Moody’s Annual Report 2020

Plain-text annual report

ANNUAL REPORT | 2020 Raymond W. McDaniel, Jr. Letter from the Chairman of the Board It seems a gross understatement to characterize 2020 as an unprecedented year. The effects of the global pandemic, multiple natural disasters and signiﬁcant resulting economic hardship were compounded by events such as Brexit in the UK and racial injustice in the US. These events exposed polarized divisions and forced reexamination of how the societies in which we live interact. Stepping back and taken holistically, we can see clearly how these and many other risk events interrelate. Even in this highly challenging environment, Moody’s achieved substantial success. The ability to adapt to uncertain and highly changeable conditions is a testament to the character and values of Moody’s and the more than 11,000 employees who represent the company around the world. It speaks to the resiliency of our diverse organization as connected members of a community and to Moody’s long-term strategies, which encourage us to focus on customers’ needs in the most challenging of times. I’m proud and grateful for the commitment of our workforce as they adapted throughout the year. One urgent example of the connectedness of global events is climate change. Moody’s has taken important steps to bring environmental, social and governance (ESG) considerations into the center of our business. We have made robust progress on climate commitments and performance, and have enhanced our external sustainability proﬁle. We will be the ﬁrst S&P 500 company to afﬁrm the principles outlined in the “Say on Climate” campaign, where stockholders will vote on the company’s decarbonization plan at our upcoming Annual Meeting. ESG and climate change considerations are critical to managing risk and seizing opportunities in today’s global capital markets and Moody’s is committed to systemically and transparently integrating ESG considerations into our credit ratings and risk management solutions. In fact, a detailed discussion of ESG considerations is now included in all our rating committees. As Directors, we recognize our responsibility to work with Moody’s management to ensure that stockholders’ and other stakeholders’ interests are being heard. Increasingly, our focus has also moved to positioning the company appropriately on issues of social justice and racial equity. We are proud to be recognized for our efforts by the Human Rights Campaign, the Bloomberg Gender Equality Index, Financial Times, Working Mother and many others. Moody’s recently introduced the new Multicultural Customer Initiative, a collaboration across the enterprise to help multicultural institutions grow and prosper with the aid of our expertise, products and services. The company has conducted outreach with several community development ﬁnancial institutions in the US who promote economic revitalization within distressed communities. As a ﬁrst step, Moody’s has placed cash deposits with two Black-owned banks, City First Bank and Carver Federal Savings Bank, to help them support the communities they serve. This work also complements the Supplier Diversity initiative, aimed at providing equal access to all companies seeking to conduct business with Moody’s. I’m incredibly proud of how far we’ve come, but we still have work to do, and no one is more able to accelerate our growth priorities than Rob Fauber, Moody’s new President and Chief Executive Ofﬁcer. Rob’s record of achievement during his 15 years at the company, combined with his deep knowledge of our businesses and the needs of our customers, make him the ideal leader to take Moody’s into its next chapter. Since joining Moody’s in 2005, he has shown himself to be an innovative, strategic and results-oriented leader. He has also shown himself to be someone who cares deeply about our people. MOODY’S 2020 ANNUAL REPORT 1 Rob has grown with the company and served in multiple senior leadership roles, most recently as Chief Operating Ofﬁcer, where he had responsibility for Moody’s Investors Service and Moody’s Analytics, as well as strategy and marketing for the corporation. Having worked closely with him for many years, I ﬁrmly believe that he will continue to enhance our strengths while championing collaboration, innovation and efﬁciency across the company. Moody’s future is in excellent hands. I must also take this opportunity to acknowledge and thank my predecessor and mentor, Henry McKinnell Jr., Ph.D., for his years as Chairman. Hank’s leadership of the Board has been fundamental to the success of our company and his wise counsel helped us navigate such fundamental events as taking Moody’s public in 2000, managing through the ﬁnancial crisis, and of course most recently performing through the Covid-19 pandemic. I would also like to recognize and thank Basil Anderson, who served this Board with distinction for 17 years and whose perspective and insight was invaluable to our strategic thinking and growth plans. The combined wisdom and experience provided by Hank and Basil will be greatly missed. Again, thank you both. In closing, I am very appreciative of our stockholders, many of whom have supported the company for more than a decade. I’m grateful to our Directors for their collective insight, and I welcome Lloyd Howell to our Board as the newest Director. I want to congratulate Moody’s management for their leadership and focus, and the employees for their exemplary commitment to each other and to customers. In a world of rapidly evolving challenges, Moody’s remains well- positioned to turn those challenges into opportunities in 2021 and beyond. Raymond W. McDaniel, Jr. Chairman of the Board 2 MOODY’S 2020 ANNUAL REPORT Robert Fauber Letter from the President & Chief Executive Ofﬁcer It’s my privilege and honor to write to you for the ﬁrst time as Moody’s President and Chief Executive Ofﬁcer. I am deeply appreciative of Ray McDaniel’s leadership and contributions over his nearly 34 years at Moody’s and grateful to begin my tenure having inherited the leadership of a company that plays a critically important role in the world and which is in a strong position for growth, with a bright future. Our purpose as a company is to provide knowledge, clarity and fairness to an interconnected world, and no year has tested that purpose more than 2020. We rose to the challenge, and today we are executing against a clear strategic vision for our future as a global integrated risk assessment business guided by the evolving needs of our customers. Our values and our culture are the bedrock of our success, and I am excited and optimistic about our future growth and evolution. REFLECTING ON A YEAR OF UNPRECEDENTED CHALLENGES 2020 was an exceptionally difﬁcult year in many ways, but one in which we really delivered for our employees, our customers, our stockholders and our communities. I couldn’t be more proud of our employees and their dedication and resilience in adapting to the pandemic and the immense changes it brought for all of us and for our customers. I am especially proud of the way our people, in more than 40 countries, pivoted seamlessly to remote work while keeping our customers’ needs at the core of what we do. Through it all, we have supported and cared for each other, with a range of new programs focusing on employee well-being, development and engagement. As the pandemic unfolded, our customers looked to our expertise and our insights to help them navigate this challenging and uncertain environment. Early on, Moody’s Investors Service (MIS) took a measured and thoughtful approach to ratings – and conducted extensive engagement to assist issuers, investors, regulators and the market in understanding that approach. Throughout 2020, MIS played a vital role in the continued efﬁcient functioning of global debt capital markets, rating more than $5.5 trillion in global debt issuance. We pivoted to virtual engagement, resulting in greater customer interaction that ultimately translated to a 300% increase in attendance at Moody’s events in 2020. As our customers’ needs evolved, Moody’s Analytics (MA) continued its product innovation, including the launch of our Know Your Supplier portal to support hospital procurement of Covid-19 supplies; the development of our award-winning QUIQspread™ platform, which automates manual ﬁnancial statement spreading; and the integration of RDC’s risk data into our vast Orbis entity data platform, creating a market-leading one-stop shop for mission-critical Know Your Customer risk assessment. In 2020, we expanded our capabilities in important domains and extended our reach in key markets through a series of acquisitions and investments. We also brought our environmental, social and governance (ESG) and climate capabilities together in the newly formed ESG Solutions Group, aligning our efforts across the ﬁrm in this critically important area. The efforts of our employees and their focus on our customers translated into a year of ﬁnancial success for our stockholders, with Moody’s revenue up 11% to $5.4 billion and adjusted diluted EPS growth of 22%. MIS revenue grew an impressive 15% on the strength of global debt issuance activity and comprehensive coverage of global debt capital markets. MA had another strong year, growing 6% as usage of MA’s products reached an all-time high, supported by strong retention rates. Together, this performance speaks to the value of our products in helping our customers make better decisions, particularly during challenging times. A COMMITMENT TO OUR COMMUNITIES As the purpose of corporations evolves, we understand that our success must be a shared success. In 2020, we enhanced the support we provided to those in need and raised the bar for our environmental stewardship. We made an $11 million contribution to the Moody’s Foundation to advance MOODY’S 2020 ANNUAL REPORT 3 its work empowering people with the ﬁnancial knowledge, resources and conﬁdence they need to create a better future and to reach their potential. The events of the past year have also underscored the importance of a strong commitment to diversity and inclusion, both internally and externally. This past year, we launched a number of diversity, equity and inclusion initiatives across our company and within the communities where we operate, including $2 million in commitments supporting equal justice and educational opportunities. We are very proud to have been recognized once again for our efforts in the Bloomberg Equality Index, Diversity Inc’s Top 50 List, and as a leader for LGBTQ inclusion in the Human Rights Campaign’s Corporate Equality Index for the tenth consecutive year. We are also taking decisive action to promote environmental sustainability and address climate change. In 2020, we established clear environmental commitments relating to science-based targets for reducing our greenhouse gas emissions, procuring 100% renewable energy and expanding our carbon neutrality plans. We were the ﬁrst S&P 500 company to join the “Say on Climate” campaign, and our actions achieved strong validation as Moody’s earned a prestigious “A List” ranking from CDP. LOOKING FORWARD Looking forward, organizations face a complex, inter-linked world of risks and varied stakeholders. Covid-19 has further accelerated the digitization of manual processes across the ﬁnancial sector and highlighted the importance of resilience and scenario planning. Organizations are managing many new risks, from ESG to climate, to cyber, to ﬁnancial crime. They are seeking a more holistic, 360-degree view of risk – who they are connecting to and who they are doing business with. There are signiﬁcant ﬁnancial and reputational impacts for not managing these risks effectively and customers are looking for trusted partners who have the scale, rigor and capabilities to help them make better decisions about a wide range of risks. As CEO, I am focused on three key areas to meet these market needs and realize our full potential as a global integrated risk assessment business: First, sharpening our understanding of how our customers’ needs are evolving, and delivering solutions that can draw on the breadth and depth of our capabilities. Second, investing with intent to grow and scale, deepening and extending our presence in 4 MOODY’S 2020 ANNUAL REPORT new and expanding risk assessment markets, as we have done successfully in the Know Your Customer space. Third, collaborating, modernizing and innovating with a focus on technology interoperability and data access that allows our customers to maximize our data, analytic and technology capabilities. And of course, all of this is underpinned by supporting and developing our people so that we have the skills and culture needed to drive our business forward. For the last year, we have referred to Moody’s as an integrated risk assessment business. Today, we serve a range of risk assessment use cases and end markets collectively worth more than $35 billion per year. Our largest risk assessment business is MIS, which serves ﬁxed income issuers and investors as an integral component of global debt capital markets. And, as Moody’s has evolved, we can now help customers make better decisions about everything from customer onboarding to commercial lending to sustainable investing, and much more. Increasingly, we are combining our data, analytics and insights with our deep domain expertise and technology enablement to provide our customers solutions for identifying, measuring and managing risk. We continue to invest in these datasets and analytics capabilities, which are increasingly important across a growing number of risk assessment use cases and markets. 2020 was a record year for Moody’s and a strong validation of the value we provide. I am focused on delivering on our mission of providing trusted insights and standards to help decision-makers act with conﬁdence. We will put our customers and stakeholders front and center in what we do and how we do it. On behalf of everyone at Moody’s, I extend my sincere thanks to our stockholders and our customers for their support. With the passion, agility and drive our employees have shown in these difﬁcult times, and a clear vision for our future, we are positioned for even greater success in 2021 and beyond. Robert Fauber President & Chief Executive Ofﬁcer Moody’s Corporation DIRECTORS Raymond W. McDaniel, Jr.(4*) Chairman of the Board of Directors Moody’s Corporation Basil L. Anderson(1,2,3) Retired Vice Chairman Staples, Inc. Jorge A. Bermudez(1,2,3) Retired Chief Risk Ofﬁcer Citigroup, Inc. Thérèse Esperdy(1,2,3) Retired Global Chairman of Financial Institutions Group JPMorgan Chase & Co. Robert Fauber(4) President & Chief Executive Ofﬁcer Moody’s Corporation Vincent A. Forlenza(1,2*,3,4 ) Lead Independent Director Moody’s Corporation Retired Chief Executive Ofﬁcer Becton Dickinson Kathryn M. Hill(1,2,3*,4 ) Retired Senior Vice President Cisco Systems Inc. Henry A. McKinnell, Jr., Ph.D.(1,2,3) Retired Chief Executive Ofﬁcer Pﬁzer Inc. Leslie F. Seidman(1*,2,3,4) Former Chairman Financial Accounting Standards Board Bruce Van Saun(1,2,3) Chairman & Chief Executive Ofﬁcer Citizens Financial Group, Inc. BOARD COMMITTEES 1 Audit 2 Governance & Nominating 3 Compensation & Human Resources 4 Executive * Committee Chairman Corporate Secretary Elizabeth M. McCarroll Stockholders and other stakeholders may communicate with the Board, or with a speciﬁc director or directors, by writing to: c/o Corporate Secretary Moody’s Corporation 7 World Trade Center 250 Greenwich Street New York, NY 10007 Vice Presidents David Hogan Treasurer Scott Kapusta Global Tax Chief Credit Officer Richard Cantor Chief Compliance Officer Helene Gurian Chief Government & Public Affairs Officer Lisa Rabbe Head of Investor Relations Shivani Kak SENIOR MANAGEMENT Robert Fauber President & Chief Executive Ofﬁcer Stephen Tulenko President, Moody’s Analytics Michael West President, Moody’s Investors Service John J. Goggins Executive Vice President & General Counsel Senior Vice Presidents Mona Breed Chief Information Ofﬁcer Jeffrey R. Hare Risk Management Melanie Hughes Chief Human Resources Ofﬁcer Mark Kaye Chief Financial Ofﬁcer Scott Kenney Risk Management & Chief Audit Executive David Platt Chief Strategy Ofﬁcer Caroline Sullivan Corporate Controller MOODY’S 2020 ANNUAL REPORT 5 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) Delaware (STATE OF INCORPORATION) 13-3998945 (I.R.S. EMPLOYER IDENTIFICATION NO.) 7 World Trade Center at 250 Greenwich Street, New York, New York 10007 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300. SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS TRADING SYMBOL(S) NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock, par value $0.01 per share 1.75% Senior Notes Due 2027 0.950% Senior Notes Due 2030 MCO MCO 27 MCO 30 New York Stock Exchange New York Stock Exchange New York Stock Exchange 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. Large Accelerated Filer ☑ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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 2020 10-K MOODY’S CORPORATION INDEX TO FORM 10-K Glossary of Terms and Abbreviations PART I. Item 1. BUSINESS Background The Company Human Capital Moody’s Strategy Prospects for Growth Competition Regulation Intellectual Property Available Information Executive Officers of the Registrant Item 1A. RISK FACTORS Item 1B. UNRESOLVED STAFF COMMENTS Item 2. Item 3. Item 4. Item 5. PROPERTIES LEGAL PROCEEDINGS MINE SAFETY DISCLOSURES MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES PART II. Moody’s Purchases of Equity Securities Common Stock Information Equity Compensation Plan Information Performance Graph Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company Critical Accounting Estimates Reportable Segments Results of Operations Market Risk Liquidity and Capital Resources Recently Issued Accounting Pronouncements Contingencies Forward-Looking Statements Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Item 8. Item 9. FINANCIAL STATEMENTS CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Item 9A. CONTROLS AND PROCEDURES 2 MOODY'S 2020 10-K Page(s) 4-9 10 10 10-15 16-19 20-21 22-24 24 24-25 26 26 27-28 29-39 40 40 40 40 41 41 41 41 42 43 43 44-49 49 50-63 63-64 65-70 71 71 71 72 73-130 131 131 Item 9B. OTHER INFORMATION Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATION GOVERNANCE Item 11. EXECUTIVE COMPENSATION PART III. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV. INDEX TO EXHIBITS Item 16. FORM 10-K SUMMARY SIGNATURES Page(s) 131 132 132 132 132 132 133 133-137 137 138 MOODY'S 2020 10-K 3 The following terms, abbreviations and acronyms are used to identify frequently used terms in this report: GLOSSARY OF TERMS AND ABBREVIATIONS TERM ABS Suite DEFINITION 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 Acquire Media (AM) An aggregator and distributor of curated real-time news, multimedia, data, and alerts; acquired by the Company on October 21, 2020 Acquisition-Related Amortization Amortization of definite-lived intangible assets acquired by the Company from all business combination transactions Acquisition-Related Expenses Consists of expenses incurred over a multi-year period to complete and integrate the acquisition of Bureau van Dijk Adjusted Diluted EPS Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures” Adjusted Net Income Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures” Adjusted Operating Income Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP Financial Measures" Adjusted Operating Margin Adjusted Operating Income divided by revenue Americas Represents countries within North and South America, excluding the U.S. AML AOCI API ASC Anti-money laundering Accumulated other comprehensive income (loss); a separate component of shareholders’ equity (deficit) Application Programming Interface 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 Asia-Pacific Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand ASR ASU B&H Board BPS Brexit Accelerated Share Repurchase 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 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 The board of directors of the Company Basis points The withdrawal of the United Kingdom from the European Union Bureau van Dijk 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 Catylist CCXI A provider of commercial real estate (CRE) solutions for brokers; acquired by the Company on December 30, 2020 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. 4 MOODY'S 2020 10-K TERM CFG CLO CMBS COLI DEFINITION Corporate finance group; an LOB of MIS Collateralized loan obligation Commercial mortgage-backed securities; an asset class within SFG Corporate-Owned Life Insurance Commission European Commission Common Stock The Company’s common stock Company Content COVID-19 CP CP Notes CP Program Moody’s Corporation and its subsidiaries; MCO; Moody’s 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 An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic Commercial Paper Unsecured commercial paper issued under the 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 DBPPs Credit rating agencies Defined benefit pension plans Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act EBITDA EMEA EPS ERS ESA ESG ESMA ESPP ETR EU EUR EURIBOR Eurozone Earnings before interest, taxes, depreciation and amortization Represents countries within Europe, the Middle East and Africa Earnings per share Enterprise Risk Solutions; an LOB within MA, which offers risk management software solutions as well as related risk management advisory engagements services Economics and Structured Analytics; part of the RD&A line of business within MA Environmental, Social and Governance European Securities and Markets Authority Employee stock purchase plan Effective tax rate European Union Euros The Euro Interbank Offered Rate 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 Fermat Financial Accounting Standards Board 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 MOODY'S 2020 10-K 5 TERM FIG DEFINITION 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 FX GAAP GBP GDP GDPR ICRA INR IRS IT KIS Financial Times Stock Exchange Foreign exchange U.S. Generally Accepted Accounting Principles British pounds Gross domestic product European Union’s General Data Protection Regulation ICRA Limited; a provider of credit ratings and research in India. Indian Rupee Internal Revenue Service Information technology Korea Investors Service, Inc.; a Korean rating agency and consolidated subsidiary of the Company KIS Pricing KIS Research Korea Investors Service Pricing, Inc.; a Korean provider of fixed income securities pricing and consolidated subsidiary of the Company Korea Investors Service Research; a Korean provider of financial research and consolidated subsidiary of the Company Korea KYC LIBOR LOB MA Republic of South Korea Know-your-customer London Interbank Offered Rate Line of business 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 MALS MCO MD&A MESG MIS MIS Other 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 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 Moody’s; Moody’s Corporation and its subsidiaries; the Company Management’s Discussion and Analysis of Financial Condition and Results of Operations Moody's ESG Solutions Group Moody’s Investors Service—a reportable segment of MCO; consists of five LOBs—SFG, CFG, FIG, PPIF and 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 6 MOODY'S 2020 10-K TERM MSS NAV DEFINITION 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. 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 NM Non-GAAP NRSRO OCI Not applicable Percentage change is not meaningful 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 Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC. 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 PPIF Post-Contract Customer Support 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 RD&A 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. 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 MOODY'S 2020 10-K 7 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 RMBS ROU Asset SaaS SEC A company providing risk analytic solutions for the asset management and pension fund communities; acquired by the Company in July 2019 Residential mortgage-backed securities; an asset class within SFG 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 Software-as-a-Service U.S. Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SFG SG&A SSP T&M Tax Act Structured finance group; an LOB of MIS Selling, general and administrative expenses Standalone selling price Time-and-Material 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. U.S. USD UTPs United Kingdom United States U.S. dollar 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 8 MOODY'S 2020 10-K 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 2020 MA Strategic Reorganization 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. 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 2017 Senior Notes Due 2028 Principal amount of $500 million, 2.625% senior unsecured notes due January 15, 2023 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 2018 Senior Notes Due 2048 Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029 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 2020 Senior Notes Due 2050 2020 Senior Notes Due 2060 Principal amount of $700 million, 3.75% senior unsecured notes due March 24, 2025 Principal amount of $300 million, 3.25% senior unsecured notes due May 20, 2050 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 MOODY'S 2020 10-K 9 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 integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s is a global 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 59.7% 2020 Adjusted Operating Margin A global integrated risk assessment firm that empowers organizations to make better decisions Total 2020 Revenue of $5.4 billion Global provider of data and analytic solutions which help companies make better and faster decisions. 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 10 MOODY'S 2020 10-K 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 2020 10-K 11 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 Planning and budgeting Analytical capabilities • 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. Access to capital • 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. Transparency, credit comparison and market stability • Signals a willingness by issuers to be transparent and provides issuers with an independent assessment against which to compare creditworthiness. • A Moody’s rating may • Moody’s ratings and facilitate access to both domestic and international debt capital. 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. 12 MOODY'S 2020 10-K MIS by the Numbers 5,000+ Rated Non-Financial Corporates 16,000+ Rated Public Finance Issuers 3,600+ Rated Financial Institutions 145 Rated Sovereigns 47 Rated Supranational Institutions 459 Rated Sub-Sovereigns 9,100+ Rated Structured Finance Deals 1,000+ Rated Infrastructure & Public Finance Issuers 202 Rating Methodologies 140+ 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 2020 10-K 13 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. MA's Diverse Product Solutions Continuous expansion and refinement of content, tools and user experience to help customers make better and faster decisions. Integrated Experience: Ease of Use Enhanced Content and Coverage: More Value Onboard customers Confirm KYC, AML Gather financials Create credit statistics Analyze credit and transaction Assess creditworthiness of portfolio Compliance modules Leverage BvD, RDC and Acquire Media data Spreading tools Prepopulate and digitize financials World class credit research and analytics Early warning signals and credit scoring Consider risks holistically Climate change, cyber, macro- economic ESG impact of customer’s business Multichannel Delivery Third party platforms Mobile Web Excel add-in API 14 MOODY'S 2020 10-K MA Customers by the Numbers 1,500+ Asset Managers 2,900+ Commercial Banks 3,100+ Corporations 675+ Insurance Companies 300+ Real Estate Entities 155+ Countries where MA customers operate 225+ Securities Dealers and Investment Banks 4,000+ Government & Other Entities 337,000+ Individuals accessed the Moody's research website 31,000+ Customer users accessed the Moody's research website in 2020 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. MOODY'S 2020 10-K 15 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. Total Workforce: Gender U.S. Workforce: Ethnicity 1% 41% 58% 5% 46% 49% Male Female Not Disclosed White POC Not Disclosed 16 MOODY'S 2020 10-K Total Officers and Managers: Gender U.S. Officers and Managers: Ethnicity 35% 65% 4% 43% 53% Male Female White POC Not Disclosed 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. MOODY'S 2020 10-K 17 Employee Population As of December 31, 2020 and 2019, the number of Moody’s full-time equivalent employees was as follows: Global Headcount December 31, 2020 2019 Change % 1,512 3,564 5,076 2,004 2,963 4,967 709 738 1,447 1,453 3,358 4,811 1,810 3,023 4,833 645 792 1,437 4,225 7,265 11,490 3,908 7,173 11,081 4 % 6 % 6 % 11 % (2)% 3 % 10 % (7)% 1 % 8 % 1 % 4 % MIS MA MSS U.S. Non-U.S. Total U.S. Non-U.S. Total U.S. Non-U.S. Total Total MCO U.S. Non-U.S. Total 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. 18 MOODY'S 2020 10-K Employee Engagement, Learning and Development Management monitors employee turnover rates as presented in the chart below: Voluntary Turnover Involuntary Turnover 11% 11% 15% 12% 7% 7% 7% 7% 11% 6% 4% 4% 2% 2% 4% 3% MIS MA MSS Total MCO MIS MA MSS Total MCO 2020 2019 2020 2019 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 2020 10-K 19 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. Moody’s Priorities for Strategic Growth Global Integrated Risk Assessments Moody's Core Strengths Strategic Adjacencies and Expand into New Geographies Standard Solutions and Insights Business Adjacencies Credit Data Analytics Trusted Brand Proprietary data and integrated analytics Commercial Real Estate Know Your Customer ESG Regional Expansion Business-credit products Expanded global customer base EMEA Asia Pacific Latin America Moody’s invests in initiatives to implement the Company’s strategy, including internally led organic development and targeted acquisitions. Illustrative examples include: Enhancements to ratings quality and product extensions Investments that extend ownership and participation in joint ventures and strategic alliances Expansion in emerging markets New products, services, content and technology capabilities to meet customer demands Selective bolt-on acquisitions that accelerate the ability to scale and grow Moody’s businesses 20 MOODY'S 2020 10-K During 2020, Moody’s continued to invest in and acquire complementary businesses as further described below: Date Business Company Stake Strategic Commentary December 2020 Commercial Real Catylist, Inc 100% Estate December 2020 Risk Solutions ZM Financial Systems 100% November 2020 ESG & KYC MioTech Minority October 2020 Data Acquire Media 100% 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. 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. 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. 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. August 2020 Credit Ratings Minority Malaysian Rating Corporation Berhad (MARC) 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. 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. 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. Moody's Priorities Looking Forward Realizing the full potential of our global integrated risk assessment opportunity Sharpen focus on understanding and delivering for our customers World-class customer experience Invest with intent to grow and scale Collaborate, modernize and innovate Deepen and extend our presence in risk assessment markets Technology interoperability and data access MOODY'S 2020 10-K 21 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: Health of the world’s major economies Debt capital markets activity Disintermediation of credit markets Fiscal and monetary policy of governments Expansion of market for integrated data and analytics solutions 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. Priorities for Strategic Growth: ESG Integrated Across All Platforms, Driving Growth and Enhanced Relevance MIS Integration MA Integration MESG ESG Classification ESG Credit Scores Real Estate Solutions Moodys.com ESG Measures Climate Solutions Risk Analytics & Regulatory Reporting Index Solutions Credit Ratings & Research Heat Maps Lending Solutions and Tools APIs, and Data Feeds SME Solutions Sustainable Finance 22 MOODY'S 2020 10-K 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 macroeconomic and capital market factors including: fixed income markets in a given year is dependent on many Interest rates Business investment spending Corporate refinancing needs Merger and acquisition activity Issuer financial health Consumer borrowing levels Securitization activity Expansion of ratings coverage 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 2020 10-K 23 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: 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. 