Good day, ladies and gentlemen, and welcome to Moody’s Corporation Fourth Quarter and Fiscal Year End 2011 Earnings Conference Call. At this time, I’d like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the company we will open the conference for questions and answers following the presentation. I would now like to turn the conference over to Salli Schwartz, Global Head of Investor Relations. Please go ahead.

Thank you. Good morning, everyone, and thanks for joining us on this teleconference to discuss Moody’s results for 2011. I am Salli Schwartz, Global Head of Investor Relations. Moody’s released its results for the fourth quarter and full year of 2011 this morning. The earnings press release and a presentation to accompany this teleconference are both available on our Web site at ir.moodys.com. Ray McDaniel, Chairman and Chief Executive Officer of Moody’s Corporation, will lead this morning’s conference call. Also making prepared remarks on the call this morning is Linda Huber, Chief Financial Officer of Moody’s Corporation. Before we begin, I call your attention to the Safe Harbor language, which can be found toward the end of our earnings release. Today’s remarks may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the Act, I also direct your attention to the management’s discussion and analysis section and the risk factors discussed in our annual report on Form 10-K for the year ended December 31, 2010 and in other SEC filings made by the company which are available on our Web site and on the Securities and Exchange Commission’s Web site. These, together with the Safe Harbor statements, set forth important factors that could cause actual results to differ materially from those contained in any such forward-looking statements. I would also like to point out that members of the media may be on the call this morning in a listen-only mode. I’ll now turn the call over to Ray McDaniel.

Thank you, Salli. Good morning and thank you, everyone, for joining today’s call. I’ll begin by summarizing Moody’s fourth quarter and full year 2011 results. Linda will follow with additional financial detail and operating highlights and I’ll then speak to recent regulatory developments and finish with comments on our outlook for 2012. After our prepared remarks, we’ll be happy to respond to your questions. Fourth quarter revenue of $567 million was flat as compared to the fourth quarter of 2010. With strong performance by Moody’s Analytics and global structured finance offsetting a decline from the strong prior year period in corporate finance. Operating income for the fourth quarter was $172 million, a 12% decrease from the prior year period. Diluted earnings per share for the quarter of $0.43 decreased 26% year-over-year. For full year 2011, Moody’s revenue of $2.3 billion was a 12% increase from full year 2010. Foreign currency translation favorably impacted Moody’s Investors Service revenue by $28 million and was negligible for Moody’s Analytics. Operating income of $888 million increased 15% from a year ago and included a $4 million favorable impact from foreign currency translations. Revenue at Moody’s Investors Service was $1.6 billion, an increase of 12% from last year. Moody’s Analytics revenue was $712 million, 14% higher than the prior year. Diluted earnings per share of $2.49 for 2011 increased 16% and included a legacy tax benefit of $0.03 in the second quarter of 2011 as well as other tax benefits of $0.09 in the second and third quarters of 2011 resulting from a favorable tax ruling in a settlement of state tax audits. I will now turn the call over to Linda to provide further commentary on our results and other updates.

Thanks, Ray. I’ll begin with revenue at the company level. As Ray mentioned, Moody’s total revenue for the quarter was essentially flat at $567 million. The impact of foreign currency translation was negligible. U.S. fourth quarter revenue decreased 3% to $286 million, while revenue outside the U.S. grew 4% to $281 million and represented 50% of Moody’s total revenue, up from 48% in the year ago period. Recurring revenue of $318 million represented 56% of the total, compared to 52% in the prior year period. And looking now at each of our businesses, Moody’s Investors Service revenue for the quarter was $367 million, a 4% decrease year-over-year. U.S. revenue decreased 9% over the prior year period, while outside the U.S. revenue increased 2% and represented 44% of total ratings revenue. Global corporate finance revenue in the fourth quarter decreased 14% from the year ago period to $141 million. Revenue was down 13% in the U.S. while outside the U.S. revenue was lower by 16% year-over-year. The decline in global corporate finance revenue reflected weaker issuance, primarily in speculative grade bonds and loans in both the U.S. and Europe. Global structured finance revenue for the fourth quarter was $87 million, 14% above the prior year period. In the U.S., revenue increased 13% year-over-year primarily due to strength in asset-backed securities. Most other areas of U.S. structured finance market remained weak. Non-U.S. structured finance revenue rose 15%, driven primarily by European asset-backed and residential mortgage backed securities, as well as covered bonds in Europe and Asia. Global financial institutions revenue of $67 million increased 2% from the same quarter in 2010, with U.S. revenue declining 7%, while non-U.S. revenue grew 7%. Global revenue for public, project and Infrastructure declined 6% year-over-year to $72 million. Revenue decreased 14% in the U.S., reflecting a…

