As filed with the Securities and Exchange Commission on February 23, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Moody’s Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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13-3998945
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(212) 553-0300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John J. Goggins, Esq.
Moody’s Corporation
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(212) 553-0300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to
Andrew L. Fabens, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New
York, New York 10166
Telephone:
(212) 351-4034
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per unit
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Proposed
maximum
offering
price
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Amount of
registration fee
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Debt Securities
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(1)(2)
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(1)(2)
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(1)(2)
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(3)
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(1)
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Not applicable pursuant to Form
S-3
General Instruction II.E.
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(2)
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An unspecified aggregate initial offering price or number of debt securities is being registered as may from time to time be offered at unspecified prices.
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(3)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.
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MOODY’S CORPORATION
Debt Securities
Moody’s
Corporation, from time to time, may offer to sell, issue and sell senior or subordinated debt securities.
We may offer and sell these
debt securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
This prospectus describes some of the general terms that may apply to these debt securities. The specific terms of any debt securities to be
offered will be described in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the
documents incorporated and deemed to be incorporated by reference in this prospectus, carefully before you make your investment decision.
THIS
PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Investing in
our debt securities involves risk. You should carefully read and consider the risks referenced under “Risk Factors” section of our filings with the Securities and Exchange Commission and the applicable prospectus supplement for a
discussion of the factors you should carefully consider, as well as the other information contained in or incorporated by reference in this prospectus or in any accompanying prospectus supplement, in determining whether to invest in our debt
securities.
See the “Risk Factors” section of our filings with the Securities and Exchange Commission and the applicable
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful, adequate or complete. Any representation to the contrary is a criminal offense.
Prospectus
dated February 23, 2017
TABLE OF CONTENTS
In this prospectus, except as otherwise indicated, the “Company”, “Moody’s”,
“we”, “our”, and “us” refer to Moody’s Corporation and its subsidiaries.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we filed with the Securities
and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf process, we may from time to time sell debt securities in one or more offerings.
This prospectus provides you with a general description of the debt securities that we may offer. Each time we sell debt securities, we will
provide a prospectus supplement that contains specific information about the terms of that offering. The prospectus supplement may also add information to this prospectus or update or change information in this prospectus. If there is any
inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read carefully this prospectus and any prospectus supplement together with the
additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to
the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below in the section entitled “Where You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy without charge any
documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call
the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference Room. The SEC also maintains an
Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at
http://www.sec.gov. Information about us, including our SEC filings, is also available on our website at http://www.moodys.com, however, that information is not a part of this prospectus or any accompanying prospectus supplement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” documents we file with the SEC into this prospectus, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of this prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be
automatically modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We incorporate by reference into this prospectus the documents listed below and all documents we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the completion of the offering of all debt securities covered by the respective prospectus supplement (other than, in each
case, documents or information deemed to have been furnished and not “filed” in accordance with SEC rules):
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our Annual Report on
Form 10-K
for the year ended December 31, 2016 filed on February 23, 2017; and
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our Current Report on
Form 8-K
filed on January 17, 2017.
