As filed with the Securities and Exchange Commission on November 3, 2022

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MOODY’S CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		13-3998945
(State or Other Jurisdiction of Incorporation or Organization)		(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)

PROFIT PARTICIPATION PLAN OF MOODY’S CORPORATION

(AMENDED AND RESTATED AS OF JANUARY 1, 2020)

(Full title of the plan)

John J. Goggins, Esq.

Executive Vice President and General Counsel

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:

Michael Collins, Esq.

Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

(202) 955-8500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Moody’s Corporation, a Delaware corporation (the “Company” or the “Registrant”), and the Profit Participation Plan of Moody’s Corporation (amended and restated as of January 1, 2020) (as the same may be further amended, the “Plan”), to register $75,000,000 worth of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as well as an indeterminate amount of interests in the Plan, to be offered and sold to accounts of eligible employees of the Company under the Plan.

The Company previously filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (File No. 333-170727) on November 19, 2010 registering $25,000,000 worth of Common Stock issuable under the Plan and an indeterminate amount of interests in and to be offered or sold pursuant to the Plan, as amended and restated as of January 1, 2007, and a registration statement on Form S-8 (File No. 333-228577) on November 28, 2018 registering $75,000,000 worth of Common Stock issuable under the Plan and an indeterminate amount of interests in and to be offered or sold pursuant to the Plan, as amended and restated as of January 1, 2018 (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those registered under the Prior Registration Statements and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to such instruction, the contents of the Prior Registration Statements are hereby incorporated by reference in and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 have been or will be delivered to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed by the Company with the SEC but constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

 

(1)

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 22, 2022;

 

(2)

the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March  31, 2022, June 30, 2022, and September  30, 2022, as filed on May 2, 2022, July 27, 2022 and October 26, 2022, respectively;

 

(3)

the Company’s Current Reports on Form 8-K filed on February  28, 2022, May  2, 2022, August  2, 2022, August  8, 2022, and October 18, 2022 (Item 5.02 only);

 

(4)

the description of the Company’s Common Stock, par value $0.01, contained in Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 22, 2021, including any amendments or reports filed for the purposes of updating such description; and

 

(5)

the Company’s Annual Report on Form 11-K for the Plan for the fiscal year ended December 31, 2021, filed on June 24, 2022.

In addition, all documents subsequently filed by the Company or the Plan with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that the documents listed above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the SEC of the Company’s Annual Report on Form 10-K covering such year shall cease to be incorporated documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Reports. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Company or the Plan discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this Registration Statement.

Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5.

Interests of Named Experts and Counsel.

John J. Goggins, Esq., Executive Vice President and General Counsel of the Company, has rendered an opinion as to the validity of the Common Stock offered hereby. As of November 2, 2022, Mr. Goggins owned 15,074 shares of Common Stock (including 2,182 shares of unvested restricted stock) and held options to purchase 18,578 shares of Common Stock.

 

Item 8.

Exhibits.

 

Exhibit No.		Exhibit Description
4.1		Restated Certificate of Incorporation of the Registrant, effective April  22, 2020 (incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 8-K filed April 27, 2020).
4.2		Amended and Restated By-laws of Moody’s Corporation, effective December  14, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed December 18, 2020).
4.3		Profit Participation Plan of Moody’s Corporation, amended and restated as of January  1, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K dated February 22, 2021).
4.4		First Amendment to the Profit Participation Plan of Moody’s Corporation (incorporated by reference to Exhibit 10.11.2 to the Company’s Annual Report on Form 10-K dated February 22, 2022).
5.1*		Opinion of John J. Goggins, Esq., Executive Vice President and General Counsel.

5.2		Internal Revenue Service determination letter, dated August  2, 2017 relating to the Plan (incorporated by reference to Exhibit 5.2 to the Company’s Registration Statement of Form S-8, filed November 28, 2018.
23.1*		Consent of KPMG LLP.
23.2*		Consent of John J. Goggins (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page of this Registration Statement).
107.1*		Filing Fee Table.

 

 

*	Filed herewith.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 this 3rd day of November, 2022.

 

POWER OF ATTORNEY

We, the undersigned officers and directors of Moody’s Corporation, do hereby constitute and appoint John J. Goggins and Mark Kaye, and each of them acting alone, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said Registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) and supplements hereto and we do hereby ratify and confirm all that said attorneys and agents shall do or cause to be done or have done or caused to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

 

Signature		Title		Date
/s/ Robert Fauber Robert Fauber		President, Chief Executive Officer and Director (Principal Executive Officer)		November 3, 2022
/s/ Mark Kaye Mark Kaye		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		November 3, 2022
/s/ Caroline Sullivan Caroline Sullivan		Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)		November 3, 2022
/s/ Jorge A. Bermudez Jorge A. Bermudez		Director		November 3, 2022
/s/ Thérèse Esperdy Thérèse Esperdy		Director		November 3, 2022
/s/ Vincent A. Forlenza Vincent A. Forlenza		Director		November 3, 2022
/s/ Kathryn M. Hill Kathryn M. Hill		Director		November 3, 2022

/s/ Lloyd W. Howell, Jr. Lloyd W. Howell, Jr.		Director		November 3, 2022
/s/ Raymond W. McDaniel, Jr. Raymond W. McDaniel, Jr.		Chairman of the Board of Directors		November 3, 2022
/s/ Jose Minaya Jose Minaya		Director		November 3, 2022
/s/ Leslie Seidman Leslie F. Seidman		Director		November 3, 2022
/s/ Zig Serafin Zig Serafin		Director		November 3, 2022
/s/ Bruce Van Saun Bruce Van Saun		Director		November 3, 2022

The Plan. Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Plan) have 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 this 3^rd day of November, 2022.