MSCI (MSCI) 10-K risk factor changes: FY2022 vs FY2021

[removed: You] [added: *You] should carefully consider the following risks and all of the other information set forth in this Annual Report on Form 10-K.

These factors could cause our future results to differ materially from our historical results and from expectations reflected in forward-looking [removed: statements.][added: statements.*]

[removed: Summary] [added: Summary] of Risk [removed: Factors][added: Factors]

[removed: | | • |] [added: -] Our dependence on third parties to supply data, applications and services for our products and services and on certain vendors to distribute our products; [removed: |]

[removed: | | • |] [added: -] Undetected errors, defects, malfunctions or similar problems in our products leading to increased costs or liability; [removed: |]

[removed: | | • |] [added: -] The impact of the COVID-19 pandemic or other widespread health crises; [removed: |]

[removed: | | • |] [added: -] Our exposure to potential reputational and credibility concerns; [removed: |]

[removed: | | • |] [added: -] The possibility that our clients seek to negotiate lower asset-based fees or cease using our indexes as the basis for indexed investment products; [removed: |]

[removed: | | • |] [added: -] Cancellations or reductions by any of our largest clients [removed: and/or] [added: or] reduced demand for our products or services; [removed: |]

[removed: | | • |] [added: -] The impact of failures, disruptions, instability or vulnerabilities in our information technology systems or applications; [removed: |]

[removed: | | • |] [added: -] Our inability to ensure and protect the confidentiality of data; [removed: |]

[removed: | | • |] [added: -] Our exposure to [added: security breaches including] cyber-attacks or failures of our [removed: cyber-security] [added: security] plans, systems or procedures; [removed: |]

[removed: | | • |] [added: -] Unanticipated failures, interruptions or delays in the performance or delivery of our products as a result of the adoption of new technologies; [removed: |]

[removed: | | • |] [added: -] Security vulnerabilities resulting from our use of open source code; [removed: |]

[removed: | | • |] [added: -] The effects on us from competition and financial and budgetary pressures affecting our clients; [removed: |]

[removed: | | • |] [added: -] Our need to successfully develop new and enhanced products and services in order to remain competitive; [removed: |]

[removed: | | • |] [added: -] The impact of our global operations and any future expansion on management and our exposure to additional issues from our increased global footprint; [removed: |]

[removed: | | • |] [added: -] Our inability to protect our intellectual property rights; [removed: |]

[removed: | | • |] [added: -] The impact of foreign currency exchange rate fluctuation; [removed: |]

[removed: | | • |] [added: -] The impact of our indebtedness on our financial flexibility; [removed: |]

[removed: | | • |] [added: -] The impact of changes in our credit ratings; and [removed: |]

[removed: | | • |] [added: -] Our exposure to tax liabilities in various jurisdictions. [removed: |]

[removed: Operational Risks][added: Operational Risks]

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

A refusal or failure by a key vendor to distribute our [removed: products or] [added: products;] any loss of key outside suppliers of data, applications or [removed: services or] [added: services;] a reduction in the accuracy or quality of such data, applications or [removed: services] [added: services;] or any failure by us to comply with our suppliers’ or distributors’ licensing requirements could impair our ability to provide our clients with our products and services, which could have a material adverse effect on our business, financial condition or results of [removed: operations.][added: operations.]

We rely on third-party suppliers of data, applications and services, including data from stock exchanges [removed: (“Vendor] [added: and other suppliers (collectively, “Vendor] Products”), and depend on the accuracy and quality of Vendor Products and the ability and willingness of such suppliers to deliver, support, enhance and develop new Vendor Products on a timely and cost-effective basis, and respond to emerging industry needs and other changes in order to produce, deliver and develop our products and services.

In addition, in the ordinary course suppliers of Vendor Products are subject to various forms of [removed: cyber-attacks.][added: cyber-attacks or other failures or security breaches.]

Despite our efforts to comply with the licensing requirements of Vendor Products, [removed: our use of certain Vendor Products has been challenged in the past and] there can be no assurance that third parties [removed: may] [added: will] not challenge our [removed: use in the future, resulting] [added: use, which could result] in increased acquisition or licensing costs, loss of rights [removed: and/or] [added: or] costly legal actions.

[removed: If] [added: If] our products contain undetected errors or fail to perform properly due to defects, malfunctions or similar problems, we may, among other things, become subject to increased costs or liability based on the use of our products or services to support [removed: our clients’ investment processes, which could have a material adverse effect on our business, financial condition or results of operations.][added: our]

Products or services we develop or license [added: have contained, and in the future] may [removed: contain] [added: contain,] undetected errors or defects despite testing or other quality assurance practices.

