Moody's (MCO) 10-K risk factor changes: FY2021 vs FY2020

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 [removed: Financial Reform] [added: Dodd-Frank] Act.

Additionally, [removed: the change in the Presidential administration and] [added: potential] 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 [removed: 1,] [added: I,] Item 1 of this annual report on Form 10-K for more information.

Each of these developments [removed: increase] [added: increases] 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.

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

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 [removed: agencies] [added: 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.

[removed: Ratings] [added: Credit 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 [removed: rating agencies] [added: CRAs] and markets for [added: credit] ratings.

These regulations could: (i) affect the need for debt securities to be rated, (ii) expand supervisory remits to include [removed: non-EU] [added: credit] ratings [added: issued outside the home jurisdiction and] 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, [removed: and (iv)] [added: (v)] restrict the collection, use, accuracy, correction and sharing of personal information by CRAs, or [removed: (v)] [added: (vi)] regulate pricing [removed: (such] [added: (for example to require] that fees that are based on costs and are non-discriminatory) on products and services provided by MA such as those products that incorporate [added: credit] ratings and research originated by MIS.

Additionally, as of the date of the filing of this annual report on Form 10-K, there remains uncertainty regarding the [added: future] impact that Brexit will have on the credit rating industry within the U.K., the EU and other jurisdictions.

Following the Brexit implementation [removed: period,] [added: period that ended December 31, 2020] 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.

–In the [removed: EU,] [added: EU and the U.K.,] applicable rules include procedural requirements with respect to [added: credit] 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 [added: credit] 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 [removed: the rating] [added: credit ratings] of structured finance instruments.

In addition, MIS Hong Kong is subject to a code of conduct applicable to CRAs that [removed: impose] [added: imposes] 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 [removed: the rating] [added: credit ratings] 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, [added: affect] its ability to conduct credit rating activities in Hong Kong.

–In China, while MIS is not a licensed [removed: credit rating agency,] [added: CRA,] it does issue global credit ratings from offices outside of China regarding Chinese issuers.

In addition, the Company holds a 30% investment in a [removed: credit rating agency] [added: CRA] licensed in China.

China has laws applicable to domestic [removed: credit rating agencies] [added: CRAs] as well as foreign investment in such entities and entities in general (including national security review).

In response, China [removed: recently] issued a blocking statute that establishes a framework for limiting the effect of foreign sanctions on Chinese persons.

For example, compliance with the [removed: EU] [added: EU, U.K.] 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 [removed: EU] [added: EU, U.K.] 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 [removed: EU] [added: EU, U.K.] and other foreign jurisdictions may have a material adverse effect on Moody’s business, operating results and financial condition.

See Note [removed: 21] [added: [21](#if78a32d23e834b5296931d403e0ecd4c_226)] to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces.

Moody’s operates in a number of countries, and as a result the Company is required to comply [added: with] and quickly adapt [removed: with] [added: to] numerous international and U.S. federal, state and local laws and regulations.

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 [removed: conducted] [added: led] 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.

Many aspects of the legislation remain uncertain or [removed: unclear and may not be clarified for some time.][added: unclear.]

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 [removed: May] [added: Can] Negatively Impact the Nature and Economics of the Company’s Business*.

In addition, Moody’s is subject to regular examination of its income tax returns by the Internal Revenue Service and other tax [removed: authorities,] [added: authorities around the world,] and the Company is experiencing increased scrutiny as its business [removed: grows.][added: grows globally.]

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 [removed: 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.

–the transition away from benchmark reference rates based on market participant [removed: judgements,] [added: judgments,] such as LIBOR and EURIBOR, to rates based on observable transactions, such as the Secured Overnight Financing Rate (SOFR);

Any determination [added: or allegations, even if unfounded,] 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.

Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies, [added: and] 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.

Market disruptions and economic slowdown and uncertainty have in the past, and may in the future, negatively [removed: impacted] [added: impact] the volume of debt securities issued in global capital markets and the demand for credit ratings.

Economic and government factors such as [removed: a long-term continuation of difficult economic conditions,] the scaling back, wind-down or termination of COVID-19 economic stimulus and support programs, [added: a long-term continuation of difficult economic conditions,] 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, [added: the withdrawal of COVID-19 economic stimulus, inflationary pressures,] widening credit spreads, regulatory and political developments, growth in the use of alternative sources of credit, and defaults by significant issuers.

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 [removed: agents] [added: agents, manipulation of our products and services by third parties,] or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information, social media or other external communications.

The markets for credit ratings, research, credit risk management services, [removed: 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.

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 [removed: it does] [added: they do] business with Moody’s in a way that could negatively impact our business.

Moody’s Is Exposed to Risks Related to Loss of [removed: Key] [added: Skilled] Employees and Related Compensation Cost Pressures.

Moody’s regularly evaluates and enters into [removed: acquisition, disposition] [added: acquisitions, dispositions] or other strategic transactions and investments to strengthen its business and grow the Company.

MOODY'S 2021 10-K 27

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. On December 31, 2020, the U.K. also onshored CRA Regulation, with certain necessary modifications, into U.K. domestic law (the “U.K. CRA Regulation”).

The U.K. CRA Regulation contains requirements for the registration, regulation and supervision of CRAs based in the U.K. It also sets out the circumstances in which U.K. financial institutions can use credit ratings for regulatory purposes, as well as specific obligations for issuers, originators and sponsors relating to structured finance instruments.

It is unclear how the EU CRA Regulation and the U.K. CRA Regulation will differ over time.

28 MOODY'S 2021 10-K

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Evolving expectations on ESG disclosures and reporting could also result in new regulatory actions at a corporate and business unit level.

MOODY'S 2021 10-K 29

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30 MOODY'S 2021 10-K

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MOODY'S 2021 10-K 31

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32 MOODY'S 2021 10-K

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MOODY'S 2021 10-K 33

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

Rising expenses including wage inflation could adversely affect Moody’s ability to attract and retain high-quality employees.

We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire, including in response to changes brought on by the COVID-19 pandemic, with respect to flexible working or other matters.

Further, employee expectations in areas such as environmental, social matters and corporate governance (ESG) have been rapidly evolving and increasing.

A failure to adequately meet employee expectations may result in an inability to attract and retain talented employees.

34 MOODY'S 2021 10-K

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The anticipated growth, synergies and other strategic objectives of the RMS acquisition, as well as other completed transactions, may not be fully realized, and a variety of factors may adversely affect any anticipated benefits from such transactions.

MOODY'S 2021 10-K 35

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Unauthorized disclosure of this information could cause our customers to lose faith in our ability to protect their confidential information and therefore cause customers to cease doing business with us.

Further, as a result of the COVID-19 pandemic, many of our employees are working remotely, which magnifies the importance of the integrity of our remote access security measures and may expose the Company to additional cyber risks.

36 MOODY'S 2021 10-K

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MOODY'S 2021 10-K 37

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

MOODY'S 2020 10-K 29

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.

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.

30 MOODY'S 2020 10-K

MOODY'S 2020 10-K 31

32 MOODY'S 2020 10-K

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.

MOODY'S 2020 10-K 33

34 MOODY'S 2020 10-K

MOODY'S 2020 10-K 35

36 MOODY'S 2020 10-K

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.

MOODY'S 2020 10-K 37

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.

38 MOODY'S 2020 10-K

the cessation of existing business practices, and exposure to litigation, regulatory actions, sanctions or other statutory penalties.

MOODY'S 2020 10-K 39

See “Forward-Looking Statements” commencing on page [removed: 71] [added: [66](#if78a32d23e834b5296931d403e0ecd4c_121)] and Item 1A.

“Risk Factors” commencing on page [removed: 29] [added: [27](#if78a32d23e834b5296931d403e0ecd4c_55)] for a discussion of uncertainties, risks and other factors associated with these statements.

MA is a global provider [removed: of] [added: of: i)] data and [removed: analytic solutions] [added: information; ii) research and insights; and iii) decision solutions,] which help companies make better and faster decisions.

The Company [removed: is] [added: continues to] closely [removed: monitoring] [added: monitor] the impact of the COVID-19 pandemic on all aspects of its business.

The Company continues to monitor regional developments relating to the COVID-19 pandemic to inform decisions on the reopening of its [removed: offices.][added: offices and its business travel policies.]

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not [removed: impaired.][added: impaired, and the Company is not required to perform further testing.]

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 [removed: of reporting units] or if there are indicators of potential impairment.

[added: As] ICRA is a publicly traded company in India, [removed: and accordingly] the Company [removed: is] [added: was] able to [removed: derive] [added: observe] its fair value based on its [removed: observable average] market [removed: capitalization (plus a control premium) over a relatively short duration of time.][added: capitalization.]

An unfavorable resolution of [removed: such] [added: the aforementioned] matters may negatively impact ICRA’s future operating results, which could result in an impairment of goodwill and amortizable intangible assets in future quarters.

Annual goodwill impairment assessment performed at July 31, [removed: 2020][added: 2021]

At July 31, [removed: 2020,] [added: 2021,] the Company performed [removed: qualitative assessment] [added: quantitative assessments] for each of the [added: four] reporting units.

[removed: The] [added: These] qualitative [removed: analyses] [added: assessments] 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 [removed: or an indefinite-lived acquired intangible asset] involves the use of significant estimates and assumptions, which are more fully described below.

[removed: | | | | | | | | | | Sensitivity Analysis | | | | | | | | | | | | | | | | | | | | |][added: A sensitivity]

| MIS [removed: | | | $ | 99 | | | | | $ | — | |] [added: Other] | | | [removed: $] [added: 42] | [removed: —] | | | | | [removed: $] [added: 47] | [removed: —] | | | | | [removed: $] [added: (11] | [removed: —] | [added: %)] |

The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting [removed: units as of the date of each reporting unit’s last quantitative assessment (June 30, 2020 for Reis and ICRA; and] [added: units, excluding ICRA, at] July 31, [removed: 2019 for the remaining reporting units).][added: 2021.]

The sensitivity [removed: analysis] [added: analyses] on the future cash flows and WACC assumptions [removed: described below] are [removed: as of each reporting unit’s last quantitative goodwill impairment assessment.][added: described below.]

[removed: The following discusses the] [added: These] key assumptions utilized in the discounted cash flow valuation methodology [removed: that] require significant management judgment:

Beyond [removed: the forecasted period,] [added: five years] a terminal value was determined using a perpetuity growth rate based on inflation and real GDP growth rates.

[removed: A sensitivity] analysis of the revenue growth rates was performed on all reporting units.

A sensitivity analysis of the WACC was performed on all reporting [removed: units.][added: units as of July 31, 2021 for each reporting unit.]

For [removed: each] [added: all] reporting [removed: unit analyzed,] [added: units,] an increase in the WACC of one percentage point would not result in the carrying value of the reporting unit exceeding its fair value.

