1295172--3/31/2008--RiskMetrics_Group

related topics

{system, service, information}

{stock, price, share}

{regulation, change, law}

{condition, economic, financial}

{operation, international, foreign}

{product, liability, claim}

{cost, operation, labor}

{personnel, key, retain}

{loss, insurance, financial}

{product, candidate, development}

{acquisition, growth, future}

{product, market, service}

We may experience difficulty in completing the integration of our acquisitions of ISS and CFRA into our operations, and we may not realize the anticipated benefits of the acquisitions. We have incurred significant indebtedness which could affect our ability to finance our operations, pursue desirable business opportunities or successfully run our businesses in the future. We require highly trained and skilled management and other key employees to maintain and expand our analytical models, proxy voting recommendations and other important aspects of our product and service offerings. We face competition that may cause price reductions or loss of market share. Our ability to compete, succeed and generate profits depends, in part, on our ability to obtain data from third-party vendors on commercially reasonable terms. Any perceived conflicts of interest resulting from providing products and services to institutional investors in addition to proxy voting recommendations, or providing products and services to corporations which are the subject of our proxy recommendations or other analytical products and services could harm our reputation and business. Our businesses rely heavily on electronic delivery systems and the Internet and any failures, disruptions or slowdowns may adversely affect our ability to serve our clients. Our revenues and earnings depend substantially upon conditions in the financial services industry, and a significant or prolonged downturn in the financial services industry could decrease demand for our products and services. Changes in the legislative, regulatory and corporate environments in which our clients operate may adversely impact our financial results. Changes in government regulations relating to our business could materially adversely affect our financial condition or results of operations. Our products and services support the proxy voting and risk analysis processes of clients. Consequently, we may be exposed to potential liability claims brought by our clients or third parties as a result of the operational failure of our products and services. Any failure to ensure and protect the confidentiality of client data could adversely affect our reputation and have a material adverse effect on our business, financial condition or results of operations. We have engaged in hedging transactions and may engage in other hedging transactions which involve risks that could have a materially adverse effect on our financial condition or results of operations. Operations outside the United States involve certain risks which may adversely affect our ability to grow our business outside the United States. There has been no prior public market for our common stock, the initial public offering price of our common stock was determined through negotiations between us and the representatives of the underwriters and an active trading market in our stock may not develop or be sustained. Future sales of shares of our common stock by our affiliates and other stockholders or by us may adversely affect the price and the future exercise of options may lower the price of shares of our common stock.

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1295172--3/31/2008--RiskMetrics_Group_Inc