MSCI (MSCI) 10-K risk factor changes: FY2021 vs FY2020

| | • | Security vulnerabilities [removed: in our internal network, systems or applications] resulting from our use of open source code; |

Products or services we develop or license may contain undetected errors or defects despite [removed: testing.][added: testing or other quality assurance practices.]

[removed: Use of our products or services as part of the investment process] creates the risk that our clients, the parties whose assets are managed by our clients, investors in investment products linked to our indexes, the companies that we rate or assess in our ESG solutions or the shareholders of those companies, may pursue claims against us based on even a small error in our data, calculations, methodologies or analysis or a malfunction or failure in our systems, products or services.

If undetected errors exist in our products or services, or if our products or services fail to perform properly due to defects, malfunctions or similar problems, it could result in harm to our brand or reputation, significantly increased costs, lost sales, delays in commercial release, [removed: third\-party] [added: third-party] claims, contractual disputes, negative publicity, delays in or loss of market acceptance of our products or services, license terminations or renegotiations and/or unexpected expenses and diversion of resources to remedy or mitigate such errors, defects or malfunctions.

While we have provisions in our client contracts that are designed to limit our liability from claims brought by our clients or third parties relating to our products or services, these provisions could be invalidated or fail to adequately limit our [removed: liability, which could result in the provision of credits, adverse monetary judgments and other penalties and damages.][added: liability.]

In addition, the duration or outcome of such claims and lawsuits is difficult to predict, which could further exacerbate the adverse effect they may have on our [removed: business] [added: business, financial condition or results of] operations.

While we were not materially impacted in [removed: 2020,] [added: 2021,] due to ongoing uncertainty related to the duration, magnitude and impact of the COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, its potential effects on our business are uncertain and difficult to predict, but may include:

| | • | an inability to sustain revenue growth through obtaining new clients and achieving and maintaining a high level of renewal rates with respect to our existing [removed: clients (for example, subscription cancellations increased by 26.6% for the year ended December 31, 2020 compared to being down 1.7% for the year ended December 31, 2019, due, in part, to the challenging operating environment);] [added: clients;] |

| | • | increased strain on our workforce, management and other resources, including employee [removed: absenteeism] [added: absenteeism, complications from working remotely] and illness of key personnel. |

Additionally, many of the other risk factors described in this Item may be exacerbated or the likelihood of such risks materializing may be increased by global widespread health crises such as the COVID-19 pandemic and the volatile regional and global economic conditions stemming from the [added: pandemic and responses to the] pandemic.

[removed: These mitigation efforts have included] [added: We cannot assure you that we will be successful in our attempts to mitigate any negative effects of this global pandemic on our business, including] implementing our [removed: business-specific] [added: business] continuity plans and processes, transitioning to [removed: a largely global work-at-home model,] [added: remote and flexible-work models globally,] proactively reducing costs intended to allow us to protect against further downside revenue risk, and investing in additional initiatives to support our long-term growth, while also focusing on maintaining liquidity and capital structure flexibility.

We closely monitor the impact of the COVID-19 pandemic and continually assess its potential effects on our [removed: business.][added: business and take appropriate actions in accordance with the recommendations and requirements of relevant authorities.]

If we are not able to respond to and manage the impact of such events effectively, our [removed: business and] [added: business,] financial condition [added: or results of operations] may be negatively impacted.

Real or perceived factors that may have already affected credibility, or which could potentially have an impact in this regard, include: the appearance of a conflict of interest; the editorial independence of our index composition and ESG rating [added: and assessment] processes and decisions; the influence of third parties, including governments and large investors or asset owners, on our editorial decisions; the performance of companies relative to their ESG ratings, index inclusion, risk characteristics or other MSCI content or analytics; the timing and nature of changes to our indexes or ESG [removed: ratings;] [added: ratings and assessments;] disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, ESG ratings and [removed: related] [added: assessments,] data, information and analysis; the accuracy and completeness of our data; views expressed by the media, politicians, other government officials or representatives, regulators or other third parties regarding our company or our industry or our role in the investment [removed: processes;] [added: process;] our own sustainability and corporate responsibility policies or practices, including as a result of (i) failure to meet publicly disclosed ESG and climate-related targets or goals, or (ii) misalignment with evolving market standards or the methodologies and standards used in our products and ESG ratings; [removed: criticism of our own sustainability] and [removed: corporate responsibility policies or practices by] the [removed: companies we evaluate for ESG ratings or index inclusion; and the] impact of political tensions relating to countries, industries, companies or issues relevant to our products and services, such as the inclusion of certain Chinese companies in our indexes or the focus on sustainable investing and climate considerations in our offerings.

Damage to our reputation, brand or credibility could have a material adverse impact on MSCI’s business, [removed: operating results and] financial [removed: condition.][added: condition or results of operations.]

Moreover, clients that have licensed our indexes to serve as the basis of indexed investment products are generally not required to continue to use our indexes and could elect [added: at any time] to cease offering the [added: investment] product or switch to [added: using] a [removed: lower fee] [added: non-MSCI] index.

Results for any given quarter could be materially adversely affected by stronger growth in assets in indexed investment products with [removed: lower than average] [added: lower-than-average] fees not sufficiently offset by growth in assets in indexed investment products with [removed: higher than average] [added: higher-than-average] fees.

For the fiscal year ended December 31, [removed: 2020,] [added: 2021,] our largest client organization by revenue, BlackRock, accounted for [removed: 11.0%] [added: 12.7%] of our total revenues.

For the fiscal year ended December 31, [removed: 2019, BlackRock,] [added: 2020, BlackRock] accounted for [removed: 11.5%] [added: 11.0%] of our total revenues.

Failure to achieve one or more of these objectives could have a material adverse effect on our business, financial condition and [removed: operating results.][added: results of operations.]

For example, a number of our clients have obtained regulatory clearance to create indexes for use as the basis of ETFs that they [removed: manage.][added: manage and others have invested in direct indexing strategies, allowing investors to purchase individual stocks making up an index rather than investing in a fund or ETF.]

[removed: A growing number of asset managers and investment banks, in partnership with index providers that offer calculation agent services, or acting together with an industry group or] association, have created or may create their own range of proprietary indexes, which they use to manage funds or as the basis of ETFs, structured products or over-the-counter derivatives.

Heavy use of our electronic delivery systems and other factors such as loss of service from third parties, operational failures, human error, terrorist or other attacks affecting systems or sites where we are located, climate or weather related events (*e.g.*, [added: hurricanes, floods or other] natural disasters), [added: another outbreak of pandemic or contagious disease,] power loss, telecommunications failures, technical breakdowns, Internet failures or [removed: computer viruses] [added: malicious software] could impair our systems’ operations or interrupt their availability for extended periods of [removed: time.][added: time or impact the availability of personnel.]

There is no assurance that we will be able to successfully defend against such disruptions or that our disaster recovery or business continuity [removed: plans] [added: plans, or those of our third-party service providers (including cloud providers),] will be effective in mitigating the risks and associated costs, which could be exacerbated by our shift to an increasingly remote working environment, and which could have a material impact on our business, financial condition or results of operations.

We rely on a complex system of internal processes and [removed: software] [added: IT] controls along with policies, procedures and training to protect [removed: data that we receive in the ordinary course of business,] [added: this information,] including sensitive [removed: and confidential] client data such as material non-public information and client portfolio data that may be provided to us or hosted on our systems, against unauthorized [removed: data] access or disclosure.

In addition, we believe that when we change the composition of our indexes, in some cases the changes can have an indirect effect on the prices of constituent securities and on certain indexed investment products as a result of trading activity related to [removed: replicating] [added: tracking] our indexes.

As the usage and types of uses of our ESG ratings increase, the ratings and changes to the ratings in some cases could also potentially have an impact on the companies that we [removed: rate] [added: rate, the price of their securities] and the price of [added: other securities that reference] their securities.

If our internal processes, confidentiality policies, conflict of interest policies or information barrier procedures fail or are insufficient, including as a result of human error or manual processes, [added: system error] or [added: other failure, or] if an employee purposely circumvents or violates our internal controls, policies or procedures, then unauthorized access to, or disclosure or misappropriation of, data, including material non-public or other confidential information (*e.g.*, certain index composition data or ESG rating data), our brand and reputation may suffer and we may become subject to litigation, regulatory actions, sanctions or other penalties, leading to a loss of client confidence, which could have a material adverse effect on our business, financial condition or results of operations.

In some [removed: cases] [added: cases,] these risks are heightened when employees are working remotely.

Any such threats may cause material interruptions or malfunctions in our or our vendors’ products or services, networks, systems, websites, applications, data or data processing, or may otherwise compromise the availability, [added: confidentiality or integrity of data or information in our possession.]

We may also incur additional costs as a result of increasing and refining our internal processes and [removed: software] [added: IT] controls and policies and procedures related to security, processing integrity and confidentiality or privacy.

Such incidents could have a material adverse effect on our [added: business,] financial condition or results of operations.

While we have taken steps to mitigate such interruptions and delays, we cannot provide assurance that they will not occur again in the future as part of [removed: major] migration efforts [added: to new technologies, applications or processes] (*e.g.*, cloud migration), even after extensive testing of new systems, processes, applications and [removed: hardware.][added: hardware, or if we experience significant growth of our customer base or increases in the number of products or services or in the speed at which we are required to provide products and services.]

Such disruptions may result in cancellations and reduced demand for our products and services, resulting in decreased [removed: revenues.][added: revenues, or in cost increases relating to our use of power and data storage.]

Accordingly, any significant failures, disruptions or instability affecting our information technology platform, cloud providers, data centers, production and delivery systems, applications, processes or the Internet could negatively affect our ability to distribute our products effectively and to service our clients, damage our brand and reputation and result in litigation, which may have a material adverse effect on our [added: business,] financial condition or results of operations.

Our use of open source code could introduce security [removed: vulnerabilities into our internal network, systems and applications,] [added: vulnerabilities,] impose unanticipated delays or costs in deploying our products or services, or impose conditions or restrictions on our ability to commercialize our products or services or keep them confidential.

We rely on open source code to develop software and to incorporate it in our [removed: products, as well as to support our internal systems] [added: products] and [removed: infrastructure.][added: internal systems.]

Some open source licenses provide that if we combine our proprietary code with open source code [added: and distribute it] in a certain manner, we could be required to release the source code of our proprietary applications to the public.

[removed: In either event,] [added: Therefore,] we could be required to seek licenses from third parties on terms that are not commercially feasible, to make generally available portions of our proprietary code, to re-engineer our products or systems, to discontinue the licensing of our products if re-engineering could not be accomplished on a timely or cost-effective basis, or to take other remedial action that [removed: could divert resources away from our development efforts.]

Our clients use our products for a variety of purposes, including benchmarking, performance attribution, portfolio construction and risk management, and to support investment strategies including ESG, [added: climate,] factor, thematic, private asset and MAC investing.

| | • | Our need to successfully develop new and enhanced products and services in order to remain competitive; |

In addition, in the ordinary course suppliers of Vendor Products are subject to various forms of cyber-attacks.

Breaches of our suppliers’ systems and networks may cause material interruptions or malfunctions in our or such suppliers’ websites, applications or data processing, or may compromise the confidentiality and integrity of affected information.

Use of our products or services as part of the investment process

In addition, clients also increasingly require us to provide contractual assurances regarding our risk management and security practices or policies, and many of our clients in the financial services sector are subject to regulations and requirements to adopt risk management processes to oversee their third-party relationships.

Contractual disputes could result in the provision of credits, adverse monetary judgments and other penalties and damages.

Even though some initial measures have been relaxed, certain restrictions have been reinstated as new variants of COVID-19 have emerged, and other measures may be put back into place or increased if the spread of the COVID-19 pandemic continues or increases in the future.

The extent to which the COVID-19 pandemic may impact our operational and financial performance remains uncertain and will depend on many factors outside of our control, including the timing, extent, trajectory and duration of the pandemic; the emergence, spread and severity of new variants of COVID-19; the development, availability, distribution and effectiveness of vaccines and treatments; the imposition of protective public safety measures, including vaccine and testing mandates; and the impact of the pandemic on the global economy, including financial markets.

In some cases, our ESG and Climate offerings, such as our company ESG ratings and our Net-Zero Tracker, may insert MSCI into a public spotlight or debate regarding the environment, social concerns or corporate responsibility.

In addition, our position as a leading source of ESG research, ratings, data and

assessments may at times become contentious or controversial and lead to disputes with companies or investors or other interested stakeholders and create negative media or regulatory attention.

In addition, we believe that MSCI’s corporate culture and reputation contribute to our ability to attract and retain talent, and reputational damage could negatively affect both our hiring and employee retention.

Additionally, our clients, including our largest clients, may seek to renegotiate existing asset-based fee models with the objective of achieving lower fees, either on a rate basis or in aggregate, which may have a negative impact on our operating revenues.