Thanks, Linda. I’ll continue with an update on regulatory developments. In the U.S., regulatory authorities are moving forward on implementing the various parts of the Dodd-Frank Act. Following the SEC’s summer comment deadline for rule proposals relevant to NRSROs, the SEC recently revised its timetable and is expected to adopt final rules by year-end 2012. It is also expected to publish its feasibility study on establishing an alternative system for allocating rating assignments for structured finance products, otherwise known as the Franken Amendment, by about the same time. Both banking and securities regulatory authorities are in the process of reviewing their use of ratings and regulation and considering alternative measures as replacements. Turing to Europe, Moody’s was registered in the European Union in late October 2011, and as I have indicated on previous calls, the transfer of oversight of registered credit rating agencies to the European Securities Markets Authority, ESMA, became effective in July 2011. Our European operations are therefore under the full examination and oversight authority of ESMA and we expect ESMA to publish the first report on its review of the industry sometime in the second quarter of 2012. In addition, the European Commission has proposed a new round of regulatory measures for the rating agency industry. Specifically, the suggested measures address, among other ideas, the use of ratings and regulation, business models, competition, rotation of rating agencies and liability. The various concepts the Commission has introduced in its proposal focus on how and to what extent rating agencies operate in the EU. If implemented as currently constructed, however, the Commission suggested measures may have significant and negative ramifications on the European credit markets. Consequently, the debate on CRA 3 has been active and ongoing since its formal release by the Commission. In particular, on January 24, the…

Thank you. (Operator Instructions) And we’ll take our first question from Peter Appert with Piper Jaffray. Peter Appert – Piper Jaffray: Thanks. So, Linda, I was hoping you could give us a little more color on the drivers of cost growth, why the acceleration in the fourth quarter?

Sure, Peter, happy to talk about that. I think first, though, we should note that 2011 was a year of record revenue for Moody’s and we’re back above our 2007 high. So we think we should get that into the mix, Peter. Let me talk a little bit about fourth quarter 2011 as compared to fourth quarter of 2010. And the fourth quarter of 2010 we put up $0.58 and the number is $0.43 for the fourth quarter of 2011. The main bridge that gets you there is just a difference in the tax rate. We had an abnormally low tax rate in fourth quarter of 2010. As we had said earlier, the tax rate for 2010 was about 19% and we’re running about 37% for the fourth quarter of 2011. So basically we have a doubling of the effective tax rate for the quarter. That change gets you about $0.12. And then the remainder of the $0.03 to get to the bridge, we have some deal costs from these acquisitions we’ve done in the fourth quarter. We had some other expenses including a sales tax matter and a contribution to our foundation. And then we’ve got some other things in terms of bringing some IT costs and other systems online. So the main driver in the difference for the fourth quarter of 2011 is really the tax rate and there’s not much more to it than that. Peter Appert – Piper Jaffray: I guess, I was focused, Linda, on the operating expenses, which were up about 7.5% year-to-year versus 3.4% growth in the -?

Sure. Let me try to do that bridge for you also, Peter. For the fourth quarter of 2010, expenses were $367.7 million and then they were $395 million for the fourth quarter of 2011. So we’re looking at about a $28 million increase over that period. Basically, it splits, as I’ve mentioned, about a third, a third, a third in terms of deal costs. The two deals that we did in the fourth quarter were expensive to get done. We had a success fee in the Copal deal, which is unusual for us to pay, so take $9-ish million on deal costs and other things related to those acquisitions. Another third of it, another chunk of it would be, as I said, another tax matter, which revolves around sales tax and a donation to our foundation, the sort of two costs in the other category. And then thirdly, we have these systems we’re bringing online and some consulting fees mainly to get ready for Dodd-Frank. So basically those are the three components of the $28 million of expense difference between this year’s fourth quarter and last year’s fourth quarter. Peter Appert – Piper Jaffray: Got it. And then could you just – while we’re on the expenses, tell me what the incentive comp accrual was in the fourth quarter?