24 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 25 INTELLECTUAL PROPERTY Moody’s and its affiliates own and control a variety of intellectual property, including but not limited to: Proprietary information Publications Databases Trademarks Research Software tools and applications Domain names Models and methodologies Other proprietary materials that, in the aggregate, are of material importance to Moody’s business 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/. 26 MOODY'S 2020 10-K INFORMATION ABOUT OUR EXECUTIVE OFFICERS Name, Age, Position and Biographical Data 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. 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. 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. 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. MOODY'S 2020 10-K 27 Name, Age, Position and Biographical Data 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. 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. 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. 28 MOODY'S 2020 10-K ITEM 1A. RISK FACTORS Please carefully consider the following discussion of significant factors, events and uncertainties that make an investment in the the “forward-looking” statements Company’s securities risky and provide important 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. information for the understanding of 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. MOODY'S 2020 10-K 29 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 in MA assuming greater financial and legal risk under service agreements with such with such customers and/or result 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. 30 MOODY'S 2020 10-K – – – 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. MOODY'S 2020 10-K 31 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. including anti-corruption, antitrust and securities trading laws, 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, 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. 32 MOODY'S 2020 10-K 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; MOODY'S 2020 10-K 33 – – – – – – – – – 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. 34 MOODY'S 2020 10-K 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, for the Company to rapidly expand operations in order to including those under-taken to date, could make it difficult 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. MOODY'S 2020 10-K 35 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. 36 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 37 – – – – – – 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. 38 MOODY'S 2020 10-K 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’ 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. information, or financial 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. MOODY'S 2020 10-K 39 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. 40 MOODY'S 2020 10-K 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: Period October 1- 31 November 1- 30 December 1- 31 Total Total Number of Shares Purchased (1) 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) 2,306 396,164 511,332 909,802 $ $ $ $ — 277.73 278.92 278.40 — 395,735 502,196 897,931 $1,081 million $971 million $831 million (1) (2) 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. 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. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) 3,167,939 (1) $ — 3,167,939 $ $ Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (b) 133.95 — 133.95 (c) 17,620,777 (3) — 17,620,777 Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (1) (2) (3) 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. Does not reflect unvested restricted shares or performance share awards included in column (a) because these awards have no exercise price. 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. MOODY'S 2020 10-K 41 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 Moody’s Corporation S&P 500 Composite Index Russell 3000—Financial Services Index $350 $300 $250 $200 $150 $100 12/15 12/16 12/17 12/18 12/19 12/20 2015 2016 2017 2018 2019 2020 Year Ended December 31, Moody’s Corporation $ 100.00 $ 95.41 $ 151.24 $ 145.03 $ 248.37 $ 306.18 S&P 500 Composite Index $ 100.00 $ 111.96 $ 136.40 $ 130.42 $ 171.49 $ 203.04 Russell 3000—Financial Services Index $ 100.00 $ 117.96 $ 141.49 $ 129.67 $ 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. 42 MOODY'S 2020 10-K 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 Moody’s reports in two segments: MIS and MA. integrated risk assessment firm that empowers organizations and investors to make better decisions. 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. MOODY'S 2020 10-K 43 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. 44 MOODY'S 2020 10-K 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). MIS Content ERS MALS ICRA Bureau van Dijk Reis Totals Goodwill 10 % 20 % 30 % 40 % Deficit Caused by a Hypothetical Reduction to Fair Value Sensitivity Analysis $ 99 $ 381 800 127 212 2,746 191 $ 4,556 $ — — — — — — — — $ $ — — — — (2) — (22) (24) $ $ — — — (12) (44) — (48) $ (104) $ — — — (37) (85) (266) (74) (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. MOODY'S 2020 10-K 45 – 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. 46 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 47 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 48 MOODY'S 2020 10-K 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. (dollars in millions) Weighted Average Discount Rates (1) Weighted Average Assumed Compensation Growth Rate Assumed Long-Term Rate of Return on Pension Assets Assumptions Used for 2021 Estimated Impact on 2021 Income before Provision for Income Taxes (Decrease)/ Increase 2.24%/2.30% $ 3.62 % $ 5.45 % $ (11) 2 (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. MOODY'S 2020 10-K 49 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: – – 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. 50 MOODY'S 2020 10-K 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. Financial measure: 2020 2019 % Change Favorable / (Unfavorable) Year Ended December 31, 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 MA External Revenue $ 2,079 $ 1,954 issuance (both investment-grade and high-yield) as issuers bolstered liquidity positions in response to COVID-19 uncertainties and issued opportunistically for refinancing needs 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 Adjusted Operating Margin 49.7 % 47.4 % 230BPS partially offset by growth in operating expenses 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 Adjusted Diluted EPS $ 10.15 $ $ 7.42 8.29 27 % — increase reflects strong operating income/Adjusted Operating Income growth as described above 22 % MOODY'S 2020 10-K 51 Moody’s Corporation Revenue: United States Non-U.S.: EMEA Asia-Pacific Americas Total Non-U.S. Total Expenses: Operating SG&A Restructuring Depreciation and amortization Acquisition-Related Expenses Loss pursuant to the divestiture of MAKS Total Operating income Adjusted Operating Income (1) Interest expense, net Other non-operating income, net Non-operating (expense) income, net Net income attributable to Moody’s Diluted weighted average shares outstanding Diluted EPS attributable to Moody’s common shareholders Adjusted Diluted EPS (1) Operating margin Adjusted Operating Margin (1) Effective tax rate $ $ $ Year Ended December 31, 2020 2019 % Change Favorable (Unfavorable) $ 2,955 $ 2,544 16% 7% 4% 4% 6% 11% (6%) (5%) 17% (10%) 100% 36% (5%) 20% 16% 1% 130% 15% 25% 1% 27% 22% 1,545 571 300 2,416 5,371 1,475 1,229 50 220 — 9 2,983 2,388 2,667 (205) 46 (159) 1,778 189.3 9.39 10.15 $ $ $ 1,446 551 288 2,285 4,829 1,387 1,167 60 200 3 14 2,831 1,998 2,291 (208) 20 (188) 1,422 191.6 7.42 8.29 44.5 % 49.7 % 20.3 % 41.4 % 47.4 % 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. 52 MOODY'S 2020 10-K GLOBAL REVENUE __________________________________________________________________________________________________________________________________________________________ 2020----------------------------------------------------------------------------------------------------------------------2019 55% 45% 44% 56% 53% 47% 44% 56% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship 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 $1,475 $1,475 $1,387 $1,387 $1,229 $1,229 $1,167 $1,167 Compensation Non-compensation Compensation Non-compensation 2020 2019 - ------------------------------------- 2020 2019 ----------- 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 — an increase in incentive compensation aligned with financial and operating performance. 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: — lower travel costs and disciplined expense management in light of the COVID-19 crisis. — 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; 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. MOODY'S 2020 10-K 53 Other Expenses 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 ETR ⇓ 70BPS 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. 54 MOODY'S 2020 10-K 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, 2020 2019 % Change Favorable (Unfavorable) Revenue: Corporate finance (CFG) Structured finance (SFG) Financial institutions (FIG) Public, project and infrastructure finance (PPIF) Total ratings revenue MIS Other Total external revenue Intersegment royalty Total Expenses: Operating and SG&A (external) Operating and SG&A (intersegment) Restructuring Depreciation and amortization Total expense Operating income Restructuring Depreciation and amortization Captive insurance company settlement Adjusted Operating Income Operating margin Adjusted Operating Margin $ 1,857 $ 1,497 362 530 496 3,245 47 3,292 148 3,440 1,380 7 19 70 1,476 1,964 $ 19 70 — 427 476 446 2,846 29 2,875 134 3,009 1,265 9 31 71 1,376 1,633 31 71 10 2,053 $ 1,745 57.1 % 59.7 % 54.3 % 58.0 % $ $ 24% (15%) 11% 11% 14% 62% 15% 10% 14% (9%) 22% 39% 1% (7%) 20% 39% 1% 100% 18% MOODY'S 2020 10-K 55 MOODY'S INVESTORS SERVICE REVENUE 2020----------------------------------------------------------------------------------------------------------------------2019 __________________________________________________________________________________________________________________________________________________________ 37% 34% 40% 37% 63% 66% 60% 63% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship MIS: Global revenue ⇑ $417 million U.S. Revenue ⇑ $347 million The increase in global MIS revenue (and in both U.S. and non-U.S. revenue) reflected growth across all LOBs, excluding SFG. Non-U.S. Revenue ⇑ $70 million – CFG REVENUE 2020----------------------------------------------------------------------------------------------------------------------2019 __________________________________________________________________________________________________________________________________________________________ 30% 25% 35% 29% 70% 75% 65% 71% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship 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: $1,857 $1,497 2020 2019 Bank loans High-yield Investment-grade (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. 56 MOODY'S 2020 10-K 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 __________________________________________________________________________________________________________________________________________________________ 41% 48% 52% 59% 37% 42% 63% 58% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship SFG: Global revenue ⇓ $65 million Global SFG revenue for the years ended December 31, 2020 and 2019 was comprised as follows: U.S. Revenue ⇓ $56 million Non-U.S. Revenue ⇓ $9 million $362 $427 2020 2019 Structured credit CMBS RMBS Asset-backed securities 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. MOODY'S 2020 10-K 57 FIG REVENUE 2020----------------------------------------------------------------------------------------------------------------------2019 __________________________________________________________________________________________________________________________________________________________ 47% 53% 50% 50% 42% 58% 45% 55% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship 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: $530 $476 2020 2019 Other accounts (FIG) Managed investments Insurance Banking 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 __________________________________________________________________________________________________________________________________________________________ 37% 32% 37% 35% 63% 68% 63% 65% U.S. Non-U.S. Transaction Relationship U.S. Non-U.S. Transaction Relationship 58 MOODY'S 2020 10-K 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: $496 $446 Project and infrastructure Public finance / sovereign 2020 2019 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 $1,380 $1,380 $1,265 $1,265 Compensation Non-compensation 2020 2019 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: — annual salary increases and hiring; — higher incentive compensation aligned with financial and operating performance; — inorganic expense growth from the aforementioned acquisitions; partially offset by — benefits from the 2018 Restructuring Program The increase is primarily due to: — 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 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: — 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 MOODY'S 2020 10-K 59 Other Expenses 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, 2020 2019 % Change Favorable (Unfavorable) Revenue: Research, data and analytics (RD&A) $ 1,514 $ 565 — 2,079 7 2,086 1,324 148 31 150 — 9 1,273 522 159 1,954 9 1,963 1,289 134 29 129 3 14 $ $ 1,662 1,598 $ 424 31 150 — 9 — 614 $ 20.3 % 29.4 % 365 29 129 3 14 6 546 18.6 % 27.8 % 19% 8% (100%) 6% (22%) 6% (3%) (10%) (7%) (16%) 100% 36% (4%) 16% (7%) (16%) 100% 36% 100% 12% Enterprise risk solutions (ERS) Professional services (PS) Total external revenue Intersegment revenue Total MA Revenue Expenses: Operating and SG&A (external) Operating and SG&A (intersegment) Restructuring Depreciation and amortization Acquisition-Related Expenses Loss pursuant to the divestiture of MAKS Total expense Operating income Restructuring Depreciation and amortization Acquisition-Related Expenses Loss pursuant to the divestiture of MAKS Captive insurance company settlement Adjusted Operating Income Operating margin Adjusted Operating Margin 60 MOODY'S 2020 10-K MOODY'S ANALYTICS REVENUE 2020----------------------------------------------------------------------------------------------------------------------2019 __________________________________________________________________________________________________________________________________________________________ 43% 57% 9% 91% 42% 58% 15% 85% U.S. Non-U.S. Relationship Transaction U.S. Non-U.S. Relationship Transaction U.S. Revenue ⇑ $64 million MA: Global revenue ⇑ $125 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. Non-U.S. Revenue ⇑ $61 million – – 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 __________________________________________________________________________________________________________________________________________________________ 44% 56% 5% 95% 44% 56% 1% 99% U.S. Non-U.S. Relationship Transaction U.S. Non-U.S. Relationship Transaction 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%. MOODY'S 2020 10-K 61 ERS REVENUE 2020----------------------------------------------------------------------------------------------------------------------2019 __________________________________________________________________________________________________________________________________________________________ 39% 21% 39% 23% 61% 79% 61% 77% U.S. Non-U.S. Relationship Transaction U.S. Non-U.S. Relationship Transaction 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 $1,324 $1,324 $1,289 $1,289 Compensation Non-compensation 2020 2019 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 — benefits from the 2018 Restructuring Program 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 of approximately $40 million coupled with disciplined expense management across other expense categories in light of the COVID-19 crisis 62 MOODY'S 2020 10-K Other Expenses 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) Sell U.S. dollar U.S. dollar U.S. dollar U.S. dollar U.S. dollar U.S. dollar U.S. dollar Euro Buy Impact on fair value of contract if foreign currency weakened by 10% British pound Canadian dollar Euro Japanese yen Singapore dollar Indian Rupee Russian Ruble British pound $30 million unfavorable impact $10 million unfavorable impact $45 million unfavorable impact $1 million unfavorable impact $5 million unfavorable impact $2 million unfavorable impact $1 million unfavorable impact $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. MOODY'S 2020 10-K 63 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. 