1.75% 2015 Senior Notes, due 2027
|
612
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
610
|
|
|
|
|
|
|
|
|
|
|
|
2.625% 2017 Senior Notes, due 2023
|
500
|
|
|
12
|
|
|
—
|
|
|
(2)
|
|
|
510
|
|
3.25% 2017 Senior Notes, due 2028
|
500
|
|
|
31
|
|
|
(4)
|
|
|
(3)
|
|
|
524
|
|
|
|
|
|
|
|
|
|
|
|
4.25% 2018 Senior Notes, due 2029
|
400
|
|
|
—
|
|
|
(3)
|
|
|
(3)
|
|
|
394
|
|
4.875% 2018 Senior Notes, due 2048
|
400
|
|
|
—
|
|
|
(6)
|
|
|
(4)
|
|
|
390
|
|
0.950% 2019 Senior Notes, due 2030
|
918
|
|
|
—
|
|
|
(3)
|
|
|
(6)
|
|
|
909
|
|
3.75% 2020 Senior Note, due 2025
|
700
|
|
|
(1)
|
|
|
(1)
|
|
|
(5)
|
|
|
693
|
|
3.25% 2020 Senior Note, due 2050
|
300
|
|
|
—
|
|
|
(4)
|
|
|
(3)
|
|
|
293
|
|
2.55% 2020 Senior Note, due 2060
|
500
|
|
|
—
|
|
|
(4)
|
|
|
(5)
|
|
|
491
|
|
Total long-term debt
|
$
|
6,430
|
|
|
$
|
56
|
|
|
$
|
(24)
|
|
|
$
|
(40)
|
|
|
$
|
6,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Principal Amount
|
|
Fair Value of Interest Rate Swaps (1)
|
|
Unamortized (Discount) Premium
|
|
Unamortized Debt Issuance Costs
|
|
Carrying Value
|
Notes Payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.50% 2012 Senior Notes, due 2022
|
$
|
500
|
|
|
$
|
9
|
|
|
$
|
(1)
|
|
|
$
|
(1)
|
|
|
$
|
507
|
|
4.875% 2013 Senior Notes, due 2024
|
500
|
|
|
—
|
|
|
(1)
|
|
|
(2)
|
|
|
497
|
|
5.25% 2014 Senior Notes, due 2044
|
600
|
|
|
—
|
|
|
4
|
|
|
(5)
|
|
|
599
|
|
1.75% 2015 Senior Notes due 2027
|
561
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
558
|
|
2.75% 2017 Senior Notes, due 2021
|
500
|
|
|
11
|
|
|
(1)
|
|
|
(2)
|
|
|
508
|
|
2.625% 2017 Senior Notes, due 2023
|
500
|
|
|
7
|
|
|
(1)
|
|
|
(2)
|
|
|
504
|
|
3.25% 2017 Senior Notes, due 2028
|
500
|
|
|
—
|
|
|
(4)
|
|
|
(3)
|
|
|
493
|
|
3.25% 2018 Senior Notes, due 2021
|
300
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
299
|
|
4.25% 2018 Senior Notes, due 2029
|
400
|
|
|
—
|
|
|
(3)
|
|
|
(3)
|
|
|
394
|
|
4.875% 2018 Senior Notes, due 2048
|
400
|
|
|
—
|
|
|
(7)
|
|
|
(4)
|
|
|
389
|
|
0.950% 2019 Senior Notes, due 2030
|
842
|
|
|
—
|
|
|
(3)
|
|
|
(6)
|
|
|
833
|
|
Total long-term debt
|
$
|
5,603
|
|
|
$
|
27
|
|
|
$
|
(17)
|
|
|
$
|
(32)
|
|
|
$
|
5,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The fair value of interest rate swaps in the table above represents the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged debt.
Credit Facility
The following summarizes information relating to the Company's revolving credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
Issue Date
|
|
Capacity
|
|
Maturity
|
|
Drawn
|
|
Undrawn
|
|
Drawn
|
|
Undrawn
|
2018 Credit Facility
|
November 14, 2018
|
|
$
|
1,000
|
|
|
November 13, 2023
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Interest on borrowings under the facility may range from 0 BPS to 22.5 BPS per annum for Alternate Base Rate loans (as defined in the 2018 Facility agreement) or payable at rates that are based on the London InterBank Offered Rate (“LIBOR”) plus a premium that can range from 80.5 BPS to 122.5 BPS depending on the Company’s index debt ratings, as set forth in the 2018 Facility agreement. The Company also pays quarterly facility fees, regardless of borrowing activity under the facility. The quarterly fees for the 2018 Facility can range from 7 BPS of the facility amount to 15 BPS, depending on the Company’s index debt ratings. The 2018 Facility contains certain customary covenants including a financial covenant that requires the Company to maintain a total debt to EBITDA ratio of (i) not more than 4 to 1 at the end of any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any acquisition with consideration in excess of $500 million, subject to certain conditions as set forth in the 2018 Facility agreement.
Commercial Paper
On August 3, 2016, the Company entered into a private placement commercial paper program under which the Company may issue CP notes up to a maximum amount of $1.0 billion. Borrowings under the CP Program are backstopped by the 2018 Facility. Amounts under the CP Program may be re-borrowed. The maturity of the CP Notes will vary, but may not exceed 397 days from the date of issue. The CP Notes are sold at a discount from par, or alternatively, sold at par and bear interest at rates that will vary based upon market conditions. The rates of interest will depend on whether the CP Notes will be a fixed or floating rate. The interest on a floating rate may be based on the following: (a) certificate of deposit rate; (b) commercial paper rate; (c) the federal funds rate; (d) the LIBOR; (e) prime rate; (f) Treasury rate; or (g) such other base rate as may be specified in a supplement to the private placement agreement. The CP Program contains certain events of default including, among other things: non-payment of principal, interest or fees; entrance into any form of moratorium; and bankruptcy and insolvency events, subject in certain instances to cure periods. As of December 31, 2020, the Company has no CP borrowings outstanding.
Notes Payable
The Company may prepay certain of its senior notes, in whole or in part, but may incur a Make-Whole Amount penalty.
During 2020, the Company issued the 2020 Senior Notes, due 2025, the 2020 Senior Notes, due 2050 and the 2020 Senior Notes, due 2060. The key terms of these debt issuances are set forth in the table above.
Additionally, in 2020, the Company fully repaid $300 million of the 2018 Senior Notes, due 2021 (along with a Make-Whole Amount of approximately $8 million) and $500 million of the 2017 Senior Notes due 2021 (along with a Make-Whole Amount of approximately $16 million). The Company also recognized in interest expense, net, a $17 million benefit relating to carrying value adjustments pursuant to the early termination of interest rate swaps designated as fair value hedges that were associated with the 2017 Senior Notes due 2021.
At December 31, 2020, the Company was in compliance with all covenants contained within all of the debt agreements. All of the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of December 31, 2020, there were no such cross defaults.
The repayment schedule for the Company’s borrowings is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending
December 31,
|
|
2012 Senior Notes due 2022
|
|
2013 Senior Notes due 2024
|
|
2014 Senior Notes due 2044
|
|
2015 Senior Notes due 2027
|
|
2017 Senior Notes due 2023
|
|
2017 Senior Notes due 2028
|
|
2018 Senior Notes due 2029
|
|
2018 Senior Notes due 2048
|
|
2019 Senior Notes due 2030
|
|
2020 Senior Notes due 2025
|
|
2020 Senior Notes due 2050
|
|
2020 Senior Notes due 2060
|
|
Total
|
2021
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2022
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
2024
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
Thereafter
|
|
—
|
|
|
—
|
|
|
600
|
|
|
612
|
|
|
—
|
|
|
500
|
|
|
400
|
|
|
400
|
|
|
918
|
|
|
—
|
|
|
300
|
|
|
500
|
|
|
4,230
|
|
Total
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
600
|
|
|
$
|
612
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
400
|
|
|
$
|
400
|
|
|
$
|
918
|
|
|
$
|
700
|
|
|
$
|
300
|
|
|
$
|
500
|
|
|
$
|
6,430
|
|
Interest expense, net
The following table summarizes the components of interest as presented in the consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Income
|
$
|
11
|
|
|
$
|
17
|
|
|
$
|
15
|
|
Expense on borrowings
|
(163)
|
|
|
(176)
|
|
|
(197)
|
|
Expense on UTPs and other tax related liabilities
|
(34)
|
|
|
(28)
|
|
|
(15)
|
|
Net periodic pension costs—interest component
|
(19)
|
|
|
(22)
|
|
|
(19)
|
|
Capitalized
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
$
|
(205)
|
|
|
$
|
(208)
|
|
|
$
|
(215)
|
|
Interest paid (1)
|
$
|
132
|
|
|
$
|
167
|
|
|
$
|
183
|
|
(1)Interest paid includes net settlements on interest rate swaps more fully discussed in Note 7.
The fair value and carrying value of the Company’s debt as of December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
Carrying Amount
|
|
Estimated Fair
Value
|
|
Carrying Amount
|
|
Estimated Fair
Value
|
4.50% 2012 Senior Notes, due 2022
|
$
|
512
|
|
|
$
|
530
|
|
|
$
|
507
|
|
|
$
|
531
|
|
4.875% 2013 Senior Notes, due 2024
|
498
|
|
|
562
|
|
|
497
|
|
|
551
|
|
5.25% 2014 Senior Notes, due 2044
|
598
|
|
|
828
|
|
|
599
|
|
|
757
|
|
1.75% 2015 Senior Notes, due 2027
|
610
|
|
|
674
|
|
|
558
|
|
|
604
|
|
2.75% 2017 Senior Notes, due 2021
|
—
|
|
|
—
|
|
|
508
|
|
|
507
|
|
2.625% 2017 Senior Notes, due 2023
|
510
|
|
|
522
|
|
|
504
|
|
|
507
|
|
3.25% 2017 Senior Notes, due 2028
|
524
|
|
|
561
|
|
|
493
|
|
|
523
|
|
3.25% 2018 Senior Notes, due 2021
|
—
|
|
|
—
|
|
|
299
|
|
|
306
|
|
4.25% 2018 Senior Notes, due 2029
|
394
|
|
|
480
|
|
|
394
|
|
|
453
|
|
4.875% 2018 Senior Notes, due 2048
|
390
|
|
|
544
|
|
|
389
|
|
|
492
|
|
0.950% 2019 Senior Notes, due 2030
|
909
|
|
|
974
|
|
|
833
|
|
|
847
|
|
3.75% 2020 Senior Note, due 2025
|
693
|
|
|
785
|
|
|
—
|
|
|
—
|
|
3.25% 2020 Senior Note, due 2050
|
293
|
|
|
329
|
|
|
—
|
|
|
—
|
|
2.55% 2020 Senior Note, due 2060
|
491
|
|
|
467
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
6,422
|
|
|
$
|
7,256
|
|
|
$
|
5,581
|
|
|
$
|
6,078
|
|
The fair value of the Company’s debt is estimated based on quoted market prices for similar instruments. Accordingly, the inputs used to estimate the fair value of the Company’s long-term debt are classified as Level 2 inputs within the fair value hierarchy.
NOTE 19 CAPITAL STOCK
Authorized Capital Stock
The total number of shares of all classes of stock that the Company has authority to issue under its Restated Certificate of Incorporation is 1.02 billion shares with a par value of $0.01, of which 1.0 billion are shares of common stock, 10.0 million are shares of preferred stock and 10.0 million are shares of series common stock. The preferred stock and series common stock can be issued with varying terms, as determined by the Board.
Share Repurchase Program
The Company implemented a systematic share repurchase program in the third quarter of 2005 through an SEC Rule 10b5-1 program. Moody’s may also purchase opportunistically when conditions warrant. As a result, Moody’s share repurchase activity will continue to vary from quarter to quarter. The table below summarizes the Company’s remaining authority under its share repurchase program as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Authorized
|
|
Amount Authorized
|
|
Remaining Authority
|
|
|
|
|
|
December 16, 2019
|
|
$
|
1,000
|
|
|
831
|
|
|
|
|
|
|
During 2020, Moody’s repurchased 2.0 million shares of its common stock under its share repurchase program and issued a net 1.4 million shares under employee stock-based compensation plans. The net amount includes shares withheld for employee payroll taxes.
During 2019, the Company entered into an ASR with a financial institution counterparty to repurchase $500 million of its outstanding common stock. Refer to Note 5 for further details.
Dividends
The Company’s cash dividends were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Per Share
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
First quarter
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
Second quarter
|
0.56
|
|
|
0.56
|
|
|
0.50
|
|
|
0.50
|
|
|
0.44
|
|
|
0.44
|
|
Third quarter
|
0.56
|
|
|
0.56
|
|
|
0.50
|
|
|
0.50
|
|
|
0.44
|
|
|
0.44
|
|
Fourth quarter
|
0.56
|
|
|
0.56
|
|
|
0.50
|
|
|
0.50
|
|
|
0.44
|
|
|
0.44
|
|
Total
|
$
|
2.24
|
|
|
$
|
2.24
|
|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
$
|
1.76
|
|
|
$
|
1.76
|
|
On February 9, 2021, the Board approved the declaration of a quarterly dividend of $0.62 per share of Moody’s common stock, payable on March 18, 2021 to shareholders of record at the close of business on February 25, 2021. The continued payment of dividends at the rate noted above, or at all, is subject to the discretion of the Board.
NOTE 20 LEASE COMMITMENTS
The Company has operating leases, substantially all of which relate to the lease of office space. The Company's leases classified as finance leases are not material to the consolidated financial statements. Certain of the Company's leases include options to renew, with renewal terms that can extend the lease from one to 20 years at the Company's discretion.
The following table presents the components of the Company’s lease cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
|
|
|
Operating lease cost
|
$
|
96
|
|
|
$
|
97
|
|
|
|
|
|
Sublease income
|
(5)
|
|
|
(2)
|
|
Variable lease cost
|
19
|
|
|
17
|
|
Total lease cost
|
$
|
110
|
|
|
$
|
112
|
|
During 2020, the Company recorded $21 million of ROU Asset impairment charges related to the exit of certain real estate leases. The impairment charges were recorded within Restructuring expense on the consolidated statement of operations. Refer to Note 11 for further details.
The following tables present other information related to the Company’s operating leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
108
|
|
|
$
|
106
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
36
|
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
2019
|
Weighted-average remaining lease term (in years)
|
6.0
|
6.8
|
Weighted-average discount rate applied to operating leases
|
3.6
|
%
|
3.6
|
%
|
The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at December 31, 2020:
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
Operating Leases
|
2021
|
|
$
|
110
|
|
2022
|
|
99
|
|
2023
|
|
93
|
|
2024
|
|
84
|
|
2025
|
|
76
|
|
Thereafter
|
|
117
|
|
Total lease payments (undiscounted)
|
|
579
|
|
Less: Interest
|
|
58
|
|
Present value of lease liabilities:
|
|
521
|
|
Lease liabilities - current
|
|
94
|
|
Lease liabilities - noncurrent
|
|
$
|
427
|
|
NOTE 21 CONTINGENCIES
Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. Moody’s also is subject to ongoing tax audits as addressed in Note 17 to the consolidated financial statements.
Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
NOTE 22 SEGMENT INFORMATION
The Company is organized into two operating segments: MIS and MA and accordingly, the Company reports in two reportable segments: MIS and MA.
The MIS segment consists of five LOBs. The CFG, SFG, FIG and PPIF LOBs generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide. The MIS Other LOB primarily consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue and revenue from providing ESG research, data and assessments.
The MA segment develops a wide range of products and services that support the risk management activities of institutional participants in global financial markets. Beginning in the first quarter of 2020, the MA segment now consists of two LOBs - RD&A and ERS. Subsequent to the divestiture of MAKS in the fourth quarter of 2019, the MALS business, which was historically part of the PS LOB through December 31, 2019, was reclassified to the RD&A LOB. Prior year revenue by LOB has not been reclassified as the amounts relating to the MALS business were not material.
Revenue for MIS and expenses for MA include an intersegment royalty charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products and is generally based on comparable market transactions. Also, revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. These fees charged by MA are generally equal to the costs incurred by MA to produce these products and services.
Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment. For overhead and corporate expenses that benefit both segments, in years prior to 2019, the Company generally allocated costs ratably based on each segment’s share of total revenue.
Beginning in 2019, the Company refined its methodology such that costs are allocated to each segment based on the segment’s share of full-year 2018 actual revenue which comprises a “Baseline Pool” that will remain fixed over time. In subsequent periods, incremental overhead costs (or reductions thereof) will be allocated to each segment based on the prevailing shares of total revenue represented by each segment. The impact of this refined methodology would not have resulted in a material change to previously reported segment results.
“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by reportable segment, as this metric is not used by the chief operating decision maker to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.
Financial Information by Segment
The table below shows revenue, Adjusted Operating Income and 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. Refer to Note 3 for further details on the components of the Company’s revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
MIS
|
|
MA
|
|
Eliminations
|
|
Consolidated
|
|
MIS
|
|
MA
|
|
Eliminations
|
|
Consolidated
|
Revenue
|
$
|
3,440
|
|
|
$
|
2,086
|
|
|
$
|
(155)
|
|
|
$
|
5,371
|
|
|
$
|
3,009
|
|
|
$
|
1,963
|
|
|
$
|
(143)
|
|
|
$
|
4,829
|
|
Total Expense
|
1,476
|
|
|
1,662
|
|
|
(155)
|
|
|
2,983
|
|
|
1,376
|
|
|
1,598
|
|
|
(143)
|
|
|
2,831
|
|
Operating income
|
1,964
|
|
|
424
|
|
|
—
|
|
|
2,388
|
|
|
1,633
|
|
|
365
|
|
|
—
|
|
|
1,998
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
19
|
|
|
31
|
|
|
—
|
|
|
50
|
|
|
31
|
|
|
29
|
|
|
—
|
|
|
60
|
|
Depreciation and amortization
|
70
|
|
|
150
|
|
|
—
|
|
|
220
|
|
|
71
|
|
|
129
|
|
|
—
|
|
|
200
|
|
Acquisition-Related Expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Loss pursuant to the divestiture of MAKS
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
Captive insurance company settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|
16
|
|
Adjusted Operating Income
|
$
|
2,053
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
2,667
|
|
|
$
|
1,745
|
|
|
$
|
546
|
|
|
$
|
—
|
|
|
$
|
2,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
MIS
|
|
MA
|
|
Eliminations
|
|
Consolidated
|
Revenue
|
$
|
2,836
|
|
|
$
|
1,743
|
|
|
$
|
(136)
|
|
|
$
|
4,443
|
|
Total Expense
|
1,276
|
|
|
1,435
|
|
|
(136)
|
|
|
2,575
|
|
Operating Income
|
1,560
|
|
|
308
|
|
|
—
|
|
|
1,868
|
|
Add:
|
|
|
|
|
|
|
|
Restructuring
|
32
|
|
|
17
|
|
|
—
|
|
|
49
|
|
Depreciation and amortization
|
65
|
|
|
127
|
|
|
—
|
|
|
192
|
|
Acquisition-Related Expenses
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Operating income
|
$
|
1,657
|
|
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
2,117
|
|
The cumulative restructuring charges for the MIS and MA reportable segments are $61 million and $44 million, respectively, related to the 2018 Restructuring Program and $21 million and $15 million, respectively, related to the 2020 Restructuring Program. The cumulative restructuring charge for the MA reportable segment related to the 2020 MA Strategic Reorganization Restructuring Program is $18 million. The restructuring programs are more fully discussed in Note 11.
CONSOLIDATED REVENUE AND LONG-LIVED ASSETS INFORMATION BY GEOGRAPHIC AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Revenue:
|
|
|
|
|
|
U.S.
|
$
|
2,955
|
|
|
$
|
2,544
|
|
|
$
|
2,330
|
|
Non-U.S.:
|
|
|
|
|
|
EMEA
|
1,545
|
|
|
1,446
|
|
|
1,377
|
|
Asia-Pacific
|
571
|
|
|
551
|
|
|
493
|
|
Americas
|
300
|
|
|
288
|
|
|
243
|
|
Total Non-U.S.
|
2,416
|
|
|
2,285
|
|
|
2,113
|
|
Total
|
$
|
5,371
|
|
|
$
|
4,829
|
|
|
$
|
4,443
|
|
Long-lived assets at December 31:
|
|
|
|
|
|
U.S.
|
$
|
2,162
|
|
|
$
|
1,290
|
|
|
$
|
982
|
|
Non-U.S.
|
4,889
|
|
|
4,678
|
|
|
4,685
|
|
Total
|
$
|
7,051
|
|
|
$
|
5,968
|
|
|
$
|
5,667
|
|
NOTE 23 VALUATION AND QUALIFYING ACCOUNTS
Accounts receivable allowances represent estimates for uncollectible accounts. The valuation allowance on deferred tax assets relates to foreign net operating tax losses for which realization is uncertain. Below is a summary of activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Balance at Beginning of the Year
|
|
Adoption of New Expected Credit Losses Accounting Standard
|
|
Charged to costs and expenses
|
|
Deductions (1)
|
|
Balance at End of the Year
|
2020
|
|
|
|
|
|
|
|
|
|
|
Allowances for credit losses
|
|
$
|
(20)
|
|
|
$
|
(2)
|
|
|
$
|
(26)
|
|
|
$
|
14
|
|
|
$
|
(34)
|
|
Deferred tax assets—valuation allowance
|
|
$
|
(9)
|
|
|
$
|
—
|
|
|
$
|
(6)
|
|
|
$
|
—
|
|
|
$
|
(15)
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Allowances for credit losses
|
|
$
|
(20)
|
|
|
$
|
—
|
|
|
$
|
(10)
|
|
|
$
|
10
|
|
|
$
|
(20)
|
|
Deferred tax assets—valuation allowance
|
|
$
|
(5)
|
|
|
$
|
—
|
|
|
$
|
(4)
|
|
|
$
|
—
|
|
|
$
|
(9)
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Allowances for credit losses
|
|
$
|
(14)
|
|
|
$
|
—
|
|
|
$
|
(15)
|
|
|
$
|
9
|
|
|
$
|
(20)
|
|
Deferred tax assets—valuation allowance
|
|
$
|
(6)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(5)
|
|
(1)Reflects write-off of uncollectible accounts receivable or expiration of foreign net operating tax losses.
NOTE 24 OTHER NON-OPERATING (EXPENSE) INCOME, NET
The following table summarizes the components of other non-operating (expense) income, net as presented in the consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
|
2019
|
|
|
2018
|
FX gain (loss)
|
$
|
2
|
|
|
|
$
|
(18)
|
|
|
|
$
|
(11)
|
|
Net periodic pension costs—other components
|
13
|
|
|
|
18
|
|
|
|
10
|
|
Income from investments in non-consolidated affiliates
|
6
|
|
|
|
13
|
|
|
|
14
|
|
Other
|
25
|
|
|
|
7
|
|
|
|
6
|
|
Total
|
$
|
46
|
|
|
|
$
|
20
|
|
|
|
$
|
19
|
|
NOTE 25 RELATED PARTY TRANSACTIONS
Moody’s Corporation made grants of $11 million to The Moody’s Foundation during the year ended December 31, 2020. The Company did not make any grants to the Foundation in the years ended December 31, 2019 and 2018. The Foundation carries out philanthropic activities primarily in the areas of education and health and human services. Certain members of Moody’s senior management are on the board of the Foundation.
NOTE 26 SUBSEQUENT EVENTS
On February 9, 2021, the Board approved the declaration of a quarterly dividend of $0.62 per share for Moody’s common stock, payable March 18, 2021 to shareholders of record at the close of business on February 25, 2021. Additionally, on February 9, 2021, the Board approved an additional $1 billion of share repurchase authority, which may commence following the completion of the remaining authority disclosed in Note 19.
In the first quarter of 2021, the Company reached a settlement and had a lapse of a statute of limitations relating to certain of its UTPs. As a result of these items, in the first quarter of 2021, the Company will release UTPs of $61 million along with accrued interest of $40 million.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, as required by Rule 13a-15(b) under the Exchange Act, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the communication to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes In Internal Control Over Financial Reporting
Information in response to this Item is set forth under the caption “Management’s Report on Internal Control Over Financial Reporting”, in Part II, Item 8 of this annual report on Form 10-K.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting during the three months ended December 31, 2020. Although a significant portion of the Company's workforce began working remotely in mid-March due to the COVID-19 pandemic, Moody's has not experienced any material impact to its internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
Except for the information relating to the executive officers of the Company set forth in Part I of this annual report on Form 10-K, the information called for by Items 10-14 is contained in the Company’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 20, 2021, and is incorporated herein by reference.
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part I, Item 1 of this Form 10‑K, as well as under the headings “Item 1–Election of Directors,” “Corporate Governance–Codes of Business Conduct and Ethics,” and “The Audit Committee,” in the 2021 Proxy Statement and is incorporated by reference.
ITEM 11 EXECUTIVE COMPENSATION
Information required by this Item 11 is included under the headings “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards Table for 2020,” “Outstanding Equity Awards at Fiscal Year-End Table for 2020,” “Option Exercises and Stock Vested Table for 2020,” “Pension Benefits Table for 2020,” “Non-Qualified Deferred Compensation Table,” “Potential Payments Upon Termination or Change in Control,” “Compensation of Directors,” “Relationship of Compensation Practices to Risk Management” “CEO Pay Ratio,” and “Report of the Compensation & Human Resources Committee” in the 2021 Proxy Statement and is incorporated by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item 12 is included under the heading “Equity Compensation Plan Information” in Part II, Item 5 of this Form 10-K, as well as under the heading “Security Ownership of Certain Beneficial Owners and Management” in the 2021 Proxy Statement and is incorporated by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is included under the headings “Corporate Governance –Director Independence” and “Certain Relationships and Related Transactions” in the 2021 Proxy Statement and is incorporated by reference.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item 14 is included under the headings “Item 2–Ratification of Appointment of Independent Registered Public Accountants–Principal Accounting Fees and Services” and “The Audit Committee” in the 2021 Proxy Statement and is incorporated by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
LIST OF DOCUMENTS FILED AS PART OF THIS REPORT.
(1) Financial Statements.
See Index to Financial Statements on page 73, in Part II. Item 8 of this Form 10-K.
(2) Financial Statement Schedules.
None.
(3) Exhibits.
INDEX TO EXHIBITS
|
|
|
|
|
|
|
|
|
|
|
|
S-K EXHIBIT NUMBER
|
|
|
3
|
|
Articles Of Incorporation And By-laws
|
|
|
.1
|
|
|
|
.2
|
|
4
|
|
Instruments Defining The Rights Of Security Holders, Including Indentures
|
|
|
.1*
|
|
|
|
.2
|
|
|
|
.3.1
|
|
|
|
.3.2
|
|
|
|
.3.3
|
|
|
|
.3.4
|
|
|
|
.3.5.1
|
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 or 1.75% 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.3.5.2
|
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
|
|
|
|
.3.7
|
|
|
|
.3.8
|
|
|
|
.3.9
|
|
|
|
.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 Form 8-K of the Registrant, file number 1-14037, 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 Form 8-K of the Registrant, file number 1-14037, filed November 25, 2019)
|
|
|
.3.11
|
|
|
|
.3.12
|
|
|
|
.3.13
|
|
|
|
|
|
10
|
|
Material Contracts
|
|
|
.1.1†
|
1998 Moody’s 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 Registrant’s 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 Moody’s 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 Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.2†
|
|
|
|
.3.1.1†
|
|
|
|
.3.1.2†
|
|
|
|
.3.1.3†
|
|
|
|
.3.2.1†
|
|
|
|
.3.2.2†
|
|
|
|
.3.3.1†
|
|
|
|
.3.3.2†
|
|
|
|
.3.4.1†
|
|
|
|
.3.4.2†
|
|
|
|
.4†
|
|
|
|
.5†*
|
|
|
|
.6†
|
|
|
|
.7†
|
|
|
|
.8.1†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.8.2†
|
|
|
|
.8.3†
|
|
|
|
.9†
|
|
|
|
.10†*
|
|
|
|
.11†*
|
|
|
|
.12†
|
|
|
|
.13.1†
|
|
|
|
.13.2†
|
|
|
|
.14†
|
|
|
|
.15
|
|
|
|
.16†
|
|
|
|
.17
|
Settlement Agreement dated January 13, 2017 between (1) Moody’s Corporation, Moody’s Investors Service, Inc. and Moody’s Analytics, Inc., and (2) the United States, acting through the United States Department of Justice and the United States Attorney’s 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 Form 8-K of the Registrant, file number 1-14037, filed January 17, 2017)
|
|
|
.18
|
|
|
|
.19
|
Five-Year Credit Agreement dated as of November 14, 2018, among Moody’s 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. as Co-Syndication Agents, and Barclays Bank plc, MUFG Bank, Ltd. and TD Bank, N.A. as Co-Documentation Agents (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 20, 2018)
|
|
|
.20
|
|
21*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
.1*
|
|
31
|
|
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
.1*
|
|
|
|
.2*
|
|
32
|
|
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
.1*
|
|
|
|
.2*
|
|
101
|
|
Inline XBRL
|
|
|
|
.INS*
|
Inline XBRL Instance Document
|
|
|
.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
.DEF*
|
Inline XBRL Definitions Linkbase Document
|
|
|
.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
|
The cover page from this Annual Report on Form 10-K (formatted in Inline XBRL and contained in Exhibit 101)
|
_____________
*Filed herewith
†Management contract of compensatory plan or arrangement
ITEM 16 FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
MOODY’S CORPORATION
|
(Registrant)
|
|
By: /s/ ROBERT FAUBER
|
|
Robert Fauber
|
President and Chief Executive Officer
|
Date: February 19, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
|
|
|
|
|
|
/s/ ROBERT FAUBER
|
/s/ VINCENT A. FORLENZA
|
Robert Fauber,
|
Vincent A. Forlenza,
|
President and Chief Executive Officer
|
Lead Independent Director
|
(principal executive officer)
|
|
|
|
|
|
/s/ MARK KAYE
|
/s/ KATHRYN M. HILL
|
Mark Kaye,
|
Kathryn M. Hill,
|
Senior Vice President and Chief Financial Officer
|
Director
|
(principal financial officer)
|
|
|
|
|
|
/s/ CAROLINE SULLIVAN
|
/s/ RAYMOND W. MCDANIEL, JR.
|
Caroline Sullivan,
|
Raymond W. McDaniel, Jr.,
|
Senior Vice President and Corporate Controller
|
Chairman
|
(principal accounting officer)
|
|
|
|
|
|
/s/ BASIL L. ANDERSON
|
/s/ HENRY A. MCKINNELL, JR. PH.D.
|
Basil L. Anderson,
|
Henry A. McKinnell, Jr. Ph.D.,
|
Director
|
Director
|
|
|
|
|
/s/ JORGE A. BERMUDEZ
|
/s/ LESLIE F. SEIDMAN
|
Jorge A. Bermudez,
|
Leslie F. Seidman,
|
Director
|
Director
|
|
|
|
|
/s/ THÉRÈSE ESPERDY
|
/s/ BRUCE VAN SAUN
|
Thérèse Esperdy,
|
Bruce Van Saun,
|
Director
|
Director
|
|
|
|
|
|
Date: February 19, 2021
|
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Moody’s Corporation has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Stock; (2) our 1.75% Senior Notes due 2027; and (3) our 0.950% Senior Notes due 2030.
DESCRIPTION OF THE COMPANY’S COMMON STOCK
General
We are authorized to issue up to 1,000,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”). We are also authorized to issue up to 10,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”), none of which are outstanding or reserved for issuance, and 10,000,000 shares of Series Common Stock, par value $.01 per share (“Series Common Stock”), none of which are outstanding or reserved for issuance.
The principal stock exchange on which our Common Stock is listed is the New York Stock Exchange under the symbol “MCO.” All outstanding shares of Common Stock are validly issued, fully paid and nonassessable.
The following description of the terms of our common shares is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation (the “Certificate”), and our Amended and Restated By-laws (the “By-laws”) both of which are exhibits to our Annual Report on Form 10-K to which this Exhibit 4.1 is a part.
Voting Rights
The holders of our Common Stock generally are entitled to one vote on all matters submitted for action by our stockholders; provided, however, that, except as otherwise required by law, holders of our Common Stock shall not be entitled to vote on any amendment to the Certificate (including any certificate of designations relating to any series of Preferred Stock or Series Common Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock or Series Common Stock (if any are issued in the future).
There is no provision for cumulative voting with regard to the election of directors.
Dividend and Liquidation Rights
Subject to the rights applicable to any shares of Preferred Stock or Series Common Stock outstanding at any time, holders of our Common Stock are entitled to receive dividends at such times and in such amounts as the Board of Directors in its discretion shall determine and are entitled, in the event of a liquidation, to share ratably in all assets remaining paid after payment of liquidation.
Other Rights
The holders of our Common Stock have no preemptive rights and no rights to convert their shares of Common Stock into any other securities, and our shares of Common Stock are not subject to any redemption or sinking fund provisions. Additionally, a stockholder or group of stockholders may nominate director candidates and have the candidates included in our proxy materials, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in our Certificate and our By-laws.
Anti-Takeover Provisions
Some provisions of Delaware law, our Certificate and our By-laws may have the effect of delaying, deferring or discouraging another party from acquiring control of us.
Certificate and By-laws
The Certificate and the By-laws:
•authorize the Board to issue, at any time, Preferred Stock, the terms of which may be determined by the Board;
•do not authorize cumulative voting;
•authorize the Board to adopt, amend, or repeal By-laws; and
•provide that only the Secretary or any other officer, whenever directed by the Board or by the Chief Executive Officer, may call a special meeting.
Delaware Law
We are subject to Section 203 of the Delaware General Corporation Law, which regulates, subject to some exceptions, acquisitions of publicly-held Delaware corporations. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person becomes an interested stockholder, unless:
•the Board approved the business combination or the transaction in which the person became an interested stockholder prior to the date the person attained this status;
•upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85 percent of our voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•on or subsequent to the date the person became an interested stockholder, the Board approved the business combination and the stockholders other than the interested stockholder authorized the transaction at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3 percent of the outstanding stock not owned by the interested stockholder.
Section 203 defines a “business combination” to include:
•any merger or consolidation involving us and the interested stockholder;
•any sale, transfer, pledge or other disposition involving the interested stockholder of 10 percent or more of our assets;
•in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder;
•any transaction involving us that has the effect of increasing the proportionate share of our stock owned by the interested stockholders; and
•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.
In general, Section 203 defines an “interested stockholder” as any person who, together with the person’s affiliates and associates, owns, or within three years prior to the time of determination of interested stockholder status did own, 15 percent or more of a corporation’s voting stock.
DESCRIPTION OF THE COMPANY’S 1.75% SENIOR NOTES DUE 2027 AND 0.950% SENIOR NOTES DUE 2030
The following summary of our 1.75% Senior Notes due 2027 (the “2027 notes”) and our 0.950% Senior Notes due 2030 (the “2030 notes” and, together with the 2027 notes, the “notes”) is based on, subject to, and qualified in its entirety by the indenture dated as of August 19, 2010 between Moody’s Corporation and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented in respect of the 2027 notes by the fifth supplemental indenture thereto dated as of March 9, 2015 between Moody’s Corporation, the Trustee, and Elavon Financial Services DAC (formerly Elavon Financial Services Limited), UK Branch, as paying agent (the “Paying Agent”) and transfer agent and Elavon Financial Services DAC (formerly Elavon Financial Services Limited), as registrar, and in respect of the 2030 notes by the tenth supplemental indenture thereto dated as of November 25, 2019 between Moody’s Corporation, the Trustee, the Paying Agent, as paying agent, and U.S. Bank National Association as registrar and transfer agent. References to the “Company,” “we,” “us,” “our” and similar words refer to Moody’s Corporation and not to any of its subsidiaries. The 2027 notes and the 2030 notes are traded on The New York Stock Exchange under the trading symbols “MCO 27” and “MCO 30,” respectively.
General
The notes:
•are senior unsecured obligations of ours;
•rank equally with all of our other senior unsecured indebtedness from time to time outstanding;
•are structurally subordinated to all existing and future obligations of our subsidiaries, including claims with respect to trade payables;
•are effectively junior to any existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
•were initially limited to €500,000,000 aggregate principal amount for the 2027 notes and €750,000,000 aggregate principal amount for the 2030 notes, each of which remains the respective amount outstanding; and
•were issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Principal, Maturity and Interest
Each 2027 note bears interest from March 9, 2015 at a rate of 1.75% per year. Each 2030 note bears interest from November 25, 2019 at a rate of 0.950% per year. Interest on the 2027 notes is payable annually in arrears on March 9 of each year. Interest on the 2030 notes is payable annually in arrears on February 25 of each year. Interest on the notes is computed on the basis of (i) the actual number of days in the period for which interest is being calculated and (ii) the actual number of days from and including the last date on which interest was paid on the notes of the applicable series, to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association.
Interest on the 2027 notes accrues from and including March 9, 2015. Interest on the 2030 notes accrues from and including November 25, 2019. Interest on the notes of each series will be paid to holders of record on the date that is 15 calendar days immediately before the respective interest payment date. The rights of holders of beneficial interests of notes of either series to receive the payments of interest on such notes are subject to the applicable procedures of Euroclear Bank SA/ NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”).
The 2027 notes and the 2030 notes will mature on March 9, 2027 and February 25, 2030, respectively. On the respective maturity dates of the notes, the holders will be entitled to receive 100% of the principal amount of the notes of the applicable series. The notes do not have the benefit of any sinking fund.
With respect to the notes, a “business day” means any day, other than a Saturday or Sunday, (i) that is not a day on which banking institutions in The City of New York or London are authorized or required by law or executive order to close and (ii) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system, or the TARGET2 system, or any successor thereto, operates. If any interest payment date, maturity date or redemption date is not a business day, then the related payment for such interest payment date, maturity date or redemption date shall be paid on the next succeeding business day with the same force and
effect as if made on such interest payment date, maturity date or redemption date, as the case may be, and no further interest shall accrue as a result of such delay.
Priority
The notes are general unsecured obligations of ours and will rank equally with all of our existing and future unsubordinated obligations.
Holders of any secured indebtedness we may issue will have claims that are prior to claims of the holders of the notes, to the extent of the value of the assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding.
We conduct our operations through subsidiaries. As a result, distributions or advances from our subsidiaries are a major source of funds necessary to meet our debt service and other obligations. Contractual provisions, laws or regulations, as well as our subsidiaries’ financial condition and operating requirements, may limit our ability to obtain cash required to pay our debt service obligations, including payments on the notes. The notes are “structurally” subordinated to all obligations of our subsidiaries including claims with respect to trade payables. This means that in the event of bankruptcy, liquidation or reorganization of any of our subsidiaries, the holders of notes will have no direct claim to participate in the assets of such subsidiary but may only recover by virtue of our equity interest in our subsidiaries (except to the extent we have a claim as a creditor of such subsidiary). As a result all existing and future liabilities of our subsidiaries, including trade payables and claims of lessors under leases, have the right to be satisfied in full prior to our receipt of any payment as any equity owner of our subsidiaries.
Further Issues
The indenture provides that we may issue debt securities (the “debt securities”) thereunder from time to time in one or more series, and permits us to establish the terms of each series of debt securities at the time of issuance. The indenture does not limit the aggregate amount of debt securities that may be issued under the indenture.
The 2027 notes and 2030 notes each constitute a separate series of debt securities under the indenture, initially limited to €500,000,000 and €750,000,000, respectively. Under the indenture, we may, without the consent of the holders of the notes of the applicable series, “reopen” either series and issue additional notes of such series from time to time in the future, provided that if the additional notes of such series are not fungible for U.S. federal income tax purposes with the notes of such series, the additional notes of such series will have a separate ISIN and/or any other identifying number. This means that, in circumstances where the indenture provides for the holders of notes of either series to vote or take any action, any of the outstanding notes of either series as well as any respective additional notes of such series that we may issue by reopening the series, will vote or take action as a single class.
Optional Redemption
We may redeem all or a portion of either series of notes at our option at any time or from time to time as set forth below. We may redeem such notes at a redemption price equal to the greater of:
•100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and
•the sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest on the notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 25 basis points for the 2027 notes and 20 basis points for the 2030 notes, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.
Notwithstanding the immediately preceding paragraph, we may redeem all or a portion of the 2027 notes at our option at any time on or after December 9, 2026 (90 days prior to their maturity) and all or a portion of the 2030 notes at our option at any time on or after November 25, 2029 (three months prior to their maturity), in each case at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If money sufficient to pay the redemption price of all of the notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such notes (or such portion thereof) called for redemption.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes to be redeemed, if they
were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by us, a German government bond whose maturity is closest to the maturity of the notes to be redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by us, determine to be appropriate for determining the Comparable Government Bond Rate.
“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.
We will, or will cause the Trustee or Paying Agent on our behalf to, mail notice of a redemption to holders of the applicable notes to be redeemed by first-class mail (or otherwise transmit in accordance with applicable procedures of Euroclear/Clearstream) at least 30 and not more than 60 days prior to the date fixed for redemption. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the applicable notes or portions thereof called for redemption. On or before the redemption date, we will deposit with the Paying Agent or set aside, segregate and hold in trust (if we are acting as paying agent), funds sufficient to pay the redemption price of, and accrued and unpaid interest on, such notes to be redeemed on that redemption date. If fewer than all of the notes of either series are to be redeemed, the Paying Agent will select, not more than 60 days prior to the redemption date, the particular notes or portions thereof for redemption from the outstanding notes of the applicable series not previously called by such method as the Paying Agent deems fair and appropriate and in accordance with the applicable procedures of the depositary; provided, however, that no notes of a principal amount of €100,000 or less shall be redeemed in part.
We may at any time, and from time to time, purchase the notes of either series at any price or prices in the open market or otherwise.
