Moody's Corporation Prices Senior Unsecured Notes Offering
Moody’s Corporation (NYSE: MCO) (“Moody’s” or the “Company”) today announced that it priced an underwritten public offering of
$800 million aggregate principal amount of notes consisting of $500 million aggregate principal amount of 2.75% senior unsecured
notes due 2021 and $300 million aggregate principal amount of floating rate notes due 2018 (collectively, the “Notes”). The
offering is expected to close on March 2, 2017, subject to customary closing conditions.
Moody’s expects to use the net proceeds from this offering for general corporate purposes, including working capital; capital
expenditures; acquisitions or investments; the redemption and repayment of other indebtedness; and purchases of its common stock
under its ongoing stock repurchase program.
Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc. are the joint book-running managers of the notes offering.
The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange
Commission (the “SEC”). A prospectus supplement and accompanying prospectus describing the terms of this offering will be filed
with the SEC. Copies of the prospectus supplement and the accompanying prospectus may be obtained at no cost by visiting EDGAR on
the SEC website at www.sec.gov. Alternatively, Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated can arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at
1-888-603-5847, calling J.P. Morgan Securities LLC collect at (212) 834-4533 or calling Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free at 1-800-294-1322.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT MOODY’S CORPORATION
Moody's is an essential component of the global capital markets, providing credit ratings, research, tools and analysis that
contribute to transparent and integrated financial markets. Moody’s Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, which provides credit ratings and research covering debt instruments and securities, and Moody's Analytics,
which offers leading-edge software, advisory services and research for credit and economic analysis and financial risk management.
The corporation, which reported revenue of $3.6 billion in 2016, employs approximately 10,600 people worldwide and maintains a
presence in 36 countries. Further information is available at www.moodys.com.
“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this release are forward-looking statements and are based on future expectations, plans and
prospects for Moody’s business and operations that involve a number of risks and uncertainties. The forward-looking statements in
this release are made as of the date hereof, and the Company disclaims any duty to 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, the Company is identifying certain factors 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, 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; 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 EU; the level of merger and acquisition activity in the U.S. and abroad; the
uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting world-wide credit
markets, international trade and economic policy; concerns in the marketplace affecting our credibility or otherwise affecting
market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or
technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product
development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and
regulations, including provisions in the Financial Reform Act and regulations resulting from that Act; the potential for increased
competition and regulation in the EU and other foreign jurisdictions; 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; 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; provisions
of EU regulations imposing additional procedural and substantive requirements on the pricing of services; the possible loss of key
employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other
cybersecurity concerns; the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives;
exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and U.S. laws and
regulations that are applicable in the jurisdictions in which the Company operates, including sanctions laws, anti-corruption laws,
and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business
combinations and the ability of the Company to successfully integrate acquired businesses; currency and foreign exchange
volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk
management tools by financial institutions. These factors, risks and uncertainties as well as other risks and uncertainties that
could cause the Company’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 the Company’s Annual
Report on Form 10-K for the year ended December 31, 2016, and in other filings made by the Company from time to time with the SEC
or in materials incorporated therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks
and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected,
anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business,
results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to
predict new factors, nor can the Company assess the potential effect of any new factors on it.
Salli Schwartz
Global Head of Investor Relations and Communications
212.553.4862
sallilyn.schwartz@moodys.com
or
Michael Adler
Senior Vice President
Corporate Communications
212.553.4667
michael.adler@moodys.com
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