A growing number of asset managers and investment banks, in partnership with index providers that offer calculation agent services, or acting together with an industry group or

To the extent we grow through acquisitions, newly acquired businesses may not have invested in technological infrastructure and disaster recovery to the same extent as we have.

As their systems are integrated into ours, a vulnerability could be introduced, which could impact our platforms across the Company.

Many of our products, as well as our internal systems and processes, involve the collection, retrieval, processing, storage and transmission of proprietary, third party and client confidential information.

We also handle personal information of our employees in connection with their employment.

could divert resources away from our development efforts.

A portion of our revenues comes from clients who use our indexes as the basis for indexed investment products.

These fees are primarily based on a client’s assets under management or trading volumes.

The process of developing and enhancing our products and services is complex and may become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems, technologies and customer expectations.

In addition, our reputation could be harmed if we are perceived as not innovating rapidly enough to meet the changing needs of investors or their advisors.

If we do not appropriately tailor our products and services to fit the needs of the local market, we may be unable to effectively grow sales of our products and

For instance, the UK FCA has announced that it will conduct a market study into how competition is working in the markets for benchmarks and indices.

| --- | --- | --- |

To the

For example, IOSCO has asked regulators to consider focusing more attention on the use of ESG ratings and data products and ESG ratings and data products providers that may be subject to their jurisdiction, and ESMA has called for entities issuing ESG ratings and assessments to be registered and supervised.

These or similar regulatory regimes could impose significant compliance burdens and costs on our ESG and Climate products and services.

Furthermore, regulation in multiple jurisdictions may be inconsistent, which could create implementation challenges and result in inadvertent noncompliance.

particular facts and circumstances of the cases.

thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto, as amended, supplemented, modified or amended and restated from time to time (as amended, the “Revolving Credit Facility”).

The administrator for LIBOR announced on March 5, 2021 that it will permanently cease to publish most LIBOR settings beginning on January 1, 2022 and cease to publish the overnight, one-month, three-month, six-month and 12-month USD LIBOR settings on July 1, 2023.

Accordingly, the FCA has stated that is does not intend to persuade or compel banks to submit to LIBOR after such respective dates.

Until such time, however, FCA panel banks have agreed to continue to support LIBOR.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is recommending replacing USD LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury securities.

It is unknown whether SOFR will attain market acceptance as replacement for LIBOR and, because SOFR differs fundamentally from LIBOR, there is no assurance that SOFR will perform in the same way as LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR.

At this time, it is not possible to predict the effect that these developments may have on any floating rate debt instruments, including borrowings under our Revolving Credit Facility.

Pursuant to the Credit Agreement Amendment that became effective on March 29, 2021, we updated the LIBOR succession provisions in our Revolving Credit Facility to contemplate a mechanism for replacing LIBOR with a new benchmark rate without an amendment to the terms of the Credit Agreement governing the Revolving Credit Facility.

Since the conditions for the implementation of this mechanism have not yet been triggered, we cannot determine with certainty what such replacement rate would be.

We continue to work with our stakeholders (including customers, employees, suppliers, business partners, and local communities) to attempt to mitigate any negative effects of this global pandemic on our business.

We cannot assure you that we will be successful in any of these mitigation efforts.

Given the dynamic nature of these circumstances, we cannot reasonably estimate the full impact of the COVID-19 pandemic at this time.

The extent to which our business, financial condition, results of operations, or cash flows are affected by COVID-19 will depend in part on future developments which cannot be accurately predicted and are uncertain, as there are no comparable recent events that provide guidance as to the potential effect of the spread of a global pandemic.

Additionally, our clients, including our largest clients, may seek to lower or eliminate floors on asset-based fees (i.e., minimum asset-based fee percentages) or impose or lower ceilings on asset-based fees (i.e., maximum asset-based fee percentages).

Such changes affecting our fees and fee structures could individually, or in the aggregate, negatively impact our revenues.

For example, at least one large client ceased using MSCI indexes as the basis for a significant number of its index funds.

Many of our products provide for the exchange of sensitive information with our clients through a variety of media and channels, such as the Internet, applications and dedicated transmission lines.

confidentiality or integrity of data or information in our possession.

Accordingly, there are risks that there may be a failure in our procedures for controlling the use of open source code or that these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products.

standards or achieve market acceptance.

We must continue to improve our operational, financial, human resources, management, legal and compliance processes and information systems to keep pace with the expansion of our business.

The

The heightened attention and scrutiny on benchmarks and index providers by regulators,

such as non-disclosure obligations, to protect our products and services.

A weaker British pound sterling means that revenues earned in British pound sterling translate to lower reported U.S. dollar revenues.

A weaker British pound sterling also means that expenses incurred in British pound sterling translate to lower reported U.S. dollar expenses.

A weaker British pound sterling could also impair the purchasing power of certain clients and could result in decreased demand for our products and services.

A fall in the British pound sterling relative to the U.S. dollar, and the strengthening of the U.S. dollar relative to a number of currencies including the British pound sterling, could have significant impacts on our business, financial condition or results of operations.

This announcement indicates that the continuation of LIBOR on the current basis cannot be guaranteed after 2021, and it appears highly likely that LIBOR will be discontinued or modified by the end of 2021, and although alternative reference rates have been proposed, it is unknown whether they will attain market acceptance as replacements of LIBOR.

At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt instruments, including borrowings under the Credit Agreement, dated as of November 20, 2014, by and among the Company, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto, as amended, supplemented, modified or amended and restated from time to time (as amended, the “Revolving Credit Facility”).

The use of alternative reference rates or other reforms could cause the interest rate calculated for such borrowings to increase or otherwise fail to correlate over time with the interest rates and/or

payments that would have been made on our obligations if LIBOR was available in its current form, or have other adverse effects on us.

To address the transition away from LIBOR, our Revolving Credit Facility provides for a process to amend our Revolving Credit Facility to substitute LIBOR with a replacement rate under certain circumstances.

However, there is no guarantee that any such amendment for a replacement rate would become effective, and in the event that such amendment does not become effective, we may be required to pay a rate of interest higher than expected on any amounts owed under our Revolving Credit Facility.

company.

[removed: The following] [added: This] discussion [removed: and analysis of the financial condition and results of our operations for the year ended December 31, 2020] should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

[removed: The discussion] [added: As a result of changes to the presentation of our reportable segments effective January 1, 2021, we have included herein certain discussions] summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, [removed: 2019 can be found in Part II, “Item 7.][added: 2020.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] (the [removed: “2019] [added: “2020] Annual Report”), which was filed with the Securities and Exchange Commission on February [removed: 18, 2020.][added: 12, 2021.]

We are a leading provider of critical decision support tools and [removed: services] [added: solutions] for the global investment community.

Leveraging our knowledge of the global investment process and our expertise in research, data and technology, [removed: our actionable solutions power better investment decisions by enabling] [added: we enable] our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios.

In evaluating our financial performance, we focus on revenue and profit growth, including results accounted for under [removed: accounting principles] generally accepted [added: accounting principles] in the United States (“GAAP”) as well as non-GAAP measures, for the Company as a whole and by operating segment.

In addition, we [removed: focus on] [added: utilize] operating [removed: metrics,] [added: metrics] including Run Rate, subscription sales and Retention [removed: Rate,] [added: Rate] to manage [added: and assess performance and to provide deeper insights into] the [added: recurring portion of our] business.

Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) [added: leading the enablement of ESG and climate investment integration, (c)] enhancing distribution and content-enabling technology, [removed: (c)] [added: (d)] expanding solutions that empower client customization, [removed: (d)] [added: (e)] strengthening [removed: existing] client relationships and growing [removed: by developing new ones] [added: into strategic partnerships with clients] and [removed: (e)] [added: (f)] executing strategic relationships and acquisitions with complementary content and technology companies.

Key Financial [added: and Operating] Metrics and Drivers

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate [removed: fluctuations.][added: fluctuations and acquisitions.]

[removed: More than] [added: Approximately] three-fifths of the AUM [removed: are] [added: is] invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency-adjusted variances.

Our [removed: revenue types] [added: operating revenues] are [added: grouped by the following types:] recurring subscriptions, asset-based fees and [removed: non-recurring revenues.][added: non-recurring.]

Non-recurring revenues primarily [removed: represent fees earned on products and services where we do not have renewal contracts and primarily] include revenues [removed: for providing] [added: from licenses of] historical data, [added: indexed derivative financial products,] certain implementation services and other special client requests, which are generally recognized at a point in [removed: time.][added: time, but may also be recognized over the license period.]

[removed: Cost] [added: Cost] of [removed: Revenues][added: Revenues]

Cost of revenues expenses consist of costs related to the production and servicing of our products and services and primarily includes related information technology costs, including data center, [removed: cloud,] [added: cloud service,] platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support and maintain 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 and marketing teams, as well as costs incurred in other [removed: groups] [added: departments] associated with acquiring new business, including product management, research, technology and sales operations.

R&D expenses consist of costs to develop new or enhance existing products and [added: the] costs to develop new or [removed: improved technology] [added: enhanced technologies] and service platforms for the delivery of our products and services and primarily include the costs of development, research, product management, project management and the technology support [added: directly] associated with these [removed: efforts.][added: activities.]

[removed: General] [added: General] and [removed: Administrative][added: Administrative]

G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate [removed: development] [added: development, impairment charges associated with right of use assets] and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.

[removed: Amortization] [added: Amortization] of Intangible [removed: Assets][added: Assets]

Amortization of intangible assets expense relates to definite-lived intangible assets arising from past acquisitions and [removed: internal capitalized] [added: capitalization of internally developed] software projects.

Intangibles arising from past acquisitions consist of customer relationships, [added: proprietary data,] trademarks and trade [removed: names, technology and software, proprietary processes] [added: names] and [removed: data] [added: technology] and [removed: non-competition agreements.][added: software.]

[removed: This category] [added: Depreciation and amortization of property, equipment and leasehold improvements] consists of expenses related to depreciating or amortizing the cost of [removed: furniture and fixtures,] computer and related [removed: equipment and] [added: equipment,] leasehold [removed: improvements] [added: improvements, software and furniture and fixtures] over the estimated useful life of the assets.

[removed: This category] [added: Other expense (income), net] consists primarily of interest we pay on our outstanding indebtedness, [removed: interest we collect] [added: including losses] on [removed: cash] [added: early extinguishment of debt, income] and [removed: short-term investments,] [added: losses associated with our equity method investment,] foreign currency exchange rate gains and [removed: losses] [added: losses, interest we collect on cash and short-term investments,] as well as other non-operating income and expense [removed: items, such as losses on early extinguishment of debt and income and losses associated with our equity method investment.][added: items that may arise from time to time.]

[removed: Non-GAAP] [added: Non-GAAP] Financial [removed: Measures][added: Measures]

“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including [added: impairment related to sublease of leased property, certain non-recurring acquisition-related integration and transaction costs and] the impact related to the vesting of multi-year restricted stock units granted in 2016 to certain senior executives that are subject to the achievement of multi-year total shareholder return targets, which are performance targets with a market condition (the “2016 Multi-Year PSUs”).

“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including [added: impairment related to sublease of leased property, certain non-recurring acquisition-related integration and transaction costs and] the impact related to the vesting of the 2016 Multi-Year PSUs.

Adjusted EBITDA and Adjusted EBITDA expenses are believed to be meaningful measures [removed: of] [added: for management to assess] the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period.

Accordingly, the Company’s computation of the Adjusted EBITDA and Adjusted EBITDA expenses measures may not be comparable to [removed: similarly-titled] [added: similarly titled] measures computed by other companies.

Run Rate is a key operating metric and is important because an increase or decrease in our Run Rate ultimately impacts our [added: future] operating revenues over time.

[removed: Subscription Sales][added: Subscription Sales]

Subscription sales is a key operating metric and is important [added: to management] because new subscription sales increase our Run Rate and [removed: ultimately our] [added: represent future] operating revenues [added: that will be recognized] over time.

[removed: Another] [added: Retention Rate is a] key operating metric [removed: is Retention Rate which] [added: and] is important [added: to management] because subscription cancellations decrease our Run Rate and ultimately our [added: future] operating revenues over time.

Critical Accounting [removed: Policies and] Estimates

[removed: The] [added: Our] Board of Directors has approved a stock repurchase program for the purchase of [added: shares of] the Company’s common [removed: stock.][added: stock in the open market.]

See Note [removed: 10,] [added: 11,] “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program.

The decrease [added: in weighted average shares and common shares outstanding] primarily reflects the impact of share repurchases made pursuant to the stock repurchase [removed: program and the vesting of the restricted stock units that were included in the dilutive share count in the prior year.][added: program.]

See [removed: “–Liquidity and Capital Resources–Senior Notes and Credit Agreement” below and] Note [removed: 5,] [added: 6,] “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements included herein for additional information on [removed: our] [added: the] Senior Notes and Revolving Credit Agreement.