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay to the holder of any 2027 note such additional amounts as may be necessary to ensure that every net payment on such 2027 note, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority of the United States, will not be less than the amount provided in such 2027 note to be then due and payable. However, we will not pay additional amounts for or on account of
1)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a holder or beneficial owner of a 2027 note) between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary or person holding a power over such holder or beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) of a 2027 note and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, partner, member or shareholder) being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;
2)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) (i) being or having been present in, or engaged in a trade or business in, the United States, (ii) being treated as having been present in, or engaged in a trade or business in, the United States, or (iii) having or having had a permanent establishment in the United States;
3)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a passive foreign investment company, a foreign private foundation or other foreign tax-exempt organization, or being a corporation that accumulates earnings to avoid U.S. federal income tax;
4)any tax, assessment or other governmental charge imposed on a beneficial owner that actually or constructively owns 10% or more of the total combined voting power of all of our classes of stock that are entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended (the “Code”);
5)any tax, assessment or other governmental charge which would not have been so imposed but for the presentation (where such presentation is required) of such 2027 note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which such payment is duly provided for, whichever occurs later;
6)any tax, assessment or other governmental charge that is payable by any method other than withholding or deduction by us or any paying agent from payments in respect of such 2027 note;
7)any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;
8)any withholding or deduction that is imposed on a payment that is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive amending, supplementing or replacing such Directive, or any law implementing or complying with our introduced in order to conform to, such Directive or Directives;
9)any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment in respect of any 2027 note if such payment can be made without such withholding by at least one other paying agent;
10)any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
11)any tax, assessment or other governmental charge imposed as a result of the failure of the holder or beneficial owner of a 2027 note to comply with a request to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of a 2027 note, if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;
12)any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;
13)any tax, assessment or other governmental charge imposed under Sections 1471-1474 of the Code and the U.S. Treasury regulations thereunder (“FATCA”), any agreement with the U.S. Internal Revenue Service in connection with FATCA, any intergovernmental agreement between the United States and any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or in connection with, FATCA or any intergovernmental agreement; or
14)any combination of items (1) through (13) above.
We will, subject to the exceptions and limitations set forth below, pay to the holder of any 2030 note such additional amounts as may be necessary to ensure that every net payment on such 2030 note, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority of the United States, will not be less than the amount provided in such 2030 note to be then due and payable. However, we will not pay additional amounts for or on account of
1)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a holder or beneficial owner of a 2030 note) between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary or person holding a power over such holder or beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) of a 2030 note and the United States, or any political subdivision or taxing authority of the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, partner, member or shareholder) being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;
2)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) (i) being or having been present in, or engaged in a trade or business in, the United States, (ii) being treated as having been present in, or engaged in a trade or business in, the United States, or (iii) having or having had a permanent establishment in the United States;
3)any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a passive foreign investment company, a foreign private foundation or other foreign tax-exempt organization, or being a corporation that accumulates earnings to avoid U.S. federal income tax;
4)any tax, assessment or other governmental charge imposed on a beneficial owner that actually or constructively owns 10% or more of the total combined voting power of all of our classes of stock that are entitled to vote within the meaning of Section 871(h)(3) of the Code;
5)any tax, assessment or other governmental charge which would not have been so imposed but for the presentation (where such presentation is required) of such 2030 note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which such payment is duly provided for, whichever occurs later;
6)any tax, assessment or other governmental charge that is payable or otherwise imposed by any method other than withholding or deduction by us or any paying agent from payments in respect of such 2030 note;
7)any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;
8)any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment in respect of any 2030 note if such payment can be made without such withholding by at least one other paying agent;
9)any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
10)any tax, assessment or other governmental charge imposed as a result of the failure of the holder or beneficial owner of a 2030 note to comply with a request to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of a 2030 note, if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;
11)any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;
12)any tax, assessment or other governmental charge imposed under Sections 1471-1474 of FATCA, any agreement with the U.S. Internal Revenue Service in connection with FATCA, any intergovernmental agreement between the United States and any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted, or practices adopted, in any jurisdiction implementing, or in connection with, FATCA or any intergovernmental agreement, treaty or convention implementing FATCA; or
13)any combination of items (1) through (12) above.
In addition, we will not pay additional amounts to a beneficial owner of a note of either series that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, or to a beneficial owner of a note of either series that is not the sole beneficial owner of such note, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner or member received directly its beneficial or distributive share of the payment. For purposes of this paragraph, the term “beneficial owner of a note” includes any person holding a note on behalf of or for the account of a beneficial owner. Except as specifically provided under this
heading “— Payment of Additional Amounts,” we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
With respect to the 2027 notes, we undertake that, to the extent permitted by law, we will maintain a paying agent in a Member State of the European Union (if any) that will not require withholding or deduction of tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such European Council Directive.
In the event that we are required to pay additional amounts to holders of notes of either series, we will provide written notice to the Trustee of its obligation to pay additional amounts, and the notice shall set forth the additional amounts to be paid by us on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of notes of either series to determine the additional amounts, or with respect to the nature, extent, or calculation of the amount of additional amounts owed, or with respect to the method employed in such calculation of the additional amounts.
Redemption for Tax Reasons
The 2027 notes and the 2030 notes will mature and be redeemed at par on their maturity dates of March 9, 2027 and February 25, 2030, respectively, and are not redeemable prior to maturity except as described above under “—Optional Redemption” or below under “—Change of Control” or upon certain tax events described below.
We may redeem the notes of either series prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice at a redemption price equal to the principal amount of such notes plus any accrued interest and additional amounts to, but not including, the date fixed for redemption if:
•as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after March 9, 2015 for the 2027 notes and November 25, 2019 for the 2030 notes, we have or will become obligated, on the next date on which any payment under the notes of such series is due, to pay additional amounts with respect to the notes of such series as described above under “—Payment of Additional Amounts,” and we, in our business judgment, determine that such obligations cannot be avoided by the use of reasonable measures available to us; or
•on or after March 9, 2015 for the 2027 notes and November 25, 2019 for the 2030 notes, any action is taken by a taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, the United States or any political subdivision of or in the United States, including any of those actions specified above, whether or not such action was taken or decision was rendered with respect to us, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that we will become obligated to pay additional amounts with respect to the notes of such series, and we, in our business judgment, determine that such obligations cannot be avoided by the use of reasonable measures available to us.
If we exercise our option to redeem the notes of either series, we will deliver to the Trustee a certificate signed by an authorized officer stating that we are entitled to redeem the notes of such series and an opinion of independent tax counsel to the effect that the circumstances described in either of the above bullets exist.
Merger, Consolidation or Sale of Assets
Under the terms of the indenture, we are permitted to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity, subject to our meeting all of the following conditions:
•any successor or purchaser is a corporation, limited liability company, partnership or trust organized under the laws of the United States of America, any State or the District of Columbia;
•immediately following the consolidation, merger, sale or conveyance, the resulting, surviving or transferee entity (if other than us) would not be in default in the performance of any covenant in the indenture; and
•we must deliver a supplemental indenture by which the surviving entity (if other than us) expressly assumes our obligations under the indenture.
In the event that we consolidate or merge with another entity or sell all or substantially all of our assets to another entity, the surviving entity (if other than us) will be substituted for us under the indenture, and we will be discharged from all of our obligations under the indenture.
Although there is a limited body of case law interpreting the phrase “all or substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of our assets. As a result, it may be unclear as to whether the merger, consolidation or sale of assets covenant would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction.
Change of Control
Upon the occurrence of a Change of Control Triggering Event with respect to either series of notes, unless we have exercised our right to redeem the notes of such series as described under “Optional Redemption” above, the indenture provides that each holder of notes of such series will have the right to require us to purchase all or a portion of such holder’s notes of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of notes of such series on the relevant record date to receive interest due on the relevant interest payment date.
Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, a notice to each holder of notes of such series, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of notes of such series electing to have notes of such series purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their notes of such series to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.
We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all notes of such series properly tendered and not withdrawn under its offer.
Our ability to pay cash to holders of notes of a series upon a repurchase may be limited by our then existing financial resources.
Holders of either series of the notes will not be entitled to require us to purchase their notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction that is not a Change of Control. In addition, holders may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest where our Board of Directors does not approve a dissident slate of directors but approves them as required by clause (4) of the first paragraph of the definition of “Change of Control.”
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of notes of either series as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the indenture by virtue of such compliance.
“Change of Control” means the occurrence of any one of the following:
1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;
2)the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;
3)the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;
4)the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or
5)the adoption of a plan relating to the liquidation or dissolution of the Company.
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) we become a direct or indirect wholly-owned subsidiary of a holding company, and (ii) (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
“Change of Control Triggering Event” (i) with respect to the 2027 notes means the 2027 notes cease to be rated Investment Grade by S&P or, if S&P and another “nationally recognized statistical rating organization” (as defined in Rule 15c3-1(c)(2)(vi)(F) of the Exchange Act) shall provide a rating of the 2027 notes, by S&P and any such other rating organization, and (ii) with respect to the 2030 notes, means the 2030 notes cease to be rated Investment Grade by S&P or Fitch or, if S&P or Fitch and another “nationally recognized statistical rating organization” (as defined in Rule 15c3-1(c)(2)(vi)(F) of the Exchange Act) shall provide a rating of the 2030 notes, by S&P or Fitch and any such other rating organization, on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as S&P (in the case of the 2027 notes) or S&P or Fitch (in the case of the 2030 notes) or such other rating organization shall have publicly announced that it is considering a possible ratings change). Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
“Continuing Director” means, as of any date of determination, any member of the board of directors of the Company who:
1)was a member of such board of directors on the date of the indenture; or
2)was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.
“Investment Grade” means a rating of BBB- or better by S&P or Fitch (or its equivalent under any successor rating category of S&P or Fitch, as applicable); and an equivalent rating of another “nationally recognized statistical rating organization” that shall provide a rating of the notes of a series.
“Fitch” means Fitch Ratings, a part of the Fitch Group, and its successors.
“S&P” means S&P Global Ratings and its successors.
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.
Limitations on Liens
We have covenanted in the indenture that we will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of our or our Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the applicable date of issuance of the notes or thereafter acquired, unless the notes are at least equally and ratably secured with such secured Indebtedness (together with, if we so determine, any other Indebtedness of or guaranty by us or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the notes and
any other debt securities of any series issued pursuant to the indenture and having the benefit of this covenant shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):
1)Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary;
2)Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition;
3)Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto;
4)Liens in our favor or in favor of a Restricted Subsidiary;
5)Liens existing on the date of issuance of the notes;
6)Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with us or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either us or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition;
7)Liens arising in connection with the financing of accounts receivable by us or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and
8)extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to above without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in the foregoing clauses and improvements to this property.
Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all our Sale/Leaseback Transactions (as defined below) permitted by the third paragraph under “Limitation on Sale and Leaseback Transactions” below does not at such time exceed 5% of Consolidated Total Assets.
Limitations on Sale and Leaseback Transactions
We have covenanted in the indenture that we will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either we transfer, or any Restricted Subsidiary transfers, such property to a Person and either we or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless:
•we or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the notes as described under “Limitation on Liens” above; or
•the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by our Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of ours or any Restricted Subsidiary.
The restrictions set forth above do not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between us and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease
for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest.
Notwithstanding the restrictions contained above, we and our Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the above restrictions, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by the last paragraph under the section entitled “Limitation on Liens” above, does not at such time exceed 5% of Consolidated Total Assets.
“Attributable Debt” means an amount equal to the lesser of (i) the fair market value of the property (as determined by our Board of Directors) or (ii) the present value of the total net amount of payments to be made under the lease during its remaining term, discounted at the interest rate set forth or implicit in the terms of the lease, compounded semi-annually.
“Consolidated Total Assets” means the total assets of the Company and its consolidated subsidiaries, as set forth on our most recent consolidated balance sheet, as determined under GAAP.
“GAAP” means with respect to any computations required or permitted hereunder, generally accepted accounting principles in effect in the United States as in effect from time to time; provided, however, if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.
“Indebtedness” means any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of such person as a liability on the date as of which Indebtedness is to be determined.
“Net Revenue” means, with respect to any Person for any period, the net revenue of such Person and its consolidated subsidiaries, determined on a consolidated basis in accordance with GAAP for such period.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
“Restricted Subsidiary” means any Subsidiary (i) the Total Assets of which exceed 10% of Consolidated Total Assets as of the end of the most recently completed fiscal year or (ii) the Net Revenue of which exceeds 10% of the Net Revenue of the Company and its consolidated subsidiaries as of the end of the most recently completed fiscal year.
“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.
“Total Assets” means, at any date as to any Person, the total assets of such Person and its consolidated subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.
SEC Reports
The indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be filed by us with the Trustee within 30 days after the same are filed with the SEC. Documents filed by us with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee as of the time such documents are filed via EDGAR.
Events of Default
Holders of each series of notes will have specified rights if an Event of Default (as defined below) occurs.
The term “Event of Default” in respect of a series of notes means any of the following:
•we do not pay interest on any note of such series within 30 days of its due date;
•we do not pay the principal of or any premium on any note of such series, when due and payable, at maturity, or upon acceleration or redemption;
•we remain in breach of a covenant or warranty in respect of the indenture or any note of such series (other than a covenant included in the indenture solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be sent by either the Trustee or holders of at least 25% in principal amount of the outstanding notes of such series;
•we or a Restricted Subsidiary fail to pay the principal of any Indebtedness when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of our or any of our Restricted Subsidiaries’ Indebtedness in an aggregate amount of $50 million or more; or
•we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture.
If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is no longer being used by the then-member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euros will be converted into U.S. dollars on the basis of the most recently available market exchange rate for euros. Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default. Neither the Trustee nor the paying agent shall have any responsibility for effecting such currency conversions.
If an Event of Default with respect to a series of notes has occurred, the Trustee or the holders of at least 25% in principal amount of the applicable series of notes may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, such notes to be due and immediately payable. This is called a declaration of acceleration of maturity. There is no action on the part of the Trustee or any holder of such notes required for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal amount of the applicable series of notes may also waive certain past defaults under the indenture with respect to the notes on behalf of all of such holders of the notes of such series. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in principal amount of the applicable series of notes and the Trustee.
The Trustee is not required to take any action under the indenture at the request of holders unless the holders offer the Trustee protection from expenses and liability satisfactory to the Trustee. If an indemnity satisfactory to the Trustee is provided, the holders of a majority in principal amount of notes of the applicable series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. The Trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.
Before holders are allowed to bypass the Trustee and bring a lawsuit or other formal legal action or take other steps to enforce their rights or protect their interests relating to a series of notes, the following must occur:
•such holders must give the Trustee written notice that an Event of Default has occurred and remains uncured;
•holders of at least 25% in principal amount of the notes of the applicable series must make a written request that the Trustee take action because of the default and must offer the Trustee indemnity satisfactory to the Trustee against the cost and other liabilities of taking that action; and
•the Trustee must have failed to take action for 60 days after receipt of the notice and offer of indemnity.
Holders are, however, entitled at any time to bring a lawsuit for the payment of money due on the notes of a series on or after the due date.
We are required to furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from certain of our officers as to his or her knowledge of our compliance with all conditions and covenants under the indenture and, in the event of any default, specifying each such default and the nature and status thereof of which such officer may have knowledge.
Modification of the Indenture
The indenture provides that we and the Trustee may, without the consent of any holders of notes, enter into supplemental indentures for the purposes, among other things, of:
•curing ambiguities or inconsistencies in the indenture or making any other provisions with respect to matters or questions arising under the indenture;
•providing for the assumption by a successor corporation of the obligations of the Company under the indenture;
•adding guarantees with respect to the notes;
•securing the notes;
•adding to the covenants of the Company for the benefit of the holders or surrendering any right or power conferred upon the Company;
•adding additional events of default;
•making any change that does not adversely affect the rights of any holder;
•changing or eliminating any provisions of the indenture so long as there are no holders entitled to the benefit of the provisions;
•complying with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939; or
•conforming the provisions of the indenture and the notes to the “Description of Notes” section in the prospectus supplement relating to the applicable series of notes.
With specific exceptions, the indenture or the rights of the holders of the notes of a series may be modified by us and the Trustee with the consent of the holders of a majority in aggregate principal amount of the notes of such series, but no modification may be made without the consent of the holder of each outstanding note of a series that, among other things, would:
•extend the maturity of any payment of principal of or any installment of interest on any notes of such series;
•reduce the principal amount of any note of such series, or the interest thereon, or any premium payable on any note of such series upon redemption thereof;
•change any place of payment where, or the currency in which, any note of such series or any premium or interest is denominated as payable;
•change the ranking of the notes of such series;
•impair the right to sue for the enforcement of any payment on or with respect to any note of such series; or
•reduce the percentage in principal amount of outstanding notes of such series required to consent to any supplemental indenture, any waiver of compliance with provisions of the indenture or specific defaults and their consequences provided for in the indenture, or otherwise modify the sections in the indenture relating to these consents.
Defeasance and Covenant Defeasance
We may elect either (i) to defease and be discharged from any and all obligations with respect to the notes of any series (except as otherwise provided in the indenture) (“defeasance”), or (ii) to be released from our obligations with respect to certain covenants that are described in the indenture (“covenant defeasance”), upon the deposit with the Trustee, in trust for such purpose, of money and/or government obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, as certified by a nationally recognized firm of certified public accountants or other appropriate independent financial professional, without reinvestment, to pay the principal of, premium, if any, and interest on the notes of such series to maturity or
redemption, as the case may be, and any mandatory sinking fund or analogous senior payments thereon. As a condition to defeasance or covenant defeasance, we must deliver to the Trustee an opinion of counsel to the effect that the holders of the notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. We may exercise our defeasance option with respect to either series of the notes notwithstanding our prior exercise of our covenant defeasance option. If we exercise our defeasance option, payment of the notes of such series may not thereafter be accelerated because of an Event of Default.
If we exercise our covenant defeasance option, payment of the notes of such series may not thereafter be accelerated by reference to any covenant from which we are released as described under clause (ii) of the immediately preceding paragraph. However, if acceleration were to occur for other reasons, the realizable value at the acceleration date of the money and government obligations in the defeasance trust could be less than the principal and interest then due on the notes of such series, in that the required deposit in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors.
As used in this section, the term “government obligations” shall include (i) securities that are direct obligations of the Federal Republic of Germany for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the Federal Republic of Germany, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the Federal Republic of Germany, which, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof.
Paying Agent and Payments on the Notes
Principal of, premium, if any, and interest on the notes of each series will be payable at the office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to the holders of the notes of such series at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest with respect to the notes of such series represented by one or more global notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream and Euroclear will be made through the facilities of the common depositary. We may change the paying agent without prior notice to the holders and the Company or any of its Subsidiaries may act as paying agent. With respect to the 2027 notes, we undertake to maintain a paying agent in a member state of the European Union that, to the extent permitted by law, will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income in relation to the 2027 notes.
Issuance in Euros
Initial holders of each series of the notes were paid for the notes of such series in euros, and all payments of interest and principal, including payments made upon any redemption of the notes of such series, will be payable in euros. If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is no longer being used by the then member states of the European Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes of such series will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euros will be converted into U.S. dollars on the basis of the most recently available market exchange rate for euro. Any payment in respect of the notes of such series so made in U.S. dollars will not constitute an event of default under the notes of such series or the indenture governing the notes of such series. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
“Market exchange rate” means the noon buying rate in The City of New York for cable transfers of euros as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
Title
We, the Trustee and any agent of ours may treat the registered owner of any debt security as the absolute owner thereof (whether or not the debt security shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes.
Replacement of Notes
We will replace any mutilated note at the expense of the holders upon surrender to the Trustee. We will replace notes that become destroyed, lost or stolen at the expense of the holder upon delivery to the Trustee of satisfactory evidence of the destruction, loss or theft thereof. In the event of a destroyed, lost or stolen note, an indemnity or security satisfactory to us and the Trustee will be required at the expense of the holder of the note before a replacement note will be issued.
Book-Entry System
Global Clearance and Settlement
The notes of each series were issued in the form of one or more global notes (each a “global note”) in fully registered form, without coupons, and were deposited on the closing date with a common depositary for, and in respect of interests held through, Euroclear and Clearstream. Except as described herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees.
Beneficial interests in the global notes are represented, and transfers of such beneficial interests are effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in Euroclear or Clearstream. Those beneficial interests must be in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Investors may hold notes directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems.
Owners of beneficial interests in the global notes are not entitled to have notes registered in their names, and are not entitled to receive physical delivery of notes in definitive form. Except as provided below, beneficial owners are not considered the owners or holders of the notes under the indenture, including for purposes of receiving any reports delivered by us or the Trustee pursuant to the indenture. Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person is not a participant of the clearing systems, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. Under existing industry practices, if we request any action of holders or a beneficial owner desires to give or take any action which a holder is entitled to give or take under the indenture, the clearing systems would authorize their participants holding the relevant beneficial interests to give or take action and the participants would authorize beneficial owners owning through the participants to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by the clearing systems to their participants, by the participants to indirect participants and by the participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in global notes.
Persons who are not Euroclear or Clearstream participants may beneficially own notes held by the common depositary for Euroclear and Clearstream only through direct or indirect participants in Euroclear and Clearstream. So long as the common depositary for Euroclear and Clearstream is the registered owner of the Global Note, the common depositary for all purposes will be considered the sole holder of the notes represented by the Global Note under the indenture and the Global Notes.
Certificated Notes
If the applicable depositary is at any time unwilling or unable to continue as depositary for any of the global notes and a successor depositary is not appointed by us within 90 days, we will issue the notes in definitive form in exchange for the applicable global notes. We will also issue the notes in definitive form in exchange for the global notes if an event of default has occurred with regard to the notes represented by the global notes and has not been cured or waived. In addition, we may at any time and in our sole discretion determine not to have the notes represented by the global notes and, in that event, will issue the notes in definitive form in exchange for the global notes. In any such instance, an owner of a beneficial interest in the global notes will be entitled to physical delivery in definitive form of the notes represented by the global notes equal in principal amount to such beneficial interest and to have such notes registered in its name. The notes so issued in definitive form will be issued as registered in minimum denominations of €100,000 and integral multiples of €1,000 thereafter, unless otherwise specified by us. Our definitive form of the notes can be transferred by presentation for registration to the registrar at its office and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to us or the registrar duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive notes.
Notices
Notices to holders of the notes will be sent by mail or email to the registered holders, or otherwise in accordance with the procedures of the applicable depositary.
Registrar and Transfer Agent
Elavon Financial Services DAC has been appointed as registrar for the 2027 notes. Elavon Financial Services DAC, UK Branch has been appointed as transfer agent for the 2027 notes. U.S. Bank National Association has been appointed as registrar and transfer agent for the 2030 notes. We may change the registrar and the transfer agent for either series of the notes without prior notice to the holders, and we or any of our Subsidiaries may act as the registrar or the transfer agent.
Governing Law
The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.
MOODY'S CORPORATION DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of January 1, 2020
RECITALS
The purpose of the Plan, which is hereby amended and restated effective as of January 1, 2020, is to offer Participants an opportunity to elect to defer the receipt of currently earned Compensation in order to provide benefits that are not taxable until the time of distribution. As an additional incentive to Participants, the Employer shall match Participant contributions in certain circumstances. The Plan is intended to be a top-hat plan (i.e. an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is intended to comply with the provisions of Section 409A of the Code in order to avoid taxation of amounts deferred hereunder before such amounts are distributed from the Plan, and the Plan will be interpreted accordingly.
I. Definitions:
(a) Account means the total recordkeeping account balance credited to a Participant or Beneficiary, consisting of the Participant’s compensation deferrals and any Employer Contributions, as adjusted by deemed income, gains, and losses thereto. A Participant’s or Beneficiary’s Account shall be determined as of the date of reference. An Account is not an actual fund or investment, it is solely a recordkeeping entry to track the Participant’s benefit under the Plan.
(b) Beneficiary means any person or persons so designated in accordance with the provisions of Section VII.
(c) Beneficiary Declaration and Deferral Election Form means the form on which a Participant elects to defer Compensation hereunder and on which the Participant makes certain other designations as required thereon.
(d) Board means the Board of Directors of the Employer.
(e) Change in Control means a change in ownership of Moody's Corporation, a change in the effective control of Moody's Corporation, or a change in the ownership of a substantial portion of the assets of Moody's Corporation. For this purpose, a change in the ownership of Moody's Corporation occurs on the date that any one person, or more than one person acting as a group (as determined pursuant to the regulations under Section 409A), acquires ownership of stock of Moody's Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of Moody's Corporation. A change in effective control of Moody's Corporation occurs on either of the following dates: (1) the date any
one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Moody's Corporation possessing 50 percent or more of the total voting power of the stock of Moody's Corporation, or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.
(f) Code means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time.
(g) Committee means Management Benefits and Compensation Committee or its delegate.
(h) Compensation has the meaning set forth in the Profit Participation Plan.
(i) Disability shall be deemed to occur if (a) the Committee determines that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.
(j) Effective Date means the effective date of this amendment and restatement of the Plan, which shall be January 1, 2020.
(k) Eligible Employee means, for any Plan Year, an employee of the Employer who is expected to earn compensation (as defined in the Profit Participation Plan) in excess of the Section 401(a)(17) Limit. In addition, Moody’s Investors Service (MIS) - Second Level Managing Director and above, Moody’s Analytics (MA) - Executive Director and above and Moody’s Shared Services (MSS) - Second Level Managing Director and above shall be Eligible Employees in all events.
(l) Employer means Moody's Corporation and its subsidiaries, and their respective successors and assigns, unless otherwise herein provided, or any other corporation or business organization that, with the consent of Moody's Corporation or its successors or assigns, assumes the Employer’s obligations hereunder, or any other corporation or business organization that agrees, with the consent of the Employer, to become a party to the Plan.
(m) Employees classified as MIS, MA and MSS mean an individual classified by the Employer as Moody’s Investors Service (MIS) - Second Level Managing Director and above, Moody’s Analytics (MA) - Executive Director and above and Moody’s Shared Services (MSS) - Second Level Managing Director and above.
(n) Participant means any person so designated in accordance with the provisions of Section II of the Plan, including, where appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan.
(o) Performance-Based Compensation shall mean performance-based compensation, as defined for purposes of Section 409A.
(p) Plan means this Moody's Corporation Deferred Compensation Plan, as amended from time to time.
(q) Plan Year means the twelve (12) month period ending on December 31st of each year during which the Plan is in effect.
(r) Profit Participation Plan means the Profit Participation Plan of Moody's Corporation.
(s) Retirement means Separation from Service after the Participant has completed ten (10) years of Vesting Service following attainment of age 45.
(t) Section 401(a)(17) Limitation means the limitation in effect under the Profit Participation Plan for the applicable Year pursuant to Section 401(a)(17) of the Code.
(u) Section 409A means Section 409A of the Code and applicable guidance issued thereunder.
(v) Separation from Service or Separates from Service means the Participant's termination of employment, as determined pursuant to Section 409A.
(w) Specified Employee means a key employee (as defined in section 416(i) of the Code without regard to paragraph (5) thereof) of the Employer.
(x) Valuation Date means each business day.
(y) Vesting Service means the Participant's service with the Employer, as determined pursuant to the "elapsed time" method described in Treasury Regulation section 1.410(a)-7.
II. Eligibility and Participation:
(a) Requirements. Every Eligible Employee on the Effective Date shall be eligible to become a Participant on the Effective Date. Every other Eligible Employee shall be eligible to become a Participant on the January 1 occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant however, if he or she is not an Eligible Employee on the date his or her participation is to begin.
(b) Re-employment. If a Participant whose employment has terminated is re- employed, he or she shall become a Participant in accordance with the provisions of Section II(a) as though he or she had not previously been so employed.
III. Contributions and Credits:
(a) Participant Compensation Deferrals.
(i) In accordance with rules established by the Committee, a Participant may elect to defer up to six percent (6%) of Compensation earned during a Plan Year in excess of the Section 401(a)(17) Limitation. Notwithstanding the foregoing, those employees classified in the definition section as MIS, MA and MSS may defer up to 50% of their compensation earned during a Plan Year. Amounts so deferred will be considered a Participant’s “Compensation Deferral.” Notwithstanding the foregoing, in no event may a Participant's Compensation Deferrals for a Plan Year exceed $999,999. Compensation Deferrals for a Plan Year shall commence with the pay period in which the Eligible Employee's Compensation first exceeds the Section 401(a)(17) Limitation (with respect to those employees classified as MIS, MA and MSS, January 1 of the Plan Year or such other date they designate).
(ii) A Participant shall make an election with respect to any Plan Year during the time established by the Committee, but in no event later than December 31 of the prior year. Notwithstanding the foregoing, with respect to Performance-Based Compensation, a Participant shall make an election at such time as determined by the Committee, but in no event later than six months before the end of the period of service based on which such Performance-Based Compensation is determined. The Committee may in its discretion permit separate deferral elections with respect to different forms of Compensation to the extent permitted by Section 409A.
(b) Irrevocability of Compensation Deferral Election. Compensation Deferrals shall be made through regular payroll deductions or through an election by the Participant to defer the payment of Performance-Based Compensation, bonuses or other amounts specified by the Committee. Once a Compensation Deferral has been elected, it may not be increased or decreased during the Plan Year; provided, however, that a Participant's Compensation Deferrals for a Plan Year
shall be suspended if the Participant receives a distribution due to an unforeseeable emergency pursuant to Section V(d) during such Plan Year.
(c) Employer Contributions. For each Plan Year, each Participant shall be credited with amounts equal to the Employer contributions that would have been contributed by the Employer to the Profit Participation Plan with respect to such Participant but for the application of the Section 401(a)(17) Limitation and if Compensation Deferrals contributed under this Plan had been contributed to the Profit Participation Plan. Such Employer contributions may (but need not) include amounts equal to the "Matching Contributions" and "Retirement Contributions" that would have been made for a Plan Year on the Participant's behalf but for the Section 401(a)(17) Limitation. Contributions to the Plan pursuant to this Section III(c) shall be considered a Participant’s “Employer Contributions.”
(d) Account. There shall be established and maintained by the Committee a separate Account in the name of each Participant and each such Account shall be credited or debited by:
(i) amounts equal to the Participant’s Compensation Deferrals;
(ii) amounts equal to the Employer Contributions credited to the Participant; and
(iii) any deemed income, gains, or losses (to the extent realized, based upon deemed fair market value of the Account’s deemed assets, as determined by the Committee, in its discretion) attributable or allocable to amounts described in Sections III(d)(i) and (ii). The Committee shall have the discretion to allocate such deemed income, gains or losses among Plan Accounts pursuant to such allocation rules as the Committee deems to be reasonable and administratively practicable.
(e) Vesting. Each Participant shall at all times be one hundred percent (100%) vested in the portion of his or her account attributable to Compensation Deferrals (and earnings thereon). Each Participant shall vest in the Employer Contributions (and earnings thereon) credited to his or her Account after completing three (3) years of Vesting Service, if such person dies or experiences a Disability while employed by the Employer, or if a Change in Control occurs while such Participant is employed by the Employer.
(f) Restrictions Upon Funding - Unsecured Relationship. The Employer shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Plan and in the event the Employer chooses to do so, it may cease to do so at any time, in its sole discretion. In any event, the payments to the Participant or to his or her designated Beneficiary or any other beneficiary under this Plan shall be made from assets which shall continue, for all
purposes, to be a part of the general assets of the Employer and no person shall have by virtue of the provisions of this Plan, any interest in such assets. To the extent that any person acquires a right to receive payments from the Employer under the provisions of this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.
IV. Allocation of Funds:
(a) Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section IV(e), each Participant shall have the right to direct the Committee as to the manner in which amounts credited to his or her Account shall be deemed to be invested. The Participant’s Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest, as applicable, of the designated deemed investments, as follows: As of each Valuation Date, an amount equal to the net increase or decrease (as determined by the Committee) of each deemed investment option since the preceding Valuation Date shall be allocated among all Participants’ Accounts deemed to be invested in that investment option in accordance with the ratio that the portion of the Account of each Participant that is deemed to be invested within that investment option, determined as provided herein, bears to the aggregate of all amounts deemed to be invested within that investment option.
(b) Accounting for Distributions. As of the date of any distribution hereunder, the distribution to a Participant or his or her Beneficiary(ies) shall be charged to such Participant’s Account.
(c) Investment Recordkeeping Accounts. Within each Account established and maintained under the Plan by the Employer, there shall be established investment recordkeeping accounts to show separately the deemed earnings and losses credited or debited to such account and the applicable deemed investments of the account.
(d) Interim Valuations. If it is determined by the Committee that the value of the Account as of any date on which distributions are to be made differs materially from the value on the prior Valuation Date, upon which the distribution is to be based, the Committee, in its discretion, shall have the right to designate any date in the interim as a Valuation Date for the purpose of re-valuing the Account so that the Account from which the distribution is being made will, prior to the distribution, reflect its share of such material difference in value.
(e) Deemed Investment Choices of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Committee, or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Committee, each Participant may communicate to the Committee a choice as to how his or her Account should be deemed to be invested among such categories of deemed
investments as may be made available by the Committee hereunder from time to time in the Committee’s sole discretion (the “Deemed Investment Choice”). Unless otherwise determined by the Committee, the deemed investments shall be the investments available under the Profit Participation Plan (or any successor thereto). Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant’s Account that is requested to be deemed to be invested in such categories of deemed investments and shall be subject to the following rules:
(i) Any initial or subsequent Deemed Investment Choice shall be filed with the Committee in accordance with such procedures, as the Committee shall determine from time to time, and shall be effective as soon as reasonably practicable.
(ii) All amounts credited to the Participant’s Account shall be deemed to be invested in accordance with the then effective Deemed Investment Choice, and, as of the effective date of any new Deemed Investment Choice, all or a portion of the Participant’s Account at that date shall be reallocated among the designated deemed investment benchmark funds according to the percentages specified in the new Deemed Investment Choice, unless and until, a subsequent Deemed Investment Choice shall be filed and become effective. An election concerning deemed investment choices shall continue indefinitely as provided in the Participant’s most recent Beneficiary Declaration and Deferral Election Form or other form specified by the Committee.
(iii) If the Committee possesses at any time directions as to the deemed investment of less than all of the Participant’s Account, the Participant shall be deemed to have directed that the undesignated portion of the Account be deemed to be invested in a fund made available under the Plan as determined by the Committee in its sole discretion.
(iv) Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary.
(v) The Committee may change its offering of Deemed Investment Choices at any time.
V. Entitlement of Benefits:
(a) Separation from Service. If a Participant Separates from Service for any reason, the Participant’s vested Account shall be valued and payable according to the provisions of Section VI(a) or (b), as appropriate.
(b) Death or Disability. If a Participant dies or incurs a Disability, the Participant’s vested Account shall be valued and payable according to the provisions of Section VI(c).
(c) Specific Future Dates. If the Participant elects on his or her Deferral Election Form to receive distributions on one or more specific future dates, that portion of the Participant’s vested Account shall be valued and payable according to the provisions of Section VI(d). Notwithstanding the foregoing, if the Participant Separates from Service, dies or becomes Disabled, any specific future date payment elections shall be void, and the provisions of Section VI applicable to distributions in connection with such Separation from Service, death or Disability shall apply to the Participant's entire remaining vested Account.
(d) Unforeseeable Emergency Withdrawal. Notwithstanding any Plan provisions to the contrary, a Participant may request to withdraw all or part of his or her vested Account due to an unforeseeable emergency. Such withdrawal is requested by filing with the Committee such forms, in accordance with such procedures, as the Committee shall determine from time to time; provided, however that the minimum withdrawal mount shall be $10,000. As soon as practicable after receipt of such form by the Committee, the Committee shall determine if an unforeseeable emergency exists. An “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, the Participant's Beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
Whether a Participant is faced with an unforeseeable emergency permitting a distribution under this Section is to be determined based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan. Distributions because of an unforeseeable emergency shall be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution).
(e) Re-employment of Participant. If a Participant receiving installment distributions pursuant to Section VI is re-employed, such installments shall continue.
VI. Distribution of Benefits:
(a) Retirement. If the Participant Separates from Service due to Retirement:
(i) The portion of the Participant's vested Account attributable to Employer Contributions (and earnings thereon) shall be paid to the Participant in a lump sum as soon as administratively practicable following such Separation from Service, but in no event later than the later of the end of the Plan Year in which such Separation from Service occurs or 2-1/2 months after such Separation from Service occurs. Notwithstanding the foregoing, if the Participant is a Specified Employee, the entire vested Account attributable to Employer Contributions (and earnings thereon) shall be paid in a lump sum on the six-month anniversary of the Participant's Separation from Service.
(ii) The portion of the Participant's vested Account attributable to Compensation Deferrals (and earnings thereon) shall be paid to the Participant in either (A) a lump sum as soon as administratively practicable following such Separation from Service, but in no event later than the later of the end of the Plan Year in which such Separation from Service occurs or 2-1/2 months after such Separation from Service occurs, or (B) up to ten annual installments commencing at the same time such lump sum would have been paid; provided, however, that distribution shall be made in a lump sum if such vested amount is $10,000 or less. Each annual installment shall be determined by dividing the total amount of the Account described in this Section VI(a)(ii) as of the applicable Valuation Date divided by the number of remaining installments. An election to receive annual installments shall be made on the Participant's Deferral Election Form and, in lieu of such an election, the lump sum option shall apply. Each installment shall be treated as a separate payment for purposes of Section 409A. In addition, a Participant may elect on the Deferral Election Form to defer commencement of distributions pursuant to this Section VI(a)(ii) until five (5) years from the date of Retirement. In all events, notwithstanding the foregoing, if the Participant is a Specified Employee, no payment shall be made pursuant to this Section VI(A)(ii) earlier than the six-month anniversary of the Participant's Separation from Service.
(b) Separation from Service Prior to Retirement. If a Participant Separates from Service prior to Retirement, other than due to death or Disability, the Participant's entire vested Account shall be paid to the Participant in a lump sum as soon as administratively practicable following such Separation from Service, but in no event later than the later of the end of the Plan Year in which such Separation from Service occurs or 2-1/2 months after such Separation from Service occurs. Notwithstanding the foregoing, if the Participant is a Specified Employee, the
entire vested Account shall be paid in a lump sum on the six-month anniversary of the Participant's Separation from Service.
(c) Death or Disability Benefits. If the Participant dies or suffers a Disability while employed by the Employer, then, in such event the Participant or, in the case of death, the Beneficiary designated by the Participant, shall be entitled to receive a lump sum distribution of the Participant's entire Account as soon as administratively practicable following such death or Disability, but in no event later than the later of the end of the Plan Year in which such Separation from Service occurs or 2-1/2 months after such Separation from Service occurs. In addition, if a Participant dies after Separation from Service but before his or her entire vested Account is distributed, the remainder of the vested Account shall be paid to the Participant's Beneficiary as soon as administratively practicable following the Participant's death.
(d) Specific Future Dates. At the time Compensation Deferrals are elected, the Participant may elect to allocate such Compensation Deferrals into a separate subaccount, and specify the time of lump sum distribution of such subaccount pursuant to procedures adopted by the Committee. Such elections shall be made pursuant to procedures prescribed by the Committee. In no event shall any distribution be made pursuant to this Section VI(d) earlier than the beginning of the third Plan Year following the Plan Year to which the amounts relate. In addition, a Participant may elect to redefer a distribution to be made pursuant to this Section VI(d) to a later date, provided that such election (A) is made at least twelve (12) months before distribution was otherwise to be made, (B) shall not take effect until at least 12 months after the date on which the election is made, and (C) delays commencement of benefits for at least five years and does not result in any acceleration of benefits, and (D) complies with the administrative procedures set forth by the Committee with respect to the making of the election.
(e) Change in Control. If elected by the Participant on his or her Deferral Election Form, the Participant's entire vested Account shall be distributed to the Participant within thirty (30) days of a Change in Control.
(f) Cash Payment. All payments under the Plan shall be made in cash.
VII. Beneficiary; Participant Data:
(a) Designation of Beneficiaries. Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee during the Participant’s lifetime. If a married Participant designates a non-spouse
beneficiary, the Participant’s spouse must consent to such designation pursuant to procedures established by the Committee. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment in order of preference to (i) the Participant’s spouse, if then living, or (ii) the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participant’s personal representative, executor, or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, notwithstanding the foregoing, the Committee, in its sole discretion, may distribute such payment to the Participant’s estate without liability for any tax or other consequences that might flow therefrom or may take such other action it deems appropriate.
(b) Notice to Participants or Beneficiaries; Inability to Locate. Any communication, statement, or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employer’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. Neither the Committee nor the Employer shall be required to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the Committee notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Committee within three (3) years thereafter, then, except as otherwise required by law, if the location of one or more of the next of kin of the Participant is known to the Committee, the Committee may direct distribution of such amount to any one or more or all of such next of kin, and in such proportions as the Committee determines. If the location of none of the foregoing persons can be determined, the Committee shall have the right to direct that the amount payable shall be deemed to be forfeited, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Employer if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to a non-located Participant or Beneficiary is subject to escheat pursuant to applicable state law, neither the Plan nor the Employer shall be liable to any persons for any payment made in accordance with such law.
VIII. Administration:
(a) Administrative Authority. Except as otherwise specifically provided herein, the Committee shall have the sole responsibility for and the sole control of the operation and administration of the Plan and shall have the power and authority to take all action and to make all decisions and interpretations that may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty, and responsibility to:
(i) resolve and determine all disputes or questions of fact arising under this Plan, including the power to determine the rights of the Participants and Beneficiaries and their respective benefits, and to remedy any errors, ambiguities, inconsistencies, or omissions in the Plan, or the administration of the Plan;
(ii) adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with this Plan;
(iii) implement the Plan in accordance with its terms and the rules and regulations adopted as above;
(iv) make determinations with respect to the eligibility of any Eligible Employees as a Participant and make determinations concerning the crediting and distributions of Accounts;
(v) appoint any person or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Committee shall have the power and authority to delegate from time to time all or any part of its duties, powers, or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers, or responsibilities. Any action of such person or committee in the exercise of such delegated duties, powers, or responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Employer. Further, the Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such third party shall have been notified of the revocation of such authority; and
(vi) determine whether to administer the Plan in whole or in part by utilizing electronic or internet based media. To the extent such media is used, terms set forth in the Plan, including but not limited to, “form” “writing” or “written” shall be interpreted in the context of a paperless environment.
(b) Litigation. Except as otherwise required by law, in any action or judicial proceeding affecting this Plan, no Participant or Beneficiary shall be entitled to
any notice or service of process, and any final judgment entered in such action shall be binding on all person interested in, or claiming under, the Plan.
