MSCI (MSCI) Risk Factor Changes

Share repurchases are a component of our capital return strategy, which we fund with free operating cash flow and borrowings.

We cannot provide any guarantee that we will continue to repurchase shares of our common stock pursuant to our share repurchase program.

Rising compensation expenses could also adversely affect our ability to attract and retain high-quality employees.

We compete for talent across industries, including technology, engineering and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work, including w…

Our success depends on the knowledge, skills, experience and abilities of our employees, particularly our executives and other key personnel.

If we fail to attract, develop or retain the necessary talent, including through our compensation programs, our business, financial condition or results of operations could be materially adversely affected.

Our ability to achieve the expected returns or synergies from our acquisitions, strategic partnerships and investments depends, in part, on our ability to successfully integrate offerings, data, technology, functions…

Our existing safeguards and policies and any future improvements may prove to be less than fully effective, and our employees or agents may engage in conduct for which we might be held responsible.

We are subject to complex laws and regulations that are applicable to our global presence and operations, such as laws and regulations governing economic and trade sanctions, embargoes, anti-boycott restrictions and a…

Revising financial guidance or long-term targets, or failing to meet the financial guidance or achieve the long-term targets that we provide, may negatively affect investor confidence, leading to volatility in the mar…

We are regularly under audit by tax authorities.

Changes in tax laws could negatively impact our overall effective tax rate.

Any borrowings under the Revolving Credit Facility under our Credit Agreement are primarily based on the Secured Overnight Financing Rate (“SOFR”), and certain factors may impact SOFR, including factors causing SOFR t…

Furthermore, the terms of our debt agreements include restrictive covenants that limit, among other things, our and our existing and future subsidiaries’ financial flexibility.

We are subject to foreign currency exchange rate fluctuation risk.

Courts in different jurisdictions have held whether issuers of indexed investment products must obtain a license from the index owner in various scenarios.

Pursuing intellectual property claims to preserve our intellectual property rights or responding to intellectual property claims, regardless of merit, can be costly, time-consuming, and uncertain.

There is no guarantee that any intellectual property rights that we may obtain will protect our competitive advantages, nor is there any assurance that our competitors will not infringe upon our rights, including thro…

Intellectual property laws in various jurisdictions are subject to change or varying interpretations at any time and could further restrict our ability to protect our intellectual property rights.

ESG ratings and data providers by politicians, regulators, policymakers and the media.

Our ability to comply with applicable laws and regulations depends on maintaining an effective compliance program, which can be time-consuming and costly, as well as on our ability to attract and retain qualified comp…

•The UK has adopted separate legislation to regulate ESG ratings providers beginning in June 2028, the requirements of which are still being developed.

Globally, the benchmark industry faces heightened scrutiny and potential new regulations.

The regulations and regulatory considerations that most significantly impact us are described below:

The laws and regulations in many countries applicable to our business are uncertain and evolving, and it may be difficult or costly for us to determine and remain compliant with the exact requirements of local laws in…

Our global presence and operations and our ability to deliver our products and services to our clients also expose us to political, economic, legal, regulatory, operational, reputational, franchise and other risks res…

Our global presence and operations and any future expansion are expected to continue to place significant demands on our personnel, management and other resources, and there can be no assurance that we will effectivel…

The increased presence of AI in the market could also lead to increased expectations from clients and market participants regarding the quality, features, timeliness and use cases of our products and services.

The process of enhancing existing, and developing new, products and services and expanding our offerings to new client types is complex and may become increasingly complex and expensive in the future, including due to…

through third-party platforms; collect, organize, analyze and protect large amounts of information to generate insights; and effectively generate client demand for new and enhanced products and services.

We may experience pressures to reduce our fees, prolonged selling and renewal cycles, reduced client spending and increased cancellation rates on account of financial and budgetary pressures affecting our clients, inc…

Barriers to entry may be low or declining in many markets, including for single-purpose product companies, supporting new competitors.

Competition exists across all markets for our products and services.

Our business is impacted by economic conditions, including economic uncertainty, market downturns and volatility in the global capital markets and evolving investment trends (including volatility and trends resulting…

investment trends.

Our business may be affected by changes in economic conditions and the global capital markets, including those resulting from geopolitical events, trade policy changes, adverse equity market conditions, volatility in…

AI technologies are subject to an evolving and fragmented legal and regulatory landscape.

The use of AI may involve third-party information with unclear intellectual property rights or interests.

We currently incorporate, and expect to continue to incorporate, AI technologies, including generative AI, into our products and operations, and these uses of AI may become significantly more important over time.

We rely on open source code to develop software and to incorporate it in our products and internal systems.

In the past, we have experienced interruptions and delays in the performance and delivery of certain products, including after we migrated applications and infrastructure to new data centers or other network infrastru…

Our security measures or those of our third-party providers may prove insufficient.

