Item 16. Form 10-K Summary

| --- | --- |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MSCI INC.
By:		/S/ HENRY A. FERNANDEZ
		Name:		Henry A. Fernandez
		Title:		Chairman, Chief Executive Officer and President

Date: February 24, 2017

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kathleen A. Winters, Frederick W. Bogdan and Cecilia Aza, and each or any one of them, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in the capacities indicated below, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming his or her signatures as they may be signed by his or her said attorneys-in-fact and agents, or their substitute or substitutes, to any and all amendments to this Annual Report on Form 10-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/S/ HENRY A. FERNANDEZ		Chairman, Chief Executive Officer, and		February 24, 2017
Henry A. Fernandez		President (principal executive officer)
/S/ KATHLEEN A. WINTERS		Chief Financial Officer		February 24, 2017
Kathleen A. Winters		(principal financial officer)
/S/ RICHARD J. NAPOLITANO		Global Controller		February 24, 2017
Richard J. Napolitano		(principal accounting officer)
/S/ ROBERT G. ASHE		Director		February 24, 2017
Robert G. Ashe
/S/ BENJAMIN F. DUPONT		Director		February 24, 2017
Benjamin F. duPont
/S/ WAYNE EDMUNDS		Director		February 24, 2017
Wayne Edmunds
/S/ ALICE W. HANDY		Director		February 24, 2017
Alice W. Handy
/S/ CATHERINE R. KINNEY		Director		February 24, 2017
Catherine R. Kinney
/S/ WENDY E. LANE		Director		February 24, 2017
Wendy E. Lane

/S/ LINDA H. RIEFLER		Director		February 24, 2017
Linda H. Riefler
/S/ GEORGE W. SIGULER		Director		February 24, 2017
George W. Siguler
/S/ PATRICK TIERNEY		Director		February 24, 2017
Patrick Tierney
/S/ RODOLPHE M. VALLEE		Director		February 24, 2017
Rodolphe M. Vallee

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Financial Condition as of December 31, 2016 and December 31, 2015		F-3
Consolidated Statements of Income for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014		F-4
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014		F-5
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of MSCI Inc.

In our opinion, the accompanying consolidated statements of financial condition and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of MSCI Inc. and its subsidiaries at December 31, 2016 and December 31, 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report On Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 24, 2017

F-2

MSCI INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

		As of
		December 31,				December 31,
		2016				2015
		(In thousands, except per share and share data)
ASSETS
Current assets:
Cash and cash equivalents		$	791,834			$	777,706
Accounts receivable (net of allowances of $1,035 and $1,117 at December 31, 2016 and December 31, 2015, respectively)			221,504				208,239
Prepaid income taxes			12,389				46,115
Prepaid and other assets			29,943				31,211
Total current assets			1,055,670				1,063,271
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $136,841 and $114,680 at December 31, 2016 and December 31, 2015, respectively)			95,585				98,926
Goodwill			1,555,850				1,565,621
Intangible assets (net of accumulated amortization of $462,860 and $418,512 at December 31, 2016 and December 31, 2015, respectively)			347,640				391,490
Deferred tax assets			9,531				9,180
Other non-current assets			18,302				18,499
Total assets		$	3,082,578			$	3,146,987
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	568			$	2,512
Accrued compensation and related benefits			119,113				116,619
Other accrued liabilities			82,531				61,433
Deferred revenue			334,358				317,552
Total current liabilities			536,570				498,116
Long-term debt			2,075,201				1,579,404
Deferred taxes			94,067				110,937
Other non-current liabilities			59,135				57,043
Total liabilities			2,764,973				2,245,500
Commitments and Contingencies (see Note 4 and Note 8)
Shareholders' equity:
Preferred Stock (par value $0.01, 100,000,000 share authorized, no shares issued)			—				—
Common stock (par value $0.01; 750,000,000 common shares authorized; 128,996,344 and 128,200,189 common shares issued and 91,279,590 and 101,013,148 common shares outstanding at December 31, 2016 and December 31, 2015, respectively)			1,290				1,282
Treasury shares, at cost (37,716,754 and 27,187,041 common shares held at December 31, 2016 and December 31, 2015, respectively)			(2,170,739	)			(1,395,695	)
Additional paid in capital			1,225,565				1,173,183
Retained earnings			1,322,224				1,158,462
Accumulated other comprehensive loss			(60,735	)			(35,745	)
Total shareholders' equity			317,605				901,487
Total liabilities and shareholders' equity		$	3,082,578			$	3,146,987

See Notes to Consolidated Financial Statements.

F-3

MSCI INC.

CONSOLIDATED STATEMENTS OF INCOME

		Years Ended
		December 31,				December 31,				December 31,
		2016					2015			2014
		(in thousands, except per share and share data)
Operating revenues		$	1,150,669			$	1,075,013			$	996,680
Operating expenses:
Cost of revenues			252,107				267,695				276,623
Selling and marketing			166,666				162,294				163,839
Research and development			75,204				77,320				71,095
General and administrative			87,235				86,007				76,369
Amortization of intangible assets			47,033				46,910				45,877
Depreciation and amortization of property, equipment and leasehold improvements			34,320				30,889				25,711
Total operating expenses			662,565				671,115				659,514
Operating income			488,104				403,898				337,166
Interest income			(2,906	)			(1,166	)			(851	)
Interest expense			101,651				62,387				31,820
Other expense (income)			3,421				(6,877	)			(2,141	)
Other expense (income), net			102,166				54,344				28,828
Income from continuing operations before provision for income taxes			385,938				349,554				308,338
Provision for income taxes			125,083				119,516				109,396
Income from continuing operations			260,855				230,038				198,942
Income (loss) from discontinued operations, net of income taxes			—				(6,390	)			85,171
Net income		$	260,855			$	223,648			$	284,113
Earnings per basic common share:
Earnings per basic common share from continuing operations		$	2.72			$	2.11			$	1.72
Earnings per basic common share from discontinued operations			—				(0.06	)			0.73
Earnings per basic common share		$	2.72			$	2.05			$	2.45
Earnings per diluted common share:
Earnings per diluted common share from continuing operations		$	2.70			$	2.09			$	1.70
Earnings per diluted common share from discontinued operations			—				(0.06	)			0.73
Earnings per diluted common share		$	2.70			$	2.03			$	2.43
Weighted average shares outstanding used in computing earnings per share:
Basic			95,986				109,124				115,737
Diluted			96,540				109,926				116,706
Dividend declared per common share		$	1.00			$	0.80			$	0.18

See Notes to Consolidated Financial Statements.

F-4

MSCI INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
		(in thousands)
Net income		$	260,855			$	223,648			$	284,113
Other comprehensive (loss) income:
Foreign currency translation adjustments			(24,871	)			(12,253	)			(18,053	)
Income tax effect			(714	)			135				(132	)
Foreign currency translation adjustments, net			(25,585	)			(12,118	)			(18,185	)
Pension and other post-retirement adjustments			660				1,872				(8,299	)
Income tax effect			(65	)			(528	)			2,163
Pension and other post-retirement adjustments, net			595				1,344				(6,136	)
Other comprehensive (loss) income, net of tax			(24,990	)			(10,774	)			(24,321	)
Comprehensive income		$	235,865			$	212,874			$	259,792

See Notes to Consolidated Financial Statements.

F-5

MSCI INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

																		Accumulated
										Additional								Other
		Common				Treasury				Paid-in				Retained				Comprehensive
		Stock				Stock				Capital				Earnings				Income (Loss)				Total
		(in thousands)
Balance at December 31, 2013		$	1,256			$	(268,391	)		$	1,073,157			$	758,975			$	(650	)		$	1,564,347
Net income															284,113								284,113
Dividends							(4	)							(20,393	)							(20,397	)
Other comprehensive income (loss), net of tax																			(24,321	)			(24,321	)
Common stock issued			5																				5
Compensation payable in common stock and options											26,553												26,553
Common stock repurchased and held in treasury							(319,651	)			(90,000	)											(409,651	)
Common stock issued to directors and held in treasury							(332	)															(332	)
Exercise of stock options			5								9,676												9,681
Excess tax benefits from employee stock incentive plans											2,835												2,835
Balance at December 31, 2014		$	1,266			$	(588,378	)		$	1,022,221			$	1,022,695			$	(24,971	)		$	1,432,833
Net income															223,648								223,648
Dividends											29				(87,881	)							(87,852	)
Other comprehensive income (loss), net of tax																			(10,774	)			(10,774	)
Common stock issued			6																				6
Compensation payable in common stock and options											25,963												25,963
Common stock repurchased and held in treasury							(806,782	)			90,000												(716,782	)
Common stock issued to directors and held in treasury							(535	)			29												(506	)
Exercise of stock options			10								19,688												19,698
Excess tax benefits from employee stock incentive plans											15,253												15,253
Balance at December 31, 2015		$	1,282			$	(1,395,695	)		$	1,173,183			$	1,158,462			$	(35,745	)		$	901,487
Net income															260,855								260,855
Dividends											34				(97,093	)							(97,059	)
Other comprehensive income (loss), net of tax																			(24,990	)			(24,990	)
Common stock issued			5																				5
Compensation payable in common stock and options											39,648												39,648
Common stock repurchased and held in treasury							(774,565	)															(774,565	)
Common stock issued to directors and held in treasury							(479	)			38												(441	)
Exercise of stock options			3								5,037												5,040
Excess tax benefits from employee stock incentive plans											7,625												7,625
Balance at December 31, 2016		$	1,290			$	(2,170,739	)		$	1,225,565			$	1,322,224			$	(60,735	)		$	317,605

See Notes to Consolidated Financial Statements.

