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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K

[X]		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the period ended December 31, 2000
OR

[   ]		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934	
For the transition period from _________________ to _________________
Commission file number 1-14037 (Moody’s Corporation)
     A.     Full title of the plan and the address of the plan, if different from that of the issuer named below:
Profit Participation Plan of Moody’s Corporation
     B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Moody’s Corporation, 99 Church Street, New York, New York 10007
REQUIRED INFORMATION
     The required financial statements are attached to this report.

TABLE OF CONTENTS

									
Report of Independent Accountants	
Statement of Net Assets Available for Benefits	
Statement of Changes in Net Assets Available for Benefits	
Notes to Financial Statements	
Schedule of Assets Held for Investment Purposes	
Consent of Independent Accountants	

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The Profit Participation Plan of Moody’s Corporation
Index to Financial Statements

			Pages	
(a) Financial Statements		

		
		
Report of Independent Accountants			3		

		
		
Statement of Net Assets Available for Benefits as of December 31, 2000			4		

		
		
Statement of Changes in Net Assets Available for Benefits for the period from October 1, 2000 (date of inception) to December 31, 2000			5		

		
		
Notes to Financial Statements			6-10		

		
		
Schedule of Assets Held for Investment Purposes as of December 31, 2000			11		

		
		
(Other schedules required by the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.)		

		
		
(b) Exhibit		

		
		
Consent of Independent Accountants			12		
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation and Nominating Committee of Moody’s Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PROFIT PARTICIPATION PLAN OF MOODY’S CORPORATION
(Name of Plan)
BY: /s/ JEANNE M. DERING
—————————————
Jeanne M. Dering
Senior Vice President and Chief Financial Officer
BY: /s/ CHARLES R. BRUSCHI
—————————————
Charles R. Bruschi
Vice President and Controller
Date: June 29, 2001
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Report of Independent Accountants
To the Participants and Administrator of
The Profit Participation Plan of Moody’s Corporation
     In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Profit Participation Plan of Moody’s Corporation (the “Plan”) at December 31, 2000, and the changes in net assets available for benefits for the period from October 1, 2000 (date of inception) through December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
     Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
New York, New York
June 29, 2001
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The Profit Participation Plan of Moody’s Corporation
Statement of Net Assets Available for Benefits
(amounts in thousands)

		December 31, 2000	
			
Investments, at fair value		$	62,204		

		
		
Investments, at contract value			20,002		

		
		
Employer contribution receivable			1,482		

		

Net assets available for benefits		$	83,688		
					
See accompanying notes to the financial statements
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The Profit Participation Plan of Moody’s Corporation
Statement of Changes in Net Assets Available for Benefits
(amounts in thousands)

						Period from October 1, 2000	
						(date of inception)	
						to December 31, 2000	
							
Additions:		

		
		
	Additions to net assets attributed to:		

		
		
		Amount transferred from D&B Plan		$	84,811		

		
		
		Investment income (loss):		

		
		
			Net depreciation in fair value of investments			(6,528	)	

		
		
			Interest			341		

		
		
			Dividends			1,347		
					
				Total investment income			(4,840	)	

		
		
		Contributions:		

		
		
			Participant			1,911		

		
		
			Employer			1,898		
					
				Total contributions			3,809		
					
				Total additions			83,780		
					
Deductions:		

		
		
	Deductions from net assets attributed to:		

		
		
			Plan expenses			7		

		
		
			Benefits paid to participants			85		
					
				Total deductions			92		
					
				Net increase			83,688		

		
		
Net assets available for plan benefits:		

		
		