(c) Payment of Administrative Expenses. All expenses incurred in the administration and operation of the Plan, including any taxes payable by the Employer in respect of the Plan other than employment or income taxes payable by the Participant, shall be paid by the Employer.
(d) Initial Claims Procedure. Any person claiming a benefit under this Plan (“Claimant”) shall present the claim, in writing to the Committee, and said Committee shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant:
(i) the specific reason or reasons for denial, with specific references to the Plan provision(s) on which the denial is based;
(ii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary; and
(iii) an explanation of the Plan’s claims review procedure and the time limits applicable thereto, including a statement of the Claimant's rights under Section 502(a) of ERISA following an adverse determination on review.
(e) Timing of Initial Claim. A written notice denying or granting the Claimant’s claim shall be provided to the Claimant within ninety (90) days after the Committee’s receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished by the Committee to the Claimant within the initial ninety (90) day period, and in no event shall such an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. Any extension notice shall indicate the special circumstances requiring the extension and the date on which the Employer expects to render a decision on the claim. Any claim not granted or denied within the period noted above shall be deemed to have been denied.
(f) Review of Initial Claim Decision. Any Claimant (or such Claimant’s authorized representative) whose claim is denied or deemed to be denied under the preceding sentence may, within sixty (60) days after the Claimant’s receipt of notice of denial or after the date of the deemed denial, request a review of the denial by notice given, in writing, to the Committee. Upon such a request for review, the claim shall be reviewed by the Committee (or its designated representative), which may, but shall not be required to, grant the Claimant a hearing in connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing.
(g) Timing for Review of Initial Claim Decision. The initial claim decision normally shall be reviewed within sixty (60) days of the receipt by the Committee of the request for review. If an extension of time is required due to special circumstances, the Claimant shall be notified, in writing, by the Committee, and the time limit for the decision on review shall be extended to one hundred twenty (120) days. The decision on review shall be in writing and shall state, in a manner calculated to be understood by the Claimant, (i) the specific reasons for the decision, including the relevant Plan provision(s) on which the decision is based, (ii) a statement that the Claimant may examine pertinent documents relating to the claim and (iii) a statement that the Claimant may bring an action under Section 502(a) of ERISA. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time period discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all persons. Any action brought in state or federal court regarding any claim related to the Plan must be filed within ninety (90) days after the date the claim was denied. Notwithstanding any other provision to the contrary in this Section VIII, if a claim relates to a Participant’s Disability, all claims and appeals shall be processed in accordance with the rules applicable to disability claims under Department of Labor regulations.
IX. Amendment:
(a) Right to Amend. The Employer, by written instrument executed by the Board or the Committee, shall have the right to amend the Plan, at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment.
(b) Amendment to Ensure Proper Characterization of Plan. Notwithstanding the provisions of Section IX(a), the Plan may be amended by the Board or the Committee at any time, retroactively if required, in the opinion of the Board or the Committee, in order to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 301(a)(1), and 401(a)(1) and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder.
X. Termination:
(a) Employer’s Right to Terminate or Suspend the Plan. The Employer reserves the right, at any time, by action of the Board or the Committee, to terminate the
Plan and/or its obligation to make further credits to Accounts. The Employer also reserves the right, at any time, to suspend the operation of the Plan for a fixed or indeterminate period of time, in either case by action of the Board or the Committee.
(b) Allocation and Distributions. This Section shall become operative upon a complete termination of the Plan. Upon the effective date of such event, notwithstanding any other provisions of the Plan, (i) no persons who were not thereto Participants shall be eligible to become Participants, and (ii) to the extent permitted by Section 409A, the value of the interest of all Participants and Beneficiaries shall be determined and paid to them in a lump sum distribution as soon as is practicable after such termination.
XI. Miscellaneous:
(a) Limitations on Liability of Employer. Neither the establishment of the Plan or any modification thereof, nor the creation of any account under the plan, nor the payment of any benefits under the Plan shall be construed to create a trust of any kind or a fiduciary relationship between the Employer or the Committee and a Participant or any other person, or as otherwise giving to any Participant or other person any legal or equitable right against the Committee, the Employer or any officer or employee thereof, except as provided by law or by any Plan provision. Neither the Committee nor the Employer in any way guarantees any Participant’s Account from loss or depreciation, whether caused by poor investment performance of a deemed investment or the inability to realize upon a deemed investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Committee, the Employer, or any successor, employee, officer, director, or stockholder of Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary, or other person to be entitled to any particular tax consequences with respect to the Plan, or any distribution hereunder.
(b) Construction. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. This Plan and all rights thereunder, and any controversies or disputes arising with respect thereto, shall be governed by and construed and interpreted in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State, without regard to conflict of
laws provisions thereof that would apply the law of any other jurisdiction. Participation under the Plan will not give any Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder. The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any individual any right in any asset of the Employer which right is greater than the rights of a general unsecured creditor of the Employer.
(c) Spendthrift Provision. No amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law or by the provisions of the Plan, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge, or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled thereto. Further, the withholding of taxes from Plan benefit payments; the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary; if applicable, the transfer of benefit rights from the Plan to another plan; or the direct deposit of benefit payments to an account in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation. In the event that any Participant’s or Beneficiary’s benefits hereunder are garnished or attached by order of any court, the Employer or the Committee may bring an action for a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be paid into the court as they become payable to be distributed by the court to the recipient as the court deems proper at the close of said action.
(d) Court Order. To the extent permitted by Section 409A, the Committee is authorized, in its sole discretion, to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse.
THE MOODY’S CORPORATION
RETIREMENT ACCOUNT
Amended and Restated as of January 1, 2021
INTRODUCTION
The Moody’s Corporation Retirement Account (“the Plan”) was effective as of the Effective Time, as such term is defined in the Employee Benefits Agreement entered into as of September 30, 2000, between The Dun & Bradstreet Corporation and The New D&B Corporation, following its adoption by the Board of Directors of Moody’s Corporation (the “Corporation”). The Plan is a spin-off from The Dun & Bradstreet Corporation Retirement Account (the “D&B Plan”) and covers employees who are in active service at the Effective Time. The Accrued Benefit of each such employee under the Plan as of the Effective Time shall equal the accrued benefit under the D&B Plan as of such date. In general, the Plan as in effect prior to the effective date of any amendment continued to apply to those who terminated employment prior to such date. The Plan is intended to be a defined benefit pension plan, and the provisions of the Plan will be submitted for a determination by the Internal Revenue Service that the Plan is “qualified” under Section 401(a) of the Internal Revenue Code.
The Plan was previously amended and restated effective as of January 1, 2018 and is hereby again amended and restated effective as of January 1, 2021. Except as otherwise specifically provided herein, a Member who is not an Employee at any time after December 31, 2020 shall be entitled to benefits, if any, under the Plan based upon the provisions of the Plan in effect on or prior to that date.
ARTICLE I
DEFINITIONS
SECTION 1.1. “Accrued Benefit” shall mean the benefit for a Member as determined from time to time in accordance with the provisions of Article 4 (including Interest Credits described in Section 4.1(a)), but subject to the limitations set forth in Article 14 and Article 15 of this Plan and any other limitation imposed as a condition of the Plan’s qualification under ERISA or other applicable law.
SECTION 1.2. “Actuarial Equivalent Value” shall mean a benefit of equivalent value computed on the basis of the appropriate mortality table and interest rate, as follows:
(a) For the purpose of determining the Opening Balance described in Section 4.4, the applicable mortality table prescribed by the Internal Revenue Service under Section 417(e)(3) of the Code and 6.65% interest;
(b) For the purposes of determining the Accrued Benefit and Early Retirement Benefit described in Section 4.1 and Section 4.2, respectively, all forms of benefit under Article VIII to the extent based on the Participant’s Account, and the Lump Sum Payment under Section 8.8: (i) the applicable mortality table prescribed by the Internal Revenue Service under Section 417(e)(3) of the Code (which currently is the GAR94 blended mortality table or such successor
mortality table as is issued by the Internal Revenue Service), and (ii) an interest rate equal to (A) for periods prior to March 1, 2002, the annual yield on thirty (30) year Treasury Bonds for the first day of the month, (B) for periods between March 1, 2002 and December 31, 2007, the average of the annual yield on thirty (30) year Treasury Bonds published by the Internal Revenue Service, and (C) for periods beginning on or after January 1, 2008, the 30-year corporate bond "yield curve" enacted by the Pension Protection Act of 2006, implemented in 20% annual increments beginning in 2008, in each case using (A) a stability period of one month (the month in which the Benefit Commencement Date occurs), and (B) a lookback period of the three consecutive months immediately preceding the stability period; and
(c) For the purpose of determining the optional forms of benefit payment described in Section 8.6 for Members with respect to the Frozen Accrued Benefit described in Section 4.8 and the Grandfather Benefit described in Section 4.9, mortality rates shown in Attachment A of the Plan and six and seventy-five one hundredths percent (6.75%) interest.
SECTION 1.3. “Actuary” shall mean that individual who is an “enrolled actuary” (as defined in Section 7701(a)(35) of the Code) or that firm of actuaries which has on its staff such an actuary, appointed by the Management Benefits and Compensation Committee.
SECTION 1.4. “Affiliated Employer” shall mean the Company and any other employer which is treated with the Company as a single employer pursuant to Section 414 of the Code or, solely for purposes of Article 15, Section 415(h) of the Code.
SECTION 1.5. “Ameritech” means Ameritech Publishing, Inc. and/or Ameritech Publishing of Illinois, Inc.
SECTION 1.6. “Average Final Compensation” means an Employee’s average annual Compensation during the five (5) consecutive twelve (12) month periods in the last ten (10) consecutive twelve (12) month periods of his or her Credited Service (or during the total number of consecutive twelve (12) month periods if fewer than five (5)), prior to the relevant date of calculation under this Plan, affording the highest such average annual Compensation. If actual monthly Compensation for any month during the one hundred twenty (120) month computational period is unavailable, Compensation for such month shall be determined by dividing the Member’s Compensation for the twelve (12) month period in which such month occurs by twelve (12). For the sole purpose of determining an Employee’s average annual Compensation, service with a Non-Participating Affiliated Company shall be deemed Credited Service. In the event any Employee is regularly employed for at least one thousand (1,000) hours but less than eighteen hundred (1,800) hours, his or her earnings shall be annualized under uniform rules adopted by the Management Benefits and Compensation Committee.
SECTION 1.7. “Beneficiary” shall mean the person designated by a Member in accordance with the procedures set forth in Section 6.2 as entitled to receive benefits payable pursuant to the provisions of this Plan by virtue of such Member’s death. Only natural persons may be a Beneficiary; a partnership, corporation, trust, estate or other legal entity is not eligible to be a Beneficiary under this Plan.
SECTION 1.8. “Benefit Commencement Date” shall mean the first day of the first month for which a benefit is payable to an individual, even though the first payment may not actually have been made at that date.
SECTION 1.9. “Board of Directors” shall mean the Board of Directors of Moody’s Corporation. Any action authorized hereunder to be taken by the Board of Directors may be also taken by a duly authorized committee of the Board of Directors or a duly authorized delegates of the Board of Directors or such a committee.
SECTION 1.10. “Change in Control” means:
(a) Any “Person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any Corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities;
(b) during any period of twenty-four (24) months (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than (i) a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (a), (c) or (d) of this Section), (ii) a director designated by any Person (including the Corporation) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Corporation representing ten percent (10%) or more of the combined voting power of the Corporation’s securities) whose election by the Board of Directors or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof;
(c) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Corporation or such surviving entity; or
(d) the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.
SECTION 1.11. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
SECTION 1.12. “Company” shall mean Moody’s Corporation.
SECTION 1.13. “Company Credits” shall mean additions to the Retirement Account determined in accordance with the procedures of Section 4.5.
SECTION 1.14. “Compensation” shall mean the total amount paid by the Employer to a Member with respect to any period of Credited Service as salary, wages, overtime, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts voluntarily deferred or reduced by the Member under any employee benefit plan of the Company available to all levels of Employees of the Company on a non-discriminatory basis upon satisfaction of eligibility requirements and voluntarily deferred or reduced under any executive deferral plan of the Company (provided such amounts otherwise would not have been excluded had they not been deferred), but excluding any pension, retainers, severance pay, special stay-on bonus payments, income derived from stock options, stock appreciation rights and dispositions of stock acquired thereunder, payments dependent upon any contingency after the period of Credited Service and other special remunerations (including performance units).
In the case of a Member who is transferred to an Affiliated Employer which is not an Employer during a year, Compensation shall be the amount received by the Member prior to such transfer. If a Member’s Service with the Company is continued during a period of authorized leave of absence, for the purposes of determining Average Final Compensation and Company Credits, the Member shall be deemed to continue to receive the salary he or she was receiving at the time such leave commenced if the leave of absence was for the purposes of military service. In all cases of paid leave, the Member’s Compensation during such period of leave shall be included for the purposes of determining Average Final Compensation and Retirement Credits.
In no event, however, for any twelve (12) month period to which Section 401(a)(17) of the Code applies, will the Compensation in a twelve (12) month period taken into account under the Plan exceed Two Hundred Thousand Dollars ($200,000), or such indexed amount as may have been in effect under Section 401(a)(17) of the Code for the beginning of the twelve (12) month period, or as may be prescribed under Section 401(a)(17) of the Code for any twelve (12) month period by the Secretary of the Treasury from time to time.
Unless otherwise provided under the Plan, each Section 401(a)(17) Employee’s accrued benefit under this Plan shall be the greater of the accrued benefit determined for the Employee under (a) or (b) below:
(a) the Employee’s accrued benefit determined with respect to the benefit formula applicable under the Prior Plan for the Plan Year beginning on or after January 1, 1994, as
applied to the Employee’s total years of service taken into account under the Plan for the purposes of benefit accruals, or
(b) the sum of:
(i) the Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994, frozen in accordance with Section 1.401(a)(4)-13 of the Treasury Regulations, and
(ii) the Employee’s accrued benefit determined under the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, as applied to the Employee’s years of service credited to the Employee for Plan Years beginning on or after January 1, 1994, for purposes of benefit accruals.
A Section 401(a)(17) Employee means an Employee whose current accrued benefit as of a date on or after the first day of the Plan Year beginning on or after January 1, 1994, is based on compensation for a year beginning prior to the first day of the first Plan Year beginning on or after January 1, 1994, that exceeded One Hundred Fifty Thousand Dollars ($150,000).
SECTION 1.15. “Computation Period” shall mean the Plan Year, except for purposes of determining eligibility, in which case, it shall mean the twelve (12) month period commencing with the Employee’s Employment Commencement Date or Re-employment Commencement Date. If the Eligible Employee fails to satisfy the requirements for eligibility in that twelve (12) month period, the Computation Period for determining eligibility for that Eligible Employee shall thereafter be the Plan Year that begins within such twelve (12) month period and each Plan Year thereafter.
SECTION 1.16. “Credited Service” shall mean Years of Service as an Employee and a Member, as determined in accordance with Article 2, including all Years of “Credited Service” under The Dun & Bradstreet Retirement Account; Credited Service shall not include (a) any period of service with respect to which a distribution shall have been made pursuant to Section 16.2 which shall not have been restored as provided therein; or (b) any period of Service with the Partnership or Ameritech.
SECTION 1.17. “Deferred Vested Benefit” shall mean the benefit to which a vested Member would be entitled after a Severance Date, if the Member is not eligible to receive an Early Retirement Benefit as of such date under the terms of the Plan.
SECTION 1.18. “Defined Benefit Dollar Limitation” shall mean the limitation set forth in Section 415(b)(1) of the Code.
SECTION 1.19. “Early Retirement Benefit” shall mean the benefit to which a Member would be entitled in the event of his or her retirement on his or her Early Retirement Date.
SECTION 1.20. “Early Retirement Date” shall mean the first day of the calendar month coincident with or next following the Member’s Severance Date, if such date is earlier than
his or her Normal Retirement Date and if the Member is eligible for Early Retirement under the terms of the Plan as described in Article 5.
SECTION 1.21. “Effective Date” shall mean the Effective Time, as such term is defined in the Employee Benefits Agreement entered into as of September 30, 2000, between The Dun & Bradstreet Corporation and The New D&B Corporation, following its adoption by the Board of Directors of the Company.
SECTION 1.22. “Eligibility Service” shall mean Service as counted for determining an Employee’s right to become a Member in the Plan, as determined in accordance with the provisions of Article 2.
SECTION 1.23. “Eligible Employee” shall mean an Employee of an Employer, who is entitled to participate in the Plan upon meeting the requirements of Section 3.1, other than (a) an Employee whose terms and conditions of employment are the subject of a collective bargaining agreement except to the extent that participation in the Plan is expressly provided for in writing pursuant to such agreement, (b) a Leased Employee, or (c) any Employee on temporary assignment to the United States who continues to participate in one or more retirement plans maintained by an Affiliated Employer. Notwithstanding the foregoing, no Employee who commences or recommences employment with an Employer on or after January 1, 2008 shall accrue any benefit under the Plan (and, for the avoidance of doubt, an Employee who transfers employment from an Employer to an Affiliated Entity and who was eligible to accrue benefits under the Plan immediately prior to such transfer shall cease accruing pursuant to the terms of the Plan while continuously employed by such Affiliated Employer and shall accrue no further benefits thereafter).
SECTION 1.24. “Employee” shall mean any person who is a common-law employee or a Leased Employee of an Employer or an Affiliated Employer, any United States citizen who is employed by a “foreign affiliate” (as defined in Section 3121(l)(8) of the Code), provided that such person is covered by an agreement entered into by the Company under Section 3121(l) of the Code, and any United States citizen who is employed by a “domestic subsidiary” as defined in Section 407(a)(2) of the Code.
SECTION 1.25. “Employer” shall mean Moody’s Corporation or any successor company, and such of its partially or wholly-owned subsidiary companies as may from time to time, be authorized by the Board of Directors to participate in the Plan with respect to all or some of its Eligible Employees and which have adopted the Plan (either under the provisions of the Plan as then constituted or under whatever modifications to such provisions as the Board of Directors may determine in its sole discretion).
SECTION 1.26. “Employment Commencement Date” shall mean the date on which an Employee is first credited with an Hour of Service.
SECTION 1.27. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
SECTION 1.28. “Former Employee” shall mean a person who was an Employee and who is no longer in the employment of the Employer or an Affiliated Employer.
SECTION 1.29. “Frozen Accrued Benefit” shall mean the benefit described in Section 4.8.
SECTION 1.30. “Fund” shall mean any fund provided for in a trust arrangement, or a combination of a trust arrangement and one or more insurance company contracts, which is held by a funding agent, to which contributions under the Plan are made, and out of which benefits are paid to Members or otherwise provided for.
SECTION 1.31. “Grandfather Benefit Amount” shall mean the minimum benefit amount to which certain Members are entitled as described in Section 4.9.
SECTION 1.32. “Highly Compensated Employee” shall mean an Eligible Employee who performs service during the Determination Year and is described in one or more of the following groups in accordance with applicable Treasury regulations:
(a) was a five percent (5%) owner as defined in Section 416(i)(1)(B)(i) of the Code, at any time during the Determination Year or the Look-back Year; or
(b) received Compensation in excess of Eighty Thousand Dollars ($80,000) (as adjusted annually for increases in the cost of living in accordance with Section 415(d) of the Code) during the Look-back Year.
A Former Employee shall be treated as a Highly Compensated Employee if such former Employee had a separation year prior to the Determination Year and was a Highly Compensated active Employee for either (i) such Employee’s separation year or (ii) any Determination Year ending on or after the Employee’s fifty-fifth (55th) birthday. For this purpose, a separation year is the Determination Year in which the Employee separates from service.
Notwithstanding anything to the contrary in this Plan, Sections 414(b), (c), (m), (n) and (o) of the Code are applied prior to determining whether an Employee is a Highly Compensated Employee.
For purposes of this Section,
(A) “Compensation” shall mean compensation as defined in Section 414(q)(7) of the Code.
(B) “Determination Year” shall mean the Plan Year for which the determination of who is Highly Compensated is being made.
(C) “Look-back Year” shall mean the twelve (12) month period preceding the Determination Year.
SECTION 1.33. “Hour of Service” shall mean an hour of service calculated in accordance with the provisions of Article 2.
SECTION 1.34. “Integrated Amount” shall mean any amounts transferred to the Prior Plan under the provisions of the Employee Retirement Plan of Dun & Bradstreet Companies, Inc. (including interest thereon as provided in the Predecessor Plan) attributable to amounts vested in a Member under a qualified plan maintained by a business entity merged into or otherwise acquired by The Dun & Bradstreet Corporation prior to December 31, 1975.
SECTION 1.35. “Interest Credit” shall mean additions to the Retirement Account determined in accordance with the procedures of Section 4.7.
SECTION 1.36. “Leased Employee” shall mean any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A leased employee shall not be considered an employee of the recipient if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the recipient's nonhighly compensated work force.
SECTION 1.37. “Limitation Year” shall mean the twelve (12) month period ending on each December 31.
SECTION 1.38. “Management Benefits and Compensation Committee” shall mean the Board of Directors and the Management Benefits and Compensation Committee appointed pursuant to Section 10.1.
SECTION 1.39. “Member” shall mean an Eligible Employee who meets the requirements for membership and begins participation in the Plan pursuant to Article 3 and who is entitled or may become entitled to the payment of benefits under the Plan.
SECTION 1.40. “Minimum Benefit” means:
(a) with respect to Members who were participating in the Employee Retirement Plan of Dun & Bradstreet Companies, Inc. on December 31, 1975, the provisions which were applicable to such Members participating in such plan on December 31, 1966;
(b) with respect to Members who were participating in the Employees Retirement Plan of The Reuben H. Donnelley Corporation on December 31, 1975, the provisions which were applicable to such Members participating in such plan on December 1968.
(c) with respect to Members participating in the Nielsen Plan on December 31, 1987, who become Members of the Prior Plan on January 1, 1988, the benefit accrued through December 31, 1987 determined in accordance with the provisions of the Nielsen Plan as in effect on such date; provided, however, the Member is vested in such benefit as of such date or becomes vested by reason of Service under the Prior Plan after January 1, 1988; and
(d) with respect to Members participating in the I.M.S. Plan on December 31, 1992, who remained Members of the Prior Plan on January 1, 1993, the benefit accrued through December 31, 1992 determined in accordance with the provisions of the I.M.S. Plan as in effect on such date; provided, however, the Member is vested in such benefit as of such date or became vested by reason of Service under the Prior Plan after January 1, 1993.
SECTION 1.41. “Named Fiduciary” shall mean a fiduciary designated as such under the provisions of Article 13.
SECTION 1.42. “Normal Retirement Age” shall mean the time a Member attains age sixty-five (65).
SECTION 1.43. “Normal Retirement Benefit” shall mean the benefit to which a Member would be entitled in the event of his or her retirement on his or her Normal Retirement Date.
SECTION 1.44. “Normal Retirement Date” means the first day of the calendar month coincident with or next following the Member’s attainment of Normal Retirement Age.
SECTION 1.45. “Opening Balance” shall mean, for those Members who were members of the Prior Plan, the single sum amount described in Section 4.4.
SECTION 1.46. “Partnership” shall mean DonTech General Partnership, an Illinois general partnership.
SECTION 1.47. “Period of Service” shall mean the period of time commencing on the Employee’s Employment Commencement Date or Re-employment Commencement Date, whichever is applicable, and ending on the Severance Date following such Employment Commencement Date or Re-employment Commencement Date. Period of Service shall be computed in one twelfths (1/12ths) of a year, with a full month being granted for each completed and partial month.
SECTION 1.48. “Period of Severance” shall mean the period of time commencing on the Severance Date and ending on the date the Employee again performs an Hour of Service for an Employer.
SECTION 1.49. “Plan” shall mean The Moody’s Corporation Retirement Account, as embodied herein, and any amendments thereto.
SECTION 1.50. “Plan Sponsor” shall mean Moody’s Corporation.
SECTION 1.51. “Plan Year” shall mean the period beginning on January 1 and ending on December 31.
SECTION 1.52. “Postponed Retirement Benefit” shall mean the benefit to which a Member would be entitled in the event of his or her retirement after his or her Normal Retirement Date.
SECTION 1.53. “Postponed Retirement Date” shall mean the first day of the month coincident with or next following the Member’s Severance Date, if such date is later than the Member’s Normal Retirement Date.
SECTION 1.54. “Predecessor Plan” shall mean the Employee Retirement Plan of The Dun & Bradstreet Companies, Inc. or the Employees Retirement Plan of The Reuben H. Donnelley Corporation, as such plan shall have been in effect on December 31, 1975.
SECTION 1.55. “Prior Plan” shall mean the Master Retirement Plan of The Dun & Bradstreet Corporation, which was amended and restated to become The Dun & Bradstreet Retirement Account (the "D&B Plan").
SECTION 1.56. “Qualified Joint and Survivor Annuity” shall have the meaning ascribed to such term in Section 8.3.
SECTION 1.57. “Re-employment Commencement Date” shall mean the first date, following a Period of Severance, that the Employee again performs an Hour of Service for an Affiliated Employer.
SECTION 1.58. “Retirement Account” shall mean the notional account used to calculate benefits under this Plan in accordance with the procedures of Article 4.
SECTION 1.59. “Service” shall mean an Employee’s period of employment with an Employer or an Affiliated Employer that is counted as “Service” in accordance with Article 2. Service shall include employment with any other corporation, company or business which has become or may become related to the Company by purchase, acquisition, merger, consolidation, or otherwise to the extent such service has been approved as Service by the Board of Directors, and solely for the purpose of determining eligibility for benefits under Article 5, the Employee’s period of employment with the Partnership or Ameritech. In the case of any Employee employed by Wall Street Analytics, Inc. (subsequently renamed Moody’s Wall Street Analytics, Inc.) on December 18, 2006, Service shall also include the Employee’s period of employment with Wall Street Analytics, Inc. prior to December 18, 2006, for purposes of determining: (i) Eligibility Service (provided, however, that in no event may an Eligible Employee of Wall Street Analytics, Inc. become a Member prior to January 1, 2007), (ii) Credited Service in computing Company Credits under Plan Section 4.5, and (iii) Vesting Service in determining eligibility for benefits under Article 5.
SECTION 1.60. “Severance Date” shall mean the earlier of:
(a) the date on which the Employee resigns, is discharged or dies; or
(b) the date following a twelve (12) month period in which the Employee remains absent from employment (with or without pay) for any reason other than maternity or paternity leave of absence, resignation, discharge or death (such as vacation, holiday, sickness, disability, leave of absence or layoff); or
(c) the date following a twenty-four (24) month period in which the Employee remains absent from employment (with or without pay) for a maternity or paternity leave including:
(i) the individual’s pregnancy; or
(ii) childbirth; or
(iii) adoption of a child; or
(iv) child care immediately after the birth or adoption of a child;
provided, however, the period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.
SECTION 1.61. “Spouse” shall mean the spouse of a Member. Effective as of September 16, 2013 (or, if a different date is permitted or required by Internal Revenue Service guidance for any particular purpose, the date specified in such guidance for such purpose), such determination shall be made based on the laws of the state where the marriage is initially established as provided in Revenue Ruling 2013-17.
SECTION 1.62. “Trust” shall mean any trust established under an agreement between the Company and a Trustee under which any portion of the Fund is held, and shall include any and all amendments to the trust agreement.
SECTION 1.63. “Trustee” shall mean any trustee holding any portion of the Fund under a Trust agreement forming a part of the Plan.
SECTION 1.64. “Vesting Service” shall mean Service as counted for determining an Employee’s right to benefits under the Plan, as determined in accordance with Article 2 and Article 5.
SECTION 1.65. “Year of Service” shall mean a Computation Period during which the Employee is credited with one thousand (1,000) or more Hours of Service, under the rules of Article 2.
ARTICLE II
SERVICE COUNTING RULES
SECTION 2.1. Hours of Service General Rule An Employee shall be credited with an Hour of Service for:
(a) Each hour for which a person is directly or indirectly paid by, or entitled to payment from, the Employer or an Affiliated Employer for the performance of duties. These hours shall be credited to the person during the appropriate Computation Period in which the duties are performed;
(b) Each hour for which a person is directly or indirectly paid by, or entitled to payment from, the Employer or an Affiliated Employer for reasons other than for the performance of duties (such as vacation, holiday, illness, incapacity (including disability), jury duty, military duty, leave of absence or layoff). These hours shall be credited to the Employee during the Computation Period in which the nonperformance of duties occurs. The computation of non-work hours described in this subsection will be computed in accordance with the provisions of the Department of Labor Regulation Section 2530.200b-2;
(c) Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or an Affiliated Employer. These hours will be credited to the person for the Plan Year to which the award or agreement pertains; and
(d) Each hour for which an Employee is not paid or entitled to pay but during which the Employee is absent for a period of military service or otherwise and during which reemployment rights are protected by law, but only if the Employee returns to employment within the time required by law.
SECTION 2.2. Eligibility Service An Eligible Employee who is a full-time associate shall be credited with one (1) year of Eligibility Service for each Computation Period during which he or she completes a coincident period of Service. An Eligible Employee who is a part-time associate shall be credited with one (1) year of Eligibility Service for each Computation Period during which he or she is credited with one thousand (1,000) or more Hours of Service. For this purpose, Hours of Service shall include Hours of Service with the Employer and any Affiliated Employer, regardless of whether the Affiliated Employer is an Employer for the purpose of this Plan. Hours of Service shall include Hours of Service with the Employer and any Affiliated Employer prior to the Effective Date.
SECTION 2.3. Vesting Service - General Rule: An Employee shall be credited with Vesting Service equal to the total of (i) his or her Period(s) of Service with an Employer or an Affiliated Employer and (ii) any Period(s) of Severance that are less than twelve (12) months, less any Period(s) of Service or Severance during any calendar year which ends prior to the Employee’s attainment of age eighteen (18). Vesting Service shall be computed in one-twelfths (1/12ths) of a year, with a full month being granted for each completed and partial calendar month.
(a) Special Rules for Vesting Service Prior to Effective Date An Eligible Employee who became a Member of the Plan as of the Effective Date, shall be credited with Vesting Service for the period of time prior to the Effective Date in accordance with the terms of The Dun & Bradstreet Corporation Retirement Account as of such date.
(b) Special Rules for Vesting Service during Leaves of Absence A period of authorized leave of absence for a purpose approved by the Management Benefits and Compensation Committee under uniform rules, or absence for the purpose of military service
pursuant to the requirements of law or by enlistment for not longer than the minimum period required by law, or, to the extent protected by applicable law, absence for any other purpose, shall be counted as Vesting Service if the Employee resumes his or her service as an Employee at the end of such leave of absence or within the period prescribed by law for the exercise of reemployment rights.
(c) Break in Vesting Service. Notwithstanding anything to the contrary in this Section 2.3, a former Member who incurs a Severance Date, and who is later re-employed by an Employer as an Employee after incurring a Period of Severance equal to the greater of five (5) or the number of Years of Service the former Member had as of his Severance Date, shall not be receive credit for any Vesting Service earned prior to the Member's Re-Employment Commencement Date for purposes of continuing to vest in any benefits earned prior to the Re-Employment Commencement Date or for vesting in any benefits earned after the Re-Employment Commencement Date.
SECTION 2.4. Credited Service A full-time Employee shall be credited with Credited Service equal to his or her Period(s) of Service as a Member. Credited Service shall be computed in one-twelfths (1/12ths) of a year, with a full month being granted for each completed and partial calendar month. An Employee who is a part-time Employee will be entitled to a full or fractional year of Credited Service for each year during which he or she is a Member under this Plan, as follows:
|
|
|
|
|
|
Hours of Service
|
Years of Credited Service
|
1,800 and over
|
1.0
|
1,600 to 1,799
|
0.9
|
1,400 to 1,599
|
0.8
|
1,200 to 1,399
|
0.7
|
1,000 to 1,199
|
0.6
|
less than 1,000
|
0.0
|
Notwithstanding the above, for purposes of determining Credited Service for Periods of Service prior to January 1, 1997, Credited Service shall be determined in accordance with the provisions of the Prior Plan.
ARTICLE III
MEMBERSHIP AND TRANSFERS
SECTION 3.1. Eligibility Each Eligible Employee who was a member in The D&B Plan immediately prior to the Effective Date shall become a Member as of the Effective Date, in accordance with the provisions hereof. Each other Eligible Employee shall become a Member in the Plan on the first day of the month coincident with or next following the date the Eligible Employee attains age 21 and completes one (1) year of Eligibility Service. Notwithstanding any other provision of the Plan to the contrary, no Employee who commences employment with an Employer on or after January 1, 2008 shall participate in the Plan (and, for the avoidance of doubt, an Employee who transfers employment from an Employer to an Affiliated Entity and who was eligible to accrue benefits under the Plan immediately prior to such transfer shall cease accruing pursuant to the terms of the Plan while continuously employed by such Affiliated Employer and shall accrue no further benefits thereafter).
SECTION 3.2. Eligibility upon Re-employment
(a) A former Member, whether or not vested as described in Article 5, who incurs a Severance Date, and who is later re-employed by an Employer as an Eligible Employee prior to incurring a Period of Severance equal to the greater of five (5) or the number of Years of Service the former Member had as of his Severance Date (or, with respect to a part-time Eligible Employee, before experiencing five (5) consecutive One-Year Breaks in Service), shall participate in the Plan as of the first day of the first calendar month following his or her Re-Employment Commencement Date.
(b) A former Member who was not previously vested in his or her Accrued Benefit pursuant to Article 5 and who is subsequently reemployed by an Employer as an Eligible Employee after incurring a Period of Severance of five (5) years or more (or, with respect to a part-time Eligible Employee, after experiencing five (5) consecutive One-Year Breaks in Service), shall become a Member and begin participation in the Plan in accordance with Section 3.1.
(c) A former Eligible Employee who did not satisfy the eligibility requirements of Section 3.1 prior to his or her Severance Date and who is subsequently reemployed by an Employer as an Eligible Employee shall become a Member and begin participation in the Plan in accordance with Section 3.1.
(d) For purposes hereof, a "One-Year Break in Service" means each one-year Computation Period during which an Employee is credited with less than 501 Hours of Service.
(e) Notwithstanding any other provision of the Plan to the contrary, no Employee who commences reemployment with an Employer on or after January 1, 2008 shall accrue any additional benefit under the Plan (and, for the avoidance of doubt, an Employee who transfers employment from an Employer to an Affiliated Entity and who was eligible to accrue benefits under the Plan immediately prior to such transfer shall cease accruing pursuant to the terms of the Plan while continuously employed by such Affiliated Employer and shall accrue no further benefits thereafter).
SECTION 3.3. Termination of Membership A Member who incurs a Severance Date at a time when he or she is not entitled to a vested Accrued Benefit shall cease to be a Member at such time, and shall be deemed to have received a distribution of the value of his or her vested benefits hereunder. A Member who incurs a Severance Date and who is entitled to a vested Accrued Benefit shall cease Membership upon receipt of all payments to which he or she is entitled hereunder.
SECTION 3.4. Suspension of Membership A Member who ceases to be an Eligible Employee without incurring a Severance Date shall be deemed to have incurred a Severance Date for purposes of Section 4.5 on the date on which he or she ceased to be an Eligible Employee; provided, however, that except to the extent otherwise provided herein, such Employee shall continue to be treated as a Member for all other purposes under the Plan and shall continue to earn Vesting Service for as long as he or she continues to remain in the employ of an Affiliated Employer.
SECTION 3.5. Restoration of Membership after Suspension If a Member’s membership is suspended for purposes of Section 4.5 pursuant to Section 3.4 above, such suspension shall terminate as of the first day of the first calendar month following the date on which the Member again becomes an Eligible Employee.
ARTICLE IV
BENEFIT AMOUNTS
SECTION 4.1. Accrued Benefit A Member’s Accrued Benefit, as determined from time to time hereunder, shall be the largest of the following amounts:
(a) the amount of a single life annuity commencing as of the Member’s Normal Retirement Date (or on the date of determination if such date is after the Normal Retirement Date), which is the Actuarial Equivalent Value of the amount credited to such Member’s Retirement Account as provided in this Article 4 (including Interest Credits pursuant to Section 4.7 through Normal Retirement Date if the date of determination is before such date);
(b) the Member’s Frozen Accrued Benefit (as such term is defined in Section 4.8 below) commencing as of the Member’s Normal Retirement Date (or on the date of determination if such date is after the Normal Retirement Date); or
(c) for a Member who, as of January 1, 1997: (i) had attained age fifty (50) and was credited with at least ten (10) Years of Vesting Service; (ii) had attained an age which, when added to his or her years of Vesting Service, was equal to or greater than seventy (70); or (iii) had attained age sixty-five (65), the Grandfather Benefit Amount (as such term is defined in Section 4.9 below) commencing as of the Member’s Normal Retirement Date (or on the date of determination if such date is after the Normal Retirement Date).
A Member’s Accrued Benefit as determined pursuant to this Section 4.1 from time to time shall be subject to the limitations set forth in Article 14 and Article 15 or otherwise as may be specified under the terms of the Plan or under any other limitations imposed as a condition of the Plan’s qualification or continued qualification under the Code, ERISA, or other applicable law. In
no event shall a Member’s Accrued Benefit be less than the sum of all Company Credits to the Member hereunder.
SECTION 4.2. Early Retirement Benefit A Member’s Early Retirement Benefit, as determined from time to time hereunder, shall be the largest of the following amounts:
(a) the amount of a single life annuity commencing as of the Member’s Early Retirement Date, which is the Actuarial Equivalent Value of the amount credited to such Member’s Retirement Account as provided in this Article 4;
(b) the Member’s Frozen Accrued Benefit (as such term is defined in Section 4.8), commencing as of the Member’s Early Retirement Date, multiplied by the percentage determined in accordance with the following table:
|
|
|
|
|
|
|
|
|
If Benefit Commencement is month following attainment of Age:
|
% of Accrued Benefit if less than 35 Years of Service:
|
% of Accrued Benefit if 35 or more Years of Service:
|
|
|
|
64
|
97.0%
|
100.0%
|
|
|
|
63
|
94.0%
|
100.0%
|
|
|
|
62
|
91.0%
|
100.0%
|
|
|
|
61
|
88.0%
|
100.0%
|
|
|
|
60
|
85.0%
|
100.0%
|
|
|
|
59
|
82.0%
|
97.0%
|
|
|
|
58
|
79.0%
|
94.0%
|
|
|
|
57
|
76.0%
|
91.0%
|
|
|
|
56
|
73.0%
|
88.0%
|
|
|
|
55
|
70.0%
|
85.0%
|
If the commencement date is a month other than the month immediately following the Member’s birth date, an interpolated percentage shall be used.
(c) for a Member who, as of January 1, 1997, had satisfied the age and service conditions of paragraph 4.1(c), the Grandfather Benefit Amount (as such term is defined in Section 4.9) commencing as of the Member’s Normal Retirement Date (or on the date of determination if such date is after the Normal Retirement Date) or Early Retirement Date, multiplied by the percentage determined in accordance with the table set forth below. For purposes of this paragraph 4.2(c), a full month is credited for each completed and partial month of attained age.
|
|
|
|
|
|
|
|
|
Commencement Date is month following Attainment of Age:
|
% of Accrued Benefit if less than 35 Years of Service:
|
% of Accrued Benefit if 35 or more Years of Service:
|
|
|
|
64
|
97.0%
|
100.0%
|
|
|
|
63
|
94.0%
|
100.0%
|
|
|
|
62
|
91.0%
|
100.0%
|
|
|
|
61
|
88.0%
|
100.0%
|
|
|
|
60
|
85.0%
|
100.0%
|
|
|
|
59
|
82.0%
|
97.0%
|
|
|
|
58
|
79.0%
|
94.0%
|
|
|
|
57
|
76.0%
|
91.0%
|
|
|
|
56
|
73.0%
|
88.0%
|
|
|
|
55
|
70.0%
|
85.0%
|
If the commencement date is a month other than the month immediately following the Member’s birth date, an interpolated percentage shall be used.
SECTION 4.3. Retirement Account A notional Retirement Account shall be created and maintained for each Member. The amount credited to such account shall be equal to the sum of the Opening Balance, if any, Company Credits, and monthly Interest Credits thereon, as provided in this Article 4. A Member’s Retirement Account shall be created and maintained solely for the purpose of calculating benefits under this Plan, and shall not represent any share of the Fund nor entitle the Member to any share in the earnings of the Fund.
SECTION 4.4. Opening Balance For a Member who was a Member of the Prior Plan and who was an Employee as of January 1, 1997, the “Opening Balance” of the Retirement Account shall be a single sum amount equal to the Actuarial Equivalent Value, as of December 31, 1996, of the Normal Retirement Benefit such Member had accrued under the terms of the Prior Plan as of December 31, 1996. The Opening Balance shall be determined using the Member’s Credited Service, Average Final Compensation and age as of December 31, 1996. For all other Members, the Opening Balance shall equal zero (0).
SECTION 4.5. Company Credits For each calendar month beginning on and after January 1, 1997, a Member’s Retirement Account shall be credited with monthly Company Credits in an amount determined pursuant to the table set forth below, multiplied by his or her Compensation for such month. For purposes of determining Credited Service under this Section 4.5, a full month shall be credited for each completed and partial month.
|
|
|
|
|
|
Age and Credited Service as of End of Month
|
Company Credits
|
Less than 26
|
3.00%
|
27-28
|
3.05%
|
29-30
|
3.20%
|
31-32
|
3.35%
|
33-34
|
3.50%
|
35-40
|
4.00%
|
41-42
|
4.15%
|
43-44
|
4.35%
|
45-50
|
5.00%
|
51
|
5.20%
|
52-54
|
5.40%
|
55-64
|
7.50%
|
65-74
|
9.00%
|
75-84
|
10.50%
|
85 or more
|
12.50%
|
Notwithstanding any other provision of the Plan to the contrary, no Employee who commences or recommences employment with an Employer on or after January 1, 2008 shall be credited with any Company Credits (and, for the avoidance of doubt, an Employee who transfers employment from an Employer to an Affiliated Entity and who was eligible to accrue benefits under the Plan immediately prior to such transfer shall cease accruing pursuant to the terms of the Plan while continuously employed by such Affiliated Employer and shall accrue no further benefits thereafter).