[added: 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.

Despite internal testing and in some cases testing or use by clients, our products or services [added: have contained, and in the future] may [removed: contain] [added: contain,] errors in our data, calculations, methodologies or analysis, including serious defects or malfunctions.

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 [removed: sales,] [added: sales and revenues,] delays in commercial release, third-party claims, contractual disputes, negative publicity, delays in or loss of market acceptance of our products or services, license terminations or renegotiations [removed: and/or] [added: 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 [added: or effectively] limit our liability.

In addition, clients also increasingly require us to provide contractual assurances regarding our [added: IT and operational] 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.

[removed: The] [added: The] COVID-19 pandemic, or other widespread health crises, could have a material adverse effect on our business, financial condition or results of [removed: operations.][added: operations.]

The COVID-19 pandemic has caused significant economic disruption, including volatility in the global equity [removed: markets.][added: markets and continues to persist throughout the world, including in locations where we operate.]

[removed: | | • | an inability to sustain] [added: Our] revenue growth [removed: through obtaining] [added: depends on our ability to obtain] new [added: clients, quickly onboard our] clients and [removed: achieving] [added: deploy our products] and [removed: maintaining] [added: services to them, sell additional services to existing clients and achieve and sustain] a high level of renewal rates with respect to our existing [removed: clients; |][added: licenses.]

[removed: These effects, alone or taken together,] [added: Such incidents] could have a material adverse effect on our business, financial condition or results of [removed: operations.][added: operations.]

If we are not able to respond to and manage the impact of such events effectively, [added: or if we are not able to cope with the effects of new widespread health crises,] our business, financial condition or results of operations may be negatively impacted.

- The impact of changes in economic conditions and the global capital markets, including resulting from geopolitical events, adverse equity market conditions, volatility in the financial markets and evolving investment trends;

- Failure to comply with laws, rules or regulations; changes to current laws, rules or regulations; or the introduction of new laws, rules or regulations relevant to our business;

This risk may grow with the increase in the number, type and complexity of our products, such as complex client-designed indexes that may require unique and more manual implementation and maintenance.

In addition, there has been increased regulatory and political focus on ESG-related practices of asset managers.

Certain of our clients make use of our ESG data and tools as well as our ESG indexes to benchmark ESG investment performance and to construct and manage ETFs and other indexed financial products.

These institutional investors are increasingly the subject of additional disclosure requirements, as well as media and political scrutiny, that are focused on preventing asset managers from “greenwashing” (i.e., holding out an investment product as having “green” or “sustainable” characteristics when this is not, in fact, the case).

Use of our products by these investors could draw MSCI into debates about and criticisms of greenwashing.

Factors affecting our reputation and credibility also include our own sustainability and corporate responsibility policies or practices, including as a result of failure to meet publicly disclosed ESG and climate-related targets or goals, or misalignment with evolving market standards or the methodologies and standards used in our own products and ESG ratings.

To date, the COVID-19 pandemic has negatively impacted the global economy, created significant financial market volatility, disrupted global supply chains and resulted in a significant number of infections and deaths worldwide.

The COVID-19 pandemic has also created significant uncertainties.

These uncertainties include, but are not limited to, the adverse effects of the pandemic on the economy and financial markets, our employees, our clients and our third-party service providers.

Certain long-term effects of the efforts of governments and monetary authorities to ameliorate the impacts of the pandemic have also become evident, including both price and wage inflation as well as increased competition for workers.

While to date the COVID-19 pandemic has not had a material negative impact on our business, financial condition or results of operations, we cannot assure you that we will be successful in our attempts to mitigate any negative effects of this global pandemic or any other widespread health crisis on our business.

contracts.

A client’s activity with us may decrease for a variety of reasons, including the client’s level of satisfaction with our products and services, the effectiveness of our support services, the pricing of our products and services, the pricing and quality of competing products or services or the effects of changes in economic conditions and the global capital markets.

Our ability to effectively use the Internet, including

There can be no assurance that there will not be material adverse effects relating to these types of incidents in the future, in particular as these incidents have generally become increasingly frequent, sophisticated, difficult to detect and difficult to successfully defend against.

financial losses.

Our business is impacted by economic conditions, volatility in the global capital markets and evolving investment trends (including conditions, volatility and trends that result from geopolitical events, such as Russia’s invasion of Ukraine and the related global escalation of geopolitical tensions).

volumes declines, we expect our fee-based revenue to show a corresponding decline.

This process often requires effective collaboration across various functions and product lines, and ineffective or insufficient collaboration may harm our ability to meet our business objectives.