[removed: Year Ended] December 31, 2020 Compared to [removed: Year Ended] December 31, 2019

The following table presents the results [removed: of operations] for the [added: ESG and Climate segment for the] years indicated:

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is a discussion and analysis of the financial condition and results of the operations of MSCI Inc. and its consolidated subsidiaries for the year ended December 31, 2021.

The remaining discussions may be found in Part II, “Item 7.

Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions.

We operate in four reportable segments as follows: Index, Analytics, ESG and Climate, and All Other – Private Assets.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Effective January 1, 2021, the ESG and Climate operating segment is being presented as a separate reportable segment.

The operating segments of Real Estate and The Burgiss Group, LLC (“Burgiss”) do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other – Private Assets reportable segment.

For more information about our Company’s operations, see “*Item 1: Business*”.

We present revenues disaggregated by types and by segments, which represent our major product lines.

Our revenues are presented by type and by reportable segment.

Asset-based fees represent fees earned that are variable in nature, as they are calculated based on the AUM linked to our indexes.

Non-recurring revenues primarily represent fees earned on products and services where we do not have renewal contracts.

Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related expenses

Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes.

Goodwill

Goodwill is recorded as a result of business combinations undertaken by the Company when the purchase price exceeds the fair value of the net tangible assets and separately identifiable intangible assets acquired.

The Company tests goodwill for impairment on an annual basis on July 1st and on an interim basis when certain events and circumstances exist.

The test for impairment is performed at the reporting unit level.

In testing goodwill for impairment, the company used the income approach to estimate the fair value of each reporting unit.

Under the income approach, we estimate the fair value of each reporting unit based on the present value of estimated future cash flows.

Estimating discounted future cash flows requires significant management judgment including in estimating forecasted future cash flows and determining both discount rates and terminal growth rates.

Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit.

Discount rates are selected based on discount rates of similar public companies to the reporting unit being valued and terminal growth rates are selected based on consideration of growth rates used during the reporting unit’s forecast period in combination with economic conditions.

These assumptions require management’s judgment and changes to these estimates or assumptions could materially affect the determination of the reporting unit’s fair value.

Any impairment is measured as the difference between the carrying amount and its fair value.

Based on our quantitative assessment as of July 1, 2021, we determined that the estimated fair value of the Company’s reporting units substantially exceeded their respective carrying values, so no impairment of goodwill was recorded.

Definite Lived Intangible Assets

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.

These events or circumstances include adverse changes in the manner in which the asset will be used, adverse changes in legal factors related to the asset or negative changes in expected financial performance of the asset, including accumulation of costs and operating losses.

Determining whether an event or changes in circumstances warrant an impairment review involves management judgment.

Once it is determined that an impairment review is necessary, determination of recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows.

If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired.

Measurement of impairment for intangible assets is based on the amount the carrying value exceeds the fair value of the asset, which is based on estimated discounted future cash flows.

Estimated undiscounted and discounted cash flows used in the determination and calculation of impairments represent management forecasts and require significant management judgment.

While management believes that its forecasts are reasonable, differences between forecasts and actual experience could materially affect the valuations.

There were no events or changes in

circumstances that would indicate that the carrying value of the definite-lived intangible assets may not be recoverable during the years presented.

With respect to our acquisition of RCA on September 13, 2021, the initial valuation of intangible assets, as part of the acquisition method of accounting, is subjective and based, in part, on inputs that are unobservable.

The significant assumptions used to estimate the fair value of the acquired intangible assets included, forecasted cash flows which were determined based on certain assumptions which included, among others, projected future revenues, and expected market royalty rate, technology obsolescence rates and discount rates.

These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and assumed liabilities differently from the allocation that we have made.

Investors all over the world use our tools and services to gain insight and improve transparency throughout their investment processes, including to help define their investment universe, inform and analyze their asset allocation and portfolio construction decisions, measure and manage portfolio performance and risk, conduct performance attribution, implement sustainable and other investment strategies, design and issue ETFs and other indexed financial products, and facilitate reporting to stakeholders.

Our leading, research-enhanced products and services include indexes; portfolio construction and risk management analytics; ESG research and ratings, as well as climate solutions; and real estate benchmarks, return-analytics and market insights.

Through our integrated franchise we provide solutions across our products and services to support our clients’ dynamic and complex needs.

Our content and capabilities can be accessed by our clients through multiple channels and platforms.

We are focused on product innovation to address the evolving needs of our clients in light of changing investment trends and an increasingly complex industry.

In order to most effectively serve our clients, we are committed to driving an integrated solutions-based approach, achieving service excellence, enhancing our differentiated research and content, and delivering flexible, cutting-edge technology and platforms.

Our clients comprise a wide spectrum of the global investment industry and include the following key client types:

| | • | Asset owners (pension funds, endowments, foundations, central banks, sovereign wealth funds, family offices and insurance companies) |

| --- | --- | --- |

| | • | Asset managers (institutional funds and accounts, mutual funds, hedge funds, ETFs, insurance products, private banks and real estate investment trusts) |

| | • | Financial intermediaries (banks, broker-dealers, exchanges, custodians, trust companies and investment consultants) |

| | • | Wealth managers (including robo-advisors and self-directed brokerages) |

| | • | Corporates |

As of December 31, 2020, we had offices in more than 30 cities across more than 20 countries to help serve our diverse client base, with 46.9% of our revenues coming from clients in the Americas, 37.0% in Europe, the Middle East and Africa (“EMEA”) and 16.1% in Asia and Australia.

Our business is not highly capital intensive and, as such, we expect to continue to convert a high percentage of our profits into excess cash in the future.

As discussed in the previous section, we utilize a portfolio of key financial metrics to manage the Company, including GAAP and non-GAAP measures.

As detailed below, we review revenues by type and by segment, or by major product line.

In addition, we utilize operating metrics including Run Rate, subscription sales and Retention Rate to analyze past performance and to provide insight into our latest reported recurring business.

Our revenues are characterized by type, which broadly reflects the nature of how they are recognized or earned.

We also group our revenues by segment and provide the revenue type within each segment.

Asset-based fees represent fees earned on the AUM linked to our indexes from independent third-party sources or the most recently reported information provided by the client.

Definite-lived intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values.

See Note 1, “Introduction And Basis Of Presentation—*Significant Accounting* *Policies*,” and Note 2, “Recent Accounting Standards Updates,” of the Notes to the Consolidated Financial Statements included herein for a listing of our accounting policies.

Share Repurchases

The weighted average shares outstanding used to calculate our diluted earnings per share for the year ended December 31, 2020 decreased by 1.2% compared to the year ended December 31, 2019.

Senior Notes

We have an aggregate $3,400.0 million of Senior Notes outstanding as of December 31, 2020.

Tax Cuts and Jobs Act of 2017

Tax Reform which was enacted on December 22, 2017, significantly revised the U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time tax on deemed repatriation of historic earnings of foreign subsidiaries (the “Toll Charge”).

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (in thousands, except per share data) | | | | | | | | | | | | | | |

| Income before provision for income taxes | | | 686,225 | | | | 603,318 | | | | 82,907 | | | | 13.7 | % |

| | | | | | | | | | | | | | | | | |

| Earnings per basic common share | | $ | 7.19 | | | $ | 6.66 | | | $ | 0.53 | | | | 8.0 | % |

| Earnings per diluted common share | | $ | 7.12 | | | $ | 6.59 | | | $ | 0.53 | | | | 8.0 | % |

| (2) | The values for periods prior to April 26, 2019 were based on data from Bloomberg and MSCI, while the values for periods on or after April 26, 2019 were based on data from Refinitiv and MSCI. De minimis amounts of data are reported on a delayed basis. |

| Recurring subscriptions | | | 161,481 | | | | 136,790 | | | | 24,691 | | | | 18.1 | % |

| Non-recurring | | | 3,606 | | | | 3,144 | | | | 462 | | | | 14.7 | % |

| All Other total | | | 165,087 | | | | 139,934 | | | | 25,153 | | | | 18.0 | % |

| Cost of revenues | | $ | 291,704 | | | $ | 294,961 | | | $ | (3,257 | ) | | | (1.1 | %) |

For the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019, 14.1%] [added: 2020, 15.1%] and [removed: 13.5%,] [added: 14.1%,] respectively, of our revenues were subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities.

Of the 14.1% of [removed: non-U.S] [added: non-U.S.] dollar exposure for the year ended December 31, 2020, 40.2% was in Euros, 27.2% was in Japanese yen and 24.6% was in British pounds sterling.

Of the [removed: 13.5%] [added: 15.1%] of [removed: non-U.S] [added: non-U.S.] dollar exposure for the year ended December 31, [removed: 2019, 40.8%] [added: 2021, 41.6%] was in Euros, [removed: 26.9%] [added: 26.5%] was in [removed: Japanese yen] [added: British pounds sterling] and [removed: 23.1%] [added: 23.8%] was in [removed: British pounds sterling.][added: Japanese yen.]

Revenues from asset-based [removed: fee (“ABF”) products] [added: fees] represented [removed: 23.6%] [added: 27.1%] and [removed: 23.2%] [added: 23.6%] of operating revenues for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

While a substantial portion of our [added: asset-based] fees [removed: for ABF products] are invoiced in U.S. dollars, the fees are based on the [added: assets in] investment [removed: product’s assets,] [added: products,] of which [removed: more than] [added: approximately] three-fifths are invested in [removed: securities denominated in currencies other than the U.S. dollar.]

[added: Accordingly, declines in such other] currencies against the U.S. dollar will decrease the fees payable to us under such licenses.

Approximately [removed: 40.8%] [added: 41.1%] and [removed: 41.2%] [added: 40.8%] of our operating expenses for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Hungarian forints, Euros, [removed: Hong Kong dollars,] Swiss [removed: francs and] [added: francs,] Mexican [removed: pesos.][added: pesos and Hong Kong dollars.]

We recognized total foreign currency exchange losses of [removed: $2.8] [added: $1.9] million for the year ended December 31, [removed: 2020] [added: 2021] and foreign currency exchange losses of [removed: $4.0] [added: $2.8] million for the year ended December 31, [removed: 2019.][added: 2020.]

securities denominated in currencies other than the U.S. dollar.

Accordingly, declines in such other

Expenses incurred in foreign currency may increase as we expand our business outside the U.S.

We are a leading provider of critical decision support tools and [removed: services] [added: solutions] for the global investment community.

Leveraging our knowledge of the global investment process and our expertise in research, data and technology, [removed: our actionable solutions power better investment decisions by enabling] [added: we enable] our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios.

[removed: Investors all over the world use our] [added: Our] tools and [removed: services to gain insights and improve transparency throughout their investment processes, including to] [added: solutions] help [added: investors] define their investment [removed: universe,] [added: universe;] inform and analyze their asset allocation and portfolio construction [removed: decisions,] [added: decisions;] measure and manage portfolio performance and [removed: risk, conduct performance attribution,] [added: risk;] implement [removed: sustainable] [added: sustainable, climate-focused] and other investment [removed: strategies, design] [added: strategies; conduct performance attribution; construct] and [removed: issue] [added: manage] exchange traded funds (“ETFs”) and other indexed financial [removed: products,] [added: products;] and facilitate reporting to stakeholders.

Our [removed: leading, research-enhanced] products and services include indexes; portfolio construction and risk management [removed: analytics;] [added: tools;] environmental, social and governance (“ESG”) and climate solutions; and real estate [removed: benchmarks, return-analytics and] market [removed: insights.][added: and transaction data and analysis.]

[removed: Our] [added: We are increasingly focused on open and flexible technology, and our] content and capabilities can be accessed by our clients through multiple channels and platforms.

We are focused on product innovation [added: and data collection] to address the evolving needs of [removed: our clients in light of changing investment trends and] an increasingly complex industry.

In order to most effectively serve our clients, we are committed to [removed: driving] [added: advancing] an integrated [removed: solutions-based approach,] [added: approach to our offerings,] achieving service excellence, enhancing our differentiated research and content, and delivering flexible, cutting-edge [removed: technology and platforms.][added: technology.]

| | • | Asset owners [removed: (pension] [added: (including pension] funds, endowments, foundations, central banks, sovereign wealth funds, family offices and insurance companies) |

| | • | Asset managers [removed: (institutional] [added: (including managers of institutional] funds and accounts, mutual funds, hedge funds, ETFs, insurance products, private [removed: banks] [added: banking products] and real estate investment trusts) |

| | • | Financial intermediaries [removed: (banks,] [added: (including banks,] broker-dealers, exchanges, custodians, trust [removed: companies] [added: companies, fund administrators] and investment consultants) |

As of December 31, [removed: 2020,] [added: 2021,] we served over [removed: 4,400] [added: 6,300] clients1 in more than 95 countries.

For the year ended December 31, [removed: 2020,] [added: 2021,] our largest client organization by revenue, BlackRock, accounted for [removed: 11.0%] [added: 12.7%] of our total revenues, with [removed: 94.3%] [added: 93.6%] of the revenue from BlackRock coming from fees based on the assets in BlackRock’s ETFs that are based on our indexes.