F-6

MSCI INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
		(in thousands)
Cash flows from operating activities
Net income		$	260,855			$	223,648			$	284,113
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets			47,033				46,910				48,617
Stock-based compensation expense			32,001				28,558				26,585
Depreciation and amortization of property, equipment and leasehold improvements			34,320				30,889				25,930
Amortization of debt origination fees			3,068				2,135				7,748
Deferred taxes			(16,967	)			(10,288	)			(4,960	)
Amortization of discount on long-term debt			—				—				2,218
Excess tax benefits from share-based compensation			(7,625	)			(15,253	)			(2,835	)
Gain on disposition			(449	)			—				(84,620	)
Other non-cash adjustments			1,192				(2,067	)			1,847
Changes in assets and liabilities, net of the effect of acquisitions and dispositions:
Accounts receivable			(18,494	)			(30,900	)			(26,821	)
Prepaid income taxes			41,332				(1,972	)			(14,998	)
Prepaid and other assets			624				(1,217	)			(9,857	)
Accounts payable			(1,912	)			(298	)			2,128
Accrued compensation and related benefits			13,089				5,087				88
Other accrued liabilities			19,741				17,165				8,428
Deferred revenue			21,809				8,047				42,263
Other			5,121				5,550				(201	)
Net cash provided by operating activities			434,738				305,994				305,673
Cash flows from investing activities
Proceeds from sales of investments			—				6,736				—
Disposition, net of cash provided			657				—				362,811
Proceeds from the sale of capital equipment			—				55				22
Capital expenditures			(32,284	)			(40,652	)			(42,659	)
Capitalized software development costs			(10,344	)			(8,500	)			(8,216	)
Acquisitions, net of cash acquired			(60	)			(6,500	)			(14,921	)
Net cash used in investing activities			(42,031	)			(48,861	)			297,037
Cash flows from financing activities
Proceeds from borrowing			500,000				800,000				800,000
Excess tax benefits from share-based compensation			7,625				15,253				2,835
Proceeds from exercise of stock options			5,040				3,631				9,681
Repayment of long-term debt			—				—				(810,000	)
Repurchase of treasury shares			(774,565	)			(700,715	)			(409,651	)
Payment of dividends			(96,191	)			(87,743	)			(20,393	)
Payment of debt issuance costs in connection with debt			(7,183	)			(10,477	)			(14,800	)
Net cash (used in) provided by financing activities			(365,274	)			19,949				(442,328	)
Effect of exchange rate changes			(13,305	)			(8,175	)			(10,017	)
Net increase in cash			14,128				268,907				150,365
Cash and cash equivalents, beginning of period			777,706				508,799				358,434
Cash and cash equivalents, end of period		$	791,834			$	777,706			$	508,799
Supplemental disclosure of cash flow information:
Cash paid for interest		$	89,139			$	42,110			$	17,233
Cash paid for income taxes		$	97,845			$	129,534			$	120,419
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities		$	4,422			$	3,644			$	6,731
Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid		$	830			$	84			$	—

See Notes to Consolidated Financial Statements.

F-7

MSCI INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. INTRODUCTION AND BASIS OF PRESENTATION

Organization

MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), offers products and services to support the needs of institutional investors throughout their investment processes. The Company’s products and services include the development and production of indexes and analytical models; the provision of ratings and analysis that identify environmental, social and governance risks and opportunities and the analysis of real estate in both privately and publicly owned portfolios.

On March 17, 2014, MSCI Inc. entered into a definitive agreement to sell Institutional Shareholder Services Inc. (“ISS”). As a result, the Company reported the operating results of ISS in “Income (loss) from discontinued operations, net of income taxes” in the Consolidated Statements of Income for the years ended December 31, 2015 and 2014. Unless otherwise indicated, the disclosures accompanying these consolidated financial statements reflect the Company’s continuing operations. The Company completed the sale of ISS on April 30, 2014. See Note 12, “Dispositions and Discontinued Operations,” for further details.

Basis of Presentation

The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, of which the Company has none, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “Consolidations.” For investments in any entities in which the Company owns 20% or less of the outstanding voting stock and significant influence does not exist, such investments are carried at cost. As of December 31, 2016, the Company had no such investments.

The Company’s operating expenses are grouped and presented in the following activity categories: cost of revenues, selling and marketing, research and development and general and administrative. Costs are assigned to these activity categories based on the nature of the expense, or, when not directly attributable, an estimate is allocated based on the type of effort involved.

Cost of revenues consists of costs related to the production and servicing of the Company’s products and services and primarily include information technology costs associated with the production and delivery of its products and services, including data center, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support, maintain and rebalance existing products; costs of product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs.

Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales force and marketing teams as well as costs incurred in other groups associated with acquiring new business, including product management, research, technology and sales operations.

Research and development expenses consist of costs to develop new or enhance existing products and the costs to develop new or improved technology and service platforms for the delivery of our products and services and primarily includes the costs of application development, research, product management, project management and the technology support associated with supporting these efforts.

General and administrative expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.

F-8

Significant Accounting Policies

Basis of Financial Statements and Use of Estimates

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Inter-company balances and transactions are eliminated in consolidation.

Revenue Recognition

The Company applies SEC Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” in determining revenue recognition. Accordingly, the Company recognizes revenue when all the following criteria are met:

	•	the Company has persuasive evidence of a legally binding arrangement,

	•	delivery has occurred,

	•	client fee is deemed fixed or determinable, and

	•	collection is reasonably assured.

When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “Revenue Arrangements with Multiple Deliverables.” Under the provisions of ASC Subtopic 605-25, elements within a multi-deliverable arrangement should be considered separate units of accounting if both of the following criteria are met:

	•	the delivered items have value to the client on a standalone basis, which means they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and

	•	if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor.

The Company has signed contracts or agreements with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period.

The Company’s subscription agreements for hosted services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly, based on the Company’s best estimated sales price.

F-9

In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance, prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with implementation services are recognized ratably over the useful life of those services from the date the application is put into production. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with the Company’s real estate operating segment, are primarily recognized upon delivery of such reports or data updates.

The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “Software-Revenue Recognition.” The Company’s subscription agreements for software products include provisions that, among other things, would allow clients to receive unspecified, when and if available, software upgrades for no additional fee as well as the right to use the software products with maintenance and technical support for the term of the agreement, which is typically one year. Software agreements may include other consulting and professional services. In accordance with ASC Subtopic 985-605, “Software Revenue Recognition,” the Company does not have vendor specific objective evidence (“VSOE”) for these elements and therefore begins to recognize software related revenue ratably over the term of the license agreement once delivered.

Share-Based Compensation

Certain of the Company’s employees have received share-based compensation under various compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation—Stock Compensation.” ASC Subtopic 718-10 requires measurement of compensation cost for equity-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures.

The fair value of MSCI restricted stock units (“RSUs”) is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. The fair value of PSUs is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units that are subject to the achievement of multi-year total shareholder return targets (“MSUs”) are performance awards with a market condition. The fair value of MSUs is determined using a Monte Carlo simulation model that creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms.

The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model.

The Company recognizes the expense for an award granted to an employee who is not retirement-eligible utilizing the graded vesting method over the requisite service period. For all awards, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered and, for PSUs, the performance targets expected to be achieved is also considered. If the estimated number of units or the number of units ultimately delivered changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. Because the probability of actual shares expected to be earned is reflected in the fair value of MSUs on the grant date, the expense to be recognized for these awards is not adjusted to reflect the actual shares earned.

F-10

Based on interpretive guidance related to share-based compensation, the Company’s policy is to accrue the estimated cost of share-based awards that are granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the awards granted to retirement-eligible employees consisted of PSUs. For those PSUs, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered. If the estimated number of units expected to convert changes from previous estimates based on the performance targets expected to be achieved, the cumulative effect of a change is recognized in compensation cost in the period of the change.

Research and Development

The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio by monitoring investment trends and drivers globally, as well as analyzing product-specific needs in areas such as capitalization-weighted, factor and specialized indexes, and instrument valuation, risk modeling, portfolio construction, asset allocation and value-at-risk simulation.

The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage. The amounts capitalized include external direct costs of services used in developing internal-use software and payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software.

For the year ended December 31, 2016, the Company capitalized $10.3 million of costs related to software developed for internal use in the Consolidated Statement of Financial Condition for the year ended December 31, 2016.

For the year ended December 31, 2015, the Company capitalized $8.6 million of costs related to software developed for internal use and reversed $3.4 million of previously capitalized costs associated with the termination of a technology project in the Analytics segment. As a result, $5.2 million was the net amount capitalized in the Consolidated Statement of Financial Condition for the year ended December 31, 2015.

Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service.

Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred.

Income Taxes

Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The Company recognizes interest and penalties related to income tax matters within “Provision for income taxes” in the Consolidated Statement of Income.

The Company regularly evaluates the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company has recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future

F-11

period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs.

Deferred Revenue

Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized ratably over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized.

Goodwill

Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Subtopic 350-10, “Intangibles—Goodwill and Other.”

The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of the Company’s reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2016, 2015 and 2014.

Intangible Assets

The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also reviews the useful lives on a quarterly basis to determine if the period of economic benefit has changed. If the carrying value of an intangible asset exceeds its fair value an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value. The Company has not identified a triggering event during any of the periods presented and as such has not recorded any impairment charges. The Company had no indefinite-lived intangibles.

Foreign Currency Translation

Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income)” on the Consolidated Statement of Income.

Derivative Instruments

The Company applies ASC Subtopic 815-10, “Derivatives and Hedging,” which establishes accounting and reporting standards for derivative instruments and hedging activities. The Company may use interest rate swaps and forward contracts on foreign currency to manage risks generally associated with interest rate and foreign exchange rate fluctuations, respectively. The Company’s derivative financial instruments are used as risk management tools and not for speculative or trading purposes.

F-12

For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with assets and liabilities that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income in the period in which they are realized.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset.

Treasury Stock

The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity.

In accordance with ASC Subtopic 505-10, “Equity,” the Company accounts for the capped accelerated share repurchase (“ASR”) agreements into which it enters as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date of the shares and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounts for the shares that it receives under capped ASR agreements during the period as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock meet all the applicable criteria for equity classification in accordance with ASC Subtopic 815-10 and, therefore, the capped ASR agreements are not accounted for as derivative instruments.

Allowance for Doubtful Accounts

The Company primarily licenses its products and services to institutional investors mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company periodically reviews receivable balances and maintains an allowance on customer accounts where estimated losses may result from the inability of its customers to make required payments. The Company does not require collateral.

F-13

An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2013 to December 31, 2016 were as follows:

		Amount
		(in thousands)
Balance as of December 31, 2013		$	1,280
Addition to provision			452
Amounts written off, net of recoveries			(875	)
Balance as of December 31, 2014		$	857
Addition to provision			940
Amounts written off, net of recoveries			(680	)
Balance as of December 31, 2015		$	1,117
Addition to provision			1,011
Amounts written off, net of recoveries			(1,093	)
Balance as of December 31, 2016		$	1,035

Accrued Compensation

The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end, the Company determines the amount of discretionary cash bonus expense. These estimates reflect an assessment of performance versus targets and other key performance indicators at the Company, segment and employee level. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly.

Concentrations

For the year ended December 31, 2016, no single customer accounted for 10.0% or more of the Company’s consolidated operating revenues. For the years ended December 31, 2015 and 2014, BlackRock, Inc. accounted for 10.3% and 10.6%, respectively, of the Company’s consolidated operating revenues. For the years ended December 31, 2016, 2015 and 2014, BlackRock, Inc. accounted for 17.3%, 19.2% and 20.1%, respectively, of the Index segment’s operating revenues. No single customer accounted for 10.0% or more of revenues within the Analytics and All Other segments for the years ended December 31, 2016, 2015 and 2014.

2. RECENT ACCOUNTING STANDARDS UPDATES

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09,“Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of adopting ASU 2014-09 retrospectively to each prior period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of initial application. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 by one year by changing the effective date to be for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017 from December 15, 2016, with early adoption at the prior date permitted.