Sure. Incentive comp accrual was actually down from last year, and as we had said, last year’s fourth quarter, we finished very strong in the fourth quarter last year, it was $42.8 million. This year it was only $30.3 million. That was still up sequentially, though, from the third quarter’s $25 million, but more even over the quarters of 2011. Peter Appert – Piper Jaffray: Got it. I guess the – really the important issue, Linda, is just I’m interested in your perspective on what we could anticipate in terms of long-term margin. You’re guiding to flat margin next year. Are you basically retreating on your expectation that perhaps we could get back to low 40% margins?

Peter, this is Ray. But for the acquisitions that we made in the fourth quarter of 2011, I think we would have been projecting approximately a 40% margin this year. Peter Appert – Piper Jaffray: Okay. But what about next year, Ray?

Again, subject to whether we engage in additional acquisitions, I would still say that our outlook is to have 40% plus margin and a double-digit growth on average for the firm. Peter Appert – Piper Jaffray: Okay, great. And then, last thing, I will get off, the strength in structured finance, you mentioned specifically I guess the international business, yet the guidance is somewhat cautious and – with regard to structured finance for 2012. What’s going on in that market? And I guess a corollary to that, you’d mentioned in the past that perhaps you’re gaining a little bit of market share relative to the competition. Do you think that’s still the case?

Well, let me start with 2011 because I did comment during the year, last year that we had what I consider to be some one-off activity in the early part of the year and we that we expected the run rate on that business to decrease. We didn’t – as it turned out, we really didn’t see that. The business held up throughout the year better than I had anticipated and we are currently looking at that run rate to continue through 2012. Obviously, there are going to be areas of relative strength and relative weakness in structured finance. For example, we still don’t see any significant RMBS activity here in the U.S. and we will have to see what the impact in Europe is of some of the one-time items that were driving business last year. But the ABS market in particular, both in the U.S. and in Europe, has held up well. And to the extent that there is a willingness to – well, to the extent that there are interest rates and spreads that make securitization attractive, there is potentially some upside to that business. But right now, we would say that we expect the run rate from 2011 to be reflected in the business in 2012. As to share, I think that’s more – probably more driven by which parts of structured finance happen to be active or inactive at any given point in time. There are some areas where we have strength relative to our competitors in terms of our analytic framework and there are some other areas where issuers and investors may prefer the business from our competitors. So it really is driven by which areas are active from quarter-to-quarter. Peter Appert – Piper Jaffray: Thanks, Ray and Linda.

Thank you. And we’ll take our next question from William Bird with Lazard Capital. William Bird – Lazard Capital: Good morning. Ray, I was wondering if you could just talk a bit about the pipeline. What are you seeing in terms of how issuance is developing and kind of as you look at the year, I guess how do you see growth developing in MIS?

Sure, happy to talk about that. You can see from our guidance that we’re expecting both the financial institutions and structured finance areas to be flat, perhaps slightly down, but essentially flat. We do expect to see growth in the public, project and infrastructure finance area and we expect to see that all the way through the year. The – probably the most interesting area is corporate finance and I think right now the pipelines could be characterized as steady, but probably not more than steady. A little bit of an uptick in high yield recently. But what we’re seeing, and this is very recent, is an improvement in market tone, volatility has come down, spreads have been coming in, and those are all leading indicators of what helps build the pipeline. So early January, I would say we were pretty cautious about how the pipelines looked and what that meant for the business. As I said, more recently, some of the leading indicators are more promising. We do still expect that the second half of the year is going to be the stronger half. We do not expect this year to look like last year. So we would not anticipate having strong growth in the first half this year in the corporate area, off of what we saw last year because it was so strong last year. William Bird – Lazard Capital: Ray...

