MOODYS CORP /DE/ — Director's Dealing 2014

May 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2014-05-12

Reporting Person: MCDANIEL RAYMOND W (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-12	Common Stock	M	83750	$41.688	Acquired	300934	Direct
2014-05-12	Common Stock	S	83750	$83.637	Disposed	217184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-12	Employee Stock Option (right to buy)	$41.688	M	83750	Disposed	2015-02-22	Common Stock (83750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1523	Indirect
Common Stock	2000	Indirect

Footnotes

F1: Exercise and sale of shares pursuant to Rule 10b5-1 Plan.

F2: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $83.08 to $83.82. 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.

F3: As of last statement dated March 31, 2014.

F4: One fourth of the options vested each year beginning with the date indicated.