Investing has grown in complexity, with more choices across asset classes, security types and [removed: geographies.][added: geographies, and more consideration of a wider array of risks, including those related to ESG and climate.]

As a result, the investment process is transforming, reflected in [removed: a number of] [added: several] trends we have observed, including:

| | • | Changing client operating models and business strategies, driven in part by fee compression, changing demographics, the regulatory environment and [removed: economics;] [added: shifting economic outlooks;] |

| | • | Increasing use of [removed: global] [added: global, multi-asset-class] and [removed: multi-asset class] [added: other complex investment] strategies, [added: including strategies] incorporating private asset investments and factor objectives, as investors seek [removed: specific, customized] [added: specific and unique] outcomes; |

| | • | Accelerating integration of ESG and climate considerations into investment processes, reporting and [removed: products] [added: products,] as sustainable investing [removed: goes increasingly mainstream] [added: becomes more prominent] and investors increasingly focus on companies with strong sustainability practices as an indicator of long-term [removed: resilience especially] [added: resilience, as seen] in [removed: light of events] [added: the current investment focus on considerations] such as the COVID-19 [removed: pandemic;] [added: pandemic, extreme weather events and diversity and inclusion initiatives;] |

| | • | Increasing demand for data and tools that [removed: can be customized by] clients [added: can integrate] to support their unique portfolio construction needs and to provide transparency into their investment objectives; and |

| 1 | Represents the aggregate of all related clients under their respective parent entity. [added: As of December 31, 2021, we served over 1,600 clients which were related to RCA (as defined below).] |

| | • | *Differentiated research-enhanced [removed: content*, which is integral to the solutions we provide to] [added: content* provides our] clients [added: with insights] to [removed: help them] [added: better understand and] adapt to a [added: complex and] fast-changing marketplace. We are continually developing a wide range of differentiated content and have amassed an extensive database of historical global market data, proprietary equity index data, [added: ESG and climate data,] factor models, private [removed: real estate] assets benchmark [removed: data, risk algorithms and ESG] [added: data] and [removed: climate data,] [added: risk algorithms,] all of which [removed: are] [added: can be] critical components of our clients’ investment processes. This content is grounded in our deep knowledge of the global investment process and fueled by experienced research and product development and data management teams. [removed: We consult with clients and other market participants to discuss their needs, investment trends and implications for our business.] |

| | • | [removed: *Strong] [added: *Client-centricity* allows us to build strong] client [removed: relationships* supported by a] [added: relationships globally and better understand and service our clients’ unique needs in the markets in which they operate. Our] client coverage team [removed: with significant industry experience. The coverage team] develops and maintains strong and trusted relationships with senior executives and investment [removed: professionals at the world’s largest investment institutions. We believe that these relationships] [added: professionals,] and [removed: our global operating footprint enable us to better understand our clients’ unique needs] [added: we regularly consult with clients] and [removed: tailor our coverage initiatives] [added: other market participants] to [removed: better serve] [added: discuss their needs, investment trends and implications for] our [removed: clients in the markets in which they operate.] [added: research, product development and client servicing goals.] |

| | • | [removed: *Flexible,] [added: *Strong product innovation, supported by flexible,] scalable, cutting-edge technology* [removed: that is used,] developed [removed: and enhanced] by [removed: a] [added: our] global team of sophisticated [removed: and innovative] technology and data [removed: professionals. Our technology] [added: professionals,] enables clients to use [removed: content created by] MSCI, [removed: themselves and third parties in an efficient manner] [added: third-party] and [removed: thereby helps them be more cost-effective in] their [removed: own operations.] [added: proprietary content efficiently and cost-effectively.] Our [added: commitment to open and flexible] technology allows us to continually improve our overall products and services by more efficiently processing data for distribution and ensuring advanced platform flexibility that provides for easy integration [removed: of our solutions] into [removed: distribution channels and] our clients’ workflows. |

[removed: Strategy][added: Strategy]

| | • | *Extend leadership in research-enhanced content across asset classes.* We continue to [added: develop and] deliver [added: innovative] solutions that incorporate proprietary and highly differentiated content based on rich insights from our research and product development [removed: team.] [added: teams.] In addition to continuing to enhance our position as a leader with respect to tools and [removed: services] [added: solutions] for equity investors globally, our strategic priorities [removed: with respect to content] also include [added: content for] ESG and climate, thematics, factors, fixed income, liquidity and private assets, all of which we believe represent significant growth opportunities. [removed: We are focused on expanding] [added: For example, in September 2021, we completed] our [removed: performance] [added: acquisition of Real Capital Analytics, Inc. (“RCA”), a provider of data] and [removed: risk capabilities] [added: analytics for the properties] and [removed: content across asset classes, which will allow us to provide more tools to our clients] [added: transactions] that [removed: help them pursue and achieve their investment objectives.] [added: drive the global commercial real estate capital markets. This transaction significantly expanded our data capabilities with respect to private assets.] |

| | • | *Enhance distribution and content-enabling technology.* We are deploying and developing advanced technology to drive integration and efficiencies, accelerate the pace of innovation and enhance distribution and the client experience. We increasingly utilize proprietary and third-party technologies, including [added: artificial intelligence,] machine learning and [removed: artificial intelligence] [added: natural language processing] tools, to enhance our ability to gather and analyze data, create content and automate and enhance the efficiency of many of our data processes. [added: In 2021, in response to evolving client needs and the changing technology landscape, we launched our new open-architecture Investment Solutions as a Service (“ISaaS”) offerings. These offerings include Climate Lab Enterprise, a first-in-kind visualization dashboard that combines our climate data with our analytical risk and portfolio management capabilities.] |

| | • | *Execute strategic relationships and acquisitions with complementary content and technology companies.* We regularly evaluate and selectively pursue strategic relationships with, and acquisitions of, providers of unique and differentiated content, products and technologies that we believe have the potential to complement, enhance or expand our offerings and client base. In order to drive value, we target acquisitions and strategic relationships that can be efficiently integrated into our existing operational structure and global sales network. For example, [removed: in January 2020,] [added: through our acquisition of RCA,] we [removed: entered into a strategic relationship with The Burgiss Group, LLC (“Burgiss”), a global provider] [added: expanded MSCI’s robust suite] of [removed: investment decision support tools for private capital, that is intended] [added: real estate solutions, by allowing us] to [removed: accelerate and expand the] [added: provide real estate industry professionals with more] data, analytics and [removed: other investment decision] support tools [removed: available] to [removed: investors in private assets.] [added: manage investments and understand performance and risk, including climate risks, within their portfolios.] |

[removed: Operating] Segments

For the year ended December 31, [removed: 2020,] [added: 2021,] we had [added: the following] five operating [removed: segments -] [added: segments:] Index, Analytics, [removed: ESG,] [added: ESG and Climate,] Real Estate and [removed: Burgiss.][added: The Burgiss Group, LLC (“Burgiss”), which are presented as the following four reportable segments: Index, Analytics, ESG and Climate, and All Other – Private Assets.]

For reporting purposes, the [removed: ESG and] Real Estate [added: and Burgiss] operating segments [removed: were] [added: are] combined and presented as All Other [added: – Private Assets,] as they did not meet the thresholds for separate presentation.

The Burgiss operating segment [removed: represented] [added: represents] the Company’s equity method investment in Burgiss.

We currently calculate more than [removed: 246,0002] [added: 267,0002] end-of-day indexes daily and more than [removed: 14,000] [added: 15,000] indexes in real time.

| | • | *MSCI Global Equity Indexes.* MSCI Global Equity Indexes are designed to measure returns across a wide variety of equity markets, size segments, sectors and industries. As of December 31, [removed: 2020,] [added: 2021,] we calculated indexes that covered more than 80 [removed: countries in] developed, emerging, frontier and standalone [added: equity] markets, as well as various regional indexes built from the component [removed: country] indexes. |

| | • | *ESG and Climate Indexes.* ESG and Climate Indexes are constructed using data from our ESG [added: and Climate] segment to meet the growing demand for indexes that integrate ESG and climate criteria to facilitate sustainable investing strategies. |

| | • | [removed: *Customized] [added: *Custom] Indexes.* [removed: Customized] [added: Custom] Indexes are calculated by applying a client’s criteria such as stock exclusion lists, currency hedging rules, tax rates or special weighting to an existing MSCI index. [added: Investors with unique index requirements can build an index to meet their specific needs.] |

| | • | *Real [removed: Assets] [added: Estate] Indexes*. Real [removed: Assets] [added: Estate] Indexes provide transparency and insight to private real estate investment strategies. |

In [removed: 2020,] [added: 2021,] we launched [added: a number of new indexes, including] the [removed: following indexes:][added: following:]

Our Index segment also includes revenues from licenses of [removed: GICS®] [added: *GICS] and GICS [removed: Direct,] [added: Direct*,] the global industry classification standard jointly developed and maintained by MSCI and Standard & Poor’s Financial Services, LLC, a subsidiary of S&P Global Inc. [removed: (“Standard & Poor’s”).][added: This classification system was developed in response to investors’ need for a comprehensive and consistent framework for classifying companies into industries.]

The [removed: MSCI] [added: *MSCI] Sector [removed: Indexes] [added: Indexes*] are comprised of GICS sector, industry group, and industry indexes across countries and regions in Developed, Emerging and select Frontier markets.

For the year ended December 31, [removed: 2020, 60.0%] [added: 2021, 61.3%] of our revenues were attributable to our Index segment.

A majority of those revenues [removed: are] [added: were] attributable to annual, recurring subscriptions.

Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions.

Investors all over the world use our research-driven and technology-enabled tools and solutions to gain insights and improve transparency throughout their investment processes.

We aim to anticipate the needs of the investment industry with our client-centric focus and our deep understanding of our clients’ workflows, challenges and goals.

| | • | Real Estate Professionals (including real estate brokers, agents, developers, lenders and appraisers) |

| | • | Corporates (including public and private companies and their advisors) |

In addition, the construction and management of investment portfolios are becoming increasingly outcome-oriented, rules-based and technology-driven.

| | • | Increasing allocation of capital to real estate and other private assets and desire for greater transparency into the performance of private assets, with an increased focus on climate and income risk; |

| | • | *Lead the enablement of ESG and climate investment integration* by delivering the data, information and applications necessary to identify, assess and incorporate material ESG and climate risks and opportunities. The global adoption of ESG and climate-focused investment considerations is rapidly accelerating. As demand from our clients for ESG and climate solutions increases, MSCI’s research, tools and solutions will aim to provide the transparency our clients need to better integrate ESG and climate risks and opportunities into their investment processes. Our ESG ratings and climate data and research are also utilized in our index, analytics and private asset tools and solutions – from ESG and climate indexes to incorporation of ESG and climate data in risk analysis to climate and emissions assessments specific to real estate assets and private equity portfolios. We are focused on being an influential thought leader on these climate-related considerations for the investment industry. |

| | • | *Strengthen* *client relationships and grow into strategic partnerships with clients.* We aim to serve as a strategic partner to members of the investment community by anticipating their needs, by promoting the full breadth of our tools and solutions and by building a seamless experience across our offerings. The depth of knowledge of our client coverage teams, including dedicated account managers, ensures that we are engaging with our clients in a holistic and integrated manner. In particular, we are leveraging our existing offerings to serve new and developing client use cases. Through constant innovation, we enhance the efficiency and ease of use of our products as we further demonstrate the value of our content, applications and services. |

Financial results related to MSCI’s acquisition of RCA have been included prospectively as a component of the Real Estate operating segment and presented as a component of the All Other – Private Assets reportable segment, commencing as of September 13, 2021 (the date we completed the acquisition).

Our index product offerings include:

| | • | *Factor Indexes.* Factor Indexes seek to reflect the performance characteristics of a range of investment styles and strategies, such as momentum or value. These indexes include stocks that demonstrate high exposure to the target factor. In addition to single factor indexes, we offer multiple-factor indexes, which aim to support investors with diversified multi-factor strategies. |

| | • | *Thematic Indexes.* Thematic Indexes are designed to measure the performance of companies affected by shifts in macroeconomic, geopolitical and technological trends. These indexes can target areas of interest under megatrend categories such as the environment, healthcare and lifestyle. Examples of our Thematic Indexes include digital economy, efficient energy, genomic innovation and smart cities. |

| | • | *Fixed Income Indexes*. Fixed Income Indexes include both investment grade and high-yield securities across a number of currencies that reflect the performance of credit markets generally, or specific investment strategies, including climate-focused or factor strategies. |

| | • | *MSCI* *China A 50 Connect Index*. The MSCI China A 50 Connect Index is designed to reflect the performance of the 50 largest China A securities across all 11 Global Industry Classification Standard (GICS) sectors, with at least two securities included for each sector. |

| | • | *MSCI Circular Economy Indexes.* The new suite of MSCI Circular Economy Indexes aims to reflect the performance of companies associated with facilitating a circular economy to tackle global resource challenges, including across renewables and energy efficiency, the sharing economy, sustainable water transition, natural resource stewardship and plastics transition. |

| | • | *MSCI Space Exploration Index.* The MSCI Space Exploration Index aims to measure the performance of a set of companies associated with the development of new products and services such as orbital and sub-orbital spaceflights, satellite communications and urban air mobility*.* |

In addition, our analytics capabilities are helping to fuel growth in key areas across our business, such as our factor indexes and many of our climate risk and reporting offerings.

| | • | *BarraOne.* Powered by our MAC Barra factor model, BarraOne provides clients with MAC risk and performance analytics. BarraOne allows clients to build equity, fixed income, and MAC portfolios with specific risk, ESG and climate exposures. |

| | • | *Climate Lab Enterprise*. Powered by MSCI’s climate data integrated with MSCI’s enterprise analytics infrastructure, Climate Lab Enterprise enables our clients to measure, manage and monitor net-zero commitments and climate exposure and risks. Climate Lab Enterprise is able to aggregate climate data across multiple portfolios and asset classes, providing clients the ability to understand alignment with their climate goals from the enterprise level down through portfolios to individual positions and issuers. |

ESG and Climate

The ESG and Climate segment3 offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments.