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You may request a copy of these filings, at no cost, by writing or telephoning us at:
Moody’s Corporation
7 World
Trade Center at 250 Greenwich Street
New York, New York 10007
Attention: Investor Relations
Telephone:
(212) 553-0300
You should rely only on the information contained in, or incorporated by reference into, this prospectus, any accompanying prospectus
supplement or any free writing prospectus filed by us with the SEC and any information about the terms of debt securities conveyed to you by us, our underwriters or agents. We have not authorized anyone else to provide you with different or
additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus, any accompanying
prospectus supplement, any free writing prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein are
forward-looking statements and are based on future expectations, plans and prospects for our business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and
uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Those statements appear at various places throughout this
prospectus, any prospectus supplement and the documents incorporated by reference herein or therein, including in the sections containing the words “believe”, “expect”, “anticipate”, “intend”,
“plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”,
“could”, “may” and similar expressions or words and variations thereof relating to our views on future events, trends and contingencies. Investors are cautioned not to place undue reliance on these forward-looking statements. The
forward-looking statements and other information speak only as of the date on the front cover of the applicable document, and we undertake no obligation (nor do we intend) to publicly supplement, update or revise such statements on a going-forward
basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying examples of factors,
risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to:
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world-wide credit market disruptions or an economic slowdown, which could affect the volume of debt and other securities issued in domestic and/or global capital markets;
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other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, credit quality concerns, changes in interest rates and other volatility in
the financial markets such as that due to the U.K.’s referendum vote whereby the U.K. citizens voted to withdraw from the European Union (the “EU”);
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the level of merger and acquisition activity in the U.S. and abroad;
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the uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting world-wide credit markets, international trade and economic policy;
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concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings;
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the introduction of competing products or technologies by other companies;
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pricing pressure from competitors and/or customers;
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the level of success of new product development and global expansion;
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the impact of regulation as nationally recognized statistical rating organization, or an NRSRO, the potential for new U.S., state and local legislation and regulations, including provisions in the Dodd Frank Wall Street
Reform and Consumer Protection Act, (the “Financial Reform Act”) and regulations resulting from the Financial Reform Act;
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the potential for increased competition and regulation in the EU and other foreign jurisdictions;
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exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquires to which the Company may be subject from time to time;
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provisions in the Financial Reform Act legislation modifying the pleading standards, and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating
agencies;
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provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services;
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the possible loss of key employees;
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failures or malfunctions of our operations and infrastructure;
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any vulnerabilities to cyber threats or other cybersecurity concerns;
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the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives;
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potential changes to U.S. tax laws and policy could negatively affect the volume of debt securities issued in the U.S.;
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exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which the Company operates, including
sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials;
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the impact of mergers, acquisitions or other business combinations and the ability of the Company to successfully integrate acquired businesses;
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currency and foreign exchange volatility;
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the level of future cash flows;
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the levels of capital investments; and
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a decline in the demand for credit risk management tools by financial institutions.
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The
foregoing factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking
statements are described in greater detail under “Risk Factors” in Part I, Item 1A of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2016, in any
accompanying prospectus supplement and in other filings made by us from time to time with the SEC or in materials incorporated herein or therein. Investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause
our actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on our business, results of operations and financial
condition. New factors may emerge from time to time, and it is not possible for us to predict new factors, nor can we assess the potential effect of any new factors on us.
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MOODY’S CORPORATION
Moody’s is a provider of (i) credit ratings, (ii) credit, capital markets and economic related research, data and analytical
tools, (iii) software solutions and related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced research and analytical services to financial
institution customers. Moody’s reports in two reportable segments: Moody’s Investor Service, or MIS and Moody’s Analytics, or MA.
MIS publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in markets worldwide, including
various corporate and governmental obligations, structured finance securities and commercial paper programs. Ratings revenue is derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their
debt issues to investors. MIS provides ratings in more than 120 countries. Ratings are disseminated via press releases to the public through a variety of print and electronic media, including the Internet and real-time information systems widely
used by securities traders and investors. As of December 31, 2016, MIS had ratings relationships with approximately 11,000 corporate issuers and approximately 18,000 public finance issuers. Additionally, the Company has rated and currently
monitors ratings on approximately 64,000 structured finance obligations (representing approximately 12,000 transactions). The aforementioned amounts relating to the number of issuers and transactions represent issuers or transactions that had an
active rating at any point during the year ended December 31, 2016. Additionally, MIS earns revenue from certain
non-ratings-related
operations which consist primarily of the distribution of research and
financial instruments pricing services in the Asia-Pacific region as well as revenue from ICRA (as defined in our Annual Report on Form
10-K)
non-rating
operations. The
revenue from these operations is included in the MIS Other Line of Business (as defined in our Annual Report on Form
10-K)
and is not material to the results of the MIS segment.
The MA segment develops a wide range of products and services that support financial analysis and risk management activities of institutional
participants in global financial markets. Within its Research, Data and Analytics business, MA distributes research and data developed by MIS as part of its ratings process, including
in-depth
research on
major debt issuers, industry studies, commentary on topical credit related events and also provides economic research and credit data and analytical tools such as quantitative credit risk scores. Within its Enterprise Risk Solutions business, MA
provides software solutions as well as related risk management services. Within its Professional Services business it provides outsourced research and analytical services along with financial training and certification programs. MA customers
represent more than 4,600 institutions worldwide operating in approximately 145 countries. During 2016 Moody’s research website was accessed by over 258,000 individuals including 36,000 client users.
