NOTE 16

CAPITAL STOCK

Authorized Capital Stock

The total number of shares of all classes of stock that the Company has authority to issue under its Restated Certificate of Incorporation is 1.02 billion shares with a par value of $0.01, of which 1.0 billion are shares of common stock, 10.0 million are shares of preferred stock and 10.0 million are shares of series common stock. The preferred stock and series common stock can be issued with varying terms, as determined by the Board.

Share Repurchase Program

The Company implemented a systematic share repurchase program in the third quarter of 2005 through an SEC Rule 10b5-1 program. Moody's may also purchase opportunistically when conditions warrant. On July 30, 2007, the Board of the Company authorized a $2.0 billion share repurchase program, which the Company began utilizing in January 2008. There is no established expiration date for the remaining authorization. The Company's intent is to return capital to shareholders in a way that serves their long-term interests. As a result, Moody's share repurchase activity will continue to vary from quarter to quarter.

During 2011, Moody's repurchased 11.0 million shares of its common stock under the aforementioned July 30, 2007 authorization, and issued 2.9 million shares under employee stock-based compensation plans.

Dividends

During the years ended December 31, 2011, 2010 and 2009, the Company paid dividends of:


	Dividends Paid Per Share
	Year ended December 31,

	2011		2010		2009
First quarter	$	0.115	$	0.105	$	0.10
Second quarter		0.14		0.105		0.10
Third quarter		0.14		0.105		0.10
Fourth quarter		0.14		0.105		0.10

Year ended December 31,	$	0.535	$	0.42	$	0.40

On December 13, 2011, the Board of the Company approved the declaration of a quarterly dividend of $0.16 per share of Moody's common stock, payable on March 10, 2012 to shareholders of record at the close of business on February 20, 2012. The continued payment of dividends at the rate noted above, or at all, is subject to the discretion of the Board.