In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net).” In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical

F-14

Expedients.” In December 2016, the FASB issued Accounting Standards Update No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” These updates provide supplemental adoption guidance and clarification to ASU 2014-09 and must be adopted concurrently. The Company is currently evaluating the overall impact and the method of adoption of ASU 2014-09, including the latest developments from the Transition Resources Group. Areas most likely impacted may include, but not be limited to, the following: the timing of revenue recognition and costs for implementation services; the timing of revenue recognition of licenses for desktop applications; and the accounting for contract modifications. In addition, the new standard may require certain amounts in accounts receivable and deferred revenues to be netted on the balance sheet and enhanced disclosures around performance obligations. The Company’s final determination of the adoption methodology will depend on a number of factors, such as the significance of the impact of the new standard on the financial results, system readiness and the ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements and new disclosure requirements. The Company does not currently know or cannot reasonably estimate quantitative information related to the impact of the new standard on its consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Presentation of Financial Statements: Going Concern (Subtopic 205-40),” or ASU 2014-15. The amendments in ASU 2014-15 provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. The adoption of this guidance did not impact the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842),” or ASU 2016-02. The FASB issued ASU 2016-02 in order to increase the transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. To meet that objective, the FASB amended the FASB Accounting Standards Codification and created Topic 842, Leases. ASU 2016-02 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 requires reporting organizations to take a modified retrospective transition approach (as opposed to a full retrospective transition approach). The Company is evaluating the potential impact that ASU 2016-02 will have on its consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” or ASU 2016-09. The FASB issued ASU 2016-09 as part of its Simplification Initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2016, with early adoption permitted. The adoption of ASU 2016-09 will impact the provision for income tax expense on the Company’s Consolidated Statement of Income in relation to excess tax benefits and tax shortfalls from stock-based compensation that will be recognized in income tax expense as discrete items in the reporting period in which they occur on a prospective basis. Prior to adoption, the impact was recorded as an item in “additional paid in capital” on the Company’s Consolidated Statement of Financial Condition. Also following the adoption of ASU 2016-09, excess tax benefits and shortfalls will no longer be reported as a reclassification from cash flows from operating activities into cash flows from financing activities in the Company’s Consolidated Statement of Cash Flows. This change will be applied on a retrospective basis.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU 2016-13. The amendments in ASU 2016-13 introduce an approach based on expected losses to estimate credit losses on certain types of financial instruments, modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted beginning after December 15, 2018. The adoption of ASU 2016-13 is not expected to have a material effect on the Company’s consolidated financial statements.

F-15

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” or ASU 2016-15. The amendments in ASU 2016-15 are intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material effect on the Company’s consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” or ASU 2016-18. The amendments in ASU 2016-18 are intended to reduce diversity in practice related to the classification and presentation of changes in restricted or restricted cash equivalents on the statement of cash flows. The amendments in ASU No. 2016-18 require that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-18 is not expected to have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” or ASU 2017-01. The amendments in ASU 2017-01 provide a screen to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Under ASU 2017-01, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01 also narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. ASU 2017-01 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2017-01 is not expected to have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” or ASU 2017-04. The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities. Instead, under the amendments in ASU 2017-04, an entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but not more than the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. The adoption of ASU 2017-04 is not expected to have a material effect on the Company’s consolidated financial statements.

3. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing income available to MSCI common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements. Diluted EPS reflects the assumed conversion of all dilutive securities. There were 398, 3,778 and 78,260, anti-dilutive securities excluded from the calculation of diluted EPS for the years ended December 31, 2016, 2015 and 2014, respectively, because of their anti-dilutive effect.

F-16

The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
(in thousands, except per share data)
Income from continuing operations, net of income taxes		$	260,855			$	230,038			$	198,942
Income (loss) from discontinued operations, net of income taxes			—				(6,390	)			85,171
Net income		$	260,855			$	223,648			$	284,113
Less: Allocations of earnings to unvested restricted stock units (1)			—				—			$	(368	)
Earnings available to MSCI common shareholders		$	260,855			$	223,648			$	283,745
Basic weighted average common shares outstanding			95,986				109,124				115,737
Effect of dilutive securities:
Stock options and restricted stock units			554				802				969
Diluted weighted average common shares outstanding			96,540				109,926				116,706
Earnings per basic common share from continuing operations		$	2.72			$	2.11			$	1.72
Earnings per basic common share from discontinued operations			—				(0.06	)			0.73
Earnings per basic common share		$	2.72			$	2.05			$	2.45
Earnings per diluted common share from continuing operations		$	2.70			$	2.09			$	1.70
Earnings per diluted common share from discontinued operations			—				(0.06	)			0.73
Earnings per diluted common share		$	2.70			$	2.03			$	2.43

(1)	Restricted stock units granted to employees prior to 2013 and restricted stock units granted to independent directors of the Company prior to April 30, 2015 had a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units were not included as incremental shares in the diluted EPS computation.

4. COMMITMENTS AND CONTINGENCIES

Legal matters. From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material effect on its business, operating results, financial condition or cash flows.

Leases. The Company leases facilities under non-cancelable operating lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $24.2 million, $26.5 million and $27.0 million, respectively.

F-17

Future minimum commitments for the Company’s operating leases in place as of December 31, 2016 are as follows:

Years Ending December 31,		Amount
		(in thousands)
2017		$	27,869
2018			27,429
2019			22,559
2020			19,237
2021			17,413
Thereafter			131,815
Total		$	246,322

Senior Notes. The Company has issued an aggregate of $2.1 billion in senior unsecured notes (collectively, the “Senior Notes”) in the three discrete private offerings described below.

On November 20, 2014, the Company completed its private offering of $800.0 million aggregate principal amount of 5.25% senior unsecured notes due 2024 (the “2024 Senior Notes”). The Company used the net proceeds from the offering of the 2024 Senior Notes, together with cash on hand, to repay in full its then outstanding term loan indebtedness of $794.8 million.

On August 13, 2015, the Company completed its private offering of $800.0 million aggregate principal amount of 5.75% senior unsecured notes due 2025 (the “2025 Senior Notes”). The $789.5 million of net proceeds from the offering of the 2025 Senior Notes were allocated for general corporate purposes.

On August 4, 2016, the Company completed its private offering of $500.0 million aggregate principal amount of 4.75% senior unsecured notes due 2026 (the “2026 Senior Notes”). The $493.3 million of net proceeds from the offering of the 2026 Senior Notes were allocated for general corporate purposes, including, without limitation, buybacks of its common stock and potential acquisitions.

The 2024 Senior Notes are scheduled to mature and be paid in full on November 15, 2024. At any time prior to November 15, 2019, the Company may redeem all or part of the 2024 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2024 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2019, at redemption prices set forth in the indenture governing the 2024 Senior Notes. At any time prior to November 15, 2017, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.25% of the principal amount.

The 2025 Senior Notes are scheduled to mature and be paid in full on August 15, 2025. At any time prior to August 15, 2020, the Company may redeem all or part of the 2025 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2025 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2020, at redemption prices set forth in the indenture governing the 2025 Senior Notes. At any time prior to August 15, 2018, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.75% of the principal amount.

F-18

The 2026 Senior Notes are scheduled to mature and be paid in full on August 1, 2026. At any time prior to August 1, 2021, the Company may redeem all or part of the 2026 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2026 Senior Notes, together with accrued and unpaid interest, on or after August 1, 2021, at redemption prices set forth in the indenture governing the 2026 Senior Notes. At any time prior to August 1, 2019, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2026 Senior Notes, including any permitted additional notes, at a redemption price equal to 104.75% of the principal amount.

Interest payments attributable to the 2024 Senior Notes are due on May 15 and November 15 of each year. The first interest payment was made on May 15, 2015. Interest payments attributable to the 2025 Senior Notes are due on February 15 and August 15 of each year. The first interest payment was made on February 16, 2016. Interest payments attributable to the 2026 Senior Notes are due on February 1 and August 1 of each year. The first interest payment was made on February 1, 2017.

Revolver. On November 20, 2014, the Company entered into a $200.0 million senior unsecured revolving credit agreement (the “2014 Revolving Credit Agreement”) with a syndicate of banks. The 2014 Revolving Credit Agreement had an initial term of five years with an option to extend for two additional one-year terms. On August 4, 2016, the Company entered into Amendment No. 1 (the “Amendment”) to the 2014 Revolving Credit Agreement (the 2014 Revolving Credit Agreement as so amended, the “Revolving Credit Agreement”). The Amendment, among other things, (i) increased aggregate commitments available to be borrowed to $220.0 million, (ii) increased the maximum consolidated leverage ratio and (iii) extended the initial term to August 2021 with an option to extended for an additional one-year term. At December 31, 2016, the Revolving Credit Agreement was undrawn.

Long-term debt at December 31, 2016 was $2,075.2 million, net of $24.8 million in deferred financing fees. Long-term debt at December 31, 2015 was $1,579.4 million, net of $20.6 million in deferred financing fees.

In connection with the closings of the Senior Notes offerings and entering into the 2014 Revolving Credit Agreement and the Amendment, the Company paid certain fees which, together with the existing fees related to prior credit facilities, are being amortized over the related lives. At December 31, 2016, $27.1 million of the deferred financing fees remain unamortized, $0.5 million of which is included in “Prepaid and other assets,” $1.8 million of which is included in “Other non-current assets” and $24.8 million of which is grouped and presented as part of “Long-term debt” on the Consolidated Statement of Financial Condition.

During the years ended December 31, 2016, 2015 and 2014, the Company amortized $3.1 million, $2.1 million, and $7.7 million of deferred financing fees in interest expense, respectively. There was no unamortized debt discount outstanding as of December 31, 2016, 2015 and 2014. Approximately $2.2 million of debt discount was amortized in interest expense during the year ended December 31, 2014.

At December 31, 2016 and 2015, the fair market value of the Company’s debt obligations was $2,192.5 million and $1,638.0 million, respectively. The fair market value is determined in accordance with accounting standards related to the determination of fair value and represents Level 2 valuations, which are based on one or more quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly. The Company utilizes the market approach and obtains security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values.

F-19

Derivatives and Hedging Activities. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company had previously entered into derivative financial instruments to manage exposures that arose from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, and may do so again in the future. The Company’s derivative financial instruments were used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. For the year ended December 31, 2016, the Company was not party to any interest rate swaps.

Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency.

Non-designated Hedges of Foreign Exchange Risk. Derivatives not designated as hedges are not speculative and are used to manage the Company’s economic exposure to foreign exchange rate movements but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2016, the Company had outstanding foreign currency forwards with a notional amount of $25.5 million that were not designated as hedges in qualifying hedging relationships.