64 MOODY'S 2020 10-K 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: Net cash provided by operating activities Net cash (used in) provided by investing activities Net cash used in financing activities Free Cash Flow (1) Year Ended December 31, 2020 2,146 (1,077) (351) 2,043 $ $ $ $ 2019 1,675 36 (1,563) 1,606 $ $ $ $ $ $ $ $ $ Change Favorable (unfavorable) 471 (1,113) 1,212 437 (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. MOODY'S 2020 10-K 65 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: $500 $500 $500 $700 $612 $500 $400 $918 $600 $400 $500 $300 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 // 2044 // 2048 // 2050 2060 USD Fixed EUR Fixed 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. 66 MOODY'S 2020 10-K 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: Payments Due by Period (in millions) Indebtedness (1) Operating lease obligations Purchase obligations Pension obligations (2) Total (3) Total Less Than 1 Year 1-3 Years 3-5 Years Over 5 Years $ 9,167 $ 579 224 149 192 110 108 46 $ 1,373 $ 1,492 $ 192 107 22 160 9 21 6,110 117 — 60 $ 10,119 $ 456 $ 1,694 $ 1,682 $ 6,287 (1) (2) (3) Reflects principal payments, related interest and applicable fees due on all indebtedness outstanding as described in Note 18 to the consolidated financial statements. 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. 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. MOODY'S 2020 10-K 67 Operating income Adjustments: Restructuring Depreciation and amortization Acquisition-Related Expenses Loss pursuant to the divestiture of MAKS Captive insurance company settlement Adjusted Operating Income Operating margin Adjusted Operating Margin Year ended December 31, 2020 2019 $ 2,388 $ 1,998 50 220 — 9 — 60 200 3 14 16 $ 2,667 $ 2,291 44.5 % 49.7 % 41.4 % 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. Amounts in millions Net income attributable to Moody’s common shareholders Pre-Tax Acquisition-Related Expenses Tax on Acquisition-Related Expenses Net Acquisition-Related Expenses Pre-Tax Acquisition-Related Intangible Amortization Expenses Tax on Acquisition-Related Intangible Amortization Expenses Net Acquisition-Related Intangible Amortization Expenses Pre-Tax Restructuring Tax on Restructuring Net Restructuring Pre-tax captive insurance company settlement Tax on captive insurance company settlement Net captive insurance company settlement Tax charge pursuant to the divestiture of MAKS Loss pursuant to the divestiture of MAKS Adjusted Net Income 68 MOODY'S 2020 10-K $ $ $ $ — — 124 (28) 50 (12) — — Year ended December 31, 2020 $ 1,778 2019 $ 1,422 3 — 103 (24) 60 (15) 16 (4) $ $ $ $ — 96 38 — — 9 3 79 45 12 13 14 $ 1,921 $ 1,588 Below is a reconciliation of this measure to its most directly comparable U.S. GAAP amount: Year ended December 31, 2020 2019 $ 9.39 $ 7.42 Diluted earnings per share attributable to Moody’s common shareholders Pre-Tax Acquisition-Related Expenses Tax on Acquisition-Related Expenses Net Acquisition-Related Expenses Pre-Tax Acquisition-Related Intangible Amortization Expenses Tax on Acquisition-Related Intangible Amortization Expenses Net Acquisition-Related Intangible Amortization Expenses Pre-Tax Restructuring Tax on Restructuring Net Restructuring Pre-tax captive insurance company settlement Tax on captive insurance company settlement Net captive insurance company settlement Tax charge pursuant to the divestiture of MAKS Loss pursuant to the divestiture of MAKS $ $ $ $ — — 0.66 (0.15) 0.26 (0.06) — — $ $ $ $ 0.02 — 0.54 (0.12) 0.31 (0.08) 0.08 (0.02) — 0.51 0.20 — — 0.05 Adjusted Diluted EPS $ 10.15 $ Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates. 0.02 0.42 0.23 0.06 0.07 0.07 8.29 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: Net cash provided by operating activities Capital additions Free Cash Flow Net cash (used in) provided by investing activities Net cash used in financing activities Year ended December 31, 2020 2,146 (103) 2,043 (1,077) (351) $ $ $ $ 2019 1,675 (69) 1,606 36 (1,563) $ $ $ $ MOODY'S 2020 10-K 69 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 ABS Suite Regulatory DataCorp Acquire Media July 25, 2019 October 1, 2019 February 13, 2020 October 21, 2020 January 1, 2020 - July 24, 2020 January 1, 2020 - September 30, 2020 February 13, 2020 - December 31, 2020 October 21, 2020 - December 31, 2020 Divestiture MAKS Divestiture Date 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, 2020 2019 Change $ 2,079 $ 1,954 $ (12) (6) (52) (2) — — — — — (94) 2,007 $ 1,860 $ Year Ended December 31, 2020 2019 Change 1,514 $ 1,273 $ (6) (52) (2) (56) — — — — 1,398 $ 1,273 $ 125 (12) (6) (52) (2) 94 147 241 (6) (52) (2) (56) 125 Growth 6% 8% Growth 19% 10% Year Ended December 31, 2020 2019 Change Growth 565 (12) 553 $ $ 522 — 522 $ $ 43 (12) 31 8% 6% $ $ $ $ $ Amounts in millions MA revenue RiskFirst ABS Suite Regulatory Data Corp Acquire Media MAKS Organic MA revenue Amounts in millions RD&A revenue ABS Suite Regulatory Data Corp Acquire Media MALS Organic RD&A revenue Amounts in millions ERS revenue RiskFirst revenue Organic ERS revenue 70 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 71 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. 72 MOODY'S 2020 10-K ITEM 8. FINANCIAL STATEMENTS Index to Financial Statements Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Financial Statements: Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Shareholders’ Equity (Deficit) Notes to Consolidated Financial Statements Page(s) 74 75-76 77 78 79 80 81-83 84-130 Schedules are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto. MOODY'S 2020 10-K 73 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 74 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 75 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 76 MOODY'S 2020 10-K MOODY’S CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions, except per share data) Revenue Expenses Operating Selling, general and administrative Restructuring Depreciation and amortization Acquisition-Related Expenses Loss pursuant to the divestiture of MAKS Total expenses Operating income Non-operating (expense) income, net Interest expense, net Other non-operating income, net Non-operating (expense) income, net Income before provision for income taxes Provision for income taxes Net income Less: Net (loss) income attributable to noncontrolling interests Net income attributable to Moody’s Earnings per share Basic Diluted Weighted average shares outstanding Basic Diluted $ $ $ The accompanying notes are an integral part of the consolidated financial statements Year Ended December 31, 2020 2019 $ 5,371 $ 4,829 $ 1,475 1,229 50 220 — 9 2,983 2,388 (205) 46 (159) 2,229 452 1,777 (1) 1,778 9.48 9.39 187.6 189.3 $ $ $ 1,387 1,167 60 200 3 14 2,831 1,998 (208) 20 (188) 1,810 381 1,429 7 1,422 7.51 7.42 189.3 191.6 $ $ $ 2018 4,443 1,246 1,080 49 192 8 — 2,575 1,868 (215) 19 (196) 1,672 352 1,320 10 1,310 6.84 6.74 191.6 194.4 MOODY'S 2020 10-K 77 MOODY’S CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in millions) Year Ended December 31, 2020 Pre-tax amounts Tax amounts After-tax amounts Year Ended December 31, 2019 Pre-tax amounts Tax amounts After-tax amounts Year Ended December 31, 2018 Pre-tax amounts Tax amounts After-tax amounts Net Income Other Comprehensive Income (Loss): Foreign Currency Adjustments: Foreign currency translation adjustments, net Foreign currency translation adjustments - reclassification of losses included in net income Net (losses) gains on net investment hedges Net investment hedges - reclassification of gains included in net income Cash Flow Hedges: Net losses on cash flow hedges Reclassification of losses included in net income Pension and Other Retirement Benefits: Amortization of actuarial losses/prior service costs and settlement charge included in net income Net actuarial (losses) gains and prior service costs Total Other Comprehensive (Loss) Income Comprehensive Income Less: comprehensive (loss) income attributable to noncontrolling interests Comprehensive Income Attributable to Moody’s $ 1,777 $ 1,429 $ 1,320 $ 361 $ (13) $ 348 $ (22) $ (1) $ (23) $ (315) $ — $ (315) — (364) (1) (68) 3 8 — 91 — 17 (1) — (273) 32 35 (1) (3) (51) 2 — — — (9) 1 — — 32 26 (2) — — (2) 6 3 (1) 2 (42) 10 (32) (32) 8 (24) — 41 — (1) — 5 6 — (7) — — — (1) (2) — 34 — (1) — 4 4 $ (103) $ 102 $ (1) $ 13 $ (2) $ 11 $ (264) $ (10) $ (274) 1,776 (8) 1,440 11 1,046 (12) $ 1,784 $ 1,429 $ 1,058 The accompanying notes are an integral part of the consolidated financial statements. 78 MOODY'S 2020 10-K MOODY’S CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in millions, except share and per share data) ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net of allowances for credit losses of $34 in 2020 and $20 in 2019 Other current assets Total current assets Property and equipment, net Operating lease right-of-use assets Goodwill Intangible assets, net Deferred tax assets, net Other assets Total assets LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities Current portion of operating lease liabilities Deferred revenue Total current liabilities Non-current portion of deferred revenue Long-term debt Deferred tax liabilities, net Uncertain tax positions Operating lease liabilities Other liabilities Total liabilities Contingencies (Note 21) Redeemable noncontrolling interest 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. Capital surplus Retained earnings Treasury stock, at cost; 155,808,563 and 155,215,143 shares of common stock at December 31, 2020 and December 31, 2019, respectively Accumulated other comprehensive loss Total Moody’s shareholders’ equity Noncontrolling interests Total shareholders’ equity December 31, 2020 2019 $ 2,597 $ 99 1,430 383 4,509 278 393 4,556 1,824 334 515 1,832 98 1,419 330 3,679 292 456 3,722 1,498 229 389 $ $ 12,409 $ 10,265 1,039 $ 94 1,089 2,222 98 6,422 404 483 427 590 10,646 — — — 3 735 11,011 (9,748) (432) 1,569 194 1,763 773 89 1,050 1,912 112 5,581 357 477 485 504 9,428 6 — — 3 642 9,656 (9,250) (439) 612 219 831 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 2020 10-K 79 MOODY’S CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) Cash flows from operating activities Net income Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization Stock-based compensation Deferred income taxes Prepayment penalty relating to early redemption of debt Settlement of treasury rate lock ROU Asset impairment & other non-cash restructuring/impairment charges Loss pursuant to the divestiture of MAKS Changes in assets and liabilities: Accounts receivable Other current assets Other assets Lease obligations Accounts payable and accrued liabilities Deferred revenue Unrecognized tax positions and other non-current tax liabilities Other liabilities Net cash provided by operating activities Cash flows from investing activities Capital additions Purchases of investments Sales and maturities of investments Cash received upon disposal of a business, net of cash transferred to purchaser Cash paid for acquisitions, net of cash acquired Receipts from settlements of net investment hedges Payments for settlements of net investment hedges Net cash (used in) provided by investing activities Cash flows from financing activities Issuance of notes Repayment of notes Issuance of commercial paper Repayment of commercial paper Proceeds from stock-based compensation plans Repurchase of shares related to stock-based compensation Treasury shares Dividends Dividends to noncontrolling interests Payment for noncontrolling interest Debt issuance costs, extinguishment costs and related fees Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period The accompanying notes are an integral part of the consolidated financial statements 80 MOODY'S 2020 10-K Year Ended December 31, 2020 2019 2018 $ 1,777 $ 1,429 $ 1,320 220 154 (44) 24 (68) 36 9 31 (38) (49) (10) 247 (29) (12) (102) 2,146 (103) (181) 104 — (897) 2 (2) (1,077) 1,491 (800) 789 (792) 51 (104) (503) (420) (1) (23) (39) (351) 47 765 $ 1,832 2,597 $ 200 136 (38) 12 — 38 14 (134) (88) (69) (16) 65 76 8 42 192 130 (99) — — — — (136) (9) (17) — (99) 139 59 (19) 1,675 1,461 (69) (138) 174 226 (162) 12 (7) 36 824 (950) 1,317 (1,320) 45 (77) (991) (378) (3) (12) (18) (1,563) (1) 147 1,685 1,832 $ (91) (193) 161 6 (289) — — (406) 1,090 (800) 989 (1,120) 47 (62) (203) (337) (5) — (11) (412) (30) 613 1,072 1,685 l a t o T l ’ s r e d o h e r a h S y t i u q E ) t i c i f e D ( - n o N s t s e r e t n I g n i l l o r t n o C s ’ y d o o M l a t o T l ’ s r e d o h e r a h S y t i u q E ) t i c i f e D ( $ 3 1 2 $ ) 8 2 3 ( $ ) 2 7 1 ( s s o L $ ) 3 5 1 , 8 ( $ ) 9 . 1 5 1 ( t n u o m A s e r a h S r e h t O d e t a l u m u c c A e v i s n e h e r p m o C ) 5 1 1 ( 0 2 3 , 1 ) 3 4 3 ( — 6 5 1 1 3 1 ) 6 1 ( ) 3 0 2 ( ) 4 ( 0 1 ) 9 3 3 ( 0 1 3 , 1 6 5 1 — 1 3 1 ) 6 1 ( ) 3 0 2 ( ) 2 ( 3 4 ) 3 0 2 ( 5 . 1 ) 2 . 1 ( 1 3 1 ) 9 5 ( 5 6 4 , 7 0 1 3 , 1 ) 9 3 3 ( 2 6 5 1 n o i t a r o p r o C s ’ y d o o M l f o s r e d o h e r a h S k c o t S y r u s a e r T k c o t S n o m m o C I I ) T C F E D ( I Y T U Q E ’ S R E D L O H E R A H S F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r e p t p e c x e , s n o i l l i m n i s t n u o m A ( I N O T A R O P R O C S Y D O O M ’ d e n i a t e R i s g n n r a E l a t i p a C l s u p r u S t n u o m A s e r a h S $ 9 2 5 $ 3 $ . 9 2 4 3 7 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N ) e r a h s r e p 6 7 . 1 $ ( s d n e d v D i i t e n , t s o c e g a r e v a t l a s n a p n o i t a s n e p m o c d e s a b - k c o t s r o f d e u s s i s e r a h S x a t f o t e n ( y t i v i t c a e g d e h t n e m t s e v n i t e n f o t e n , t j n e m t s u d a n o i t a s n a r t l y c n e r r u C d e s a h c r u p e r s e r a h s y r u s a e r T n o i t a s n e p m o c d e s a b - k c o t S 1 0 - 6 1 0 2 U S A f o n o i t p o d A g n i t n u o c c A e u n e v e R f o n o i t p o d A d r a d n a S t ) n o i l l i m 7 $ f o ) 1 8 2 ( ) 2 2 ( ) 9 5 2 ( ) 9 5 2 ( 4 4 ) 1 ( 6 5 6 $ 7 9 1 $ 9 5 4 $ ) 6 2 4 ( $ ) 3 1 3 , 8 ( $ ) 6 . 1 5 1 ( 4 9 5 , 8 $ 1 0 6 $ 3 $ . 9 2 4 3 8 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B 4 4 ) 1 ( 4 4 ) 1 ( t s o c e c v r e s i r o i r p d n a s n a g i l a i r a u t c a t e N ) n o i l l i m 2 $ f o x a t f o t e n ( ) n o i l l i m 1 $ f o x a t f o t e n ( s e s s o l l a i r a u t c a d n a s t s o c e c v r e s i r o i r p f o n o i t a z i t r o m A h s a c n o n a g d e z i i l a e r n u d n a d e z i l a e r t e N ) n o i l l i m 1 $ f o x a t f o t e n ( s e g d e h w o l f 1 8 K - 0 1 ' 0 2 0 2 S Y D O O M . s t n e m e t a t s l i a c n a n i f d e t a d i l o s n o c e h t f o t r a p l a r g e n t i n a e r a i s e t o n g n y n a p m o c c a e h T ) e g a p t x e n n o d e u n i t n o c ( y t i u q E 6 5 6 9 2 4 , 1 ) 3 8 3 ( — 6 3 1 ) 2 3 ( ) 2 1 ( 7 1 ) 1 9 9 ( 3 3 ) 4 2 ( 2 1 3 8 l a t o T l ’ s r e d o h e r a h S 7 ) 3 ( ) 3 ( 7 1 4 ) 0 8 3 ( 2 2 4 , 1 — 6 3 1 ) 9 ( ) 2 3 ( — ) 1 9 9 ( 9 2 ) 4 2 ( 2 ) 0 2 ( 9 2 ) 4 2 ( 2 $ 7 9 1 $ 9 5 4 - n o N s t s e r e t n I g n i l l o r t n o C y t i u q E s ’ y d o o M l a t o T l ’ s r e d o h e r a h S $ ) 6 2 4 ( s s o L $ ) 3 1 3 , 8 ( $ ) 6 . 1 5 1 ( t n u o m A s e r a h S r e h t O d e t a l u m u c c A e v i s n e h e r p m o C k c o t S y r u s a e r T d e n i a t e R i s g n n r a E l a t i p a C l s u p r u S t n u o m A s e r a h S k c o t S n o m m o C 4 9 5 , 8 2 2 4 , 1 ) 0 8 3 ( 0 2 $ 1 0 6 $ 3 $ . 9 2 4 3 8 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N ) e r a h s r e p 0 0 . 2 $ ( s d n e d v D i i n o i t a r o p r o C s ’ y d o o M l f o s r e d o h e r a h S d e u n i t n o c Y T U Q E I ’ S R E D L O H E R A H S F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r e p t p e c x e , s n o i l l i m n i s t n u o m A ( I N O T A R O P R O C S Y D O O M ’ 8 3 6 . 1 ) 5 7 9 ( ) 2 . 5 ( 6 3 1 ) 9 ( ) 0 7 ( ) 6 1 ( o t g n i t l a e r , 2 0 - 8 1 0 2 U S A f o n o i t p o d A t c A x a T e h t , t s o c e g a r e v a t l a s n a p n o i t a s n e p m o c d e s a b - k c o t s r o f d e u s s i s e r a h S n o i t a s n e p m o c d e s a b - k c o S t t s e r e n t i g n i l l o r t n o c n o n f o e s a h c r u P t e n x a t f o t e n ( y t i v i t c a e g d e h t n e m t s e v n i t e n f o t e n , t j n e m t s u d a n o i t a s n a r t l y c n e r r u C d e s a h c r u p e r s e r a h s y r u s a e r T s i r i E o e g V i f i o n o i t i s u q c a y t i r o a m j m o r f g n i t l u s e r t s e r e t n i g n i l l o r t n o c - n o N ) n o i l l i m 9 $ f o i e c v r e s r o i r p d n a s e s s o l l a i r a u t c a t e N ) n o i l l i m 8 $ f o x a t f o t e n ( t s o c ) n o i l l i m 1 $ f o x a t f o t e n ( s e s s o l l a i r a u t c a d n a s t s o c e c v r e s i r o i r p f o n o i t a z i t r o m A $ 9 1 2 $ 2 1 6 $ ) 9 3 4 ( $ ) 0 5 2 , 9 ( $ ) 2 . 