MSCI (MSCI) risk factors, FY2025 10-K

MSCI's FY2025 10-K, filed Feb 06, 2026, lists 31 risk factors in 5 groups. Against the prior year's 29: 6 new, 4 dropped, 17 substantially reworded.

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Risk factors listed
315 groups
New this year
6vs 29 last year
Dropped
4since the prior 10-K
Substantially reworded
17of those kept
Section length
15k wordsItem 1A

What the changes say

  • MSCI expanded risk disclosures around artificial intelligence governance and infrastructure.
  • New details address regulatory timelines for ESG ratings in the EU and UK.
  • Additional risks cover foreign currency derivatives and credit facility covenants.

What changed since the prior 10-K

New

  • NewTechnology Risks

    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, financial condition or results of operations

    IT system outages, cyber-attacks, or natural disasters could disrupt MSCI's product delivery and data centers for extended periods.

  • NewTechnology Risks

    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 rapid evolution of AI capabilities and risks

    MSCI's governance frameworks may fail to keep pace with rapid AI developments and evolving global regulations.

  • NewTechnology Risks

    investment trends. Such changes could decrease the use of our products and services which could have a material adverse effect on our business, financial condition or results of operations

    Global economic uncertainty, trade policy changes, and tariffs could reduce client demand for MSCI's investment products and indices.

  • NewFinancial Risks

    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

    Unhedged foreign currency forward contracts and international exchange rate fluctuations could adversely impact results of operations.

  • NewFinancial Risks

    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

    A downgrade in credit ratings could negatively affect liquidity through a springing minimum interest coverage ratio in MSCI's revolving credit facility.

  • NewGeneral Risks

    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 partners is diminished

    Executing multiple acquisitions or strategic partnerships within a short period could increase integration challenges and operational disruptions.

Dropped

  • DroppedTechnology Risks

    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

  • DroppedTechnology Risks

    unexpected or higher than estimated costs. We may also incur additional costs as we enhance and refine our internal processes and IT controls, policies, and procedures

  • DroppedTechnology Risks

    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 also on our reputation

  • DroppedLegal and Regulatory Risks

    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

Reworded

  • 93% rewrittenTechnology Risks

    Strategy and Growth Risks

    Added specific mentions of trade policy changes and geopolitical conflicts like the Middle East and Russia-Ukraine to economic risk factors.

  • 80% rewrittenLegal and Regulatory Risks

    Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in markets or securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition

    Specified concrete regulatory timelines, noting the EU ESG regulation becomes effective in July 2026 and the UK adopts legislation in June 2028.

    Was: Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition

  • 71% rewrittenFinancial Risks

    Our revenues, expenses, assets and liabilities are subject to foreign currency exchange rate fluctuation risk, which could have a material adverse effect on our business, financial condition or results of operations

    Split foreign currency exchange rate fluctuation details into a separate risk factor on derivatives and international activities.

  • 63% rewrittenTechnology Risks

    Cyber-attacks or other security incidents and the failure of security plans, systems and procedures could have a material adverse effect on our business, financial condition or results of operations

    Added deepfake attacks and risks exacerbated by AI technologies to cybersecurity threats.

  • 63% rewrittenTechnology Risks

    Issues related to the use of AI and development of AI-related solutions could result in reputational harm, competitive harm, regulatory scrutiny or legal liability, and could have a material adverse effect on our business, financial condition or results of operations

    Refined AI risk disclosure regarding the integration of generative AI technologies into products and operations.

    Was: Issues related to the use and development of AI could result in reputational harm, competitive harm, regulatory scrutiny or legal liability, and could have a material adverse effect on our business, financial condition or results of operations

  • 59% rewrittenFinancial Risks

    A change in our credit ratings could materially adversely affect our financial condition

    Added a reference to the credit agreement governing the revolving credit facility in relation to credit ratings.

  • 58% rewrittenTechnology Risks

    Our global presence and operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations

    Expanded global footprint risks to explicitly include meeting regulatory obligations and expanding sales activities.

    Was: Our global operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations

  • 44% rewrittenTechnology Risks

    To remain competitive, we must successfully develop new and enhanced products and services and effectively manage product transitions and integrations. Our failure to do so may materially adversely affect our business, financial condition or results of operations

    Minor phrasing update regarding new product development and market standards acceptance.

  • 39% rewrittenGeneral Risks

    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

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

  • 36% rewrittenGeneral Risks

    If we are unable to successfully identify, execute and realize expected returns or synergies from acquisitions or strategic partnerships or investments, our financial results may be materially adversely affected

  • 33% rewrittenFinancial Risks

    We may have exposure to tax liabilities in various jurisdictions. Future changes in tax law could materially affect our tax obligations and effective tax rate, which could have a material adverse effect on our business, financial condition or results of operations

  • 33% rewrittenLegal and Regulatory Risks

    Failure to comply with laws, rules or regulations, or the introduction of new or revised laws, rules or regulations could materially adversely affect our business, financial condition or results of operations

  • 29% rewrittenOperational Risks

    MSCI is exposed to potential reputational and credibility concerns, which could have a material adverse effect on our business, financial condition or results of operations

  • 24% rewrittenTechnology Risks

    Any failure to ensure and protect the confidentiality of data could have a material adverse effect on our business, financial condition or results of operations

  • 23% rewrittenGeneral Risks

    We may be exposed to liabilities as a result of failure to comply with laws and regulations relating to our global presence and operations, including anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business

    Was: We may be exposed to liabilities as a result of failure to comply with laws and regulations relating to our global operations, including anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business

  • 23% rewrittenTechnology Risks

    Competition and financial and budgetary pressures affecting clients may cause price reductions or loss of market share, which may materially adversely affect our business, financial condition or results of operations

  • 22% rewrittenOperational Risks

    If our products contain undetected errors or fail to perform properly due to defects, malfunctions or similar problems, we may face increased costs or liability, which could have a material adverse effect on our business, financial condition or results of operations

All 31 risk factors

Headings as the filing states them, in filing order.