Our principal executive offices are located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, and our telephone
number is
(212) 553-0300.
Our internet address is www.moodys.com. Information on our website does not constitute part of this prospectus and should not be relied upon in connection with making any
investment decision with respect to the securities offered by this prospectus.
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USE OF PROCEEDS
Except as may be otherwise set forth in the applicable prospectus supplement accompanying this prospectus, the net proceeds from the sale of
debt securities will be used for general corporate purposes, including:
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acquisitions of or investments in businesses or assets;
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redemption and repayment of short-term or long-term indebtedness; and
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purchases of our common stock under our ongoing stock repurchase program.
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Pending application
of the net proceeds from the sale of debt securities, we may invest the net proceeds in short-term investments.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.
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Years Ended December 31,
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2016
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2015
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2014
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2013
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2012
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Ratio of earnings to fixed charges
(1)
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4.1
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9.9
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10.6
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10.3
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11.4
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(1)
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For the purpose of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes and
non-controlling
interests plus fixed charges and
amortization of capitalized interest expense, less capitalized interest. Fixed charges are the sum of interest on borrowings and
one-third
of rental expense, which represents our estimate of the interest
component of rental expense. Additionally, fixed charges include interest expense (income), net related to unrecognized tax benefits and other
tax-related
liabilities. As of the date of this prospectus, we had
no preferred stock outstanding.
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DESCRIPTION OF DEBT SECURITIES
We may offer unsecured debt securities which may be senior or subordinated. Unless otherwise specified in the applicable prospectus
supplement, our debt securities will be issued in one or more series under an indenture dated August 19, 2010 between us and Wells Fargo Bank, National Association, as trustee. The indenture is incorporated by reference as an exhibit to the
registration statement of which this prospectus forms a part.
The following description briefly sets forth certain general terms and
provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the related
prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the applicable prospectus supplement and the following description.
Debt Securities
The aggregate principal
amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more series as may be authorized from time to time. Reference is made to the applicable prospectus supplement for the
following terms of the debt securities (if applicable):
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title and aggregate principal amount;
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whether the debt securities are subject to subordination and applicable subordination provisions, if any;
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percentage or percentages of principal amount at which such debt securities will be issued;
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interest rate(s) or the method for determining the interest rate(s);
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dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
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whether interest will be payable in cash or in additional debt securities of the same series, or shall accrue and increase the aggregate principal amount outstanding of such series (including if the debt securities were
originally issued at a discount);
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redemption or early repayment provisions;
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authorized denominations;
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amount of discount or premium, if any, with which such debt securities will be issued;
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whether such debt securities will be issued in whole or in part in the form of one or more global securities;
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identity of the depositary(ies) for global securities;
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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons
entitled thereto;
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the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
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any covenants applicable to the particular debt securities being issued;
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any defaults and events of default applicable to the particular debt securities being issued;
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currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on such debt securities will be payable;
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securities exchange(s) on which the debt securities will be listed, if any;
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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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provisions relating to covenant defeasance and legal defeasance of debt securities of the series;
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provisions relating to satisfaction and discharge of the indenture;
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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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provisions, if any, granting special rights upon the occurrence of specified events;
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any restriction of transferability of the series; and
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additional terms not inconsistent with the provisions of the indenture.
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In addition, the
applicable prospectus supplement will describe whether any underwriter will act as a market maker for the debt securities, and the extent to which a secondary market for the debt securities is or is not expected to develop.
General
The debt securities may consist
of debentures, notes, bonds or other types of indebtedness. One or more series of debt securities may be sold at a substantial discount below its stated principal amount, bearing no interest or interest at a rate which at the time of issuance is
below market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.
United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the
applicable prospectus supplement.
Debt securities may be issued where the amount of principal and/or interest payable is determined by
reference to one or more currency or other indices or other formulas. Holders of such debt securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on
such dates, depending upon the value of the applicable currency or other reference factor. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currency or other reference factor to
which the amount payable on such date is linked and certain United States federal income tax considerations will be set forth in the applicable prospectus supplement.
The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus
supplement, in any other freely transferable currency or currency unit.
9
We expect most debt securities to be issued in fully registered form without coupons and in
denominations of $1,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the applicable prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the
corporate office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
Global Securities
The debt securities of
a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered
form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a
nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of
the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
Governing Law
The indenture and the debt
securities shall be construed in accordance with and governed by the laws of the State of New York.