The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition:

				As of
		Consolidated Statements of		December 31,				December 31,
(in thousands)		Financial Condition Location		2016				2015
Non-designated hedging instruments:
Asset derivatives:
Foreign exchange contracts		Prepaid and other assets		$	27			$	640
Liability derivatives:
Foreign exchange contracts		Other accrued liabilities		$	(124	)		$	(2	)

The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income:

				Amount of Gain or (Loss) Recognized
				in Income on Derivatives for the
Derivatives Not Designated as		Location of Gain or		Years Ended
Hedging Instruments		(Loss) Recognized		December 31,				December 31,				December 31,
(in thousands)		in Income on Derivatives		2016				2015				2014
Foreign exchange contracts		Other expense (income)		$	1,566			$	366			$	(834	)

Gain on sale of investment

During the year ended December 31, 2015, MSCI sold an investment accounted for under the cost method and recognized a $6.3 million gain which is included within the “Other expense (income), net” in the Consolidated Statements of Income.

F-20

5. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements at December 31, 2016 and 2015 consisted of the following:

				As of
		Estimated		December 31,				December 31,
		Useful Lives		2016				2015
				(in thousands)
Computer & related equipment		2 to 5 years		$	162,306			$	143,499
Furniture & fixtures		7 years			9,724				9,870
Leasehold improvements		1 to 21 years			49,442				47,579
Work-in-process		—			10,954				12,658
Subtotal					232,426				213,606
Accumulated depreciation and amortization					(136,841	)			(114,680	)
Property, equipment and leasehold improvements, net				$	95,585			$	98,926

Depreciation and amortization expense of property, equipment and leasehold improvements was $34.3 million, $30.9 million and $25.7 million for the years ended December 31, 2016, 2015 and 2014, respectively.

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill.

The change to the Company’s goodwill was as follows:

(in thousands)		Index				Analytics				All Other				Total
Goodwill at December 31, 2014 (1)														$	1,564,904
Changes to goodwill															4,202		(2)
Foreign exchange translation adjustment															(3,485	)
Goodwill at December 31, 2015		$	1,208,454			$	302,551			$	54,616			$	1,565,621
Changes to goodwill			—				60		(3)		(110	)	(4)		(50	)
Foreign exchange translation adjustment			(6,006	)			—				(3,715	)			(9,721	)
Goodwill at December 31, 2016		$	1,202,448			$	302,611			$	50,791			$	1,555,850

(1)	The Company changed its reportable segments during the year ended December 31, 2015. Simultaneously, segment reporting and goodwill reporting units were updated in connection with the change. The Company reallocated its goodwill to its reporting units using a relative fair value allocation approach.

(2)	Reflects the addition of $4.2 million of goodwill associated with the acquisition of Insignis, Inc. (“Insignis”) See Note 11, “Acquisitions,” for additional information.

(3)	Reflects the final working capital adjustment payment made during the year ended December 31, 2016 to complete the acquisition of Insignis.

(4)	Reflects the value disposed in the sale of the Real Estate occupiers business.

Through the year ended December 31, 2016, the Company has never recognized an impairment of goodwill on its consolidated financial statements.

Intangible Assets.

Amortization expense related to intangible assets for the years ended December 31, 2016, 2015 and 2014, was $47.0 million, $46.9 million and $45.9 million, respectively.

F-21

The gross carrying and accumulated amortization amounts related to the Company’s identifiable intangible assets were as follows:

				As of
		Estimated		December 31,				December 31,
		Useful Lives		2016				2015
				(in thousands)
Gross intangible assets:
Customer relationships		5 to 21 years		$	361,199			$	361,746
Trademarks/trade names		5 to 21.5 years			223,382				223,382
Technology/software		3 to 8.5 years			210,013				199,889
Proprietary data		13 years			28,627				28,627
Covenant not to compete		2 years			1,225				1,225
Subtotal					824,446				814,869
Foreign exchange translation adjustment					(13,946	)			(4,867	)
Total gross intangible assets				$	810,500			$	810,002
Accumulated amortization:
Customer relationships				$	(166,923	)		$	(143,325	)
Trademarks/trade names					(105,077	)			(93,476	)
Technology/software					(184,290	)			(175,209	)
Proprietary data					(8,571	)			(6,698	)
Covenant not to compete					(1,089	)			(665	)
Subtotal					(465,950	)			(419,373	)
Foreign exchange translation adjustment					3,090				861
Total accumulated amortization				$	(462,860	)		$	(418,512	)
Net intangible assets:
Customer relationships				$	194,276			$	218,421
Trademarks/trade names					118,305				129,906
Technology/software					25,723				24,680
Proprietary data					20,056				21,929
Covenant not to compete					136				560
Subtotal					358,496				395,496
Foreign exchange translation adjustment					(10,856	)			(4,006	)
Total net intangible assets				$	347,640			$	391,490

Estimated amortization expense for succeeding years is presented below:

Years Ending December 31,		Amortization Expense
		(in thousands)
2017		$	44,123
2018			41,562
2019			39,594
2020			37,196
2021			35,846
Thereafter			149,319
Total		$	347,640

7. EMPLOYEE BENEFITS

The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. For the years ended December 31, 2016, 2015 and 2014, costs relating to 401(k), pension and post-retirement benefit expenses were $21.6 million, $23.1 million and $22.2 million, respectively. Amounts included in cost of revenues for the years ended December 31, 2016, 2015

F-22

and 2014 were $9.5 million, $10.7 million and $9.9 million, respectively. Amounts included in selling and marketing for the years ended December 31, 2016, 2015 and 2014 were $6.7 million, $6.8 million and $7.2 million, respectively. Amounts included in research and development for the years ended December 31, 2016, 2015 and 2014 were $4.0 million, $4.0 million and $3.7 million, respectively. Amounts included in general and administrative for the years ended December 31, 2016, 2015 and 2014 were $1.3 million, $1.6 million and $1.3 million, respectively.

401(k) and Other Defined Contribution Plans. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions, which are subject to vesting and certain other limitations. The Company’s expenses associated with the 401(k) plan and other defined contribution plans for the years ended December 31, 2016, 2015 and 2014 were $17.6 million, $18.4 million and $19.3 million, respectively.

Net Periodic Benefit Expense. Net periodic benefit expense incurred by the Company related to defined benefit pension plans was $4.0 million, $4.7 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively.

The Company uses a measurement date of December 31 to calculate obligations under its pension and postretirement plans. As of December 31, 2016 and 2015, the Company carried an $18.4 million and $17.1 million, respectively, net liability in other non-current liabilities on its Consolidated Statement of Financial Condition related to its future pension obligations. The fair value of the defined benefit plan assets were $17.5 million and $16.4 million at December 31, 2016 and 2015, respectively.

8. SHAREHOLDERS’ EQUITY

This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company, including the amounts recognized in both continuing operations and discontinued operations for all periods referenced.

Return of capital. On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock, which was increased to $850.0 million on September 17, 2014 (the “2014 Repurchase Program”). On October 14, 2015, the Company exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program.

On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). As a result of the September 2014 ASR Agreement, the Company received approximately 4.5 million shares of MSCI’s common stock on September 19, 2014 and received approximately 1.2 million shares of MSCI’s common stock on May 21, 2015 for a combined average price of $52.79 per share.

On June 2, 2015, the Company began purchasing shares of its common stock in the open market in accordance with SEC Rule 10b5-1.

During October 2015, the Company completed the $850.0 million repurchase authorization under the 2014 Repurchase Program.

On October 28, 2015, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of MSCI’s common stock (the “2015 Repurchase Program”).

On October 26, 2016, the Board of Directors approved an additional stock repurchase program authorizing the purchase of up to $750.0 million worth of shares of our common stock (together with the $330.3 million remaining authorization under the 2015 Repurchase Program, the “2016 Repurchase Program”). Share repurchases made pursuant to the 2016 Repurchase Program may take place in the open market or in privately negotiated

F-23

transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases:

Year Ended		Average Price Paid Per Share				Total Number of Shares Repurchased				Dollar Value of Shares Repurchased
						(in thousands)
December 31, 2014		$	—				—			$	—
December 31, 2015		$	62.63				10,710			$	670,824
December 31, 2016		$	73.71				10,303			$	759,427

The following table presents cash dividends declared and distributed per common share for the periods indicated:

		Dividends
		Per Share				Declared				Distributed				Deferred
2016						(in thousands)
Three Months Ended March 31,		$	0.22			$	22,046			$	21,889			$	157
Three Months Ended June 30,			0.22				21,588				21,391				197
Three Months Ended September 30,			0.28				26,936				26,680				256
Three Months Ended December 31,			0.28				26,524				26,304				220
Total		$	1.00			$	97,094			$	96,264			$	830
2015
Three Months Ended March 31,		$	0.18			$	20,424			$	20,411			$	13
Three Months Ended June 30,			0.18				20,444				20,442				2
Three Months Ended September 30,			0.22				24,210				24,152				58
Three Months Ended December 31,			0.22				22,803				22,792				11
Total		$	0.80			$	87,881			$	87,797			$	84
2014
Three Months Ended December 31,		$	0.18			$	20,393			$	20,393			$	—

F-24

Common Stock.

The following table presents activity related to shares of common stock issued and repurchased for the periods indicated:

		Common				Treasury				Common Stock
		Stock Issued				Stock				Outstanding
Balance At December 31, 2013			125,555,268				(7,472,157	)			118,083,111
Dividend payable/paid			99				(99	)			—
Common stock issued and exercise of stock options			1,076,751				—				1,076,751
Shares withheld for tax withholding and exercises			—				(233,163	)			(233,163	)
Shares repurchased under stock repurchase programs			—				(6,856,866	)			(6,856,866	)
Shares issued to directors			5,272				(2,636	)			2,636
Balance At December 31, 2014			126,637,390				(14,564,921	)			112,072,469
Dividend payable/paid			802				(385	)			417
Common stock issued and exercise of stock options			1,558,965				—				1,558,965
Shares withheld for tax withholding and exercises			—				(763,558	)			(763,558	)
Shares repurchased under stock repurchase programs			—				(11,856,169	)			(11,856,169	)
Shares issued to directors			3,032				(2,008	)			1,024
Balance At December 31, 2015			128,200,189				(27,187,041	)			101,013,148
Dividend payable/paid			892				(472	)			420
Common stock issued and exercise of stock options			788,304				—				788,304
Shares withheld for tax withholding and exercises			—				(219,921	)			(219,921	)
Shares repurchased under stock repurchase programs			—				(10,303,047	)			(10,303,047	)
Shares issued to directors			6,959				(6,273	)			686
Balance At December 31, 2016			128,996,344				(37,716,754	)			91,279,590

Shared-Based Compensation. The Company regularly issues share-based compensation to its employees and directors who were not employees of the Company. The accounting guidance for share-based compensation requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures.