If we are unable to effectively manage the development of new or enhanced products and services, we

with modifying our products or services.

- Brexit.

The United Kingdom (“UK”) exited the European Union (“EU”) on January 31, 2020 (commonly referred to as “Brexit”) and the UK’s membership in the EU single market ended on December 31, 2020.

On December 24, 2020, the UK and the EU announced that they had struck a new bilateral trade and cooperation deal governing the future relationship between the UK and the EU (the “EU-UK Trade and Cooperation Agreement”) which was formally approved by the 27 member states of the EU on December 29, 2020.

For instance, under the EU Benchmarks Regulation, benchmarks provided by a third-country (i.e. non-EU) benchmark administrator may be used by EU-supervised entities in the EU if the benchmark administrator applies for recognition, endorsement or if its home jurisdiction’s regime is deemed equivalent by the European Commission.

The EU Benchmarks Regulation currently provides for a transition period until December 31, 2023, allowing supervised entities to continue to utilize benchmarks provided by non-EU administrators.

The European Commission has indicated that it may further extend the transition period for the use of benchmarks provided by non-EU administrators until at least January 1, 2026.

One of our subsidiaries is authorized as a UK benchmark administrator regulated by the UK FCA, we have significant operations in the EU and certain members of our senior management team are based in the UK.

- *Regulation Affecting Benchmarks.* Compliance efforts associated with regulations affecting benchmarks or their uses and any related technical standards and guidance could have a negative impact on our business and results of operations.

- *Data Privacy Legislation.* Changes in laws, rules or regulations, or consumer environments relating to privacy or data collection and use may affect our ability to collect, manage, aggregate, store, transfer and use personal data.

There could be a material adverse impact on our direct marketing due to the enactment of legislation or industry regulations, or simply a change in practices, arising from public concern over privacy issues.

Restrictions or bans could be placed, or penalties could be levied, relating to the collection, management, aggregation, storage, transfer and use of information that is currently legally available, in which case our costs related to handling information could increase materially.

For example, California passed the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020, and the California Privacy Rights Act (“CPRA”), which took effect on January 1, 2023 and significantly amends and expands the CCPA.

The CCPA and CPRA regulate the processing of personal data of all Californians and imposes significant penalties for non-compliance.

The European General Data Protection Regulation imposes enhanced operational requirements for companies that receive or process personal data of residents of the EU and includes significant penalties for non-compliance.

In Japan, the Act on the Protection of Personal Information regulates the use of personal information and personal data of “data subjects” for business purposes without regard to whether such use is within Japan.

In addition, other jurisdictions, including China and India, are considering imposing or have already imposed additional restrictions on the use and transfer of personal and other types of data.

- *Investment Advisers Act.* Except with respect to certain products provided by MSCI ESG Research LLC and certain of its designated foreign affiliates, we believe that our products and services do not constitute or provide investment advice as contemplated by the Advisers Act.

| --- | --- |

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

| | • | The impact of changes in the global capital markets; |

| | • | New regulations or changes to current regulations; |

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

Our operations have been affected by a range of external factors related to the COVID-19 pandemic that are not within our control, including the imposition in many jurisdictions of a wide range of restrictions on the physical movement of our employees and vendors to limit the spread of COVID-19.

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.

While we were not materially impacted in 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:

| | • | significant failures, errors, delays, disruptions or instability affecting our key products or services, vendors, suppliers, distributors, information technology platforms, data centers, production and delivery systems, applications or processes, including those that negatively affect our ability to calculate, process or distribute our products or service our clients effectively; |

| | • | adverse equity market conditions, volatility in the financial markets and unforeseen investment trends resulting in a reduction in our asset-based fees, increased cancellations and reduced demand for our products and services; |

| | • | prolonged selling cycles and increased pressures to reduce our fees on account of heightened financial and budgetary pressures affecting our clients (for example, in response to the COVID-19 pandemic, we selectively gave clients access to services licensed under a subscription agreement prior to the beginning of the fee period at no cost to help drive business in key areas); |

| | • | delays in our ability to collect on our accounts receivables; |

| | • | increasing tax costs as the jurisdictions in which we do business globally may seek to generate additional revenues to offset revenue shortfalls created by the challenging operating environment and stimulus packages; |

| | • | a deterioration of worldwide credit and financial markets that could limit our ability to obtain necessary external financing to fund our operations and capital expenditures; and |

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

If the COVID-19 pandemic is sustained or prolonged, these effects could be exacerbated.

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 pandemic and responses to the pandemic.

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 business continuity plans and processes, transitioning to 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.

