ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below details the total consideration relating to the acquisition:

Cash paid at closing	$	1,931
Replacement equity compensation awards	5
Total consideration	$	1,936

The table below details the total consideration relating to the acquisition:

Cash paid at closing	$	138
Additional consideration paid to sellers in 2021 (1)	1
Total consideration	$	139

(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.

The table below details the total consideration relating to the acquisition:

Cash paid at closing	$	700
Additional consideration paid to sellers in 2020 (1)	2
Total consideration	$	702

(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

Cash		$	60
Accounts receivable		38
Other current assets		11
Property and equipment, net		13
Operating lease right-of-use assets		64
Intangible assets:
Customer relationships (23 year useful life)	523
Product technology (7 year useful life)	212
Trade name (9 year useful life)	49
Total intangible assets (18 year weighted average useful life)		784
Goodwill		1,389
Deferred tax assets, net		46
Other assets		92
Liabilities:
Accounts payable and accrued liabilities	(101)
Deferred revenue	(89)
Operating lease liabilities	(68)
Deferred tax liabilities, net	(213)
Uncertain tax positions	(90)
Total liabilities		(561)
Net assets acquired		$	1,936

Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

Current assets			$	7
Intangible assets:
Database (10 year useful life)	$	38
Customer relationships (18 year useful life)	9
Product technology (8 year useful life)	9
Trade name (5 year useful life)	1
Total intangible assets (11 year weighted average useful life)			57
Goodwill(1)			79
Deferred tax assets(1)			16
Other assets			2
Liabilities:
Accounts payable and accrued liabilities	$	(1)
Deferred revenue	(4)
Deferred tax liabilities	(15)
Other liabilities	(2)
Total liabilities			(22)
Net assets acquired			$	139

(1) During the third quarter of 2021, the Company received further information, that existed as of the acquisition date, with respect to Cortera’s deferred taxes. Accordingly, the Company recorded a measurement period adjustment of $16 million to its preliminary estimate for deferred tax assets.

Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

Current assets			$	24
Intangible assets:
Customer relationships (25 year useful life)	$	174
Database (10 year useful life)	86
Product technology (4 year useful life)	17
Trade name (3 year useful life)	3
Total intangible assets (19 year weighted average life)			280
Goodwill			494
Other assets			2
Liabilities:
Accounts payable and accrued liabilities	$	(5)
Deferred revenue	(20)
Deferred tax liabilities	(71)
Other liabilities	(2)
Total liabilities			(98)
Net assets acquired			$	702

Business Acquisition, Pro Forma Information

Supplemental information on an unaudited pro forma basis is presented below for the nine months ended September 30, 2021 and 2020 as if the acquisition of RMS occurred on January 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed at January 1, 2020. The unaudited pro forma information includes amortization of acquired intangible assets, based on the preliminary purchase price allocation and an estimate of useful lives reflected above, and incremental financing costs resulting from the acquisition, net of income tax, which was estimated using the weighted average statutory tax rates in effect in the jurisdiction for which the pro forma adjustment relates.

	Nine Months Ended September 30,
	2021		2020
Pro forma Revenue	$	4,910	$	4,300
Pro forma Net Income attributable to Moody's	$	1,807	$	1,342