In February 2017, the Company granted a portion of its employees awards in the form of RSUs and MSUs. The total number of units granted was 259,672. The aggregate fair value of the awards was $22.2 million, of which approximately $2.1 million had been expensed in the year ended December 31, 2016 in relation to awards granted to retirement eligible employees under the award terms. A portion of the awards granted consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2018, 2019 and 2020. A smaller portion of the awards granted consisted of MSUs that will time-vest over a three year period and are subject to the achievement of the applicable absolute total shareholder return compounded annual growth rate and relative total shareholder return compounded annual growth rate performance metrics measured over a minimum three-year performance period. The performance period may also be extended for an additional period of six months only in the event that both of the performance metrics achieved by the Company are below specified threshold performance levels.

For a small group of awards granted by the Company, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the remainder of the awards granted by the Company, all or a portion of the award may be canceled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees.

In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury.

F-25

The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below:

		Years Ended
		December 31,				December 31,				December 31,
(in thousands)		2016				2015				2014
Deferred stock		$	32,525			$	27,549			$	25,830
Stock options			—				(73	)			1,201
Total		$	32,525			$	27,476			$	27,031

The following table presents the amount of share-based compensation expense by category for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
(in thousands)		2016				2015				2014
Cost of revenues		$	7,971			$	6,909			$	7,187
Selling and marketing			9,526				6,564				7,296
Research and development			2,970				2,823				3,128
General and administrative			12,058				11,180				8,005
Total share-based compensation expense		$	32,525			$	27,476			$	25,616

There was no share-based compensation expense included in income (loss) from discontinued operations, net of income taxes for the years ended December 31, 2016 and 2015. The amount included in income (loss) from discontinued operations, net of income taxes for the year ended December 31, 2014 was $1.4 million.

The tax benefits for share-based compensation expense related to deferred stock and stock options granted to Company employees and to directors who are not employees of the Company were $7.4 million, $15.3 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively.

As of December 31, 2016, $41.5 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years.

In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2016, 7.6 million shares of common stock were available for future grants under these plans.

Deferred Stock Awards. Certain Company employees have been granted deferred stock awards pursuant to a share-based compensation plan. The plan provides for the deferral of a portion of certain employees’ discretionary compensation with awards made in the form of RSUs, PSUs and MSUs (together, the “Deferred Stock Awards”). Recipients of RSUs, PSUs and MSUs generally have rights to receive dividend equivalents that are subject to vesting. The Company reports the target number of PSUs and MSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs and MSUs, in which case the Company reports the amount of shares employees are likely to receive.

F-26

The following table presents activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands) for the period indicated:

						Weighted
						Average
						Grant
		Number of				Date Fair
For the Year Ended December 31, 2016		Shares				Value
Vested and unvested deferred stock awards at December 31, 2015			1,075			$	47.70
Granted			1,081			$	65.43
Conversion to common stock			(588	)		$	43.12
Canceled			(61	)		$	57.06
Vested and unvested deferred stock awards at December 31, 2016 (1)			1,507			$	61.82

(1)	As of December 31, 2016, 1,451 restricted stock units and restricted stock awards, with a weighted average price of $61.67, were vested or expected to vest.

The total fair value of Deferred Stock Awards held by the Company’s employees that converted to MSCI common stock during the years ended December 31, 2016, 2015 and 2014 was $39.4 million, $34.1 million and $24.5 million, respectively.

The following table presents activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands):

						Weighted
						Average
						Grant
		Number of				Date Fair
For the Year Ended December 31, 2016		Shares				Value
Unvested deferred stock awards at December 31, 2015			800			$	47.83
Granted			898			$	66.63
Vested			(430	)		$	43.47
Canceled			(61	)		$	57.07
Unvested deferred stock awards at December 31, 2016			1,207			$	62.89
Unvested deferred stock awards expected to vest			1,151			$	62.77

Stock Option Awards. No stock options were issued during the years ended December 31, 2016, 2015 and 2014.

F-27

The following table presents activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2016 (option data and dollar values in thousands, except exercise price):

										Weighted
						Weighted				Average
		Number				Average				Remaining				Aggregated
		of				Exercise				Life				Intrinsic
For the Year Ended December 31, 2016		Options				Price				(Years)				Value
Options outstanding at December 31, 2015			485			$	23.77				2.40			N/A
Granted or assumed			—			$	—			N/A				N/A
Forfeited			—			$	—			N/A				N/A
Conversion to common stock			(216	)		$	23.40			N/A				N/A
Options outstanding and exercisable at December 31, 2016			269			$	24.06				2.22			$	14,727

All outstanding stock options as of December 31, 2016 are vested and exercisable.

The following table presents information relating to the Company’s outstanding and exercisable stock options as of December 31, 2016 (number of options outstanding and aggregate intrinsic value data in thousands):

As of December 31, 2016		Options Outstanding
						Weighted
						Average				Average				Aggregate
		Number				Exercise				Remaining				Intrinsic
Range of Exercise Prices		Outstanding				Price				Life (Years)				Value
$9.92 to $16.48			40			$	16.47				2.15			$	2,465
$18.00			53			$	18.00				0.86			$	3,249
$20.45 to $24.11			80			$	23.09				1.57			$	4,464
$25.64 to $40.23			96			$	31.38				3.55			$	4,549
Total			269											$	14,727

The intrinsic value of the stock options exercised by the Company’s employees during the years ended December 31, 2016, 2015 and 2014 was $11.3 million, $37.3 million and $12.8 million, respectively.

F-28

9. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

As required by ASC Subtopic 220-10, “Comprehensive Income—Overall,” the following table presents the amounts reclassified from accumulated other comprehensive income (loss) by the respective line item in the Consolidated Statement of Income:

Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (1)

Details about Accumulated Other		Amount Reclassified from Accumulated												Affected Line Item in the
Comprehensive Income (Loss) Components		Other Comprehensive Income (Loss)												Consolidated Statements of Income
		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
						(in thousands)
Defined benefit pension plans
Amount recognized as a component of net periodic benefit expense for curtailments and settlements		$	(261	)		$	(563	)		$	(104	)	(2)
			73				153				(15	)	(3)	Provision for income taxes
		$	(188	)		$	(410	)		$	(119	)	(4)	Net of tax
Foreign currency translation adjustment		$	—			$	—			$	4,184		(5)
Total reclassifications for the period, net of tax		$	(188	)		$	(410	)		$	4,065

(1)	Amounts in parentheses indicate expenses or losses moved to the Consolidated Statements of Income.

(2)	Includes $(186,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS.

(3)	Includes $6,000 for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS.

(4)	Includes $(180,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS.

(5)	This accumulated other comprehensive income component for the year ended December 31, 2014 was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS.

F-29

10. INCOME TAXES

The provision for income taxes (benefits) by taxing jurisdiction consisted of:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
		(in thousands)
Current
U.S. federal		$	93,071			$	85,540			$	84,959
U.S. state and local			16,363				22,108				13,929
Non U.S.			32,616				22,156				18,505
			142,050				129,804				117,393
Deferred
U.S. federal			(13,010	)			(10,546	)			(2,606	)
U.S. state and local			(2,235	)			1,460				(3,356	)
Non U.S.			(1,722	)			(1,202	)			(2,035	)
			(16,967	)			(10,288	)			(7,997	)
Provision for income taxes from continuing operations		$	125,083			$	119,516			$	109,396
Provision for income taxes from discontinued operations		$	—			$	6,390			$	1,059

The following table reconciles the provision to the U.S. federal statutory income tax rate for income from continuing operations:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
U.S. federal statutory income tax rate			35.00	%			35.00	%			35.00	%
U.S. state and local income taxes, net of U.S. federal income tax benefits			2.38	%			4.44	%			2.72	%
Change in tax rates applicable to non-U.S. earnings			(3.73	%)			(2.73	%)			(1.88	%)
Domestic tax credits and incentives			(0.26	%)			(2.62	%)			(0.86	%)
Other			(0.98	%)			0.10	%			0.50	%
Effective income tax rate			32.41	%			34.19	%			35.48	%

F-30

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015, were as follows:

		As of
		December 31,				December 31,
		2016				2015
		(in thousands)
Deferred tax assets:
Employee compensation and benefit plans		$	27,914			$	23,700
Deferred rent			7,869				7,485
Pension			1,965				2,030
Unearned revenue			1,322				1,555
Loss carryforwards - non-current			27,616				33,389
Other			558				678
Subtotal			67,244				68,837
Less: valuation allowance			(17,807	)			(21,052	)
Total deferred tax assets		$	49,437			$	47,785
Deferred tax liabilities:
Intangible assets		$	(121,900	)		$	(138,832	)
Foreign currency translation			—				(352	)
Property, equipment and leasehold improvements, net			(12,073	)			(10,358	)
Total deferred tax liabilities		$	(133,973	)		$	(149,542	)
Net deferred tax liabilities		$	(84,536	)		$	(101,757	)

As presented in the table above, the Company has certain loss carryforward items. The tax value of the capital loss carryforward is $16.0 million which is set to expire in 2019. There is a full valuation allowance against this item. The tax value of the United States portion of the net operating loss carryforwards is $10.6 million which is subject to an annual limitation on utilization and will begin to expire in 2020. There is a valuation allowance against state tax losses of $1.3 million. As of December 31, 2016, the tax value of foreign net operating loss carryforwards was $1.0 million with a related valuation allowance of $0.5 million.

The following table presents changes in the Company’s deferred tax asset valuation allowance for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
		(in thousands)
Beginning balance		$	21,052			$	21,232			$	7
Additions charged to cost and expenses			1,862				—				21,225
Additions charged to other accounts			—				—				—
Deductions			(5,107	)			(180	)			—
Ending balance		$	17,807			$	21,052			$	21,232

F-31

The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
Domestic		$	263,536			$	282,764			$	269,944
Foreign (1)			122,402				66,790				38,394
Total income before provision for income taxes		$	385,938			$	349,554			$	308,338

(1)	Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S. companies.

Cumulative earnings attributable to foreign subsidiaries were $341.6 million, $224.8 million and $149.1 million for the years ended December 31, 2016, 2015, and 2014, respectively. No provisions for income tax that could occur upon repatriation have been recorded on these earnings which the Company intends to permanently reinvest abroad. At this time, it is not practicable to determine the amount of income taxes payable in the event all such foreign earnings are repatriated.

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months.

The Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs.