SECTION 4.6. Monthly Allocation of Company Credits A Member’s Company Credits shall be allocated to his or her Retirement Account as of the end of each calendar month.
SECTION 4.7. Interest Credits A Member’s Retirement Account, including the Retirement Account of a Member who is no longer actively employed by an Employer or an Affiliated Employer, shall be credited as of the last day of each calendar month with a notional Interest Credit calculated by multiplying the Member’s Retirement Account as of the last day of the prior calendar month by one-twelfth (1/12th) of the annual yield on thirty (30) Year Treasury Bonds published by the Internal Revenue Service for the month immediately prior to the month with respect to which such Interest Credit is being made. However, in no event shall the
compounded annual Interest Credit (a) be less than four and one-half percent (4.5%) or (b) exceed one of the market rates of interest specified in Treasury Regulation sections 1.411(b)(5)-1(d)(3) through (6).
Interest Credits will cease to be added to a Member’s Retirement Account as of the Member’s Benefit Commencement Date.
SECTION 4.8. Preservation of Accrued Benefit of Prior Plan If the Member was a Member of the Prior Plan, the accrued benefit under the Prior Plan of such Member shall be calculated as of December 31, 1996, and shall be the Member’s Frozen Accrued Benefit. The Frozen Accrued Benefit shall be calculated using the Credited Service and Average Final Compensation used in Section 4.4 above to determine the Opening Balance in the Member’s Retirement Account. The Member shall be entitled, notwithstanding any other provision to the contrary, to receive as a minimum benefit under this Plan his or her Frozen Accrued Benefit in any of the optional forms of benefit that were available to the Member under the terms of the Prior Plan, including any early retirement subsidies to which the Member might be entitled under the Prior Plan. If the Member’s Accrued Benefit exceeds the Actuarial Equivalent Value of the Member’s Frozen Accrued Benefit, the difference shall be paid to him or her in the manner provided in Article 8.
SECTION 4.9. Grandfather Benefit Amount A Member who, as of January 1, 1997, had satisfied the age and service requirements set forth in paragraph 4.1(c) hereof, shall be entitled to a minimum benefit equal to the amount such Member would have received had the terms of the Prior Plan remained in effect and had the Member remained a Member of the Prior Plan until his or her Severance Date. The determination of a Member’s Grandfather Benefit Amount shall be based upon the Member’s actual Credited Service and Average Final Compensation at the time of such determination. Except as otherwise provided in Section 8.6, a Member who is entitled to the Grandfather Benefit Amount may elect only those optional forms of benefit which were available to the Member under the Prior Plan.
SECTION 4.10. Restoration of Retirement Account If a Member who incurs a Severance Date and is subsequently rehired by an Employer (a) was not fully vested in his or her Retirement Account in accordance with Article 5 hereof as of such Severance Date and (b) has a Period of Severance of less than five (5) years, such Member shall have his or her Retirement Account reinstated as of his or her Re-employment Commencement Date, and shall thereafter continue to vest in such Account in accordance with Article 5 hereof. The reinstated Retirement Account shall be equal to the Retirement Account as of the Severance Date. For any Member who has a Severance Date prior to the January 1, 1997, the reinstated Retirement Account is the Actuarial Equivalent Value as of the Re-employment Commencement Date of the Normal Retirement Benefit such Member had accrued under the terms of the Prior Plan as of his or her Severance Date. The reinstated Retirement Account shall be determined using the Member’s age as of the Re-employment Commencement Date, and the Actuarial Equivalent basis as of the Re-employment Commencement Date, as defined in Section 1.2(a), except that the interest rate shall be equal to the annual yield on thirty (30) Year Treasury Bonds published by the Internal Revenue Service for the immediately prior month.
ARTICLE V
ENTITLEMENT TO BENEFITS
SECTION 5.1. Normal Retirement A Member who retires from employment with the Employer at Normal Retirement Age shall be entitled to receive one hundred percent (100%) of his or her Accrued Benefit as of his or her Normal Retirement Date in the manner provided under Article 8.
SECTION 5.2. Postponed Retirement A Member who remains an Eligible Employee after his or her Normal Retirement Date shall continue to participate in this Plan, and his or her Retirement Account shall continue to be credited with Company Credits and Interest Credits, until his or her Postponed Retirement Date. Such Member shall be entitled to receive one hundred percent (100%) of his or her Accrued Benefit as of his or her Postponed Retirement Date in the manner provided under Article 8.
SECTION 5.3. Early Retirement A Member who has attained age fifty-five (55) and completed ten (10) years of Vesting Service may retire at any time and may elect to receive one hundred percent (100%) of his or her Early Retirement Benefit as of his or her Early Retirement Date in the manner provided under Article 8. As an alternative, a Member may elect to defer receipt of his or her benefit to a later Benefit Commencement Date (but in no event later than the time specified in Section 8.2 hereof), in which case the Member’s Retirement Account shall continue to be credited with Interest Credits until such Benefit Commencement Date. The Member then shall be entitled to receive one hundred percent (100%) of his or her Accrued Benefit as of such later Benefit Commencement Date in the manner provided in Article 8.
SECTION 5.4. Disability If a Member who has at least five (5) Years of Vesting Service becomes totally and permanently disabled while in the active service of the Employer or an Affiliated Employer, he or she shall become entitled to benefits under the provisions of Article 7 hereof provided that satisfactory evidence of such disability is furnished to the Management Benefits and Compensation Committee.
SECTION 5.5. Termination of Employment A Member whose employment with the Employer and an Affiliated Employer is terminated for any reason other than retirement in accordance with Sections 5.1, 5.2 or 5.3, disability in accordance with Section 5.4, or death in accordance with Section 5.7, shall be entitled to receive a percentage of his or her Accrued Benefit in accordance with the following schedule:
|
|
|
|
|
|
If the Member’s Years of Vesting Service are:
|
The Vested Portion of the Accrued Benefit is:
|
Less than 5 (Less than 3 for Members who complete at least one Hour of Service on or after January 1, 2008)
|
0%
|
5 or more (3 or more for Members who complete at least one Hour of Service on or after January 1, 2008)
|
100%
|
Notwithstanding the foregoing, a Member shall be one hundred percent (100%) vested in his or her Accrued Benefit as of the date a Change in Control occurs. The vested portion of the Accrued Benefit shall be payable as of the Member’s Normal Retirement Age in the manner provided in Article 8. As an alternative, such Member may elect to begin receipt of his or her benefits at an earlier Benefit Commencement Date that follows the Member’s attainment of age fifty-five (55), as provided in Article 8.
SECTION 5.6. Vesting on Plan Termination Notwithstanding anything contained herein to the contrary, in the event of the termination of the Plan, no further contributions shall be made hereunder, and the right of each Member to benefits accrued to the date of termination, to the extent funded, shall be nonforfeitable, and the assets of the Plan in the even of such termination shall be allocated among Members and their beneficiaries in accordance with the provisions of Section 4044 of ERISA. In the event of a partial termination of the Plan, the right of each member to benefits accrued to the date of such partial termination, to the extent funded, shall be nonforfeitable.
SECTION 5.7. Death If, after having earned five (5) or more years of Vesting Service, a Member dies (a) while actively employed by the Employer or an Affiliated Employer, or (b) while being credited with notional Company Credits and Interest Credits pursuant to Section 7.3 hereof, a death benefit shall be payable to the Member’s Beneficiary in accordance with the provisions of Article 6.
SECTION 5.8. Suspension of Benefits Subject to the provisions of Section 8.2 of this Plan, a Member who continues in active service of the Employer after such Member’s Normal Retirement Age, or who is receiving payments from this Plan and is re-employed by an Employer, shall have his or her payments suspended in accordance with uniform rules adopted by the Committee and the provisions set forth below:
(a) If such Member is expected to work less than one thousand (1,000) Hours of Service during any calendar year in a period of active service during his or her re-employment, then such Member shall be deemed to have retired and such Member shall commence or continue to receive distribution of such Member’s benefits under the Plan.
(b) If such Member is expected to work one thousand (1,000) or more Hours of Service during any calendar year in a period of active service during his or her reemployment and performs at least one (1) Hour of Service during each of eight (8) or more days in any calendar month that occurs during such period of active service, such Member’s benefits under this Plan shall be suspended until the earlier of (i) such Member’s actual retirement from the active service of an Employer or (ii) such Member’s satisfaction of the conditions of paragraph 5.8(a).
(c) If benefit payments have been suspended, payments shall resume no later than the first day of the third calendar month after the calendar month in which the Employee ceases to be employed. The initial payment upon resumption shall be calculated as the sum of the amount that had been payable prior to suspension of benefits and the amount of benefit earned under this Plan during the period of employment between suspension of payments and resumption of payments.
(d) No payment shall be withheld by the Plan pursuant to this Section unless the Plan notifies the Member by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments that his or her benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a general description of the provisions of this Article relating to the suspension of payments, a copy of such provisions, and a statement of the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of the code of Federal Regulations. In addition, the suspension notification shall inform the Member of the Plan’s procedures for affording a review of the suspension of benefits. Requests for such reviews may be considered in accordance with the claims procedure set forth in Article 10 of the Plan. Any benefits to which any Member would be entitled to under the Plan shall be actuarially reduced by the amounts previously received by such Member upon an earlier termination of employment by retirement or otherwise, pursuant to uniform rules adopted by the Management Benefits and Compensation Committee.
SECTION 5.9. USERRA/HEART Act Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to military service will be provided in accordance with Code Section 414(u). In addition: (a) effective January 1, 2007, the Plan shall apply the requirements of Code Section 401(a)(37) (relating to death benefits for Members who die while performing qualified military service) and Code Section 414(u)(9) (relating to treatment in the event of death or disability resulting from active military service), and (b) effective January 1, 2009, differential wage payments shall be treated as provided in Code Section 414(u)(12).
ARTICLE VI
DEATH BENEFITS
SECTION 6.1. Payment of Death Benefits If, upon the death of a Member prior to the commencement of benefits hereunder, he or she (a) has been credited with less than five (5) years of Vesting Service or (b) has no Spouse and, on the Effective Date, was neither an active Employee nor being credited with notional Company Credits pursuant to Section 7.3 hereof, such Member’s Accrued Benefit shall be forfeited. If, upon the death of a Member prior to the
commencement of benefits hereunder, he or she has been credited with five (5) or more years of Vesting Service, the Member’s Beneficiary (or contingent Beneficiary, as the case may be) shall be entitled to receive the Actuarial Equivalent Value of the deceased Member’s Retirement Account in accordance with Section 6.3, except to the extent otherwise required pursuant to a “qualified domestic relations order,” as such term is defined in Code Section 414(p).
SECTION 6.2. Designation of Beneficiary All Beneficiary designations shall be made on forms supplied by and in accordance with procedures established by the Management Benefits and Compensation Committee. An unmarried Member may designate any one individual person as his or her Beneficiary. If the Member is married, such Member’s Beneficiary shall be his or her Spouse, unless (a) the Member designates a different Beneficiary in accordance with procedures established by the Management Benefits and Compensation Committee and (b) the Member’s Spouse provide his or her written consent to such designation, which written consent shall have been witnessed by either a notary public or a representative of the Plan. If (i) the Member has not made a valid Beneficiary designation election at the time of his or her death, or (ii) the Member’s Beneficiary (and contingent Beneficiary) shall have predeceased the Member, or (iii) the Beneficiary (or contingent Beneficiary) shall have elected to defer receipt of benefits and died prior to commencement of payment of such benefits, then the benefits shall be paid as a single life annuity to the person with the shortest life expectance in the class consisting of such person or persons to whom the personal administrator of the Member (or of the Beneficiary or contingent Beneficiary, as the case may be) would be required to distribute the estate of the Member (or Beneficiary or contingent Beneficiary) if such Member (or Beneficiary or contingent Beneficiary) had died intestate, as determined under applicable state law.
SECTION 6.3. Benefit Commencement The Beneficiary (or contingent Beneficiary, as the case may be) may elect to begin receipt of his or her benefit on the first of the month following the death of the Member. The Beneficiary (or contingent Beneficiary) may elect to defer the receipt of his or her benefit beyond such date in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations promulgated thereunder, but not later than the first day of the calendar month following the date on which the Member would have attained Normal Retirement Age. The deceased Member’s Retirement Account which was not forfeited shall continue to be credited with Interest Credits, but not with Company Credits, until the Benefit Commencement Date.
SECTION 6.4. Spousal Death Benefit Notwithstanding any other provision of this Plan, upon the death of a vested Member prior to the commencement of benefit payments under the Plan, such Member’s surviving Spouse shall be entitled to a minimum preretirement death benefit, provided such surviving Spouse has not waived his or her rights under the terms of the Plan. Such minimum preretirement death benefit shall be based upon the amount of such Member’s Accrued Benefit as of the date of the Member’s death, and shall be payable in the form of a single life annuity over such surviving Spouse’s life, commencing on the first day of the month following the later of the date of the Member’s death or the date the Member would have attained age fifty-five (55). The Spousal death benefit shall be equal to the greater of (a) fifty percent (50%) of the amount the Member would have received had he or she (i) retired on the later of the date of the Member’s death or the date he or she would have attained age fifty-five (55) and
(ii) elected to receive his or benefit in the form of a 50% Joint and Survivor Annuity Option or (b) the benefit to which the surviving Spouse is entitled under the provisions of Section 6.1 hereof.
ARTICLE VII
DISABILITY
SECTION 7.1. Disability Retirement A Member who has at least five (5) years of Vesting Service may retire because of disability, if evidence of such disability is given to the satisfaction of the Management Benefits and Compensation Committee.
SECTION 7.2. Immediate Benefit A disabled Member as defined in Section 7.1 may elect to begin receipt of the Actuarial Equivalent Value of his or her Retirement Account on the first of the month following the date of disability as determined under Section 7.1 by the Management Benefits and Compensation Committee provided such Member is not receiving benefits under the Long-Term Disability Plan of Moody’s Corporation. The Member may elect to defer the receipt of his or her benefit beyond such date, but not later than the Member’s Normal Retirement Date. The Member’s Retirement Account shall continue to be credited with Interest Credits until the Benefit Commencement Date.
SECTION 7.3. Deferred Benefit A disabled Member who is receiving benefits under the Long-Term Disability Plan of Moody’s Corporation shall be entitled to a benefit payable on his or her Normal Retirement Date. Such Member’s Retirement Account shall continue to be maintained and credited with notional Company Credits (as determined under the rules prescribed in Section 7.4) and Interest Credits until he or she attains Normal Retirement Age. A Member who, as of the Effective Date, has satisfied the age and service requirements set forth in paragraph 4.1(c) hereof will continue to earn Credited Service for the purpose of determining the special Grandfather Benefit Amount under Section 4.9. Upon attainment of Normal Retirement Age, Company Credits, Interest Credits and Credited Service, if any, will no longer be credited to such Member’s Retirement Account and the Accrued Benefit shall be paid to him or her under the terms of Article 8.
Notwithstanding the foregoing provisions of this Section 7.3, a Disabled Member may elect to begin the receipt of his or her vested Accrued Benefit at an earlier Benefit Commencement Date. In such event, the Member’s Company Credits, Interest Credits and Credited Service will cease to be credited as of the Benefit Commencement Date.
SECTION 7.4. Disability Company Credits If a Disabled Member (a) has five (5) years of Vesting Service on the date he or she first becomes disabled (as determined in accordance with Section 7.1) and (b) has not elected to begin receiving benefit payments under the Plan, then, for each month during the period of disability until the earlier of (i) such Member’s Normal Retirement Date, (ii) such Member’s Benefit Commencement Date, or (iii) the date on which the Member no longer is entitled to benefits under the Long Term Disability Plan of Moody’s Corporation and has not returned to work with the Employer, such disabled Member will continue to earn Credited Service and his or her Retirement Account will be credited with Company Credits based on one-twelfth (1/12) of the Member’s Compensation received by the Member during the twelve (12) consecutive month period prior to the disability.
ARTICLE VIII
PAYMENT OF BENEFIT
SECTION 8.1. Date of Payment Commencement Ninety (90) days prior to an Early Retirement Date, Normal Retirement Date, or Postponed Retirement Date, or as soon as practical after a Severance Date, the Management Benefits and Compensation Committee shall furnish each Member with an Election Form in accordance with the procedures of this Article 8. A Member’s Benefit Commencement Date shall be the first day of the calendar month that the benefit selected will commence, but in no event earlier than one hundred eighty (180) days after the furnishing of that form. On a Member’s Benefit Commencement Date, a Member’s Accrued Benefit shall be paid in the manner provided in this Article 8. Except as provided in Section 8.2, a Member may elect to defer payment of the normal form of benefit or any of the optional benefit forms described below until any specified future date.
SECTION 8.2. Required Commencement at Age 72. The following provisions shall apply with respect to determining minimum distributions for calendar years beginning with the 2021 calendar year (and the provisions of the prior version of the Plan shall apply to minimum distributions for prior calendar years and individuals who attained age 70-1/2 prior to 2020):
(a) The Member's entire interest will be distributed, or begin to be distributed, to the Member no later than the Member's required beginning date.
(b) If the Member dies before distributions begin, the Member's entire interest will be distributed, or begin to be distributed, no later than as follows:
(i) If the Member's surviving Spouse is the Member's sole designated beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 72, if later.
(ii) If the Member's surviving Spouse is not the Member's sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.
(iii) If there is no designated beneficiary as of September 30 of the year following the year of the Member's death, the Member's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death.
(iv) If the Member's surviving Spouse is the Member's sole designated beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse begin, this provision shall apply as if the surviving Spouse were the Member.
For purposes of this Section 8.2, distributions are considered to begin on the Member's required beginning date (or, if Section 9.1(b)(iv) applies, the date distributions are required to begin to the surviving Spouse. If annuity payments irrevocably commence to the Member before the Member's required beginning date (or to the Member's surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 9.1(b)(iv)), the date distributions are considered to begin is the date distributions actually commence.
(c) Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance herewith. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) Code and the Treasury regulations. Any part of the Member's interest which is in the form of an individual account described in Section 414(k) of the Code will be distributed in a manner satisfying the requirements of Section 401(a)(9) of the Code and the Treasury regulations that apply to individual accounts.
(d) If the Member's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:
(i) The annuity distributions will be paid in periodic payments made at intervals not longer than one year;
(ii) The distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 9.1(b)(iv);
(iii) Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;
(iv) Payments will either be nonincreasing or increase only as follows:
(A) By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;
(B) To the extent of the reduction in the amount of the Member's payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described above dies or is no longer the Member's beneficiary pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code;
(C) To provide cash refunds of employee contributions upon the Member's death; or
(D) To pay increased benefits that result from a plan amendment.
(e) The amount that must be distributed on or before the Member's required beginning date (or, if the Member dies before distributions begin, the date distributions are required to begin above) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Member's benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Member's required beginning date.
(f) Any additional benefits accruing to the Member in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.
(g) If the Member's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Member and a nonspouse beneficiary, annuity payments to be made on or after the Member's required beginning date to the designated beneficiary after the Member's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Member using the table set forth in Q&A-2 of section 1.401(a)(9)-6 of the Treasury regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Member and a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain.
(h) Unless the Member's Spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Member's lifetime may not exceed the applicable distribution period for the Member under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Member reaches age 72, the applicable distribution period for the Member is the distribution period for age 72 under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 72 over the age of the Member as of the Member's birthday in the year that contains the annuity starting date. If the Member's Spouse is the Member's sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Member's applicable distribution period, as determined under this Section, or the joint life and last survivor
expectancy of the Member and the Member's Spouse as determined under the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Member's and Spouse's attained ages as of the Member's and Spouse's birthdays in the calendar year that contains the annuity starting date.
(i) If the Member dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Member's entire interest will be distributed, beginning no later than the time described herein, over the life of the designated beneficiary or over a period certain not exceeding:
(i) Unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year immediately following the calendar year of the Member's death; or
(ii) If the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year that contains the annuity starting date.
(j) If the Member dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Member's death, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death.
(k) If the Member dies before the date distribution of his or her interest begins, the Member's surviving Spouse is the Member's sole designated beneficiary, and the surviving Spouse dies before distributions to the surviving Spouse begin, this Section 9.1 will apply as if the surviving Spouse were the Member, except that the time by which distributions must begin will be determined without regard to Section 9.1(b)(iv).
(l) For purposes of this Section 9.1, the following terms have the following meanings:
(i) "Designated beneficiary" means the individual who is designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
(ii) "Distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member's required beginning date. For distributions beginning after the Member's death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to this Section 9.1(b)(iv).
(iii) "Life expectancy" means life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury Regulations.
(iv) "Required beginning date" means April 1 of the calendar year following the calendar year in which the Member (A) attains age 72 or (B) retires, whichever is later; except that, in the case of a Member who is a five percent owner (as defined in Section 416 of the Code) of an Employer Company with respect to the calendar year in which he attains age 72, required beginning date means April 1 following the calendar year in which the Member attains age 72.
SECTION 8.3. Normal Form of Benefit The normal form of benefit for an unmarried Member shall be a single life annuity. The normal form of benefit for a married Member shall be a Qualified Joint and Survivor Annuity (as defined below) unless such Member, with the consent of his or her Spouse, elects otherwise. A Qualified Joint and Survivor Annuity shall mean a retirement benefit which is the Actuarial Equivalent Value of a single life annuity based on the Member’s Early Retirement, Normal Retirement or Postponed Retirement Benefit (as the case may be), under which equal monthly installments are payable during the lifetime of the Member, and, should the Member predecease his or her Spouse, fifty percent (50%) (or, effective for distributions with annuity starting dates on or after January 1, 2008, seventy five percent (75%) if elected by the Spouse) of the amount of such installments will continue to be paid monthly to the Spouse for the remainder of the Spouse’s lifetime.
SECTION 8.4. Right to Elect Alternate Form of Benefit In lieu of the benefits provided by Section 8.3, a Member shall have the right to elect, prior to his or her Benefit Commencement Date, an alternative form of benefit, in accordance with the terms of Section 8.6. If the Member is married, any such election may be made only with the written consent of his or her Spouse, executed as provided under Section 8.5. Any alternative form of benefit shall be the Actuarial Equivalent of the Member’s Accrued Benefit. The Employer and the Management Benefits and Compensation Committee shall be entitled to rely conclusively upon documentation presented to its or their satisfaction that a Member is not married or, if a Member is married at the time of reference, that such Member’s Spouse cannot be located or that the consent of such Spouse is not obtainable, for whatever circumstances the Secretary of the Treasury prescribes by regulations as sufficient to justify the commencement or waiver of benefits without Spousal consent.
Regardless of the form of payment, all distributions shall comply with Section 401(a)(9) of the Code and the regulations promulgated thereunder, including the minimum distribution incidental death benefit requirements of Section 401(a)(9)(G) of the Code and the regulations promulgated thereunder, and such provisions shall override any Plan provisions otherwise inconsistent therewith.
SECTION 8.5. Form of Election A Member may make or revoke an election of any form of benefit to which the Member is entitled under this Article 8 in writing to the
Management Benefits and Compensation Committee, and such election or revocation shall be subject to the following conditions:
(a) The Management Benefits and Compensation Committee shall furnish to each Member a general written explanation in nontechnical terms of the availability of the various optional forms of payment under the Plan within a reasonable period of time prior to the earliest date the Member could retire under the Plan. A Member has a right to receive, within thirty (30) days after filing a written request with the Management Benefits and Compensation Committee, a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity and the financial effect upon the Member, given in terms of dollars per annuity payment. Requests for additional information may be made by the Member at any time before the ninetieth (90th) day prior to the Benefit Commencement Date.
(b) An election to receive an optional form of benefit may be made at any time during the Election Period. The Election Period is a period of one hundred eighty (180) days prior to the Member’s Benefit Commencement Date. Subject to subparagraph (c) below, a Member may make an election not to receive the Qualified Joint and Survivor Annuity, revoke any previous election, and if the Member so desires, make a new election, until the expiration of the Election Period.
(c) If a Member is married, an election of a form of benefit other than the Qualified Joint and Survivor Annuity will require the written consent of the Spouse, and such written consent must be witnessed by a notary public or a representative of the Plan.
SECTION 8.6. Optional Forms of Retirement Benefit Unless otherwise provided below, a Member may elect to receive his or her Accrued Benefit in any one of the following optional forms of benefit, each of which shall be the Actuarial Equivalent Value of such Member’s Accrued Benefit:
(a) Joint and Survivor Annuity Option Any Member (other than a Member who terminates employment with the Employer or an Affiliated Employer prior to his or her Early Retirement Date) may elect to receive a monthly benefit payable to the Member for life, and after the Member’s death in an amount equal to one hundred percent (100%), or seventy-five percent (75%), or fifty percent (50%) of such amount as specified by the Member, to the joint annuitant for life. Should the joint annuitant die prior to the Member’s Benefit Commencement Date, any election of this option shall be automatically canceled and the benefit hereunder shall be payable in the normal form of benefit as described under Section 8.3.
(b) Months Certain and Life Income Annuity Option Any Member who terminates employment with the Employer on or after such Member’s Early Retirement Date may elect to receive his or her benefit in the form of monthly payments over the Member’s lifetime with a guaranteed minimum period (“Period Certain”) of either one hundred twenty (120) or one hundred eighty (180) months, as designated by the Member. Notwithstanding the above, a Member who was a participant in the Master Retirement Plan of the Dun & Bradstreet Corporation for Employees of I.M.S. International, Inc. as of December 31, 1992 may elect to receive his or her benefit in monthly payments over a Period Certain of sixty (60) months. In the event of the death
of the Member after the Benefit Commencement Date, but prior to the Member’s receiving benefit payments for the full Period Certain he or she has elected, the monthly payments remaining for the Period Certain shall be paid to the Member’s Beneficiary (or contingent Beneficiary) designated in accordance with Section 6.2 In no event shall a Member be permitted to elect a Period Certain extending beyond the life expectancy of the Member and his or her designated Beneficiary, if any.
(c) Straight Life Annuity Option A Member may elect to receive a single life annuity payable in equal unreduced monthly payments during the Member’s lifetime, with no further payments to any other person after the Member’s death.
(d) 50% Lump Sum Option A Member (other than a Member who is entitled to receive the Frozen Accrued Benefit described in Section 4.8 or the Grandfather Benefit Amount described in Section 4.9) may elect to receive fifty percent (50%) of his or her vested Retirement Account balance in a lump sum payment as of his or her Severance Date (“50% Lump Sum Option”); provided, however, that for distributions with an annuity starting date prior to January 1, 2008, the 50% Lump Sum Option shall equal fifty percent (50%) of the actuarial present value of the Member's vested Accrued Benefit using the definition of Actuarial Equivalent Value in Section 1.2(b) if that results in a larger lump sum distribution. Such election may be made at any time up to and including the Member’s Postponed Retirement Date. The remaining fifty percent (50%) of the Retirement Account Balance will continue to be credited with Interest Credits to the Benefit Commencement Date. The benefit payable in a form other than a lump sum as of the Benefit Commencement Date will be the Actuarial Equivalent Value of the remaining Retirement Account balance as of that date in a form of benefit provided under Sections 8.3 and 8.6. In no event may the Benefit Commencement Date for the remaining Retirement Account balance be prior to the Member’s Early Retirement Date. Notwithstanding the foregoing provisions of this paragraph 8.6(d), if an actuarial adjustment is made to the Normal Retirement Benefit of a Member due to the application of the suspension of benefit notification rules of Section 411 of the Code and Section 203 of ERISA in 1995 and 1996, such Member may elect a 50% Lump Sum Option if, absent such adjustment, the Member would not be entitled to the Grandfather Benefit Amount. For purposes of determining eligibility for Members to receive the 50% Lump Sum Option, a determination shall be made using a comparison of the Actuarial Equivalent Benefit under the Retirement Account at Early Retirement Age (or current age, if later) and the Grandfather Benefit Amount payable at age fifty-five (55).
(e) Level Income Annuity Option. Any Member (other than a Member who terminates employment with the Employer prior to his or her Early Retirement Date) may elect a monthly benefit providing for a level combined income from the Plan and the Member’s primary Social Security benefit, both before and after the date Social Security benefits are payable. For purposes of this option, the Benefit Commencement Date for the Member’s primary Social Security benefits shall be the first day of the month next following his or her attainment of age sixty-two (62) A Member may not revoke his or her election of this option or otherwise change the provisions of his or her election in any way after his or her Benefit Commencement Date. A Level Income Annuity Option may be elected in the form of a Joint and Survivor Annuity Option, a Straight Life Annuity Option, or a Months Certain and Life Income Annuity Option.
(f) 100% Lump Sum Option. In addition to the forms of benefit available pursuant to Section 8.3 and this Section 8.6, a Member who is not receiving annuity payments as of June 30, 2015 may elect to receive his or her entire vested Accrued Benefit in the form of a lump sum payment as of his or her Benefit Commencement Date. Notwithstanding Section 8.6(d), a Member who has previously elected a 50% lump sum benefit pursuant thereto may elect a lump sum distribution of his remaining Accrued Benefit even if he has not yet attained his Early Retirement Date. The amount of such lump sum payment shall be equal to the Actuarial Present Value of one hundred percent (100%) of the Member’s vested Accrued Benefit (or remaining Accrued Benefit for a Member who has previously elected a 50% lump sum benefit) payable in a life annuity form of payment at the participant’s Benefit Commencement Date (determined using the mortality assumption in Section 1.2(b)(i) and the interest rate assumption in Section 1.2(b)(ii)(C)).
SECTION 8.7. Beneficiary(ies) Subject to the provisions of Section 6.2:
(a) a Member may designate his or her Spouse, or, with the consent of the Member’s Spouse (if any), any individual to be the joint annuitant under the Joint and Survivor Annuity Option described in Section 8.6(a); and
(b) with respect to the Months Certain and Life Income Option described in Section 8.6(b), in the event the Beneficiary predeceases the Member, benefits shall continue to be paid over the full Period Certain to such Member’s contingent Beneficiary as shall have been designated by the Member on his or her Beneficiary designation election form.
SECTION 8.8. Lump Sum Payment If the Actuarial Equivalent Value of a Member’s Accrued Benefit as described under Section 4.1 or 4.9 as of his or her Benefit Commencement Date does not exceed $1,000, such amount shall be automatically paid in the form of a lump sum payment as soon as reasonably practicable following the Member’s termination of employment.
SECTION 8.9 Direct Rollover Treatment for Certain Distributions Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 8.9, a distributee may elect, at the time and in the manner prescribed by the Management Benefits and Compensation Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
An eligible rollover distribution is a distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:
(a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or the joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten (10) years or more;
(b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and
(c) any hardship withdrawal.
An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code, a plan described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
A distributee is an Employee or former Employee. In addition, the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, is a distributee with regard to the interest of the Spouse or former Spouse.
A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.
In addition, a Beneficiary who is not the Member's Spouse but who is a "designated beneficiary" within the meaning of Section 401(a)(9)(E) of the Code may elect to have the portion of the distribution that otherwise is an eligible rollover distribution transferred in a trustee-to-trustee transfer to an individual retirement account or an individual retirement annuity that has been established for purposes of receiving such distribution.
With respect to distributions after December 31, 2007, a distributee who is a Member, a Spouse of a Member or an alternate payee may elect to directly roll over all or a portion of the eligible rollover distribution to a Roth IRA in a manner permitted by guidance issued by the Internal Revenue Service.
In the event that the provisions of this Section 8.9 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section 8.9 or applicable part thereof shall be ineffective without necessity of further amendment of the Plan.
Any such election shall be made (i) on forms approved by and filed with the Management Benefits and Compensation Committee, (ii) by telephonic, electronic or other data transmission in a manner approved by the Management Benefits and Compensation Committee, or (iii) in any other manner approved by the Management Benefits and Compensation Committee in its sole discretion.
SECTION 8.9 Retroactive Benefit Commencement Dates To the extent otherwise permitted by the Plan, a Member or a Beneficiary may elect a Retroactive Benefit Commencement Date. For purposes hereof, the term "Retroactive Benefit Commencement Date" shall have the same meaning as "retroactive annuity starting date" in Treasury Regulation Section 1.417(e)-1(b)(3)(iv)(B). If such a Retroactive Benefit Commencement Date is elected by a
Member or Beneficiary, the distribution shall be administered in accordance with the rules set forth in Treasury Regulation Sections 1.417(e)-1(b)(3)(v) and (vi).
ARTICLE IX
FUNDING
SECTION 9.1. Funding Policy All contributions under the Plan shall be made by the Employer and shall only be made if such contributions are deductible by the Employer under Code Section 404. Such contributions will be determined on the basis of actuarial valuations of the assets and liabilities of the Plan by an independent actuary, who also may perform actuarial or consulting services for the Employer. Such contributions shall be voluntary and the Employer shall be under no legal obligation except as otherwise provided under this Plan or under ERISA or other applicable law to any person interested in the Plan to make or continue them. Contributions made by the Employer to the Plan may be used for the purposes of the payment of any benefits and the proper expenses of administering the Plan.
SECTION 9.2. Trust Fund The assets of the Plan shall be held in Trust by one or more corporate trustees pursuant to the terms of a trust agreement or trust agreements between Moody’s Corporation and each corporate trustee. Such Trust agreement or agreements shall provide that the assets of the Plan shall be invested and reinvested in such investments as either the corporate Trustee or an investment manager or managers appointed by the Management Benefits and Compensation Committee may deem advisable. Any investment manager appointed by the Management Benefits and Compensation Committee shall be an investment adviser registered under the Investment Advisers Act of 1940, a bank as defined in that Act, or an insurance company qualified to perform investment management services under the laws of more than one State, or any other entity which qualifies as an investment manager pursuant to Section 3(38) of ERISA, as may be amended from time to time, which investment manager shall have acknowledged in writing that it is a fiduciary with respect to the Plan (each, an “Investment Manager”). Investment decisions with respect to the Fund, including the authority to acquire and dispose of Plan assets shall be, to the extent determined by the Management Benefits and Compensation Committee, the exclusive responsibility of the corporate Trustee or the Investment Manager having discretionary investment authority under the terms of the governing Trust agreement.
SECTION 9.3. Non-Diversion of the Fund The Fund shall never inure to the benefit of the Employer and shall be held for the exclusive purposes of providing benefits to Members and their Beneficiaries and defraying reasonable expenses of administering the Plan; provided, however, that assets of the Plan may revert to the Employer in the event of a Plan termination to the extent that assets of the Plan exceed all benefit liabilities of the Plan or in the event of a contribution made by a mistake of fact if such mistaken contribution is returned within one year of its payment to the Fund. Contributions, which are conditioned on their being deductible under the Code, also may be returned within one year of the deduction being disallowed by the Internal Revenue Service. To the extent permitted by applicable law, the Company may elect to pay all (or its pro rata portion) of the administrative expenses of the Plan and fees and retainers of the Plan’s trustee, actuary, accountant, counsel, consultant, administrator, or other specialist so long as the Plan or Fund remains in effect. To the extent that the Company does not
elect to pay such expenses directly, the Company may direct the Trustee to pay the proper expenses of administering the Plan out of the Fund.
SECTION 9.4. Rights of Members and Others No Employee, Member or Beneficiary under this Plan or any other persons shall have any interest in or right to any part of the corpus, income or earnings of the Fund, except as and to the extent provided in this Plan.
SECTION 9.5. Contingent Nature of Contributions Unless the Employer notifies the Management Benefits and Compensation Committee and the Trustee in writing to the contrary, all contributions made to this Plan are expressly conditioned upon their deductibility under Section 404 of the Code.
ARTICLE X
PLAN ADMINISTRATION
SECTION 10.1. Named Fiduciary. The Management Benefits and Compensation Committee shall be the named fiduciary (the “Named Fiduciary”) which shall have authority to control and manage the operation and administration of the Plan and to manage and control its assets. The Management Benefits and Compensation Committee shall consist of not less than three (3) nor more than seven (7) members, as may be appointed by the Board of Directors from time to time. Any member of the Management Benefits and Compensation Committee may resign at will by notice to the Board of Directors or be removed at any time (with or without cause) by the Board of Directors.
SECTION 10.2. Allocation of Duties. The Named Fiduciary may from time to time allocate fiduciary responsibilities among its members and may designate persons other than members of the Named Fiduciary to carry out fiduciary responsibilities under the Plan, and such persons shall be deemed to be fiduciaries under the Plan with respect to such delegated responsibilities. Fiduciaries may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.
SECTION 10.3. Authority. The Named Fiduciary (and its delegees) shall have the exclusive right to interpret any and all of the provisions of the Plan and to determine any questions arising thereunder or in connection with the administration of the Plan. Any decision or action by the Named Fiduciary (and its delegees) shall be conclusive and binding upon all Employees, Members and Beneficiaries. In all instances the Named Fiduciary (and its delegees) shall have complete discretionary authority to determine eligibility for participation and benefits under the Plan, and to construe and interpret all provisions of the Plan and all documents relating thereto including, without limitation, all disputed and uncertain terms. All deference permitted by law shall be given to such constructions, interpretations and determinations.
SECTION 10.4. Action. Any action to be taken by the Named Fiduciary shall be taken by a majority of its members either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one member of the Management Benefits and Compensation Committee member and the secretary of the
Management Benefits and Compensation Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.
SECTION 10.5. Fiduciary Capacity. Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.
SECTION 10.6. Determination of Benefits and Benefit Claims Procedures All benefits payable under the Plan shall be authorized in writing by the Management Benefits and Compensation Committee (or by such person or committee to whom such responsibility may have been delegated by the Management Benefits and Compensation Committee pursuant to the power vested in it herein) and shall be communicated in writing to the Member or Beneficiary. Any Member or Beneficiary may apply to the Management Benefits and Compensation Committee for payment of any benefit that may be due to him or her under the Plan. Such application shall set forth the nature of the claim and any information as the Management Benefits and Compensation Committee may reasonably request. Upon receipt of any such application, the Management Benefits and Compensation Committee shall determine whether or not the Member or Beneficiary is entitled to the benefit hereunder.
If an application for benefits is denied, in whole or in part, the Management Benefits and Compensation Committee shall give written notice to any Member of Beneficiary of the denial. The notice shall be given within ninety (90) days after receipt of the Member’s or Beneficiary’s application unless special circumstances require an extension for processing the claim. In no event shall such extension exceed a period of ninety (90) days from the end of such initial review period. The notice will be delivered to the claimant or sent to the claimant’s last known address and will include the specific reason or reasons for the denial, a specific reference or references to pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim (which will indicate why such material or information is needed), and an explanation of the Plan’s claims review procedure.
If the claimant wishes to appeal the denial of the application for benefits, the claimant or a duly authorized representative must file a written request with the Committee for a subsequent review. This request must be made by the claimant within sixty (60) days after receiving notice of the claim’s denial. The claimant or representative may review pertinent documents relating to the claim and its denial, may submit issues and comments in writing to the Management Benefits and Compensation Committee. Within sixty (60) days after receipt of such a request for review, the Management Benefits and Compensation Committee shall reconsider the claim, and make a decision on the merits of the claim. If circumstances require an extension of time for processing the claim, the sixty (60) day period may be extended but in no event more than one hundred and twenty (120) days after the receipt of a request for review. The decision on review will be in writing and include specific reasons and references to the pertinent Plan provisions on which the decision is based.
ARTICLE XI
MERGERS, CONSOLIDATIONS AND ASSETS OR LIABILITY TRANSFERS
SECTION 11.1. Mergers, Consolidations and Transfers The merger or consolidation with, or transfer of the allocable portion of the assets and liabilities of the Fund to any other qualified retirement plan trust shall be permitted in the sole discretion of the Management Benefits and Compensation Committee; provided, however, that such merger, consolidation or transfer shall occur only if the benefit each Member would receive, if the Plan were terminated immediately after such merger or consolidation of such transfer of the allocable portion of the assets and liabilities, would be at least as great as the benefits he or she would have received had the Plan been terminated immediately before the date of such merger, consolidation or transfer. No such merger, consolidation, or transfer shall be effected until and unless an actuarial statement satisfactory to the Management Benefits and Compensation Committee is filed with the Committee evidencing compliance with the foregoing requirements of this Section 11.1.
ARTICLE XII
AMENDMENT OF PLAN
SECTION 12.1. Right to Amend the Plan By action of its Board of Directors, the Management Benefits and Compensation Committee or any delegate thereof, the Company reserves the right to modify, alter or amend this Plan on behalf of itself and any other Employer from time to time to any extent that it may deem advisable including, but without limiting the generality of the foregoing, any amendment deemed necessary to ensure the continued qualification of the Plan under Section 401 of the Code or the appropriate provisions of any subsequent revenue law. Except as provided in Section 13.1, no such amendment(s) shall have the effect of reverting to the Employer the whole or any part of the principal or income for purposes other than for the exclusive benefit of Members or Beneficiaries at any time prior to the satisfaction of all the liabilities under the Plan with respect to such persons. No amendment shall reduce a Member’s Accrued Benefit on the effective date of the Plan amendment or eliminate an optional form of benefit under the Plan with respect to the Member’s Accrued Benefit on the date of the amendment.
SECTION 12.2. Prior Plan Provisions The Plan as in effect prior to the effective date of any amendment (heretofore or hereafter adopted) will continue to apply to those who terminated employment on account of death, retirement, or any other reason, prior to such date unless the context of the Plan as amended from and after any such date is clearly made applicable to those who terminated prior to such date.
SECTION 12.3. Plan Qualification Notwithstanding the provisions of Sections 12.1 and 12.2, any amendment may be retroactive to the extent necessary to preserve the tax-qualified status of the Plan.
ARTICLE XIII
TERMINATION OF THE PLAN
SECTION 13.1. Right to Terminate The Plan The Board of Directors may at any time, in accordance with its established rules of procedure, terminate or permanently discontinue contributions under the Plan at any time on behalf of itself and/or any Employer. The assets of the Plan shall never inure to the benefit of any Employer and shall be held for the exclusive purposes
of providing benefits to Members and their Beneficiaries and defraying reasonable expenses of administering the Plan; provided, however, assets of the Plan may revert to an Employer in the event of a Plan termination to the extent that assets of the Plan exceed all liabilities of the Plan or pursuant to Section 18.2.
