MOODYS CORP /DE/ — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2014-02-20

Reporting Person: Cantor Richard (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	M	25672	$26.78	Acquired	90099	Direct
2014-02-20	Common Stock	S	25672	$79.019	Disposed	64427	Direct
2014-02-20	Common Stock	M	16080	$41.688	Acquired	80507	Direct
2014-02-20	Common Stock	S	16080	$79.026	Disposed	64427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Employee Stock Option (right to buy)	$26.78	M	25672	Disposed	2020-02-09	Common Stock (25672)	Direct
2014-02-20	Employee Stock Option (right to buy)	$41.688	M	16080	Disposed	2015-02-22	Common Stock (16080)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0.3307	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$78.89 to $79.12. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full
information regarding the number of shares sold at each separate price.

F2: As of last statement dated December 31, 2013.

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