We may be exposed to more targeted and more sophisticated cyber-attacks and other security incidents because of our role or prominence in the global marketplace, including our handling of client portfolio data, the co…

and our vendors and service providers are subject to security risks, including cyber-attacks and other security incidents, such as phishing scams or other social engineering attacks, deepfake attacks, hacking, tamperi…

If our processes, confidentiality policies, conflict of interest policies or information barrier procedures fail or are insufficient, including as a result of intentional or unintentional human error, manual process f…

There is no assurance that we will be able to successfully defend against such disruptions or that our disaster recovery or business continuity plans, or those of our third-party service providers (including cloud pro…

Disruptions, failures, or slowdowns in our operations, or those of our third-party vendors and service providers, could reduce confidence in our products and services, damage our brand and reputation, result in litiga…

cause our products or services to be unavailable or fail and impose delays or additional costs, or impose conditions or restrictions on our products or services and have a material adverse effect on our business, fina…

Any failures, disruptions, instability or vulnerabilities in our information technology architecture, platforms, vendors and service providers, production and delivery systems, software, code, networks, the internet o…

Some of our products also relate to these parties.

A material portion of our revenues is concentrated in some of our largest clients.

In addition, increased regulatory and political focus on ESG and climate-related investment considerations has impacted our clients.

In some cases, our offerings may insert MSCI into a public spotlight or a public debate regarding investment trends and practices; environmental, social or political issues; geopolitical matters; or corporate governan…

To the extent that any of MSCI’s operating segments, product lines or MSCI as a whole suffers a reputational or other loss in credibility, it could have a material adverse effect on our business, financial condition o…

We also rely on third-party vendors, including some competitors, to distribute our data to clients.

Despite our efforts to comply with the licensing requirements of Vendor Products, there can be no assurance that third parties will not challenge our use, which could result in increased acquisition or licensing costs…

Some of our agreements with third-party suppliers allow them to cancel on short notice, and from time to time we receive notices from third-party suppliers threatening to terminate the provision of their products or s…

suspension or other loss of key third-party data, applications or services; a decline in the accuracy or quality of such data, applications or services; or any failure by us to comply with our suppliers’ or distributo…

We are dependent on third parties to supply data, applications and services for our products and services and are dependent on certain vendors to distribute our products.

•Failure to attract, develop or retain talent.

•Our exposure to tax liabilities in various jurisdictions; and

•The impact of changes in our credit ratings;

•The impact of our indebtedness on our cash flows and financial flexibility;

•Failure to successfully develop new and enhanced products and services;

•Undetected errors, defects, malfunctions or similar problems;

personnel, the quality of our products and services as well as our ability to support and retain our clients and achieve business objectives may suffer.

corruption laws, may result in severe criminal or civil sanctions and penalties, damage our brand and reputation and subject us to other liabilities which could have a material adverse effect on our business, financia…

In addition, our debt covenants contain certain obligations that are triggered by a change in our credit rating, including obligations to make repurchase offers to the noteholders of our senior unsecured notes (the “S…

remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

the extent that our clients are subject to increased regulation, we may be indirectly impacted, leading to higher costs that could reduce the profitability of certain products.

In the U.S., the SEC has sought public comment on the role of certain third-party information providers to the asset management industry, including index providers and model providers, and whether information provider…

•Investment Advisers Act.

For example, the EU Benchmark Regulation (“EU BMR”) and UK Benchmarks Regulation (“UK BMR”) impose distinct requirements.

consistent internal policies and procedures across our offices and remain in compliance with local laws in a particular market could have a significant and negative effect not only on our businesses in that market but…

We may experience pressures to reduce our fees, prolonged selling and renewal cycles, reduced client spending and increased cancellation rates on account of financial and budgetary pressures affecting our clients, inc…

implicate confidential or personal information (e.g., propriety, third-party, employee or client information).

unexpected or higher than estimated costs.

not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.

are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so.

Despite internal testing and in some cases testing or use by clients, our products or services have contained, and in the future may contain, errors in our or third-party data, calculations, methodologies or analysis,…

be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our shares.

disrupt our operations, or increase our reliance on third parties, which may result in future disruptions if those partnerships are unsuccessful or discontinued or the content or level of support provided by strategic…

reputation and credibility with investors, analysts and other stakeholders, potentially impacting our access to capital markets or increasing our cost of capital.

revolving credit facility includes a springing minimum interest coverage ratio, tested only during any period in which we do not maintain specified investment grade credit ratings.

Our indebtedness could materially adversely affect our cash flows and financial flexibility, which could have a material adverse effect on our business, financial condition or results of operations.

indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange rates.

Because the financial services industry is highly regulated, we could become subject to other existing or new regulatory frameworks in the jurisdictions where we operate, which could increase our costs and risks, requ…

•Advisory Services.

•ESG Ratings.

For example, the EU Benchmark Regulation (“EU BMR”) and UK Benchmarks Regulation (“UK BMR”) impose distinct requirements.

We operate in highly competitive markets that continually change to meet client needs.

We have adopted principles and governance frameworks designed to support responsible use, data protection and risk management, but these may prove insufficient to prevent harmful outcomes or may not keep pace with the…

The models underlying our use of AI technologies may be incorrectly or inadequately designed or implemented.

Competitors and new market entrants may use AI to develop products that compete with our offerings at lower price points, with faster time-to-market or with additional or better capabilities, which could impair our ab…

divert resources.

Our use of open source code could introduce security vulnerabilities, impose delays or costs, result in litigation or impose conditions or restrictions on our ability to commercialize our products or services.

Our operations rely on the secure collection, retrieval, storage, transmission and other processing of confidential, sensitive, proprietary and other types of data and information that is managed internally and with t…

Despite internal testing and in some cases testing or use by clients, our products or services have contained, and in the future may contain, errors in our, third-party or client-provided data, calculations, methodolo…