5 5 1 ( 6 5 6 , 9 $ 2 4 6 $ 3 $ . 9 2 4 3 9 1 0 2 , 1 3 r e b m e c e D t a e c n a a B l . s t n e m e t a t s l i a c n a n i f d e t a d i l o s n o c e h t f o t r a p l a r g e n t i n a e r a s e t o n i g n y n a p m o c c a e h T ) e g a p t x e n n o d e u n i t n o c ( K - 0 1 ' 0 2 0 2 S Y D O O M 2 8 y t i u q E 1 3 8 8 7 7 , 1 ) 4 2 4 ( ) 2 ( 4 5 1 ) 3 5 ( ) 7 1 ( ) 3 0 5 ( 4 7 ) 2 3 ( 6 ) 9 4 ( 3 6 7 , 1 l a t o T l ’ s r e d o h e r a h S — ) 3 ( ) 4 1 ( ) 8 ( ) 1 2 4 ( 8 7 7 , 1 ) 2 ( 4 5 1 ) 3 ( ) 3 5 ( ) 3 0 5 ( 2 8 ) 2 3 ( 6 ) 9 4 ( $ 9 1 2 $ 2 1 6 - n o N s t s e r e t n I g n i l l o r t n o C y t i u q E s ’ y d o o M l a t o T l ’ s r e d o h e r a h S r e h t O d e t a l u m u c c A e v i s n e h e r p m o C $ ) 9 3 4 ( s s o L $ ) 0 5 2 , 9 ( $ ) 2 . 5 5 1 ( t n u o m A s e r a h S n o i t a r o p r o C s ’ y d o o M l f o s r e d o h e r a h S k c o t S y r u s a e r T k c o t S n o m m o C d e u n i t n o c Y T U Q E I ’ S R E D L O H E R A H S F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r e p t p e c x e , s n o i l l i m n i s t n u o m A ( I N O T A R O P R O C S Y D O O M ’ d e n i a t e R i s g n n r a E l a t i p a C l s u p r u S t n u o m A s e r a h S 6 5 6 , 9 8 7 7 , 1 ) 1 2 4 ( ) 2 ( $ 2 4 6 $ 3 $ . 9 2 4 3 9 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N s e s s o L t i d e r C w e N f o n o i t p o d A d r a d n a t S g n i t n u o c c A ) e r a h s r e p 4 2 . 2 $ ( s d n e d v D i i 2 8 ) 2 3 ( 6 ) 9 4 ( 5 4 . 1 ) 3 0 5 ( ) 0 . 2 ( 4 5 1 ) 8 5 ( ) 3 ( — t e n , t s o c e g a r e v a t l a s n a p n o i t a s n e p m o c d e s a b - k c o t s r o f d e u s s i s e r a h S x a t f o t e n ( y t i v i t c a e g d e h t n e m t s e v n i t e n f o t e n , t j n e m t s u d a n o i t a s n a r t l y c n e r r u C d e s a h c r u p e r s e r a h s y r u s a e r T t s e r e n t i g n i l l o r t n o c n o n f o e s a h c r u P n o i t a s n e p m o c d e s a b - k c o S t ) n o i l l i m 8 7 $ f o i e c v r e s r o i r p d n a s e s s o l l a i r a u t c a t e N ) n o i l l i m 0 1 $ f o x a t f o t e n ( t s o c d n a s t s o c e c v r e s i r o i r p f o n o i t a z i t r o m A ) n o i l l i m 2 $ f o x a t f o t e n ( s e s s o l l a i r a u t c a h s a c n o s s o l d e z i l a e r n u d n a d e z i l a e r t e N ) n o i l l i m 6 1 $ f o x a t f o t e n ( s e g d e h w o l f 3 8 K - 0 1 ' 0 2 0 2 S Y D O O M . s t n e m e t a t s l i a c n a n i f d e t a d i l o s n o c e h t f o t r a p l a r g e n t i n a e r a s e t o n i g n y n a p m o c c a e h T $ 4 9 1 $ 9 6 5 , 1 $ ) 2 3 4 ( $ ) 8 4 7 , 9 ( $ ) 8 . 5 5 1 ( 1 1 0 , 1 1 $ 5 3 7 $ 3 $ . 9 2 4 3 0 2 0 2 , 1 3 r e b m e c e D t a e c n a a B l 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 Moody’s reports in two reportable segments: MIS and MA. integrated risk assessment firm that empowers organizations and investors to make better decisions. 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. 84 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 85 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. 86 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 87 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. 88 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 89 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. 90 MOODY'S 2020 10-K 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. MOODY'S 2020 10-K 91 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. 92 MOODY'S 2020 10-K NOTE 3 REVENUES Revenue by Category The following table presents the Company’s revenues disaggregated by LOB: MIS: Corporate finance (CFG) Investment-grade High-yield Bank loans Other accounts (CFG) (1) Total CFG Structured finance (SFG) Asset-backed securities RMBS CMBS Structured credit Other accounts (SFG) Total SFG Financial institutions (FIG) Banking Insurance Managed investments Other accounts (FIG) Total FIG Public, project and infrastructure finance (PPIF) Public finance / sovereign Project and infrastructure Total PPIF Total ratings revenue MIS Other Total external revenue Intersegment royalty Total MIS MA: Research, data and analytics (RD&A) Enterprise risk solutions (ERS) Professional services (PS)(2) Total external revenue Intersegment revenue Total MA Eliminations Total MCO Year Ended December 31, 2020 2019 2018 $ $ 636 352 287 582 $ 379 258 313 547 271 175 379 554 1,857 1,497 1,379 98 96 61 105 2 362 355 137 28 10 530 250 246 496 3,245 47 3,292 148 3,440 1,514 565 — 2,079 7 2,086 (155) 99 95 81 148 4 427 320 119 25 12 476 222 224 446 2,846 29 2,875 134 3,009 1,273 522 159 1,954 9 1,963 (143) $ 5,371 $ 4,829 $ 107 98 78 196 2 481 290 114 25 13 442 185 206 391 2,693 19 2,712 124 2,836 1,121 451 159 1,731 12 1,743 (136) 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 (2) paper, medium term notes, and ICRA corporate finance revenue. 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. MOODY'S 2020 10-K 93 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 $ Structured finance Financial institutions Public, project and infrastructure finance 214 250 311 566 148 280 185 $ 1,857 $ 362 530 496 $ 968 270 200 282 529 157 276 164 $ 1,497 $ 427 476 446 $ 894 301 194 229 485 180 248 162 $ 1,379 481 442 391 Total ratings revenue MIS Other Total MIS MA: Research, data and analytics Enterprise risk solutions Professional services (PS)(1) Total MA Total MCO 2,066 1,179 3,245 1,720 1,126 2,846 1,618 1,075 2,693 2 45 47 1 28 29 1 18 19 2,068 1,224 3,292 1,721 1,154 2,875 1,619 1,093 2,712 668 219 — 887 846 346 — 1,514 565 — 1,192 2,079 558 201 64 823 715 321 95 1,131 1,273 522 159 1,954 481 170 60 711 640 281 99 1,020 1,121 451 159 1,731 $ 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 $ 2,068 $ 1,721 $ 1,619 727 345 152 1,224 3,292 887 818 226 148 1,192 2,079 5,371 $ 686 320 148 1,154 2,875 823 760 231 140 1,131 1,954 4,829 $ 669 300 124 1,093 2,712 711 708 193 119 1,020 1,731 4,443 $ MIS: U.S. Non-U.S.: EMEA Asia-Pacific Americas Total Non-U.S. Total MIS MA: U.S. Non-U.S.: EMEA Asia-Pacific Americas Total Non-U.S. Total MA Total MCO 94 MOODY'S 2020 10-K 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 Structured Finance Financial Institutions $ $ 75 % 175 48 % 265 50 % Public, Project and Infrastructure Finance $ 337 MIS Other $ 68 % 4 9 % $ $ $ $ $ 456 $1,857 $ 1,057 25 % 100 % 71 % 187 $ 362 52 % 100 % 265 $ 530 50 % 100 % 159 $ 496 32 % 100 % 43 $ 47 91 % 100 % $ $ $ $ 246 58 % 212 45 % 292 65 % 2 7 % $ $ $ $ $ 440 $1,497 29 % 100 % 181 $ 427 42 % 100 % 264 $ 476 55 % 100 % 154 $ 446 35 % 100 % 27 $ 29 $ $ $ $ $ 949 69 % 310 64 % 187 42 % 238 61 % 2 $ $ $ $ $ 430 $1,379 31 % 100 % 171 $ 481 36 % 100 % 255 $ 442 58 % 100 % 153 $ 391 39 % 100 % 17 $ 19 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 % $ $ $ $ 18 $ 1,103 $1,121 2 % 98 % 100 % 99 $ 352 $ 451 22 % 78 % 100 % 159 $ — $ 159 100 % — % 100 % 276 $ 1,455 $1,731 Research, data and analytics Enterprise risk solutions Professional services(1) $ 74 $ 1,440 $1,514 $ 16 $ 1,257 $1,273 5 % 95 % 100 % 1 % 99 % 100 % $ 118 $ 447 $ 565 $ 118 $ 404 $ 522 21 % 79 % 100 % 23 % 77 % 100 % $ — $ — $ — — % — % — % $ $ 159 $ — $ 159 100 % — % 100 % 293 $ 1,661 $1,954 Total MA $ 192 $ 1,887 $2,079 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 Revenue recognized over time $ 2,182 $ 121 $ 2,303 $ 1,809 $ 132 $ 1,941 $ 1,686 $ 99 $ 1,785 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 MOODY'S 2020 10-K 95 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: Balance at December 31, 2019 Changes in deferred revenue Revenue recognized that was included in the deferred revenue balance at the beginning of the period Increases due to amounts billable excluding amounts recognized as revenue during the period Increases due to acquisitions during the period Effect of exchange rate changes Total changes in deferred revenue Balance at December 31, 2020 Deferred revenue - current Deferred revenue - noncurrent Year Ended December 31, 2020 MIS MA Total $ 322 $ 840 $ 1,162 (229) (800) (1,029) 215 — 5 (9) 313 216 97 $ $ $ 792 24 18 34 874 873 1 $ $ $ 1,007 24 23 25 1,187 1,089 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: Balance at December 31, 2018 Changes in deferred revenue Revenue recognized that was included in the deferred revenue balance at the beginning of the period Increases due to amounts billable excluding amounts recognized as revenue during the period Increases due to acquisitions during the period Effect of exchange rate changes Total changes in deferred revenue Balance at December 31, 2019 Deferred revenue—current Deferred revenue—noncurrent Year Ended December 31, 2019 MIS MA Total $ 325 $ 750 $ 1,075 (209) 202 3 1 (3) 322 214 108 $ $ $ (714) (923) 789 6 9 90 840 836 4 $ $ $ 991 9 10 87 1,162 1,050 112 $ $ $ For the MA segment, for the year ended December 31, 2019, the increase in the deferred revenue balance was primarily due to organic growth. 96 MOODY'S 2020 10-K Significant changes in the deferred revenue balances during the year ended December 31, 2018 are as follows: Balance at January 1, 2018 (after New Revenue Accounting Standard transition adjustment) $ 334 $ 612 $ 946 Year Ended December 31, 2018 MIS MA Total Changes in deferred revenue Revenue recognized that was included in the deferred revenue balance at the beginning of the period Increases due to amounts billable excluding amounts recognized as revenue during the period Increases due to acquisitions during the period Effect of exchange rate changes Total changes in deferred revenue Balance at December 31, 2018 Deferred revenue—current Deferred revenue—noncurrent (218) (590) (808) 216 — (7) (9) 325 207 118 $ $ $ 730 16 (18) 138 750 746 4 $ $ $ 946 16 (25) 129 1,075 953 122 $ $ $ 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: Basic Dilutive effect of shares issuable under stock-based compensation plans Diluted Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above Year Ended December 31, 2020 187.6 1.7 189.3 2019 189.3 2.3 191.6 2018 191.6 2.8 194.4 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. MOODY'S 2020 10-K 97 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: Gross Unrealized Gains Cost As of December 31, 2020 Balance sheet location Fair Value Cash and cash equivalents Short-term investments Other assets Certificates of deposit and money market deposit accounts (1) Mutual funds $ $ 1,430 54 $ $ — $ 1,430 6 $ 60 $ $ 1,325 $ — $ 99 $ — $ 6 60 Gross Unrealized Gains Cost As of December 31, 2019 Balance sheet location Fair Value Cash and cash equivalents Short-term investments Other assets Certificates of deposit and money market deposit accounts (1) Mutual funds $ $ 971 3 $ $ — $ — $ 971 3 $ $ 866 $ — $ 95 3 $ $ 10 — (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: Notional Amount As of December 31, Hedged Item Nature of Swap 2020 2019 Pay Floating/Receive Fixed 2012 Senior Notes due 2022 2017 Senior Notes due 2021 (1) Pay Floating/Receive Fixed 2017 Senior Notes due 2023 Pay Floating/Receive Fixed 2017 Senior Notes due 2028 (2) Pay Floating/Receive Fixed 2020 Senior Notes due 2025 (3) Pay Floating/Receive Fixed Total $ $ $ $ $ $ 330 $ — $ 250 500 300 1,380 $ $ $ $ Floating Interest Rate 330 500 250 3-month LIBOR 3-month LIBOR 3-month LIBOR — 3-month LIBOR — 6-month LIBOR 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. 98 MOODY'S 2020 10-K 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 Interest expense, net Descriptions Net interest settlements and accruals on interest rate swaps Location on Consolidated Statements of Operations Interest expense, net Fair value changes on interest rate swaps Interest expense, net Fair value changes on hedged debt Interest expense, net $ $ $ Amount of Income Recognized in the Consolidated Statements of Operations Year Ended December 31, 2020 2019 2018 (205) $ (208) $ (215) 19 $ 3 $ 47 25 (47) $ (25) $ (2) 2 (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: Nature of Swap Pay Fixed/Receive Fixed Pay Floating/Receive Floating Total Nature of Swap Pay Fixed/Receive Fixed Pay Floating/Receive Floating Total December 31, 2020 Pay Notional Amount 1,079 Weighted Average Interest Rate 1.43% 959 Based on 3-month EURIBOR 2,038 December 31, 2019 Pay Notional Amount 1,079 Weighted Average Interest Rate 1.43% 931 Based on 3-month EURIBOR 2,010 € € € € Notional Amount 1,220 1,080 2,300 Notional Amount 1,220 1,080 2,300 $ $ $ $ Receive Weighted Average Interest Rate 3.96% Based on 3-month USD LIBOR Receive Weighted Average Interest Rate 3.96% Based on 3-month USD LIBOR 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. MOODY'S 2020 10-K 99 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 2022 2023 2024 2026 Total € € € € € € 265 438 442 443 450 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: Notional amount of net investment hedges Sell Buy Sell Buy Contract to sell EUR for USD Contract to sell GBP for EUR € £ 524 134 $ € 627 148 — — — — December 31, 2020 December 31, 2019 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 Cross currency swaps Long-term debt (165) (95) 29 (7) (1) Total net investment hedges $ (274) $ 26 Derivatives in Cash Flow Hedging Relationships Cross currency swap $ — $ Interest rate contracts Total cash flow hedges Total (51) (51) $ (325) $ — — — 26 $ $ $ $ — 12 22 34 2 (2) — 34 $ $ $ $ — $ — — — $ 2 — — 2 $ $ — $ — $ (2) (2) (2) $ — — 2 $ — — — — — — — — $ $ $ $ — $ — $ 50 — 50 $ 52 — 52 $ — $ — $ — — 50 $ — — 52 $ — 11 — 11 — — — 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. 100 MOODY'S 2020 10-K The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCI is as follows: Net investment hedges Cross currency swaps FX forwards Long-term debt Total net investment hedges Cash flow hedges Interest Rate Contract Cross-currency swap Total cash flow hedges Total net (loss) gain in AOCI Cumulative Gains/(Losses), net of tax December 31, 2020 December 31, 2019 $ (124) $ 12 (108) (220) (51) 2 (49) $ (269) $ 41 26 (13) 54 (2) 2 — 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: Notional Amount of Currency Pair: Contracts to sell USD for GBP Contracts to sell USD for Japanese Yen Contracts to sell USD for Canadian dollars Contracts to sell USD for Singapore dollars Contracts to sell USD for Euros Contracts to sell Euros for GBP Contracts to sell USD for Russian Ruble Contracts to sell USD for Indian Rupee $ $ $ $ $ € $ $ December 31, 2020 Sell Buy December 31, 2019 Sell Buy 295 15 107 59 447 135 13 18 £ ¥ C$ S$ € £ ₽ ₹ 222 1,600 140 79 376 121 1,000 1,350 $ $ $ $ $ € $ $ £ 235 ¥ 29 C$ 83 S$ 41 € 421 25 £ — ₽ — ₹ 178 3,200 110 56 378 21 — — 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: Derivatives Not Designated as Accounting Hedges Location on Statement of Operations FX forwards Other non-operating expense, net $ Year Ended December 31, 2020 41 $ 2019 (11) $ 2018 (52) MOODY'S 2020 10-K 101 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 Interest rate swaps designated as fair value hedges Other assets Total derivatives designated as accounting hedges Derivatives not designated as accounting hedges: FX forwards on certain assets and liabilities Other current assets Total assets Liabilities: Derivatives designated as accounting hedges: FX forwards designated as net investment hedges Cross-currency swaps designated as net investment hedges Accounts payable and accrued liabilities Accounts payable and accrued liabilities $ $ $ Cross-currency swaps designated as net investment hedges Other liabilities Interest rate swaps Other liabilities Total derivatives designated as accounting hedges Non-derivative instrument designated as accounting hedge: — $ 57 57 31 88 $ 16 $ 23 144 1 184 56 27 83 9 92 — — — — — 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 Total liabilities NOTE 8 PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: Accounts payable and accrued liabilities 2 $ 1,716 $ — 1,403 Office and computer equipment (3 - 10 year estimated useful life) Office furniture and fixtures (3 - 10 year estimated useful life) Internal-use computer software (1 - 10 year estimated useful life) Leasehold improvements and building (1 - 21 year estimated useful life) Total property and equipment, at cost Less: accumulated depreciation and amortization Total property and equipment, net $ $ December 31, 2020 260 $ 49 666 231 1,206 (928) 278 $ 2019 221 51 619 240 1,131 (839) 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 102 MOODY'S 2020 10-K 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 Additional consideration paid to sellers in 2020 (1) Total consideration $ $ 700 2 702 (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 Intangible assets: Customer relationships (25 year weighted average life) Database (10 year weighted average life) Product technology (4 year weighted average life) Trade name (3 year weighted average life) Total intangible assets (19 year weighted average life) Goodwill Other assets Liabilities: Accounts payable and accrued liabilities Deferred revenue Deferred tax liabilities Other liabilities Total liabilities Net assets acquired $ $ 174 86 17 3 (5) (20) (71) (2) $ 24 280 494 2 $ (98) 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. MOODY'S 2020 10-K 103 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 Property and equipment Intangible assets: Customer relationships (14 year weighted average life) Database (5 year weighted average life) Product technology (7 year weighted average life) Trade name (10 year weighted average life) Total intangible assets (12 year weighted average life) Goodwill Deferred tax assets Liabilities: Deferred revenue Accounts payable and accrued liabilities Deferred tax liabilities Total liabilities Net assets acquired $ $ $ 32 4 104 183 13 (58) 278 $ 77 13 10 4 (14) (20) (24) 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. 