SECTION 13.2. Vesting Upon Plan Termination or Partial Termination In the event of termination of the Plan, no further contributions shall be made hereunder and the right of each Member to benefits accrued to the date of termination to the extent funded shall be nonforfeitable. In the event of partial termination, the following provisions of this paragraph shall apply only to the portion of the Plan terminated. In the event of termination of the Plan by action of the Board of Directors or otherwise, the assets of the Plan shall be allocated among Members and their Beneficiaries in accordance with the provisions of Section 4044 of ERISA; provided, however, if the application of said provisions of Section 4044 results in the reduction or elimination of any benefits under any predecessor plan which were vested on December 31, 1975, and which would have been distributed under the termination priorities set forth in such Plans as of such date, the Company shall request the Pension Benefit Guaranty Corporation to initiate or shall on its own initiate an appropriate legal proceeding in accordance with the provisions of Section 4042 of ERISA. Upon the complete termination of the Plan, the rate of interest used to determine Accrued Benefits under the Plan shall be equal to the average of the rates of interest used under the Plan during the 5-year period ending on the termination date.
SECTION 13.3. Residual Assets Returned to Company The residual assets of the Plan shall be returned to the Company after all liabilities of the Plan to Members and their Beneficiaries have been satisfied.
SECTION 13.4. Settlement of Termination Liabilities Upon termination of the Plan, and subject to regulations of the Pension Benefit Guaranty Corporation or other applicable laws, any amount allocated for the benefit of a Member or Beneficiary shall be applied for his or her benefit, as the Management Benefits and Compensation Committee determines in its sole discretion, either by cash payment or by the purchase of an insurance company contract, or by any combination of the foregoing.
ARTICLE XIV
LIMITATION OF RETIREMENT BENEFITS
SECTION 14.1. Special Limitation for Twenty-Five Highest Paid The provisions of this Article 14 shall apply (a) in the event the Plan is terminated, to any Member who is a Highly Compensated Employee or Highly Compensated Former Employee of the Company or any Affiliated Employer and (b) in any other event, to any Member who is one of the twenty-five (25) highest compensated Employees or former Employees of the Company or any Affiliated Employer for a Plan Year. The amount of the annual payments under the Plan to any Member to whom this Article 14 applies shall not exceed an amount equal to the payment that would be made under the Plan during the Plan Year on behalf of the Member under a single life annuity which is the Actuarial Equivalent to the sum of the Member’s Accrued Benefit and any other benefits under the Plan.
SECTION 14.2. Exception To Special Limitations The provisions of Section 14.1 shall not apply if (a) the value of the benefits which would be payable under the Plan to a Member described in Section 14.1 is less than one percent (1%) of the value of the current liabilities (as defined in Section 412(l)(7) of the Code) under the Plan or (b) the value of the Plan’s assets equals or exceeds, immediately after payment of a benefit under the Plan to a Member described in Section 14.1 one hundred ten percent (110%) of the value of the current liabilities under the Plan.
SECTION 14.3. Plan Termination Limit Notwithstanding the provisions of Sections 14.1 and 14.2, in the event the Plan is terminated, the restrictions contained in Section 14.1 shall not be applicable if the benefits payable under the Plan to any Member who is a Highly Compensated Employee or a Highly Compensated Former Employee are limited to benefits which are non-discriminatory under Section 401(a)(4) of the Code.
SECTION 14.4. Interpretation The foregoing provisions of this Article 14 are intended to conform the Plan to the requirements of Section 1.401(a)(4)-5(b) of the Treasury Regulations, and shall be construed accordingly. In the event that under any statute, regulation or ruling the conditions of this Section are no longer required for the Plan to comply with the requirements of Section 401 (or any other provisions with respect to qualification for tax exemption of retirement plans and trusts) of the Code, such conditions shall immediately become void and shall no longer apply without the necessity of an amendment to the Plan.
ARTICLE XV
LIMITATIONS ON BENEFITS
SECTION 15.1. Code Section 415 Limits In no event may a Member’s Projected Annual Benefit (as defined below) in any Limitation Year (as defined below) exceed the maximum permitted under Section 415 of the Code. For this purpose:
(a) “Limitation Year” means the calendar year.
(b) “Defined Benefit Plan” means this Plan or any retirement plan maintained by the Company or any Affiliated Employer within the meaning of Section 415(h) of the Code that is not a Defined Contribution Plan.
(c) “Defined Contribution Plan” means any retirement plan maintained by the Company or any Affiliated Employer within the meaning of Section 415(h) of the Code which provides for an individual account for each participant and for benefits based solely on the amount contributed to such account and any income, expense, gains and losses, and forfeitures of accounts of other participants which may be allocated to such account.
(d) (i) A Member’s “Projected Annual Benefit” under a Defined Benefit Plan shall be equal to the annual retirement benefit to which he or she would be entitled under such plan if he or she were to continue employment until his or her Social Security Retirement Age (as defined below) under such plan, and all other relevant factors used to determine benefits under the Plan were to remain the same as in the current Plan Year for all future Plan Years.
(ii) For purposes of this Subparagraph (e)
(A) a Member's benefit that is payable in a form other than a straight life annuity and that is subject to Section 417(e)(3) of the Code shall be converted into the form of an annual retirement benefit which is provided in the form of a straight life annuity, as follows. If the annuity starting date is in a Plan Year beginning after 2005, the converted amount shall equal annual amount of the straight life annuity commencing at the same annuity starting date that has the same actuarial present value as the Member’s form of benefit, using whichever of the following produces the greatest annual amount: (x) the interest rate and the mortality table otherwise used under the Plan for adjusting benefits in the same form; (y) a 5.5% interest rate and the applicable mortality table; and (z) the applicable interest rate under Section 417(e)(3) of the Code and the applicable mortality table, divided by 1.05. If the annuity starting date is in a Plan Year beginning in 2004 or 2005, the converted amount shall equal the annual amount of the straight life annuity commencing at the same annuity starting date that has the same actuarial present value as the Member’s form of benefit payable, using whichever of the following produces the greater annual amount: (xx) the interest rate and the mortality table or other tabular factor used under the Plan for adjusting benefits in the same form; and (yy) a 5.5% interest rate and the applicable mortality table. In determining the actuarially equivalent straight life annuity for a benefit form other than a nondecreasing annuity payable for a period of not less than the life of the Member (or, in the case of a qualified pre-retirement survivor annuity, the life of the surviving Spouse), or decreases during the life of the Member merely because of (a) the death of the survivor annuitant (but only if the reduction is not below 50% of the annual benefit payable before the death of the survivor annuitant), or (b) the cessation or reduction of Social Security supplements of qualified disability payments (as defined in Section 401(a)(11) of the Code, the interest rate as set forth in Section 1.2 of the Plan will be substituted for "a 5.5% interest rate" in the preceding sentence. No actuarial adjustment to the benefit is required for (a) the value of a qualified joint and survivor annuity, (b) benefits that are not directly related to retirement benefits (such as the qualified disability benefit, pre-retirement death benefits, and post-retirement medical benefits), and (c) the value of post-retirement cost-of-living increases made in accordance with Section 415(d) of the Code and section 1.415-3(c)(2)(iii) of the Income Tax Regulations. The annual benefit does not include any benefits attributable to employee contributions or rollover contributions, or the assets transferred from a qualified plan that was not maintained by the Employer;
(B) if the annual benefit of the Member commences before the Member's Social Security Retirement Age, but on or after age 62, the limitation in Section 15.2(a) (as reduced in (A) above, if necessary), shall be determined as follows:
(i) If a Member's Social Security Retirement Age is 65, the limitation for benefits commencing on or after age 62 is determined by reducing the limitation by 5/9 of one percent for each month by which benefits commence before the month in which the Member attains age 65.
(ii) If a Member's Social Security Retirement Age is greater than 65, the limitation in Section 15.2(a) for benefits commencing on or after age 62 is determined by reducing the limitation by 5/9 of one percent for each of the first 36 months and 5/12 of one percent for each of the additional months (up to 24 months) by which benefit commence before the month of the Member's Social Security Retirement Age;
(C) if the benefit of a Member commences prior to age 62, the limitation in Section 15.2(a) shall be an annual benefit that is the actuarial equivalent of the defined benefit dollar limitation for age 62, as determined above, reduced for each month by which benefits commence before the month in which the Member attains age 62. The annual benefit beginning prior to age 62 shall be determined as the lesser of the equivalent annual benefit computed using the interest rate and mortality table (or other tabular factor) equivalence for early retirement benefits, and the equivalent annual benefit computed using a 5 percent interest rate and the mortality table from Section 1.2. Any decrease in the adjusted limitation determined in accordance with this subparagraph (C) shall not reflect any mortality decrement to the extent that benefits will not be forfeited upon the death of the Member.
If the annual benefit of a Member commences after the member's Social Security Retirement Age, the limitation as reduced in (B) above, if necessary, shall be adjusted so that it is the actuarial equivalent of an annual benefit of such limitation beginning at the Member's Social Security Retirement Age. The equivalent annual benefit beginning after Social Security Retirement Age shall be determined as the lesser of the equivalent annual benefit computed using the interest rate and mortality table (or other tabular factor) specified in the Plan for purposes of determining actuarial equivalence for delayed retirement benefits, and the equivalent annual benefit computed using a 5 percent interest rate assumption and the mortality table as set forth in Section 1.2 of the Plan.
(D) if an annual retirement benefit begins after age 65, the otherwise applicable dollar limitation shall be adjusted so that it is the Actuarial Equivalent of an annual retirement benefit commencing at age 65 using an interest assumption equal to the lesser of five percent (5%) or the interest rate used by the Plan;
(E) an annual retirement benefit which is attributable all or in part to employee or rollover contributions (as defined in Section 402(c), 403(a)(4) or 408(d)(3) of the Code) shall be reduced so that it will be the equivalent of an annual retirement benefit derived solely from Employer contributions; and
(F) if any Member has completed (I) fewer than ten (10) years of Plan participation, the dollar limitation under Section 15.2(a) otherwise applicable to him or her shall be reduced by multiplying it by a fraction, the numerator of which is his or her years of Plan participation as of the close of the Limitation Year and the denominator of which is ten (10), and/or (II) fewer than ten (10) Years of Service with the Company and or any Affiliated Employer, the limitations under Sections 15.3
otherwise applicable to him or her shall be reduced by multiplying it by a fraction, the numerator of which is his or her Years of Service as of the close of the Limitation Year and the denominator of which is ten (10).
(e) “Social Security Retirement Age” means the social security retirement age as defined under Section 415(b)(8) of the Code which shall mean age sixty-five (65) in the case of a Member attaining age sixty-two (62) before January 1, 2000 (i.e., born before January 1, 1938), age sixty-six (66) for a Member attaining age sixty-two (62) after December 31, 1999, and before January 1, 2017 (i.e., born after December 31, 1937, but before January 1, 1955), and age sixty-seven (67) for a Member attaining age sixty-two (62) after December 31, 2016 (i.e., born after December 31, 1954).
(f) “415 Compensation” means the Member's compensation, within the meaning of Treas. Reg. § 1.415-2(d)(1) and (2), for a Limitation Year from the Company and all Affiliated Employers, including, to the extent includible in gross income, the Member’s wages, salary, and other amounts (including fringe benefits, reimbursements, expense allowances, vacation pay, and long-term disability benefits) received or made available or, as applicable, accrued for personal services actually rendered, earned income from sources outside the United States whether or not excluded from taxable gross income, non-deductible moving expenses paid on behalf of or reimbursed to the Member, non-qualified stock options taxable in the year granted, and, as applicable, amounts previously not included which are earned but not paid in such period because of the timing of pay periods and pay days but are paid during the first few weeks following the end of such period, but excluding deferred compensation, stock options and other distributions that receive special tax benefits. In addition, 415 Compensation also includes any amounts deferred pursuant to Section 402(g)(3) of the Code, excludable from the gross income of the Member pursuant to Section 125 of the Code, and qualified transportation fringe benefits described in Section 132(f)(4) of the Code.
SECTION 15.2. Maximum Projected Benefit In no event may a Member’s Projected Annual Benefit under Defined Benefit Plans for any Limitation Year exceed the amount prescribed by Section 415 of the Code. For purposes of determining the Projected Annual Benefit payable, subject to the adjustments hereinafter set forth, the Projected Annual Benefit of a Member who completes at least ten (10) Years of Service and to whom payments commence on or after his or her Social Security Retirement Age at any time within a Limitation Year shall not exceed the lesser of:
(a) One Hundred Sixty Thousand Dollars ($160,000) or such indexed amount as shall be prescribed by the Secretary of the Treasury as of the first day of a Limitation Year in accordance with Section 415(b) of the Code; or
(b) One hundred percent (100%) of the Member’s highest average annual 415 Compensation determined over three (3) years of employment in which such average is highest; or
(c) Notwithstanding the foregoing, if the Member has never participated in any Defined Contribution Plans, his or her Projected Annual Benefit shall be not less than Ten
Thousand Dollars ($10,000) or such proportional amount thereof as shall be applicable because fewer than ten (10) Years of Service have been completed.
(d) If the applicable Section 415 limits are increased after a benefit is in pay status by virtue of an adjustment to those limits reflecting a change in the cost of living index, benefit payments to a Member shall be increased automatically to the maximum extent permitted under the revised limits. In addition, if the applicable Section 415 limits are increased after a Member’s termination of employment, a Member’s Accrued Benefit shall be increased automatically to the maximum extent permitted under the revised limits. These increases shall occur only to the extent it would not cause the benefit to exceed the benefit to which the Member would have been entitled in the absence of the Section 415 limits.
SECTION 15.3. Interpretation This Section shall be interpreted in accordance with regulations under Section of 415 of the Code, and any applicable dollar limitations (whether higher or lower than the amounts specifically stated herein) imposed by such legislation if different from the dollar amounts specified herein shall be incorporated herein and shall supersede such stated dollar amounts as though the Plan had been amended accordingly. In the event that under any statute, regulation or ruling the conditions of this Section are no longer required for the Plan to comply with the requirements of Section 401 (or any other provisions with respect to qualification for tax exemption of retirement plans and trusts) of the Code, such conditions shall immediately become void and shall no longer apply without the necessity of an amendment to the Plan.
ARTICLE XVI
PARTICIPANTS IN PREDECESSOR PLANS
SECTION 16.1. No Duplication of Benefits Except as may be expressly provided to the contrary in the Plan, the amount and form of retirement benefits provided to a Member under the Plan shall be in lieu of any such benefits payable to such Member or his or her Beneficiary under the terms of any Predecessor Plan for any service with The Dun & Bradstreet Corporation prior to the Effective Date or any business entity merged into or otherwise acquired by The Dun & Bradstreet Corporation prior to January 1, 1985; provided, however, if any amounts are payable with respect to Service with such a merged or acquired business from a source other than the Fund, such benefits shall reduce the amount of any benefit payable to such Member or his or her Beneficiary for such Service under the Plan, the Prior Plan or The Dun & Bradstreet Retirement Account as in effect from and after January 1, 1985, whether or not such amounts are payable to the same person entitled to benefits under the Plan. Notwithstanding anything hereinabove to the contrary, entitlement of a Member or any Beneficiary to benefits under the Plan, the Prior Plan or The Dun & Bradstreet Retirement Account with respect to any period of Service with any business entity merged into or otherwise acquired by the Company prior to January 1, 1985, or any limitation on or reduction of benefits under the Plan as a result of such Service or otherwise shall continue to be determined in accordance with the schedule attached to the Predecessor Plan applicable to such Member or with the schedule, if any, applicable to such Predecessor Plan which was attached to and made a part of the Prior Plan prior to January 1, 1985.
SECTION 16.2. Payment of Integrated Amounts If any Member or his or her Beneficiary would have been entitled to a refund of any Integrated Amount under the terms of the Predecessor Plan, such Integrated Amount shall continue to be payable in accordance with the provisions of such Predecessor Plan, subject to the following:
(a) Unless a Member waives payment of such refund upon termination of Service (other than by death or retirement), any deferred benefits payable under the Plan to such Member or his or her Beneficiary shall be reduced by the Integrated Amount refunded. For purposes of computing such reduction, the actuarial value of the Normal Retirement Benefit payable at Normal Retirement Age calculated as of such date shall be reduced by the Integrated Amount distributed to such Member. If such Member is reemployed, he or she shall receive no credit for Service prior to the date of reemployment unless he or she repays to the Fund within five years of reemployment an amount equal to the amount received by him or her as a lump sum distribution plus interest at the rate earned by such Integrated Amount under the terms of such Predecessor Plan (not in excess of five percent (5%)) compounded annually; and
(b) Any Integrated Amount payable on the death of a Member (whether prior or subsequent to retirement) or his or her Beneficiary shall be payable only when there is no person thereafter entitled to any retirement benefits under the Plan and shall be reduced by the amount of any benefits previously paid to such Member or his or her Beneficiary under the Plan or Predecessor Plan.
ARTICLE XVII
TOP-HEAVY CONTINGENCY
SECTION 17.1. General Rule The provisions of this Article 17 shall apply only in a Plan Year in respect of which the Plan becomes top-heavy as herein defined and thereafter to the extent provided herein.
SECTION 17.2. Aggregation Group The Plan shall be considered to be top-heavy in any Plan Year if the aggregation group of which the Plan is required to be a part becomes top-heavy for such year; provided, however, the Plan shall not be considered to be top-heavy in such Plan Year if by the inclusion of additional plans permitted to be included in such required aggregation group the resulting permissive aggregation group is not top-heavy for such year.
(a) The required aggregation group as to the Plan shall include the Plan and any pension, profit sharing or stock bonus plan of the Company or any Affiliated Employer, its subsidiaries and any other corporation or entity under common control by or with the Company if such plan is intended to be a qualified plan under Section 401(a) of the Code, and either (i) includes or has included any Key Employee (as defined below) as a participant in the Plan Year for which a determination is being made or in the five (5) immediately preceding Plan Years or (ii) enables the Plan or any such plan to meet the anti-discrimination requirements or minimum participation standards applicable to qualified plans under the Code.
(b) The permissive aggregation group shall include plans in the required aggregation group and any other comparable plan of an Employer in the controlled group specified
in subparagraph (a) or to which such Employer contributes if such plan is intended to be qualified under Section 401(a) of the Code and continues to meet the anti-discrimination requirements and minimum participation standards of the Code when considered together with the plans in the required aggregation group.
A terminated or frozen plan shall be treated as part of the required or permissive aggregation group only in accordance with regulations promulgated under Code Section 416.
SECTION 17.3. Top-Heavy Definition A required aggregation group or a permissive aggregation group shall be considered to be top-heavy if, as of the applicable determination dates, the sum of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans in such group and the aggregate value of the accounts of Key Employees under all defined contribution plans in such group exceed sixty percent (60%) of the sum of such values for all Employees participating in or eligible for participation in such plans.
(a) The applicable determination date for each plan shall be the last day of its plan year which immediately precedes the plan year for which such plan is being tested or, in the case of a new plan, the last day of its first plan year.
(b) The present value of accrued benefits of Employees under each defined benefit plan shall be determined as of the plan’s most recent valuation date within the twelve (12) month period ending on the determination date (or, in the case of a new plan, as of the determination date) and shall be based upon the assumption that each Employee terminated his or her Service on the determination date with a fully vested accrued benefit on such date and elected a lump sum distribution in an amount equal to the present value of such benefit based upon the actuarial assumptions, mortality rates and assumed earnings used to maintain the plan’s minimum funding account as defined in Section 412 of the Code. If the plans in the required aggregation group use different actuarial assumptions for purposes of determining the present value of cumulative accrued benefits, (i) for Key Employees, the actuarial assumptions used shall be the actuarial funding assumptions used to maintain the funding standard account under a selected plan in the required aggregation group, computed as if the Member voluntarily terminated Service as of the most recent valuation date, and (ii) for Members who are not Key Employees, the actuarial assumptions used shall be such assumptions so that the benefit shall accrue not more rapidly than the slowest accrual rate permitted under Section 411(b)(1)(C) of the Code.
(c) With respect to a defined contribution plan which is included in the required aggregation group or permissive aggregation group, the sum of a Member’s aggregate value of account balances attributable to employer and employee contributions under such plans as of the most recent valuation date under the plan ending within the twelve (12) month period ending on the applicable determination date shall be adjusted for contributions due as of such determination date. If the Plan is not subject to the funding requirements of Section 412 of the Code, the adjustment is the amount of contributions actually made after the valuation date and on or before the determination date and, in the first plan year of any plan, also shall include contributions allocated as of a date in such plan year but made after the determination date. If a plan is subject to the funding requirements of Section 412 of the Code, a Member’s account balance shall include contributions not yet required to be contributed, but which would be allocated as of a date not later
than the determination date, and the adjustment shall reflect any contributions made or due after the valuation date but prior to the expiration of the extended payment period of Section 412(c)(10) of the Code.
(d) Present value shall also include any related rollovers and transfers. A determination as to whether a rollover or transfer is related or unrelated shall be made in accordance with the Code and applicable Treasury Regulations.
(e) The present values of accrued benefits and the values of accounts used in the sixty percent (60%) calculation described herein shall be increased by all distributions made within the five (5) year period ending on the determination date to Employees covered by plans in the aggregation group.
(f) Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.
(g) Notwithstanding the foregoing, the present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period." The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.
SECTION 17.4. Key Employee The term key employee means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $ 130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $ 150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.
SECTION 17.5. Non-key Employee A non-key Employee shall be any Employee who is not a Key Employee.
SECTION 17.6. Minimum Benefit Provision In the event the Plan becomes top-heavy for any Plan Year, all plans in the required aggregation group will also be top-heavy for such year and all non-key Employees will be participating in more than one (1) top-heavy plan. In such event there shall be provided to each non-key Employee a minimum benefit under this Plan equal to:
(a) an annual retirement benefit (with no ancillary benefits) commencing at normal retirement at or after age sixty-five (65) equal to three percent (3%) of his or her average annual compensation for each Year of Service from and after December 31, 1983 during which the Prior Plan or The Dun & Bradstreet Retirement Account was top-heavy, excluding any such Service in excess of ten (10) years; minus
(b) the amount of such retirement benefit which could be purchased for such Employee by application of all amounts allocated to his or her accounts under each defined contribution plan of the Company or an Affiliated Employer as the result of Employer contributions and forfeitures for all Plan Years during which such Employee was a participant, but excluding any such allocations which were forfeited by such Employee. The determination of the amount of such retirement benefit which could be purchased for each non-key Employee shall be made by the Company’s independent actuaries as of the date of such Employee’s termination of Service and shall utilize the earnings and actuarial assumptions most recently published by the Pension Benefit Guaranty Corporation.
(c) Average annual compensation of a non-key Employee for purposes of the foregoing shall mean his or her average annual aggregate compensation, as determined under Section 415(c)(3) of the Code, for the five (5) consecutive years of his or her Service resulting in the highest such average, or for the actual years of his or her Service if fewer than five (5). For purposes hereof, the term average annual compensation shall not include such compensation after the last Plan Year in which a plan is a top-heavy plan or a super top-heavy plan.
Any benefit which is payable as other than a life annuity, or which commences at other than the Member’s Normal Retirement Date shall be adjusted to an amount which is actuarially equivalent to such benefit. For purposes hereof, such Actuarially Equivalent determination shall be based on such actuarial assumptions set forth in Section 1.2.
SECTION 17.7. Vesting Provision Notwithstanding any provision in the Plan to the contrary, if the Plan becomes top-heavy in any Plan Year the accrued benefits of all Employees in active service from and after such year shall vest and become nonforfeitable after three (3) Years of Vesting Service. If the Plan is no longer top-heavy in a later Plan Year, the foregoing vesting schedule shall continue to apply with respect to all Employees having three (3) or more Years of Vesting Service, but shall no longer apply to Employees with less than three (3) Years of Vesting Service except to the extent their benefits have already vested by application of such schedule.
SECTION 17.8. Interpretation The foregoing provisions of this Article 17 are intended to conform the Plan to the requirements of Section 416 of the Code and any regulations, rulings or other pronouncements issued pursuant thereto, and shall be construed accordingly. In
the event that under any statute, regulation or ruling all or a portion of the conditions of this Section are no longer required for the Plan to comply with the requirements of Section 401 of the Code (or any other provisions with respect to qualification for tax exemption of retirement plans and trusts), to the extent possible such conditions shall become void and shall no longer apply without the necessity of an amendment to the Plan.
ARTICLE XVIII
MISCELLANEOUS
SECTION 18.1. Limitation on Distributions Notwithstanding any provision of this Plan regarding payment to Beneficiaries or Members, or any other person, the Management Benefits and Compensation Committee may withhold payment to any person if the Management Benefits and Compensation Committee determines that such payment may expose the Plan to conflicting claims for payment. As a condition for any payments, the Management Benefits and Compensation Committee may require such consent, representations, releases, waivers or other information as it deems appropriate. To the extent required by law, the Management Benefits and Compensation Committee shall comply with the terms of any judgment or other judicial decree, order, settlement or agreement including, but not limited to, a “qualified domestic relations order,” as such term is defined in Code Section 414(p).
SECTION 18.2. Exclusive Benefit; Limitation on Reversion of Contributions Except as provided in subsections (a) through (c) below, Employer contributions made under the Plan will be held for the exclusive benefit of Members or Beneficiaries and may not revert to the Employer.
(a) A contribution made by the Employer under a mistake of fact may be returned to the Employer within one (1) year after it is contributed to the Plan.
(b) A contribution conditioned on the Plan’s initial qualification under Sections 401(a) and 501(a) of the Code may be returned to the Employer, if the Plan does not qualify, within one (1) year after the date the Plan is denied qualification.
(c) A contribution conditioned upon its deductibility under Section 404 of the Code may be returned, to the extent the deduction is disallowed, to the Employer within one (1) year after the disallowance.
The maximum contribution that may be returned to the Employer will not exceed the amount actually contributed to the Plan, or the value of such contribution on the date it is returned to the Employer, if less.
SECTION 18.3. Voluntary Plan The Plan is purely voluntary on the part of the Employer and neither the establishment of the Plan nor any Plan amendment nor the creation of any fund or account, nor the payment of any benefits will be construed as giving any Employee or any person legal or equitable right against the Employer, any trustee or other agent, or the Management Benefits and Compensation Committee unless specifically provided for in this Plan or conferred by affirmative action of the Management Benefits and Compensation Committee or the Employer according to the terms and provisions of this Plan (or required by law). Such actions
will not be construed as giving any Employee or Member the right to be retained in the service of the Employer. All Employees and/or Members will remain subject to discharge to the same extent as though this Plan had not been established.
SECTION 18.4. Nonalienation of Benefits Members and Beneficiaries are entitled to all the benefits specifically set out under the terms of the Plan, but neither those benefits nor any of the property rights in the Plan are assignable or distributable to any creditor or other claimant of a Member or Beneficiary. A Member will not have the right to anticipate, assign, pledge, accelerate, or in any way dispose of or encumber any of the monies or benefits or other property that may be payable or become payable to such Member or his or her Beneficiary; provided, however, the Committee shall recognize and comply with a valid qualified domestic relations order, as defined in Section 414(p) of the Code.
SECTION 18.5. Inability to Receive Benefits If the Management Benefits and Compensation Committee receives evidence that a person entitled to receive any payment under the Plan is physically or mentally incompetent to receive payment and to give a valid release, and another person or any institution is maintaining or has custody of such person, and no guardian, committee, or other representative of the estate of such person has been duly appointed by a court of competent jurisdiction, then any distribution made under the Plan may be made to such other person or institution. The release of such other person or institution will be a valid and complete discharge for the payment of such distribution.
SECTION 18.6. Missing Persons If, after reasonable and diligent effort, the Management Benefits and Compensation Committee is unable to locate a Member, the distribution due such person will be forfeited after five (5) years. In the event that a distribution is due a Beneficiary and the Management Benefits and Compensation Committee, after reasonable and diligent effort, is unable to locate the Beneficiary, then (a) where a contingent Beneficiary has been designated in accordance with the terms of the Plan, the benefit shall be payable to the contingent Beneficiary, and such non-locatable Beneficiary shall have no further claim or interest hereunder, and (b) if no contingent Beneficiary has been designated or, if designated, the contingent Beneficiary cannot be located after reasonable and diligent effort, the distribution due such Beneficiary (or contingent Beneficiary) will be forfeited after five (5) years. If, however, such Member, Beneficiary or contingent Beneficiary, as the case may be, later files a claim for such benefit, the benefit will be reinstated without any interest earned thereon. Notification by certified or registered mail to the last known address of the Member, Beneficiary or contingent Beneficiary, as the case may be, will be deemed a reasonable and diligent effort to locate such person.
SECTION 18.7. Limitation of Third Party Rights Nothing expressed or implied in the Plan is intended or will be construed to confer upon or give to any person, firm, or association other than the Employer, the Members or Beneficiaries, and their successors in interest, any right, remedy, or claim under or by reason of this Plan except pursuant to a “qualified domestic relations order,” as such term is defined in Code Section 414(p).
SECTION 18.8. Invalid Provisions If any provision of this Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan.
The Plan will be construed and enforced as if the illegal and invalid provisions had never been included.
SECTION 18.9. Use and Form of Words Whenever any words are used herein in the masculine gender, they will be construed as though they were also used in the feminine gender in all cases where that gender would apply, and vice versa. Whenever any words are used herein in the singular form, they will be construed as though they were also used in the plural form in all cases where the plural form would apply, and vice versa.
SECTION 18.10. Headings Headings to Articles and Sections are inserted solely for convenience and reference, and in the case of any conflict, the text, rather than the headings, shall control.
SECTION 18.11. Governing Law The Plan will be governed by and construed according to the federal law governing employee benefit plans qualified under the Code and according to the laws of the state of New York (where such laws are not preempted by federal law).
SECTION 18.12. Funding-Related Benefit Restrictions
(a) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 80 Percent or If the Company Is In Bankruptcy.
(1) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 80 Percent, But Not Less Than 60 Percent. Notwithstanding any other provisions of the Plan, if the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 80 percent (or would be less than 80 percent to the extent described in subparagraph (B) below) but is not less than 60 percent, then the limitations set forth in this Section 18.12(a)(1) apply.
(A) 50 Percent Limitation on Single Sum Payments, Other Accelerated Forms of Distribution, and Other Prohibited Payments. A Member or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, unless the present value of the portion of the benefit that is being paid in a prohibited payment does not exceed the lesser of: (x) 50 percent of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment; or (y) 100 percent of the PBGC maximum benefit guarantee amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the Treasury Regulations). The limitation set forth in this Section 18.12(a)(1)(A) does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Member. If an optional form of benefit that is otherwise
available under the terms of the Plan is not available to a Member or Beneficiary as of the annuity starting date because of the application of the requirements of this Section 18.12(a)(1)(A), the Member or Beneficiary is permitted to elect to bifurcate the benefit into unrestricted and restricted portions (as described in Section 1.436-1(d)(3)(iii)(D) of the Treasury Regulations). The Member or Beneficiary may also elect any other optional form of benefit otherwise available under the Plan at that annuity starting date that would satisfy the 50 percent/PBGC maximum benefit guarantee amount limitation described in this Section 18.12(a)(1)(A), or may elect to defer the benefit in accordance with any general right to defer commencement of benefits under the Plan.
(B) Plan Amendments Increasing Liability for Benefits. No amendment to the Plan that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable shall take effect in a Plan Year if the adjusted funding target attainment percentage for the Plan Year is: (i) Less than 80 percent; or (ii) 80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in determining the adjusted funding target attainment percentage. The limitation set forth in this Section 18.12(a)(1)(B) does not apply to any amendment to the Plan that provides a benefit increase under a Plan formula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in the average wages of Members covered by the amendment.
(b) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 60 Percent. Notwithstanding any other provisions of the Plan, if the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 60 percent (or would be less than 60 percent to the extent described in Section 18.12(b)(2) below), then the limitations in this Section 18.12(b) apply.
(1) Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited Payments Not Permitted. A Member or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment. The limitation set forth in this Section 18.12(b)(1) does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Member.
(2) Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not Permitted to Be Paid. An unpredictable contingent event benefit with
respect to an unpredictable contingent event occurring during a Plan Year shall not be paid if the adjusted funding target attainment percentage for the Plan year is: (1) Less than 60 percent; or (2) 60 percent or more, but would be less than 60 percent if the adjusted funding target attainment percentage were redetermined applying an actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100 percent.
(3) Benefit Accruals Frozen. Benefit accruals under the plan shall cease as of the applicable section 436 measurement date. In addition, if the Plan is required to cease benefit accruals under this Section 18.12(b)(3), then the Plan is not permitted to be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or establishment of new benefits.
(c) Limitations Applicable If the Company Is In Bankruptcy. Notwithstanding any other provisions of the Plan, a Member or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date that occurs during any period in which the Company is a debtor in a case under title 11, United States Code, or similar Federal or State law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100 percent. In addition, during such period in which the Company is a debtor, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, except for payments that occur on a date within a Plan year that is on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100 percent. The limitation set forth in this paragraph does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Member.
(d) Provisions Applicable After Limitations Cease to Apply.
(1) Resumption of Prohibited Payments. If a limitation on prohibited payments under Section 18.12(a), (b) or (c) applied to the Plan as of a section 436 measurement date, but that limit no longer applies to the Plan as of a later section 436 measurement date, then that limitation does not apply to benefits with annuity starting dates that are on or after that later section 436 measurement date.
(2) Resumption of Benefit Accruals. If a limitation on benefit accruals under Section 18.12(b)(3) applied to the Plan as of a section 436 measurement date, but that limitation no longer applies to the plan as of a later section 436 measurement date, then benefit accruals shall resume prospectively and that limitation does not apply to benefit accruals that are based on service on or after that later section 436 measurement date, except as otherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation and the prohibition on double proration under Department of Labor regulation 29 CFR § 2530.204-2(c) and (d).
(3) Shutdown and Other Unpredictable Contingent Event Benefits. If an unpredictable contingent event benefit with respect to an unpredictable contingent event that occurs during the Plan Year is not permitted to be paid after the occurrence of the event because of the limitation of Section 18.12(b)(2), but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Section 1.436-1(g)(5)(ii)(B) of the Treasury Regulations), then that unpredictable contingent event benefit shall be paid, retroactive to the period that benefit would have been payable under the terms of the Plan (determined without regard to Section 18.12(b)(2)). If the unpredictable contingent event benefit does not become payable during the Plan Year in accordance with the preceding sentence, then the Plan is treated as if it does not provide for that benefit.
(4) Treatment of Plan Amendments That Do Not Take Effect. If a Plan amendment does not take effect as of the effective date of the amendment because of the limitation of Section 18.12(a)(1)(B), but is permitted to take effect later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Section 1.436-1(g)(5)(ii)(C) of the Treasury Regulations), then the Plan amendment must automatically take effect as of the first day of the Plan Year (or, if later, the original effective date of the amendment). If the Plan amendment cannot take effect during the same Plan Year, then it shall be treated as if it were never adopted, unless the Plan amendment provides otherwise.
(e) Notice Requirement. Written notices required by Section 101(j) of ERISA shall be provided to Members and Beneficiaries within 30 days after certain specified dates if the Plan has become subject to a limitation described in Section 18.12(a), (b) or (c).
(f) Methods to Avoid or Terminate Benefit Limitations. See Section 436(b)(2), (c)(2), (e)(2), and (f) of the Code and Section 1.436-1(f) of the Treasury Regulations for rules relating to employer contributions and other methods to avoid or terminate the application of the limitations set forth in Sections 18.12(a) through (c) for a Plan Year. In general, the methods the Company may use to avoid or terminate one or more of the benefit limitations under Section 18.12 (a) through (c) for a Plan Year include employer contributions and elections to increase the amount of Plan assets which are taken into account in determining the adjusted funding target attainment percentage, making an employer contribution that is specifically designated as a current year contribution that is made to avoid or terminate application of certain of the benefit limitations, or providing security to the Plan.
(g) Special Rules.
(1) Rules of Operation for Periods Prior to and After Certification of Plan’s Adjusted Funding Target Attainment Percentage.
(A) In General. Section 436(h) of the Code and Section 1.436-1(h) of the Treasury Regulations set forth a series of presumptions that apply
(1) before the Plan’s enrolled actuary issues a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year and (2) if the Plan’s enrolled actuary does not issue a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan year (or if the Plan’s enrolled actuary issues a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but does not issue a certification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year). For any period during which a presumption under Section 436(h) of the Code and Section 1.436-1(h) of the Treasury Regulations applies to the Plan, the limitations under Sections 18.12(a) through (c) are applied to the Plan as if the adjusted funding target attainment percentage for the Plan Year were the presumed adjusted funding target attainment percentage determined under the rules of Section 436(h) of the Code and Section 1.436-1(h)(1), (2), or (3) of the Treasury Regulations. These presumptions are set forth in Section 18.12(g)(2) through (4).
(B) Presumption of Continued Underfunding Beginning First Day of Plan Year. If a limitation under Section 18.12(a), (b) or (c) applied to the Plan on the last day of the preceding Plan Year, then, commencing on the first day of the current Plan year and continuing until the Plan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan year, or, if earlier, the date Section 18.12(g)(3) or Section 18.12(g)(4) applies to the Plan: (1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding target attainment percentage in effect on the last day of the preceding Plan Year; and (2) The first day of the current Plan Year is a section 436 measurement date.
(C) Presumption of Underfunding Beginning First Day of 4th Month. If the Plan’s enrolled actuary has not issued a certification of the adjusted funding target attainment percentage for the Plan Year before the first day of the 4th month of the Plan Year and the Plan’s adjusted funding target attainment percentage for the preceding Plan Year was either at least 60 percent but less than 70 percent or at least 80 percent but less than 90 percent, or is described in Section 1.436-1(h)(2)(ii) of the Treasury Regulations, then, commencing on the first day of the 4th month of the current Plan Year and continuing until the Plan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, the date Section 18.12(g)(4) applies to the Plan: (1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan’s adjusted funding target attainment percentage for the preceding Plan Year reduced by 10 percentage points; and (2) The first day of the 4th month of the current Plan Year is a section 436 measurement date.
(D) Presumption of Underfunding On and After First Day of 10th Month. If the Plan’s enrolled actuary has not issued a certification of the
adjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan’s enrolled actuary has issued a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but has not issued a certification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year), then, commencing on the first day of the 10th month of the current Plan Year and continuing through the end of the Plan Year: (1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60 percent; and (2) The first day of the 10th month of the current Plan Year is a section 436 measurement date.
(2) Plan Termination, Certain Frozen Plans, and Other Special Rules.
(A) Plan Termination. The limitations on prohibited payments in Sections 18.12(a), (b) and (c) do not apply to prohibited payments that are made to carry out the termination of the Plan in accordance with applicable law. Any other limitations under this Section 18.12(a) do not cease to apply as a result of termination of the Plan.
(B) Exception to Limitations on Prohibited Payments Under Certain Frozen Plans. The limitations on prohibited payments set forth in Sections 18.12(a), (b) and (c) do not apply for a Plan Year if the terms of the Plan, as in effect for the period beginning on September 1, 2005, and continuing through the end of the Plan Year, provide for no benefit accruals with respect to any Members. This Section 18.12(g)(2)(B) shall cease to apply as of the date any benefits accrue under the Plan or the date on which a Plan amendment that increases benefits takes effect.
(C) Special Rules Relating to Unpredictable Contingent Event Benefits and Plan Amendments Increasing Benefit Liability. During any period in which none of the presumptions under Section 18.12(g)(1) apply to the Plan and the Plan’s enrolled actuary has not yet issued a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year, the limitations under Section 18.12(a) and 18.12(b) shall be based on the inclusive presumed adjusted funding target attainment percentage for the Plan, calculated in accordance with the rules of Section 1.436-1(g)(2)(iii) of the Treasury Regulations.
(3) Special Rules Under PRA 2010.
(A) Payments Under Social Security Leveling Options. For purposes of determining whether the limitations under Section 18.12(a) or (b) apply to payments under a social security leveling option, within the meaning of Section 436(j)(3)(C)(i) of the Code, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years” under Section 436(j)(3) of the
Code and any Treasury Regulations or other published guidance thereunder issued by the Internal Revenue Service.
(B) Limitation on Benefit Accruals. For purposes of determining whether the accrual limitation under Section 18.12(b)(3) applies to the Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years” under Section 436(j)(3) of the Code (except as provided under section 203(b) of the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, if applicable).
(4) Interpretation of Provisions. The limitations imposed by this Section 18.12 shall be interpreted and administered in accordance with Section 436 of the Code and Section 1.436-1 of the Treasury Regulations.
(h) Definitions. The definitions in the following Treasury Regulations apply for purposes of this Section 18.12: Section 1.436-1(j)(1) defining adjusted funding target attainment percentage; Section 1.436-1(j)(2) defining annuity starting date; Section 1.436-1(j)(6) defining prohibited payment; Section 1.436-1(j)(8) defining section 436 measurement date; and Section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable contingent event benefit.
(i) Effective Date. The rules in this Section 18.12 are effective for Plan Years beginning after December 31, 2007.