Management judgment is [removed: 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 [removed: instances,] [added: instances] when a loss is reasonably possible but uncertainties [added: 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.

A reserve rate is calculated for each aging [removed: category] [added: 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 discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, [removed: 2020] [added: 2021] 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.

Additionally, the Company has updated its mortality assumption by adopting the newly released mortality improvement scale [removed: MP-2020] [added: MP-2021] to accompany the Pri2012 mortality tables to reflect the latest information regarding future mortality expectations by the Society of Actuaries.

For Moody’s Retirement Plans, the total actuarial losses as of December 31, [removed: 2020] [added: 2021] that have not been recognized in annual expense are [removed: $152] [added: $65] million, and Moody’s expects to recognize a net periodic expense of [removed: $11] [added: $4] million in [removed: 2021] [added: 2022] related to the amortization of actuarial losses.

[added: As permitted under ASC Topic 715, the Company amortizes the] impact of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to amortization.

As of December 31, [removed: 2020,] [added: 2021,] the Company has an unrecognized asset gain of [removed: $49] [added: $44] 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 [removed: 2021] [added: 2022] expense.

The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s [removed: 2021] [added: 2022] income before provision for income taxes.

These effects have been calculated using the Company’s current projections of [removed: 2021] [added: 2022] expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.

| (dollars in millions) | | | Assumptions Used for [removed: 2021] [added: 2022] | | | | | | Estimated Impact on [removed: 2021] [added: 2022] Income before Provision for Income Taxes (Decrease)/Increase | | |

| Weighted Average Discount Rates (1) | | | [removed: 2.24%/2.30%] [added: 2.60%/2.65%] | | | | | | $ | [removed: (11)] [added: (10)] | |

| Weighted Average Assumed Compensation Growth Rate | | | [removed: 3.62] [added: 3.63] | | % | | | | $ | [removed: 2] [added: 1] | |

| Assumed Long-Term Rate of Return on Pension Assets | | | [removed: 5.45] [added: 5.05] | | % | | | | $ | (5) | |

(1)Weighted average discount rates of [removed: 2.24%] [added: 2.60%] and [removed: 2.30%] [added: 2.65%] for pension plans and Other Retirement Plans, respectively.

Based on current projections, the Company estimates that expenses related to Retirement Plans will be approximately [removed: $31] [added: $13] million in [removed: 2021, an increase] [added: 2022, a decrease] compared to the [removed: $27] [added: $31] million recognized in [removed: 2020.][added: 2021.]

[removed: Restructuring][added: | Restructuring | | | 1 | | | | | | 31 | | | | | | 97 | | % |]

MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

As of the date of the filing of this annual report on Form 10-K, the Company has reopened most of its offices for employees to access on a voluntary basis.

The COVID-19 pandemic has not had a material adverse impact on the Company's reported results to date and is currently not expected to have a material adverse impact on its near-term outlook.

However, Moody's is unable to predict the longer-term impact that the pandemic may have on its business, future results of operations, financial position or cash flows due to numerous uncertainties.

Refer to Item 1A.

“Risk Factors” for further disclosure relating to the risks of the COVID-19 pandemic on the Company's business.

On an ongoing basis, Moody’s evaluates its critical accounting estimates.

Goodwill and Other Acquired Intangible Assets

Prior to the second quarter of 2021, MA's reporting unit structure consisted of five reporting units (Content, ERS, MALS, Bureau van Dijk and Reis).

Pursuant to a strategic reorganization in the MA segment which was completed in the second quarter of 2021, MA's reporting unit structure has been reorganized into two reporting units.

MA’s two new reporting units generally consist of: i) businesses offering data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions.

This reorganization did not result in a change to the Company's reportable segments.

The Company performed qualitative assessments of the reporting units impacted by the reorganization immediately before and after the reorganization became effective.

Subsequent to the aforementioned reorganization of the MA reporting units, the Company now has four 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 two reporting units within MA consisting of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions.

MOODY'S 2021 10-K 41

The RMS business was acquired on September 15, 2021 and $1,266 million of goodwill was assigned to the MA reporting unit consisting of risk-management software, workflow and CRE solutions, $90 million was assigned to the MIS reporting unit, and $20 million was assigned to the MA reporting unit consisting of businesses offering data and data-driven analytical solutions.

In addition, the Company acquired PassFort on November 30, 2021 and $138 million of goodwill was assigned to the reporting unit consisting of businesses offering data and data-driven analytical solutions.

As the acquisitions of these businesses were completed after the Company's annual impairment assessment date of July 31, 2021, goodwill acquired in these transactions was not subject to the Company's impairment assessment described below.

These quantitative assessments were performed to provide new baseline valuations under the aforementioned new reporting unit structure.

These quantitative assessments resulted in fair values that significantly exceeded carrying value for all reporting units.

Matters concerning the ICRA reporting unit

ICRA has reported various matters relating to: (i) an adjudication order and fine imposed (and subsequently enhanced) by the Securities and Exchange Board of India (SEBI) in connection with credit ratings assigned to one of ICRA’s customers and the customer’s subsidiaries, which are being appealed by ICRA; (ii) the completion of internal examinations regarding various anonymous complaints, and actions taken by ICRA’s board based on the examinations’ findings; and (iii) a separate internal examination of certain allegations against two former senior ICRA officials.

Cash flows for the five years subsequent to the date of the quantitative goodwill impairment test were utilized in the determination of the fair value of each reporting unit.

The growth rates assumed a gradual increase in revenue based on new customer acquisition and new products.

42 MOODY'S 2021 10-K

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The WACC for all reporting units ranged from 8.0% to 8.5% as of July 31, 2021.

MOODY'S 2021 10-K 43

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The impact on operating income relating to a one percentage point change in the Company's reserve rates would be approximately $18 million.

44 MOODY'S 2021 10-K

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MOODY'S 2021 10-K 45

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Investments in Non-consolidated Affiliates

Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis.

These investments are written down to fair value if there is evidence of a loss in value that is other-than-temporary.

For equity investments without a readily determinable fair value for which the Company does not have significant influence, Moody's generally elects to measure these investments at cost, less impairment, adjusted for subsequent observable price changes as of the date that an observable transaction takes place.

The Company performs an assessment on a quarterly basis to determine if there are indicators of impairment for its investments in non-consolidated affiliates.

If there are indicators of impairment, the Company estimates the investment’s fair value and records an impairment if the carrying value of the investment exceeds its fair value.

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’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.

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 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

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.

Goodwill

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.

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.

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.

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.

Sensitivity Analysis and Key Assumptions for Deriving the Fair Value of a Reporting Unit

The following table identifies the amount of goodwill allocated to each reporting unit as of December 31, 2020 and the amount by which the net assets of each reporting unit would exceed the fair value under Step 2 of the goodwill impairment test as prescribed in ASC Topic 350, assuming hypothetical reductions in their fair values as of the date of the last quantitative goodwill impairment assessment for each reporting unit (June 30, 2020 for ICRA and Reis; July 31, 2019 for all remaining reporting units).

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Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page [removed: 63] [added: [60](#if78a32d23e834b5296931d403e0ecd4c_106)] of this annual report on Form 10-K.

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MOODY'S 2021 10-K 67

72 MOODY'S 2020 10-K

Financial information and operating results of these segments, including revenue, expenses and [removed: operating income,] [added: Adjusted Operating Income,] are included in Part II, Item 8.

| [removed: ] [added: ] | | | | | | [removed: ] [added: ] | | | | | | [removed: ] [added: ] | | | | | |

| [removed: ] [added: ] | | | Independent provider of credit rating opinions and related information for over 100 years | | | [removed: ] [added: ] | | | [removed: A global] [added: Global] integrated risk assessment firm [added: providing credit rating opinions, analytical solutions and insights] that [removed: empowers] [added: empower] organizations to make [removed: better] [added: better, faster] decisions | | | [removed: ] [added: ] | | | [removed: Global provider] [added: Provider] of [removed: data] [added: financial intelligence] and [removed: analytic solutions which help companies make better] [added: analytical tools supporting customers’ growth, efficiency] and [removed: faster decisions.] [added: risk management objectives] | | |

| [removed: 57.1%] | | | [removed: 2020 Operating Margin | | | ] [added: ] | | | | | | [removed: 20.3%] [added: 2007 - 2016] | | | [removed: 2020 Operating Margin] | | |

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| [removed: ] | | | [added: ] | | | | | | [added: 2017 - 2021] | | | | | |

| | | | [removed: ] [added: ] | | | | | | [removed: 2007 - 2016] [added: 2022 and Beyond] | | | | | |

| | | | | | | [removed: | | |] •Established Moody’s Analytics •Built the ERS business (e.g., Fermat, B&H) •Expanded ratings to China (i.e., CCXI) | | | | | | [added: | | |]

| [added: ] | | | [removed: ] | | | [added: ] | | | [removed: 2017 - 2020] | | | [added: ] | | | [added: | | |  | | |]

| | | | | | | [removed: | | |] •Complemented ERS business with private company information (i.e., BvD) •Accelerated capability expansion (e.g., company database, CRE data, ESG data) [added: •Invested in insurance data and analytics capabilities, including weather and disaster modeling (i.e., RMS)] | | | | | | [added: | | |]

| | | | [removed: ] [added: ] | | | | | | [removed: 2021 and Beyond] | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| | | | | | | [removed: | | |] •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) | | | | | | [added: | | |]

[removed: MIS] [added: Moody's Investors Service (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.

| [removed: ] | | | [added: ] | | | [added: 190] | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| [removed: ] | | | [added: ] | | | [removed: ] [added: 5,300+] | | | | | | [removed: ] [added: ] | | | [added: 3,500+] | | | [removed: ] | | | [added:  | | | 15,500+ | | | | | |]

| •Moody’s opinions on credit are used by institutional investors throughout the world, making an issuer’s debt potentially more attractive to a wide range of buyers. | | | | | | •Signals a willingness by issuers to be transparent and provides issuers with an independent assessment against which to compare creditworthiness. | | | | | | •May help issuers when formulating internal capital plans and funding [removed: strategies] [added: strategies.] | | | | | | •Among ratings advisors, Moody’s has a strong position and is well-recognized for the depth and breadth of its analytical capabilities. | | |

| MIS by the Numbers | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | [removed: ] [added: ] | | | [removed: 5,000+] [added: 9,000+] | | | | | | [removed: ] [added: ] | | | [removed: 16,000+] [added: 1,000+] | | | | | | [added:  | | | 445 | | | | | |]

| | | | Rated Non-Financial Corporates | | | | | | Rated [added: Financial Institutions | | | | | | Rated] Public Finance Issuers | | | | | | | | | | | | [added: | | |]

| | | | [removed: ] [added: ] | | | [removed: 3,600+] | | | | | | [removed: ] | | | [removed: 9,100+] | | | | | | [added: | | |  | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: ] [added: ] | | | 145 | | | | | | [removed: ] [added: ] | | | [removed: 1,000+] [added: 49] | | | | | | [added:  | | | $73 trillion | | | | | |]

| | | | Rated [removed: Sovereigns] [added: Structured Finance Deals] | | | | | | Rated Infrastructure & [removed: Public] [added: Project] Finance Issuers | | | | | | [added: Rated Sub-Sovereigns] | | | | | | [added: | | | | | | | | |]

[removed: | | | |  | | | 47 | | | | | |  | | | 202 | | | | | |][added:  ]

| | | | [removed: Rated Supranational Institutions] [added: Rating Methodologies] | | | | | | [removed: Rating Methodologies] | | | | | | | | | | | | [added: | | | | | | | | |]

| [added: ] | | | [removed: ] | | | [removed: 459] [added: ] | | | | | | [removed: ] | | | [removed: 140+] [added: ] | | | | | |

[removed: MA] [added: Moody's Analytics (MA)] is a global provider [removed: of] [added: of: i)] data and [removed: analytic solutions] [added: information; ii) research and insights; and iii) decision solutions,] which help companies make better and faster decisions.

