MOODYS CORP /DE/ — Director's Dealing 2014

Feb 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2014-02-12

Reporting Person: MCCABE JOSEPH J (SVP-Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common Stock	M	8000	$37.125	Acquired	29700	Direct
2014-02-12	Common Stock	S	8000	$79.547	Disposed	21700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Employee Stock Option (right to buy)	$37.125	M	8000	Disposed	2014-10-01	Common Stock (8000)	Direct
2014-02-12	Employee Stock Option (right to buy)	$79.55	A	5716	Acquired	2024-02-12	Common Stock (5716)	Direct

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
$79.50 to $79.66. 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: One fourth of options vest each year beginning with the date indicated.