The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014:

		Years Ended
		December 31,				December 31,				December 31,
Gross unrecognized tax benefits		2016				2015				2014
(in thousands)
Beginning balance		$	8,692			$	6,525			$	7,089
Increases based on tax positions related to the current period			575				536				292
Increases based on tax positions related to prior periods			135				2,131				1,969
Decreases based on tax positions related to prior periods			(3	)			(500	)			(346	)
(Decreases) related to settlements with taxing authorities			(1,463	)			—				(1,652	)
(Decreases) related to a lapse of applicable statute of limitations			—				—				(827	)
Ending balance		$	7,936			$	8,692			$	6,525

F-32

The total amount of unrecognized tax benefits was $7.1 million, net of federal benefit of state issues, competent authority and foreign tax credit offsets, as of December 31, 2016, which, if recognized, would favorably affect the effective tax rate in future periods. The Company recognizes the accrual of interest and penalties related to unrecognized tax benefits in the Provision for Income Taxes in the Consolidated Statement of Income. For the year ended December 31, 2016, the Company recognized $0.2 million of interest in the Consolidated Statement of Income with respect to unrecognized tax benefits. No significant penalties were recognized in the Consolidated Statement of Income for the year ended December 31, 2016. The amount of accrued interest, which includes interest related to uncertain tax positions and accrued income tax expense, recorded on the Consolidated Statement of Financial Condition as of December 31, 2016 was $1.5 million.

The Company is under examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as India, and states in which the Company has significant operations, such as New York. The tax years currently under examination vary by jurisdiction but include years ranging from 2005 through 2015. As a result of having previously been a member of the Morgan Stanley consolidated group, the Company may have future settlements with Morgan Stanley related to the ultimate disposition of their New York State and New York City examination relating to the tax years 2007 and 2008 and their IRS examination relating to the tax years 2006 through 2008. The Company does not believe it has any material exposure to the New York State and New York City examinations. Additionally, the Company believes it has adequate reserves for any tax issues that may arise out of the IRS examination relating to the tax years 2006 through 2008 and therefore does not believe any related settlement with Morgan Stanley will have a material impact.

11. ACQUISITIONS

The acquisition method of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures,” which the Company has adopted as required. The total purchase price is allocated to the net tangible and intangible assets based upon their fair values as of the acquisition dates. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill. The allocation of the purchase price was based upon a valuation and is subject to change within the one-year measurement period following the acquisition. MSCI expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period.

Acquisition of Insignis

On October 16, 2015, the Company completed the purchase of Insignis for $6.5 million through its subsidiary InvestorForce. Insignis is a financial data provider, including data on positions, transactions and complex instruments such as exchange-traded futures and options, OTC swaps and foreign exchange spot and forward contracts.

The purchase price allocations for the Insignis acquisition were $4.2 million for goodwill, $2.2 million for identifiable intangible assets and $0.1 million for assets other than identifiable intangible assets.

Acquisition of GMI Ratings

On August 11, 2014, the Company completed the acquisition of GMI Ratings for $15.5 million in cash through its subsidiary MSCI ESG Research Inc. GMI Ratings is a provider of corporate governance research and ratings on companies worldwide. Clients of GMI Ratings include institutional investors, banks, insurers, auditors, regulators and corporations seeking to incorporate ESG factors into risk assessment and decision-making.

The purchase price allocations for the GMI Ratings acquisition were $9.9 million for goodwill, $3.6 million for identifiable intangible assets, $6.7 million for assets other than identifiable intangible assets and $4.7 million for other liabilities.

F-33

12. DISPOSITIONS AND DISCONTINUED OPERATIONS

Disposition of Real Estate occupiers

On August 1, 2016, MSCI completed the sale of its Real Estate occupiers business. The value of the disposed assets and liabilities and the resulting gain on disposal were not material to the Company.

Disposition of ISS

On March 17, 2014, MSCI entered into a definitive agreement to sell ISS. The results of operations from ISS and the CFRA product line are reflected in “Income (loss) from discontinued operations, net of income taxes” in the Consolidated Statements of Income.

The sale of ISS was completed on April 30, 2014 for $367.4 million. The value of the assets and liabilities of ISS that were disposed, directly attributable transaction costs and the resulting gain on disposal that has been reported in “Income (loss) from discontinued operations, net of income taxes” for the year ended December 31, 2014 are as follows:

		Amount
		(in thousands)
Cash proceeds		$	367,355
Less: Initial working capital adjustments			(311	)
Total proceeds			367,044
Less assets sold and liabilities relieved resulting from disposal:
Cash and cash equivalents			(4,544	)
Accounts receivable			(15,765	)
Deferred taxes (current)			(3,174	)
Prepaid taxes			(617	)
Prepaid and other assets			(4,500	)
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213)			(8,544	)
Goodwill			(254,233	)
Intangible assets (net of accumulated amortization of $50,283)			(121,269	)
Other non-current assets			(1,645	)
Accounts payable			574
Accrued compensation and related benefits			6,783
Other accrued liabilities			4,034
Deferred revenue			51,767
Deferred taxes (non-current)			59,129
Other non-current liabilities			5,576
Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments			4,004
Net assets sold			(282,424	)
Less: Transaction costs			(5,946	)
Gain on sale of ISS		$	78,674

F-34

Income (loss) from discontinued operations. Amounts associated with discontinued operations reflected in the Consolidated Statements of Income for the years ended December 31, 2015 and 2014 are as follows:

		Years Ended
		December 31,				December 31,
		2015				2014
		(in thousands)
Revenue from discontinued operations		$	—			$	43,122
Income (loss) from discontinued operations before provision (benefit) for income taxes		$	—			$	86,230
Provision for income taxes			6,390				1,059
Income (loss) from discontinued operations, net of income taxes		$	(6,390	)		$	85,171

The year ended December 31, 2015 reflects the impact of out-of-period income tax charges associated with the tax obligations triggered upon the sale of ISS.

13. SEGMENT INFORMATION

ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or CODM, in deciding how to allocate resources and assess performance. MSCI’s Chief Executive Officer and Chief Operating Officer, who are considered to be its CODM, review financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.

The CODM measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: income (loss) from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and certain transactions or adjustments that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.

The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion.

Revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are allocated based upon allocation methodologies, including time estimates, headcount, sales targets, data center consumption and other relevant usage measures. Due to the integrated structure of our business, certain costs incurred by one segment may benefit other segments. A segment may use the content and data produced by another segment without incurring an arm’s-length intersegment charge.

The CODM does not review any information regarding total assets on an operating segment basis. Operating segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for MSCI as a whole.

The Company has four operating segments: Index, Analytics, ESG and Real Estate.

F-35

The Index operating segment is primarily a provider of equity indexes. The indexes are used in many areas of the investment process, including index-linked product creation and performance benchmarking, as well as portfolio construction and rebalancing and asset allocation.

The Analytics operating segment uses analytical content to create products and services which offer institutional investors an integrated view of risk and return. Its research-enhanced products and services help institutional investors understand and control for market, credit, liquidity and counterparty risk across all major asset classes, spanning short, medium and long-term time horizons. The Analytics global risk and performance platform is built for scale, enabling clients to conduct complex calculations and stress tests. Analytics offers products and services that assist institutional investors with portfolio construction, risk management, performance attribution and regulatory reporting.

The ESG operating segment offers products and services that help institutional investors understand how environmental, social and governance (“ESG”) factors can impact the long-term risk of their investments. In addition, the ESG operating segment’s data and ratings products are used in the construction of equity and fixed income indexes to help institutional investors benchmark ESG investment performance, issue index-based investment products, as well as manage, measure and report on ESG mandates.

The Real Estate operating segment is a provider of real estate performance analysis for funds, investors, managers and lenders, as well as occupiers through the disposition of the Real Estate occupiers business. This segment provides products and offers services that include research, reporting and benchmarking. During the year ended December 31, 2016, the Company disposed of the Real Estate occupiers business and recorded a gain on the disposition which was recorded in “Other expense (income),” in the Consolidated Statement of Income.

The operating segments of ESG and Real Estate do not individually meet the segment reporting thresholds and have been combined and presented as part of All Other for disclosure purposes.

The following table presents operating revenue by reportable segment for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
	(in thousands)
Operating revenues
Index		$	613,551			$	558,964			$	503,892
Analytics			448,353				433,424				414,085
All Other			88,765				82,625				78,703
Total		$	1,150,669			$	1,075,013			$	996,680

F-36

The following table presents segment profitability and a reconciliation to net income for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
		2016				2015				2014
	(in thousands)
Index Adjusted EBITDA		$	431,478			$	392,987			$	349,685
Analytics Adjusted EBITDA			128,507				95,468				72,173
All Other Adjusted EBITDA			9,472				(6,758	)			(13,104	)
Total operating segment profitability			569,457				481,697				408,754
Amortization of intangible assets			47,033				46,910				45,877
Depreciation and amortization of property, equipment and leasehold improvements			34,320				30,889				25,711
Operating income			488,104				403,898				337,166
Other expense (income), net			102,166				54,344				28,828
Provision for income taxes			125,083				119,516				109,396
Income from continuing operations			260,855				230,038				198,942
Income (loss) from discontinued operations, net of income taxes			—				(6,390	)			85,171
Net income		$	260,855			$	223,648			$	284,113

Revenue by geography is based on the shipping address of the ultimate customer utilizing the product. The following table presents revenue by geographic area for the periods indicated:

		Years Ended
		December 31,				December 31,				December 31,
(in thousands)		2016					2015			2014
Revenues
Americas:
United States		$	556,777			$	519,429			$	471,145
Other			45,185				41,552				37,189
Total Americas			601,962				560,981				508,334
Europe, the Middle East and Africa ("EMEA"):
United Kingdom			175,749				166,019				154,308
Other			229,010				215,192				209,893
Total EMEA			404,759				381,211				364,201
Asia & Australia:
Japan			52,161				45,371				46,642
Other			91,787				87,450				77,503
Total Asia & Australia			143,948				132,821				124,145
Total		$	1,150,669			$	1,075,013			$	996,680

F-37

Long-lived assets consist of property, equipment, leasehold improvements, goodwill and intangible assets, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:

		As of
		December 31,				December 31,
		2016				2015
		(in thousands)
Long-lived assets
Americas:
United States		$	1,876,366			$	1,916,689
Other			1,543				2,279
Total Americas			1,877,909				1,918,968
EMEA:
United Kingdom			89,466				110,261
Other			23,780				16,849
Total EMEA			113,246				127,110
Asia & Australia:
Japan			357				570
Other			7,563				9,389
Total Asia & Australia			7,920				9,959
Total		$	1,999,075			$	2,056,037