We provide data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.

Our ESG and Climate research team analyzes over 9,8004 entities worldwide, and we will continue to expand and deepen our coverage to help investors and others in their asset allocation, portfolio construction and risk management processes.

Our ESG and Climate offerings include:

| | • | *MSCI Climate Solutions*. With MSCI’s Climate Solutions, investors and issuers utilize our climate data and tools to support their investment decision making. These activities can include measuring and reporting on climate risk exposure, implementing low carbon fossil-fuel-free strategies, factoring climate change research into risk management processes and engaging companies and external stakeholders. In 2021, we launched our Climate Lab Enterprise analytics product, which provides a comprehensive view of climate risk across enterprises, strategies, portfolios and companies (see “—Analytics” above). |

MSCI ESG ratings and certain other ESG and climate data provided to our clients are also made available to, and used in, our other operating segments, such as in the construction of MSCI ESG and climate equity and fixed income indexes.

For reporting purposes, our Real Estate and Burgiss operating segments are combined and presented as All Other – Private Assets.

Our Real Estate offerings include real estate market and transaction data, benchmarks, return-analytics, climate assessments and market insights for funds, investors, managers and other real estate market participants.

In September 2021, we completed our acquisition of RCA to meaningfully accelerate our Private Asset strategy.

RCA’s rich transaction and pricing data enhances our offering to clients and allows us to integrate this information in other MSCI products including indexes, climate risk models and other MSCI solutions.

| | • | *Real Capital Analytics*. RCA aggregates timely and reliable transaction data and provides valuable intelligence on market pricing, capital flows and investment trends in more than 170 countries. Our clients use this unique insight to formulate strategies, source new opportunities and execute deals. |

| | • | *Datscha*. Datscha provides web-based services for the analysis of commercial real estate and offers comprehensive information on real estate, rental levels, property holdings, transactions, ownership, occupiers, footfall, lease data and the ability to simulate market values. |

Technology plays a pivotal role in our operations and our ability to innovate and launch products and services.

| --- | --- | --- |

ESG and Climate.

Our ESG and Climate offerings compete with a growing number of companies that issue ESG data, ratings or research.

All Other – Private Assets.

Termination of or

Corporate Responsibility

Through our integrated franchise we provide solutions across our products and services to support our clients’ dynamic and complex needs.

| | • | Corporates |

Investors are increasingly looking outside their home countries, and the access to and diversity of investment choices are growing.

| | • | *Growth through strengthening existing client relationships and developing new ones.* In support of our solutions-driven strategy, we continue to grow our existing offerings by cultivating and expanding relationships across our client base and serving the needs of different client types across multiple asset classes. We remain focused on building the strength and knowledge of our client coverage team to enable them to understand our clients’ needs and educate our clients on the full breadth of our content and capabilities and how using complementary tools can help clients analyze performance and risk across asset classes, investment strategies and geographies. We continue to develop relationships with the following client segments that we believe offer significant growth opportunities: wealth managers, corporates, insurance companies and exchanges, as well as clients in fast-growing regions such as Asia. |

Effective January 1, 2021, we revised our reportable segment structure.

While our strategy, organizational structure and day-to-day operations remain largely unchanged, we believe the new segment reporting structure provides additional and helpful transparency into our operations.

See Note 16.

“Subsequent Events,” of the Notes to the Consolidated Financial Statements included herein for additional information.

Our indexes include:

| | • | *Factor Indexes.* Factor Indexes are created using the Barra Equity Models from our Analytics segment to address a growing trend among institutional investors and asset managers to target systematic style factors, such as volatility, size and momentum. |

| | • | *Thematic Indexes.* Thematic Indexes are designed to measure the performance of specific social, economic, industrial, environmental or demographic investment strategies. |

| | • | *Fixed Income Indexes*. Fixed Income Indexes use broad market corporate bond universes to create indexes that track the performance of investment strategies based upon (i) the credit market (MSCI Corporate Bond Indexes), (ii) systematic style factor exposures such as carry, value, size and low risk (MSCI Factor Fixed Income Indexes), (iii) certain ESG metrics and companies’ ESG profiles (MSCI Fixed Income ESG Universal Indexes), (iv) fixed income securities from issuers that have high ESG ratings relative to their sector peers (MSCI Fixed Income ESG Leaders Indexes) and (v) the opportunities and risks associated with the transition to a lower carbon economy (MSCI Climate Change Fixed Income Indexes). |

| | • | *Innovation-Focused Thematic Indexes.* Innovation-Focused Thematic Indexes expand MSCI’s megatrend index suite to include indexes that are focused on disruptive innovation. These indexes are designed to track the performance of companies in dynamic fields such as autonomous technologies, genomics, fintech, future education and next generation internet. These indexes are used by investors to realign their portfolios to capture structural economic changes. |

| | • | *MSCI Climate Paris Aligned Indexes.* MSCI Climate Paris Aligned Indexes are designed to help investors mitigate transition and physical risks, identify potential opportunities and allocate resources in a way that supports the decarbonization of the economy while being compatible with the Paris Agreement. The MSCI Climate Paris Aligned Indexes incorporate the recommendations of the EU Task Force on Climate-related Financial Disclosures (“TCFD”) and are designed to exceed the minimum standards for EU Paris-aligned Benchmarks. |

This classification system was designed to respond to clients’ needs for a comprehensive, consistent and accurate framework for classifying companies into industries.

For example, in 2020 we released multi-period stress testing capabilities that allow investors to model the impact of long horizon scenarios on their portfolios.

| | • | *BarraOne.* Powered by our MAC models and Barra Integrated Model, BarraOne provides clients with global, multi-asset class, multi-currency risk and performance analytics using Barra’s fundamental factor methodology that allows clients to identify the factors driving the risk and performance of their portfolios and calculate portfolio optimizations. |

| | • | *MSCI BEON™.* Our BEON application provides an enhanced client experience for equity portfolio and risk managers through a graphical interface that allows clients to easily determine drivers of risk and return. BEON offers clients consolidated access to certain capabilities and tools currently available through other Analytics applications, as well as certain tools from other MSCI operating segments. |

MSCI ESG Research3 analyzes over 8,5004 entities worldwide to help institutional investors understand how ESG and climate considerations can impact the long-term risks and opportunities in financial markets.

MSCI ESG Research offerings include:

| | • | *MSCI Climate Solutions*. MSCI’s Climate VaR metric provides investors with an estimation of how the value of their investment portfolios could be impacted (up or down) by climate policy risk, technology transition opportunities and extreme weather (physical climate risks). A company's Climate VaR, expressed as a percentage change from its current market valuation, is derived from financial modeling of potential future costs and profits associated with climate-related risks and opportunities. |

All Other – Real Estate

Our Real Estate segment includes research, reporting, market data and benchmarking offerings that provide real estate performance analytics for funds, investors and managers.

For example, the MAC models created in our Analytics segment offer a view of risk across market and asset classes, including private real estate, by incorporating content generated in the Real Estate segment, and MSCI ESG indexes are constructed using data from our ESG segment.

Technology plays a pivotal role in our operations.

All Other.

We do not believe we are dependent on any one of our intellectual property rights or any one license to use third-party intellectual property.

Our employees are located in more than 30 cities across more than 20 countries.

These groups focus on:

We are growing a culture that has highly competent, engaged, accountable and diverse people at every level.

In response to the COVID-19 pandemic, MSCI prioritized the well-being of its global workforce by having the vast majority of our employees work from home.

At the onset of the pandemic, we engaged a firm of global medical and safety experts to provide additional information and guidance to all of our offices globally.

In response to the pandemic, we also increased communications about employee assistance programs that provide mental health and emotional well-being support, as well as resources to help manage stress and care for individuals and their families.

We also provide ergonomics workshops that focus on how to configure home workspaces for optimal health, comfort and performance.

In response to the COVID-19 pandemic and the transition to working from home on a regular basis, MSCI created and delivered virtual training programs to quickly build remote capabilities, such as Leading Virtually, Working Virtually and Building Resilience.

Employees were also asked to examine their goals through a start, stop, delay and pivot lens.

The “re-imagined” goals focused on servicing our clients and prioritizing critical actions to help clients navigate the evolving and challenging circumstances.

In 2020, 85% of employees responded to an employee engagement check-in survey conducted in November 2020 and to an additional employee engagement check-in survey conducted in June 2020.

The June 2020 check-in survey was designed to help us understand employees’ overall work experience throughout the unprecedented personal and professional challenges they faced as a result of the COVID-19 pandemic.

These responses helped us gather insights on what drives business outcomes, refine our communication throughout the COVID-19 pandemic and explore ways to continue to make MSCI more inclusive and innovative and support employee well-being.

Various lawsuits, claims and proceedings have been or may be instituted or asserted against [removed: us] [added: the Company] in the ordinary course of business.

While the amounts claimed could be substantial, the ultimate liability cannot now be determined because of the considerable [removed: uncertainty] [added: uncertainties] that [removed: exists.][added: exist.]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of Common Stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price of these securities as reported by The New York Stock Exchange on June 30, [removed: 2020)] [added: 2021)] was [removed: $27,134,141,425.][added: $43,427,568,686.]

As of February [removed: 5, 2021,] [added: 4, 2022,] there were [removed: 82,574,643] [added: 81,268,195] shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

Documents incorporated by reference: Portions of the registrant’s proxy statement for its annual meeting of stockholders, to be held on April [removed: 27, 2021,] [added: 26, 2022,] are incorporated herein by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| Item 1. | | [Business](#ITEM_1_BUSINESS) | | [removed: 1] [added: 2] |

| Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | [removed: 14] [added: 16] |

| Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 29] [added: 32] |

| Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | [removed: 30] [added: 32] |

| Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | [removed: 30] [added: 32] |

| Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | [removed: 30] [added: 32] |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | | [removed: 31] [added: 33] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 56] [added: 60] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | [removed: 57] [added: 62] |

| Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 93] [added: 97] |

| Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | [removed: 93] [added: 97] |

| Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 94] [added: 98] |

| Item 10. | | [Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | | [removed: 95] [added: 99] |

| Item 11. | | [Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | [removed: 95] [added: 99] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | | [removed: 95] [added: 99] |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | | [removed: 95] [added: 100] |

| Item 14. | | [Principal Accountant Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC) | | [removed: 95] [added: 100] |

| Item 15. | | [Exhibit and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 96] [added: 101] |

| Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | [removed: 112] [added: 117] |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdiction that Prevent Inspections](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN_JUR) | | 98 |

This Annual Report on Form 10-K contains trademarks, service marks and trade names owned by us, as well as those owned by others.

MSCI, Barra, RiskMetrics, IPD, Real Capital Analytics, Datscha and other MSCI brands and product names are the trademarks, service marks or registered trademarks of MSCI, its subsidiaries or licensors in the United States and other jurisdictions.

As of December 31, [removed: 2020,] [added: 2021,] our principal offices consisted of the following leased properties:

| Location | | Square Feet | | [removed: | |] Expiration Date |

| Mumbai, India | | [removed: |] 126,286 | | [removed: |] August 31, 2023 |

| New York, New York | | [removed: |] 125,811 | [removed: |] [added: (1)] | February 28, 2033 |

| Budapest, Hungary | | [removed: |] 70,833 | | [removed: |] February 28, 2029 |

| Monterrey, Mexico | | [removed: | 46,569 |] [added: 56,213] | | October 31, 2028 |

| Manila, Philippines | | [removed: |] 31,544 | | [removed: |] February 28, 2027 |

| London, England | | [removed: |] 30,519 | | [removed: |] December 25, 2026 |

| Pune, India | | [removed: |] 24,434 | | [removed: | February 14,] [added: January 19,] 2026 |

| Berkeley, California | | [removed: |] 19,808 | | [removed: |] February 28, 2030 |

As of December 31, [removed: 2020,] [added: 2021,] we [removed: have] [added: had] more than 30 leased and occupied locations of which the principal offices are listed above.

| --- | --- | --- | --- | --- |

| (1) | As of December 31, 2021, 20,325 square feet of this location have been subleased, which will increase to 41,759 square feet in May 2022. |

| --- | --- |

| --- | --- | --- | --- | --- | --- | --- |

| Norman, Oklahoma | | | 23,664 | | | May 31, 2024 |

We also have additional office locations, including but not limited to, the following leased locations (in descending order of square footage): Boston, Massachusetts; Chicago, Illinois; Geneva, Switzerland; San Francisco, California; Frankfurt, Germany; Shanghai, China; Paris, France; Hong Kong, China; Tokyo, Japan; Beijing, China; Sydney, Australia; Toronto, Canada; and Singapore.

