MOODYS CORP /DE/ — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2016-02-03

Reporting Person: Huber Linda (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-03	Common Stock	M	45000	$63.09	Acquired	94947	Direct
2016-02-03	Common Stock	S	22601	$83.985	Disposed	72346	Direct
2016-02-03	Common Stock	S	20150	$84.665	Disposed	52196	Direct
2016-02-03	Common Stock	S	1749	$85.601	Disposed	50447	Direct
2016-02-03	Common Stock	S	500	$86.52	Disposed	49947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-03	Employee Stock Option (right to buy)	$63.09	M	45000	Disposed	2016-02-08	Common Stock (45000)	Direct

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
$83.33 to $84.32. 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: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$84.33 to $85.32. 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.

F4: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$85.34 to $86.01. 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.

F5: One fourth of options vest each year beginning with the date indicated.