This situation is changing rapidly, and additional effects may arise that we are not presently aware of or that we currently do not consider significant risks to our operations.

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

Our revenue growth depends on our ability to obtain new clients, sell additional services to existing clients and achieve and sustain a high level of renewal rates with respect to our existing licenses.

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.

could divert resources away from our development efforts.

Our business is impacted by economic conditions and volatility in the global capital markets.

Additionally, new hires require significant training and may, in some cases, take a significant amount of time before becoming fully productive.

services in some locations outside of the U.S. There can be no assurances that demand for our products and services will develop in these countries.

| | • | *Data Privacy Legislation.* Changes in laws, rules or regulations, or consumer environments relating to privacy or information collection and use may affect our ability to collect, manage, aggregate, store, transfer and use personal data. There could be a material adverse impact on our direct marketing due to the enactment of legislation or industry regulations, or simply a change in practices, arising from public concern over privacy issues. Restrictions or bans could be placed upon the collection, management, aggregation, storage, transfer and use of information that is currently legally available, in which case our costs related to handling information could increase materially. For example, California passed the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020, and the California Privacy Rights Act (“CPRA”), which will take effect on January 1, 2023 and significantly amends and expands the CCPA. The CCPA and CPRA regulate the processing of personal data of all Californians and imposes significant penalties for non-compliance. The European General Data Protection Regulation imposes enhanced operational requirements for companies that receive or process personal data of residents of the EU and includes significant penalties for non-compliance. In Japan, the Act on the Protection of Personal Information regulates the use of personal information and personal data of “data subjects” for business purposes without regard to whether such use is within Japan. In addition, other jurisdictions, including China and India, are considering imposing or have already imposed additional restrictions. |

| | • | *Investment Advisers Act.* Except with respect to certain products provided by MSCI ESG Research LLC and certain of its designated foreign affiliates, we believe that our products and services do not constitute or provide investment advice as contemplated by the Advisers Act. See Part I, Item 1. “Business—Government Regulation” above. The Advisers Act imposes fiduciary duties, recordkeeping and reporting requirements, disclosure requirements, limitations on agency and principal transactions between an adviser and advisory clients, as well as general anti-fraud prohibitions. Future developments in our product lines or changes to current laws, rules, regulations or interpretations could cause this status to change, requiring other entities in our corporate family to register as investment advisers under the Advisers Act or comply with similar laws or requirements in states or foreign jurisdictions. In the U.S., the SEC has indicated that it may seek public comment on the role of certain third-party service providers to the asset management industry, including index providers and model providers, which could lead to regulation pursuant to the Advisers Act or other framework. |

To the

particular facts and circumstances of the cases.

In addition, Brexit has caused, and may continue to cause, significant volatility in currency exchange rates, especially between the U.S. dollar and the British pound sterling.

For an overview of our current outstanding indebtedness and history of our debt offerings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The restrictive covenants in our debt agreements, however, limit our and our subsidiaries’ ability to sell assets and also restrict the use of proceeds from such a sale.

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”).

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.

where the ultimate tax determination is uncertain.

our employees or agents may engage in conduct for which we might be held responsible.

products and services as well as our ability to support and retain our clients and achieve business objectives may suffer.

[removed: The] [added: *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, [removed: 2021.][added: 2022.]

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

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: 2020] [added: 2021] (the [removed: “2020] [added: “2021] Annual Report”), which was filed with the Securities and Exchange Commission on February [removed: 12, 2021.][added: 11, 2022.*]

[removed: Overview][added: Overview]

The operating segments of Real [removed: Estate] [added: Assets] 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.

[removed: Key] [added: Key] Financial and Operating Metrics and [removed: Drivers][added: Drivers]

[removed: Revenues][added: Revenues]

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

Asset-based fees also include revenues related to futures and options contracts linked to our indexes, which are [removed: primarily] based on trading [removed: volumes.][added: volumes and fee levels.]

Non-recurring revenues primarily represent fees earned on products and services where we [added: typically] do not have renewal [removed: contracts.][added: clauses within the contract.]

[removed: Operating Expenses][added: Operating Expenses]

[removed: | | • |] [added: -] Cost of revenues; [removed: |]

[removed: | | • |] [added: -] Selling and marketing; [removed: |]

[removed: | | • |] [added: -] Research and development (“R&D”); [removed: |]

[removed: | | • |] [added: -] General and administrative (“G&A”); [removed: |]

[removed: | | • |] [added: -] Amortization of intangible assets; and [removed: |]

[removed: | | • |] [added: -] Depreciation and amortization of property, equipment and leasehold improvements. [removed: |]

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

[removed: Selling] [added: Selling] and [removed: Marketing][added: Marketing]

[removed: Research] [added: Research] and [removed: Development][added: Development]

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

[removed: Depreciation] [added: Depreciation] and Amortization of Property, Equipment and Leasehold [removed: Improvements][added: Improvements]

[removed: Other] [added: Other] Expense (Income), [removed: Net][added: Net]

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

[removed: Adjusted EBITDA][added: Adjusted EBITDA]

“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, [removed: including] [added: including, when applicable,] impairment related to sublease of leased [removed: property,] [added: property and] certain non-recurring acquisition-related integration and transaction [removed: 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”).][added: costs.]

