8-KEarnings & ResultsLeadership ChangesCorporate Changes+3

MOODYS CORP /DE/ 8-K Report, Financial Results (Apr 27, 2005)

Filed April 27, 2005For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K on April 26, 2005, reporting on several significant corporate actions. The filing includes an announcement of the company's financial results for the quarter ended March 31, 2005, which were detailed in a press release issued on April 27, 2005. This report provides investors with an update on the company's performance and financial condition for the period. Additionally, the report details a leadership transition. John Rutherfurd, Jr. retired as Chairman and Chief Executive Officer. In his place, the Board of Directors elected Raymond W. McDaniel, Jr. to these roles, effective April 26, 2005. Mr. McDaniel brings extensive experience within Moody's, having previously served as President, Chief Operating Officer, and in various leadership roles within Moody's Investors Service. The company also announced an amendment to its certificate of incorporation to significantly increase authorized shares and a two-for-one stock split to be effected as a special stock distribution.

Key Highlights

  • 1Moody's Corporation announced its financial results for the quarter ended March 31, 2005.
  • 2Raymond W. McDaniel, Jr. was appointed as the new Chairman and Chief Executive Officer, succeeding John Rutherfurd, Jr.
  • 3Mr. McDaniel has a deep background within Moody's, previously holding positions such as President and Chief Operating Officer.
  • 4The company filed an amendment to increase the number of authorized Common Stock shares from 400,000,000 to 1,000,000,000.
  • 5The total authorized shares were increased from 420,000,000 to 1,020,000,000.
  • 6Moody's announced a two-for-one stock split to be implemented via a special stock distribution.

Frequently Asked Questions

The 8-K filing incorporates by reference a press release dated April 27, 2005, which contains the financial results for the quarter ended March 31, 2005. Specific financial figures are not detailed within the body of the 8-K itself but are available in the referenced press release (Exhibit 99.1).

Raymond W. McDaniel, Jr. was elected as the new Chairman and Chief Executive Officer of Moody's Corporation on April 26, 2005. He succeeds John Rutherfurd, Jr., who retired from these positions.

Moody's Corporation filed an amendment to its Restated Certificate of Incorporation to increase the total number of authorized Common Stock shares significantly, from 400,000,000 to 1,000,000,000, and total authorized shares from 420,000,000 to 1,020,000,000. This increase is likely to support future corporate actions, such as stock splits, acquisitions, or employee stock plans.

Moody's announced a two-for-one stock split that will be effected as a special stock distribution, meaning shareholders will receive one additional share of common stock for each share they currently own.