[removed: MA’s analytic models, industry insights, software tools and proprietary] [added: | Proprietary] data assets allow companies to inform and perform many critical business activities with trust and [removed: confidence.][added: confidence | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | MA's approach to deepening available data sets and ability to combine with research, analytic tools and software is driving a more integrated understanding of risks and opportunities | | | | | |]

| [removed: ] [added: ] | | | [removed: Web] | | | [removed: ] | | | [removed: Third party platforms] [added: ] | | | | | | [added: | | |  | | | | | |]

[removed: |  | | | Excel add-in | | |  | | | Mobile | | | | | |][added:  ]

[removed: |  | | | API | | | | | | | | | | | |][added:  ]

| MA Customers by the Numbers | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | [removed: ] [added: ] | | | [removed: 1,500+] [added: 200+] | | | | | | [removed: ] [added: ] | | | [removed: 2,900+] [added: 900+] | | | | | | [added:  | | | 5,300+ | | | | | |]

| | | | Asset Managers | | | | | | Commercial Banks | | | | | | [added: Corporations] | | | | | | [added: | | | | | | | | |]

| | | | [removed: Corporations] [added: Securities Dealers and Investment Banks] | | | | | | [removed: Securities Dealers and Investment Banks] [added: Insurance Companies] | | | | | | [added: Government & Other Entities] | | | | | | [added: | | | | | | | | |]

| | | | [removed: ] [added: ] | | | [removed: 675+] [added: 244,000+] | | | | | | [removed: ] | | | [removed: 4,000+] | | | | | | [added: | | | | | | | | |]

| | | | [removed: Real Estate Entities | | | | | |] Individuals accessed the Moody's research website | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| [added: ] | | | [removed: ] | | | [removed: 155+] [added: ] | | | | | | [removed: ] | | | [removed: 31,000+] [added: ] | | | | | |

| | | | [added: Real Estate Entities | | | | | |] Countries where MA customers operate | | | | | | Customer users accessed the Moody's research website in [removed: 2020] [added: 2021] | | | | | | | | | | | | [added: | | |]

[removed: It] [added: The Company] 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 [removed: following] [added: adhering to] the policies of recognized sustainability organizations that develop standards or frameworks and/or evaluate and assess performance, [removed: including] [added: including:] the Global Reporting [removed: Initiative and] [added: Initiative;] Sustainability Accounting Standards [removed: Board.][added: Board; and the World Economic Forum’s Stakeholder Capitalism metrics.]

| Moody's has evolved over the last 15 years as our customers' needs have changed and we expanded our capabilities | | | | | | | | | | | | | | |

MOODY'S 2021 10-K 11

| *Investors seek Moody's opinions and particularly value the knowledge of its analysts and the depth of Moody's research* | | | | | | | | | | | | | | | | | | | | |

| | | | 35,000+ | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Rated Organizations and Structured Deals | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Rated Sovereigns | | | | | | Rated Supranational Institutions | | | | | | Total rated debt outstanding | | | | | | | | | | | | | | |

12 MOODY'S 2021 10-K

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MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

MA’s proprietary data, research and analytics combined with cloud-based software tools deliver solutions to meet customer needs as they arise.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Curated Data Combined with Analytics are the Foundation of MA's Integrated Risk Assessment Strategy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | Domain Expertise | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Curated Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Best in Class Analytics | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Transparency | | | | | | | | | ç | | | | | | | | | | | | | | | | | | | | | è | | | Benchmarks | | | | | | | | | | | |

| | | | Efficiency | | | | | | | | | Better Decisions | | | | | | | | | | | | | | | | | | Analytics | | | | | | | | | | | | | | | | | |

| | | | Convenience | | | | | | | | | | | | | | | | | | | | | | | | | | | Insights | | | | | | | | | | | | | | | | | |

| | | | 14,900 + | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Total MA customers | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | |  | | | 1,800+ | | | | | |  | | | 2,300+ | | | | | |  | | | 3,600+ | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | |  | | | 800+ | | | | | |  | | | 165 | | | | | |  | | | 29,000+ | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

MOODY'S 2021 10-K 13

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–Established three goals to increase representation of women and employees of racial and ethnic underrepresented groups; published our EEO-1 data;

–Accelerated our net-zero commitment to 2040, a decade earlier than the Paris Agreement goal;

–Received an ‘A’ score from CDP on climate action for the second consecutive year; and

–Became a founding member of the Net Zero Financial Services Provider Alliance, part of the Glasgow Financial Alliance for Net Zero (GFANZ) and joined the Taskforce on Nature-related Financial Disclosures (TNFD).

The Board also oversees Moody’s policies for assessing and managing our exposure to risk, including climate-related risks such as business continuity disruption or reputational and credibility concerns stemming from incorporation of climate-related risks into the credit methodologies and credit ratings of MIS.

| | | | | | | | | | | | | | | | | | |

| 59.7% | | | 2020 Adjusted Operating Margin | | | Total 2020 Revenue of $5.4 billion | | | | | | 29.4% | | | 2020 Adjusted Operating Margin | | |

| | | | | | | 44.5% | | | 2020 Operating Margin | | | | | | | | |

| | | | | | | 49.7% | | | 2020 Adjusted Operating Margin | | | | | | | | |

10 MOODY'S 2020 10-K

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MOODY'S 2020 10-K 11

| | | | | | | | | | | | | | | | | | | | | |

12 MOODY'S 2020 10-K

| | | | Rated Financial Institutions | | | | | | Rated Structured Finance Deals | | | | | | | | | | | |

| | | | Rated Sub-Sovereigns | | | | | | Countries where MIS provides ratings | | | | | | | | | | | |

MOODY'S 2020 10-K 13

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 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 | | |  | | |  | | | Compliance modules Leverage BvD, RDC and Acquire Media data | | |

|  | | | Gather financials Create credit statistics | | |  | | |  | | | Spreading tools Prepopulate and digitize financials | | |

|  | | | Analyze credit and transaction Assess creditworthiness of portfolio | | |  | | |  | | | 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 | | | | | | | | | | | | | | |

14 MOODY'S 2020 10-K

| | | |  | | | 3,100+ | | | | | |  | | | 225+ | | | | | |

| | | | Insurance Companies | | | | | | Government & Other Entities | | | | | | | | | | | |

| | | |  | | | 300+ | | | | | |  | | | 337,000+ | | | | | |

–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.

MOODY'S 2020 10-K 15

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.

16 MOODY'S 2020 10-K

 

MOODY'S 2020 10-K 17

| | | | | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | | % | | |

| | | | U.S. | | | | | | 1,512 | | | | | | 1,453 | | | | | | | | | | | | 4 | | % |

| | | | Non-U.S. | | | | | | 3,564 | | | | | | 3,358 | | | | | | | | | | | | 6 | | % |

| | | | Total | | | | | | 5,076 | | | | | | 4,811 | | | | | | | | | | | | 6 | | % |

| | | | U.S. | | | | | | 2,004 | | | | | | 1,810 | | | | | | | | | | | | 11 | | % |

| | | | Non-U.S. | | | | | | 2,963 | | | | | | 3,023 | | | | | | | | | | | | (2) | | % |

| | | | Total | | | | | | 4,967 | | | | | | 4,833 | | | | | | | | | | | | 3 | | % |

FOR THE FISCAL YEAR ENDED December 31, [removed: 2020][added: 2021]

| TITLE OF EACH CLASS | | | | | | [added: | | | | | |] TRADING SYMBOL(S) | | | | | | NAME OF EACH EXCHANGE ON WHICH REGISTERED | | |

| Common Stock, par value $0.01 per share | | | | | | [added: | | | | | |] MCO | | | | | | New York Stock Exchange | | |

| 1.75% Senior Notes Due 2027 | | | | | | [added: | | | | | |] MCO 27 | | | | | | New York Stock Exchange | | |

| 0.950% Senior Notes Due 2030 | | | | | | [added: | | | | | |] MCO 30 | | | | | | New York Stock Exchange | | |

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, [removed: 2020] [added: 2021] (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately [removed: $51] [added: $68] billion.

As of January 31, [removed: 2021, 187.1] [added: 2022, 185.2] million shares of Common Stock of Moody’s Corporation were outstanding.

Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April [removed: 20, 2021,] [added: 26, 2022,] are incorporated by reference into Part III of this Form 10-K.