104 MOODY'S 2020 10-K 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 Intangible assets: Customer relationships (18 year weighted average life) Product technology (8 year weighted average life) Database (10 year weighted average life) Trade name (14 year weighted average life) Total intangible assets (14 year weighted average life) Goodwill Other assets Total assets acquired Current liabilities Long-term liabilities Total liabilities assumed Net assets acquired $ 47 23 8 4 $ 5 82 131 3 221 8 8 16 205 $ 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. MOODY'S 2020 10-K 105 NOTE 10 GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS The following table summarizes the activity in goodwill: MIS Accumulated impairment charge Gross goodwill Net goodwill Gross goodwill MA Accumulated impairment charge Net goodwill Gross goodwill Consolidated Accumulated impairment charge Net goodwill Year Ended December 31, 2020 $ 315 $ — $ 315 $ 3,419 $ (12) $ 3,407 $ 3,734 $ (12) $ 3,722 (2) (2) — — (2) 628 — 628 626 — 626 (2) 210 — 210 208 — 208 $ 311 $ — $ 311 $ 4,257 $ (12) $ 4,245 $ 4,568 $ (12) $ 4,556 Year Ended December 31, 2019 MIS Accumulated impairment charge Gross goodwill Net goodwill Gross goodwill MA Accumulated impairment charge Net goodwill Gross goodwill Consolidated Accumulated impairment charge Net goodwill $ 258 $ — $ 258 $ 3,535 $ (12) $ 3,523 $ 3,793 $ (12) $ 3,781 53 4 — — 53 61 — 61 114 — 114 4 (14) — (14) (10) — (10) $ 315 $ — $ 315 $ $ (163) $ (163) $ (163) $ — $ (163) 3,419 $ (12) $ 3,407 $ 3,734 $ (12) $ 3,722 Balance at beginning of year Additions/ adjustments (1) Foreign currency translation adjustments Ending Balance Balance at beginning of year Additions/ adjustments (2) Foreign currency translation adjustments Divestiture of MAKS Ending balance (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. 106 MOODY'S 2020 10-K Acquired intangible assets and related amortization consisted of: Customer relationships Accumulated amortization Net customer relationships Trade secrets Accumulated amortization Net trade secrets Software/product technology Accumulated amortization Net software/product technology Trade names Accumulated amortization Net trade names Other (1) Accumulated amortization Net other Total December 31, 2020 2019 $ 1,623 $ (313) 1,310 30 (29) 1 417 (166) 251 161 (38) 123 192 (53) 139 1,325 (235) 1,090 30 (29) 1 372 (131) 241 150 (30) 120 80 (34) 46 $ 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: Amortization expense Year Ended December 31, 2020 2019 2018 $ 124 $ 103 $ 102 Estimated future annual amortization expense for intangible assets subject to amortization is as follows: Year Ending December 31, 2021 2022 2023 2024 2025 Thereafter Total estimated future amortization Matters concerning the ICRA reporting unit $ $ 131 131 126 119 117 1,200 1,824 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. MOODY'S 2020 10-K 107 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: 2018 Restructuring Program 2020 Real Estate Rationalization Restructuring Program 2020 MA Strategic Reorganization Restructuring Program Total Restructuring Year Ended December 31, 2020 (4) $ 36 18 50 $ 2019 2018 60 — — 60 $ $ 49 — — 49 $ $ 108 MOODY'S 2020 10-K Changes to the restructuring liability were as follows: Employee Termination Costs Contract Termination Costs Total Restructuring Liability Balance as of December 31, 2018 2018 Restructuring Program (1): Adoption of New Lease Accounting Standard (2) Cost incurred and adjustments Cash payments and adjustments Balance as of December 31, 2019 2018 Restructuring Program: Cost incurred and adjustments Cash payments and adjustments 2020 Real Estate Rationalization Restructuring Program (3): Cost incurred and adjustments 2020 MA Strategic Reorganization Restructuring Program: Cost incurred and adjustments Balance as of December 31, 2020 Cumulative expense incurred to date 2018 Restructuring Program 2020 Real Estate Rationalization Restructuring Program: 2020 MA Strategic Reorganization Restructuring Program: $ $ $ $ $ $ 30 $ 12 $ — 26 (35) 21 $ (4) (17) — 18 18 55 $ $ — $ 18 $ $ $ (11) 5 (3) 3 — (1) 1 — 3 50 36 — 42 (11) 31 (38) 24 (4) (18) 1 18 21 (1) (2) (3) 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. 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. 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. MOODY'S 2020 10-K 109 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: Assets: Liabilities: Assets: Description Derivatives (1) Mutual funds Total Derivatives (1) Total Description Derivatives (1) Mutual funds Total Fair value Measurement as of December 31, 2020 Balance Level 1 Level 2 $ 88 60 148 $ 186 186 $ $ — $ 60 60 $ — $ — $ 88 — 88 186 186 Fair Value Measurement as of December 31, 2019 Balance Level 1 Level 2 92 $ 3 95 $ — $ 3 3 $ 92 — 92 $ $ $ $ $ $ (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: Other current assets: Prepaid taxes Prepaid expenses Capitalized costs to obtain and fulfill sales contracts Foreign exchange forwards on certain assets and liabilities Other Total other current assets 110 MOODY'S 2020 10-K December 31, 2020 2019 $ 94 91 93 31 74 79 71 91 9 80 383 $ 330 $ $ Other assets: Investments in non-consolidated affiliates Deposits for real-estate leases Indemnification assets related to acquisitions Mutual funds and fixed deposits Company owned life insurance (at contract value) Costs to obtain sales contracts Derivative instruments designated as accounting hedges Pension and other retirement employee benefits Other Total other assets Accounts payable and accrued liabilities: Salaries and benefits Incentive compensation Customer credits, advanced payments and advanced billings Dividends Professional service fees Interest accrued on debt Accounts payable Income taxes Pension and other retirement employee benefits Accrued royalties Foreign exchange forwards on certain assets and liabilities Restructuring liability Derivative instruments designated as accounting hedges Other Total accounts payable and accrued liabilities $ 1,039 $ Other liabilities: Pension and other retirement employee benefits $ Interest accrued on UTPs MAKS indemnification provisions Income tax liability – non-current portion Derivative instruments designated as accounting hedges Restructuring liability Other Total other liabilities December 31, 2020 2019 $ 135 $ $ $ December 31, 2020 2019 19 15 66 17 134 57 21 51 515 $ $ 197 226 42 11 53 82 39 128 45 19 2 18 39 138 117 13 16 10 — 119 83 — 31 389 152 208 28 7 43 63 38 73 7 25 — 21 — 108 773 December 31, 2020 2019 244 113 33 18 145 3 34 $ 299 82 43 51 — 3 26 $ 590 $ 504 MOODY'S 2020 10-K 111 NOTE 14 COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME The following table provides details about the reclassifications out of AOCI: Year Ended December 31, 2020 2019 2018 Location in the consolidated statement of operations Currency translation adjustment losses Sale of foreign subsidiaries $ — $ (32) $ — Loss pursuant to the divestiture of MAKS (32) — — (3) 1 (2) 1 — 1 — 1 (6) (2) (8) 2 (6) — — — — 3 3 (1) 2 (3) — (3) 1 (2) $ (7) $ (32) $ — Other non-operating income (expense), net — Provision for income taxes — — Other non-operating income (expense), net — Other non-operating income (expense), net — — Provision for income taxes — (5) Other non-operating income (expense), net — Other non-operating income (expense), net (5) 1 Provision for income taxes (4) (4) Total currency translation adjustment losses Losses on cash flow hedges Interest rate contract Income tax effect of item above Total net losses on cash flow hedges Gains on net investment hedges Cross currency swaps FX forwards Total before income taxes Income tax effect of item above Total net gains on net investment hedges Pension and other retirement benefits Amortization of actuarial losses and prior service costs included in net income Accelerated recognition of loss due to settlement Total before income taxes Income tax effect of item above Total pension and other retirement benefits Total losses included in Net Income attributable to reclassifications out of AOCI 112 MOODY'S 2020 10-K 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 Amounts reclassified from AOCI Other comprehensive income/(loss) Balance December 31, 2020 (32) 6 (26) (51) 2 (49) 356 — 356 (273) (1) (274) — 7 7 $ (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 $ Adoption of ASU 2018-02 Other comprehensive income/(loss) before reclassifications Amounts reclassified from AOCI Other comprehensive income/(loss) Balance December 31, 2019 (53) $ (17) (24) 2 (39) — $ (406) $ 33 $ (426) — — — — — (27) 32 5 (3) 26 (2) 21 (20) (25) 32 (13) $ (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 $ (113) $ (1) $ 2 $ (172) Balance December 31, 2017 $ (61) $ Adoption of ASU 2016-01 Other comprehensive income/ (loss) before reclassifications Amounts reclassified from AOCI Other comprehensive income/(loss) — 4 4 8 1 — (1) — (1) Balance December 31, 2018 $ (53) $ — $ (406) $ — (293) — (293) — 34 — 34 33 (2) — — (2) $ — $ (2) (256) 4 (254) (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. MOODY'S 2020 10-K 113 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 Service cost Interest cost Plan participants’ contributions Benefits paid Actuarial gain (loss) Assumption changes Benefit obligation, end of the period Change in plan assets: Fair value of plan assets, beginning of the period Actual return on plan assets Benefits paid Employer contributions Plan participants’ contributions Fair value of plan assets, end of the period Funded Status of the plans Amounts recorded on the consolidated balance sheets: Pension and retirement benefits asset – non current Pension and retirement benefits liability – current Pension and retirement benefits liability – non current Net amount recognized Accumulated benefit obligation, end of the period $ $ $ $ $ $ $ $ (589) $ (17) (17) — 22 6 (68) (663) $ $ 395 45 (22) 110 — 528 $ (135) $ $ 21 (44) (112) (135) $ (601) $ (508) $ (17) (21) — 21 (3) (61) (589) $ $ 348 60 (21) 8 — $ 395 (194) $ — $ (6) (188) (194) $ (529) (42) $ (3) (1) (1) 2 2 (5) (48) $ — $ — (2) 1 1 — $ (48) $ — $ (1) (47) (48) $ (32) (3) (1) (1) 1 — (6) (42) — — (1) — 1 — (42) — (1) (41) (42) 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: Aggregate projected benefit obligation Aggregate accumulated benefit obligation Aggregate fair value of plan assets December 31, 2020 156 138 $ $ — $ 2019 589 529 395 $ $ $ 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: Net actuarial losses Net prior service credits Total recognized in AOCI – pretax Pension Plans Other Retirement Plans $ $ 2020 (144) $ 3 (141) $ 2019 (116) $ 4 (112) $ 2020 (8) $ — (8) $ 2019 (6) — (6) 114 MOODY'S 2020 10-K Net periodic benefit expenses recognized for the Retirement Plans for years ended December 31: Components of net periodic expense Service cost Interest cost Expected return on plan assets Amortization of net actuarial loss and prior service credits from earlier periods Net periodic expense $ $ Pension Plans Other Retirement Plans 2020 2019 2018 2020 2019 2018 $ 17 17 (20) 7 21 $ $ 17 21 (20) 4 22 $ $ 19 17 (15) 6 27 $ 3 1 — — 4 $ $ 3 1 — — 4 $ $ 3 1 — — 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 $ 7 2 (37) (28) $ $ 4 — (24) (20) $ 6 — 2 8 $ $ — $ — $ — (3) — (6) (3) $ (6) $ — — 3 3 Amortization of net actuarial losses and prior service credit Settlement loss $ Net actuarial (loss)/gain arising during the period Total recognized in OCI – pre-tax $ ADDITIONAL INFORMATION: Assumptions—Retirement Plans Weighted-average assumptions used to determine benefit obligations at December 31: Discount rate Rate of compensation increase Pension Plans Other Retirement Plans 2020 2.24 % 3.62 % 2019 3.04 % 3.64 % 2020 2.30 % — 2019 3.05 % — Weighted-average assumptions used to determine net periodic benefit expense for years ended December 31: Discount rate Expected return on plan assets Rate of compensation increase Cash balance plan interest crediting rate Pension Plans Other Retirement Plans 2020 3.04 % 4.45 % 3.64 % 2019 4.07 % 5.65 % 3.69 % 2018 3.46 % 4.50 % 3.71 % 4.50 % 4.50 % 4.50 % 2020 3.05 % 2019 4.10 % 2018 3.45 % — — — — — — — — — 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. MOODY'S 2020 10-K 115 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 Balance Level 1 Level 2 $ 4 $ — $ 4 $ Measured using NAV practical expedient (1) — — — — — 32 — — — 12 44 24 68 % of total assets 1 % 27 % 5 % 6 % 38 % 6 % 41 % 4 % 3 % 2 % 56 % 5 % 100 % — — — — — — 23 16 — 39 — 39 143 28 32 203 — 214 — — — 214 — $ 421 $ Asset Category Cash and cash equivalent Common/collective trust funds—equity securities U.S. large-cap U.S. small and mid-cap Emerging markets Total equity investments Emerging markets bond fund Common/collective trust funds—fixed income securities Intermediate-term investment grade U.S. government/ corporate bonds Mutual funds U.S. Treasury Inflation-Protected Securities (TIPs) Convertible securities Private investment fund—high yield securities Total fixed-income investments Other investment—private real estate fund 143 28 32 203 32 214 23 16 12 297 24 Total Assets $ 528 $ 116 MOODY'S 2020 10-K Asset Category Cash and cash equivalent Common/collective trust funds—equity securities U.S. large-cap U.S. small and mid-cap Emerging markets Total equity investments Emerging markets bond fund Common/collective trust funds—fixed income securities Intermediate-term investment grade U.S. government/ corporate bonds U.S. Treasury Inflation-Protected Securities (TIPs) Private investment fund—convertible securities Private investment fund—high yield securities Total fixed-income investments Other investment—private real estate debt fund 140 21 29 190 15 119 22 12 12 180 23 Fair Value Measurement as of December 31, 2019 Balance Level 1 Level 2 $ 2 $ — $ 2 $ Measured using NAV practical expedient (1) — — — — — 15 — — — 12 27 23 50 % of total assets 1 % 35 % 5 % 7 % 48 % 4 % 30 % 6 % 3 % 3 % 46 % 6 % 100 % — — — — — — 22 12 — 34 — 34 140 21 29 190 — 119 — — — 119 — $ 311 $ Total Assets $ 395 $ (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, 2021 2022 2023 2024 2025 2026 - 2030 Pension Plans 55 17 25 21 24 139 $ $ Other Retirement Plans 1 1 2 2 2 13 $ $ MOODY'S 2020 10-K 117 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: Stock-based compensation expense Tax benefit Year Ended December 31, 2020 2019 2018 $ $ 154 30 $ $ 136 29 $ $ 130 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. 