MOODY’S CORPORATION
RETIREMENT ACCOUNT
Amended and Restated as of January 1, 2021
Table of Contents
Page
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ARTICLE I DEFINITIONS
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1
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SECTION 1.1. “Accrued Benefit”
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1
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SECTION 1.2. “Actuarial Equivalent Value”
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1
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SECTION 1.3. “Actuary”
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2
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SECTION 1.4. “Affiliated Employer”
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2
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SECTION 1.5. “Ameritech”
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2
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SECTION 1.6. “Average Final Compensation”
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2
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SECTION 1.7. “Beneficiary”
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2
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SECTION 1.8. “Benefit Commencement Date”
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3
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SECTION 1.9. “Board of Directors”
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3
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SECTION 1.10. “Change in Control”
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3
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SECTION 1.11. “Code”
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4
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SECTION 1.12. “Company”
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4
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SECTION 1.13. “Company Credits”
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4
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SECTION 1.14. “Compensation”
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4
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SECTION 1.15. “Computation Period”
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5
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SECTION 1.16. “Credited Service”
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5
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SECTION 1.17. “Deferred Vested Benefit”
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5
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SECTION 1.18. “Defined Benefit Dollar Limitation”
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5
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SECTION 1.19. “Early Retirement Benefit”
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5
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SECTION 1.20. “Early Retirement Date”
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5
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SECTION 1.21. “Effective Date”
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6
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SECTION 1.22. “Eligibility Service”
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6
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SECTION 1.23. “Eligible Employee”
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6
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SECTION 1.24. “Employee”
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6
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SECTION 1.25. “Employer”
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6
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SECTION 1.26. “Employment Commencement Date”
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6
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SECTION 1.27. “ERISA”
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6
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SECTION 1.28. “Former Employee”
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7
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SECTION 1.29. “Frozen Accrued Benefit”
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7
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SECTION 1.30. “Fund”
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7
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SECTION 1.31. “Grandfather Benefit Amount”
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7
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SECTION 1.32. “Highly Compensated Employee”
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7
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SECTION 1.33. “Hour of Service”
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7
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SECTION 1.34. “Integrated Amount”
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8
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SECTION 1.35. “Interest Credit”
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8
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SECTION 1.36. “Leased Employee”
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8
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SECTION 1.37. “Limitation Year”
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8
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SECTION 1.38. “Management Benefits and Compensation Committee”
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8
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SECTION 1.39. “Member”
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8
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SECTION 1.40. “Minimum Benefit”
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8
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SECTION 1.41. “Named Fiduciary”
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9
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SECTION 1.42. “Normal Retirement Age”
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9
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SECTION 1.43. “Normal Retirement Benefit”
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9
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SECTION 1.44. “Normal Retirement Date”
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9
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SECTION 1.45. “Opening Balance”
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9
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SECTION 1.46. “Partnership”
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9
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SECTION 1.47. “Period of Service”
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9
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SECTION 1.48. “Period of Severance”
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9
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SECTION 1.49. “Plan”
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9
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SECTION 1.50. “Plan Sponsor”
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9
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SECTION 1.51. “Plan Year”
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10
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SECTION 1.52. “Postponed Retirement Benefit”
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10
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SECTION 1.53. “Postponed Retirement Date”
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10
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SECTION 1.54. “Predecessor Plan”
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10
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SECTION 1.55. “Prior Plan”
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10
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SECTION 1.56. “Qualified Joint and Survivor Annuity”
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10
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SECTION 1.57. “Re-employment Commencement Date”
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10
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SECTION 1.58. “Retirement Account”
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10
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SECTION 1.59. “Service”
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10
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SECTION 1.60. “Severance Date”
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10
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SECTION 1.61. “Spouse”
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11
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SECTION 1.62. “Trust”
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11
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SECTION 1.63. “Trustee”
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11
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SECTION 1.64. “Vesting Service”
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11
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SECTION 1.65. “Year of Service”
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11
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ARTICLE II SERVICE COUNTING RULES
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11
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SECTION 2.1. Hours of Service General Rule
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11
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SECTION 2.2. Eligibility Service
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12
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SECTION 2.3. Vesting Service - General Rule:
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12
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SECTION 2.4. Credited Service
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13
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ARTICLE III MEMBERSHIP AND TRANSFERS
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14
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SECTION 3.1. Eligibility
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14
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SECTION 3.2. Eligibility upon Re-employment
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14
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SECTION 3.3. Termination of Membership
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15
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SECTION 3.4. Suspension of Membership
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15
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SECTION 3.5. Restoration of Membership after Suspension
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15
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ARTICLE IV BENEFIT AMOUNTS
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15
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SECTION 4.1. Accrued Benefit
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15
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SECTION 4.2. Early Retirement Benefit
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16
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SECTION 4.3. Retirement Account
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17
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SECTION 4.4. Opening Balance
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17
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SECTION 4.5. Company Credits
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18
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SECTION 4.6. Monthly Allocation of Company Credits
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18
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SECTION 4.7. Interest Credits
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18
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SECTION 4.8. Preservation of Accrued Benefit of Prior Plan
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19
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SECTION 4.9. Grandfather Benefit Amount
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19
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SECTION 4.10. Restoration of Retirement Account
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19
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ARTICLE V ENTITLEMENT TO BENEFITS
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20
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SECTION 5.1. Normal Retirement
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20
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SECTION 5.2. Postponed Retirement
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20
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SECTION 5.3. Early Retirement
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20
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SECTION 5.4. Disability
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20
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SECTION 5.5. Termination of Employment
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20
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SECTION 5.6. Vesting on Plan Termination
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21
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SECTION 5.7. Death
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21
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SECTION 5.8. Suspension of Benefits
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21
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SECTION 5.9. USERRA
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22
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ARTICLE VI DEATH BENEFITS
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22
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SECTION 6.1. Payment of Death Benefits
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22
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SECTION 6.2. Designation of Beneficiary
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23
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SECTION 6.3. Benefit Commencement
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23
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SECTION 6.4. Spousal Death Benefit
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23
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ARTICLE VII DISABILITY
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24
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SECTION 7.1. Disability Retirement
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24
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SECTION 7.2. Immediate Benefit
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24
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SECTION 7.3. Deferred Benefit
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24
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SECTION 7.4. Disability Company Credits
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24
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ARTICLE VIII PAYMENT OF BENEFIT
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25
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SECTION 8.1. Date of Payment Commencement
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25
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SECTION 8.2. Required Commencement at Age 72
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25
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SECTION 8.3. Normal Form of Benefit
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29
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SECTION 8.4. Right to Elect Alternate Form of Benefit
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29
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SECTION 8.5. Form of Election
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29
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SECTION 8.6. Optional Forms of Retirement Benefit
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30
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SECTION 8.7. Beneficiary(ies)
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32
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SECTION 8.8. Lump Sum Payment
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32
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SECTION 8.9 Direct Rollover Treatment for Certain Distributions
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32
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SECTION 8.9 Retroactive Benefit Commencement Dates
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33
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ARTICLE IX FUNDING
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34
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SECTION 9.1. Funding Policy
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34
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SECTION 9.2. Trust Fund
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34
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SECTION 9.3. Non-Diversion of the Fund
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34
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SECTION 9.4. Rights of Members and Others
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35
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SECTION 9.5. Contingent Nature of Contributions
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35
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ARTICLE X PLAN ADMINISTRATION
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35
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SECTION 10.1. Named Fiduciary.
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35
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SECTION 10.2. Allocation of Duties.
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35
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SECTION 10.3. Authority.
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35
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SECTION 10.4. Action.
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35
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SECTION 10.5. Fiduciary Capacity.
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36
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SECTION 10.6. Determination of Benefits and Benefit Claims Procedures
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36
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ARTICLE XI MERGERS, CONSOLIDATIONS AND ASSETS OR LIABILITY TRANSFERS
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36
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SECTION 11.1. Mergers, Consolidations and Transfers
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37
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ARTICLE XII AMENDMENT OF PLAN
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37
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SECTION 12.1. Right to Amend the Plan
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37
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SECTION 12.2. Prior Plan Provisions
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37
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SECTION 12.3. Plan Qualification
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37
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ARTICLE XIII TERMINATION OF THE PLAN
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37
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SECTION 13.1. Right to Terminate The Plan
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37
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SECTION 13.2. Vesting Upon Plan Termination or Partial Termination
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38
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SECTION 13.3. Residual Assets Returned to Company
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38
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SECTION 13.4. Settlement of Termination Liabilities
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38
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ARTICLE XIV LIMITATION OF RETIREMENT BENEFITS
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38
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SECTION 14.1. Special Limitation for Twenty-Five Highest Paid
|
38
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SECTION 14.2. Exception To Special Limitations
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39
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SECTION 14.3. Plan Termination Limit
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39
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SECTION 14.4. Interpretation
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39
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ARTICLE XV LIMITATIONS ON BENEFITS
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39
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SECTION 15.1. Code Section 415 Limits
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39
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SECTION 15.2. Maximum Projected Benefit
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42
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SECTION 15.3. Interpretation
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43
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ARTICLE XVI PARTICIPANTS IN PREDECESSOR PLANS
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43
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SECTION 16.1. No Duplication of Benefits
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43
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SECTION 16.2. Payment of Integrated Amounts
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44
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ARTICLE XVII TOP-HEAVY CONTINGENCY
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44
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SECTION 17.1. General Rule
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44
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SECTION 17.2. Aggregation Group
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44
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SECTION 17.3. Top-Heavy Definition
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45
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SECTION 17.4. Key Employee
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46
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SECTION 17.5. Non-key Employee
|
46
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SECTION 17.6. Minimum Benefit Provision
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47
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SECTION 17.7. Vesting Provision
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47
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SECTION 17.8. Interpretation
|
47
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ARTICLE XVIII MISCELLANEOUS
|
48
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SECTION 18.1. Limitation on Distributions
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48
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SECTION 18.2. Exclusive Benefit; Limitation on Reversion of Contributions
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48
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SECTION 18.3. Voluntary Plan
|
48
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SECTION 18.4. Nonalienation of Benefits
|
49
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SECTION 18.5. Inability to Receive Benefits
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49
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SECTION 18.6. Missing Persons
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49
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SECTION 18.7. Limitation of Third Party Rights
|
49
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SECTION 18.8. Invalid Provisions
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49
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SECTION 18.9. Use and Form of Words
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50
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SECTION 18.10. Headings
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50
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SECTION 18.11. Governing Law
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50
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SECTION 18.12. Information Required in Writing
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50
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PROFIT PARTICIPATION PLAN
OF
MOODY’S CORPORATION
(amended and restated as of January 1, 2020)
Table of Contents
Page
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SECTION I Definitions
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1.1. Account
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1.2. Actual Deferral Percentage
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1.3. Affiliated Employer
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1.4. Beneficiary
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1.5. Board of Directors
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1.6. Change in Control
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1.7. Code
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1.8. Company
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1.9. Company Stock
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1.10. Compensation
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1.11. Contribution Percentage
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1.12. Corporation
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1.13. Earnings Per Share
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1.14. Eligible Employee
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1.15. Employee
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1.16. Employer
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1.17. ERISA
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1.18. ESOP Fund
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1.19. Excess Aggregate Contributions
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1.20. Fund
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1.21. Increase in Earnings Per Share
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1.22. Investment Manager
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1.23. Investment Plan After-Tax Contributions
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1.24. Investment Plan Before-Tax Contributions
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1.25. Investment Plan Contributions
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1.26. Management Benefits and Compensation Committee
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1.27. Matching Contributions of the Company
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1.28. Member
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1.29. Normal Retirement Age
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1.30. Participating After-Tax Contributions
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1.31. Participating Before-Tax Contributions
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1.32. Participating Contributions
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1.33. Plan
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1.34. Plan Year
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1.35. Post-2007 Member
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1.36. Profit Sharing Contribution
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1.37. Reemployment Commencement Date
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1.38. Retirement
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1.39. Retirement Contributions
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1.40. Rollover Contributions
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1.41. Roth Contributions
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1.42. Service
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1.43. Spouse
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1.44. Threshold
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1.45. Trustee
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1.46. Trust Fund
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1.47. Valuation Date
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1.48. Vesting Service
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1.49. Year of Eligibility Service
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SECTION II Eligibility
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SECTION III Contributions of Members
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SECTION IV Company Contributions and Allocation Among Members
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SECTION V The Trust Fund
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SECTION VI Investment Elections
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SECTION VII Voting and Tendering of Moody’s Corporation Common Stock;
Dividends
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SECTION VIII Vesting
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SECTION IX Distribution of Benefits
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SECTION X Administration of Plan and Management of Plan Assets
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SECTION XI Amendment or Termination
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SECTION XII Miscellaneous
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SECTION XIII Determination of Benefits and Benefit Claims Procedures
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SECTION XIV Limitations on Benefits
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SECTION XV Mergers, Consolidations and Assets or Liability Transfers
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SECTION XVI Top-Heavy Contingency
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PROFIT PARTICIPATION PLAN OF MOODY’S CORPORATION
The Profit Participation Plan of Moody’s Corporation (the “Plan”) became effective as of the Effective Time, as such term is defined in the Employee Benefits Agreement entered into September 30, 2000, between The Dun & Bradstreet Corporation and The New D&B Corporation, following its adoption by the Board of Directors of Moody’s Corporation (the “Corporation”). The Plan was established as of the Effective Time by way of a spin-off of Members' accounts that were accrued under the Profit Participation Plan of Dun & Bradstreet Corporation and the Corporation's assumption of sponsorship of the spun-off plan. The Plan applies to all Employees who are in active service at the Effective Time. In general, the Plan as in effect prior to the effective date of any amendment will continue to apply to those who terminated employment prior to such date. The Plan is intended to be a profit-sharing plan which is qualified for favorable tax treatment pursuant to Section 401(a) and Section 401(k) of the Code.
The Plan is hereby amended and restated effective as of January 1, 2020. Except as otherwise specifically provided herein, a Member who is not an Employee at any time after January 1, 2020 shall be entitled to benefits, if any, under the Plan based upon the provisions of the Plan in effect on or prior to that date.
Effective as of January 1, 2008, the Plan has provided for additional contributions to employees who commence or recommence employment on or after date.
Effective as of January 1, 2008, the portion of the Plan invested in Company Stock shall constitute a stock bonus plan and an employee stock ownership plan (within the meaning of Code Section 4975(e)(7)) ("ESOP"). The ESOP portion of the Plan is intended to promote employee ownership. Accordingly, amounts held in the ESOP shall be invested exclusively in Company Stock except for cash or cash-equivalent investments held for the limited purpose of facilitating distributions from and investments in the ESOP Fund and paying Plan administrative expenses. The ESOP Fund is intended to be maintained as a feature of the Plan to the maximum extent permitted under the Employee Retirement Income Security Act of 1974, as amended from time to time.
SECTION I
DEFINITIONS
The following words and phrases as used herein have the following meaning unless a different meaning is plainly required by the context:
1.1.Account means an account maintained for each Member as described in Section 5.3 of the Plan and any subaccount as may be established thereunder.
1.2.Actual Deferral Percentage has the meaning ascribed to such term in Section 3.2 of the Plan.
1.3.Affiliated Employer means the Employer and any other entity, which is a member of a “controlled group of corporations,” a group under “common control,” or an “affiliated service group,” as determined in accordance with Section 414 of the Code.
1.4.Beneficiary means the person or persons, entity or entities (including a trust or trusts) or estate that shall be entitled to receive benefits payable pursuant to the provisions of this Plan due to the death of a Member.
1.5.Board of Directors means the Board of Directors of Moody’s Corporation. Any action authorized hereunder to be taken by the Board of Directors may be also taken by a duly authorized committee of the Board of Directors or a duly authorized delegate of the Board of Directors or such a committee.
1.6.Change in Control means:
(a)Any “Person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities;
(b)during any period of twenty four (24) months (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than (i) a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (a), (c) or (d) of this Section), (ii) a director designated by any Person (including the Corporation) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which, if consummated, would constitute a Change in Control, or (iii) a director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities
of the Corporation representing ten percent (10%) or more of the combined voting power of the Corporation’s securities), whose election by the Board of Directors or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
(c)the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Corporation or such surviving entity; or
(d)the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.
1.7.Code means the United States Internal Revenue Code of 1986, as amended from time to time.
1.8.Company means Moody’s Corporation or any successor company, and such of its partially or wholly owned subsidiary companies as may, from time to time, be authorized by the Board of Directors or the Committee to participate in the Plan and which have adopted the Plan.
1.9.Company Stock means the common stock of Moody’s Corporation. All references in the Plan to “Company Stock”, “Moody’s Corporation Common Stock” and “Common Stock” refer to the common stock of Moody’s corporation, which is readily tradable on an established securities market
1.10.Compensation means the total amount received from an Employer by an Eligible Employee while he is a Member as salary, cash bonuses, commissions, overtime pay, fees, participation, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts voluntarily deferred or reduced by the Eligible Employee (a) under any employee benefit plan of the Company available to all levels of employees of the Company on a non-discriminatory basis upon satisfaction of eligibility requirements, including Participating Before-Tax Contributions and Investment Plan Before-Tax Contributions under this Plan, and (b) under any executive deferral plan of the Company (provided such amounts would not otherwise have been excluded had they not been deferred), but excluding any pension, retainers, severance pay, special stay-on bonus, income derived from stock options, stock appreciation rights and dispositions of stock acquired thereunder, payments dependent upon any contingency after the period of Service and other special remunerations (including performance units). In the case of an Eligible Employee hired on an extended
workweek basis, the amount of Compensation shall be the total remuneration received for such extended workweek. In the case of an Eligible Employee who is transferred to a nonparticipating subsidiary company during the Plan Year, the amount of Compensation shall be based upon the amount received by the Eligible Employee prior to such transfer. In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, the Compensation of each Eligible Employee taken into account under the Plan shall not exceed $200,000, as indexed under Section 401(a)(17) of the Code. If a determination period consists of fewer than twelve (12) months, the annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period and the denominator of which is twelve (12). If Compensation for any prior determination period is taken into account in determining an Eligible Employee’s contributions in the current Plan Year, the Compensation for that prior determination period is subject to the annual compensation limit in effect for that prior determination period.
1.11.Contribution Percentage has the meaning ascribed to such term in Section 4.8 of the Plan.
1.12.Corporation means Moody’s Corporation.
1.13.Earnings Per Share for any calendar year means the earnings per share of Common Stock outstanding of the Corporation for such year based on the consolidated statement of income of the Corporation and subsidiaries as certified by the Corporation’s independent accountants and as shown in the Corporation’s annual report to shareholders.
1.14.Eligible Employee means an Employee who is (a) any person who is in the employment of the Company, including officers, but excluding any person who serves only as a director, (b) any United States citizen who is in the employment of a “Foreign Affiliate” (as defined in Section 3121(1)(8) of the Code), provided that such person is covered by an agreement entered into by the Company under Section 3121(l) of the Code, and (c) any United States citizen who is in the employment of a “Domestic Subsidiary” (as defined in Section 407(a)(2) of the Code). Eligible Employee shall not include (i) any person in an employee group covered by a collective bargaining agreement between the Company and a collective bargaining agent unless such collective bargaining agreement makes provision for participation in the Plan for such employee group, (ii) any person engaged or employed as an independent contractor or a temporary employee, (iii) any person performing services for the Company as a leased employee, (iv) any Employee on temporary assignment to the United States who continues to participate in one or more retirement plans maintained by an Affiliated Employer, or (v) any limited duration Employee who commenced or recommenced employment with the Company or an Affiliated Employer on or after May 1, 2014. The term “temporary employee” shall include, but not be limited to, in-house temporary employees, co-ops and interns.
1.15.Employee means any person who is a common-law employee or a leased employee of the Company or an Affiliated Employer, any United States citizen who is employed by a “foreign affiliate” (as defined in Section 3121(l)(8) of the Code), provided that such person is covered by an agreement entered into by the Company under Section 3121(l) of the Code, and
any United States citizen who is employed by a “domestic subsidiary” as defined in Section 407(a)(2) of the Code.
1.16.Employer means, with respect to an Employee, the Company that employs such Employee.
1.17.ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
1.18.ESOP Fund means that portion of the Trust Fund to which are allocated assets held in Company Stock. The ESOP Fund was effective as of January 1, 2008.
1.19.Excess Aggregate Contributions has the meaning ascribed to such term in Section 4.8 of the Plan.
1.20.Fund means the Moody’s Company Common Stock Fund and each of the other investment funds designated, from time to time, by the Management Benefits and Compensation Committee, into which investment of the assets in Members’ Accounts may be directed.
1.21.Increase in Earnings Per Share means, for any Plan Year, the percentage increase in Earnings Per Share (including any earnings decrease as a minus amount) for said Plan Year over the immediately preceding Plan Year based upon Earnings Per Share for such year as restated in the annual report of the Company to shareholders for the Plan Year; provided, however, that, either the Board or the Committee may, in the discretion of either of them (it being understood that, in the event of inconsistent actions, the Board shall prevail), increase or decrease such Earnings Per Share for purposes of the Plan, to eliminate part or all of the effect of any charges or credits associated with items which are unusual in nature, infrequent in occurrence, related to corporate restructuring or reengineering efforts, or otherwise are deemed appropriate adjustments.
1.22.Investment Manager means an investment manager within the meaning of Section 3(38) of ERISA.
1.23.Investment Plan After-Tax Contributions mean contributions made by Members that were subject to income tax at the time they were made.
1.24.Investment Plan Before-Tax Contributions mean contributions made by Members that were not subject to income tax at the time they were made.
1.25.Investment Plan Contributions mean the sum of a Member’s Investment Plan After-Tax Contributions and Investment Plan Before-Tax Contributions for each Plan Year or other applicable period.
1.26.Management Benefits and Compensation Committee means the Management Benefits and Compensation Committee appointed pursuant to Section 10.1 of the Plan.
1.27.Matching Contributions of the Company mean the matching contributions made by the Company to the Fund pursuant to Section 4.1 of this Plan in respect of Participating After-Tax Contributions and Participating Before-Tax Contributions made by Members.
1.28.Member means any individual who has become a Member in accordance with Section 2 of the Plan and whose interest in the Trust Fund has not been completely distributed pursuant to Section 9 of the Plan.
1.29.Normal Retirement Age means the time a Member attains age sixty-five (65).
1.30.Participating After-Tax Contributions means contributions made by Members which are eligible for Matching Contributions and which were subject to income tax at the time they were made.
1.31.Participating Before-Tax Contributions means contributions made by Members which are eligible for Matching Contributions and which were not subject to income tax at the time they were made.
1.32.Participating Contributions means the sum of a Member’s Participating After-Tax Contributions and Participating Before-Tax Contributions for each Plan Year or other period.
1.33.Plan means this Profit Participation Plan as from time to time in effect.
1.34.Plan Year means the calendar year.
1.35.Post-2007 Member means an individual who becomes a Member in accordance with Section 2 and who commences or recommences employment with the Employer on or after January 1, 2008. In addition, Post-2007 Member includes any Employee of Moody's Evaluations, Inc. regardless of the date of such Employee's date of commencement or recommencement of employment (other than an Employee who continues to accrue benefits under the Moody's Corporation Retirement Account on or after January 1, 2008).
1.36.Profit Sharing Contribution means for Plan Years commencing prior to January 1, 2020, the annual contributions, if any, made by the Company pursuant to Section 4.3 of the January 1, 2018 version of the Plan.
1.37.Reemployment Commencement Date means the first date, following a termination of employment with the Company, that an Employee again performs an hour of compensated Service for an Employer, as determined in accordance with Section 1.42 hereof.
1.38.Retirement means the termination of employment of any Employee by “retirement,” including “early retirement,” in accordance with and as such terms are defined under the provisions of the Moody’s Corporation Retirement Account or the retirement plan or pension plan of any affiliate.
1.39.Retirement Contributions means any contributions made to the Trust Fund on behalf of a Post-2007 Member pursuant to Section 4.2 hereof.
1.40.Rollover Contributions means any contributions made to the Trust Fund on behalf of a Member pursuant to Section 5.4 hereof.
1.41.Roth Contributions means Member contributions that are: (a) designated irrevocably by the Member at the time of the cash or deferred election as a Roth Contribution that is being made in lieu of all or a portion of the Participating Before-Tax Contributions and/or Investment Plan Before-Tax Contributions or catch-up contributions the Member is otherwise eligible to make under the Plan, (b) treated by the Employer as includible in the Member’s income at the time the Member would have received that amount in cash if the Member had not entered into a salary reduction agreement; and (c) allocated to the Member’s Roth Contributions Account. Contributions and withdrawals of Roth Contributions shall be credited to the Member’s Roth Contributions Account, and the Plan shall maintain a record of the Member’s investment in the contract (i.e., Roth Contributions that have not been distributed). Gains, losses, and other credits and charges will be separately allocated on a reasonable and consistent basis to the Member’s Roth Contributions Account and the Member’s other Accounts under the Plan. Unless otherwise specified in the Plan, (i) Roth Contributions will be treated the same as Before-Tax Contributions for all purposes under the Plan, and (ii) references in the Plan to Before-Tax Contributions shall include Roth Contributions.
1.42.Service means the following:
(a)“Year of Eligibility Service” means the twelve (12) consecutive month period beginning on the commencement date of an Employee’s employment by the Company and ending on the first anniversary date of his employment date, provided the Employee has one thousand (1,000) hours of compensated Service during such period. If an Employee has less than one thousand (1,000) hours of compensated Service during such twelve (12) month period, Year of Eligibility Service means the first calendar year following the commencement date of an Employee’s employment by the Company during which the Employee has one thousand (1,000) hours of compensated Service and any subsequent calendar year. The commencement date of an Employee’s employment by the Company shall be the first day on which the Employee performs an hour of compensated Service for the Company. An hour of compensated Service shall include each hour or any part thereof for which an Employee is paid or entitled to be paid any Compensation by the Company, whether or not employment duties are performed and irrespective of whether the employment relationship has terminated, including vacation days, holidays, and non-working days due to illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. An hour of compensated Service shall also include each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the employing Company. In the case of any Employee who is paid or entitled to be paid Compensation with respect to any period during which the Employee performed no duties, the number of hours of compensated Service to be credited to such Employee and the computation period to which such hours of
compensated Service shall be credited shall be determined in accordance with applicable regulations of the United States Department of Labor under 29 Code of Federal Regulations, Part 2530, relating to minimum standards for employee benefit plans, as the same may be amended from time to time. In the case of an Employee who is paid a fixed salary and who is not entitled to compensation for overtime, each day of Service shall be counted as ten (10) hours of Service.
(b)“Vesting Service” means that the period of time between the commencement date of an Employee’s employment or reemployment by the Company and the date on which an interruption in such employment occurs. Vesting Service shall be counted in full years and in partial years, with each month or any part thereof counting as one-twelfth (1/12) of a year and with one (1) year of Vesting Service meaning twelve (12) months of Vesting Service. An interruption in an Employee’s employment shall occur on the date on which the Employee resigns, retires, is discharged or dies, or the first anniversary of the first date of a period in which the Employee is absent from the employment of the Company due to a leave of absence, layoff, holiday, vacation, disability or illness, whichever is the earliest. A break-in-service shall occur upon the expiration of one (1) year after the date an Employee’s Service is interrupted. The Vesting Service of an Employee shall not be broken by an interruption in his employment if his employment is resumed by the performance of an hour of compensated Service within one (1) year of the date of interruption. If an Employee with one (1) year or more of Vesting Service incurs a break-in-service equal to the greater of five (5) consecutive breaks-in-service or the number of years of Vesting Service as of his prior termination of employment, his Vesting Service prior to such break shall not be restored upon his reemployment by the Company. If an Employee’s employment with the Company is interrupted prior to the completion of one (1) year of Vesting Service, his Vesting Service prior to the break-in-service shall be disregarded upon any subsequent re-employment by the Company. In the case of an Employee who is absent due to pregnancy of the Employee, the birth of a child of an Employee, the placement of a child with the Employee in connection with the adoption of the child by the Employee, or for purposes of caring for such child immediately following the birth or placement of such child, the following rules shall apply: (i) the Employee’s Vesting Service shall not be interrupted until the earliest of the first anniversary of the commencement date of such absence or the date of the Employee’s resignation or death; and (ii) the period between the first anniversary and second anniversary of the commencement date of such absence shall not count as Vesting Service or as a period of severance.
(c)For purposes of calculating a Year of Eligibility Service and Vesting Service, (i) a period of authorized leave of absence for a purpose approved by the Management Benefits and Compensation Committee under uniform rules, or (ii) absence for the purpose of military service pursuant to the requirements of law or by enlistment for not longer than the minimum period required by law, shall be counted as Service if the Employee resumes his Service as an Employee at the end of such leave of absence or within the period prescribed by law for the exercise of reemployment rights. To the extent determined from time to time by the Board of Directors, Service shall also include
service as an employee of any other corporation, company or business which becomes related to the Company by purchase, acquisition, merger, consolidation or otherwise. Service shall also include service by a person in the employment of any corporation, the voting stock of which is eighty percent (80%) or more owned, directly or indirectly, by the Corporation commencing with the date of acquisition of such ownership, provided such service would have counted as Eligibility Service or Vesting Service, as applicable, had such person been an Employee of the Company during such period. Service shall also include service by a person in the employment of DonTech, an Illinois general partnership, and its subsidiary companies. In the case of any Employee employed by Wall Street Analytics, Inc. (subsequently renamed Moody’s Wall Street Analytics, Inc.) on December 18, 2006, Service shall also include the Employee’s period of employment with Wall Street Analytics, Inc. prior to December 18, 2006, for purposes of determining (i) eligibility to participate in the Plan (provided, however, that in no event may any such Employee become a Member prior to January 1, 2007), and (ii) vesting of benefits under Section VIII.
1.43.Spouse shall mean the spouse of a Member. Such determination shall be made based on the laws of the state where the marriage is initially established as provided in Revenue Ruling 2013-17.
1.44.Threshold means an Increase in Earnings Per Share equal to the greater of (i) ten percent (10%) or (ii) two percent (2%) in excess of targeted Earnings Per Share percentage growth for the Plan Year.
1.45.Trustee means a corporate trustee appointed by the Management Benefits and Compensation Committee pursuant to Section 10 of the Plan and any additional or substituted trustee or trustees of the Fund.
1.46.Trust Fund means the trust fund or trust funds established under the Plan to hold the assets of the Plan.
1.47.Valuation Date means, the every business day within the calendar year.
1.48.Vesting Service is defined in Sections 1.41(b) and (c).
1.49.Year of Eligibility Service is defined in Sections 1.41(a) and (c).
The masculine pronoun wherever used includes the feminine pronoun, and the singular includes the plural.
SECTION II
ELIGIBILITY
2.1Eligibility. Every Eligible Employee who was participating or eligible to participate in The Dun and Bradstreet Profit Participation Plan immediately prior to the Effective Time shall become a Member as of the Effective Time. Every other full-time Employee shall become eligible to participate in the Plan on the commencement date of the Employee’s employment by the Company or, if later, the date that such individual becomes an Employee. Every other part-time Employee shall become eligible to participate in the Plan on the date that such individual completes one (1) Year of Eligibility Service or, if later, the date that such individual becomes an Employee.
2.2Eligibility Upon Reemployment. A Member or former Member who terminates employment with the Company and is subsequently reemployed by the Company shall be eligible to participate in the Plan as of his Reemployment Commencement Date. A part-time Eligible Employee who terminates employment with the Company prior to completing one (1) Year of Eligibility Service and is subsequently reemployed by the Company shall be eligible to participate in the Plan after the completion of one (1) Year of Eligibility Service following his Reemployment Commencement Date.
SECTION III
CONTRIBUTIONS OF MEMBERS
3.1.Each Eligible Employee may become a Member by electing to contribute to the Trust Fund a stated whole percentage of his Compensation, from one percent (1%) to a maximum of fifty percent (50%). Unless a Member elects otherwise in accordance with procedures adopted by the Committee, an individual who first becomes a Member (or who recommences employment with the Employer and again becomes a Member) on or after January 1, 2008 shall be deemed to have elected to contribute three percent (3%) of his Compensation to the Trust Fund, and such election shall be subject to the rules under Section 414(w) of the Code. In addition, all Members who are eligible to make Participating Contributions and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.
3.2.Each Member may elect to make his Participating Contributions and Investment Plan Contributions on a before-tax or after-tax basis, or by any combination of same, in whole percentages of Compensation. Participating Contributions and Investment Plan Contributions shall be made by regular payroll deductions and/or reductions, respectively, as authorized by the Member. Authorization for such payroll deduction and/or reduction contributions shall be made (i) on forms approved by the Management Benefits and Compensation Committee and filed with the Company, (ii) by telephonic, electronic or other data transmission in a manner approved by
the Management Benefits and Compensation Committee, or (iii) in any other manner approved by the Management Benefits and Compensation Committee. At the time an election is made by a Member pursuant to this Section 3.1, the Member may irrevocably elect to designate all or a portion of the Before-Tax Contributions elected thereunder to be treated as Roth Contributions.
3.3.In no event may a Member make Participating Before-Tax Contributions and Investment Plan Before-Tax Contributions, if any, for any taxable year in excess of $15,000 (or such other amount as may be prescribed from time to time under Section 402(g) of the Code and the regulations thereunder, the provisions of which are hereby incorporated by reference). In the event that the limitation set forth in the preceding sentence is exceeded with respect to any Member in any Plan Year, the Member shall be deemed to have notified the Management Benefits and Compensation Committee of such excess amount, and such amount, increased by any income and decreased by any losses attributable thereto, shall be distributed to the Member no later than April 15 of the following calendar year. In addition, a Member may allocate to the Plan any excess deferrals (as hereinafter defined) made during a taxable year of the Member by notifying the Management Benefits and Compensation Committee on or before March 1 of the following calendar year of the amount of the excess deferrals to be assigned to the Plan. Upon such timely notification by a Member, the Management Benefits and Compensation Committee shall cause to be distributed such excess deferrals, increased by any income and decreased by any losses attributable thereto, no later than the April 15 of the following calendar year; provided, however, that in no event may a Member receive from this Plan a distribution of such excess deferrals for a calendar year in an amount exceeding the Member’s total elective deferrals for such year. The determination of the income and loss allocable to the excess deferrals shall be made in accordance with Code Section 402(g) and the regulations thereunder, as they may be amended from time to time. Excess deferrals shall be treated as annual additions under the Plan for purposes of Section 14.2, unless such amounts are distributed no later than the first April 15 following the close of the calendar year in which made.
3.4.Notwithstanding the foregoing, under no circumstances shall an election to make Participating Before-Tax Contributions or Investment Plan Before-Tax Contributions, if any, by a Highly Compensated Employee, as hereinafter defined, be given effect to the extent such election might cause the Plan to fail to meet the discrimination standards set forth in Section 401(k)(3) of the Code. In this regard, the Actual Deferral Percentage for Eligible Employees who are Highly Compensated Employees, whether or not participating in the Plan for any Plan Year, must be either (a) not more than the Actual Deferral Percentage of all other Employees eligible to participate in the Plan for such Plan Year multiplied by 1.25, or (b) not more than two (2) percentage points greater than the Actual Deferral Percentage of all other Employees eligible to participate in the Plan for such Plan Year and not more than such Actual Deferral Percentage of all other Eligible Employees for such year multiplied by two (2). The Actual Deferral Percentage tests described in the preceding sentence shall be performed by using the Actual Deferral Percentage of non-Highly Compensated Employees for the Plan Year preceding the Plan Year that is being tested, unless the Employer has elected to use the current Plan Year rather than the preceding Plan Year, which election may be changed only as provided by the Internal Revenue Service.
The Actual Deferral Percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of (i) each Eligible Employee’s Before-Tax Contributions made under the Plan for such Plan Year, to (ii) the Eligible Employee’s compensation for such Plan Year. For purposes of this Section 3.4, a Member’s compensation must be determined in accordance with a method permitted under Section 414(s) of the Code. In the event the Company determines that the Before-Tax Contributions elected by Highly Compensated Employees might cause the Plan to fail to meet the foregoing limitation, the Company shall reduce the amount of Compensation that may be elected as Contributions under the Plan by Highly Compensated Employees. The amount of such reductions shall be determined by the Company and such determination shall be conclusive. Such reductions shall be made first from any Investment Plan Before-Tax Contributions and then from Participating Before-Tax Contributions. In either case, the reductions shall start with the highest dollar amount of Before-Tax Contributions, so that no Member shall be subject to reduction until all dollar amounts have been reduced to the dollar amount elected by such Member. If a Member’s contributions are to be reduced pursuant hereto and the Member made both Roth Contributions and Before-Tax Contributions during the Plan Year, all Before-Tax Contributions shall be reduced before any Roth Contributions are reduced.
If the amount of Investment Plan Before-Tax Contributions and Participating Before-Tax Contributions elected by a Member to be transferred to the Trust Fund is reduced by application of this Section 3.4(b), the amount of such reduction, which hereinafter shall be referred to as “excess contributions,” including any income or excluding any losses attributable to such excess contributions, shall be paid in cash to the Member no later than March 15 of the Plan Year following the Plan Year for which the contribution is being made and shall not be transferred to the Trust Fund. The amount of the income or loss allocable to the excess contributions shall be determined by multiplying the income or loss on the Member’s Investment Plan Before-Tax Contributions and Participating Before-Tax Contributions Account balance for the Plan Year in which the excess contributions were made by a fraction, the numerator of which is the amount of excess contributions for the Plan Year and the denominator of which is the value of the Member’s Investment Plan Before-Tax Contributions and Participating Before-Tax Contributions Account balance as of the last business day of that Plan Year. Income for the period between the end of the applicable Plan Year and the date of the corrective distribution shall be disregarded. Notwithstanding the foregoing, in all events this Section 3.4 shall be applied in accordance with the requirements of Treasury Regulation section 1.401(k)-2, as amended by subsequent legislation.
For purposes of the foregoing, the determination of Highly Compensated Employee shall be made as follows:
(a)The term Highly Compensated Employee shall mean any Employee who
(i)was a “5% owner” of the Employer at any time during the Plan Year or the preceding Plan Year, or
(ii)for the preceding Plan Year
(A)had Compensation in excess of $80,000 (which amount shall be adjusted by the Commissioner of Internal Revenue at the same time and in the same manner as under Code Section 415(d), except that the base period shall be the calendar quarter ending September 30, 1996), and
(B)if the Employer elects the application of this clause for such preceding Plan Year, was in the “top-paid group” of Employees for such preceding Plan Year.
An Employee shall be treated as a “5% owner” for any Plan Year if at any time during such Plan Year such Employee was a “5% owner” of the Employer. An Employee is in the “top-paid group” of Employees for any Plan Year if such Employee is in the group consisting of the top twenty percent (20%) of the Employees when ranked on the basis of Compensation paid during such Plan Year, excluding those Employees who (1) have not completed six (6) months of service, (2) normally work less than seventeen and one half (17½) hours per week, (3) normally work during not more than six (6) months during any Plan Year, (4) have not attained age twenty one (21), and (5) are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Employer.
(b)A former Employee shall be treated as a Highly Compensated Employee if
(i)such Employee was a Highly Compensated Employee when such Employee separated from service, or
(ii)such Employee was a Highly Compensated Employee at any time after attaining age fifty five (55).
The limitations set forth in this Section 3.4 shall be interpreted and applied in accordance with applicable Treasury Regulations and Internal Revenue Service rulings promulgated pursuant to Section 401(k)(3) of the Code.
3.5.A Member may suspend his Participating Contributions or Investment Plan Contributions at any time by notice to the Company, in which event Participating Contributions or Investment Plan Contributions may be resumed effective as of the first pay period next following the filing of a new contribution election. A Member may increase or reduce his Participating Contributions or Investment Plan Contributions or change his election as to After-Tax Contributions and/or Before-Tax Contributions within the limitations set forth in Section 3.1 hereof effective as of the first pay period next following the filing with the Company of an election authorizing a change in his payroll deductions and/or reductions. Amounts contributed by Members shall be paid by the Company to the Trustee at regular intervals and credited by the Trustee to their Accounts in accordance with the certification of the Management Benefits and Compensation Committee as to the names of the contributing Members and the amounts contributed by each Member as Participating After-Tax Contributions and Participating Before-
Tax Contributions; provided, however, that in no event may such contributions be transmitted to the Trustee later than the fifteenth (15th) business day of the month following the month in which such amounts otherwise would have been payable to the Member in cash, or such later date as may be permitted under applicable law.
SECTION IV
COMPANY CONTRIBUTIONS AND ALLOCATION AMONG MEMBERS
4.1.The Company shall make monthly Matching Contributions to the Trust Fund equal to fifty percent (50%) of the aggregate Participating Contributions of Members up to six percent (6%) of Compensation (i.e., the maximum potential match is three percent (3%) of Compensation). Each such Company Matching Contribution shall be allocated among Members in proportion to their Participating Contributions made during the calendar month for which the Matching Contribution is being made and shall be credited to Member’s Accounts when made to the Plan. In addition, the Company shall make a "true-up" Matching Contribution to the Trust Fund on behalf of any Member who receives lower Matching Contributions during a Plan Year as a result of not having made Participating Contributions ratably over the course of such Plan Year than he would have received if such Participating Contributions had been made ratably.
4.2.As soon reasonably practicable after the end of each payroll period, the Company shall contribute Retirement Contributions to the Trust Fund in an amount equal to the following percentage of Compensation paid to each Post-2007 Member in such payroll period:
|
|
|
|
|
|
Age Plus Vesting Service Of Post-2007 Member As Of the Last Day of the Month
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Retirement Contribution (% of Compensation)
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Less than 35
|
3.0%
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35-44
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3.5%
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45-54
|
4.0%
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55-64
|
4.5%
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65-74
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5.0%
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75-84
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5.5%
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85 or more
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6.0%
|
For the avoidance of doubt, no Member who is an active participant in the Moody's Corporation Retirement Account at the time any Retirement Contributions are made shall be eligible to be credited with such Retirement Contributions.
4.3.Notwithstanding the foregoing, total Company contributions under the Plan for any calendar year shall not exceed the amount deductible for such year under the provisions of the Code after giving full effect to contributions under the Moody’s Corporation Retirement Account and any other defined benefit plan to which the Company contributes. Any reductions in Company contributions mandated by this paragraph shall be in the order of reductions in Additional Matching Contributions and then, if necessary, reductions in Company Matching Contributions and then, if necessary, reductions in Retirement Contributions.
4.4.All Company contributions shall be made only out of current or accumulated earnings of the Company.
4.5.The total amount of the Trust Fund forfeited by Members during any calendar month or calendar year shall be applied to reduce future Company contributions due under the Plan.
4.6.Company contributions for each calendar month or for a Plan Year (as the case may be) and the allocation thereof shall be made without regard to contributions made by Members whose employment terminated during such calendar month or Plan Year (as the case may be) for any reason other than Retirement, disability or death, and no such Member shall be entitled to an allocation of any such contribution.