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

| | | | [Glossary of Terms and [removed: Abbreviations](#i764aab6d00b34fe7b9dd0fc7012d6e15_10)] [added: Abbreviations](#if78a32d23e834b5296931d403e0ecd4c_10)] | | | | | | [removed: [4](#i764aab6d00b34fe7b9dd0fc7012d6e15_10)\-9] [added: [4](#if78a32d23e834b5296931d403e0ecd4c_10)\-10] | | |

| Item 1. | | | [removed: [BUSINESS](#i764aab6d00b34fe7b9dd0fc7012d6e15_16)] [added: [BUSINESS](#if78a32d23e834b5296931d403e0ecd4c_16)] | | | | | | [removed: [10](#i764aab6d00b34fe7b9dd0fc7012d6e15_16)] [added: [11](#if78a32d23e834b5296931d403e0ecd4c_16)] | | |

| | | | [The [removed: Company](#i764aab6d00b34fe7b9dd0fc7012d6e15_22)] [added: Company](#if78a32d23e834b5296931d403e0ecd4c_22)] | | | | | | [removed: [10](#i764aab6d00b34fe7b9dd0fc7012d6e15_22)\-15] [added: [11](#if78a32d23e834b5296931d403e0ecd4c_22)\-14] | | |

| | | | [Human [removed: Capital](#i764aab6d00b34fe7b9dd0fc7012d6e15_2664)] [added: Capital](#if78a32d23e834b5296931d403e0ecd4c_28)] | | | | | | [removed: [16](#i764aab6d00b34fe7b9dd0fc7012d6e15_2664)\-19] [added: [1](#if78a32d23e834b5296931d403e0ecd4c_28)4-18] | | |

| | | | [Moody’s [removed: Strategy](#i764aab6d00b34fe7b9dd0fc7012d6e15_34)] [added: Strategy](#if78a32d23e834b5296931d403e0ecd4c_31)] | | | | | | [removed: [20](#i764aab6d00b34fe7b9dd0fc7012d6e15_34)\-21] [added: [19](#if78a32d23e834b5296931d403e0ecd4c_31)\-20] | | |

| | | | [Prospects for [removed: Growth](#i764aab6d00b34fe7b9dd0fc7012d6e15_28)] [added: Growth](#if78a32d23e834b5296931d403e0ecd4c_34)] | | | | | | [removed: [22](#i764aab6d00b34fe7b9dd0fc7012d6e15_28)\-24] [added: [21](#if78a32d23e834b5296931d403e0ecd4c_34)\-23] | | |

| | | | [Intellectual [removed: Property](#i764aab6d00b34fe7b9dd0fc7012d6e15_43)] [added: Property](#if78a32d23e834b5296931d403e0ecd4c_43)] | | | | | | [removed: [26](#i764aab6d00b34fe7b9dd0fc7012d6e15_43)] [added: [24](#if78a32d23e834b5296931d403e0ecd4c_43)\-25] | | |

| | | | [Available [removed: Information](#i764aab6d00b34fe7b9dd0fc7012d6e15_49)] [added: Information](#if78a32d23e834b5296931d403e0ecd4c_49)] | | | | | | [removed: [26](#i764aab6d00b34fe7b9dd0fc7012d6e15_49)] [added: [25](#if78a32d23e834b5296931d403e0ecd4c_49)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i764aab6d00b34fe7b9dd0fc7012d6e15_52)] [added: Registrant](#if78a32d23e834b5296931d403e0ecd4c_52)] | | | | | | [removed: [27](#i764aab6d00b34fe7b9dd0fc7012d6e15_52)\-28] [added: [25](#if78a32d23e834b5296931d403e0ecd4c_52)\-26] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#i764aab6d00b34fe7b9dd0fc7012d6e15_55)] [added: FACTORS](#if78a32d23e834b5296931d403e0ecd4c_55)] | | | | | | [removed: [29](#i764aab6d00b34fe7b9dd0fc7012d6e15_55)\-39] [added: [27](#if78a32d23e834b5296931d403e0ecd4c_55)\-37] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i764aab6d00b34fe7b9dd0fc7012d6e15_58)] [added: COMMENTS](#if78a32d23e834b5296931d403e0ecd4c_58)] | | | | | | [removed: [40](#i764aab6d00b34fe7b9dd0fc7012d6e15_58)] [added: [38](#if78a32d23e834b5296931d403e0ecd4c_58)] | | |

| Item 2. | | | [removed: [PROPERTIES](#i764aab6d00b34fe7b9dd0fc7012d6e15_61)] [added: [PROPERTIES](#if78a32d23e834b5296931d403e0ecd4c_61)] | | | | | | [removed: [40](#i764aab6d00b34fe7b9dd0fc7012d6e15_61)] [added: [38](#if78a32d23e834b5296931d403e0ecd4c_61)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#i764aab6d00b34fe7b9dd0fc7012d6e15_64)] [added: PROCEEDINGS](#if78a32d23e834b5296931d403e0ecd4c_64)] | | | | | | [removed: [40](#i764aab6d00b34fe7b9dd0fc7012d6e15_64)] [added: [38](#if78a32d23e834b5296931d403e0ecd4c_64)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i764aab6d00b34fe7b9dd0fc7012d6e15_67)] [added: DISCLOSURES](#if78a32d23e834b5296931d403e0ecd4c_67)] | | | | | | [removed: [40](#i764aab6d00b34fe7b9dd0fc7012d6e15_67)] [added: [38](#if78a32d23e834b5296931d403e0ecd4c_67)] | | |

| [PART [removed: II.](#i764aab6d00b34fe7b9dd0fc7012d6e15_70)] [added: II.](#if78a32d23e834b5296931d403e0ecd4c_70)] | | | | | | | | | | | |

| Item 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i764aab6d00b34fe7b9dd0fc7012d6e15_73)] [added: SECURITIES](#if78a32d23e834b5296931d403e0ecd4c_73)] | | | | | | [removed: [41](#i764aab6d00b34fe7b9dd0fc7012d6e15_73)] [added: [39](#if78a32d23e834b5296931d403e0ecd4c_73)] | | |

| | | | [Moody’s Purchases of Equity [removed: Securities](#i764aab6d00b34fe7b9dd0fc7012d6e15_76)] [added: Securities](#if78a32d23e834b5296931d403e0ecd4c_76)] | | | | | | [removed: [41](#i764aab6d00b34fe7b9dd0fc7012d6e15_76)] [added: [39](#if78a32d23e834b5296931d403e0ecd4c_76)] | | |

| | | | [Common Stock [removed: Information](#i764aab6d00b34fe7b9dd0fc7012d6e15_79)] [added: Information](#if78a32d23e834b5296931d403e0ecd4c_79)] | | | | | | [removed: [41](#i764aab6d00b34fe7b9dd0fc7012d6e15_79)] [added: [39](#if78a32d23e834b5296931d403e0ecd4c_79)] | | |

| | | | [Equity Compensation Plan [removed: Information](#i764aab6d00b34fe7b9dd0fc7012d6e15_82)] [added: Information](#if78a32d23e834b5296931d403e0ecd4c_82)] | | | | | | [removed: [41](#i764aab6d00b34fe7b9dd0fc7012d6e15_82)] [added: [39](#if78a32d23e834b5296931d403e0ecd4c_82)] | | |

| | | | [Performance [removed: Graph](#i764aab6d00b34fe7b9dd0fc7012d6e15_85)] [added: Graph](#if78a32d23e834b5296931d403e0ecd4c_85)] | | | | | | [removed: [42](#i764aab6d00b34fe7b9dd0fc7012d6e15_85)] [added: [40](#if78a32d23e834b5296931d403e0ecd4c_85)] | | |

| Item 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i764aab6d00b34fe7b9dd0fc7012d6e15_91)] [added: OPERATIONS](#if78a32d23e834b5296931d403e0ecd4c_91)] | | | | | | [removed: [43](#i764aab6d00b34fe7b9dd0fc7012d6e15_91)] [added: [41](#if78a32d23e834b5296931d403e0ecd4c_91)] | | |

| | | | [The [removed: Company](#i764aab6d00b34fe7b9dd0fc7012d6e15_94)] [added: Company](#if78a32d23e834b5296931d403e0ecd4c_94)] | | | | | | [removed: [43](#i764aab6d00b34fe7b9dd0fc7012d6e15_94)] [added: [41](#if78a32d23e834b5296931d403e0ecd4c_94)] | | |

| | | | [Critical Accounting [removed: Estimates](#i764aab6d00b34fe7b9dd0fc7012d6e15_97)] [added: Estimates](#if78a32d23e834b5296931d403e0ecd4c_97)] | | | | | | [removed: [44](#i764aab6d00b34fe7b9dd0fc7012d6e15_97)\-49] [added: [41](#if78a32d23e834b5296931d403e0ecd4c_97)\-46] | | |

| | | | [Reportable [removed: Segments](#i764aab6d00b34fe7b9dd0fc7012d6e15_100)] [added: Segments](#if78a32d23e834b5296931d403e0ecd4c_100)] | | | | | | [removed: [49](#i764aab6d00b34fe7b9dd0fc7012d6e15_100)] [added: [4](#if78a32d23e834b5296931d403e0ecd4c_100)6] | | |

| | | | [Results of [removed: Operations](#i764aab6d00b34fe7b9dd0fc7012d6e15_103)] [added: Operations](#if78a32d23e834b5296931d403e0ecd4c_103)] | | | | | | [removed: [50](#i764aab6d00b34fe7b9dd0fc7012d6e15_103)\-63] [added: [46](#if78a32d23e834b5296931d403e0ecd4c_103)\-59] | | |

| | | | [Market [removed: Risk](#i764aab6d00b34fe7b9dd0fc7012d6e15_106)] [added: Risk](#if78a32d23e834b5296931d403e0ecd4c_106)] | | | | | | [removed: [63](#i764aab6d00b34fe7b9dd0fc7012d6e15_106)\-64] [added: [60](#if78a32d23e834b5296931d403e0ecd4c_106)\-61] | | |

| | | | [Liquidity and Capital [removed: Resources](#i764aab6d00b34fe7b9dd0fc7012d6e15_109)] [added: Resources](#if78a32d23e834b5296931d403e0ecd4c_109)] | | | | | | [removed: [65](#i764aab6d00b34fe7b9dd0fc7012d6e15_109)\-70] [added: [61](#if78a32d23e834b5296931d403e0ecd4c_109)\-66] | | |

| | | | [Recently Issued Accounting [removed: Pronouncements](#i764aab6d00b34fe7b9dd0fc7012d6e15_115)] [added: Pronouncements](#if78a32d23e834b5296931d403e0ecd4c_115)] | | | | | | [removed: [71](#i764aab6d00b34fe7b9dd0fc7012d6e15_115)] [added: [66](#if78a32d23e834b5296931d403e0ecd4c_115)] | | |

| | | | [removed: [Contingencies](#i764aab6d00b34fe7b9dd0fc7012d6e15_118)] [added: [Contingencies](#if78a32d23e834b5296931d403e0ecd4c_118)] | | | | | | [removed: [71](#i764aab6d00b34fe7b9dd0fc7012d6e15_118)] [added: [66](#if78a32d23e834b5296931d403e0ecd4c_118)] | | |

| | | | [Forward-Looking [removed: Statements](#i764aab6d00b34fe7b9dd0fc7012d6e15_121)] [added: Statements](#if78a32d23e834b5296931d403e0ecd4c_121)] | | | | | | [removed: [71](#i764aab6d00b34fe7b9dd0fc7012d6e15_121)] [added: [66](#if78a32d23e834b5296931d403e0ecd4c_121)\-67] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i764aab6d00b34fe7b9dd0fc7012d6e15_124)] [added: RISK](#if78a32d23e834b5296931d403e0ecd4c_124)] | | | | | | [removed: [72](#i764aab6d00b34fe7b9dd0fc7012d6e15_124)] [added: [67](#if78a32d23e834b5296931d403e0ecd4c_124)] | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Auditor Name: | | | KPMG LLP | | | Auditor Location: | | | New York, NY | | | Auditor Firm ID: | | | 185 | | |