118 MOODY'S 2020 10-K The following weighted average assumptions were used for options granted: Expected dividend yield Expected stock volatility Risk-free interest rate Expected holding period -in years Grant date fair value Year Ended December 31, 2020 0.80 % 23 % 1.43 % 5.7 2019 1.14 % 24 % 2.56 % 6.2 2018 1.05 % 26 % 2.82 % 6.2 $ 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 Outstanding, December 31, 2019 Granted Exercised Outstanding, December 31, 2020 Vested and expected to vest, December 31, 2020 Exercisable, December 31, 2020 Shares 1.6 0.1 (0.7) 1.0 1.0 0.7 $ $ Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value 93.51 280.37 59.57 133.95 132.80 101.13 5.6 years $ 5.6 years $ 4.6 years $ 160 158 125 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: Proceeds from stock option exercises Aggregate intrinsic value Tax benefit realized upon exercise Year Ended December 31, 2020 39 132 32 2019 36 114 27 2018 38 99 24 A summary of nonvested restricted stock activity for the year ended December 31, 2020 is presented below: Nonvested Restricted Stock Balance, December 31, 2019 Granted Vested Balance, December 31, 2020 Shares Weighted Average Grant Date Fair Value Per Share $ 1.8 0.5 (0.8) 1.5 $ 124.63 279.00 132.50 201.30 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: Fair value of shares vested Tax benefit realized upon vesting Year Ended December 31, 2020 202 46 2019 156 36 2018 151 35 MOODY'S 2020 10-K 119 A summary of performance-based restricted stock activity for the year ended December 31, 2020 is presented below: Performance-based restricted stock Balance, December 31, 2019 Granted Vested Balance, December 31, 2020 Shares Weighted Average Grant Date Fair Value Per Share $ 0.5 0.1 (0.3) 0.3 $ 134.35 273.81 109.43 197.19 The following table summarizes information relating to the vesting of the Company’s performance-based restricted stock awards: Fair value of shares vested Tax benefit realized upon vesting Year Ended December 31, 2020 70 17 2019 47 11 2018 23 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: Current: Federal State and Local Non-U.S. Total current Deferred: Federal State and Local Non-U.S. Total deferred Total provision for income taxes Year Ended December 31, 2020 2019 2018 $ $ 213 68 215 496 6 — (50) (44) 452 $ $ 179 59 181 419 (19) (3) (16) (38) 381 $ $ 168 50 233 451 (59) (2) (38) (99) 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: U.S. statutory tax rate State and local taxes, net of federal tax benefit Benefit of foreign operations U.S. Tax Act impact Other Effective tax rate Income tax paid 120 MOODY'S 2020 10-K Year Ended December 31, 2020 21.0 % 2.3 % (1.5)% — % (1.5)% 20.3 % 2019 21.0 % 2.2 % (0.1)% — % (2.1)% 21.0 % $ 514 $ 458 $ 2018 21.0 % 2.2 % 1.8 % (2.8)% (1.1)% 21.1 % 442 The source of income before provision for income taxes is as follows: U.S. Non-U.S. Income before provision for income taxes The components of deferred tax assets and liabilities are as follows: Year Ended December 31, 2020 2019 1,349 $ 1,039 $ 880 771 2018 936 736 2,229 $ 1,810 $ 1,672 $ $ December 31, 2020 2019 Deferred tax assets: Account receivable allowances Accumulated depreciation and amortization Stock-based compensation Accrued compensation and benefits Capitalized costs Operating lease liabilities Deferred revenue Net operating loss Restructuring Uncertain tax positions Self-insured related reserves Loss on net investment hedges - OCI Other Total deferred tax assets Deferred tax liabilities: Accumulated depreciation and amortization of intangible assets and capitalized software ROU Assets Capital Gains Self-insured related income Stock-based compensation Revenue Accounting Standard - ASC 606 Deferred tax on unremitted foreign earnings Gain on net investment hedges - OCI Other Total deferred tax liabilities Net deferred tax liabilities Valuation allowance Total net deferred tax liabilities $ $ 9 2 42 99 39 122 30 17 3 98 10 93 10 574 (468) (90) (23) (10) — (10) (16) (8) (4) (629) (55) (15) $ (70) $ 6 1 46 89 — 136 37 13 4 94 8 — 13 447 (389) (107) (23) (8) (2) (12) — (22) (3) (566) (119) (9) (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. MOODY'S 2020 10-K 121 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: Balance as of January 1 Additions for tax positions related to the current year Additions for tax positions of prior years Reductions for tax positions of prior years Settlements with taxing authorities Lapse of statute of limitations Reclassification to indemnification liability related to MAKS divestiture Balance as of December 31 $ $ Year Ended December 31, 2020 477 37 17 (2) (5) (41) — 483 $ $ 2019 495 35 22 (2) (1) (44) (28) 477 $ $ 2018 389 80 89 (13) (2) (48) — 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. 122 MOODY'S 2020 10-K 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 $ 4.875% 2013 Senior Notes, due 2024 5.25% 2014 Senior Notes, due 2044 1.75% 2015 Senior Notes, due 2027 2.625% 2017 Senior Notes, due 2023 3.25% 2017 Senior Notes, due 2028 4.25% 2018 Senior Notes, due 2029 4.875% 2018 Senior Notes, due 2048 0.950% 2019 Senior Notes, due 2030 3.75% 2020 Senior Note, due 2025 3.25% 2020 Senior Note, due 2050 2.55% 2020 Senior Note, due 2060 $ 500 500 600 612 500 500 400 400 918 700 300 500 Total long-term debt $ 6,430 $ 14 — — — 12 31 — — — (1) — — 56 $ (1) $ (1) $ (1) 3 — — (4) (3) (6) (3) (1) (4) (4) (1) (5) (2) (2) (3) (3) (4) (6) (5) (3) (5) 512 498 598 610 510 524 394 390 909 693 293 491 $ (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 $ 4.875% 2013 Senior Notes, due 2024 5.25% 2014 Senior Notes, due 2044 1.75% 2015 Senior Notes due 2027 2.75% 2017 Senior Notes, due 2021 2.625% 2017 Senior Notes, due 2023 3.25% 2017 Senior Notes, due 2028 3.25% 2018 Senior Notes, due 2021 4.25% 2018 Senior Notes, due 2029 4.875% 2018 Senior Notes, due 2048 0.950% 2019 Senior Notes, due 2030 $ 500 500 600 561 500 500 500 300 400 400 842 9 — — — 11 7 — — — — — $ (1) $ (1) $ (1) 4 — (1) (1) (4) — (3) (7) (3) (2) (5) (3) (2) (2) (3) (1) (3) (4) (6) 507 497 599 558 508 504 493 299 394 389 833 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. MOODY'S 2020 10-K 123 Credit Facility The following summarizes information relating to the Company's revolving credit facility: 2018 Credit Facility November 14, 2018 $ 1,000 November 13, 2023 $ — $ 1,000 $ — $ 1,000 Issue Date Capacity Maturity Drawn Undrawn Drawn Undrawn December 31, 2020 December 31, 2019 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 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 500 — — — — — — 500 — — — — — — — — — — 600 600 612 612 $ — 500 — — — $ 500 $ — — — — — — — — — — — — — — — — 500 500 400 400 $ $ 400 400 $ 918 918 — — — 700 — $ 700 $ — — — — — — — — 300 300 500 500 $ 4,230 $ 6,430 Total — 500 500 500 700 2021 2022 2023 2024 2025 Thereafter Total $ 500 $ 500 $ 124 MOODY'S 2020 10-K Interest expense, net The following table summarizes the components of interest as presented in the consolidated statements of operations: Income Expense on borrowings Expense on UTPs and other tax related liabilities Net periodic pension costs—interest component Capitalized Total Interest paid (1) Year Ended December 31, 2020 11 $ (163) (34) (19) — (205) $ 132 $ 2019 17 $ (176) (28) (22) 1 (208) $ 167 $ 2018 15 (197) (15) (19) 1 (215) 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 $ 4.875% 2013 Senior Notes, due 2024 5.25% 2014 Senior Notes, due 2044 1.75% 2015 Senior Notes, due 2027 2.75% 2017 Senior Notes, due 2021 2.625% 2017 Senior Notes, due 2023 3.25% 2017 Senior Notes, due 2028 3.25% 2018 Senior Notes, due 2021 4.25% 2018 Senior Notes, due 2029 4.875% 2018 Senior Notes, due 2048 0.950% 2019 Senior Notes, due 2030 3.75% 2020 Senior Note, due 2025 3.25% 2020 Senior Note, due 2050 2.55% 2020 Senior Note, due 2060 $ 512 498 598 610 — 510 524 — 394 390 909 693 293 491 $ 530 562 828 674 — 522 561 — 480 544 974 785 329 467 $ 507 497 599 558 508 504 493 299 394 389 833 — — — 531 551 757 604 507 507 523 306 453 492 847 — — — 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 December 16, 2019 Amount Authorized 1,000 $ Remaining Authority 831 MOODY'S 2020 10-K 125 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, First quarter Second quarter Third quarter Fourth quarter Total $ $ 2020 2019 2018 Declared Paid Declared Paid Declared 0.56 $ 0.56 $ 0.50 $ 0.50 $ 0.44 $ 0.56 0.56 0.56 0.56 0.56 0.56 0.50 0.50 0.50 0.50 0.50 0.50 0.44 0.44 0.44 2.24 $ 2.24 $ 2.00 $ 2.00 $ 1.76 $ Paid 0.44 0.44 0.44 0.44 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: Operating lease cost Sublease income Variable lease cost Total lease cost Year Ended December 31, 2020 2019 96 $ (5) 19 110 $ 97 (2) 17 112 $ $ 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: Cash paid for amounts included in the measurement of operating lease liabilities Right-of-use assets obtained in exchange for new operating lease liabilities $ $ 108 36 $ $ Year Ended December 31, 2020 2019 Weighted-average remaining lease term (in years) Weighted-average discount rate applied to operating leases Year Ended December 31, 2020 2019 6.0 3.6 % 106 41 6.8 3.6 % 126 MOODY'S 2020 10-K 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 2022 2023 2024 2025 Thereafter Total lease payments (undiscounted) Less: Interest Present value of lease liabilities: Lease liabilities - current Lease liabilities - noncurrent NOTE 21 CONTINGENCIES $ $ 110 99 93 84 76 117 579 58 521 94 427 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. MOODY'S 2020 10-K 127 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 $ 3,440 $ 2,086 $ (155) $ 5,371 $ 3,009 $ 1,963 $ (143) $ 1,476 1,964 1,662 424 19 70 — — — 31 150 — 9 — (155) — — — — — — 2,983 2,388 1,376 1,633 1,598 365 50 220 — 9 — 31 71 — — 10 29 129 3 14 6 (143) — — — — — — 4,829 2,831 1,998 60 200 3 14 16 $ 2,053 $ 614 $ — $ 2,667 $ 1,745 $ 546 $ — $ 2,291 Revenue Total Expense Operating income Add: Restructuring Depreciation and amortization Acquisition- Related Expenses Loss pursuant to the divestiture of MAKS Captive insurance company settlement Adjusted Operating Income 128 MOODY'S 2020 10-K Revenue Total Expense Operating Income Add: Restructuring Depreciation and amortization Acquisition-Related Expenses Year Ended December 31, 2018 MIS MA Eliminations Consolidated $ 2,836 $ 1,743 $ 1,276 1,560 32 65 — 1,435 308 17 127 8 (136) $ (136) — — — — 4,443 2,575 1,868 49 192 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 Revenue: U.S. Non-U.S.: EMEA Asia-Pacific Americas Total Non-U.S. Total Long-lived assets at December 31: U.S. Non-U.S. Total Year Ended December 31, 2020 2019 2018 $ 2,955 $ 2,544 $ 2,330 1,545 571 300 2,416 1,446 551 288 2,285 $ $ $ 5,371 $ 4,829 $ 2,162 $ 1,290 $ 4,889 4,678 7,051 $ 5,968 $ 1,377 493 243 2,113 4,443 982 4,685 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, 2020 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 Allowances for credit losses Deferred tax assets—valuation allowance 2019 Allowances for credit losses Deferred tax assets—valuation allowance 2018 Allowances for credit losses Deferred tax assets—valuation allowance $ $ $ $ $ $ (20) $ (9) $ (20) $ (5) $ (14) $ (6) $ (2) $ — $ — $ — $ — $ — $ (26) $ (6) $ (10) $ (4) $ (15) $ — $ 14 $ — $ 10 $ — $ 9 1 $ $ (34) (15) (20) (9) (20) (5) (1) Reflects write-off of uncollectible accounts receivable or expiration of foreign net operating tax losses. MOODY'S 2020 10-K 129 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: FX gain (loss) Net periodic pension costs—other components Income from investments in non-consolidated affiliates Other Total Year Ended December 31, 2020 2 $ 2019 (18) $ 13 6 25 46 18 13 7 $ 20 $ 2018 (11) 10 14 6 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. 130 MOODY'S 2020 10-K CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL ITEM 9. 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. MOODY'S 2020 10-K 131 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. 132 MOODY'S 2020 10-K 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 4 Articles Of Incorporation And By-laws .1 .2 Restated Certificate of Incorporation of the Registrant, effective April 22, 2020 (incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 27, 2020) Amended and Restated By-laws of Moody’s Corporation, effective December 14, 2020 (incorporated by reference to Exhibit 3.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 18, 2020) Instruments Defining The Rights Of Security Holders, Including Indentures .1* .2 .3.1 .3.2 .3.3 .3.4 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed October 4, 2000) Indenture, dated as of August 19, 2010, between Moody’s Corporation and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 19, 2010) Second Supplemental Indenture, dated as of August 20, 2012, between Moody’s Corporation and Wells Fargo, National Association, as trustee, including the form of the 4.50% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 20, 2012) Third Supplemental Indenture, dated as of August 12, 2013, between Moody’s Corporation and Wells Fargo, National Association, as trustee, including the form of the 4.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 12, 2013) Fourth Supplemental Indenture, dated July 16, 2014, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 5.250% Senior Notes due 2044 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed July 16, 2014) .3.5.1 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) MOODY'S 2020 10-K 133 .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 .3.10.2 .3.11 .3.12 .3.13 Sixth Supplemental Indenture, dated as of March 2, 2017, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 2.750% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 3, 2017) Seventh Supplemental Indenture, dated as of June 12, 2017, between Moody’s Corporation and Wells Fargo, National Association, as trustee, including the form of 2.625% Senior Notes due 2023 and the form of 3.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed June 12, 2017) Eighth Supplement Indenture, dated as of June 7, 2018, between the Company and Wells Fargo, National Association, as trustee, including the form of 3.250% Senior Note due 2021 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed June 7, 2018) Ninth Supplemental Indenture, dated as of December 17, 2018, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 4.250% Senior Note due 2029 and the form of 4.875% Senior Note due 2048 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 21, 2018) 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) 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) Eleventh Supplement Indenture, dated as of March 24, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 3.750% Senior Note due 2025 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed March 25, 2020) Twelfth Supplemental Indenture, dated as of May 20, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 3.250% Senior Note due 2050 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed May 20, 2020) Thirteenth Supplemental Indenture, dated as of August 18, 2020, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 2.550% Senior Note due 2060 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 18, 2020) 10 Material Contracts .1.1† .1.2† 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) 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) 134 MOODY'S 2020 10-K .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† Moody’s Corporation 1999 Employee Stock Purchase Plan (as amended and restated December 15, 2008) (formerly, The Dun & Bradstreet Corporation 1999 Employee Stock Purchase Plan) (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed March 2, 2009) Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as amended, December 18, 2017) (incorporated by reference to Exhibit 10.4.1 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) First Amendment to the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as amended, December 18, 2017) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, file number file number 1-14037, filed May 2, 2019) Second Amendment to the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as amended, December 18, 2017 and April 15, 2019) (incorporated by reference to Exhibit 10.3.1.3 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted between 2017 and 2019) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, 2017) Form of Employee Non-Qualified Stock Option Grant Agreement (for awards granted in 2020 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.3.2 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) Form of Performance Share Award Letter (for awards granted between 2018 and 2019) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.4.6 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) Form of Performance Share Award Letter (for awards granted in 2020 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4.3 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) Form of Restricted Stock Unit Grant Agreement (for awards granted prior to 2020) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, 2017) Form of Restricted Stock Unit Grant Agreement (for awards granted in 2020 or later) for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit 10.3.5.2 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020) 2004 Moody’s Corporation Covered Employee Cash Incentive Plan (as amended on February 10, 2015) (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 26, 2015) Moody’s Corporation Deferred Compensation Plan (amended and restated effective as of January 1, 2020) Supplemental Executive Benefit Plan of Moody’s Corporation, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 29, 2008) Pension Benefit Equalization Plan of Moody’s Corporation, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 29, 2008) Moody’s Corporation Cafeteria Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed March 2, 2009) MOODY'S 2020 10-K 135 .8.2† .8.3† .9† .10†* .11†* .12† .13.1† .13.2† .14† .15 .16† .17 .18 .19 .20 First Amendment to the Moody’s Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on form 10-Q, file number 1-14037, filed July 31, 2014) Second Amendment to the Moody’s Corporation Cafeteria Plan (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 26, 2015) Moody’s Corporation Change in Control Severance Plan (as amended December 18, 2017) (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K, file number 1-14037, filed February 27, 2018) Moody’s Corporation Retirement Account (amended and restated as of January 1, 2021) Profit Participation Plan of Moody’s Corporation (amended and restated as of January 1, 2020) The Moody’s Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors (as amended and restated October 20, 2015) (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 25, 2016) Amended and Restated Moody’s Corporation Career Transition Plan (incorporated by reference to Exhibit 10.33 to Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 24, 2017) Form of Separation Agreement and General Release used by the Registrant with its Career Transition Plan (incorporated by reference to Exhibit 99.