So – it’s Linda. I just wanted to give you some more details on January and February issuance. January investment grade issuance is on track with 2011, about an $80 billion issuance month for the month of January. Interestingly, there are seven deals in the market today and activity has been very active in February so far. What’s interesting is if you look at the forward calendar for high yield, we see 13 high yield deals in the pipeline, which is better than we’ve seen for quite some time. Spreads are sort of around 650 basis points or over for high yield right now. If we can get under 600 basis points, we think we’re going to start to see a lot of those deals coming. So conditions are for this moment, and again to follow-up on what Ray said, can change it any moment, but for this moment conditions are looking relatively good and you’ll see a lot of companies coming to market getting record low all-in financing costs, which obviously is very helpful to our business.

And we still think that 2012 is going to be characterized or going to reflect at the macroeconomic conditions and to the extent that there are orderly resolutions of some of the stresses in Europe in particular, that should build confidence. If those resolutions are more disorderly, I think we would see a movement away from risk. So macroeconomics continue to play a big part of the story. William Bird – Lazard Capital: Ray, is MIS likely to have positive revenue growth in the first quarter?

Well, we don’t want to try to provide quarterly guidance, but I think what we’re seeing in the first quarter of this year is at this point reflective of what we were seeing in the second half of last year with momentum building slowly throughout the year. So it’s really the second half of this year that I think we’re going to see revenue growth as opposed to the first half. William Bird – Lazard Capital: And then, Linda, I was just wondering if you’d talk a little more about expenses, just prospectively, just trying to understand why the flat margins on expected high single-digit, low double-digit revenue growth?

Sure. I think what Ray was trying to say is our margins would be at 40% and we would have margin expansion but for the interesting effect of accounting for the acquisitions that we’ve done. So we have to report by GAAP and we report with those acquisitions in, so it appears that the margin is flat. Let’s talk about expenses for 2012. I think you ought to start the year at about $370 million for the first quarter for expenses, and then I think similar to what we advised you in previous years, you should ramp expenses probably by about $40 million over the course of the year. Our expenses tend to move up in the fourth quarter as you’ve obviously adjusted your – so that would be the way to lay it in for your modeling for 2012. William Bird – Lazard Capital: Great. Thank you.

Thank you. And we will now hear from Michael Meltz with JPMorgan. Michael Meltz – JPMorgan: Thank you. I think two or maybe two-and-half questions for you. On the question that Bill asked, can you just speak a bit more about earnings progression? I guess, Linda, what you’re saying is costs are going to be up pretty big in the first quarter. And I assume revenues will – even talking first half, if you want to talk that way. But you’re assuming probably pretty low to no revenue growth in the first half, costs up low double-digit, so earnings down pretty big in the first half and then ramping in the second half. Is that the way to think about it?

Michael, the calendarization of this year is particularly challenging and I may ask Ray to speak to this as well. It’s very hard to know because frankly we were a little more pessimistic about the first quarter, now we’re feeling a bit more optimistic about the first quarter. So we’re going to have to see if these conditions hold. If they do, I think we would feel a little bit better. But I think your view is generally correct that we would expect, as Ray said, the second half to be the stronger half. Ray, anything further?

Yes, in addition to saying that the second half is going to be stronger, I think what you see is the steady progression of expense growth, although not to the same degree as we had in 2011. So that $40 million expense growth should be straight-lined through the year, but revenue stronger in the second half, and again, I would expect that we’re probably going to have the lightest revenue in the first quarter. Michael Meltz – JPMorgan: Okay. And then in terms of your MIS guidance for the year, the 4% to 6%, does that essentially imply mostly pricing and little to no volume growth? Can you talk about that?

It’s – I mean, we do have some pricing included in that. We do expect to have growth in several areas. Where we probably will not see growth is in Europe and if there is an orderly, as I said, an orderly resolution in Europe and a return of confidence, that would provide some upside against our current projections. So we expect to see a stronger profile in the U.S. and in our non-Europe international business at this point. Michael Meltz – JPMorgan: Okay. And then my last question. The – can you speak broadly about what’s in your guidance in terms of regulatory impact? I don’t know if there is any – it’s probably too early for any top line impact, but is there – where are regulatory costs trending year-on-year in 2012, please?