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PLAN OF DISTRIBUTION
We may sell any series of debt securities being offered hereby in one or more of the following ways from time to time:
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to underwriters or dealers for resale to the public or to institutional investors;
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directly to institutional investors;
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directly to a limited number of purchasers or to a single purchaser;
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through agents to the public or to institutional investors; or
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through a combination of any of these methods of sale.
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The distribution of the debt
securities may be effected from time to time in one or more transactions, including:
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at a fixed public offering price or prices, which may be changed;
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at market prices prevailing at the times of sale;
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at prices related to prevailing market prices; or
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Offers to purchase the debt securities may be solicited by agents
designated by us from time to time. Any agent involved in the offer or sale of the debt securities will be named, and any commissions payable by us to the agent will be described, in the applicable prospectus supplement. Unless otherwise indicated
in the applicable prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the debt securities so
offered and sold.
If we offer and sell debt securities through an underwriter or underwriters, we will execute an underwriting agreement
with the underwriter or underwriters. The names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers, which may be in the
form of discounts, concessions or commissions, if any, will be described in the applicable prospectus supplement, which will be used by the underwriters to make resales of the debt securities.
If we offer and sell debt securities through a dealer, we or an underwriter will sell the debt securities to the dealer, as principal. The
dealer may then resell the debt securities to the public at varying prices to be determined by the dealer at the time of resale. The name of the dealer and the terms of the transactions will be set forth in the applicable prospectus supplement. Any
dealer may be deemed to be an underwriter, as that term is defined in the Securities Act, of the debt securities so offered and sold. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase debt
securities at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The delayed delivery contracts will be subject
only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth any commissions paid for solicitation of these delayed delivery contracts.
Offered debt securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be
identified and the terms of its agreements, if any, and its compensation will be described in the applicable prospectus supplement.
11
Underwriters, dealers, agents and other third parties described above may be entitled to
indemnification by us against certain civil liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Underwriters, dealers,
agents and such other third parties may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
Each series of debt securities will be a new issue of debt securities and will have no established trading market. The debt securities may or
may not be listed on a national securities exchange. Any underwriters to whom debt securities are sold by us for public offering and sale may make a market in the debt securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any series of the debt securities.
Any underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of those activities at any time.
We may also make sales through the Internet or through other electronic means. Since
we may from time to time elect to offer debt securities directly to the public, with or without the involvement of agents, underwriters or dealers, utilizing the Internet or other forms of electronic bidding or ordering systems for the pricing and
allocation of such securities, you will want to pay particular attention to the description of that system we will provide in a prospectus supplement.
Such electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional
offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which such securities are sold. These bidding or ordering systems may present to each bidder, on a
so-called
“real-time” basis, relevant information to assist in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s
individual bids would be accepted, prorated or rejected. For example, in the case of a debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury note. Of course, many pricing methods can
and may also be used.
Upon completion of such an electronic auction process, debt securities will be allocated based on prices bid, terms
of bid or other factors. The final offering price at which debt securities would be sold and the allocation of debt securities among bidders would be based in whole or in part on the results of the Internet or other electronic bidding process or
auction.
12
VALIDITY OF SECURITIES
The validity of the debt securities being offered by this prospectus will be passed upon by Gibson, Dunn & Crutcher LLP, New York,
New York. In connection with particular offerings of the debt securities in the future, and unless otherwise indicated in the applicable prospectus supplement, the validity of those debt securities will be passed upon for us by Gibson,
Dunn & Crutcher LLP, New York, New York. Additional legal matters may be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York, and for any underwriters, dealers or agents by counsel that we will name in the
applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Moody’s Corporation as of December 31, 2016 and 2015, and for each of the years in the
three-year period ended December 31, 2016, and management’s assessment of the effectiveness internal control over financial reporting as of December 31, 2016 have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The
following table sets forth the expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered hereby. All amounts are estimates:
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Amount
to be Paid
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SEC registration fee
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$
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*
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Blue Sky fees and expenses
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**
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Legal fees and expenses (other than Blue Sky fees and expenses)
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**
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Accounting fees and expenses
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**
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Trustee and registrar fees and expenses
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**
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Rating agency fees
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**
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Printing and engraving costs
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**
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Miscellaneous
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**
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Total
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$
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**
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*
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Deferred in accordance with Rule 456(b) and 457(r) of the Securities Act.