4.7.Notwithstanding the foregoing, under no circumstances shall the sum of the Matching Contributions and Additional Matching Contributions for a Highly Compensated Employee (as defined under Section 3.3(c)), together with the sum of his Participating After-Tax Contributions and Investment Plan After-Tax Contributions, exceed such amount as might cause the Plan to fail to meet the discrimination standards set forth in Section 401(m)(2) of the Code. In this regard, the Contribution Percentage of Members who are Highly Compensated Employees for any Plan Year must either be (a) not more than such percentage of all other Members for such Year multiplied by 1.25 or (b) not more than two (2) percentage points greater than such percentage of all other Members for such Year and not more than such percentage of all other Members for such Year multiplied by two (2). The Contribution Percentage tests described in the preceding sentence shall be performed by using the Contribution Percentage of non-Highly Compensated Employees for the Plan Year preceding the Plan Year that is being tested, unless the Employer has elected to use the current Plan Year rather than the preceding Plan Year, which election may be changed only as provided by the Internal Revenue Service. The Contribution Percentage for a specified group of Members for a Plan Year shall be the average of the ratios (calculated separately for each person) of (i) the total Matching Contributions and Additional Matching Contributions allocated to each Member for such Plan Year plus his Participating After-Tax Contributions and his Investment Plan After-Tax Contributions for such Plan Year, to (ii) the Member’s compensation for such Plan Year. For purposes of this Section 4.7 of the Plan, a Member’s compensation must be determined in accordance with the provisions of Section 414(s) of the Code. If the Company determines that the foregoing limitations are not satisfied, the Investment Plan After-Tax Contributions, Participating After-Tax Contributions, Matching Contributions and Additional Matching Contributions by Highly Compensated Employees for a
Plan Year shall be reduced as follows: the Highly Compensated Employee with the highest dollar amount of such contributions for such Plan Year shall be reduced by the lesser of the amount required (i) to enable the Plan to satisfy the test described in the preceding sentence, or (ii) to cause such Highly Compensated Employee's Compensation aggregate contributions to equal the dollar amount of the Highly Compensated Employee with the next highest dollar amount of such contributions. This process shall be repeated until the Plan satisfies the test. In implementing such test, the Company shall first reduce the amounts of Investment Plan After-Tax Contributions and Participating After-Tax Contributions so elected to be contributed or which have been contributed by such Members in order to comply with Section 401(m)(2) of the Code. If the amount elected by a Member to be transferred to the Trust Fund is reduced by application of this Section 4.7, the amount of such reduction, which hereinafter shall be referred to as “Excess Aggregate Contributions,” including any income or excluding any losses, shall be paid in cash to the Member on whose behalf such contributions were made, to the extent practicable, within two and one-half (2½) months following the Plan Year for which such excess contributions were made, but in no event later than the close of the Plan Year following the Plan Year in which such Excess Aggregate Contributions were made. The determination of the income and loss allocable to Excess Aggregate Contributions shall be made in the manner prescribed by Code Section 401(m) and the Treasury Regulations thereunder.
With respect to a Plan Year being tested, the determination of whether the Plan satisfies the requirements of this Section 4.7 shall be made in accordance with Code Section 401(m) and the Treasury Regulations thereunder, as they may be amended from time to time, the provisions of which are hereby incorporated by reference and shall override the provisions of the Plan to the extent inconsistent therewith. In all events this Section 4.7 shall be applied in accordance with the requirements of Treasury Regulation section 1.401(m)-2, as amended by subsequent legislation.
SECTION V
THE TRUST FUND
5.1.The assets of the Plan (the “Trust Fund”) shall be held in trust by one (1) or more corporate trustees pursuant to the terms of a Trust Agreement between the Corporation and each corporate trustee. No person shall have any right to or interest in the Trust Fund except as provided in the Plan and Trust Agreement.
5.2.The Trust Fund shall consist of the Moody’s Company Stock Fund and those other Funds designated, from time to time, by the Management Benefits and Compensation Committee, into which investment of the assets in Members’ Accounts may be directed.
5.3.A separate Account shall be maintained for each Member to which there shall be credited such Member’s Participating and Investment Plan After-Tax Contributions, Before Tax Contributions, Roth Contributions, Matching and Additional Matching Contributions, Profit Sharing Contributions, Retirement Contributions, Rollovers, and the share of each Member in each Fund of the Trust Fund. As of each Valuation Date, the Trustee shall revalue the Trust Fund at then current market values. As of the last Valuation Date of each calendar quarter and upon such other Valuation Dates as requested by the Management Benefits and Compensation
Committee, the Trustee shall certify the value of the Trust Fund to the Company and to the Management Benefits and Compensation Committee. The Company, the Management Benefits and Compensation Committee, or the Trustee, as the case may be, shall apportion the Trust Fund as revalued as of each Valuation Date among the Members in proportion to their respective interests in each Fund of the Trust Fund immediately preceding such Valuation Date. As soon as practicable after the close of each calendar quarter, there shall be sent to each Member a written statement of the amount to the credit of his Account as of the last Valuation Date of the applicable calendar quarter.
5.4.Any amount which, with the consent of the Management Benefits and Compensation Committee, (a) is transferred to the Trust Fund from the trust fund of a plan which meets the requirements for qualification under the Code for the Account of an Employee of the Company or any corporation the voting stock of which is eighty percent (80%) or more owned, directly or indirectly, by the Corporation, or (b) is transferred by such an Employee to the Trust Fund as a tax free rollover under Section 402(c) or under Section 408(d)(3)(A) of the Code, or (c) is transferred to the Trust Fund as a “direct rollover” from the tax-qualified retirement plan of a former employer pursuant to Sections 401(a)(31) of the Code, shall be credited to a separate Account for such Employee and shall be held and invested in the Moody’s Company Stock Fund or any of the other Funds designated, from time to time, by the Management Benefits and Compensation Committee, in accordance with such Employee’s investment election, subject to the limitations in the Plan. In the case of a direct transfer from a plan which meets the requirements for qualification under the Code, such amount may include promissory notes evidencing a loan given in accordance with the provisions of such transferor plan, provided that the Management Benefits and Compensation Committee or a member thereof shall have consented in advance to the assumption of such loan in accordance with Section 9.9 hereof. No amount so transferred shall be treated as a Participating Contribution by the Member or be eligible to share in any Matching Contribution. Such Accounts shall be fully vested and shall be distributable in accordance with the provisions of the Plan.
5.5.Notes of Members given in accordance with the loan provisions of a plan maintained by an affiliated company, the accounts of which are transferred to the Plan, may be held in a separate Account established hereunder. Any payments of principal or interest pursuant to such notes shall be allocated to the Account of the Member making the payments and invested in the Funds designated, from time to time, by the Management Benefits and Compensation Committee, in accordance with the Member’s investment election in effect at the time of such payments.
SECTION VI
INVESTMENT ELECTIONS
6.1.The balance to the credit of each Member’s Account and amounts attributable to contributions made with respect to such Member shall be held and invested in one (1) or more of the Funds as such Member shall have most recently elected in accordance with Section 3 hereof, subject to the limitations in the Plan.
6.2.Each new Member shall elect, prior to the commencement date of his participation, to have amounts attributable to contributions made thereafter with respect to such Member held and invested in one or more of the Funds, in multiples of one percent (1%), except that no Member may elect to have more than ten percent (10%) of his interest in contributions invested in the Moody’s Common Stock Fund.
6.3.Each Member may make a revised investment election at any time applicable to amounts attributable to contributions made with respect to his Account from and after the first pay period following such revised election, subject to the foregoing limitation with respect to investment in the Moody’s Common Stock Fund.
6.4.Subject to Section 6.3 hereof, Each Member, at any time, may elect to have the amount to the credit of his Account calculated as of the Valuation Date immediately following the receipt of a revised election by the Management Benefits and Compensation Committee (a) reallocated among the Funds, in multiples of one percent (1%), or (b) transferred in a specified dollar amount from one Fund to another Fund. Notwithstanding the foregoing, in no event may a Member elect to reallocate or transfer any amount to the Moody’s Common Stock Fund if ten percent (10%) or more of the amount to the credit of his Account as of the applicable Valuation Date would be invested in the Moody’s Common Stock Fund (provided that any Member with more than ten percent (10%) of the amount to the credit of his Account as of November 1, 2011 invested in the Moody’s Common Stock Fund shall not be required to divest any portion of such holdings, but no additional amounts may be allocated by such Member to the Moody’s Common Stock Fund until the ten percent (10%) limitation would not be exceeded, and in no event thereafter may such ten percent (10%) limitation be exceeded by such Member).
6.5.All assets of the Plan that are invested in Company Stock shall be invested in the ESOP Fund. The ESOP Fund shall be invested exclusively in Company Stock except for cash or cash equivalent investments for the limited purposes of making Plan distributions to Members and paying Plan administrative expenses, or pending the investment of contributions or other cash receipts in Company Stock, without regard to the diversification of assets. All Company Stock is included in the ESOP Fund, regardless of the source, character, or history of investment of the contributions or earnings that are invested in Company Stock. Amounts that cease to be invested in Company Stock shall cease to be included in the ESOP Fund, subject to inclusion again if the Member directs that amounts be invested in Company Stock. Neither any Company, the Management Benefits and Compensation Committee nor the Trustee shall have any responsibility or duty to time any transaction involving Company Stock, in order to anticipate market conditions or changes in stock value, nor shall any such person have any responsibility or duty to sell Company Stock held in the ESOP Fund (or otherwise to provide investment management for Company Stock held in the ESOP Fund) in order to maximize return or minimize loss. Company contributions in cash, and other cash received by the Trustee, may be used to acquire shares of Company Stock from Company shareholders or directly from the Company. In addition, notwithstanding any other provision of the Plan to the contrary, the ESOP Fund shall be administered in accordance with the requirements of Section 401(a)(35) of the Code (including, without limitation, that any Member with at least three years of Vesting Service (or a Beneficiary thereof) shall have the right to divest from the ESOP Fund into one or
more Funds satisfying the requirements of Section 401(a)(35)(D) of the Code and that the Plan include at least three Funds satisfying the requirements of Section 401(a)(35)(D) of the Code).
6.6.In the event a Member fails to make an investment election, the Member’s current and future contributions shall be held and invested in the appropriate qualified default investment alternative under the Plan.
6.7.Investment elections shall be made (a) on forms approved by and filed with the Management Benefits and Compensation Committee, (b) by telephonic, electronic or other data transmission in a manner approved by the Management Benefits and Compensation Committee, or (c) in any other manner approved by the Management Benefits and Compensation Committee in its sole discretion.
6.8.In all events, the valuation methodology to be used in calculating a Member’s interest in a Fund which is terminating shall be determined by the Management Benefits and Compensation Committee in its discretion; provided, however, that such methodology shall apply uniformly to all Members having an interest in such Fund at the time of termination.
SECTION VII
VOTING AND TENDERING OF
MOODY'S CORPORATION COMMON STOCK; DIVIDENDS
7.1.The following provision shall apply with respect to Company Stock:
(a)Members, Beneficiaries of deceased Members and Alternate Payees shall be permitted to direct the manner of exercise of voting rights on shares of Company Stock or stock of an Affiliate, including fractional shares, allocated to their Accounts, as follows:
(i)The issuer of the Company Stock shall provide the Trustee and Members, Beneficiaries of deceased Members and Alternate Payees with all notices and information provided to its stockholders in connection with the exercise of their voting rights. If the Trustee receives communications directed to stockholders concerning voting, the Trustee shall cause the communications to be distributed to Members, Beneficiaries of deceased Members and Alternate Payees.
(ii)The Trustee shall solicit directions from Members, Beneficiaries of deceased Members and Alternate Payees about voting the shares allocated to Members’ Accounts and shall exercise voting rights as provided in the applicable Trust agreement or instrument.
(iii)Except as required for trust administration or by law, individual voting instructions shall be held by the Trustee in confidence.
(iv)Except as expressly provided in subsection (b) or the applicable trust agreement or instrument, the Trustee may, at the direction of the Administrator, solicit and follow directions of Members, Beneficiaries of deceased Members and Alternate Payees under procedures similar to voting procedures under this subsection with respect to any matter involving the exercise of individual shareholder rights and privileges relating to Company Stock allocated to Members.
(b)If the Trustee receives a tender offer for shares of Company Stock or stock of an Affiliate, the following shall apply unless otherwise required by law:
(i)Tender offer means an offer to acquire Company Stock, as provided in the applicable trust agreement or instrument.
(ii)When a tender offer is received, the Trustee shall inform all Members, Beneficiaries of deceased Members and Alternate Payees whose Accounts are affected by the tender offer and shall respond to the offer as provided in the applicable trust agreement or instrument.
(iii)If the manner of exercising voting or other shareholder rights under subsection (a) or responding to a tender offer under subsection (b) is not permitted by law, then the Trustee shall determine how to exercise the voting or other rights or how to respond to the tender offer, as applicable. In making such determinations, the Trustee may employ such experts and advisors as it deems helpful or necessary. All reasonable expenses incurred by the Trustee in making such determinations shall be paid from the Trust Fund unless paid by the Company.
7.2.Special Distribution of Dividends.
(a)The Company may determine that cash dividends on common shares of Company Stock allocated to Members under the ESOP Fund may be distributed directly to such Members in one or more of the following manners, from time to time:
(i)Mandatory Dividend Distribution By Trustee - Cash dividends received on common shares of Company Stock allocated to Members under the ESOP Fund will be paid currently in cash by the Trustee to such Members (or their Beneficiaries).
(ii)Mandatory Dividend Distribution by Company – Cash dividends received on common shares of Company Stock allocated to Members under the ESOP Fund will be paid currently in cash by the Company directly to such Members (or their Beneficiaries).
(iii)Member Election of Dividend Distribution or Reinvestment - Each Member will be offered the opportunity to elect to have cash dividends on common shares of Company Stock allocated to such Member’s interest in the ESOP Fund either paid directly to such Member or to have such cash dividends reinvested in common shares of Company Stock for the benefit of such Member. Any election made pursuant to this paragraph shall be made in accordance with the following:
(A)Members shall be given a reasonable opportunity before a dividend is paid or distributed to them in which to make the election.
(B)Members shall have a reasonable opportunity to change a dividend election at least annually.
(C)Subject to rules established by the Administrator, any election shall continue to apply with respect to all subsequent dividends with respect to Company Stock allocated to the Member unless the Member changes the election.
(D)If Plan terms governing the manner for payment or distribution of dividends to Members are modified, the Members shall be given a reasonable opportunity to make an election under the new Plan terms before the date on which the first dividend that is subject to the new Plan terms is paid or distributed.
(E)A Member’s election with respect to any dividend shall be irrevocable on the day before the date for payment or distribution of the dividend to Members unless the Management Benefits and Compensation Committee establishes and notifies Members of an earlier date.
(F)If a Member does not elect distribution of dividends, the Member will be deemed to have elected to have dividends invested in Company Stock.
All reinvested dividends in the Plan shall be fully vested at all times.
(b)Any cash dividends available for distribution directly to Members under subsection (a) shall be subject to the following:
(i)Company instructions to the Trustee regarding the distribution of dividends must be in writing and may be revoked at any time before the dividend is distributed to Members.
(ii)The Company may designate one or more classes of common shares of Company Stock to be subject to distribution of dividends, and need not designate all classes or any particular class.
(iii)Dividend distributions shall be paid in cash no later than 90 days after the end of the Plan Year in which the dividends are received by the Trust.
(iv)The amount distributed to a Member shall be the amount of dividends paid on common shares of Company Stock allocated to the Member as of the record date for the dividend payment that would otherwise be paid on the Company Stock identified by the Company under paragraph (2).
(v)Dividends subject to distribution from the Trust shall be invested pending distribution in the investment fund that is most liquid and least likely to suffer loss of value. Dividends pending distribution shall not be subject to investment direction by Members. Earnings on dividends shall be subject to investment direction by Members as determined by the Management Benefits and Compensation Committee. Earnings on dividends shall not be distributed to Members in connection with distribution of the dividends, and shall be retained in the Trust and allocated to the ESOP Fund of the Member affected.
SECTION VII
VESTING
8.1.The amount to the credit of a Member’s Account which is attributable to his Participating After-Tax Contributions and Participating Before-Tax Contributions and Investment Plan After-Tax and Investment Plan Before-Tax Contributions and Rollovers shall be fully vested at all times.
8.2.The amount to the credit of a Member’s Account that is attributable to Company Matching, Additional Matching, Profit Sharing and Retirement Contributions shall be fully vested after such Member has completed three (3) years or more of Vesting Service or has attained the age of sixty-five (65).
8.3.If a Member has less than three (3) years of Vesting Service, the amount to the credit of his Account which is attributable to Company Matching, Additional Matching, Profit Sharing and Retirement Contributions shall vest as follows:
|
|
|
|
|
|
Years of Vesting Service
|
% Vested Attributable to Company Contributions
|
fewer than 3 years
|
0
|
3 years or more
|
100%
|
8.4.The amount to the credit of a Member’s Account that is attributable to Company Matching, Additional Matching, Profit Sharing and Retirement Contributions also shall be fully
vested upon the Member’s Retirement, termination of Service by reason of death or total and permanent disability, or upon the occurrence of a Change of Control. If the Member’s termination of Service is for reasons other than death or total and permanent disability or upon the occurrence of a Change in Control, and the amount of the vested portion of a Member’s Company Matching, Additional Matching, Profit Sharing and Retirement Contributions at the time of the Member’s termination of Service is less than one hundred percent (100%), then the Member shall be deemed to have received a distribution of one hundred percent (100%) of such vested interest in such amounts.
SECTION VII
DISTRIBUTION OF BENEFITS
9.1.Attainment of Age 70½. The following provisions shall apply pursuant to Section 401(a)(9) of the Code and the Treasury Regulations thereunder:
(a)The Member's entire interest will be distributed, or begin to be distributed, to the Member no later than the Member's required beginning date.
(b)If the Member dies before distributions begin, the Member's entire interest will be distributed, or begin to be distributed, no later than as follows:
(i)If the Member's surviving Spouse is the Member's sole designated beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 1/2, if later.
(ii)If the Member's surviving Spouse is not the Member's sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.
(iii)If there is no designated beneficiary as of September 30 of the year following the year of the Member's death, the Member's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death.
(iv)If the Member's surviving Spouse is the Member's sole designated beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse begin, this provision shall apply as if the surviving Spouse were the Member.
For purposes of this Section 9.1, distributions are considered to begin on the Member's required beginning date (or, if Section 9.1(b)(iv) applies, the date distributions are required to begin to the surviving Spouse. If annuity payments irrevocably commence to the Member before the Member's required beginning date (or to the Member's surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 9.1(b)(iv)), the date distributions are considered to begin is the date distributions actually commence.
(c)Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance herewith. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) Code and the Treasury regulations. Any part of the Member's interest which is in the form of an individual account described in Section 414(k) of the Code will be distributed in a manner satisfying the requirements of Section 401(a)(9) of the Code and the Treasury regulations that apply to individual accounts.
(d)If the Member's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:
(i)The annuity distributions will be paid in periodic payments made at intervals not longer than one year;
(ii)The distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 9.1(b)(iv);
(iii)Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;
(iv)Payments will either be nonincreasing or increase only as follows:
(A)By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;
(B)To the extent of the reduction in the amount of the Member's payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described above dies or is no longer the Member's beneficiary pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code;
(C)To provide cash refunds of employee contributions upon the Member's death; or
(D)To pay increased benefits that result from a plan amendment.
(e)The amount that must be distributed on or before the Member's required beginning date (or, if the Member dies before distributions begin, the date distributions are required to begin above) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Member's benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Member's required beginning date.
(f)Any additional benefits accruing to the Member in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.
(g)If the Member's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Member and a nonspouse beneficiary, annuity payments to be made on or after the Member's required beginning date to the designated beneficiary after the Member's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Member using the table set forth in Q&A-2 of section 1.401(a)(9)-6T of the Treasury regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Member and a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain.
(h)Unless the Member's Spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Member's lifetime may not exceed the applicable distribution period for the Member under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Member reaches age 70, the applicable distribution period for the Member is the distribution period for age 70 under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 70 over the age of the Member as of the Member's birthday in the year that contains the annuity starting date. If the Member's Spouse is the Member's sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Member's applicable distribution period, as determined under this Section, or the joint life and last survivor expectancy of the Member and the Member's Spouse as determined
under the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Member's and Spouse's attained ages as of the Member's and Spouse's birthdays in the calendar year that contains the annuity starting date.
(i)If the Member dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Member's entire interest will be distributed, beginning no later than the time described herein, over the life of the designated beneficiary or over a period certain not exceeding:
(i)Unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year immediately following the calendar year of the Member's death; or
(ii)If the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year that contains the annuity starting date.
(j)If the Member dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Member's death, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death.
(k)If the Member dies before the date distribution of his or her interest begins, the Member's surviving Spouse is the Member's sole designated beneficiary, and the surviving Spouse dies before distributions to the surviving Spouse begin, this Section 9.1 will apply as if the surviving Spouse were the Member, except that the time by which distributions must begin will be determined without regard to Section 9.1(b)(iv).
(l)For purposes of this Section 9.1, the following terms have the following meanings:
(i)"Designated beneficiary" means the individual who is designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
(ii)"Distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member's required beginning date. For distributions beginning after the Member's death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to this Section 9.1(b)(iv).
(iii) "Life expectancy" means life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury Regulations.
(iv) "Required beginning date" means April 1 of the calendar year following the calendar year in which the Member (A) attains age 70½ or (B) retires, whichever is later; except that, in the case of a Member who is a five percent owner (as defined in Section 416 of the Code) of an Employer Company with respect to the calendar year in which he attains age 70½, required beginning date means April 1 following the calendar year in which the Member attains age 70½.
(m) The temporary waiver under Section 2203 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) shall apply for purposes of this Section 9.1.
9.2.Retirement or Disability. If a Member’s Service is terminated by Retirement or by total and permanent disability, as determined by the Management Benefits and Compensation Committee after review of whatever medical evidence is requested by it, the entire amount to the credit of his Account shall be distributed to him, subject to the Member’s consent if required under Section 9.11 of the Plan. Such distribution shall be paid in a lump sum as soon as reasonably practicable after termination of employment, unless, prior to such distribution, the Member elects, in a manner prescribed by the Management Benefits and Compensation Committee, to receive the amount distributable from his Account, together with any earnings thereon, in one of the following manners:
(a)in a lump sum as soon as reasonably practicable following his termination of Service in the amount to the credit of his Account as of the Valuation Date immediately preceding the date distribution is actually made, except that no such election shall be permitted which defers distribution beyond the April 1 following the calendar year in which the Member attains age seventy and one half (70½); except that if the Member attained age seventy and one half (70½) before January 1, 1988 and is not and has never been an owner of five percent (5%) of the outstanding stock or voting power of the Corporation, he may defer distribution until the April 1 following the calendar year of his Retirement;
(b)in installments, over a period which shall not exceed twenty (20) years, or the life expectancy of the Member or the life expectancy of the Member and his designated Beneficiary if such period is less than twenty (20) years, beginning on or about March 1 of the calendar year following such termination of Service, or any subsequent March 1 selected by the Member which is not later than the March 1 immediately following the calendar year in which the Member attains age seventy and one half (70½) and continuing on or about each subsequent anniversary of such commencement date; provided, however, if the Member’s designated Beneficiary is not
his Spouse, the maximum installment period shall be reduced, if necessary, so that the present value of amounts payable to the Member for his life expectancy is more than fifty percent (50%) of the present value of the total amounts payable under this option as of the installment commencement date. Payment shall be made in annual installments, the amounts of which are calculated annually by dividing the then current value of his Account (determined as of the last Valuation Date in the year preceding the payment date) by the remaining number of unpaid installments.
All Accounts deferred or distributable in installments shall remain in the Trust Fund until paid, and consequently, shall be subject to periodic revaluation with the attendant risk of market loss in the Fund or Funds selected by the Member pursuant to his investment election. Each installment distribution shall be made from the Funds in the same proportion that the value of the Member’s interest in each such Fund bears to the total value of his Account as of the applicable Valuation Date.
Any payment election made under this subsection 9.2 may be changed at any time prior to the lump sum payment date or the first installment date elected by the Member but may not be changed thereafter, except that a Member or, in the event of his death, his Beneficiary may accelerate the payment of the Member’s entire undistributed Account balance at any time.
9.3.Death. Upon the death of a Member who is an Employee at the time of his death, the amount to the credit of his Account as of the Valuation Date immediately preceding the date of distribution shall be paid as soon as practicable thereafter to the Beneficiary or Beneficiaries designated by him, or if none, to the legal representative of the Member’s estate; provided, however, that prior to such payment, such Beneficiary or estate representative may elect, in a manner prescribed by the Management Benefits and Compensation Committee, to receive the entire amount to the credit of the Member’s Account (determined as of the Valuation Date immediately preceding the date of distribution) in a lump sum as soon as reasonably practicable following the year of the Member’s death.
Upon the death of a Member who is not an Employee at the time of his death, the amount to the credit of his Account, to the extent vested, shall be paid within sixty (60) days after the Committee receives notice of death, if practicable, to the Beneficiary or Beneficiaries designated by him, or if none, to the legal representative of the Member’s estate.
Notwithstanding the foregoing, any Member whose Service has terminated by Retirement or death may elect, prior thereto, to have the distribution of his Account after his death either
(a)in the case of a Member who has commenced receiving installment payments under the Plan and who has attained age seventy and one half (70½), continued after his death, in accordance with his election made under Section 9.2(b) of the Plan, to his Spouse or other Beneficiary with provision that if the Spouse or other Beneficiary does not survive the installment payment period elected by the Member, the balance to the credit of his Account will be paid in a lump sum to the estate of such Spouse or other Beneficiary, or
(b)in the case of a Member who has not commenced receiving payments under the Plan or who has not attained age seventy and one half (70½), paid, after his death, in annual installments to his Spouse in accordance with the Member’s election under Section 9.2(b) of the Plan over a period not extending beyond the life expectancy of such Spouse, with provision that if such Spouse does not survive the installment payment period elected by the Member, the balance to the credit of his Account will be paid in a lump sum to the estate of his Spouse, or
(c)in the case of a Member who is not married at the time of his death, or who is married and does not select his Spouse as Beneficiary, and who has not commenced receiving payments or who has not attained age seventy and one half (70½), paid in annual installments to a designated adult Beneficiary in accordance with Section 9.2(b) of the Plan over a period not extending beyond the life expectancy of such designated Beneficiary, with provision that if such designated Beneficiary does not survive the installment payment period elected by the Member, the balance to the credit of his Account will be paid in a lump sum to the estate of such Beneficiary.
Designation of a Beneficiary or Beneficiaries shall be made in writing and filed with the Management Benefits and Compensation Committee in such form and in such manner as such Committee from time to time may prescribe. A designated Beneficiary or Beneficiaries may be changed in the same manner. Any Beneficiary designation made by a Married Member who is an Employee on or after January 1, 1985, shall be ineffective unless his Spouse is the designated Beneficiary or consents to such designation in accordance with Section 205(c)(2)(A) of ERISA. Any Beneficiary designation made (i) by an unmarried Member who subsequently marries or (ii) by a married Member who subsequently remarries shall be ineffective unless his Spouse or new Spouse, respectively, is the designated Beneficiary or consents to such designation in accordance with Section 205(c)(2)(A) of ERISA and Section 401(a)(11) of the Code. If a married Member dies without having made an effective Beneficiary designation, his surviving Spouse shall be considered for all purposes of the Plan as his designated Beneficiary.
9.4.Termination of Service by Reason of Company Reorganization. Subject to Section 9.11 and Section 9.14 hereof, if a Member ceases to be an Employee as the result of a Company reorganization, including a change in ownership of the stock or all or part of the assets of his Employer, then the entire vested amount to the credit of his Account as of the Valuation Date immediately preceding the date of distribution shall be distributed to him in a lump sum as soon as reasonably practicable following such termination of employment; provided, however, that a Member who is to receive a distribution pursuant to this Section 9.4 may elect any other
method of distribution otherwise available under the Plan, including, without limitation, the direct transfer of the entire amount to the credit of his Account to an employee benefit plan of his new employer provided such plan meets the requirements for qualification under the Code. If a Member elects to leave his Account in the Trust Fund in lieu of receiving a distribution from the Plan pursuant to this Section 9.4, he shall continue to be a Member in the Plan with respect to amounts credited to his Account, except (a) he shall not be entitled to share in Company contributions for any month subsequent to the month in which he ceases to be an Employee or to make contributions of his own, and (b) the amount to the credit of his Account shall be one hundred percent (100%) vested and shall be nonforfeitable, shall not be eligible for any withdrawal under Section 9.7 of the Plan and shall remain in the Trust Fund subject to periodic revaluation under the terms of the Plan and the risks thereof until the Account becomes distributable pursuant to the terms of the election made by such Member in accordance with the terms of the Plan. Notwithstanding the foregoing provisions of this Section 9.4, any such Account balance shall be eligible for distribution pursuant to Section 9.8 in the case of financial necessity.
9.5.Other Terminations. If a Member’s Service is terminated for any reason other than Retirement, disability, death, or reorganization of such Member’s Employer, the amount to the credit of his Account which is vested under Section 8 of the Plan as of the Valuation Date immediately preceding the date of distribution, together with the amount of his Participating Contributions made after such Valuation Date, shall be distributed to him, subject to the Member’s consent if required under Section 9.11 of the Plan, as soon as reasonably practicable following such termination date, or as soon thereafter as practicable, and the balance to the credit of his Account shall be forfeited.
Notwithstanding the foregoing, if a Member’s Service is terminated for any reason other than Retirement, disability or death, and as a result of such termination an amount to the credit of his Account is forfeited, the amount of such forfeiture shall be restored by the Company to his Account provided he is reemployed by the Company and within five (5) years of his reemployment date he repays to the Trust Fund an amount of cash equal to the amount distributed to him from the Trust Fund at termination of his Service. Any amounts repaid or restored under this paragraph shall be repaid or restored to the Funds, in accordance with the investment election of the Member in effect at the time of repayment and restoration. If as the result of a termination of Service a Member incurs a forfeiture under this Section 9.5, any amount to the credit of his Account that was vested at such termination of employment shall no longer be subject to forfeiture. Accordingly, if any such Member is reemployed by the Company and resumes his Membership, a separate Account shall be maintained for such Member showing the amount to the credit of his Account which is not subject to forfeiture, including amounts left in the Trust Fund at the time of his termination pursuant to the first paragraph hereof and amounts repaid to the Trust Fund pursuant to the second paragraph hereof.
9.6.Company Contributions for the Year of Termination of Service. If a Member or his Beneficiary is entitled to share in the Additional Matching Contribution, if any, of the Company for the Plan Year in which his Service terminates, such share shall be paid to him or to his Beneficiary in cash within ninety (90) days after the end of such Year or as soon as
practicable thereafter; except that if he has elected or has been deemed under Section 9.11 to have elected an optional form of distribution, such share shall be added to the amounts payable to him under the optional form of distribution elected or deemed to have been elected by him.
9.7.Withdrawals. A Member may, by application to the Management Benefits and Compensation Committee, request cash withdrawals from his Account to the extent attributable to his own Participating After-Tax Contributions or Investment Plan After-Tax Contributions and to vested Company contributions. Such withdrawals shall be made as soon as reasonably practicable after submission of the withdrawal application. Withdrawals shall be permitted only in accordance with one of the following options:
(a)A Member may, at any time, withdraw an amount up to the total to the credit of his Account attributable to his Participating After-Tax Contributions, excluding any amount to the credit of his Account attributable to his Participating After-Tax Contributions made for the current Plan Year and the two (2) immediately preceding Plan Years.
(b)A Member with three (3) years or more of Vesting Service may, at any time, withdraw an amount up to the total to the credit of his Account attributable to his own Participating After-Tax Contributions and Company Matching Contributions, excluding any amount to the credit of his Account attributable to Participating and Company Matching Contributions made for the current and the two (2) immediately preceding Plan Years.
(c)A Member who has attained age fifty nine and one half (59½) may, by application to the Management Benefits and Compensation Committee, request a cash withdrawal of part or all of the entire vested amount to the credit of his Account. Such withdrawal shall be made as soon as reasonably practicable after submission of the withdrawal application.
(d)Applications for withdrawals under this Section 9.7 shall be made (i) on forms approved by and filed with the Management Benefits and Compensation Committee, (ii) by telephonic, electronic or other data transmission in a manner approved by the Management Benefits and Compensation Committee, or (iii) in any other manner approved by the Management Benefits and Compensation Committee in its sole discretion.
9.8.Financial Necessity. In accordance with rules established by the Management Benefits and Compensation Committee uniformly applicable to all Members, all or any part of the amount to the credit of the Account of a Member (excluding any portion of his Account invested under Section 9.9 in a loan to such Member and any portion of his Account attributable to post-1988 earnings on either his Participating or Investment Plan Before-Tax Contributions) may, in the sole discretion of the Committee, to the extent that such amount is vested, be distributed to him in cash at any time subsequent to his written application to the Committee showing an immediate and heavy financial need for a distribution in the amount requested. Financial necessity withdrawals shall be permitted out of Participating Before-Tax Contributions
and Investment Plan Before-Tax Contributions Accounts only if the immediate and heavy financial need relates to: (a) the purchase of the Member’s principal residence or Funds needed to prevent eviction from or foreclosure on such principal residence; (b) unreimbursed medical expenses of the Member, his Spouse, dependents or beneficiaries greater than seven and one half percent (7.5%) of annual adjusted gross income; (c) tuition and related educational fees for the next twelve (12) months of post-secondary education for the Member, his Spouse, his children, his dependents or his beneficiaries; (d) payments for burial or funeral expenses for the Member’s deceased parent, Spouse, children or dependents; or (e) expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income) and, if requested by the Member, any additional amounts necessary to pay any federal, state and/or local income taxes and/or penalties reasonably anticipated to result from the distribution. The Member’s application shall include a representation (i) that his financial need is not covered by insurance, (ii) that he cannot meet the need by a reasonable liquidation of his liquid assets, (iii) that cessation of contributions under the Plan would not enable him to meet the need, (iv) that he has exhausted his withdrawal rights under the Plan, (v) that repayment of any borrowing from commercial sources or the Plan would itself be a hardship, and (vi) such other information as may be required by the Management Benefits and Compensation Committee. Any financial necessity withdrawal approved by the Committee shall be made (A) from the Member’s Participating After-Tax Contributions Account to the extent available, and if insufficient therefor, then (B) out of any Rollover Account, and if insufficient therefor, then (C) out of the vested portion of his Matching, Additional Matching, Profit Sharing and Retirement Contribution Accounts, and if insufficient therefor, (D) out of his Participating Before-Tax Contributions and Investment Plan Before-Tax Contributions Accounts. Any such distribution to a Member shall be made from the Funds in the same proportion that the value of his interest in each such Fund bears to the total value of his Account as of the applicable Valuation Date.
9.9.Loans to Members. A Member in active Service or a Member not in active Service who is a “party-in-interest” with respect to the Plan (as such term is defined in Section 3(14) of ERISA) may borrow an amount to the credit of his Account which, when added to all outstanding loans to such Member under this Plan (and, for purposes of this Section 9.9, any plan from which the Member’s Account may have been transferred), does not exceed the lesser of:
(a)$50,000 reduced by the excess, if any, of
i.the Member’s highest outstanding loan balance under the Plan during the twelve month period ending on the day before the date on which the last loan is made, and
ii.the Member’s outstanding loan balance on the date on which such loan is made; or
(b)fifty percent (50%) of the total amount to the credit of his Account, to the extent vested.
The minimum amount of any loan shall be Five Hundred Dollars ($500) and all loans shall be in One Hundred Dollar ($100) increments. The maximum number of loans to any Member that may be outstanding at any one time shall be two (2); provided, however, that a third loan may be made to a Member to purchase a principal residence.
All loans shall bear a rate of interest two (2) percentage points higher than the prime rate as published in The Wall Street Journal as of the last day of the month immediately preceding the receipt of the loan application, which rate shall remain in effect for the term of the loan. The loan shall be adequately secured by the Member’s Account and by the Member’s executed promissory note, and shall be repayable, no less frequently than quarterly, in full over a nonrenewable repayment period of from twelve (12) to sixty (60) months, or, in the case of a loan to purchase a principal residence, one hundred twenty (120) months. Prior to the receipt of the proceeds of any loan, any full-time salaried Employee and any part-time salaried Employee who is employed on a regular and continuous schedule by a company participating in the Moody’s corporate payroll system shall authorize repayment of same, together with interest thereon, by regular payroll deductions; provided, however, that a Member may prepay in full the then outstanding balance of any loan.
If a Member defaults for any reason on any scheduled repayment of principal and/or interest, the Management Benefits and Compensation Committee shall have the right (A) to accelerate repayment, (B) to demand immediate repayment of the entire amount outstanding, (C) to renegotiate the terms of the loan, or (D) to approve a financial necessity distribution of the Member’s note subject to the terms of the Plan.
Each loan made hereunder shall be an investment of the Member’s Account over which such Member has exercised investment control and the proceeds of any such loan paid to the Member shall be made from the Funds in which the Member’s Account is invested, in the same proportion that the value of his interest in each such Fund bears to the total value of his Account as of the applicable Valuation Date. All interest payments and repayments of principal shall be credited to the Member’s Account and shall be invested in the Funds in accordance with the investment election of the Member in effect at the time of such payments.
Upon the termination of Service of a Member for any reason other than Retirement or disability at a time when he has any unpaid balance of principal or interest on an outstanding loan, such loan shall thereupon be deemed to be due and payable in full and the value of the Member’s Account shall be reduced by the amount of such unpaid balance of principal and interest in complete satisfaction of the Member’s loan obligation hereunder.
Notwithstanding the foregoing, the termination of Service of a Member shall not cause his loan to become due and payable provided the Member forgoes distribution of his Account during the remaining term of the loan. A Loan which is made to a Member who is a party in interest with respect to the Plan but is not in active Service shall be subject to such additional
requirements regarding collateral or otherwise as the Management Benefits and Compensation Committee may determine in accordance with its fiduciary responsibilities under ERISA.
In addition to the terms and conditions specifically set forth herein, all loans under the Plan shall be subject to such other terms and conditions as the Management Benefits and Compensation Committee may from time to time determine under rules applicable to all Members on a reasonably equivalent basis.
9.10.Form of Distribution. All distributions shall be in cash; provided, however, to the extent lump sum distributions on Account of Retirement, death, disability or other termination of Service are from the Moody’s Common Stock Fund or any other Fund which provides for in-kind distributions, a Member, prior to the distribution, may elect to receive whole shares of Moody’s Common Stock and cash in lieu of fractional shares. All partial distributions shall be made from the Funds in the same proportion that the value of the Member’s interest in each such Fund bears to the total value of the Member’s Account as of the applicable Valuation Date. In connection with a distribution, a Participant may elect to receive Company Stock held in the Participant’s ESOP Fund in the form of Company Stock, except that fractional shares shall be distributed in cash.
9.11.Consent. Notwithstanding any other provision of the Plan, if the amount to the credit of a Member’s Account exceeds One Thousand Dollars ($1,000) (the “Involuntary Cashout Amount”), and becomes distributable to him on an immediate lump sum basis pursuant to any provision of this Section 9 of the Plan, no such distribution shall be made to him unless he consents in writing to same pursuant to election forms and notices provided by the Management Benefits and Compensation Committee no more than ninety (90) days and no less than thirty (30) days prior to the anticipated date of the Member’s distribution, as required by Section 1.411(a)-11(c) of the Treasury Regulations. If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than thirty (30) days after the notice required under Section 1.411(a)-11T(c) of the Treasury Regulations is given, provided that:
(a)the Management Benefits and Compensation Committee clearly informs the Member that the Member has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and
(b)the Member, after receiving the notice, affirmatively elects a distribution.
Failure to give such consent shall be deemed to be an election to have the amount to the credit of the Member’s Account (to the extent not forfeited) as of the earliest of (i) the giving of such consent by the Member, (ii) the Member’s attainment of age sixty five (65), or (ii) receipt by the Compensation and Benefit Committee of notice of the Member’s death, distributed to the Member (or to his designated Beneficiary if he is not living) in a lump sum within sixty (60) days following such date or as soon thereafter as reasonably practicable; provided, however, if the Member is married at the time of his death, his surviving Spouse shall be considered to be his designated Beneficiary unless such Spouse has consented to the Member’s Beneficiary
designation in accordance with Section 205(c)(2)(A) of ERISA. Any election by a Member to receive an optional form of benefit available under the Plan shall be deemed to be his consent to receive such form of benefit. Failure to give the requisite consent hereunder shall also be deemed to be an election by the Member to have the entire amount to the credit of his Account, to the extent not forfeited, remain invested in the Trust Fund and consequently subject to periodic revaluations with the attendant risk of market loss in the Fund or Funds selected by the Member pursuant to his investment election, as may be amended from time to time in accordance with Section 6 hereof. The Member may, at any time thereafter, receive distribution of his entire Account by giving the requisite consent, but he shall no longer be eligible to make any other withdrawals under the Plan nor shall he be eligible to make contributions to the Plan, receive any additional Company Matching Contributions or Additional Matching Contributions under the Plan, or receive any financial hardship distributions from the Plan.
Notwithstanding any other provision of the Plan, if the vested amount credited to a Member's Account is less than One Thousand Dollars ($1,000) at the time it becomes distributable, such amount shall be distributed as soon as reasonably practicable to the Member or the Beneficiary in a single lump sum. In the event that such distribution is eligible to be rolled over pursuant to Section 9.13, if the Member does not elect to have such distribution paid directly to an eligible retirement plan specified by the Member in a direct rollover or to receive the distribution directly, then the distribution shall be paid in a direct rollover to an individual retirement plan designated by the Management Benefits and Compensation Committee or its successor.
9.12.No Adjustment for Earnings after Applicable Valuation Date. The amount of each distribution from the Plan is based on the amount to the credit of the Member’s Account as of the Valuation Date immediately preceding the date of distribution as specified in this Section 9. In no event (a) shall any portion of the Member’s Account distributed in cash from the Trust Fund be credited with any earnings between such Valuation Date and the distribution date with respect to the amount being distributed, but any such earnings (if any) shall remain in the Trust Fund for reapportionment among active Members pursuant to Section 5.3 of the Plan, nor (b) shall the amount of any such distribution accrue any earnings between the Valuation Date as of which it is removed from the Member’s Plan Account and the date on which such distribution is received by the Member or his Beneficiary; provided, however, that the Trustee for the Trust Fund is authorized and directed to pay over to the recipient of any lump sum distribution that includes shares of Common Stock of the Corporation any dividends paid to it as shareholder of record as of any date which falls between the Valuation Date applicable to such lump sum distribution and the date the shares are transferred to the distributee by the Corporation’s stock registration agent.
