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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 1-14037

MOODY’S CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware			13-3998945
(STATE OF INCORPORATION)			(I.R.S. EMPLOYER IDENTIFICATION NO.)

7 World Trade Center at 250 Greenwich Street, New York, New York 10007

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300.

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


TITLE OF EACH CLASS	TRADING SYMBOL(S)	NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value $0.01 per share	MCO	New York Stock Exchange
1.75% Senior Notes Due 2027	MCO 27	New York Stock Exchange
0.950% Senior Notes Due 2030	MCO 30	New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer			☑			Accelerated Filer ☐			Non-accelerated Filer ☐			Smaller reporting company			☐			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, 2022 (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately $50 billion.

As of January 31, 2023, 183.2 million shares of Common Stock of Moody’s Corporation were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 18, 2023, are incorporated by reference into Part III of this Form 10-K.

The Index to Exhibits is included as Part IV, Item 15(3) of this Form 10-K.

*Calculated by excluding all shares held by executive officers and directors of the Registrant without conceding that all such persons are “affiliates” of the Registrant for purposes of federal securities laws.


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

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MOODY’S CORPORATION

INDEX TO FORM 10-K


		Page(s)
	Glossary of Terms and Abbreviations	4-9
PART I.
Item 1.	BUSINESS	10
	Background	10
	The Company	10-13
	Human Capital	14-16
	Climate	16
	Moody’s Strategy	17
	Prospects for Growth	18-19
	Competition	19
	Regulation	19-20
	Intellectual Property	20-21

	Available Information	21
	Executive Officers of the Registrant	21-22
Item 1A.	RISK FACTORS	23-32
Item 1B.	UNRESOLVED STAFF COMMENTS	32
Item 2.	PROPERTIES	32
Item 3.	LEGAL PROCEEDINGS	32
Item 4.	MINE SAFETY DISCLOSURES	32
PART II.
Item 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	32
	Moody’s Purchases of Equity Securities	32
	Common Stock Information	33
	Equity Compensation Plan Information	33
	Performance Graph	34

Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
	The Company	35
	Current Matters Impacting Moody's Business	35
	Critical Accounting Estimates	35-39
	Reportable Segments	39
	Results of Operations	40-53
	Market Risk	53-54
	Liquidity and Capital Resources	55-61
	Recently Issued Accounting Pronouncements	61
	Contingencies	61
	Forward-Looking Statements	61-62
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	63
Item 8.	FINANCIAL STATEMENTS	63-120

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		Page(s)
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	121
Item 9A.	CONTROLS AND PROCEDURES	121
Item 9B.	OTHER INFORMATION	121
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	121
PART III.
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	121
Item 11.	EXECUTIVE COMPENSATION	121
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	121
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	121
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	122
PART IV.
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	122

INDEX TO EXHIBITS		122-125
Item 16.	FORM 10-K SUMMARY	125
SIGNATURES		126

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GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:


TERM						DEFINITION

Acquire Media (AM)						An aggregator and distributor of curated real-time news, multimedia, data, and alerts; acquired by the Company in October 2020

Acquisition-Related Intangible Amortization Expense						Amortization expense relating to definite-lived intangible assets acquired by the Company from all business combination transactions

Adjusted Diluted EPS						Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Net Income						Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Operating Income						Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP Financial Measures"

Adjusted Operating Margin						Adjusted Operating Income divided by revenue

Americas						Represents countries within North and South America, excluding the U.S.

AML						Anti-money laundering

AOCI(L)						Accumulated other comprehensive income (loss); a separate component of shareholders’ equity

Annualized Recurring Revenue (ARR)						A supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions

ASC						The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants

Asia-Pacific						Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand

ASR						Accelerated Share Repurchase

ASU						The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC

BitSight						A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools; the Company acquired a minority investment in BitSight in 2021

Board						The board of directors of the Company

BPS						Basis points

Brexit						The withdrawal of the United Kingdom from the European Union

Bureau van Dijk (BvD)						Bureau van Dijk Electronic Publishing, B.V.; a global provider of business intelligence and company information; acquired by the Company in August 2017 via the acquisition of Yellow Maple I B.V., an indirect parent of Bureau van Dijk.

Catylist						A provider of commercial real estate (CRE) solutions for brokers; acquired by the Company in December 2020

CCXI						China Cheng Xin International Credit Rating Co. Ltd.; China’s first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006; currently Moody’s owns 30% of CCXI

CDP						An international nonprofit organization that helps companies, cities, states and regions to manage their environmental impact through a global disclosure system

CFG						Corporate finance group; an LOB of MIS

CLO						Collateralized loan obligation

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TERM						DEFINITION

CMBS						Commercial mortgage-backed securities; an asset class within SFG

COLI						Corporate-Owned Life Insurance

Commission						European Commission

Common Stock						The Company’s common stock

Company						Moody’s Corporation and its subsidiaries; MCO; Moody’s

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

COVID-19						An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic

CP						Commercial Paper

CP Notes						Unsecured commercial paper issued under the CP Program

CP Program						A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2021 Facility