Our common stock [removed: has] [added: is] traded on the New York Stock Exchange [removed: since November 15, 2007 and trades] under the symbol “MSCI.” As of February [removed: 5, 2021,] [added: 4, 2022,] there were [removed: 116] [added: 112] shareholders of record of our common stock.

[removed: The] [added: Our] Board of Directors has approved a stock repurchase program for the purchase of the Company’s common stock in the open market.

See Note [removed: 10,] [added: 11,] “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program.

The following table provides information with respect to purchases made by or on behalf of the Company of its [added: shares of] common stock during the quarter ended December 31, [removed: 2020.][added: 2021.]

| (1) | Includes (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; [removed: (iii) shares withheld to satisfy tax withholding obligations] and [removed: exercise price on behalf of employees that occur upon exercise and delivery of outstanding shares underlying stock options; and (iv)] [added: (iii)] shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company. |

| (2) | See Note [removed: 10,] [added: 11,] “Shareholders’ Equity [removed: (Deficit)”] [added: (Deficit),”] of the Notes to the Consolidated Financial Statements included herein for further information regarding our stock repurchase program. |

There were no unregistered sales of equity securities in the year ended December 31, [removed: 2020.][added: 2021.]

The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock Index and the NYSE Composite Index since December 31, [removed: 2015] [added: 2016] assuming an investment of $100 at the closing price on December 31, [removed: 2015.][added: 2016.]

This graph is not “soliciting material,” is not to be deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act [added: of 1933, as amended (the “Securities Act”)] or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

[removed: ][added: ]

| | | [removed: 2015 | | | |] 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | [added: | 2021 | | |]

| October 1, 2021-October 31, 2021 | | | \- | | | $ | \- | | | | \- | | | $ | 1,594,416,000 | |

| November 1, 2021-November 30, 2021 | | | \- | | | $ | \- | | | | \- | | | $ | 1,594,416,000 | |

| December 1, 2021-December 31, 2021 | | | 9,181 | | | $ | 578.77 | | | | 9,069 | | | $ | 1,589,177,000 | |

| Total | | | 9,181 | | | $ | 578.77 | | | | 9,069 | | | $ | 1,589,177,000 | |

| MSCI Inc. | | $ | 100 | | | $ | 163 | | | $ | 192 | | | $ | 340 | | | $ | 593 | | | $ | 819 | |

| S&P 500 | | $ | 100 | | | $ | 122 | | | $ | 116 | | | $ | 153 | | | $ | 181 | | | $ | 233 | |

| NYSE Composite Index | | $ | 100 | | | $ | 119 | | | $ | 108 | | | $ | 136 | | | $ | 145 | | | $ | 175 | |

The Transfer Agent and Registrar for our common stock is Broadridge Financial Solutions, Inc.

Equity Compensation Plans

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “Directors Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Directors Plan replaced the Company’s then existing non-employee director compensation plan—the MSCI Inc. Independent Directors’ Equity Compensation Plan (the “2011 Plan”).

The total number of shares authorized to be awarded under the Directors Plan is 352,460, which is equal to the number of shares that remained available for issuance under the 2011 Plan.

Under the Directors Plan, directors that are not employees of the Company receive annual Board retainer fees and fees for serving on the Company’s committees, if applicable, and a director may make an election to receive all or any portion of such director’s retainer and committee fees in shares of our common stock in lieu of cash.

Non-employee directors are entitled to receive an annual grant of $165,000 and the lead director is entitled to an additional $50,000 in stock units (a total of $215,000), in each case, subject to a one-year vesting schedule.

Under the MSCI Inc. Non-Employee Directors Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days following separation of service.

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Omnibus Plan (“Omnibus Plan”), an equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Omnibus Plan replaced the Company’s then existing equity compensation plan—the MSCI Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (as amended, the “2007 Plan”).

Compensation paid to the Company’s executive officers historically complied with the performance-based compensation exception under 162(m) of the IRC (“162(m)”) by being granted pursuant to the MSCI Inc. Performance Formula and Incentive Plan (the “Performance Plan”).

Shareholder approval of the Omnibus Plan constituted approval of the material terms of the performance goals under the Omnibus Plan for purposes of 162(m).

Despite the changes implemented by the Tax Cuts and Jobs Act on December 22, 2017 (“Tax Reform”), the Company will continue to maintain the Performance Plan and may make awards pursuant to it.

Pursuant to the Omnibus Plan, the Company reserved 7,565,483 shares of common stock for issuance; plus any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, which were registered under the Securities Act of 1933, as amended (the “Securities Act”) following approval by the Company’s shareholders.

This is in addition to currently outstanding awards under the 2007 Plan.

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock options, stock appreciation rights, restricted stock units, restricted stock, performance awards and other stock-based awards) totaling up to 7,565,483 and other cash-based awards to eligible recipients, including employees and consultants.

No awards will be granted under the Omnibus Plan after the earliest to occur of (i) April 28, 2026, (ii) the maximum number of shares available for issuance having been issued and (iii) the Board of Directors terminating the Omnibus Plan in accordance with its terms.

The following table presents certain information with respect to our equity compensation plans at December 31, 2020:

| | | Number of Securities to be Issued Upon Vesting of Restricted Stock Units and Exercise of Outstanding Options a | | | | Weighted Average Unit Award Value of Restricted Stock Units and Weighted \-Average Exercise Price of Outstanding Options b | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) c | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity Compensation Plans Not Approved by Security Holders | | | — | | | $ | — | | | | — | |

| Equity Compensation Plans Approved by Security Holders | | | | | | | | | | | | |

| MSCI Inc. 2016 Omnibus Plan | | | 734,811 | | | $ | 162.95 | | | | 4,530,563 | |

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan | | | 4,689 | | | $ | 327.00 | | | | 283,177 | |

| Total | | | 739,500 | | | $ | 163.99 | | | | 4,813,740 | |

| October 1, 2020-October 31, 2020 | | | 297,103 | | | $ | 347.39 | | | | 297,103 | | | $ | 1,789,547,000 | |

| November 1, 2020-November 30, 2020 | | | 177,181 | | | $ | 348.45 | | | | 174,488 | | | $ | 1,728,753,000 | |

| December 1, 2020-December 31, 2020 | | | 6 | | | $ | 402.25 | | | | \- | | | $ | 1,728,753,000 | |

| Total | | | 474,290 | | | $ | 347.79 | | | | 471,591 | | | $ | 1,728,753,000 | |

| MSCI Inc. | | $ | 100 | | | $ | 111 | | | $ | 180 | | | $ | 212 | | | $ | 376 | | | $ | 656 | |

| S&P 500 | | $ | 100 | | | $ | 112 | | | $ | 136 | | | $ | 130 | | | $ | 171 | | | $ | 203 | |

| NYSE Composite Index | | $ | 100 | | | $ | 112 | | | $ | 133 | | | $ | 121 | | | $ | 152 | | | $ | 162 | |

| | | | [added: 2021 | | | |] 2020 | | | | 2019 | | | 2018 (1) | | | | | 2017 | | | [removed: | 2016 | | |]

| Operating revenues | | $ | [removed: 1,695,390] [added: 2,043,544] | | | $ | [removed: 1,557,796] [added: 1,695,390] | | | $ | [removed: 1,433,984] [added: 1,557,796] | | | $ | [removed: 1,274,172] [added: 1,433,984] | | | $ | [removed: 1,150,669] [added: 1,274,172] | | |

| Total operating expenses | | | [removed: 810,626] [added: 970,819] | | | | [removed: 802,095] [added: 810,626] | | | | [removed: 747,086] [added: 802,095] | | | | [removed: 694,402] [added: 747,086] | | | | [removed: 662,565] [added: 694,402] | | |

| Operating income | | | [removed: 884,764] [added: 1,072,725] | | | | [removed: 755,701] [added: 884,764] | | | | [removed: 686,898] [added: 755,701] | | | | [removed: 579,770] [added: 686,898] | | | | [removed: 488,104] [added: 579,770] | | |

| Other expense (income), net | | | [removed: 198,539] [added: 214,589] | | | | [removed: 152,383] [added: 198,539] | | | | [removed: 57,002] [added: 152,383] | | | | [removed: 112,871] [added: 57,002] | | | | [removed: 102,166] [added: 112,871] | | |

| Provision for income taxes | | | [removed: 84,403] [added: 132,153] | | | | [removed: 39,670] [added: 84,403] | | | | [removed: 122,011] [added: 39,670] | | | | [removed: 162,927] [added: 122,011] | | | | [removed: 125,083] [added: 162,927] | | |

| Net income | | $ | [removed: 601,822] [added: 725,983] | | | $ | [removed: 563,648] [added: 601,822] | | | $ | [removed: 507,885] [added: 563,648] | | | $ | [removed: 303,972] [added: 507,885] | | | $ | [removed: 260,855] [added: 303,972] | | |

| Operating margin | | | [removed: 52.2] [added: 52.5] | % | | | [removed: 48.5] [added: 52.2] | % | | | [removed: 47.9] [added: 48.5] | % | | | [removed: 45.5] [added: 47.9] | % | | | [removed: 42.4] [added: 45.5] | % | |

| Earnings per basic common share | | $ | [removed: 7.19] [added: 8.80] | | | $ | [removed: 6.66] [added: 7.19] | | | $ | [removed: 5.83] [added: 6.66] | | | $ | [removed: 3.36] [added: 5.83] | | | $ | [removed: 2.72] [added: 3.36] | | |

| Earnings per diluted common share | | $ | [removed: 7.12] [added: 8.70] | | | $ | [removed: 6.59] [added: 7.12] | | | $ | [removed: 5.66] [added: 6.59] | | | $ | [removed: 3.31] [added: 5.66] | | | $ | [removed: 2.70] [added: 3.31] | | |

| Weighted average shares [removed: outstanding used in computing earnings per share] [added: outstanding:] | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 83,716] [added: 82,508] | | | | [removed: 84,644] [added: 83,716] | | | | [removed: 87,179] [added: 84,644] | | | | [removed: 90,336] [added: 87,179] | | | | [removed: 95,986] [added: 90,336] | | |

| Diluted | | | [removed: 84,517] [added: 83,479] | | | | [removed: 85,536] [added: 84,517] | | | | [removed: 89,701] [added: 85,536] | | | | [removed: 91,914] [added: 89,701] | | | | [removed: 96,540] [added: 91,914] | | |

| Dividends declared per common share | | $ | [removed: 2.92] [added: 3.64] | | | $ | [removed: 2.52] [added: 2.92] | | | $ | [removed: 1.92] [added: 2.52] | | | $ | [removed: 1.32] [added: 1.92] | | | $ | [removed: 1.00] [added: 1.32] | | |

| | | [added: 2021 (3)] | [added: | | | |] 2020 | | | 2019 (2) | | | | 2018 (1) | | | | | 2017 | | | [removed: | 2016 | | |]

| Cash and cash equivalents | | $ | [removed: 1,300,521] [added: 1,421,449] | | | $ | [removed: 1,506,567] [added: 1,300,521] | | | $ | [removed: 904,176] [added: 1,506,567] | | | $ | [removed: 889,502] [added: 904,176] | | | $ | [removed: 791,834] [added: 889,502] | | |

| Accounts [removed: receivable (net] [added: receivable, net] of [removed: allowances)] [added: allowances] | | $ | [removed: 558,569] [added: 664,511] | | | $ | [removed: 499,268] [added: 558,569] | | | $ | [removed: 473,433] [added: 499,268] | | | $ | [removed: 327,597] [added: 473,433] | | | $ | [removed: 221,504] [added: 327,597] | | |

| Goodwill and intangibles, net of accumulated amortization | | $ | [removed: 1,800,770] [added: 2,829,727] | | | $ | [removed: 1,824,355] [added: 1,800,770] | | | $ | [removed: 1,826,564] [added: 1,824,355] | | | $ | [removed: 1,882,457] [added: 1,826,564] | | | $ | [removed: 1,903,490] [added: 1,882,457] | | |