Yeah. While I would have hoped that we would have stabilized the incremental increase in costs associated with regulation and compliance in 2012, I don’t think that that’s the central case at this point. I think we are going to have incremental compliance and regulatory expense again this year. I think it will be less than we were forecasting for last year, so perhaps in the $10 million to $15 million range as opposed to the $15 million to $25 million range that we were talking about last year.

And, Michael, a caution on that would be we can’t forecast CRA 3, obviously, but we would see that the earliest that would come into effect is fourth quarter of 2012, but that’s probably a 2013 matter for the most part. Michael Meltz – JPMorgan: Okay. Thank you for your time.

Thank you.

Thank you. And Doug Arthur with Evercore. Douglas Arthur – Evercore: Yeah, Ray, I just wanted to follow-up on your expectation for flat non – I believe it’s for flat non-U.S. ratings revenue growth in 2012, I think you started to answer that in the last question. Is that mostly because of caution on the European situation?

Yes. That is the big driver of our expectations on the international ratings side, the European situation. We do expect to see growth in other international, Asia, Latin America. Douglas Arthur – Evercore: Because this – I mean you got several boosts to that business in 2011, one you mentioned on the structured side, which lasted longer than expected. The other boost seemingly was from the sort of slow, inevitable move towards disintermediation where more companies are now getting ratings that previously were dependent on bank loan financing and they’re now worried about that pipeline or access. So is that – you don’t expect that to continue or is it going to level off?

We do expect the disintermediation trend to continue. That I believe is a long-term, secular trend, not only for Europe, but elsewhere internationally. For 2012, the – we think that both the structured finance business internationally and the financial institutions business internationally are going to be down and the principal reason in both cases is because of our expectations for Europe. So we expect to have a decline in European financial institution revenue and European structured finance revenue compared to 2011. But we expect to have that in both cases largely offset by growth in the U.S. Douglas Arthur – Evercore: Okay. Thank you.

And Craig Huber with Huber Research Partners, your line is now open. Craig Huber – Huber Research Partners: Yes. Hi. A couple things. First, can you update us on the CalPERS, Abu Dhabi court cases first?

Yeah. Sure, Craig. The – starting with the CalPERS case, I think as you know that the second part of the anti-SLAPP motion was decided earlier in the year. And while we won the first part of the motion, we lost on the second part of the motion, which allows CalPERS to proceed with some discovery. What’s unusual about this is that this decision is immediately appealable and we will be doing so and the case will be stayed until that appeal has been determined. With respect to Abu Dhabi, discovery was completed in December and we filed a motion for summary judgment in January in that case. Craig Huber – Huber Research Partners: Okay. Then a housekeeping question here. Linda, can you break down, on a percentage basis, transaction versus non-transaction related revenues within structured finance, corporate financial and PPIF, please? I have a follow up.

Yes, sure. For the fourth quarter 2011, Craig, for the rating agency, first let me go through CFG, transaction was 65% and relationship was 35%; for structured, 54% transaction and 46% relationship; FIG, 23% transaction, 77% relationship; PPIF, 60% transaction, 40% relationship; rating agency as a whole was 54%, 46%; and total for Moody’s Analytics, 26% transaction, 74% relationship; the balance for the company, 44% transaction and 56% relationship. Craig Huber – Huber Research Partners: I’m sorry, did I miss the corporate line there?

If you did, it’s 65%, 35% transaction and relationship. Craig Huber – Huber Research Partners: Okay. And then the other housekeeping question I’d like to ask, can you break down the percentages by sub segment within the same four, if you would, ABS versus RMBS, CREF, derivatives and just the other three areas, too, please?

Yes. Craig Huber – Huber Research Partners: Thank you.