CRAs						Credit rating agencies

CRE						Commercial Real Estate

Data and Information (D&I)						LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products

DBPPs						Defined benefit pension plans

Decision Solutions (DS)						LOB within MA that provides software and workflow tools for specific use cases (banking, insurance, KYC/KYS, CRE and structured finance solutions). This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide integrated risk solutions

DE&I						Diversity, Equity & Inclusion

Dodd-Frank Act						Dodd-Frank Wall Street Reform and Consumer Protection Act

EBITDA						Earnings before interest, taxes, depreciation and amortization




EMEA						Represents countries within Europe, the Middle East and Africa

EPS						Earnings per share

ERS						Enterprise Risk Solutions; former LOB within MA, which offered risk management software solutions as well as related risk management advisory engagements services. As of January 1, 2022, the MA LOBs have been realigned from RD&A and ERS to Decision Solutions, Research and Insights, and Data and Information

ESG						Environmental, Social and Governance

ESMA						European Securities and Markets Authority

ESTR						Euro Short-Term Rate

ESPP						Employee stock purchase plan

ETR						Effective tax rate

EU						European Union

EUR						Euros

EURIBOR						The Euro Interbank Offered Rate

Eurozone						Monetary union of the EU member states which have adopted the euro as their common currency

Excess Tax Benefits						The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP

MOODY'S 2022 10-K 5

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TERM						DEFINITION

Exchange Act						The Securities Exchange Act of 1934, as amended

External Revenue						Revenue excluding any intersegment amounts

FASB						Financial Accounting Standards Board

FIG						Financial institutions group; an LOB of MIS



Free Cash Flow						Net cash provided by operating activities less cash paid for capital additions

FTSE						Financial Times Stock Exchange

FX						Foreign exchange

GAAP						U.S. Generally Accepted Accounting Principles

GBP						British pounds

GDP						Gross domestic product

GRI						Global Reporting Initiative, an international independent standards organization that helps organizations understand and disclose their impact on climate change, human rights and corruption

GDPR						European Union’s General Data Protection Regulation

HM Treasury						His Majesty's Treasury; the department of the Government of the United Kingdom responsible for developing and executing the government's public finance policy and economic policy

ICRA						ICRA Limited; a provider of credit ratings and research in India.

IASB						International Accounting Standards Board

IFRS						International Financial Reporting Standards

IRS						Internal Revenue Service

kompany						360kompany AG (kompany); a Vienna, Austria-based platform for business verification and Know Your Customer (KYC) technology solutions; acquired by the Company in February 2022

KYC						Know-your-customer

LIBOR						London Interbank Offered Rate

LOB						Line of business

MA						Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information

Make Whole						The prepayment penalty amount relating to certain Senior Notes, which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal

MAKS						Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and a reporting unit within the MA reportable segment.

MCO						Moody’s Corporation and its subsidiaries; the Company; Moody’s

MD&A						Management’s Discussion and Analysis of Financial Condition and Results of Operations

MIS						Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - SFG; CFG; FIG; PPIF; and MIS Other

MIS Other						Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue and revenue from providing ESG research, data and assessments. These businesses are components of MIS; MIS Other is an LOB of MIS

Moody’s						Moody’s Corporation and its subsidiaries; MCO; the Company

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

MSS						Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MIS and MA.

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TERM						DEFINITION

NAV						Net asset value

Net Income						Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder

Credit Losses Accounting Standard						Updates to the ASC pursuant to ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This accounting guidance requires the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which requires entities to estimate expected credit losses over the lifetime of the instrument.

NM						Percentage change is not meaningful

Non-GAAP						A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making

NRSRO						Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC.

OCI						Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments

Operating segment						Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available.

Other Retirement Plans						The U.S. retirement healthcare and U.S. retirement life insurance plans

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

PCS						Post-Contract Customer Support

POC						People of color; includes those who identify as Asian, Hispanic, Black, American Indian/Alaskan Native, Hawaiian/Other Pacific Island or two or more races

PPIF						Public, project and infrastructure finance; an LOB of MIS

Profit Participation Plan						Defined contribution profit participation plan that covers substantially all U.S. employees of the Company

RD&A						Research, Data and Analytics; former LOB within MA that offered subscription-based research, data and analytical products, including: credit ratings produced by MIS; credit research; quantitative credit scores and other analytical tools; economic research and forecasts; business intelligence and company information products; commercial real estate data and analytical tools; and learning solutions. As of January 1, 2022, the MA LOBs have been realigned from RD&A and ERS to Decision Solutions, Research and Insights, and Data and Information

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

Recurring Revenue						For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other represents subscription-based revenue. For MA, represents subscription-based revenue and software maintenance revenue

Reform Act						Credit Rating Agency Reform Act of 2006

Regulatory Data Corporation (RDC)						A provider of anti-money laundering (AML) and know-your-customer (KYC) data and due diligence services; acquired by the Company in February 2020

