MOODYS CORP /DE/ — Director's Dealing 2013

May 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2013-04-29

Reporting Person: GOGGINS JOHN J (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-29	Common Stock	M	46500	$32.4075	Acquired	93794	Direct
2013-04-29	Common Stock	S	32700	$58.236	Disposed	61094	Direct
2013-04-29	Common Stock	S	13800	$59.205	Disposed	47294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-29	Employee Stock Option (right to buy)	$32.4075	M	46500	Disposed	2014-02-09	Common Stock (46500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1513.4929	Indirect

Footnotes

F1: Sale of shares pursuant to Rule 10b5-1 Plan.

F2: As of the last statement dated March 31, 2013.

F3: One fourth of the options vested each year beginning with the date indicated.