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**
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The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable with respect to any offering of securities.
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Item 15.
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Indemnification of Directors and Officers
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Section 145 of the
General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.
The registrant’s certificate of incorporation provides that the registrant shall indemnify directors and officers made party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, to the fullest extent permitted by the laws of the State of Delaware. Such indemnification shall continue after
an individual ceases to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such person. The registrant’s certificate of incorporation also provides that a director of the registrant shall not
be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended.
The indemnification rights conferred by the certificate of
incorporation of the registrant are not exclusive of any other right to which a person seeking indemnification may otherwise be entitled. The registrant will also provide liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as directors or officers.
II-1
A list of exhibits filed herewith is contained in the
exhibit index that immediately precedes such exhibits and is incorporated herein by reference.
The agreements included or incorporated by
reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the
applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in
such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under
the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
Moody’s Corporation acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for
considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
(a) The undersigned
registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such information in this registration statement;
provided
,
however
, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall
be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof;
provided
,
however
, that no statement made in a registration
statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document
immediately prior to such effective date.
(5) (a) That, for the purpose of determining liability of
the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the
purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on February 23, 2017.
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MOODY’S CORPORATION
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By:
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/s/ Raymond W. McDaniel, Jr.
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Name:
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Raymond W. McDaniel, Jr.
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned officers and directors of Moody’s Corporation, a Delaware corporation, hereby constitutes and appoints
Raymond W. McDaniel, Jr., Linda S. Huber and John J. Goggins, and each of them, as his or her true and lawful
attorney-in-fact
and agent, severally, with
full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments to this registration statement, and any additional related registration statements filed pursuant
to Rule 462 under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power of authority to do and
perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Raymond W. McDaniel, Jr.
Raymond W. McDaniel, Jr.
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President and Chief Executive Officer (Principal
Executive Officer) and Director
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February 23, 2017
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/s/ Linda S. Huber
Linda S. Huber
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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February 23, 2017
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/s/ Michael S. Crimmins
Michael S. Crimmins
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Senior Vice President – Corporate Controller
(Principal Accounting Officer)
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February 23, 2017
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/s/ Basil L. Anderson
Basil L. Anderson
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Director
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February 23, 2017
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/s/ Jorge A. Bermudez
Jorge A. Bermudez
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Director
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February 23, 2017
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/s/ Darrell Duffie
Darrell Duffie
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Director
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February 23, 2017
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II-5
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Signature
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Title
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Date
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/s/ Kathryn M. Hill
Kathryn M. Hill
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Director
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February 23, 2017
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/s/ Ewald Kist
Ewald Kist
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Director
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February 23, 2017
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/s/ Henry A. McKinnell, Jr.
Henry A. McKinnell, Jr.
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Chairman of the Board
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February 23, 2017
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/s/ Leslie F. Seidman
Leslie F. Seidman
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Director
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February 23, 2017
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/s/ Bruce Van Saun
Bruce Van Saun
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Director
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February 23, 2017
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II-6
EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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1.1
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Form of Underwriting Agreement.
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4.1
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Restated Certificate of Incorporation of Moody’s Corporation, effective April 17, 2013 (incorporated by reference to Exhibit 3.4 to the Report on
Form 8-K
of the
Registrant, file number
1-14037,
filed April 22, 2013).
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4.2
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Amended and Restated
By-laws
of Moody’s Corporation, effective April 17, 2013 (incorporated by reference to Exhibit 3.2 to the Report on
Form 8-K
of the Registrant, file number
1-14037,
filed April 22, 2013).
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4.3
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Indenture, dated as of August 19, 2010, between Moody’s Corporation and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Report on
Form 8-K
of the Registrant, file number
1-14037,
filed August 19, 2010).
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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12.1
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Statement of Computation of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Annual Report on Form
10-K
for the quarter ended December 30, 2016, file
number
1-14037,
filed February 23, 2017).
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23.1
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Consent of KPMG LLP, independent registered public accounting firm.
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereto).
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25.1
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Form T-1
Statement of Eligibility under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as trustee under the Indenture.
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II-7
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