				Beginning of the period			—		
					
				End of the period		$	83,688		
					
See accompanying notes to the financial statements
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The Profit Participation Plan of Moody’s Corporation
 Notes to Financial Statements
Note 1. Background and Plan Description
The Profit Participation Plan of Moody’s Corporation (the “Plan”) is a defined contribution plan established to provide a convenient way for eligible employees to save on a regular and long-term basis. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Prior to September 30, 2000 Moody’s Corporation (“Moody’s” or the “Company”) operated as a subsidiary of The Dun & Bradstreet Corporation (“Old D&B”). On September 30, 2000 (the “Distribution Date”), the Company separated from Old D&B and now operates as an independent public company. On the same date, the Company established the Profit Participation Plan of Moody’s Corporation for the benefit of its eligible employees. Participant balances were transferred from the Old D&B Plan to the Moody’s Plan in October 2000.
The following summary provides an overview of major Plan provisions in effect from October 1, 2000, the date of inception, through December 31, 2000 and is provided for general information purposes. Employees that contribute to the Plan or former employees who have assets in the Plan should refer to the Plan document for more complete information and a full description of the Plan provisions and qualifications.
Eligibility
Full time associates of the Company are immediately eligible to participate in the Plan on their date of hire. Part time associates who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan.
Contributions
Participants contribute to the Plan by authorizing payroll deductions between 1% and 16% of their compensation as defined in the Plan. The Company makes matching contributions equal to 50% of the first 6% of annual compensation that is contributed on a before-tax basis. If the average increase in earnings per share (“EPS”), as defined in the Plan, of Moody’s Corporation for any two-year period is greater than 5%, the Company may contribute an additional percentage of the aggregate participant contributions. The percentage of additional Company matching contributions depends on the 2-year average increase in EPS and a participant’s total years of service. The additional Company matching contribution for all eligible plan participants was $1.5 million for the period ended December 31, 2000. This amount was reflected in the financial statements as an employer contribution receivable at December 31, 2000 and paid to the Plan in March 2001. The additional Company matching contribution was participant directed. For the 2001 Plan year, the additional Company matching contribution will be invested and held in the Moody’s Common Stock Fund and may not be transferred to another fund within the Plan prior to the participant’s reaching age 50.
Participants’ contributions under the Plan may be made in the form of contributions from after-tax earnings and/or contributions from before-tax earnings, which have the effect of reducing the participant’s current taxable earnings for federal income tax purposes. A participant’s aggregate contributions may not exceed 16% of the participant’s compensation subject to an overall limit on before-tax contributions imposed by the Internal Revenue Code (the “IRC”).
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Individual Accounts
A separate account is established and maintained for each Plan participant. Contributions are invested in one or more of the Plan’s investment funds as designated by the participant. Participants are not permitted to invest more than 50% of their account balance in the Moody’s Common Stock Fund. Income earned and net appreciation or depreciation on Plan investments for a given fund is allocated in proportion to the participant’s account balance in that fund on a daily basis.
Distributions
Upon termination of service with the Company, participants become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated participants who have an account balance in excess of $5,000 may elect various forms of deferred distribution.
Participant Loans
Participants may obtain loans from the Plan, which are secured by the participant’s account balance. The Plan limits the total number of loans outstanding at any time for each participant to two general-purpose loans and a principal residence loan. The minimum loan permitted by the Plan is $500 and the maximum of all loans outstanding at any time is the lower of 50% of a participant’s vested account balance or $50,000. Interest rates applicable to Plan loans are based on the prime rate as reported in The Wall Street Journal on the last business day of the month before the loan is processed plus 200 basis points.
Vested Benefits and Forfeitures
Participants immediately vest in their own contributions to the Plan, as well as any earnings thereon. The Plan provides for vesting in the value of Company contributions to a participant’s Plan account after three years of service beginning on the participant’s initial employment date with the Company. In addition, a participant becomes 100% vested in the value of Company contributions immediately upon attainment of age 65 or if they become totally and permanently disabled or die. When Moody’s separated from Old D&B, all Company contributions to date became fully vested. Subsequent Company contributions are subject to normal vesting provisions.
There were no amounts forfeited by nonvested or partially vested participants who terminated employment during the three-month period ended December 31, 2000. Forfeited amounts are used to reduce future Company contributions.
Administration of the Plan
The Plan is administered by the Compensation and Nominating Committee, which is appointed by the Board of Directors of the Company. Fidelity Management Trust Company (“The Trustee”) is Trustee of the Plan and has custody of the Plan’s assets. Certain Plan investments are shares of mutual funds managed by The Trustee, and therefore, qualify as party-in-interest transactions. Certain Plan assets are invested in the common stock of the Company. These transactions also qualify as party-in-interest transactions. The expenses of administering the Plan are paid by the Company except for investment management fees, which are charged to the Plan.
Plan Termination
While the Company has not expressed any intent to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA and the Internal Revenue Code which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts.
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Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared using the accrual method of accounting, except for benefit payments. For financial statement purposes, participant withdrawals and distributions are recorded when paid rather than when processed and approved for payment.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in valuations in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
Investment Valuation
Moody’s Corporation common stock and The Dun & Bradstreet Corporation common stock are valued at the closing market price on the last business day of the period. Investments in securities of regulated investment companies are valued at the closing fund share price on the last business day of the period.
The Plan has entered into benefit responsive investment contracts with various insurance companies. The Plan maintains the contracts in the Special Fixed Income Fund. The Special Fixed Income Fund is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Such contracts are included in the financial statements at contract value as reported to the Plan by the respective contract issuers. Contract values represent contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participant withdrawals are at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average annual yield and annual crediting interest rates ranged from 5.47% to 6.91% for the three months ended December 31, 2000. The annual crediting interest rates are fixed for the duration of such contracts. At December 31, 2000, the fair value of such assets in the aggregate was $20.0 million.
Investment Transactions and Investment Income
Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis.
Unrealized Appreciation/(Depreciation) of Investments
The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.
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Note 3. Investments
The plan currently consists of the following fifteen funds:

