MOODYS CORP /DE/ — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2013-01-02

Reporting Person: WULFF JOHN K (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Phantom Stock Units (Deferred Compensation)	$	A	458.76	Acquired		Common Stock (458.76)	Direct

Footnotes

F1: Phantom Stock Units arising out of the Reporting Person's election to defer receipt of retainer fees.

F2: The security converts to common stock on a one-for-one basis.

F3: These units are to be settled in cash after the Reporting Person's retirement.