9.13.Direct Rollover Treatment for Certain Withdrawals and Distributions. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 9.13, a distributee may elect, at the time and in the manner prescribed by the Management Benefits and Compensation Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
An eligible rollover distribution is a distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:
(a)any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or the joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten (10) years or more;
(b)any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and
(c)any hardship withdrawal.
An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, and (i) a plan described in Section 403(b) of the Code, or (ii) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
A distributee is an Employee or former Employee. In addition, the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, is a distributee with regard to the interest of the Spouse or former Spouse.
A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.
In addition, a Beneficiary who is not the Member's Spouse but who is a "designated beneficiary" within the meaning of Section 401(a)(9)(E) of the Code may elect to have the portion of the distribution that otherwise is an eligible rollover distribution transferred in a trustee-to-trustee transfer to an individual retirement account or an individual retirement annuity that has been established for purposes of receiving such distribution.
A distributee who is a Member, a Spouse of a Member or an alternate payee may elect to directly roll over all or a portion of the eligible rollover distribution to a Roth IRA in a manner permitted by guidance issued by the Internal Revenue Service.
In the event that the provisions of this Section 9.13 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section 9.13 or applicable part thereof shall be ineffective without necessity of further amendment of the Plan.
Any such election shall be made (i) on forms approved by and filed with the Management Benefits and Compensation Committee, (ii) by telephonic, electronic or other data transmission in a manner approved by the Management Benefits and Compensation Committee, or (iii) in any other manner approved by the Management Benefits and Compensation Committee in its sole discretion.
9.14.Limitation on Distribution of Before-Tax Contributions. Notwithstanding any other provisions of the Plan, Participating Before-Tax Contributions and Investment Plan Before-Tax Contributions and any income allocable to such amounts, shall not be distributable earlier than the Member’s Retirement, severance of employment, death or disability, as determined in accordance with Section 401(k)(2) of the Code and the Treasury Regulations thereunder, or upon a showing of financial necessity in accordance with Section 9. 8 hereof. Such Before-Tax Contributions also may be distributed in accordance with Section 401(k)(10) of the Code and solely in the form of a “lump sum distribution” (as defined in Section 401(k)(10)(B)(ii) of the Code), upon termination of the Plan without the establishment or maintenance by the Company of another defined contribution plan (other than an “employee stock ownership plan”, as defined in Section 4975(e)(7) of the Code).
9.15.Special ESOP Rule. Notwithstanding any other provision of the Plan to the contrary, the distribution of a Member’s Vested Account Under the Plan will commence not later than one year after the close of the Plan Year (i) in which the Member separates from service by reason of the attainment of normal retirement age under the Plan, disability, or death, or (ii) which is the fifth Plan Year following the Plan Year in which the Member otherwise separates from service, except that this clause shall not apply if the Member is reemployed by the Company before distribution is required to begin under this clause. In addition, unless the Member elects otherwise to the extent permitted by the Plan, the distribution of the Member’s Account balance will be in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of (i) five years, or (ii) in the case of a Member with an Account balance in excess of $800,000 (as adjusted pursuant to Section 409(o)(2) of the Code), five years plus one additional year (but not more than five additional years) for each $160,000 (as adjusted pursuant to Section 409(o)(2) of the Code)or fraction thereof by which such balance exceeds $800,000 (as adjusted pursuant to Section 409(o)(2) of the Code).
9.16.Special Coronavirus Aid, Relief, and Economic Security Act Provisions. Pursuant to Section 2202 of the CARES Act, during the period from March 27, 2020 through December 31, 2020, an eligible Member may elect to receive a coronavirus-related distribution (as defined in the CARES Act), subject to the terms and conditions specified in the CARES Act and applicable Internal Revenue Service guidance. Such distributions shall be subject to the following terms and conditions: (i) in no event shall such distributions exceed the lesser of $100,000 or the value of the Member’s vested Account balance; (ii) such distributions shall be
subject to certifications in a form approved by the Committee or its delegate; (iii) such distributions may be repaid by Members at any time during the 3-year period commencing on the day after the date of distribution, subject to such procedures as approved by the Committee; and (iv) such distributions shall not be treated as eligible rollover distributions for purposes of Section 9.13.
SECTION X
ADMINISTRATION OF PLAN AND MANAGEMENT OF ASSETS
10.1.The Management Benefits and Compensation Committee shall be the named fiduciary (the “Named Fiduciary”) which shall have authority to control and manage the operation and administration of the Plan and to manage and control its assets. The Management Benefits and Compensation Committee shall consist of not less than three (3) nor more than seven (7) members, as may be appointed by the Board of Directors from time to time. Any member of the Management Benefits and Compensation Committee may resign at will by notice to the Board of Directors or be removed at any time (with or without cause) by the Board of Directors.
10.2.The Named Fiduciary may from time to time allocate fiduciary responsibilities among its members and may designate persons other than members of the Named Fiduciary to carry out fiduciary responsibilities under the Plan, and such persons shall be deemed to be fiduciaries under the Plan with respect to such delegated responsibilities. Fiduciaries may employ one or more persons to render advice with regard to any responsibility such fiduciaries have under the Plan.
10.3. The Named Fiduciary (and its delegates) shall have the exclusive right to interpret any and all of the provisions of the Plan and to determine any questions arising thereunder or in connection with the administration of the Plan. Any decision or action by the Named Fiduciary (and its delegates) shall be conclusive and binding upon all Employees, Members and Beneficiaries. In all instances the Named Fiduciary (and its delegates) shall have complete discretionary authority to determine eligibility for participation and benefits under the Plan, and to construe and interpret all provisions of the Plan and all documents relating thereto including, without limitation, all disputed and uncertain terms. All deference permitted by law shall be given to such constructions, interpretations and determinations.
10.4. Any action to be taken by the Named Fiduciary shall be taken by a majority of its members either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one Committee member and the secretary of the Management Benefits and Compensation Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.
10.5. Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.
SECTION XI
AMENDMENT OR TERMINATION
11.1. No part of the corpus or income of the Trust Fund shall be used for or diverted to purposes other than for the exclusive purpose of providing benefits to Members and their Beneficiaries and defraying reasonable expenses of administering the Plan. Subject to this provision, the Plan may be amended at any time by action of the Management Benefits and Compensation Committee in accordance with its established rules of procedure, and any amendment may be given retroactive effect to the extent permitted by applicable law; provided, however, that no amendment shall have the effect of depriving any Member or Beneficiary of all or any part of the amount then to the credit of his Account under the Plan; and provided, further, that no such amendment which would materially increase the cost of the Plan to the Company shall be made without the consent of the Board of Directors. The Management Benefits and Compensation Committee may, from time to time, delegate its authority to amend the Plan to any committee established by it pursuant to Section 10 of the Plan in accordance with their established rules of procedure.
11.2. The Plan may be terminated or partially terminated, and contributions under the Plan may be completely discontinued, at any time by the Board of Directors in accordance with its established rules of procedure. In the event of termination or partial termination of the Plan or complete discontinuance of contributions under the Plan, (a) no contribution shall be made thereafter with respect to affected Members except for a month or year the last day of which coincides with or precedes such termination, partial termination or discontinuance; (b) no distribution with respect to affected Members shall be made except either as provided in the Plan or as determined by the Board of Directors; (c) the rights of all affected Members to the amounts to the credit of their Accounts as of the date of such termination, partial termination or discontinuance shall vest; and (d) no person shall have any right or interest except with respect to the Trust Fund.
SECTION XII
MISCELLANEOUS
12.1. Except as otherwise required by law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and shall not be subject to attachment, garnishment or other legal process. Notwithstanding the foregoing and any other provision of the Plan to the contrary, distribution of the amount to the credit of a Member’s Account shall be made in accordance with the terms of a qualified domestic relations order to a Member’s Spouse, former Spouse, child or other dependent or any person specified in such order, provided such order and the terms thereof meet the requirements of Section 206(d) of ERISA and Section 401(a)(13) of the Code and the regulations thereunder. All domestic relations orders received by the Plan shall be handled in accordance with reasonable procedures established under the Plan in accordance with such provisions of ERISA and the Code, including a procedure which will permit the distribution to a payee specified in a qualified domestic relations order an amount not exceeding the amount withdrawable by an active Member pursuant to Section 9.7 of the Plan.
12.2. Neither the establishment of the Plan nor participation herein shall confer upon any person any right to be continued as an employee of the Company, and the Company reserves the right to discharge any employee whenever in its sole judgment the interest of the Company so requires. The Plan shall be construed, administered and enforced according to the laws of the State of New York, except to the extent that State law shall have been preempted by the provisions of ERISA or any other laws of the United States heretofore or hereafter enacted, as the same may be amended from time to time.
12.3.Notwithstanding any provision of the Plan to the contrary, any Member with less than three (3) years of Vesting Service who ceases to be an Employee for reasons related to fraud, dishonesty or serious misconduct, as conclusively determined by the Management Benefits and Compensation Committee, shall forfeit the entire amount to the credit of his Account which is attributable to Company Matching Contributions, Additional Matching Contributions, Profit Sharing Contributions and Retirement Contributions.
12.4. If, in the judgment of the Management Benefits and Compensation Committee, a Member or Beneficiary to whom benefits shall be due under the Plan shall be or become incompetent, either physically or mentally, the Management Benefits and Compensation Committee shall have the right to determine to whom such benefits shall be paid for the benefit of such Member or Beneficiary.
12.5. Each Member and Beneficiary shall keep the Company advised of his current address. If amounts become distributable under the Plan and the Company is unable to locate the Member or Beneficiary to whom the distributions are payable, the Account of such Member or Beneficiary shall be closed after three (3) years from the time such distributions first become payable and the amount then to the credit of such Account shall be applied to reduce Company Matching Contributions. If, however, such Member or Beneficiary subsequently makes proper claim to the Company for such amount, the amount to which the Member or Beneficiary is entitled will be restored to the Trust Fund by the Company out of its next contribution, if any, and will be distributable in accordance with the terms of the Plan.
12.6. The Plan shall be administered in accordance with the requirements of ERISA and the Code. No benefits shall become distributable under the Plan until proper application for same has been filed with the Company together with whatever consents by the Member and his Spouse, if any, may be required under ERISA and the Code. The Company and the Management Benefits and Compensation Committee shall be entitled to rely conclusively upon documentation presented to its or their satisfaction that a Member is not married or, if such Member is married at the time of reference, that such Member’s Spouse cannot be located or that the consent of such Spouse is not obtainable for whatever circumstances the Secretary of the Treasury prescribes by regulations as sufficient to justify the commencement or waiver of benefits without spousal consent.
12.7. The Company may elect to pay any administrative fees or expenses. Otherwise the expenses and fees shall be paid from the Trust Fund.
12.8.Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to military service will be provided in accordance with Code Section 414(u). In addition: (a) in the case of a Member who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Member are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Member resumed and then terminated employment on account of death, and (b) differential wage payments shall be treated as provided in Code Section 414(u)(12).
12.9. Notwithstanding anything in this Plan to the contrary, in accordance with the terms of the Employee Benefits Agreement entered into on or about September 30, 2000 between the Corporation and The New D&B Corporation (“New D&B”) (“Moody’s EBA”):
(a)To the extent the full vested account balances in the Profit Participation Plan of The Dun & Bradstreet Corporation (“D&B PPP”) of Members are transferred by the trustee of the D&B PPP to the Trustee of this Plan, such transfers shall be made in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans made under the D&B PPP to Members shall be transferred to this Plan in this form of notes.
(b)With respect to any Member in this Plan who was a participant in the D&B PPP as of the Effective Time (as such term is defined in the Moody’s EBA),
(i)all shares of “New D&B Common Stock” (as such term is defined in the Moody’s EBA) held therein in such Member’s “New D&B Stock Fund” (as such term is defined in the Moody’s EBA) shall be transferred to a non-employer stock fund in this Plan known as “the D&B Common Stock Fund”; and
(ii)all shares of “Moody’s Common Stock” (as such term is defined in the Moody’s EBA) held therein in such Member’s “Moody’s Stock Fund” (as such term is defined in the Moody’s EBA) shall be transferred to an employer stock fund in this Plan known as the Moody’s Common Stock Fund.
From and after the Effective Time, no Member may transfer or contribute any amounts to the New D&B Stock Funds.
(c)If, during the one-year period following the Effective Time, an employee of one of the members of the “D&B Group” (as such term is defined in the Moody’s EBA) (“D&B Employer”) terminates his or her employment with such D&B Employer and then immediately commences employment with the Corporation, such employee’s past service with the D&B Group shall be recognized for all purposes under this Plan, to the extent recognized under the D&B PPP.
SECTION XIII
DETERMINATION OF BENEFITS AND BENEFIT CLAIMS PROCEDURES
13.1.All benefits payable under the Plan shall be authorized in writing by the Management Benefits and Compensation Committee or by such person or committee (such as, but not limited to, an “appeals committee”) to whom such responsibility may have been delegated by the Management Benefits and Compensation Committee pursuant to the power vested in it by Section 10 and shall be communicated in writing to the Member or Beneficiary. Any Employee, Member or Beneficiary for whom no benefits have been authorized, or who disputes the amount of any benefit authorized hereunder, may request the Management Benefits and Compensation Committee, through its appeals committee, either (a) informally or (b) formally in writing, to review and reconsider its determination. Such request may be made to any person or persons authorized by the Management Benefits and Compensation Committee to review same. Upon review and reconsideration of any determination by the appeals committee, the Management Benefits and Compensation Committee shall give or cause to be given to the applicant written notice of its decision. Such notice shall also inform the applicant that he or she may request a further review and reconsideration of the Management Benefits and Compensation Committee’s determination within a specified period of time, which, in no event, shall be less than sixty (60) days from the giving of such notice. Any such requests to the Management Benefits and Compensation Committee must specify in writing the position being taken by the Employee, Member or Beneficiary and the reasons therefor. Such notice shall be filed with the person or persons designated in the notice given by the Management Benefits and Compensation Committee. The Management Benefits and Compensation Committee may thereupon request such further information as it may deem appropriate, and the Management Benefits and Compensation Committee or the applicant shall have the right to require an informal hearing. All decisions by the Management Benefits and Compensation Committee shall be signed by at least one (1) member of the Management Benefits and Compensation Committee and communicated in writing to the applicant and to the Management Benefits and Compensation Committee and shall be final and binding on both.
13.2.The Management Benefits and Compensation Committee shall be appointed by the Board of Directors, and shall consist of not less than three (3) nor more than five (5) members. Any member may resign at will by notice to the Management Benefits and Compensation Committee or be removed (with or without cause by the Board of Directors. The Board of Directors, upon written application to it by any Employee, Member or Beneficiary, shall have final authority under the Plan to review any decision of the Management Benefits and Compensation Committee with respect to the benefits and the amount or form thereof payable under the Plan to any such applicant. The Board of Directors shall have the authority to engage, and rely on the advice of, independent experts, counsel and consultants in the performance of its responsibilities, who may but need not be the same independent experts, counsel or consultants engaged by the Management Benefits and Compensation Committee, and upon request of the Management Benefits and Compensation Committee, the Board of Directors may compensate any such person or persons out of Plan assets.
SECTION XIV
LIMITATIONS ON BENEFITS
14.1.Limitations on Annual Additions. In no event may a Member’s Annual Addition in any Limitation Year exceed the maximum permitted under Section 415 of the Code. For this purpose:
(a)“Annual Addition” means, with respect to any Defined Contribution Plan, the aggregate of -
(i)the amount of the Member’s Participating After-Tax and Before-Tax Contributions and his Investment Plan After-Tax and Before-Tax Contributions;
(ii)the aggregate Company Matching, Additional Matching, and Retirement Contributions and forfeitures allocated to the Member’s Account for the Limitation Year; and
(iii)contributions allocated to any individual medical benefit Account of a 5% owner under a Defined Benefit Plan.
(b)“Limitation Year” means the calendar year.
(c)“Defined Benefit Plan” means any retirement plan maintained by the Company or any affiliated employer within the meaning of Section 415(h) of the Code that is not a Defined Contribution Plan.
(d)“Defined Contribution Plan” means any retirement plan maintained by the Company or any affiliated employer within the meaning of Section 415(h) of the Code which provides for an individual Account for each participant and for benefits based solely on the amount contributed to such Account (and any income, expense, gains and losses, and forfeitures of Accounts of other participants which may be allocated to such Account.
14.2.Maximum Annual Addition. In no event may a Member’s Annual Addition under all Defined Contribution Plans exceed the lesser of: Forty Thousand Dollars ($40,000) (as adjusted pursuant to Section 415(c)of the Code), or one hundred percent (100%) of 415 Compensation.
For purposes of this Plan, "415 Compensation" means the Member's compensation, within the meaning of Treas. Reg. § 1.415-2(d)(1) and (2), for a Limitation Year from the Company and all Affiliated Employers, including, to the extent includible in gross income, the Member’s wages, salary, and other amounts (including fringe benefits, reimbursements, expense allowances, vacation pay, and long-term disability benefits) received or made available or, as applicable, accrued for personal services actually rendered, earned income from sources outside the United States whether or not excluded from taxable gross income, non-
deductible moving expenses paid on behalf of or reimbursed to the Member, non-qualified stock options taxable in the year granted, and, as applicable, amounts previously not included which are earned but not paid in such period because of the timing of pay periods and pay days but are paid during the first few weeks following the end of such period, but excluding deferred compensation, stock options and other distributions that receive special tax benefits. 415 Compensation also includes any amounts deferred pursuant to Section 402(g)(3) of the Code, excludable from the gross income of the Member pursuant to Section 125 of the Code, and qualified transportation fringe benefits described in Section 132(f)(4) of the Code. 415 Compensation includes payments made by the later of 2-1/2 months after severance from employment, or the end of the Limitation Year that includes the date of severance from employment, if, absent a severance from employment, such payments would have been paid to the Member while the Participant continued in employment with the Company, and are regular compensation for services during the Member’s regular working hours, compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses or other similar compensation.
14.3.Interpretation. This Section shall be interpreted in accordance with regulations under Section 415 of the Code, as amended by the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984, and any successor legislation, including, but not limited to the Tax Reform Act of 1986, and any applicable dollar limitations (whether higher or lower than the amounts specifically stated herein) imposed by such legislation if different from the dollar amounts specified herein shall be incorporated herein and shall supersede such stated dollar amounts as though the Plan had been amended accordingly.
14.4.Lump Sum Contribution. For purposes of this Section 14 only, any lump sum Employee contribution made with respect to the Member’s prior Compensation which is made not later than thirty (30) days after the end of a Limitation Year shall be deemed credited to the Member’s Account as of the last day of such Limitation Year; provided, that if all or any portion of such contribution would be in excess of the limitations for such Member for such Limitation Year, such excess amount shall be credited to the Member’s Account as of the date actually contributed.
SECTION XV
MERGERS, CONSOLIDATIONS AND ASSETS OR LIABILITY TRANSFER
15.1.In the case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, each Member and Beneficiary under the Plan shall be entitled to receive a benefit immediately after the merger, consolidation or transfer (if the merged, consolidated or transferee plan then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).
SECTION XVI
TOP-HEAVY CONTINGENCY
16.1.The provisions of this Section 16 shall apply only in a Plan Year in respect of which the Plan becomes top-heavy as herein defined and thereafter to the extent provided herein.
16.2.The Plan shall be considered to be top-heavy in any Plan Year if the aggregation group of which the Plan is required to be a part becomes top-heavy for such year; provided, however, the Plan shall not be considered to be top-heavy in such Plan Year if, by the inclusion of additional plans permitted to be included in such required aggregation group, the resulting permissive aggregation group is not top-heavy for such year.
(a)The required aggregation group as to the Plan shall include the Plan and any pension, profit sharing or stock bonus plan of the Company, its subsidiaries and any other corporation or entity under common control by or with the Company, if such plan is intended to be a qualified plan under Section 401(a) of the Code, and either
(i)includes or has included any key employee as a participant in this Plan Year or in the five (5) preceding Plan Years, or
(ii)enables the Plan or any such plan to meet the anti-discrimination requirements and minimum participation standards applicable to qualified plans under the Code.
(b)The permissive aggregation group shall include plans in the required aggregation group and any other comparable plan of an employer in the controlled group specified in subparagraph (a) or to which such employer contributes, if such plan is intended to be qualified under Section 401(a) of the Code and continues to meet the anti-discrimination requirements and minimum participation standards of the Code when considered together with the plans in the required aggregation group.
16.3.A required aggregation group or a permissive aggregation group shall be considered to be top-heavy if, as of the applicable determination dates, the sum of the present value of the cumulative accrued benefits for key employees under all defined benefit plans in such group and the aggregate value of the Accounts of key employees under all defined contribution plans in such group exceeds sixty percent (60%) of the sum of such values for all employees participating in or eligible for participation in such plans.
(a)The applicable determination date for each such plan shall be the last day of its plan year which immediately precedes the plan year for which such plan is being tested or, in the case of a new plan, the last day of its first plan year.
(b)The present value of accrued benefits of employees under each defined benefit plan shall be determined as of the plan’s most recent Valuation Date within the twelve (12) month period ending on the determination date (or, in the case of a new plan, as of the determination date) and shall be based upon the assumption that each employee
terminated his vesting service on the determination date with a fully vested accrued benefit on such date and elected a lump sum distribution in an amount equal to the present value of such benefit based upon the actuarial assumptions, mortality rates and assumed earnings used to maintain the plan’s minimum funding account as defined in Section 412 of the Code.
(c)The present value of accrued benefits and the values of Accounts used in the sixty percent (60%) calculation described herein shall be increased by all distributions made within the five (5) year period ending on the determination date to employees covered by plans in the aggregation group.
(d)Rollover Accounts, benefits of former key employees, and benefits of persons not employed for the five (5) year period ending on the determination date shall not be taken into account to the extent provided by Section 416(g)(4) of the Code.
(e)Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.
(f)Notwithstanding the foregoing, the present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period." The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.
16.4.A key employee shall include any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $ 130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $ 150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.
16.5.A non-key employee shall include any Employee who is not a key employee.
16.6.In the event the Plan becomes top-heavy for any Plan Year, all plans in the required aggregation group will also be top-heavy for such year and all non-key employees will be participating in more than one top-heavy plan. In such event, there shall be provided to each non-key employee a minimum benefit under the Company’s Retirement Account Plan equal to:
(a)an annual retirement benefit (with no ancillary benefits) commencing at normal retirement at or after age 65 equal to three percent (3%) of his average annual compensation for each year of service from and after December 31, 1983 during which this Plan was top-heavy, excluding any such service in excess of ten (10) years; minus
(b)the amount of such retirement benefit which could be purchased for such Employee by application of all amounts allocated to his Accounts under this Plan and any other defined contribution plan of the Company as the result of employer contributions and forfeitures for all Plan Years during which such Employee was a Member, but excluding any such allocations which were forfeited by such Employee. The determination of the amount of such retirement benefit which could be purchased for each non-key employee shall be made by the Company’s independent actuaries as of the date of such Employee’s termination of service and shall utilize the earnings and actuarial assumptions most recently published by the Pension Benefit Guaranty Corporation.
Average annual compensation of a non-key employee for purposes of the foregoing shall mean his average annual aggregate compensation, as determined under Section 415(c)(3) of the Code, for the five (5) consecutive years of his service resulting in the highest such average (or for the actual years of his service if fewer than five (5)).
16.7.Notwithstanding any provision in the Plan to the contrary, if the Plan becomes top-heavy in any Plan Year, the accrued benefits of all Employees in active service from and after such year shall vest and become nonforfeitable after three (3) years of vesting service.
16.8. In the event the Plan becomes top-heavy, an Employee’s compensation taken into account for purposes of the Plan shall not exceed $200,000 for each Plan Year in which the Plan is or continues to be top-heavy, except that such maximum shall be automatically adjusted without Plan amendment to reflect cost-of-living adjustments made to such amount by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code.
APPENDIX A
TREATMENT OF KMV EMPLOYEES
The following provisions shall apply to employees of KMV commencing on July 1, 2002:
1. KMV's Status as a Company under the Plan. KMV is a Company under the Plan effective as of July 1, 2002.
2. Application of Plan Provisions to KMV Participants. Except as specifically noted herein, all provisions of the Plan shall apply to Eligible Employees who are Employees of KMV and who are hired on or before December 31, 2002 ("KMV Eligible Employees").
3. Participating Contributions and Investment Plan Contributions. KMV Eligible Employees shall be eligible to make Participating Contributions and Investment Plan Contributions under the Plan commencing with the first payroll after July 1, 2002 (or, if later, the date such a KMV Eligible Employee would have been eligible to contribute under the terms of the Plan).
4. Matching Contributions and Additional Matching Contributions. Notwithstanding any other provision of the Plan to the contrary, for the Plan Year ending December 31, 2002, KMV Eligible Employees shall not be eligible to be credited with Matching Contributions or Additional Matching Contributions.
5. Special Profit Sharing Contributions for 2002. KMV Eligible Employees who are Employees on December 31, 2002 shall be eligible to be credited with a Special Profit Sharing Contribution, determined as follows:
a. Eligibility. Only those KMV Eligible Employees who are actually performing services for KMV or are on an approved leave of absence as of December 31, 2002 shall be eligible to be credited with a Special Profit Sharing Contribution.
b. Discretionary Nature of Contribution. The making of the Special Profit Sharing Contribution shall be at the Company's discretion.
c. Amount of Contribution. The amount of the Special Profit Sharing Contribution, if made, that is credited to a KMV Eligible Employee shall equal a percentage (not to exceed fifteen percent (15%)) determined by the Company of the KMV Eligible Employee's Compensation earned from the date of the closing of the transaction by which Moody's Corporation acquired the stock of KMV through December 31, 2002; provided, however, that in no event shall the amount of such Special Profit Sharing Contribution on behalf of any KMV Eligible Employee exceed Thirty Thousand Dollars ($30,000) reduced by the amount (if any) contributed by KMV on behalf of the KMV Eligible Employee for 2002 to the SEP IRA maintained by KMV.
d. Vesting of Contribution. The Special Profit Sharing Contribution shall be 100% vested at all times.
e. Distribution of Contribution. For purposes of Section IX of the Plan, the Special Profit Sharing Contribution shall be treated in the same manner as Matching Contributions made under the Plan.
APPENDIX B
TREATMENT OF GGY EMPLOYEES
The following provisions shall apply to GGY Eligible Participants (as defined below):
1. Application of Plan Provisions to GGY Eligible Participants. Except as specifically noted herein, all provisions of the Plan shall apply to Eligible Employees who were employed under the GGY payroll as of the day before they transfer to the Moody’s payroll ("GGY Eligible Employees").
2. Participating Contributions and Investment Plan Contributions. GGY Eligible Employees shall be eligible to make Participating Contributions and Investment Plan Contributions under the Plan commencing with the first payroll after they become Eligible Employees (the “Eligibility Date”).
3. Special Contributions for 2016. Effective as of March 1, 2016, each GGY Eligible Employee shall be eligible to receive Company contributions pursuant to Section 4.2 of the Plan, based on their Compensation earned on and after such date, subject to the GGY Eligible Employee’s continued employment through the Eligibility Date. Such contributions shall be made by the Company no later than as soon as reasonably practicable following the Eligibility Date.
4. Vesting Service. For purposes of the Plan, each GGY Eligible Employee’s Vesting Service shall include the period from the GGY Eligible Employee’s most recent hire date with GGY through the Eligibility Date (in addition to service thereafter determined in accordance with the terms of the Plan).
EXHIBIT 21
SUBSIDIARIES OF MOODY’S CORPORATION
The following is a list of active, majority-owned subsidiaries of Moody’s Corporation as of December 31, 2020.
U.S. Entities
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Acquire Media U.S., LLC
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Delaware
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Bureau van Dijk Electronic Publishing Inc.
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New York
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Catylist Consulting Inc.
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Delaware
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Catylist Inc.
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Delaware
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Catylist Real Estate Software Inc.
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Delaware
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DVBS, Inc.
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Delaware
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Four Twenty Seven, Inc.
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Delaware
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GGYAXIS, Inc.
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Delaware
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Lewtan Technologies, Inc.
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Massachusetts
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MIS Asset Holdings, Inc.
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Delaware
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MIS Quality Management Corp.
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Delaware
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Moody’s Advisors Inc.
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Delaware
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Moody’s Analytics, Inc.
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Delaware
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Moody’s Analytics Knowledge Services Solutions (US) Inc.
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Delaware
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Moody’s Analytics Solutions, LLC
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Delaware
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Moody’s Assurance Company, Inc.
|
New York
|
Moody’s Assureco, Inc.
|
Delaware
|
Moody’s Capital Markets Research, Inc.
|
Delaware
|
Moody’s Group Holdings, Inc.
|
Delaware
|
Moody’s Holdings LLC
|
Delaware
|
Moody’s International LLC
|
Delaware
|
Moody’s Investors Service, Inc.
|
Delaware
|
Moody’s Overseas Holdings, Inc.
|
Delaware
|
Moody’s Risk Assessments Holdings LLC
|
Delaware
|
Moody’s Risk Assessments, Inc.
|
Delaware
|
Moody’s Shared Services, Inc.
|
Delaware
|
Omega Performance Corporation
|
California
|
Regulatory DataCorp, Inc.
|
Delaware
|
Reis, Inc.
|
Delaware
|
Reis Services LLC
|
Maryland
|
Risk First Inc.
|
Delaware
|
The Moody’s Foundation
|
New York
|
Vigeo Eiris USA, LLC
|
Delaware
|
Wellsford CRC Holdings Corp
|
Maryland
|
Wellsford Ventures, Inc.
|
Maryland
|
ZM Financial Systems, LLC
|
North Carolina
|
Non-US Entities
|
|
|
|
|
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Acquire Media 1 UK Limited
|
UK
|
Administracion de Calificadoras, S.A. de C.V.
|
Mexico
|
Bureau van Dijk Editions Electroniques S.A.S.
|
France
|
Bureau van Dijk Editions Electroniques SARL
|
Switzerland
|
Bureau van Dijk Editions Electroniques SRL
|
Belgium
|
Bureau van Dijk Edizioni Elettroniche S.p.a
|
Italy
|
Bureau van Dijk Electronic Publishing AB
|
Sweden
|
Bureau van Dijk Electronic Publishing ApS
|
Denmark
|
Bureau van Dijk Electronic Publishing B.V.
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Netherlands
|
Bureau van Dijk Electronic Publishing Beijing Co., Ltd.
|
China
|
Bureau van Dijk Electronic Publishing GmbH
|
Germany
|
Bureau van Dijk Electronic Publishing GmbH
|
Austria
|
Bureau van Dijk Electronic Publishing Hong Kong Limited
|
Hong Kong
|
Bureau van Dijk Electronic Publishing K.K.
|
Japan
|
Bureau van Dijk Electronic Publishing LLC
|
Korea
|
Bureau van Dijk Electronic Publishing Ltd.
|
UK
|
Bureau van Dijk Electronic Publishing Pte. Ltd.
|
Singapore
|
Bureau van Dijk Electronic Publishing Pty. Ltd.
|
Australia
|
Bureau van Dijk Electronic Publishing S.A. de C.V.
|
Mexico
|
Bureau van Dijk Electronic Publishing Unipessoal Lda.
|
Portugal
|
Bureau van Dijk Electroniq Publishing S.A. (Pty) Ltd
|
South Africa
|
Bureau van Dijk EP DMCC
|
UAE
|
Bureau van Dijk Publicaçao Eletronica Ltda.
|
Brazil
|
Bureau van Dijk Publicaciones Electronicas S.A.
|
Spain
|
Ethical Investment Research Services (EIRIS) Limited
|
UK
|
Four Twenty Seven France SAS
|
France
|
G.K. Four Twenty Seven Japan
|
Japan
|
Gilliland Gold Young Consulting Inc.
|
Canada
|
ICRA Analytics Limited (f/k/a ICRA Online Limited)
|
India
|
ICRA Lanka Limited
|
Sri Lanka
|
ICRA Limited
|
India
|
ICRA Nepal Limited
|
Nepal
|
KIS Pricing, Inc.
|
Korea
|
Korea Investors Service, Inc.
|
Korea
|
Midroog Ltd.
|
Israel
|
MIS Argentina S.A.
|
Argentina
|
MIS Brazil Servicos Tecnicos Ltda.
|
Brazil
|
MIS Support Center Private Limited
|
India
|
MIS Support Services CR Sociedad de Responsabilidad Ltda.
|
Costa Rica
|
Moody's (China) Limited
|
China
|
Moody's (Japan) K.K.
|
Japan
|
Moody's (UK) Limited
|
UK
|
Moody's America Latina Ltda.
|
Brazil
|
Moody's Analytics (DIFC) Limited
|
UAE
|
Moody's Analytics (India) Private Limited
|
India
|
|
|
|
|
|
|
Moody's Analytics (Malaysia) Sdn.Bhd.
|
Malaysia
|
Moody's Analytics (Thailand), Co. Ltd.
|
Thailand
|
Moody's Analytics Australia Pty. Ltd.
|
Australia
|
Moody's Analytics Canada Inc.
|
Canada
|
Moody's Analytics Czech Republic s.r.o.
|
Czech Republic
|
Moody's Analytics Deutschland GmbH
|
Germany
|
Moody's Analytics do Brasil Soluções para Gerenciamento de Risco de Crédito Ltda
|
Brazil
|
Moody's Analytics Global Education (Canada), Inc.
|
Canada
|
Moody's Analytics Hong Kong Ltd.
|
Hong Kong
|
Moody's Analytics Ireland Ltd.
|
Ireland
|
Moody's Analytics Japan K.K.
|
Japan
|
Moody's Analytics Knowledge Services (Jersey) Limited
|
Jersey
|
Moody's Analytics Knowledge Services (Singapore) Pte. Ltd.
|
Singapore
|
Moody's Analytics Knowledge Services Holdings (Mauritius) Limited
|
Mauritius
|
Moody's Analytics Knowledge Services Research (Mauritius) Limited
|
Mauritius
|
Moody's Analytics Korea Co., Ltd
|
Korea
|
Moody's Analytics SAS
|
France
|
Moody's Analytics Singapore Pte Ltd.
|
Singapore
|
Moody's Analytics Technical Services (Hong Kong) Ltd.
|
Hong Kong
|
Moody's Analytics Technical Services (UK) Limited
|
UK
|
Moody's Analytics UK Limited
|
UK
|
Moody's Asia Pacific Group (Singapore) Pte. Ltd.
|
Singapore
|
Moody's Asia Pacific Ltd.
|
Hong Kong
|
Moody's Canada Inc.
|
Canada
|
Moody's Canada LP
|
Canada
|
Moody's China (B.V.I.) Limited
|
British Virgin Islands
|
Moody's Company Holdings (BVI) I Limited
|
British Virgin Islands
|
Moody's Company Hong Kong Ltd.
|
Hong Kong
|
Moody's Credit Ratings (China) Limited
|
China
|
Moody's de Mexico, S.A. de C.V., I.C.V
|
Mexico
|
Moody's Deutschland GmbH
|
Germany
|
Moody's Eastern Europe LLC
|
Russia
|
Moody's EMEA Financing (Cyprus) Ltd
|
Cyprus
|
Moody's EMEA Holdings Limited
|
UK
|
Moody's Equilibrium I (BVI) Holding Corporation
|
British Virgin Islands
|
Moody's Equilibrium II (BVI) Holding Corporation
|
British Virgin Islands
|
Moody's Finance (BVI) Limited
|
British Virgin Islands
|
Moody's Financing (BVI) Limited
|
British Virgin Islands
|
Moody's Financing (Cyprus) Limited
|
Cyprus
|
Moody's France SAS
|
France
|
Moody's Group (BVI) Limited
|
British Virgin Islands
|
Moody's Group (Holdings) Unlimited
|
UK
|
|
|
|
|
|
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Moody's Group Australia Pty Ltd.
|
Australia
|
Moody's Group Cyprus Ltd.
|
Cyprus
|
Moody's Group Deutschland GmbH
|
Germany
|
Moody's Group Finance Limited
|
UK
|
Moody's Group France SAS
|
France
|
Moody's Group Holdings (BVI) Limited
|
British Virgin Islands
|
Moody's Group Japan G.K.
|
Japan
|
Moody's Group NL B.V.
|
Netherlands
|
Moody's Group UK Ltd.
|
UK
|
Moody's Holdings (B.V.I.) Limited
|
British Virgin Islands
|
Moody's Holdings Ltd.
|
UK
|
Moody's Holdings NL B.V.
|
Netherlands
|
Moody's Information Consulting (Shenzhen) Co. Ltd.
|
China
|
Moody's International (UK) Limited
|
UK
|
Moody's Investment Company India Private Limited
|
India
|
Moody's Investors Service (Beijing), Ltd.
|
China
|
Moody's Investors Service (BVI) Limited
|
British Virgin Islands
|
Moody's Investors Service (Korea) Inc.
|
Korea
|
Moody's Investors Service (Nordics) AB
|
Sweden
|
Moody's Investors Service Cyprus Ltd.
|
Cyprus
|
Moody's Investors Service EMEA Limited
|
UK
|
Moody's Investors Service España SA
|
Spain
|
Moody's Investors Service Hong Kong Ltd.
|
Hong Kong
|
Moody's Investors Service India Private Limited
|
India
|
Moody's Investors Service Limited
|
UK
|
Moody's Investors Service Middle East Limited
|
UAE
|
Moody's Investors Service Pty Limited
|
Australia
|
Moody's Investors Service Singapore Pte. Ltd.
|
Singapore
|
Moody's Investors Service South Africa (Pty) Limited
|
South Africa
|
Moody's Israel Holdings Inc.
|
British Virgin Islands
|
Moody's Italia S.r.l.
|
Italy
|
Moody's Latin America Holding Corp.
|
British Virgin Islands
|
Moody's Lithuania, UAB
|
Lithuania
|
Moody's Local (Chile) SpA (f/k/a Equilibrium (Chile) Holding SpA)
|
Chile
|
Moody's Local AR Agente de Calificación de Riesgo S.A. (f/k/a Moody's Latin America Agente de Calificacion de Riesgo S.A.)
|
Argentina
|
Moody's Local PA Calificadora de Riesgo S.A (f/k/a Equilibrium Calificadora de Riesgo S.A.)
|
Panama
|
Moody's Local PE Clasificadora de Riesgo S.A(f/k/a Equilibrium Clasificadora de Riesgo S.A.)
|
Peru
|
Moody's Mauritius Holdings Ltd.
|
Mauritius
|
Moody's Risk Assessments Limited
|
UK
|
Moody's SF Japan K.K.
|
Japan
|
Moody's Shared Services India Private Ltd
|
India
|
Moody's Shared Services UK Limited
|
UK
|
Moody's Singapore Pte. Ltd.
|
Singapore
|
Moody's South Africa (B.V.I.) Limited
|
British Virgin Islands
|
|
|
|
|
|
|
Nile 6 (f/k/a Skyval Holdings LLP)
|
UK
|
Omega Performance Corp./S.C.C. Á Rendement Omega
|
Canada
|
Omega Performance Corporation Pty. Limited
|
Australia
|
Omega Performance NZ Limited
|
New Zealand
|
Omega Performance Pte. Ltd.
|
Singapore
|
Pragati Development Consulting Services Ltd
|
India
|
PT ICRA Indonesia
|
Indonesia
|
RBA International Limited
|
UK
|
Regulatory DataCorp Limited
|
UK
|
Regulatory DataCorp Private Limited
|
Singapore
|
Risk First (Holdings) Limited
|
UK
|
Risk First (IP) Limited
|
UK
|
Risk First Enterprise Limited
|
UK
|
Risk First Group Limited
|
UK
|
Risk First Limited
|
UK
|
Risk First Management Services Limited
|
UK
|
Skyval Limited
|
UK
|
Vigeo Belgium SA/NV
|
Belgium
|
Vigeo Eiris Canada Inc.
|
Canada
|
Vigeo Eiris Chile SpA
|
Chile
|
Vigeo Eiris Hong Kong Limited
|
Hong Kong
|
Vigeo Eiris Singapore Pte. Ltd
|
Singapore
|
Vigeo Italia S.r.l
|
Italy
|
Vigeo SAS
|
France
|
Yellow Maple Holding B.V.
|
Netherlands
|
Yellow Maple I B.V.
|
Netherlands
|
Yellow Maple II B.V.
|
Netherlands
|
Zephus Ltd.
|
UK
|
Yellow Maple I B.V.
|
Netherlands
|
Yellow Maple II B.V.
|
Netherlands
|
Zephus Ltd.
|
UK
|
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors of Moody’s Corporation:
We consent to the incorporation by reference in the registration statements (No. 333-236611, No. 333-170727, No. 333-170753, No. 333-145127, No. 333-126564, No. 333-103496, No. 333-47848, No. 333-81121, No. 333-68555, No. 333-64653, No. 333-60737, No. 333-57915, No. 333-57267, No. 333-192333, No. 333-192334, No. 333-228577, No. 333-223724) on Forms S-3, S-4 and S-8 of Moody’s Corporation (the Company) of our report dated February 19, 2021, with respect to the consolidated balance sheets of Moody’s Corporation as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2020, which report appears in the December 31, 2020 annual report on Form 10-K of Moody’s Corporation.
Our report on the consolidated financial statements refers to a change in the method of accounting for leases in 2019 due to the adoption of Accounting Standard Codification (ASC) Topic 842, Leases.
/s/ KPMG LLP
New York, New York
February 19, 2021
EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Fauber, certify that:
1.I have reviewed this annual report on Form 10-K of Moody’s Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ ROBERT FAUBER
|
|
Robert Fauber
|
President and Chief Executive Officer
|
|
February 19, 2021
|
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Kaye, certify that:
1.I have reviewed this annual report on Form 10-K of Moody’s Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ MARK KAYE
|
|
Mark Kaye
|
Senior Vice President and Chief Financial Officer
|
|
February 19, 2021
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Moody’s Corporation on Form 10-K for the year ended December 31, 2020 as filed with the SEC on the date hereof (the “Report”), I, Robert Fauber, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ ROBERT FAUBER
|
|
Robert Fauber
|
President and Chief Executive Officer
|
|
February 19, 2021
|
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Moody’s Corporation on Form 10-K for the year ended December 31, 2020 as filed with the SEC on the date hereof (the “Report”), I, Mark Kaye, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ MARK KAYE
|
|
Mark Kaye
|
Senior Vice President and Chief Financial Officer
|
|
February 19, 2021
|