F-38

14. QUARTERLY RESULTS OF OPERATIONS (unaudited):

		2016																2015
		First				Second				Third				Fourth				First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter
		(in thousands, except per share data)
Operating revenues		$	278,828			$	290,596			$	288,433			$	292,812			$	262,769			$	270,580			$	268,771			$	272,893
Cost of revenues			63,172				62,130				62,986				63,819				69,904				67,394				65,593				64,804
Selling and marketing			41,689				41,854				41,514				41,609				41,648				42,028				38,809				39,809
Research and development			18,928				18,566				18,750				18,960				23,189				20,807				15,548				17,776
General and administrative			21,890				22,019				21,859				21,467				20,377				22,080				19,960				23,590
Amortization of intangible assets			11,840				11,943				11,752				11,498				11,702				11,695				11,710				11,803
Depreciation and amortization of property, equipment and leasehold improvements			8,168				8,393				8,312				9,447				7,207				8,065				8,049				7,568
Total operating expenses			165,687				164,905				165,173				166,800				174,027				172,069				159,669				165,350
Operating income			113,141				125,691				123,260				126,012				88,742				98,511				109,102				107,543
Interest income			(621	)			(585	)			(799	)			(901	)			(204	)			(185	)			(285	)			(492	)
Interest expense			22,904				22,918				26,790				29,039				11,108				11,116				17,267				22,896
Other expense (income)			81				2,814				(253	)			779				178				164				(6,922	)			(297	)
Other expense (income), net			22,364				25,147				25,738				28,917				11,082				11,095				10,060				22,107
Income from continuing operations before provision for income taxes			90,777				100,544				97,522				97,095				77,660				87,416				99,042				85,436
Provision for income taxes			30,410				33,587				32,241				28,845				28,036				31,399				34,644				25,437
Income from continuing operations			60,367				66,957				65,281				68,250				49,624				56,017				64,398				59,999
Income (loss) from discontinued operations, net of income taxes			—				—				—				—				(5,797	)			—				—				(593	)
Net income		$	60,367			$	66,957			$	65,281			$	68,250			$	43,827			$	56,017			$	64,398			$	59,406
Earnings per basic common share
From continuing operations		$	0.61			$	0.69			$	0.69			$	0.73			$	0.44			$	0.50			$	0.59			$	0.59
From discontinued operations			—				—				—				—				(0.05	)			—				—				(0.01	)
Earnings per basic common share		$	0.61			$	0.69			$	0.69			$	0.73			$	0.39			$	0.50			$	0.59			$	0.58
Earnings per diluted common share
From continuing operations		$	0.60			$	0.69			$	0.68			$	0.73			$	0.44			$	0.50			$	0.59			$	0.58
From discontinued operations			—				—				—				—				(0.05	)			—				—				(0.01	)
Earnings per diluted commons hare		$	0.60			$	0.69			$	0.68			$	0.73			$	0.39			$	0.50			$	0.59			$	0.57
Weighted average shares outstanding used in computing per share data
Basic			99,425				96,412				94,823				93,327				112,520				112,143				108,773				102,837
Diluted			99,998				96,888				95,473				93,845				113,522				112,931				109,440				103,590

15. SUBSEQUENT EVENTS

On February 1, 2017, the Board of Directors of the Company declared a quarterly dividend of $0.28 per share of common stock to be paid on March 15, 2017 to shareholders of record as of the close of trading on February 17, 2017.

Subsequent to the year ended December 31, 2016 and through February 17, 2017, the Company repurchased an additional 1.0 million shares of common stock at an average price of $80.70 per share for a total value of $77.5 million.

F-39

EXHIBIT INDEX

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
3.1	Third Amended and Restated Certificate of Incorporation	10-Q	001-33812	3.1	5/4/2012
3.2	Amended and Restated By-laws	10-Q	001-33812	3.2	5/4/2012
4.1	Form of Senior Indenture	S-3	333-206232	4.1	8/7/2015
4.2	Form of Subordinated Indenture	S-3	333-206232	4.2	8/7/2015
4.3	Form of Common Stock Certificate	10-Q	001-33812	4.1	5/4/2012
4.4	Indenture, dated as of November 20, 2014, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee	8-K	001-33812	4.1	11/20/2014
4.5	Form of Note for MSCI Inc. 5.250% Senior Notes due November 15, 2024 (included in Exhibit 4.4)	8-K	001-33812	4.2	11/20/2014
4.6	Indenture, dated as of August 13, 2015, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee	8-K	001-33812	4.1	8/13/2015
4.7	Form of Note for MSCI Inc. 5.750% Senior Notes due August 13, 2025 (included in Exhibit 4.6)	8-K	001-33812	4.2	8/13/2015
4.8	Indenture, dated as of August 4, 2016, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee	8-K	001-33812	4.1	8/05/2016
4.9	Form of Note for MSCI Inc. 4.750% Senior Notes due August 1, 2026	8-K	001-33812	4.2	8/05/2016
10.1†	Index License Agreement for Funds, dated as of March 18, 2000, between Morgan Stanley Capital International and Barclays Global Investors, N.A.	10-K	001-33812	10.1	2/27/2015
10.2†	Amendment to Index License Agreement for Funds between Morgan Stanley Capital International and Barclays Global Investors, N.A.	10-K	001-33812	10.2	2/29/2012
10.3†	Letter Agreement to Amend MSCI-BGI Fund Index License Agreement, dated as of June 21, 2001, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.3	1/31/2011

EX-1

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.4†	Addendum to the Index License Agreement for Funds, dated as of September 18, 2002, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	S-1/A	333-144975	10.4	9/26/2007
10.5†	Amendment to the Index License Agreement for Funds, dated as of December 3, 2004, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	S-1/A	333-144975	10.5	10/26/2007
10.6†	Amendment to the Index License Agreement for Funds, dated as of May 1, 2005, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	S-1/A	333-144975	10.6	9/26/2007
10.7†	Amendment to the Index License Agreement for Funds, dated as of July 1, 2006, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	S-1/A	333-144975	10.7	10/26/2007
10.8	Amendment to Index License Agreement for Funds, dated as of June 5, 2007, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.8	1/31/2011
10.9	Amendment to Index License Agreement for Funds, dated as of November 7, 2008, between MSCI Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.9	2/29/2012
10.10†	Amendment to Index License Agreement for Funds, dated as of December 9, 2008, between MSCI Inc. and Barclays Global Investors, N.A.	10-Q	001-33812	10.2	7/2/2010
10.11	Amendment to Index License Agreement for Funds, dated as of April 1, 2009, between MSCI Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.11	1/29/2010
10.12†	Amendment to Index License Agreement for Funds, dated as of May 21, 2009, between MSCI Inc. and Barclays Global Investors, N.A.	10-Q	001-33812	10.3	7/2/2010
10.13	Amendment to Index License Agreement for Funds, dated as of September 30, 2009, between MSCI Inc. and Barclays Global Investors, N.A.	10-Q	001-33812	10.4	7/2/2010
10.14	Amendment to Index License Agreement for Funds, dated as of October 6, 2009, between MSCI Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.14	1/29/2010

EX-2

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.15†	Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.). Replaces in its entirety the Amendment to Index License Agreement for Funds, dated as of October 27, 2009, between MSCI Inc. and Barclays Global Investors, N.A. filed as Exhibit 10.15 to Form 10-K (001-33812) filed with the SEC on February 29, 2012	10-K	001-33812	10.15	3/1/2013
10.23	Tax Sharing Agreement, dated as of November 20, 2007, between Morgan Stanley and MSCI Inc.	10-K	001-33812	10.12	2/28/2008
10.29*	MSCI Inc. Amended and Restated 2007 Equity Incentive Compensation Plan	10-K	001-33812	10.30	3/1/2013
10.30*	MSCI Independent Directors’ Equity Compensation Plan as amended and restated on January 12, 2011	10-K	001-33812	10.39	1/31/2011
10.31*	MSCI Inc. Performance Formula and Incentive Plan	Proxy	001-33812	Annex C	2/28/2008
10.32*	MSCI Equity Incentive Compensation Plan 2007 Founders Grant Award Certificate for Stock Options	10-K	001-33812	10.19	2/28/2008
10.33*	Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. Independent Directors’ Equity Compensation Plan	10-K	001-33812	10.34	3/1/2013
10.34*	RiskMetrics Group, Inc. 2000 Stock Option Plan	S-8	333-165888	99.1	6/3/2010
10.35*	RiskMetrics Group, Inc. 2004 Stock Option Plan	S-8	333-165888	99.2	6/3/2010
10.36*	RiskMetrics Group, Inc. 2007 Omnibus Incentive Compensation Plan	10-K	001-33812	10.38	3/1/2013
10.39*	Form of Award Agreement for Restricted Stock Units for Employees under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10- K	001-33812	10.46	1/31/2011
10.40*	Form of Award Agreement for Restricted Stock Units for Named Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.47	1/31/2011
10.43*	Award Agreement for 2010 Price Vested Stock Option Award for the Chief Executive Officer under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.54	1/31/2011
10.44*	Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.46	3/1/2013
10.45*	Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.47	3/1/2013

EX-3

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.46†	Amendment to Index License Agreement for Funds, dated as of December 15, 2009, between MSCI Inc. and Blackrock Institutional Trust Company, N.A.	10-K	001-33812	10.57	1/31/2011
10.47	Amendment to Index License Agreement for Funds, dated as of June 13, 2011, between MSCI Inc. and BlackRock Institutional Trust Company, N.A.	10-K	001-33812	10.58	2/29/2012
10.48	Amendment to Index License Agreement for Funds, dated as of May 20, 2010	10-K	001-33812	10.59	1/31/2011
10.49†	Schedule No. 11043 to the Master Index License Agreement for Index Based Funds, between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.), dated as of September 1, 2010	10-K	001-33812	10.60	1/31/2011
10.50†	Amendment to the Index License Agreement for Funds, dated as of November 19, 2010, between MSCI Inc. and Barclays Global Investors, N.A.	10-K	001-33812	10.50	2/27/2015
10.51	Amendment to the Index License Agreement for Funds, dated as of June 21, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.)	10-K	001-33812	10.62	2/29/2012
10.52†	Amendment to the Index License Agreement for Funds, dated as of July 1, 2011, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and Blackrock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K/A	001-33812	10.63	7/20/2012
10.53†	Amendment to the Index License Agreement for Funds, dated as of August 23, 2011, by and between MSCI Inc. and Blackrock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.53	2/27/2015
10.54	Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.)	10-K	001-33812	10.65	2/29/2012
10.55†	Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.57	3/1/2013

EX-4

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.56	Amendment to the Index License Agreement for Funds, dated as of December 16, 2011, by and between MSCI Inc. (formerly, Morgan Stanley Capital International, Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.67	2/29/2012
10.57	Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc.	8-K	001-33812	10.1	9/22/2011
10.58*	Director Deferral Plan	10-Q	001-33812	10.1	8/5/2011
10.59*	Offer Letter, executed May 25, 2012, between MSCI Inc. and Robert Qutub	8-K	001-33812	10.1	5/30/2012
10.62†	Amendment to the Index License Agreement for Funds, dated as of February 16, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.66	2/28/2014
10.63†	Amendment to the Index License Agreement for Funds, dated as of April 9, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.63	2/27/2015
10.64†	Amendment to the Index License Agreement for Funds, dated as of June 1, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.68	3/1/2013
10.65†	Amendment to the Index License Agreement for Funds, dated as of August 17, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.69	3/1/2013
10.66†	Amendment to the Index License Agreement for Funds, dated as of August 20, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.70	2/28/2014