MOODY'S 2021 10-K 1

| [PART I.](#if78a32d23e834b5296931d403e0ecd4c_13) | | | | | | | | | | | |

| | | | [Background](#if78a32d23e834b5296931d403e0ecd4c_19) | | | | | | [11](#if78a32d23e834b5296931d403e0ecd4c_19) | | |

| | | | [Climate](#if78a32d23e834b5296931d403e0ecd4c_2914) | | | | | | [18](#if78a32d23e834b5296931d403e0ecd4c_2914) | | |

| | | | [Competition](#if78a32d23e834b5296931d403e0ecd4c_37) | | | | | | [23](#if78a32d23e834b5296931d403e0ecd4c_37) | | |

| | | | [Regulation](#if78a32d23e834b5296931d403e0ecd4c_40) | | | | | | [23](#if78a32d23e834b5296931d403e0ecd4c_40)\-24 | | |

2 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#if78a32d23e834b5296931d403e0ecd4c_1649267444596) | | | | | | [130](#if78a32d23e834b5296931d403e0ecd4c_1649267444596) | | |

| [INDEX TO EXHIBITS](#if78a32d23e834b5296931d403e0ecd4c_277) | | | | | | | | | [132](#if78a32d23e834b5296931d403e0ecd4c_277)\-135 | | |

| [SIGNATURES](#if78a32d23e834b5296931d403e0ecd4c_283) | | | | | | | | | [136](#if78a32d23e834b5296931d403e0ecd4c_283) | | |

MOODY'S 2021 10-K 3

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| BitSight | | | | | | A provider of cybersecurity ratings, analytics, and performance management tools; Moody's acquired a minority investment in BitSight in 2021 | | |

| CDP | | | | | | A not-for-profit charity that runs the global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts | | |

4 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| Cortera | | | | | | A provider of North American credit data and workflow solutions; acquired by the Company in March 2021 | | |

| CRE | | | | | | Commercial Real Estate | | |

| EEO-1 | | | | | | Data filing required by the U.S. Equal Employment Opportunity Commission that requires all private sector employers with 100 or more employees, and federal contractors with 50 or more employees meeting certain criteria, to submit demographic workforce data, including data by race/ethnicity, sex and job categories | | |

MOODY'S 2021 10-K 5

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

6 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| Moody's Local | | | | | | A ratings platform focused on providing credit rating services in local capital markets | | |

| PassFort | | | | | | A U.K. SaaS-based workflow platform for identity verification, customer onboarding, and risk analysis; acquired by the Company on November 30, 2021. | | |

MOODY'S 2021 10-K 7

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| RealXData | | | | | | A provider of CRE lease-level portfolio management with benchmarking and rent forecasting capabilities; acquired by the Company in September 2021 | | |

| RMS | | | | | | A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company in September 2021 | | |

| SOFR | | | | | | Secured Overnight Financing Rate | | |

| TCFD | | | | | | Task Force on Climate-Related Financial Disclosures | | |

8 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| VisibleRisk | | | | | | A cyber risk ratings joint venture created by Moody’s and Team8, a global venture group | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

MOODY'S 2020 10-K 1

| [PART I.](#i764aab6d00b34fe7b9dd0fc7012d6e15_13) | | | | | | | | | | | |

| | | | [Background](#i764aab6d00b34fe7b9dd0fc7012d6e15_19) | | | | | | [10](#i764aab6d00b34fe7b9dd0fc7012d6e15_19) | | |

| | | | [Competition](#i764aab6d00b34fe7b9dd0fc7012d6e15_31) | | | | | | [24](#i764aab6d00b34fe7b9dd0fc7012d6e15_31) | | |

| | | | [Regulation](#i764aab6d00b34fe7b9dd0fc7012d6e15_40) | | | | | | [24](#i764aab6d00b34fe7b9dd0fc7012d6e15_40)\-25 | | |

2 MOODY'S 2020 10-K

| [INDEX TO EXHIBITS](#i764aab6d00b34fe7b9dd0fc7012d6e15_277) | | | | | | | | | [133](#i764aab6d00b34fe7b9dd0fc7012d6e15_277)\-137 | | |

| [SIGNATURES](#i764aab6d00b34fe7b9dd0fc7012d6e15_283) | | | | | | | | | [138](#i764aab6d00b34fe7b9dd0fc7012d6e15_283) | | |

MOODY'S 2020 10-K 3

| ABS Suite | | | | | | 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 | | |

| API | | | | | | Application Programming Interface | | |

4 MOODY'S 2020 10-K

MOODY'S 2020 10-K 5

| IT | | | | | | Information technology | | |

| MESG | | | | | | Moody's ESG Solutions Group | | |

6 MOODY'S 2020 10-K

| N/A | | | | | | Not applicable | | |

| Omega Performance | | | | | | A provider of online credit training; acquired by the Company in August 2018 | | |

| 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

| RiskFirst | | | | | | A company providing risk analytic solutions for the asset management and pension fund communities; acquired by the Company in July 2019 | | |

8 MOODY'S 2020 10-K

| 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. | | |

MOODY'S 2020 10-K 9

As of December 31, [removed: 2020,] [added: 2021,] Moody’s operations were conducted from [removed: 26] [added: 35] U.S. offices and [removed: 98] [added: 107] non-U.S. office locations, all of which are leased.

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

38 MOODY'S 2021 10-K

40 MOODY'S 2020 10-K

For the three months ended December 31, [removed: 2020:][added: 2021:]

(1)Includes surrender to the Company of [removed: 2,306, 429] [added: 1,400; 1,045] and [removed: 9,136] [added: 683] 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.

[removed: (2)As] [added: (2)Amounts shown are as] of the last day of each of the months.

On December 16, 2019, the Board [added: authorized $1 billion in share repurchase authority and on February 9, 2021, the Board] approved an additional $1 billion in share repurchase [removed: authority, which at December 31, 2020 had approximately $831 million of remaining] authority.

Additionally, on February [removed: 9, 2021,] [added: 7, 2022,] the Board [added: of Directors] approved an additional [removed: $1.0 billion] [added: $750 million] of share repurchase authority.

There is no established expiration date for [removed: either of] the [removed: aforementioned] remaining authorizations.

During the fourth quarter of [removed: 2020,] [added: 2021,] Moody’s issued [removed: 0.2] [added: 0.1] million shares under employee stock-based compensation plans.

The number of registered shareholders of record at January 31, [removed: 2021] [added: 2022] was [removed: 1,721.][added: 1,628.]

The table below sets forth, as of December 31, [removed: 2020,] [added: 2021,] certain information regarding the Company’s equity compensation plans.

(1)Includes [removed: 2,505,011] [added: 2,246,154] options and unvested restricted shares outstanding under the Company's 2001 Key Employees' Stock Incentive [added: Plan, 140,906 options and unvested restricted shares outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive] Plan and [removed: 5,418] [added: 5,904] unvested restricted shares outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.

This number also includes a maximum of [removed: 657,510] [added: 723,006] 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 [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020.][added: 2021.]

Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is [removed: 328,755.][added: 361,503.]

(3)Includes [removed: 14,102,262] [added: 13,283,557] shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and [removed: 8,032,220] [added: 7,320,392] may be issued as restricted stock, performance shares or other stock-based awards under the 2001 Stock Incentive [removed: Plan and 887,433] [added: Plan, 423,884] shares available for issuance as options, shares of restricted stock or performance shares under the [added: Risk Management Solutions, Inc. 2015 Equity Incentive Plan; 880,119 shares available for issuance as options, shares of restricted stock or performance shares under the] 1998 Directors [removed: Plan,] [added: Plan;] and [removed: 2,631,082] [added: 2,584,377] shares available for issuance under the Company’s Employee Stock Purchase Plan.

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, [removed: 2015.][added: 2016.]

The total return for the common stock was [removed: 206%] [added: 335%] during the performance period as compared with a total return during the same period of [removed: 103%] [added: 133%] and [removed: 84%] [added: 110%] for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| October 1- 31 | | | | | | 1,400 | | | | | | $ | — | | | | | — | | | | | | $1,203 million | | |

| November 1- 30 | | | | | | 236,692 | | | | | | $ | 389.93 | | | | | 235,647 | | | | | | $1,111 million | | |

| December 1- 31 | | | | | | 78,013 | | | | | | $ | 389.35 | | | | | 77,330 | | | | | | $1,081 million | | |

| Total | | | | | | 316,105 | | | | | | $ | 389.78 | | | | | 312,977 | | | | | | | | |

At December 31, 2021, there was approximately $1,081 million of remaining authority.

| Equity compensation plans approved by security holders | | | | | | 3,115,970 | | | (1) | | | | | | $ | 166.16 | | | | | 17,171,937 | | | (3) | | |

| Total | | | | | | 3,115,970 | | | | | | | | | $ | 166.16 | | | | | 17,171,937 | | | | | |

MOODY'S 2021 10-K 39

| Moody’s Corporation | | | $ | 100.00 | | | | | $ | 158.51 | | | | | $ | 152.01 | | | | | $ | 260.32 | | | | | $ | 320.91 | | | | | $ | 435.06 | | | | |

| S&P 500 Composite Index | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | | | | |

| Russell 3000—Financial Services Index | | | $ | 100.00 | | | | | $ | 119.95 | | | | | $ | 109.93 | | | | | $ | 146.12 | | | | | $ | 155.77 | | | | | $ | 209.63 | | | | |

40 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| October 1- 31 | | | | | | 2,306 | | | | | | $ | — | | | | | — | | | | | | $1,081 million | | |

| November 1- 30 | | | | | | 396,164 | | | | | | $ | 277.73 | | | | | 395,735 | | | | | | $971 million | | |

| December 1- 31 | | | | | | 511,332 | | | | | | $ | 278.92 | | | | | 502,196 | | | | | | $831 million | | |

| Total | | | | | | 909,802 | | | | | | $ | 278.40 | | | | | 897,931 | | | | | | | | |

On October 22, 2018, the Board approved $1 billion in share repurchase authority, which was fully utilized during 2020.

| Equity compensation plans approved by security holders | | | | | | 3,167,939 | | | (1) | | | | | | $ | 133.95 | | | | | 17,620,777 | | | (3) | | |

| Total | | | | | | 3,167,939 | | | | | | | | | $ | 133.95 | | | | | 17,620,777 | | | | | |