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 20, 2007) Supplemental Executive Disability Benefit Plan of Moody’s Corporation, effective as of January 1, 2019 (incorporated by reference to Exhibit 10.22 to Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 25, 2019) Form Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed December 22, 2017) Employment Offer Letter between Moody’s Corporation and Mark Kaye, dated July 18, 2018 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant, file number 1-14037, filed on October 31, 2018) 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) Form Commercial Paper Dealer Agreement between Moody’s Corporation, as Issuer, and the Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 3, 2016) 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) Loan Agreement, dated as of June 6, 2017, among Moody’s Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed June 12, 2017) 21* Subsidiaries of the Registrant List of Active Subsidiaries as of December 31, 2020 136 MOODY'S 2020 10-K 23 31 32 101 104 Consent of Independent Registered Public Accounting Firm .1* Consent of KPMG LLP Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .1* .2* Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .1* .2* Inline XBRL .INS* .SCH* .CAL* .DEF* .LAB* .PRE* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934) Inline XBRL Instance Document Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Extension Calculation Linkbase Document Inline XBRL Definitions Linkbase Document Inline XBRL Taxonomy Extension Labels Linkbase Document Inline XBRL Taxonomy Extension Presentation Linkbase Document 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. MOODY'S 2020 10-K 137 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 Robert Fauber, President and Chief Executive Officer (principal executive officer) /s/ VINCENT A. FORLENZA Vincent A. Forlenza, Lead Independent Director /s/ MARK KAYE Mark Kaye, /s/ KATHRYN M. HILL Kathryn M. Hill, Senior Vice President and Chief Financial Officer Director (principal financial officer) /s/ CAROLINE SULLIVAN Caroline Sullivan, /s/ RAYMOND W. MCDANIEL, JR. Raymond W. McDaniel, Jr., Senior Vice President and Corporate Controller Chairman (principal accounting officer) /s/ BASIL L. ANDERSON Basil L. Anderson, Director /s/ JORGE A. BERMUDEZ Jorge A. Bermudez, Director /s/ THÉRÈSE ESPERDY Thérèse Esperdy, Director 138 MOODY'S 2020 10-K /s/ HENRY A. MCKINNELL, JR. PH.D. Henry A. McKinnell, Jr. Ph.D., Director /s/ LESLIE F. SEIDMAN Leslie F. Seidman, Director /s/ BRUCE VAN SAUN Bruce Van Saun, Director Date: February 19, 2021 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 Acquire Media U.S., LLC Bureau van Dijk Electronic Publishing Inc. Catylist Consulting Inc. Catylist Inc. Catylist Real Estate Software Inc. DVBS, Inc. Four Twenty Seven, Inc. GGYAXIS, Inc. Lewtan Technologies, Inc. MIS Asset Holdings, Inc. MIS Quality Management Corp. Moody’s Advisors Inc. Moody’s Analytics, Inc. Moody’s Analytics Knowledge Services Solutions (US) Inc. Moody’s Analytics Solutions, LLC Moody’s Assurance Company, Inc. Moody’s Assureco, Inc. Moody’s Capital Markets Research, Inc. Moody’s Group Holdings, Inc. Moody’s Holdings LLC Moody’s International LLC Moody’s Investors Service, Inc. Moody’s Overseas Holdings, Inc. Moody’s Risk Assessments Holdings LLC Moody’s Risk Assessments, Inc. Moody’s Shared Services, Inc. Omega Performance Corporation Regulatory DataCorp, Inc. Reis, Inc. Reis Services LLC Risk First Inc. The Moody’s Foundation Vigeo Eiris USA, LLC Wellsford CRC Holdings Corp Wellsford Ventures, Inc. ZM Financial Systems, LLC Delaware New York Delaware Delaware Delaware Delaware Delaware Delaware Massachusetts Delaware Delaware Delaware Delaware Delaware Delaware New York Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware California Delaware Delaware Maryland Delaware New York Delaware Maryland Maryland North Carolina MOODY'S 2020 10-K 139 Non-US Entities Acquire Media 1 UK Limited Administracion de Calificadoras, S.A. de C.V. Bureau van Dijk Editions Electroniques S.A.S. Bureau van Dijk Editions Electroniques SARL Bureau van Dijk Editions Electroniques SRL Bureau van Dijk Edizioni Elettroniche S.p.a Bureau van Dijk Electronic Publishing AB Bureau van Dijk Electronic Publishing ApS Bureau van Dijk Electronic Publishing B.V. Bureau van Dijk Electronic Publishing Beijing Co., Ltd. Bureau van Dijk Electronic Publishing GmbH Bureau van Dijk Electronic Publishing GmbH Bureau van Dijk Electronic Publishing Hong Kong Limited Bureau van Dijk Electronic Publishing K.K. Bureau van Dijk Electronic Publishing LLC Bureau van Dijk Electronic Publishing Ltd. Bureau van Dijk Electronic Publishing Pte. Ltd. Bureau van Dijk Electronic Publishing Pty. Ltd. Bureau van Dijk Electronic Publishing S.A. de C.V. Bureau van Dijk Electronic Publishing Unipessoal Lda. Bureau van Dijk Electroniq Publishing S.A. (Pty) Ltd Bureau van Dijk EP DMCC Bureau van Dijk Publicaçao Eletronica Ltda. Bureau van Dijk Publicaciones Electronicas S.A. Ethical Investment Research Services (EIRIS) Limited Four Twenty Seven France SAS G.K. Four Twenty Seven Japan Gilliland Gold Young Consulting Inc. ICRA Analytics Limited (f/k/a ICRA Online Limited) ICRA Lanka Limited ICRA Limited ICRA Nepal Limited KIS Pricing, Inc. Korea Investors Service, Inc. Midroog Ltd. MIS Argentina S.A. MIS Brazil Servicos Tecnicos Ltda. MIS Support Center Private Limited MIS Support Services CR Sociedad de Responsabilidad Ltda. Moody's (China) Limited Moody's (Japan) K.K. Moody's (UK) Limited Moody's America Latina Ltda. Moody's Analytics (DIFC) Limited Moody's Analytics (India) Private Limited 140 MOODY'S 2020 10-K UK Mexico France Switzerland Belgium Italy Sweden Denmark Netherlands China Germany Austria Hong Kong Japan Korea UK Singapore Australia Mexico Portugal South Africa UAE Brazil Spain UK France Japan Canada India Sri Lanka India Nepal Korea Korea Israel Argentina Brazil India Costa Rica China Japan UK Brazil UAE India Moody's Analytics (Malaysia) Sdn.Bhd. Moody's Analytics (Thailand), Co. Ltd. Moody's Analytics Australia Pty. Ltd. Moody's Analytics Canada Inc. Moody's Analytics Czech Republic s.r.o. Moody's Analytics Deutschland GmbH Moody's Analytics do Brasil Soluções para Gerenciamento de Risco de Crédito Ltda Moody's Analytics Global Education (Canada), Inc. Moody's Analytics Hong Kong Ltd. Moody's Analytics Ireland Ltd. Moody's Analytics Japan K.K. Moody's Analytics Knowledge Services (Jersey) Limited Moody's Analytics Knowledge Services (Singapore) Pte. Ltd. Moody's Analytics Knowledge Services Holdings (Mauritius) Limited Moody's Analytics Knowledge Services Research (Mauritius) Limited Moody's Analytics Korea Co., Ltd Moody's Analytics SAS Moody's Analytics Singapore Pte Ltd. Moody's Analytics Technical Services (Hong Kong) Ltd. Moody's Analytics Technical Services (UK) Limited Moody's Analytics UK Limited Moody's Asia Pacific Group (Singapore) Pte. Ltd. Moody's Asia Pacific Ltd. Moody's Canada Inc. Moody's Canada LP Moody's China (B.V.I.) Limited Moody's Company Holdings (BVI) I Limited Moody's Company Hong Kong Ltd. Moody's Credit Ratings (China) Limited Moody's de Mexico, S.A. de C.V., I.C.V Moody's Deutschland GmbH Moody's Eastern Europe LLC Moody's EMEA Financing (Cyprus) Ltd Moody's EMEA Holdings Limited Moody's Equilibrium I (BVI) Holding Corporation Moody's Equilibrium II (BVI) Holding Corporation Moody's Finance (BVI) Limited Moody's Financing (BVI) Limited Moody's Financing (Cyprus) Limited Moody's France SAS Moody's Group (BVI) Limited Moody's Group (Holdings) Unlimited Malaysia Thailand Australia Canada Czech Republic Germany Brazil Canada Hong Kong Ireland Japan Jersey Singapore Mauritius Mauritius Korea France Singapore Hong Kong UK UK Singapore Hong Kong Canada Canada British Virgin Islands British Virgin Islands Hong Kong China Mexico Germany Russia Cyprus UK British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands Cyprus France British Virgin Islands UK MOODY'S 2020 10-K 141 Moody's Group Australia Pty Ltd. Moody's Group Cyprus Ltd. Moody's Group Deutschland GmbH Moody's Group Finance Limited Moody's Group France SAS Australia Cyprus Germany UK France Moody's Group Holdings (BVI) Limited British Virgin Islands Moody's Group Japan G.K. Moody's Group NL B.V. Moody's Group UK Ltd. Moody's Holdings (B.V.I.) Limited Moody's Holdings Ltd. Moody's Holdings NL B.V. Moody's Information Consulting (Shenzhen) Co. Ltd. Moody's International (UK) Limited Moody's Investment Company India Private Limited Moody's Investors Service (Beijing), Ltd. Moody's Investors Service (BVI) Limited Moody's Investors Service (Korea) Inc. Moody's Investors Service (Nordics) AB Moody's Investors Service Cyprus Ltd. Moody's Investors Service EMEA Limited Moody's Investors Service España SA Moody's Investors Service Hong Kong Ltd. Moody's Investors Service India Private Limited Moody's Investors Service Limited Moody's Investors Service Middle East Limited Moody's Investors Service Pty Limited Moody's Investors Service Singapore Pte. Ltd. Moody's Investors Service South Africa (Pty) Limited Moody's Israel Holdings Inc. Moody's Italia S.r.l. Moody's Latin America Holding Corp. Moody's Lithuania, UAB Moody's Local (Chile) SpA (f/k/a Equilibrium (Chile) Holding SpA) 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.) Japan Netherlands UK British Virgin Islands UK Netherlands China UK India China British Virgin Islands Korea Sweden Cyprus UK Spain Hong Kong India UK UAE Australia Singapore South Africa British Virgin Islands Italy British Virgin Islands Lithuania Chile 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.) Moody's Mauritius Holdings Ltd. Moody's Risk Assessments Limited Moody's SF Japan K.K. Moody's Shared Services India Private Ltd Moody's Shared Services UK Limited Moody's Singapore Pte. Ltd. Moody's South Africa (B.V.I.) Limited Peru Mauritius UK Japan India UK Singapore British Virgin Islands 142 MOODY'S 2020 10-K Nile 6 (f/k/a Skyval Holdings LLP) Omega Performance Corp./S.C.C. Á Rendement Omega Omega Performance Corporation Pty. Limited Omega Performance NZ Limited Omega Performance Pte. Ltd. Pragati Development Consulting Services Ltd PT ICRA Indonesia RBA International Limited Regulatory DataCorp Limited Regulatory DataCorp Private Limited Risk First (Holdings) Limited Risk First (IP) Limited Risk First Enterprise Limited Risk First Group Limited Risk First Limited Risk First Management Services Limited Skyval Limited Vigeo Belgium SA/NV Vigeo Eiris Canada Inc. Vigeo Eiris Chile SpA Vigeo Eiris Hong Kong Limited Vigeo Eiris Singapore Pte. Ltd Vigeo Italia S.r.l Vigeo SAS Yellow Maple Holding B.V. Yellow Maple I B.V. Yellow Maple II B.V. Zephus Ltd. Yellow Maple I B.V. Yellow Maple II B.V. Zephus Ltd. UK Canada Australia New Zealand Singapore India Indonesia UK UK Singapore UK UK UK UK UK UK UK Belgium Canada Chile Hong Kong Singapore Italy France Netherlands Netherlands Netherlands UK Netherlands Netherlands UK MOODY'S 2020 10-K 143 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 144 MOODY'S 2020 10-K 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 MOODY'S 2020 10-K 145 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 146 MOODY'S 2020 10-K 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 MOODY'S 2020 10-K 147 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 148 MOODY'S 2020 10-K [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] Moody’s Corporate Information CORPORATE OFFICE 7 World Trade Center 250 Greenwich Street New York, NY 10007 +1.212.553.0300 moodys.com TRANSFER AGENT, REGISTRAR American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 U.S.: +1.866.714.7299 Outside the U.S.: +1.718.921.8124 Hearing impaired: +1.866.703.9077 Online Shareholder Account Information amstock.com info@amstock.com INDEPENDENT ACCOUNTANTS KPMG LLP 345 Park Avenue New York, NY 10154 CORPORATE GOVERNANCE The Company has ﬁled its annual report on Form 10-K for the year ended December 31, 2020 with the Securities and Exchange Commission. The Form 10-K, along with other Moody’s SEC ﬁlings and corporate governance documents, are available, without charge, upon request to the Investor Relations Department at the Corporate Ofﬁce or on ir.moodys.com. The Company has submitted to the New York Stock Exchange the Chief Executive Ofﬁcer’s certiﬁcation that he is unaware of any violation by the Company of the NYSE’s corporate governance listing standards. The Company has ﬁled with the SEC the Chief Executive Ofﬁcer and Chief Financial Ofﬁcer certiﬁcations as exhibits to the most recently ﬁled Form 10-K, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. COMMON STOCK INFORMATION The Company’s common stock trades on the New York Stock Exchange under the symbol “MCO”. INVESTOR RELATIONS +1.212.553.4857 ir@moodys.com ir.moodys.com MOODY’S ENVIRONMENTAL POLICY Moody’s Corporation is committed to doing our part to protect and care for the environments in which we live and work. This commitment is demonstrated by the continuous development and implementation of practical and effective corporate policies and programs that support the more efﬁcient use of natural resources and reduce the impact of our businesses on the environment. These programs and policies include, where feasible, the reduction and elimination of waste through re-use, recovery and recycling. As part of these efforts, Moody’s is committed to reducing its global operations’ contribution to climate change. Our environmental programs are structured to minimize the impact on our greenhouse gas emissions to the extent possible. Moody’s Corporation recognizes that our environmental impacts are limited and include greenhouse gas emissions (from energy used in buildings and for transport), water use and waste (from ofﬁce operations). Nonetheless, we are committed to minimizing the impact of our operations and services on the environment by: » Complying with the letter and spirit of all relevant environmental legislation » Establishing applicable corporate environmental goals and objectives which will be reviewed and revised as necessary on an ongoing basis » Minimizing the environmental risks to our employees and the communities in which we operate » Using various communications channels to ensure that our employees are aware of environmental concerns and the impact of their activities on the environment, and to encourage them to minimize these impacts » Adopting a purchasing program that takes into consideration the environmental practices of potential suppliers and contractors » Seeking to reduce internal and client-facing travel whenever practical » Where possible, consider “green” building choices or, at a minimum, those that provide the efﬁcient use of energy and materials when selecting new ofﬁce locations » Reducing, and where possible eliminating, waste through re-use, recovery and recycling by participating in building-wide conservation efforts for water and energy conservation » Tracking and reporting the results our efforts annually in our Corporate Social Responsibility Report » Responding to CDP Climate Change questionnaire annually » Ensuring that our policy is available for public review and is communicated to employees to increase their awareness of environmental concerns and to further encourage them to minimize the impact they have on the environment Our commitment is demonstrated by the continuous development and implementation of practical and effective corporate policies and programs that support the more efﬁcient use of natural resources and reduce the impact of our businesses on the environment. All paper in this report is certiﬁed to the Forest Stewardship Council® (FSC®) standards. The 10-K of this report is printed on paper that contains recycled ﬁber.

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