For Corporate, the revenue split for fourth quarter 2011 were as follows: investment grade was 25% of the revenue, high yield 11% of the revenue, bank loans 15% and other was 49%. For structured, for the fourth quarter of 2011, ABS was 34%, RMBS 27%, commercial real estate 17% and derivatives 23%. Going on to financial institutions, banking was 71% of revenue in the fourth quarter, insurance was 24% and managed investments were 6%. And then finally for PPIF for the fourth quarter, public finance and sovereign were 52% of revenue, munis 8%, project and infrastructure 39%. Craig Huber – Huber Research Partners: Appreciate that. And then also can you talk about these two acquisitions a little bit further, what we should expect, I mean can you size them for us for this new year and also what the D&A impact is for 2012?

Sure Craig. I’ll give you the total D&A number first and let Mark get warmed up to explain the acquisitions that we’ve done because I think as a group we feel the analyst community is a little bit light on what we’re trying to accomplish here. The D&A number you should use for 2012 going to be about $100 million. Some of that obviously is partially due to these acquisitions and partially because we’re bringing some more systems online. And with that, I’ll turn it over to Mark and he’ll give you details.

Sure. Craig, just to give you a sense of what we’re doing, as Ray described, we acquired Copal Partners in November and that’s I think an important extension of what we’re doing in the RD&A space. Copal serves substantially the same customer set that we serve with our research and our data and our other related services. So we see this as a very nice synergistic opportunity to expand our footprint with those customers. And then on the – with the Barrie & Hibbert acquisition that we closed in December, that’s just a market extension within the software business and it allows us to have a much more compelling offering for insurance companies and will let us take advantage of what we see as a very robust opportunity associated with the Solvency II and related regulations that are being imposed on insurance companies. So we see both of those as very nice fits with various parts of the Moody’s Analytics business. In terms of the scale, I think we’d indicated before that about half of our revenue growth in 2011 was organic and about half was from acquisitions that we made, primarily the CSI acquisition that we made in late 2010. And that can – that’ll be – those proportions will be the same, roughly the same in 2012. So again, you should expect that about half of our revenue growth in 2012 will be organic and about half from these recently acquired businesses. Craig Huber – Huber Research Partners: And then lastly, if I could slip one more in here. Ray, your optimism for PPIF for 2012, up low-teens, I think you said in your press release, obviously 2011 was up about 2% give or take for your company. Is part of it just making up for that, but also is this the way the calendar falls for the debt maturity to that area 2012 give you the optimism or is there something else going on?

No. I would say the only thing I would add to how you’ve already sized it up, Craig, is that remember early last year there was a pretty significant concern around the public finance sector, the municipal sector here in the U.S. and so we had relatively light performance in U.S. municipals early in the year, which we do not expect to be replayed this year. Other than that, it’s really the global infrastructure story, which is going to be supporting the growth in that business. Craig Huber – Huber Research Partners: Great. Thank you.

Thank you, sir. (Operator Instructions) And we’ll now go to Edward Atorino with Benchmark. Edward Atorino – Benchmark: I apologize, would you repeat the cost question, was it $40 million and then throughout the year up?

Sure. Ed, I assume you’re talking about what’s the 2012 -? Edward Atorino – Benchmark: Right.

Okay, yeah I ask that everybody – Edward Atorino – Benchmark: $370 million and –

$370 million and then ramp it up $40 million to get to the fourth quarter. Edward Atorino – Benchmark: Okay. Thanks.

Sure.

Thanks, Ed.

Thank you. And Michael Meltz with JPMorgan. Michael Meltz – JPMorgan: Hey. I just wanted one clarification. Linda, I think you just helped us on the cost side here, so you’re saying D&A is going to be up $20-something million year-over-year. That’s about a 100 bps to the margin. Correct?

Yes. Michael Meltz – JPMorgan: Okay. And what about on – when we think about free cash flow, how’s CapEx going to trend in 2012 versus 2011?

Hang on a second. Let me get that for you. I think CapEx for 2011, you probably want to use $60 million to $70 million, Michael. Michael Meltz – JPMorgan: Okay. Thank you very much.

Sure.

Thank you. And we have no additional questions at this time. I would like to turn the floor back over to our presenters for any additional or closing remarks.

I just want to thank everyone for joining the call today and we look forward to speaking to you again in April. Thank you.

Thank you. Ladies and gentlemen, that does conclude today’s conference. We thank you for your participation and have a great rest of your day.