MOODY'S 2020 10-K 41

| 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 | | | | |

42 MOODY'S 2020 10-K

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i764aab6d00b34fe7b9dd0fc7012d6e15_130)] [added: Reporting](#if78a32d23e834b5296931d403e0ecd4c_130)] | | | | | | [removed: [74](#i764aab6d00b34fe7b9dd0fc7012d6e15_130)] [added: [69](#if78a32d23e834b5296931d403e0ecd4c_130)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i764aab6d00b34fe7b9dd0fc7012d6e15_133)] [added: Firm](#if78a32d23e834b5296931d403e0ecd4c_133)] | | | | | | [removed: [75](#i764aab6d00b34fe7b9dd0fc7012d6e15_133)\-76] [added: [70](#if78a32d23e834b5296931d403e0ecd4c_133)\-71] | | |

| [Consolidated Statements of [removed: Operations](#i764aab6d00b34fe7b9dd0fc7012d6e15_136)] [added: Operations](#if78a32d23e834b5296931d403e0ecd4c_136)] | | | | | | [removed: [77](#i764aab6d00b34fe7b9dd0fc7012d6e15_136)] [added: [72](#if78a32d23e834b5296931d403e0ecd4c_136)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i764aab6d00b34fe7b9dd0fc7012d6e15_139)] [added: Income](#if78a32d23e834b5296931d403e0ecd4c_139)] | | | | | | [removed: [78](#i764aab6d00b34fe7b9dd0fc7012d6e15_139)] [added: [73](#if78a32d23e834b5296931d403e0ecd4c_139)] | | |

| [Consolidated Balance [removed: Sheets](#i764aab6d00b34fe7b9dd0fc7012d6e15_142)] [added: Sheets](#if78a32d23e834b5296931d403e0ecd4c_142)] | | | | | | [removed: [79](#i764aab6d00b34fe7b9dd0fc7012d6e15_142)] [added: [74](#if78a32d23e834b5296931d403e0ecd4c_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i764aab6d00b34fe7b9dd0fc7012d6e15_145)] [added: Flows](#if78a32d23e834b5296931d403e0ecd4c_145)] | | | | | | [removed: [80](#i764aab6d00b34fe7b9dd0fc7012d6e15_145)] [added: [75](#if78a32d23e834b5296931d403e0ecd4c_145)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity (Deficit)](#i764aab6d00b34fe7b9dd0fc7012d6e15_148)] [added: Equity](#if78a32d23e834b5296931d403e0ecd4c_148)] | | | | | | [removed: [81](#i764aab6d00b34fe7b9dd0fc7012d6e15_148)\-83] [added: [76](#if78a32d23e834b5296931d403e0ecd4c_148)\-78] | | |

| [Notes to Consolidated Financial [removed: Statements](#i764aab6d00b34fe7b9dd0fc7012d6e15_151)] [added: Statements](#if78a32d23e834b5296931d403e0ecd4c_151)] | | | | | | [removed: [84](#i764aab6d00b34fe7b9dd0fc7012d6e15_151)\-130] [added: [79](#if78a32d23e834b5296931d403e0ecd4c_151)\-129] | | |

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

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, [removed: 2020] [added: 2021] 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, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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, [removed: 2020.][added: 2021.]

[removed: *Senior] [added: *Executive] Vice President and Chief Financial Officer*

[added: |] February [removed: 19,] [added: 9,] 2021 [added: | | | | | | $ | 1,000 | | | | | $ | 1,000 | |]

We have audited the accompanying consolidated balance sheets of Moody’s Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, shareholders’ [removed: equity (deficit),] [added: equity,] and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020] [added: 2021] 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, [removed: 2020] [added: 2021] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 10 to the consolidated financial statements, the goodwill balance as of December 31, [removed: 2020] [added: 2021] was [removed: $4,556] [added: $5,999] million.

The Company has [removed: seven] [added: four] primary reporting units as of December 31, [removed: 2020:] [added: 2021:] two within the Company’s Moody’s Investors Service segment and [removed: five] [added: two] 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 [removed: on account of] [added: due to] the significant degree of judgment required in evaluating assumptions about [removed: future operating results] [added: revenue growth rates] and the discount rates used to measure the reporting unit fair values.

We evaluated the design and tested the operating effectiveness of [added: certain] internal controls over the Company’s goodwill impairment process, including controls related to [removed: future operating results] [added: revenue growth rates] and the discount rates used to measure the reporting unit fair values.

We evaluated management’s judgments relating to the assumed revenue growth [removed: rates, operating costs, and the discount] rates by comparing [removed: them] [added: the Company’s revenue growth rates] to [removed: available evidence.][added: the Company’s underlying business strategies and growth plans.]

We compared the Company’s historical revenue [removed: and cost] forecasts to actual results to assess the Company’s ability to accurately forecast.

[removed: For certain reporting units, we] [added: We] involved valuation professionals with specialized [removed: skill] [added: skills] and knowledge, who assisted in assessing the significant assumptions used to develop the discount rates, including the relevance and reliability of the information used.

As discussed in Note 17 to the consolidated financial statements, the Company has recorded uncertain tax positions (UTPs), excluding associated interest, of [removed: $483] [added: $388] million as of December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | $ | [removed: 5,371] [added: 6,218] | | | | | $ | [removed: 4,829] [added: 5,371] | | | | | $ | [removed: 4,443] [added: 4,829] | |

| Operating | | | [removed: 1,475] [added: 1,637] | | | | | | [removed: 1,387] [added: 1,475] | | | | | | [removed: 1,246] [added: 1,387] | | |

| Selling, general and administrative | | | [removed: 1,229] [added: 1,480] | | | | | | [removed: 1,167] [added: 1,229] | | | | | | [removed: 1,080] [added: 1,167] | | |

| Restructuring | | | [removed: 50] [added: —] | | | | | | [removed: 60] [added: 50] | | | | | | [removed: 49] [added: 60] | | |

| Depreciation and amortization | | | [removed: 220] [added: 257] | | | | | | [removed: 200] [added: 220] | | | | | | [removed: 192] [added: 200] | | |

| Acquisition-Related Expenses | | | — | | | | | | [removed: 3] [added: —] | | | | | | [removed: 8] [added: 3] | | |

| Loss pursuant to the divestiture of MAKS | | | [removed: 9] [added: —] | | | | | | [removed: 14] [added: 9] | | | | | | [removed: —] [added: 14] | | |

| Total expenses | | | [removed: 2,983] [added: 3,374] | | | | | | [removed: 2,831] [added: 2,983] | | | | | | [removed: 2,575] [added: 2,831] | | |

| Operating income | | | [removed: 2,388] [added: 2,844] | | | | | | [removed: 1,998] [added: 2,388] | | | | | | [removed: 1,868] [added: 1,998] | | |

| Interest expense, net | | | [removed: (205)] [added: (171)] | | | | | | [removed: (208)] [added: (205)] | | | | | | [removed: (215)] [added: (208)] | | |

| Other non-operating income, net | | | [removed: 46] [added: 82] | | | | | | [removed: 20] [added: 46] | | | | | | [removed: 19] [added: 20] | | |

| Non-operating (expense) income, net | | | [removed: (159)] [added: (89)] | | | | | | [removed: (188)] [added: (159)] | | | | | | [removed: (196)] [added: (188)] | | |

| Income before provision for income taxes | | | [removed: 2,229] [added: 2,755] | | | | | | [removed: 1,810] [added: 2,229] | | | | | | [removed: 1,672] [added: 1,810] | | |

Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of December 31, 2021 did not include the internal controls of RMS, which was acquired during our fiscal year ended December 31, 2021 and will be included in our assessment of and conclusion on the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2022.

The total assets (excluding acquired goodwill and intangible assets which are included within the scope of this assessment) and revenues of RMS represent approximately $333 million and $81 million, respectively, of the corresponding amounts in our consolidated financial statements for the fiscal year ended December 31, 2021.

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

The Company acquired RMS during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, RMS’s internal control over financial reporting associated with total assets of $333 million and total revenues of $81 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of RMS.

70 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

We evaluated management’s judgments relating to the Company’s discount rates by comparing them to appropriate benchmark interest rates.

MOODY'S 2021 10-K 71

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

72 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

MOODY'S 2021 10-K 73

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

74 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| Non-cash gain related to minority interest in BitSight | | | (36) | | | | | | — | | | | | | — | | |

MOODY'S 2021 10-K 75

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

76 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

MOODY'S 2021 10-K 77

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| Balance at December 31, 2020 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 735 | | | | | $ | 11,011 | | | | | (155.8) | | | | | | $ | (9,748) | | | | | $ | (432) | | | | | $ | 1,569 | | | | | $ | 194 | | | | | $ | 1,763 | |

| Dividends ($2.48 per share) | | | | | | | | | | | | | | | | | | | | | (463) | | | | | | | | | | | | | | | | | | | | | | | | (463) | | | | | | (3) | | | | | | (466) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 885 | | | | | $ | 12,762 | | | | | (157.3) | | | | | | $ | (10,513) | | | | | $ | (410) | | | | | $ | 2,727 | | | | | $ | 189 | | | | | $ | 2,916 | |

The accompanying notes are an integral part of the consolidated financial statements.

78 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

MOODY'S 2021 10-K 79

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

The Company adopted this ASU prospectively and it did not have a material impact on the Company's current financial statements.

The COVID-19 pandemic has not had a material adverse impact on the Company's reported results to date and is currently not expected to have a material adverse impact on its near-term outlook.

However, Moody's is unable to predict the longer-term impact that the pandemic may have on its business, future results of operations, financial position or cash flows due to numerous uncertainties.

Equity investments without a readily determinable fair value for which the Company does not have significant influence are accounted for under the ASC 321 measurement alternative; these investments are recorded at initial cost, less impairment, adjusted upward or downward for any observable price changes in similar investments.

80 MOODY'S 2021 10-K

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MOODY'S 2020 10-K 73

74 MOODY'S 2020 10-K

*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.

MOODY'S 2020 10-K 75

76 MOODY'S 2020 10-K

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78 MOODY'S 2020 10-K

MOODY'S 2020 10-K 79

| Payment for noncontrolling interest | | | (23) | | | | | | (12) | | | | | | — | | |

80 MOODY'S 2020 10-K

| Balance at December 31, 2017 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 529 | | | | | $ | 7,465 | | | | | (151.9) | | | | | | $ | (8,153) | | | | | $ | (172) | | | | | $ | (328) | | | | | $ | 213 | | | | | $ | (115) | |

| Dividends ($1.76 per share) | | | | | | | | | | | | | | | | | | | | | (339) | | | | | | | | | | | | | | | | | | | | | | | | (339) | | | | | | (4) | | | | | | (343) | | |

| Adoption of ASU 2016-01 | | | | | | | | | | | | | | | | | | | | | 2 | | | | | | | | | | | | | | | | | | (2) | | | | | | — | | | | | | | | | | | | — | | |

| Balance at December 31, 2018 | | | 342.9 | | | | | | $ | 3 | | | | | $ | 601 | | | | | $ | 8,594 | | | | | (151.6) | | | | | | $ | (8,313) | | | | | $ | (426) | | | | | $ | 459 | | | | | $ | 197 | | | | | $ | 656 | |

MOODY'S 2020 10-K 81

82 MOODY'S 2020 10-K

MOODY'S 2020 10-K 83

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’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.