Reis, Inc. (Reis)						A provider of U.S. commercial real estate (CRE) data; acquired by the Company in October 2018

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TERM						DEFINITION

Reporting unit						The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment

Research and Insights (R&I)						LOB within MA that provides models, scores, expert insights and commentary. This LOB includes credit research; credit models and analytics; and economics data and models

Retirement Plans						Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans

Revenue Accounting Standard						Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606).” This accounting guidance significantly changed the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer

RMBS						Residential mortgage-backed securities; an asset class within SFG

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

ROU Asset						Assets which represent the Company’s right to use an underlying asset for the term of a lease

SaaS						Software-as-a-Service

SASB						Sustainability Accounting Standards Board

SBTi						Science Based Targets initiative; a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature created to encourage the private sector to take the lead on urgent climate action

SEC						U.S. Securities and Exchange Commission

Securities Act						Securities Act of 1933, as amended

SFG						Structured finance group; an LOB of MIS

SG&A						Selling, general and administrative expenses

SOFR						Secured Overnight Financing Rate

SSP						Standalone selling price

T&M						Time-and-Material

Tax Act						The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amends the tax code in the U.S.

TCFD						Task Force on Climate-Related Financial Disclosures

Total Debt						All indebtedness of the Company as reflected on the consolidated balance sheets

Transaction Revenue						For MIS, represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services as well as data services, research and analytical engagements. For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services

U.K.						United Kingdom

U.S.						United States

USD						U.S. dollar

UTPs						Uncertain tax positions

WEF						World Economic Forum

YTD						Year-to-date

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

WACC						Weighted Average Cost of Capital

ZM Financial Systems (ZMFS)						A provider of risk and financial management software for the U.S. banking sector; acquired by the Company in December 2020

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TERM						DEFINITION

2018 Restructuring Program						Restructuring program approved by the chief executive officer of Moody’s on October 26, 2018. This program included relocation of certain functions from high-cost to lower-cost jurisdictions, a reduction of staff, including from acquisitions and pursuant to a review of the business criticality of certain positions, and the rationalization and exit of certain real estate leases due to consolidation of various business activities.

2020 MA Strategic Reorganization Restructuring Program						Restructuring program approved by the chief executive officer of Moody’s on December 22, 2020, relating to a strategic reorganization in the MA reportable segment

2020 Real Estate Rationalization Restructuring Program						Restructuring program approved by the chief executive officer of Moody’s on July 29, 2020, primarily in response to the COVID-19 pandemic which revolves around the rationalization and exit of certain real estate leases.

2022 - 2023 Geolocation Restructuring Program						Restructuring program approved by the chief executive officer of Moody’s on June 30, 2022 and expanded on October 24, 2022, relating to the Company's post-COVID-19 geolocation strategy and includes the rationalization and exit of certain real estate leases and a reduction in staff, including the relocation of certain job functions from their current locations

2013 Senior Notes Due 2024						Principal amount of $500 million, 4.875% senior unsecured notes due in February 2024

2014 Senior Notes Due 2044						Principal amount of $600 million, 5.25% senior unsecured notes due in July 2044

2015 Senior Notes Due 2027						Principal amount of €500 million, 1.75% senior unsecured notes due in March 2027

2017 Senior Notes Due 2023						Principal amount of $500 million, 2.625% senior unsecured notes due January 15, 2023, but early repaid by the Company in 2022

2017 Senior Notes Due 2028						Principal amount of $500 million, 3.25% senior unsecured notes due January 15, 2028







2018 Senior Notes Due 2029						Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029

2018 Senior Notes Due 2048						Principal amount of $400 million, 4.875% senior unsecured notes due December 17, 2048

2019 Senior Notes Due 2030						Principal amount of €750 million, 0.950% senior unsecured notes due February 25, 2030

2020 Senior Notes Due 2025						Principal amount of $700 million, 3.75% senior unsecured notes due March 24, 2025

2020 Senior Notes Due 2050						Principal amount of $300 million, 3.25% senior unsecured notes due May 20, 2050

2020 Senior Notes Due 2060						Principal amount of $500 million, 2.55% senior unsecured notes due August 18, 2060; the Company early redeemed $200 million of these notes in the fourth quarter of 2022

2021 Facility						Five-year unsecured revolving credit facility, with capacity to borrow up to $1.25 billion; backstops CP issued under the CP Program

2021 Senior Notes Due 2031						Principal amount of $600 million, 2.00% senior unsecured notes due August 19, 2031

2021 Senior Notes Due 2041						Principal amount of $600 million, 2.75% senior unsecured notes due August 19, 2041

2021 Senior Notes Due 2061						Principal amount of $500 million, 3.10% senior unsecured notes due November 15, 2061

2022 Senior Notes Due 2052						Principal amount of $500 million, 3.75% senior unsecured notes due February 25, 2052

2022 Senior Notes Due 2032						Principal amount of $500 million, 4.25% senior unsecured notes due January 15, 2032

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PART I

Next: Item 1. BUSINESS