1.	 	The Special Fixed Income Fund is invested in investment contracts with one or more insurance companies and/or other financial institutions. The interest rate of each contract depends on market conditions when the contract is negotiated. As previously purchased investment contracts mature, proceeds are reinvested in the Special Fixed Income Fund’s Fidelity STIF, the Managed Income Portfolio.	
 		
2.	 	The Fidelity U.S. Bond Index Fund is invested in bonds included in the Lehman Brothers Aggregate Bond Index, which is comprised of fixed-rate debt issues, including government, corporate, asset-backed and mortgage backed securities.	
 		
3.	 	The Fidelity PIMCO Total Return Fund is primarily invested in investment-grade bonds, including U.S. government, corporate, mortgage-backed and foreign bonds.	
 		
4.	 	The Fidelity Equity-Income Fund is mostly invested in income-producing equity securities, which tends to lead to investments in large-cap stocks. The fund may also invest in other types of equity and debt securities, including lower-quality debt securities.	
 		
5.	 	The U.S. Equity Index Commingled Pool Fund is primarily invested in common stocks included in the S&P 500 Index, which contains 500 predominantly large U.S. based companies.	
 		
6.	 	The Fidelity Aggressive Growth Fund is primarily invested in common stocks of foreign and domestic issuers. The fund invests in companies that the Fund Manager believes offer the potential for accelerated earnings or revenue growth.	
 		
7.	 	The Fidelity Blue Chip Growth Fund is invested in common stocks of well-known and established companies considered “blue chip” by the investment manager. The fund may also invest in companies with strong earnings and future growth potential that the fund’s manager believes are positioned to become the “blue chips” of the future.	
 		
8.	 	The Fidelity Low-Priced Stock Fund is primarily invested in “low-priced” common stocks. Low-priced stocks are stocks that are priced at or below $35 per share at the time of investment. The fund may also invest in stocks not considered low-priced.	
 		
9.	 	The Fidelity Mid-Cap Stock Fund is invested in stocks with medium market capitalizations (those companies with market capitalizations similar to those in the S&P MidCap 400). The fund may also consider investing in companies with smaller or larger market capitalizations.	
 		
10.	 	The Fidelity Diversified International Fund is invested in stocks of companies based outside of the U.S. The investment manager may invest in emerging markets, convertible securities and cash-equivalent investments.	
 		
11.	 	The Spartan Extended Market Index Fund is primarily invested in common stocks included in the Wilshire 4500, which represents the performance of stock of mid-to small capitalization U.S. companies.	
 		
12.	 	The Spartan International Index Fund is primarily invested in common stocks included in the Morgan Stanley Capital International Europe, Australia, Far East	
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  	 	Index, which represents the performance of foreign stock markets. The fund may lend securities to earn income.	
 		
13.	 	The Fidelity Asset Manager Fund allocates the fund’s assets among stock, bonds and, short-term and money-market instruments. The fund may invest in foreign and domestic issuers.	
 		
14.	 	The Moody’s Common Stock Fund is primarily invested in the common stock of Moody’s Corporation.	
 		
15.	 	The Dun & Bradstreet Common Stock Fund is primarily invested in the common stock of The Dun & Bradstreet Corporation. As of the Plan inception date, this fund was not open to new investments. This Fund consists only of amounts transferred from the Old D&B Plan.	
Investments that represent 5% or more of the Plan’s net assets at December 31, 2000 were as follows: 

			December 31, 2000	
			(in thousands)	
Spartan Extended Market Index Fund		$	4,763		

		
		
Fidelity U.S. Bond Index Fund			4,843		

		
		
Fidelity Aggressive Growth Fund			5,863		

		
		
Fidelity U.S. Equity Index Pool			30,544		

		
		
Other (investments individually less than 5%)			36,193		
					
	Total Investments		$	82,206		
					
     During the three-month period ended December 31, 2000, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the period, (depreciated)/appreciated in value as follows: 

			December 31, 2000		
			(in thousands)		
	Mutual Funds		$	(4,279	)	

		
		
	Commingled Pool			(2,548	)		

		
		
