SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2005
MOODY'S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14037 13-3998945
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
99 Church Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 553-0300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02, "Results of Operations and Financial Condition"
On February 16, 2005, Moody's Corporation (the "Company") announced its
financial results for the fourth quarter and full year ended December 31, 2004.
A copy of the press release containing the announcement is included as Exhibit
99.1 to this Current Report and is incorporated herein by reference. The Company
does not intend for the information contained in this report on Form 8-K to be
considered filed under the Securities Exchange Act of 1934 or incorporated by
reference into future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934. The foregoing information is provided pursuant to Item
2.02, "Results of Operations and Financial Condition" of Form 8-K.
Item 7.01, "Regulation FD Disclosure"
The information set forth under Item 2.02, "Results of Operations and Financial
Condition" is incorporated herein by reference. The foregoing information is
provided pursuant to Item 7.01, "Regulation FD Disclosure" of Form 8-K.
Item 8.01, "Other Events"
On February 16, 2005, the Board of Directors of the Company declared a
two-for-one stock split of the Company's common stock and approved an increase
in the Company's regular quarterly cash dividend. A copy of the press release
containing the announcement is included as Exhibit 99.2 to this Current Report
and is incorporated herein by reference. The foregoing information is provided
pursuant to Item 8.01, "Other Events" of Form 8-K.
Item 9.01, "Financial Statements and Exhibits"
(c) Exhibits
99.1 Press release of Moody's Corporation dated February 16, 2005 announcing
results for the fourth quarter and full year ended December 31, 2004.
99.2 Press release of Moody's Corporation dated February 16, 2005 announcing a
2-for-1 stock split and cash dividend increase.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOODY'S CORPORATION
By: /s/ John J. Goggins
-----------------------------
John J. Goggins
Senior Vice President and
General Counsel
Date: February 16, 2005