Operational Risks

  1. 01If our products contain undetected errors or fail to perform properly due to defects, malfunctions or similar problems, we may face increased costs or liability, which could have a material adverse effect on our business, financial condition or results of operations22% rewritten
  2. 02MSCI is exposed to potential reputational and credibility concerns, which could have a material adverse effect on our business, financial condition or results of operations29% rewritten
  3. 03Cancellations or reductions by our clients could have a material adverse effect on our business, financial condition or results of operations
  4. 04Our clients may become more self-sufficient, which may reduce demand for our products or services and materially adversely affect our business, financial condition or results of operations
  5. 05Complex relationships with clients, competitors, investors and distributors could have a material adverse effect on our business, financial condition or results of operations

Technology Risks

  1. 06cause 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, financial condition or results of operationsNew
  2. 07Any failure to ensure and protect the confidentiality of data could have a material adverse effect on our business, financial condition or results of operations24% rewritten
  3. 08Cyber-attacks or other security incidents and the failure of security plans, systems and procedures could have a material adverse effect on our business, financial condition or results of operations63% rewritten
  4. 09Issues related to the use of AI and development of AI-related solutions could result in reputational harm, competitive harm, regulatory scrutiny or legal liability, and could have a material adverse effect on our business, financial condition or results of operations63% rewritten
  5. 10We 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 rapid evolution of AI capabilities and risksNew
  6. 11Strategy and Growth Risks93% rewritten
  7. 12investment trends. Such changes could decrease the use of our products and services which could have a material adverse effect on our business, financial condition or results of operationsNew
  8. 13Competition and financial and budgetary pressures affecting clients may cause price reductions or loss of market share, which may materially adversely affect our business, financial condition or results of operations23% rewritten
  9. 14To remain competitive, we must successfully develop new and enhanced products and services and effectively manage product transitions and integrations. Our failure to do so may materially adversely affect our business, financial condition or results of operations44% rewritten
  10. 15Our global presence and operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations58% rewritten

Legal and Regulatory Risks

  1. 16Failure to comply with laws, rules or regulations, or the introduction of new or revised laws, rules or regulations could materially adversely affect our business, financial condition or results of operations33% rewritten
  2. 17Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in markets or securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition80% rewritten

Financial Risks

  1. 18Our revenues, expenses, assets and liabilities are subject to foreign currency exchange rate fluctuation risk, which could have a material adverse effect on our business, financial condition or results of operations71% rewritten
  2. 19indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange ratesNew
  3. 20Our 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
  4. 21A change in our credit ratings could materially adversely affect our financial condition59% rewritten
  5. 22revolving credit facility includes a springing minimum interest coverage ratio, tested only during any period in which we do not maintain specified investment grade credit ratingsNew
  6. 23We may have exposure to tax liabilities in various jurisdictions. Future changes in tax law could materially affect our tax obligations and effective tax rate, which could have a material adverse effect on our business, financial condition or results of operations33% rewritten

General Risks

  1. 24Our business performance might not be sufficient for us to meet the full-year financial guidance or long-term targets that we provide publicly. Failure to meet our financial guidance or long-term targets could have a material adverse effect on our business, financial condition or results of operations
  2. 25Our growth and profitability may not continue at the same rate as we have experienced in the past for several reasons, including if our operating costs are higher than expected, which could have a material adverse effect on our business, financial condition or results of operations
  3. 26We may be exposed to liabilities as a result of failure to comply with laws and regulations relating to our global presence and operations, including anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business23% rewritten
  4. 27If we are unable to successfully identify, execute and realize expected returns or synergies from acquisitions or strategic partnerships or investments, our financial results may be materially adversely affected36% rewritten
  5. 28disrupt 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 partners is diminishedNew
  6. 29Our goodwill and other intangible assets resulting from our acquisitions could be impaired as a result of future business conditions, requiring us to record substantial write-downs that would reduce our operating income and materially adversely affect our financial condition
  7. 30If 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 affected39% rewritten
  8. 31We cannot provide any guarantee that we will continue to repurchase shares of our common stock pursuant to our share repurchase program

Other MSCI 10-Ks

  • FY2024 10-K risk factors
    29 risks

    MSCI relies heavily on key clients like BlackRock, which generated 10.2 percent of 2024 operating revenues. The company faces significant regulatory scrutiny across index and ESG products, alongside competitive pressure and client self-sufficiency risks. Cybersecurity, data confidentiality, and technology migration vulnerabilities threaten operational continuity.

    Filed Feb 07, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.