EX-5

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.67†	Amendment to the Index License Agreement for Funds, dated as of November 6, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.71	2/28/2014
10.68†	Amendment to the Index License Agreement for Funds, dated as of November 15, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.72	3/1/2013
10.69†	Amendment to the Index License Agreement for Funds, dated as of February 21, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.73	2/28/2014
10.70†	Amendment to the Index License Agreement for Funds, dated as of March 20, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.74	2/28/2014
10.71†	Amendment to the Index License Agreement for Funds, dated as of September 11, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.71	2/27/2015
10.72†	Amendment to the Index License Agreement for Funds, dated as of December 10, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.72	2/27/2015
10.73†	Amendment to the Index License Agreement for Funds, dated as of December 16, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.72	2/27/2015
10.74*	Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.79	2/28/2014
10.75*	Form of Performance Award Agreement for Performance Stock Units for Chief Executive Officer under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.80	2/28/2014

EX-6

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.76*	Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.81	2/28/2014
10.77*	Form of Award Agreement for Restricted Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.82	2/28/2014
10.78*	Form of Award Agreement for Restricted Stock Units for Chief Executive Officer under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.83	2/28/2014
10.79*	Form of Award Agreement for Restricted Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.84	2/28/2014
10.80*	Award Agreement for 2013 Non-Qualified Stock Option Award	10-K	001-33812	10.85	2/28/2014
10.82†	Amendment to the Index License Agreement for Funds, dated as of January 23, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.82	2/27/2015
10.83†	Amendment to the Index License Agreement for Funds, dated as of January 23, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.83	2/27/2015
10.84	Stock Purchase Agreement, dated as of March 17, 2014, among MSCI Inc., RiskMetrics Group Holdings, LLC and VISS Acquisition Corp.	8-K	001-33812	2.1	4/20/2014
10.85†	Letter Agreement to amend the Amendment to the Index License Agreement for Funds, dated as of March 18, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.85	2/27/2015
10.87*	Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. Independent Directors’ Equity Compensation Plan, as amended	10-Q	001-33812	10.2	5/2/2014

EX-7

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.88*	Summary of Non-Employee Director Compensation	Filed Herewith
10.89†	Amendment to the Index License Agreement for Funds, dated as of July 9, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.89	2/27/2015
10.90†	Amendment to the Index License Agreement for Funds, dated as of July 16, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.90	2/27/2015
10.91†	Amendment to the Index License Agreement for Funds, dated as of August 15, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.91	2/27/2015
10.92†	Amendment to the Index License Agreement for Funds, dated as of September 9, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.92	2/27/2015
10.93†	Amendment to the Index License Agreement for Funds, dated as of September 17, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.93	2/27/2015
10.94	Master and Supplemental Confirmations regarding Accelerated Stock Buyback, dated as of September 18, 2014, between MSCI Inc. and Goldman, Sachs & Co.	10-Q	001-33812	10.1	10/30/2014
10.95†	Amendment to the Index License Agreement for Funds, dated as of September 22, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.95	2/27/2015
10.96†	Amendment to the Index License Agreement for Funds, dated as of October 30, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.96	2/26/2016

EX-8

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.97	Revolving Credit Agreement, dated as of November 20, 2014, among MSCI Inc., as the Borrower, each of the Subsidiary Guarantors party thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent and L/C Issuer, the Lenders party thereto and J.P. Morgan Securities LLC, as Lead Arranger and Bookrunner (amended by Amendment No. 1 to the Revolving Credit Agreement, dated August 4, 2016, among MSCI Inc., each of the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent)	8-K	001-33812	10.1	11/20/2014
10.98	Cooperation Agreement, dated as of January 29, 2015 (amended by Letter Agreement to Cooperation Agreement, dated as of March 10, 2016, by and among MSCI Inc., Value Act Capital Management, L.P. and D. Robert Hale)	8-K	001-33812	99.1	1/30/2015
10.99*	Form of Award Agreement for Restricted Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-K	001-33812	10.101	2/27/2015
10.100*	Form of Annual Performance Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-Q	001-33812	10.4	04/29/2016
10.101*	Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-Q	001-33812	10.5	04/29/2016
10.102†	Amendment to the Index License Agreement for Funds, dated as of February 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.102	2/26/2016
10.103†	Amendment to the Index License Agreement for Funds, dated as of February 25, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.103	2/26/2016
10.104†	Letter Agreement (to amend the Amendment dated December 10, 2013) to the Index License Agreement for Funds, dated as of March 17, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.104	2/26/2016

EX-9

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.105†	Amendment to the Index License Agreement for Funds, dated as of April 20, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.105	2/26/2016
10.106†	Amendment to the Index License Agreement for Funds, dated as of April 20, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.106	2/26/2016
10.107*	Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. Independent Directors’ Equity Compensation Plan, as amended	10-Q	001-33812	10.1	5/1/2015
10.108*	Change of Employment Status and Release Agreement for Roveen Bhansali	10-Q	001-33812	10.1	5/1/2015
10.109*	MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015	Filed Herewith
10.110†	Amendment (to amend the Amendment dated February 21, 2013) to the Index License Agreement for Funds, dated as of June 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.110	2/26/2016
10.111†	Amendment to the Index License Agreement for Funds, dated as of June 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.111	2/26/2016
10.112†	Amendment (to amend the Amendment dated November 6, 2012) to the Index License Agreement for Funds, dated as of June 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.112	2/26/2016
10.113†	Amendment (to amend the Amendments dated January 23, 2014 and April 15, 2014) to the Index License Agreement for Funds, dated as of June 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.113	2/26/2016

EX-10

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.114*	Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-Q	001-33812	10.2	7/31/2015
10.115*	Form of Special Performance Award Agreement for Performance Stock Units under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-Q	001-33812	10.3	7/31/2015
10.116†	Amendment to the Index License Agreement for Funds, dated as of August 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.116	2/26/2016
10.117†	Amendment (to amend the Amendment dated October 4, 2011) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.117	2/26/2016
10.118†	Amendment (to amend the Amendment dated January 23, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.118	2/26/2016
10.119†	Amendment (to amend the Amendment dated August 15, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.119	2/26/2016
10.120†	Letter Agreement (to amend the Amendment dated August 15, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.120	2/26/2016
10.121†	Letter Agreement (to amend the Amendment dated April 20, 2015) to the Index License Agreement for Funds, dated as of October 9, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.121	2/26/2016

EX-11

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.122†	Letter Agreement (to amend the Amendment dated December 10, 2013) to the Index License Agreement for Funds, dated as of December 17, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)	10-K	001-33812	10.122	2/26/2016
10.123*	Transition and Release Agreement, dated as of February 10, 2016, by and between MSCI Inc. and Robert Qutub	10-K	001-33812	10.123	2/26/2016
10.124*	Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan	10-Q	001-33812	10.6	4/29/2016
10.125*	Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2016 Omnibus Incentive Plan	10-Q	001-33812	10.7	4/29/2016
10.126	Amendment (to amend the Amendment dated January 23, 2014) to the Index License Agreement for Funds, dated as of April 15, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	10-K	001-33812	10.126	2/26/2016
10.127††	Amendment to the Index License Agreement for Funds, dated as of January 28, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.128*	Offer Letter, effective as of March 15, 2016, between MSCI Inc. and Kathleen A. Winters	8-K	001-33812	10.1	4/27/2016
10.129††	Amendment to the Index License Agreement for Funds, dated as of February 29, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.130††	Amendment to the Index License Agreement for Funds, dated as of April 8, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith

EX-12

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.131††	Amendment (to amend the Amendment dated December 16, 2011) to the Index License Agreement for Funds, dated as of April 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.132*	MSCI Inc. 2016 Omnibus Incentive Plan	S-8	333-210987	99.1	04/28/2016
10.133*	MSCI Inc. 2016 Non-Employee Directors Compensation Plan	S-8	333-210987	99.2	04/28/2016
10.134*	Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan	10-Q	001-33812	10.3	4/29/2016
10.135*	Non-Employee Director Stock Ownership Guidelines	10-Q	001-33812	10.8	4/29/2016
10.136*	MSCI Inc. Non-Employee Director Deferral Plan, as amended	10-Q	001-33812	10.9	4/29/2016
10.137	Letter Agreement to Cooperation Agreement, dated as of March 10, 2016, by and among MSCI Inc., Value Act Capital Management, L.P. and D. Robert Hale.	10-Q	001-33812	10.10	4/29/2016
10.138*	Offer Letter, effective as of October 15, 2014, by and between MSCI Inc. and Laurent Seyer	10-Q	001-33812	10.13	4/29/2016
10.139*	Offer Letter, effective as of May 15, 2011, by and between MSCI Inc. and Peter Zangari	10-Q	001-33812	10.14	4/29/2016
10.140††	Amendment to the Index License Agreement for Funds, dated as of April 29, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.141	Amendment to the Schedules to the Index License Agreement for Funds, dated as of May 4, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.142††	Amendment to the Index License Agreement for Funds, dated as of May 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith

EX-13

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.143††	Amendment to the Index License Agreement for Funds, dated as of June 15, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.144††	Amendment (to amend the Amendment dated February 29, 2016) to the Index License Agreement for Funds, dated as of July 21, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.145*	Form of 2016 Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan	10-Q	001-33812	10.5	7/29/2016
10.146††	Amendment to the Index License Agreement for Funds, dated as of August 1, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.147	Amendment No. 1 to the Revolving Credit Agreement, dated August 4, 2016, among MSCI Inc., each of the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent	8-K	001-33812	10.1	8/05/2016
10.148††	Amendment to the Index License Agreement for Funds, dated as of October 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.149	Amendment to the Schedules to the Index License Agreement for Funds, dated as of November 30, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.150††	Amendment to the Index License Agreement for Funds, dated as of December 5, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)	Filed Herewith
10.151*	Form of Special Restricted Stock Unit Award Agreement under the MSCI Inc. 2016 Omnibus Incentive Plan	Filed Herewith

EX-14

Exhibit Number	Description	Form	File No.	Exhibit No.	Filing Date
10.152*	Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan	Filed Herewith
10.153*	Form of Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan	Filed Herewith
21.1	Subsidiaries of the Registrant	Filed Herewith
23.1	Consent of PricewaterhouseCoopers LLP	Filed Herewith
24.1	Powers of Attorney (included as part of Signature Page)	Filed Herewith
31.1	Rule 13a-14(a) Certification of Chief Executive Officer	Filed Herewith
31.2	Rule 13a-14(a) Certification of Chief Financial Officer	Filed Herewith
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer	Furnished Herewith
101.INS	XBRL Instance Document.	Filed Herewith
101.SCH	XBRL Taxonomy Extension Schema Document.	Filed Herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed Herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Filed Herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Filed Herewith

*	Indicates a management compensation plan, contract or arrangement.

†	Confidential treatment has been granted for a portion of this exhibit.

††	Confidential treatment requested.

EX-15