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.

84 MOODY'S 2020 10-K

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.

MOODY'S 2020 10-K 85

86 MOODY'S 2020 10-K

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.

MOODY'S 2020 10-K 87

[removed: The] [added: Except as described below, 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, [removed: 2020.][added: 2021.]

Although a significant portion of the Company's workforce [removed: began] [added: has been] working remotely [removed: in mid-March] due to the COVID-19 pandemic, Moody's has not experienced any material impact to its internal controls over financial reporting.

During the fiscal year ended December 31, 2021, the Company acquired RMS and management has excluded this acquired business from its assessment of the effectiveness of disclosure controls and procedures as of the Evaluation Date.

The total assets (excluding acquired goodwill and intangible assets which are included within the scope of this assessment) and revenues of RMS represent $333 million and $81 million, respectively, of the corresponding amounts in the Company's consolidated financial statements for the fiscal year ended December 31, 2021.

During the fiscal year ended December 31, 2021, the Company acquired RMS and is in the process of integrating the acquired entity into the Company’s financial reporting processes and procedures and internal controls over financial reporting.

MOODY'S 2020 10-K 131

[Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)

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.

Not applicable.

130 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

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 26, 2022, and is incorporated herein by reference.

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 [removed: 2021] [added: 2022] Proxy Statement and is incorporated by reference.

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 [removed: 2020,”] [added: 2021,”] “Outstanding Equity Awards at Fiscal Year-End Table for [removed: 2020,”] [added: 2021,”] “Option Exercises and Stock Vested Table for [removed: 2020,”] [added: 2021,”] “Pension Benefits Table for [removed: 2020,”] [added: 2021,”] “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 [removed: 2021] [added: 2022] Proxy Statement and is incorporated by reference.

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 [removed: 2021] [added: 2022] Proxy Statement and is incorporated by reference.

Information required by this Item 13 is included under the headings “Corporate Governance –Director Independence” and “Certain Relationships and Related Transactions” in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated by reference.

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 [removed: 2021] [added: 2022] Proxy Statement and is incorporated by reference.

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

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132 MOODY'S 2020 10-K

See Index to Financial Statements on page [removed: 73,] [added: [68](#if78a32d23e834b5296931d403e0ecd4c_127),] in Part II.

| | | | | | | .1 | | | [Restated Certificate of Incorporation of the Registrant, effective [removed: April](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm) [22](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm) [(incorporated] [added: April 22, 2020 (incorporated] by reference to Exhibit [removed: 3.](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[3](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm) [to] [added: 3.3 to] the Report on Form 8-K of the Registrant, file number 1-14037, filed April [removed: 2](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[7](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)] [added: 27, 2020](http://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)[)](http://www.sec.gov/Archives/edgar/data/1059556/000119312520120693/d881553dex33.htm)] | | |

| | | | | | | .2 | | | [Amended and Restated By-laws of Moody’s Corporation, [removed: effective](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm) [Dece](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[mber 14](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm) [(incorporated] [added: effective December 14, 2020 (incorporated] by reference to Exhibit [removed: 3.](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[1](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm) [to] [added: 3.1 to] the Report on Form 8-K of the Registrant, file number 1-14037, [removed: filed](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm) [December 18](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)[)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)] [added: filed December 18, 2020)](http://www.sec.gov/Archives/edgar/data/1059556/000119312520320848/d35055dex31.htm)] | | |

| | | | | | | [removed: .1*] [added: .1] | | | [Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx41.htm)] [added: 1934 (incorporated by reference to Exhibit 4](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx41.htm)[.1 to](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx41.htm) [the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 22, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx41.htm)] | | |

| | | | | | | .2 | | | [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, [removed: 2000)](http://www.sec.gov/Archives/edgar/data/1059556/000095012300009095/y40976ex4-1.txt)] [added: 2000)](https://www.sec.gov/Archives/edgar/data/1059556/000095012300009095/y40976ex4-1.txt)] | | |

| | | | | | | .3.1 | | | [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, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/1059556/000119312510193121/dex41.htm)] [added: 2010)](https://www.sec.gov/Archives/edgar/data/1059556/000119312510193121/dex41.htm)] | | |

| | | | | | | .3.2 | | | [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, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/1059556/000119312512362080/d400058dex41.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/1059556/000119312512362080/d400058dex41.htm)] | | |

| | | | | | | .3.3 | | | [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, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1059556/000119312513331124/d583113dex41.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1059556/000119312513331124/d583113dex41.htm)] | | |

| | | | | | | .3.4 | | | [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, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1059556/000119312514270522/d756901dex41.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/1059556/000119312514270522/d756901dex41.htm)] | | |

| | | | | | | .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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex41.htm)] | | |

MOODY'S [removed: 2020] [added: 2021] 10-K 133

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

| | | | | | | .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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515083614/d885366dex43.htm)] | | |

| | | | | | | [removed: .3.6] [added: .3.12] | | | [removed: [Sixth] [added: [Fourteenth] Supplemental Indenture, dated as of [removed: March 2, 2017,] [added: August 19, 2021,] between the Company and Wells Fargo Bank, National Association, as trustee, including the form of [added: 2.000% Senior Note due 2031 and the form of] 2.750% Senior Notes due [removed: 2021](http://www.sec.gov/Archives/edgar/data/1059556/000119312517069905/d302686dex41.htm) [(incorporated] [added: 2041 (incorporated] by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: March 3, 2017)](http://www.sec.gov/Archives/edgar/data/1059556/000119312517069905/d302686dex41.htm)] [added: August 19, 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000119312521251577/d181951dex41.htm)] | | |

| | | | | | | [removed: .3.7] [added: .3.6] | | | [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, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1059556/000119312517201435/d411371dex43.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517201435/d411371dex43.htm)] | | |

| | | | | | | [removed: .3.8] [added: .3.9] | | | [removed: [Eighth] [added: [Eleventh] Supplement Indenture, dated as of [removed: June 7, 2018,] [added: March 24, 2020,] between the Company and Wells [removed: Fargo,] [added: Fargo Bank,] National Association, as trustee, including the form of [removed: 3.250%] [added: 3.750%] Senior Note due [removed: 2021] [added: 2025] (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed [removed: June 7, 2018)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518186875/d597409dex41.htm)] [added: March 25, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)] | | |

| | | | | | | [removed: .3.9] [added: .3.7] | | | [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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518356349/d674499dex41.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518356349/d674499dex41.htm)] | | |

| | | | | | | [removed: .3.10.1] [added: .3.8.1] | | | [Tenth Supplemental Indenture, dated as of November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent, including the form of 0.950% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 25, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex41.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex41.htm)] | | |

| | | | | | | [removed: .3.10.2] [added: .3.8.2] | | | [Agency Agreement, dated November 25, 2019, between the Company, Wells Fargo Bank, National Association, as trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent. (incorporated by reference to Exhibit 4.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed November 25, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1059556/000119312519299868/d773656dex43.htm)] | | |

| | | | | | | .3.11 | | | [removed: [Eleventh Supplement] [added: [Thirteenth Supplemental] Indenture, dated as of [removed: March 24,] [added: August 18,] 2020, between the Company and Wells Fargo Bank, National Association, [removed: as](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [t](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[rustee](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[,] [added: as trustee,] including [removed: the](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [f](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[orm] [added: the form] of [removed: 3.750%] [added: 2.550%] Senior Note due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [(incorporated] [added: 2060 (incorporated] by [removed: refer](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[e](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[n](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[ce](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [to Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [4.1] [added: reference] to [added: Exhibit 4.1 to] the Report on Form 8-K of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [file] [added: Registrant, file] number 1-14037, [removed: filed](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [March](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm) [2](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520084546/d885192dex41.htm)] [added: filed August 18, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm)] | | |

| | | | | | | [removed: .3.12] [added: .3.10] | | | [Twelfth Supplemental Indenture, dated as of May 20, 2020, between the Company and Wells Fargo Bank, National Association, [removed: as](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm) [t](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[rustee](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[,] [added: as trustee,] including the form [removed: of](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm) [3.250%] [added: of 3.250%] Senior Note due [removed: 2050](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm) [(](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[incorporated] [added: 2050 (incorporated] by reference to Exhibit 4.1 to the Report on Form 8-K of the [removed: Regis](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[trant,](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm) [file] [added: Registrant, file] number 1-14037, filed [removed: Ma](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[y 20](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm)[,] [added: May 20,] 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520147322/d934405dex41.htm) | | |

| | | | | | | .3.13 | | | [removed: [Thirteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: August 18, 2020,] [added: November 29, 2021,] between the Company and [added: Computershare Trust Company, N.A. as successor to] Wells Fargo Bank, National Association, as trustee, including the form of [removed: 2.550%] [added: 3.100%] Senior Note due [removed: 2060](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm) [(incorporated] [added: 2061 (incorporated] by reference to Exhibit 4.1 to the Report on Form 8-K of the [removed: Registrant,](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm) [file] [added: Registrant, file] number 1-14037, filed [removed: August 18, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000119312520223656/d31017dex41.htm)] [added: November 29, 2021](https://www.sec.gov/Archives/edgar/data/0001059556/000119312521342520/d245047dex41.htm)] | | |

| | | | | | | .1.1† | | | [1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (Adopted September 8, 2000; Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December 18, 2017) (incorporated by reference to Exhibit 10.2.1 to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 27, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1021.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1021.htm)] | | |

| | | | | | | .1.2† | | | [Form of Non-Employee Director Restricted Stock Unit Grant Agreement (for awards after 2017) for the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (Adopted September 8, 2000; Amended and Restated as of December 11, 2012, October 20, 2015, December 14, 2015 and December 18, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm) [(incorporated by](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm) [reference] [added: 2017) (incorporated by reference] to Exhibit 10.2.3 to the [removed: R](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)[egistrant's] [added: Registrant’s] Annual Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)[,] [added: 10-K,] file number 1-14037, [removed: f](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)[iled] [added: filed] February 27, [removed: 20](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)[18)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1023.htm)] | | |