| Total assets | | $ | [removed: 4,198,647] [added: 5,506,703] | | | $ | [removed: 4,204,439] [added: 4,198,647] | | | $ | [removed: 3,387,952] [added: 4,204,439] | | | $ | [removed: 3,275,668] [added: 3,387,952] | | | $ | [removed: 3,082,578] [added: 3,275,668] | | |

| Deferred revenue | | $ | [removed: 675,870] [added: 824,912] | | | $ | [removed: 574,656] [added: 675,870] | | | $ | [removed: 537,977] [added: 574,656] | | | $ | [removed: 374,365] [added: 537,977] | | | $ | [removed: 334,358] [added: 374,365] | | |

| Long-term debt, net of current maturities | | $ | [removed: 3,366,777] [added: 4,161,422] | | | $ | [removed: 3,071,926] [added: 3,366,777] | | | $ | [removed: 2,575,502] [added: 3,071,926] | | | $ | [removed: 2,078,093] [added: 2,575,502] | | | $ | [removed: 2,075,201] [added: 2,078,093] | | |

| Total shareholders' equity (deficit) | | $ | [removed: (443,234] [added: (163,467] | ) | | $ | [removed: (76,714] [added: (443,234] | ) | | $ | [removed: (166,494] [added: (76,714] | ) | | $ | [removed: 401,012] [added: (166,494] | [added: )] | | $ | [removed: 317,605] [added: 401,012] | | |

| (1) | Includes the impact of the Financial Engineering Associates, Inc. [removed: (“FEA”)] and Investor Force Holdings, Inc. [removed: (“InvestorForce”)] divestitures. |

| (2) | Reflects the impact of the adoption on January 1, 2019 of Accounting Standards Update 2016-02, "Lease (Topic 842)," the impact of which was the inclusion of $166.4 million of [removed: right-of-use] [added: right of use] assets on the Company's Consolidated Statement of Financial Condition as of December 31, 2019. |

| (3) | Includes the impact from the acquisition of RCA commencing as of September 13, 2021 (the date we completed the acquisition). |

| --- | --- |

| [added: [Notes to] Consolidated Financial [removed: Statements] [added: Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] | [removed: Page] | [added: 70] |

| [Report of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) [added: (PCAOB ID 238)] | | [removed: 58] [added: 63] |

| [Consolidated Statements of Financial Condition as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019](#CONSOLIDATED_STATEMENTS_FINANCIAL_CONDIT)] [added: 2020](#CONSOLIDATED_STATEMENTS_FINANCIAL_CONDIT)] | | [removed: 60] [added: 65] |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020,] and December 31, [removed: 2018](#CONSOLIDATED_STATEMENTS_INCOME)] [added: 2019](#CONSOLIDATED_STATEMENTS_INCOME)] | | [removed: 61] [added: 66] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020,] and December 31, [removed: 2018](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 2019](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] | | [removed: 62] [added: 67] |

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020,] and December 31, [removed: 2018](#CONSOLIDATED_STATEMENTS_SHAREHOLDERS_EQU)] [added: 2019](#CONSOLIDATED_STATEMENTS_SHAREHOLDERS_EQU)] | | [removed: 63] [added: 68] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020,] and December 31, [removed: 2018](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 2019](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] | | [removed: 64] [added: 69] |

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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 [added: 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.]

The Company is under examination by [removed: the Internal Revenue Service (“IRS”) and other] tax authorities in certain jurisdictions, including foreign jurisdictions, such as the United Kingdom, Switzerland and India, and states in [added: the U.S. in] which the Company has significant operations, such as New [removed: York.][added: York and California.]

The tax years currently under examination vary by jurisdiction but include years ranging from [removed: 2007] [added: 2008] through [removed: 2019.][added: 2020.]

[removed: February 12,] [added: | | |] 2021 [added: | | |]

| | | [removed: 2020] [added: 2021] | | | | [added: | 2020 | | |] 2019 | | |

| Cash and cash equivalents | | $ | [removed: 1,300,521] [added: 1,421,449] | | | $ | [removed: 1,506,567] [added: 1,300,521] | |

| Accounts receivable, net of allowances | | | [removed: 558,569] [added: 664,511] | | | | [removed: 499,268] [added: 558,569] | |

| Prepaid income taxes | | | [removed: 20,097] [added: 5,951] | | | | [removed: 31,590] [added: 20,097] | |

| Prepaid and other assets | | | [removed: 46,411] [added: 51,499] | | | | [removed: 44,352] [added: 46,411] | |

| Total current assets | | | [removed: 1,925,598] [added: 2,143,410] | | | | [removed: 2,081,777] [added: 1,925,598] | |

| Property, equipment and leasehold improvements, net | | | [removed: 80,446] [added: 66,715] | | | | [removed: 90,708] [added: 80,446] | |

| Right of use assets | | | [removed: 153,330] [added: 144,584] | | | | [removed: 166,406] [added: 153,330] | |

| Goodwill | | | [removed: 1,566,022] [added: 2,236,386] | | | | [removed: 1,562,868] [added: 1,566,022] | |

| Intangible assets, net | | | [removed: 234,748] [added: 593,341] | | | | [removed: 261,487] [added: 234,748] | |

| Equity method investment | | | [removed: 190,898] [added: 218,763] | | | | [removed: —] [added: 190,898] | |

| Deferred tax assets | | | [removed: 23,627] [added: 40,119] | | | | [removed: 20,911] [added: 23,627] | |

| Other non-current assets | | | [removed: 23,978] [added: 63,385] | | | | [removed: 20,282] [added: 23,978] | |

| Total assets | | $ | [removed: 4,198,647] [added: 5,506,703] | | | $ | [removed: 4,204,439] [added: 4,198,647] | |

| LIABILITIES AND SHAREHOLDERS' EQUITY [added: (DEFICIT)] | | | | | | | | |

| Accounts payable | | $ | [removed: 14,253] [added: 13,448] | | | $ | [removed: 6,498] [added: 14,253] | |

| Income taxes payable | | | [removed: 26,195] [added: 59,635] | | | | [removed: 14,210] [added: 26,195] | |

| Accrued compensation and related benefits | | | [removed: 161,557] [added: 207,640] | | | | [removed: 166,273] [added: 161,557] | |

| Other accrued liabilities | | | [removed: 143,894] [added: 145,302] | | | | [removed: 139,149] [added: 143,894] | |

| Deferred revenue | | | [removed: 675,870] [added: 824,912] | | | | [removed: 574,656] [added: 675,870] | |

| Total current liabilities | | | [removed: 1,021,769] [added: 1,250,937] | | | | [removed: 900,786] [added: 1,021,769] | |

| Long-term debt | | | [removed: 3,366,777] [added: 4,161,422] | | | | [removed: 3,071,926] [added: 3,366,777] | |

| Long-term operating lease liabilities | | | [removed: 152,342] [added: 150,029] | | | | [removed: 164,144] [added: 152,342] | |

| Deferred tax liabilities | | | [removed: 12,774] [added: 3,650] | | | | [removed: 66,639] [added: 12,774] | |

| Other non-current liabilities | | | [removed: 88,219] [added: 104,132] | | | | [removed: 77,658] [added: 88,219] | |

| | Page | |

As described in Management’s Annual Report On Internal Control Over Financial Reporting, management has excluded Real Capital Analytics, Inc. from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Real Capital Analytics, Inc. from our audit of internal control over financial reporting.

Real Capital Analytics, Inc. is a wholly-owned subsidiary whose total assets and total operating revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.9% and 1.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Acquisition of Real Capital Analytics, Inc. - Valuation of Customer Relationships and Proprietary Data Intangible Assets

As described in Note 5 to the consolidated financial statements, the Company completed the acquisition of Real Capital Analytics, Inc. for an aggregate cash purchase price of $949 million in 2021, which resulted in $394 million of acquired intangible assets, including customer relationships of $176 million and proprietary data of $186 million, being recorded.

The fair values of acquired intangible assets were determined using the relief from royalty method, the replacement cost method and multi-period excess earnings method.

The significant assumptions used to estimate the fair value of the acquired intangible assets included, forecasted cash flows which were determined based on certain assumptions which included, among others, projected future revenues, and expected market royalty rate, technology obsolescence rates, and discount rates.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and proprietary data intangible assets acquired in the Real Capital Analytics, Inc. acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value of the customer relationships and proprietary data intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s aforementioned significant assumptions related to forecasted cash flows, expected market royalty rate, technology obsolescence rates, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and proprietary data intangible assets and controls over the development of the aforementioned significant assumptions related to forecasted cash flows, expected market royalty rate, technology obsolescence rates, and discount rates.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for developing the fair value of the customer relationships and proprietary data intangible assets.

Testing management’s process included (i) evaluating the appropriateness of the valuation methods; (ii) testing the completeness and accuracy of data provided by management; and (iii) evaluating the reasonableness of the aforementioned significant assumptions related to forecasted cash flows, expected market royalty rate, technology obsolescence rates, and discount rates for the customer relationships and proprietary data intangible assets.

Evaluating the reasonableness of the forecasted cash flows involved considering company specific factors and the past performance of the acquired business and comparable businesses.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the valuation methods and in the evaluation of the reasonableness of certain significant assumptions related to the forecasted cash flows as well as the expected market royalty rate, technology obsolescence rates, and discount rates.

February 11, 2022

| | | 2021 | | | | 2020 | | |

| Earnings per share: | | | | | | | | | | | | |

| Basic | | $ | 8.80 | | | $ | 7.19 | | | $ | 6.66 | |

| Diluted | | $ | 8.70 | | | $ | 7.12 | | | $ | 6.59 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Shares withheld for tax withholding and exercises | | | | | | | (189,994 | ) | | | | | | | | | | | | | | | (189,994 | ) | |

| | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | 725,983 | | | | | | | | 725,983 | | |

| Dividends declared ($3.64 per common share) | | | | | | | | | | | | | | | (303,761 | ) | | | | | | | (303,761 | ) | |

| Dividends paid in shares | | | | | | | | | | | 128 | | | | | | | | | | | | 128 | | |

| Shares withheld for tax withholding and exercises | | | | | | | (58,794 | ) | | | | | | | | | | | | | | | (58,794 | ) | |

| | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | $ | 1,332 | | | $ | (4,540,144 | ) | | $ | 1,457,623 | | | $ | 2,976,517 | | | $ | (58,795 | ) | | $ | (163,467 | ) | |

| Net income | | $ | 725,983 | | | $ | 601,822 | | | $ | 563,648 | | |

| Loss on impairment of right of use assets | | | 8,385 | | | | — | | | | — | | |

| Other non-current assets | | | (35,445 | ) | | | (3,792 | ) | | | (239 | ) | |

| Other non-current liabilities | | | 21,536 | | | | 6,536 | | | | 3,851 | | |

| Other | | | 2,273 | | | | 3,664 | | | | 447 | | |

| Acquisition of assets, net of cash acquired | | | (6,512 | ) | | | — | | | | — | | |

| Other | | | (1,057 | ) | | | — | | | | 10 | | |

Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions.

Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios.

The operating segments of Real Estate and The Burgiss Group, LLC (“Burgiss”) do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other – Private Assets reportable segment.

As of December 31, 2021, the Company had an approximately $218.8 million equity method investment in Burgiss, representing a 33.6% equity ownership.

| [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | | 65 |

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

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.

Unrecognized tax benefits

As described in Note 11 to the consolidated financial statements, the Company has $16.6 million of gross unrecognized tax benefits as of December 31, 2020.

Management regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns.

Once unrecognized tax benefits are established, management adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change.

As part of management’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 are remeasured.

The principal considerations for our determination that performing procedures relating to unrecognized tax benefits is a critical audit matter are (i) the significant judgment by management when determining unrecognized tax benefits including a high degree of estimation uncertainty relative to the numerous and complex tax laws, frequency of tax examinations, and the nature of intercompany transactions and tax positions; (ii) a high degree of auditor judgment, effort, and subjectivity in performing procedures to evaluate the timely identification and accurate measurement of unrecognized tax benefits; (iii) the evaluation of audit evidence available to support the unrecognized tax benefits is complex and required significant auditor judgment as the nature of the evidence is often highly subjective; and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the identification and recognition of the unrecognized tax benefits, including controls relating to the completeness of balances and measurement of the unrecognized tax benefits.

