Item 1A. Risk Factors

There have been no material changes from the significant risk factors and uncertainties previously disclosed under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2020, that if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

MOODY'S PURCHASES OF EQUITY SECURITIES

For the three months ended September 30, 2021


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet be Purchased Under the Program(2)
July 1- 31	283,386	$	374.04	277,547	$	1,224	million
August 1- 31	56,345	$	377.98	55,636	$	1,203	million
September 1- 30	1,076	$	—	—	$	1,203	million
Total	340,807	$	374.70	333,183

(1)Includes surrender to the Company of 5,839; 709; and 1,076 shares of common stock in July, August and September, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(2)As of the last day of each of the months. On December 16, 2019, the Board authorized $1 billion in share repurchase authority and on February 9, 2021, the Board approved an additional $1 billion in share repurchase authority. At September 30, 2021 there was approximately $1,203 million of combined share repurchase authority remaining. There is no established expiration date for the remaining authorization.

During the third quarter of 2021, Moody’s issued a net 54 thousand shares under employee stock-based compensation plans.

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