	Moody’s Common Stock Fund			(259	)		

		
		
	The Dun & Bradstreet Common Stock Fund			558			
						
Net Depreciation		$	(6,528	)		
						
Note 4. Tax Status
     The IRS determined and informed Old D&B by a letter dated August 18, 1999, that the Old D&B Plan and related trust were designed in accordance with applicable sections of the IRC. The Company is in the process of filing documents with the IRS indicating that Participant assets were transferred to the Plan from the Old D&B Plan. Provisions of the Plan are substantially similar to the Old D&B Plan. The Plan administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
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The Profit Participation Plan of Moody’s Corporation
Schedule of Assets Held for Investment Purposes
As of December 31, 2000

											Number of		
							Annual		shares/units/		
			Maturity		interest		and principal		
Identity of issuer, borrower or similar party		date		rate		amount		Cost		Current value	
											
** Moody’s Corporation Common Stock											143,110			$	4,039,334			$	3,770,449		

		
		
	The Dun & Bradstreet Corporation Common Stock											59,438				1,086,603				1,601,406		
																					
															5,125,937				5,371,855		

		
		
	Mutual funds:		

		
		
* Fidelity U.S. Bond Index Fund											457,287				4,731,158				4,842,672		

		
		
* Fidelity PIMCO Total Return Fund											94,243				951,217				979,182		

		
		
* Fidelity Equity-Income Fund											9,801				524,342				523,675		

		
		
* Fidelity Aggressive Growth Fund											162,101				8,505,766				5,863,193		

		
		
* Fidelity Blue Chip Growth Fund											44,256				2,591,108				2,280,516		

		
		
* Fidelity Low-Priced Stock Fund											23,731				533,759				548,663		

		
		
* Fidelity Mid-Cap Stock Fund											31,600				817,704				823,486		

		
		
* Fidelity Diversified International Fund											59,006				1,396,919				1,294,602		

		
		
* Spartan Extended Market Index Fund											178,244				5,855,303				4,762,684		

		
		
* Spartan International Index Fund											84,241				2,785,481				2,669,597		

		
		
* Fidelity Asset Manager Fund											1,340				24,531				22,538		
																					
															28,717,288				24,610,808		

		
		
	Commingled pool:		

		
		
* Fidelity U.S. Equity Index Pool											797,288				33,047,106				30,544,120		
 		
	Insurance contracts: (Current value is contract  value)		
* Fidelity STIF							6.53	%			3,759,220				3,759,220				3,759,220		

		
		
	Connecticut General Life Insurance Company #25297			4/1/02				6.90	%			676,978				676,978				676,978		

		
		
	Connecticut General Life Insurance Company #25294			4/1/02				6.51	%			2,664,358				2,664,358				2,664,358		

		
		
	Connecticut General Life Insurance Company #25295			10/1/02				5.67	%			1,372,937				1,372,937				1,372,937		

		
		
	Connecticut General Life Insurance Company #25296			4/1/03				6.10	%			1,972,969				1,972,969				1,972,969		

		
		
	Metropolitan Life Insurance Company #25582			4/2/01				6.63	%			1,533,152				1,533,152				1,533,152		

		
		
	New York Life Insurance Company #31166			4/1/02				6.13	%			1,917,995				1,917,995				1,917,995		

		
		
	New York Life Insurance Company #31165			10/1/02				6.20	%			1,641,585				1,641,585				1,641,585		

		
		
	Principal Life Insurance Company #4-43639-01			4/1/02				6.00	%			1,477,280				1,477,280				1,477,280		

		
		
	Principal Life Insurance Company #4-43639-02			10/1/03				6.91	%			1,406,229				1,406,229				1,406,229		

		
		
	Transamerica Life Insurance Company #55555-000			10/1/01				6.89	%			895,495				895,495				895,495		

		
		
	Travelers Life Insurance Company #17706			10/1/02				5.47	%			683,541				683,541				683,541		
																					
															20,001,739				20,001,739		

		
		
	Participant loans			10 mths to			

		
		
			14 years				8.00%-11.5	%			1,677,846				—				1,677,846		
																					
														$	86,892,070			$	82,206,368		

*	 	Custodian of the Plan and therefore, a party-in-interest for which a statutory exemption exists.	

		
		
**	 	Investment qualifies as a party-in-interest for the Plan.	
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Exhibit 23 .1 
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-47848) of Moody’s Corporation of our report dated June 29, 2001 relating to the financial statements and supplemental schedule of the Profit Participation Plan of Moody’s Corporation, which appears in this Form 11-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
New York, New York
June 29, 2001
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