These procedures also included, among others (i) testing the information used in the calculation of the unrecognized tax benefits, including intercompany agreements, international, federal and state filing positions, and reviewing the final tax returns; (ii) testing the calculation of the unrecognized tax benefits, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position; and (iv) evaluating the status and results of income tax audits with the relevant tax authorities.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and measurement of the Company’s unrecognized tax benefits, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained and the amount of potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.

| | | | | | | | | | | | | |

| Net investment hedge adjustments | | | — | | | | — | | | | 1,937 | |

| Income tax effect | | | — | | | | — | | | | — | |

| Net investment hedge adjustments, net | | | — | | | | — | | | | 1,937 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2017 | | $ | 1,295 | | | $ | (2,321,989 | ) | | $ | 1,264,849 | | | $ | 1,505,204 | | | $ | (48,347 | ) | | $ | 401,012 | |

| Net income | | | | | | | | | | | | | | | 507,885 | | | | | | | | 507,885 | |

| ASC Topic 606 Retained Earnings Adjustment | | | | | | | | | | | | | | | 16,135 | | | | | | | | 16,135 | |

| Dividends declared ($1.92 per common share) | | | | | | | (77 | ) | | | 119 | | | | (172,273 | ) | | | | | | | (172,231 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on divestitures, net of costs | | | — | | | | — | | | | (61,402 | ) | |

| Other | | | 6,408 | | | | 4,059 | | | | (22,989 | ) | |

| Proceeds from the sale of capital equipment | | | — | | | | 10 | | | | 10 | | |

| Proceeds from divestitures | | | — | | | | — | | | | 83,825 | | |

| Proceeds from exercise of stock options | | | \- | | | | 3,236 | | | | 605 | | |

Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, assessment of impairment of long-lived assets, accrued compensation, income taxes, incremental borrowing rates and other matters that affect the consolidated financial statements and related disclosures.

MSCI adopted the revenue standard set forth under Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers,” or ASC Topic 606, as of January 1, 2018 using the Modified Retrospective Approach and as such, applied ASC Topic 606 only to contracts that were not completed at the January 1, 2018 adoption date and did not adjust prior reporting periods.

An adjustment was recorded within the Consolidated Statement of Financial Condition as of January 1, 2018.

The adoption resulted in more revenue being recognized upfront or earlier in the life of new client contracts for certain of the Company’s products and services, including fees related to the licensing of certain desktop applications as they relate to the energy and commodity analytics products, implementation services as they relate to Analytics products and services and the Company’s hosted applications and set-up fees as they relate to the Company’s custom index products.

ASC Topic 606 also has the impact of ratably allocating revenue recognition as it relates to multi-year subscriptions.

The adoption of ASC Topic 606 also resulted in higher accounts receivable and deferred revenue balances.

Under the previous accounting guidance, MSCI generally recorded the value of an invoice to accounts receivable and deferred revenue at the beginning of the service period began.

Under ASC Topic 606, MSCI records accounts receivable and a corresponding offset to deferred revenue when an invoice is issued prior to satisfaction of the performance obligation.

When performance obligations are satisfied prior to issuance of an invoice, MSCI records accounts receivable and a corresponding offset to operating revenues.

See Note 3, “Revenue Recognition,” for further discussion of the impact of the change upon adoption of ASC Topic 606.

In general, the discounts apply proportionally to all performance obligations in the contract.

For products within the All Other segment, MSCI’s performance obligations with respect to its ESG products are satisfied over time for the majority of the data subscriptions as MSCI provides and updates the data to the customer throughout the term of the agreement and revenue is recognized ratably over the term of the agreement.

Based on their evaluation, as of December 31, [removed: 2020,] [added: 2021,] the end of the period covered by this Annual Report on Form 10-K, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the criteria described in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management, including the Company’s CEO and CFO, concluded that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited and issued a report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] which appears on page [removed: 58] [added: 63] of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial [removed: Reporting][added: Reporting]

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management excluded Real Capital Analytics, Inc. (“RCA”), acquired on September 13, 2021, from its evaluation of internal control over financial reporting as of December 31, 2021.

As of December 31, 2021, total assets of RCA, excluding acquisition method fair value adjustments, represented 0.9% of our consolidated total assets.

RCA represented 1.1% of our consolidated operating revenues for the year ended December 31, 2021.

(c).

(c).

PART III

| --- | --- |

None.

PART III

Except for the information relating to our Executive Officers set forth in Part I of this Annual Report on Form 10-K, we incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Information regarding our Code of Ethics and Business Conduct and Corporate Governance Policies is incorporated herein by reference from our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

We incorporate by reference the [added: additional] information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Equity Compensation Plans

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “Directors Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Directors Plan replaced the Company’s then existing non-employee director compensation plan, the MSCI Inc. Independent Directors’ Equity Compensation Plan (the “2011 Plan”).

The total number of shares authorized to be awarded under the Directors Plan is 352,460, which is equal to the number of shares that remained available for issuance under the 2011 Plan.

Under the MSCI Inc. Non-Employee Directors Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days following separation of service.

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Omnibus Plan (“Omnibus Plan”), an equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Omnibus Plan replaced the Company’s then existing equity compensation plan, the MSCI Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (as amended, the “2007 Plan”).

Compensation paid to the Company’s executive officers historically complied with the performance-based compensation exception under 162(m) of the IRC (“162(m)”) by being granted pursuant to the MSCI Inc. Performance Formula and Incentive Plan (the “Performance Plan”).

Shareholder approval of the Omnibus Plan constituted approval of the material terms of the performance goals under the Omnibus Plan for purposes of 162(m).

In light of the final Section 162(m) regulations published in December 2020, which, among other things, eliminated the performance-based compensation exception under Section 162(m), the Compensation Committee determined to cease awarding compensation to the Company’s executive officers under the Performance Plan starting with calendar year 2021.

Pursuant to the Omnibus Plan, the Company reserved 7,565,483 shares of common stock for issuance; plus any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, which were registered under the Securities Act following approval by the Company’s shareholders.

This is in addition to currently outstanding awards under the 2007 Plan.

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock options, stock appreciation rights, restricted stock units, restricted stock, performance awards and other stock-based awards) totaling up to 7,565,483 and other cash-based awards to eligible recipients, including employees and consultants.

No awards will be granted under the Omnibus Plan after the earliest to occur of (i) April 28, 2026, (ii) the maximum number of shares available for issuance having been issued and (iii) the Board of Directors terminating the Omnibus Plan in accordance with its terms.

The following table presents certain information with respect to our equity compensation plans at December 31, 2021:

| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) (2) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity Compensation Plans Approved by Security Holders | | | | | | | | | | |

| MSCI Inc. 2016 Omnibus Plan | | | | | | | | | | |

| Restricted Stock Units (“RSUs”) | | | 198,092 | | | N/A | | | — | |

| Performance Stock Units (“PSUs”) (1) | | | 1,215,771 | | | N/A | | | — | |

| Total MSCI Inc. 2016 Omnibus Plan | | | 1,413,863 | | | N/A | | | 3,524,169 | |

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs) | | | 3,137 | | | N/A | | | 279,080 | |

| Equity Compensation Plans Not Approved by Security Holders | | | — | | | N/A | | | — | |

| Total | | | 1,417,000 | | | N/A | | | 3,803,249 | |

| (1) | The numbers included for PSUs in column (a) reflect the maximum payout. Assuming target number payout, the number of securities to be issued upon vesting of PSUs is 496,061. |

| --- | --- |

| (2) | Does not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price. |

| --- | --- |

The information provided under Part II, Item 5.

“Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities” of this Annual Report on Form 10-K is incorporated by reference herein.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

| Exhibit Number | Description | Form | File No. | [removed: |] Exhibit No. | [removed: |] Filing Date | [removed: |]

| 3.1 | [Third Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/1408198/000119312512212354/d324997dex31.htm) | 10-Q | 001-33812 | [removed: |] 3.1 | [removed: |] 5/4/2012 | [removed: |]

| 3.2 | [Amended and Restated By-laws](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021000865/msci-ex31_6.htm) | 8-K/A | 001-33812 | [removed: |] 3.1 | [removed: |] 1/11/2021 | [removed: |]

| 4.1 | [Form of Senior Indenture](http://www.sec.gov/Archives/edgar/data/1408198/000095010315006360/dp58253_ex0401.htm) | S-3 | 333-206232 | [removed: |] 4.1 | [removed: |] 8/7/2015 | [removed: |]

| 4.2 | [Form of Subordinated Indenture](http://www.sec.gov/Archives/edgar/data/1408198/000095010315006360/dp58253_ex0402.htm) | S-3 | 333-206232 | [removed: |] 4.2 | [removed: |] 8/7/2015 | [removed: |]

| 4.3 | [Form of Common Stock Certificate](http://www.sec.gov/Archives/edgar/data/1408198/000119312512212354/d324997dex41.htm) | 10-Q | 001-33812 | [removed: |] 4.1 | [removed: |] 5/4/2012 | [removed: |]

| 4.4 | [Indenture, dated as of [removed: August 4, 2016,] [added: November 7, 2019,] among MSCI Inc., each of the [removed: Subsidiary Guarantors] [added: subsidiary guarantors] party thereto and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1408198/000119312516672119/d236625dex41.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1408198/000119312519286824/d828551dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.1 | [removed: | 8/5/2016 |] [added: 11/7/2019] |

| 4.5 | [Form of Note for MSCI Inc. [removed: 4.750%] [added: 4.000%] Senior Notes due [removed: August 1, 2026] [added: November 15, 2029] (included in Exhibit [removed: 4.4)](http://www.sec.gov/Archives/edgar/data/1408198/000119312516672119/d236625dex41.htm)] [added: 4.4)](http://www.sec.gov/Archives/edgar/data/1408198/000119312519286824/d828551dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.2 | [removed: | 8/5/2016 |] [added: 11/7/2019] |

| 4.6 | [Indenture, dated as of [removed: May 18, 2018,] [added: March 4, 2020,] among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1408198/000119312518167727/d582789dex41.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.1 | [removed: | 5/18/2018 |] [added: 3/04/2020] |

| 4.7 | [Form of Note for MSCI Inc. [removed: 5.375%] [added: 3.625%] Senior Notes due [removed: May 15, 2027] [added: September 1, 2030] (included in Exhibit [removed: 4.6)](http://www.sec.gov/Archives/edgar/data/1408198/000119312518167727/d582789dex41.htm)] [added: 4.6).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.2 | [removed: | 5/18/2018 |] [added: 3/04/2020] |

| 4.8 | [Indenture, dated as of [removed: November 7, 2019,] [added: May 26, 2020,] among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1408198/000119312519286824/d828551dex41.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520151613/d829084dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.1 | [removed: | 11/7/2019 |] [added: 5/26/2020] |

| 4.9 | [Form of Note for MSCI Inc. [removed: 4.000%] [added: 3.875%] Senior Notes due [removed: November] [added: February] 15, [removed: 2029] [added: 2031] (included in Exhibit [removed: 4.8)](http://www.sec.gov/Archives/edgar/data/1408198/000119312519286824/d828551dex41.htm)] [added: 4.8).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520151613/d829084dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.2 | [removed: | 11/7/2019 |] [added: 5/26/2020] |

| 4.10 | [Indenture, dated as of [removed: March 4, 2020,] [added: May 14, 2021,] among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312521162036/d420165dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.1 | [removed: | 3/04/2020 |] [added: 5/14/2021] |

| 4.11 | [Form of Note for MSCI Inc. 3.625% Senior Notes due [removed: September] [added: November] 1, [removed: 2030] [added: 2031] (included in Exhibit [removed: 4.10).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] [added: 4.10).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312521162036/d420165dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.2 | [removed: | 3/04/2020 |] [added: 5/14/2021] |

| 4.12 | [Indenture, dated as of [removed: May 26, 2020,] [added: August 17, 2021,] among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520151613/d829084dex41.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/0001408198/000119312521249156/d215701dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.1 | [removed: | 5/26/2020 |] [added: 8/17/2021] |

| 4.13 | [Form of Note for MSCI Inc. [removed: 3.875%] [added: 3.250%] Senior Notes due [removed: February] [added: August] 15, [removed: 2031] [added: 2033] (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520151613/d829084dex41.htm)] [added: 4.12).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312521249156/d215701dex41.htm)] | 8-K | 001-33812 | [removed: |] 4.2 | [removed: | 5/26/2020 |] [added: 8/17/2021] |

| 4.14 | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1408198/000156459021005811/msci-ex414_745.htm)] [added: Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex414_15.htm)] | Filed Herewith | | | | [removed: | | |]

| [removed: 10.1††#] [added: 10.36††#] | [Index License Agreement for Funds, dated as of March 18, 2000, between Morgan Stanley Capital International and Barclays Global Investors, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/1408198/000156459021005811/msci-ex101_172.htm) | Filed Herewith | |] [added: N.A.](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex101_172.htm)] | [added: 10-K] | [added: 001-33812] | [added: 10.1] | [added: 2/12/2021] |

| [removed: 10.2††#] [added: 10.37††#] | [Amendment to Index License Agreement for Funds between Morgan Stanley Capital International and Barclays Global Investors, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/1408198/000156459021005811/msci-ex102_171.htm) | Filed Herewith | |] [added: N.A.](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex102_171.htm)] | [added: 10-K] | [added: 001-33812] | [added: 10.2] | [added: 2/12/2021] |

| [removed: 10.3††#] [added: 10.38††#] | [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, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/1408198/000156459021005811/msci-ex103_170.htm) | Filed Herewith | |] [added: N.A.](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex103_170.htm)] | [added: 10-K] | [added: 001-33812] | [added: 10.3] | [added: 2/12/2021] |