134 MOODY'S [removed: 2020] [added: 2021] 10-K

| | | | | | | .2† | | | [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, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/1059556/000119312509041352/dex1038.htm)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/1059556/000119312509041352/dex1038.htm)] | | |

| | | | | | | [removed: .3.1.1†] [added: .3.3.1†] | | | [removed: [Amended] [added: [Form of Performance Share Award Letter (for awards granted between 2018] and [added: 2019) for the Amended and] Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan [removed: (as amended, December 18, 2017)] (incorporated by reference to Exhibit [removed: 10.4.1] [added: 10.4.6] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 27, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1041.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1046.htm)] | | |

| | | | | | | [removed: .3.1.2†] [added: .3.1†] | | | [removed: [First Amendment to the Amended] [added: [Amended] and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as [removed: amended, December 18, 2017)] [added: amended and restated as of January 1, 2021)] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] to the Registrant’s Quarterly Report on Form 10-Q, file number [removed: file number] 1-14037, filed [removed: May 2, 2019)](http://www.sec.gov/Archives/edgar/data/1059556/000119312519133505/d734583dex101.htm)] [added: October 29, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000030/mco-20210930xexx10510xq.htm)] | | |

| | | | | | | [removed: .3.1.3†] [added: .3.3.2†] | | | [removed: [Second Amendment to] [added: [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 [removed: (as amended, December 18, 2017 and April 15, 2019)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm) [(incorporated] [added: (incorporated] by [removed: refer](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[ence] [added: reference] to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm) [10.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[3.1.3] [added: Exhibit 10.3.4.3] to the [removed: R](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[egistrant's] [added: Registrant’s] Annual [removed: Re](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[port] [added: Report] on Form 10-K, [removed: fi](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[le number](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm) [1-14037](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[,] [added: file number 1-14037,] filed [removed: February](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm) [24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)[](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10313.htm)] [added: February 24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)] | | |

| | | | | | | .3.2.2† | | | [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 [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)[(incorporated] [added: Plan (incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm) [10.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)[3.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)[3](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)[.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm)[2](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm) [to] [added: Exhibit 10.3.3.2 to] the [removed: Registrant's] [added: Registrant’s] Annual Report on Form 10-K, file number 1-14037, filed February 24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10332.htm) | | |

| | | | | | | [removed: .3.3.1†] [added: .3.4.1†] | | | [Form of [removed: Performance Share Award Letter] [added: Restricted Stock Unit Grant Agreement] (for awards granted [removed: between 2018 and 2019)] [added: prior to 2020)] for the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4.6] [added: 10.18] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February [removed: 27, 2018)](http://www.sec.gov/Archives/edgar/data/1059556/000119312518058986/d540752dex1046.htm)] [added: 24, 2017)](https://www.sec.gov/Archives/edgar/data/1059556/000119312517054522/d330369dex1018.htm)] | | |

| | | | | | | [removed: .3.3.2†] [added: .3.4.2†] | | | [Form of [removed: Performance Share Award Letter] [added: 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 [removed: Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)[(incorporated] [added: Plan (incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm) [10.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)[3.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)[4](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)[.3] [added: Exhibit 10.3.5.2] to the [removed: Registrant's] [added: Registrant’s] Annual Report on Form 10-K, file number 1-14037, filed February 24, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10343.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)] | | |

| | | | | | | [removed: .3.4.1†] [added: .6†] | | | [removed: [Form] [added: [Supplemental Executive Benefit Plan] of [removed: Restricted Stock Unit Grant Agreement (for awards granted prior to 2020) for the Amended and Restated 2001] Moody’s [removed: Corporation Key Employees’ Stock Incentive Plan] [added: Corporation, amended and restated as of January 1, 2008] (incorporated by reference to Exhibit [removed: 10.18] [added: 10.38] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February [removed: 24, 2017)](http://www.sec.gov/Archives/edgar/data/1059556/000119312517054522/d330369dex1018.htm)] [added: 29, 2008)](https://www.sec.gov/Archives/edgar/data/1059556/000119312508042583/dex1038.htm)] | | |

| | | | | | | [removed: .3.4.2†] [added: .5†] | | | [removed: [Form of Restricted Stock Unit Grant Agreement (for awards granted in 2020 or later) for the Amended and Restated 2001 Moody’s] [added: [Moody’s] Corporation [removed: Key Employees’ Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)[(incorporated] [added: Deferred Compensation Plan (amended and restated effective as of January 1, 2020) (incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm) [10.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)[3.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)[5](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)[.](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)[2](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm) [to] [added: Exhibit 10.5] the [removed: Registrant's] [added: Registrant’s] Annual Report on Form 10-K, file number 1-14037, filed February [removed: 24, 2020)](https://www.sec.gov/Archives/edgar/data/1059556/000105955620000005/mco-20191231xexx10352.htm)] [added: 22, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx105.htm)] | | |

| | | | | | | .4† | | | [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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1059556/000119312515063352/d846365dex1015.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1059556/000119312515063352/d846365dex1015.htm)] | | |

| | | | | | | [removed: .5†*] [added: .13.1†*] | | | [removed: [Moody’s] [added: [Amended and Restated Moody’s] Corporation [removed: Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm) [](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm)[(amende](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm)[d] [added: Career Transition Plan (amended] and [removed: restated](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm) [effective] [added: restated] as of [removed: January](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm) [1, 20](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm)[20)](https://www.sec.gov/Archives/edgar/data/1059556/000105955621000010/mco-20201231xexx105.htm)] [added: November 8, 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000105955622000012/mco-20211231xexx10131.htm)] | | |

| | | | | | | [removed: .6†] [added: .7†] | | | [removed: [Supplemental Executive] [added: [Pension] Benefit [added: Equalization] Plan of Moody’s Corporation, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit [removed: 10.38] [added: 10.39] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February 29, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1059556/000119312508042583/dex1038.htm)] [added: 2008)](https://www.sec.gov/Archives/edgar/data/1059556/000119312508042583/dex1039.htm)] | | |

| | | | | | | [removed: .7†] [added: .11.1†] | | | [removed: [Pension Benefit Equalization] [added: [Profit Participation] Plan of Moody’s [removed: Corporation, amended] [added: Corporation (amended] and restated as of January 1, [removed: 2008] [added: 2020)] (incorporated by reference to Exhibit [removed: 10.39] [added: 10.11] to the Registrant’s Annual Report on Form 10-K, file number 1-14037, filed February [removed: 29, 2008)](http://www.sec.gov/Archives/edgar/data/1059556/000119312508042583/dex1039.htm)] [added: 22, 2021)](https://www.sec.gov/Archives/edgar/data/0001059556/000105955621000010/mco-20201231xexx1011.htm)] | | |

| | | | | | | .8.1† | | | [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, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/1059556/000119312509041352/dex1046.htm)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/1059556/000119312509041352/dex1046.htm)] | | |

| | | | | | | .8.2† | | | [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, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1059556/000119312514289987/d762103dex103.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/1059556/000119312514289987/d762103dex103.htm)] | | |

| 2 | | | | | | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | | | | | |

| | | | | | | .1.1# | | | [Purchase Agreement, dated as of August 5, 2021, among Moody’s Analytics, Inc., Daily Mail and General Trust plc, DMG Atlantic Ltd, and DMG US Investments, Inc. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 6, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521238037/d161906dex21.htm) | | |

| | | | | | | .1.2 | | | [Amendment No.1 to Purchase Agreement, dated as of September 15, 2021, among Moody’s Analytics, Inc., Daily Mail and General Trust plc, DMG Atlantic Ltd, and DMG US Investments, Inc. (incorporated by reference to Exhibit 2.2 to the Report on Form 8-K of the Registrant, file number 1-14037, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273517/d214998dex22.htm) | | |

132 MOODY'S 2021 10-K

[Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)

| | | | | | | .15† | | | [Risk Management Solutions, Inc. 2014 Equity Award Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of the Registrant, file number 333-259539, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273506/d230887dex991.htm) | | |

| | | | | | | .16† | | | [Risk Management Solutions, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of the Registrant, file number 333-259539, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273506/d230887dex992.htm) | | |

| | | | | | | .21.1 | | | [Tax Matters Agreement, dated as of August 5, 2021, among Moody’s Analytics, Inc., Daily Mail and General Trust plc and DMG Atlantic Ltd. (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed August 6, 2021)](https://www.sec.gov/Archives/edgar/data/1059556/000119312521238037/d161906dex101.htm) | | |

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| | | | | | | .21.2 | | | [Amendment No.1 to Tax Matters Agreement, dated as of September 15, 2021, among Moody’s Analytics, Inc., Daily Mail and General Trust plc and DMG Atlantic Ltd. (incorporated by reference to Exhibit 10.2 to the Report on Form 8-K of the Registrant, file number 1-14037, filed September 15, 2021)](http://www.sec.gov/Archives/edgar/data/1059556/000119312521273517/d214998dex102.htm) | | |

# Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Moody’s hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.

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MOODY'S 2020 10-K 135

| | | | | | | .18 | | | [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)](http://www.sec.gov/Archives/edgar/data/1059556/000119312516670078/d227101dex101.htm) | | |

| | | | | | | .20 | | | [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)](http://www.sec.gov/Archives/edgar/data/1059556/000119312517201435/d411371dex41.htm) | | |

136 MOODY'S 2020 10-K

[removed: [Table of](#i764aab6d00b34fe7b9dd0fc7012d6e15_7) [Contents](#i764aab6d00b34fe7b9dd0fc7012d6e15_7)][added: [Table](#if78a32d23e834b5296931d403e0ecd4c_7) [of](#if78a32d23e834b5296931d403e0ecd4c_7) [Contents](#if78a32d23e834b5296931d403e0ecd4c_7)]

Date: February [removed: 19, 2021][added: 18, 2022]

| *President and Chief Executive Officer* | | | [removed: *Lead Independent Director*] [added: *Director*] | | |

| [removed: *Senior] [added: *Executive] Vice President and Chief Financial Officer* | | | *Director* | | |

| /s/ [removed: THÉRÈSE ESPERDY] [added: VINCENT A. FORLENZA] | | | /s/ BRUCE VAN SAUN | | |

| [removed: Thérèse Esperdy,] [added: Vincent A. Forlenza,] | | | Bruce Van Saun, | | |

| | | | Date: February [removed: 19, 2021] [added: 18, 2022] | | |

MOODY'S 2021 10-K 135

| /s/ ROBERT FAUBER | | | /s/ KATHRYN M. HILL | | |

| Robert Fauber, | | | Kathryn M. Hill, | | |

| /s/ MARK KAYE | | | /s/ LLOYD W. HOWELL, JR. | | |

| Mark Kaye, | | | Lloyd W. Howell, Jr., | | |

| /s/ THÉRÈSE ESPERDY | | | /s/ ZIG SERAFIN | | |

| Thérèse Esperdy, | | | Zig Serafin, | | |

| *Lead Independent Director* | | | *Director* | | |

136 MOODY'S 2021 10-K

MOODY'S 2020 10-K 137

| /s/ ROBERT FAUBER | | | /s/ VINCENT A. FORLENZA | | |

| Robert Fauber, | | | Vincent A. Forlenza, | | |

| /s/ MARK KAYE | | | /s/ KATHRYN M. HILL | | |

| Mark Kaye, | | | Kathryn M. Hill, | | |

| /s/ BASIL L. ANDERSON | | | /s/ HENRY A. MCKINNELL, JR. PH.D. | | |

| Basil L. Anderson, | | | Henry A. McKinnell, Jr. Ph.D., | | |

| *Director* | | | *Director* | | |

138 MOODY'S 2020 10-K