“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, [removed: including] [added: including, when applicable,] impairment related to sublease of leased [removed: property,] [added: property and] certain non-recurring acquisition-related integration and transaction [removed: costs and the impact related to the vesting of the 2016 Multi-Year PSUs.][added: costs.]

Adjusted [added: EBITDA, Adjusted] EBITDA [added: margin] and Adjusted EBITDA expenses are believed to be meaningful measures 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.

All companies do not calculate adjusted [added: EBITDA, adjusted] EBITDA [added: margin] and adjusted EBITDA expenses in the same way.

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

[removed: Run Rate][added: Run Rate]

[removed: Retention Rate][added: Retention Rate]

[removed: Critical] [added: Critical] Accounting [removed: Estimates][added: Estimates]

[removed: Goodwill][added: Goodwill]

[removed: The Company tests] [added: We test] goodwill for impairment on an annual basis on July 1st and on an interim basis when certain events and circumstances exist.

[removed: In testing goodwill] [added: When performing the quantitative test] for impairment, [removed: the company used] [added: we use] the income approach to estimate the fair value of each reporting unit.

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

Based on our [removed: quantitative] [added: qualitative] assessment [removed: as of July 1, 2021,] [added: for 2022,] we determined that [added: it was not more likely than not that] the [removed: estimated] fair value of the [removed: Company’s] [added: company’s] reporting units [removed: substantially exceeded] [added: is less than] their respective carrying [removed: values, so] [added: values and] no [removed: impairment of goodwill was] [added: impairments were] recorded.

[removed: Definite] [added: Definite] Lived Intangible [removed: Assets][added: Assets]

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset [added: or asset group] may not be recoverable.

During the year ended December 31, 2022, we renamed the Real Estate operating segment to Real Assets.

Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services and historical data sets.

Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

“Adjusted EBITDA margin” is defined as adjusted EBITDA divided by operating revenues.

When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.

| (in thousands) | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | Increase/(Decrease) | | |

| Recurring subscriptions | | | | | | $ | 1,659,523 | | | | | $ | 1,426,040 | | | | | 16.4 | | % |

| Asset-based fees | | | | | | 528,127 | | | | | | 553,991 | | | | | | (4.7) | | % |

| Non-recurring | | | | | | 60,948 | | | | | | 63,513 | | | | | | (4.0) | | % |

| Total operating revenues | | | | | | $ | 2,248,598 | | | | | $ | 2,043,544 | | | | | 10.0 | | % |

Operating revenues from non-ETF indexed funds linked to MSCI indexes decreased by 6.9%, primarily

driven by a decrease in average basis point fees, partially offset by an increase in average AUM.

Operating revenues from exchange traded futures and options contracts linked to MSCI indexes increased by 15.1%, driven by volume increases.

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| | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

________________

This information is updated mid-month each month.

Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.

The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.

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

| | | | | | | Years Ended | | | | | | | | | | | | | | |

| (in thousands) | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | Increase/(Decrease) | | |

| Recurring subscriptions | | | | | | $ | 729,710 | | | | | $ | 650,629 | | | | | 12.2 | | % |

| Asset-based fees | | | | | | 528,127 | | | | | | 553,991 | | | | | | (4.7) | | % |

| Non-recurring | | | | | | 45,372 | | | | | | 47,144 | | | | | | (3.8) | | % |

| Index total | | | | | | 1,303,209 | | | | | | 1,251,764 | | | | | | 4.1 | | % |

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

| Recurring subscriptions | | | | | | 567,004 | | | | | | 533,178 | | | | | | 6.3 | | % |

| Non-recurring | | | | | | 9,103 | | | | | | 11,121 | | | | | | (18.1) | | % |

| Analytics total | | | | | | 576,107 | | | | | | 544,299 | | | | | | 5.8 | | % |

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

| Recurring subscriptions | | | | | | 223,160 | | | | | | 162,609 | | | | | | 37.2 | | % |

| Non-recurring | | | | | | 5,151 | | | | | | 3,583 | | | | | | 43.8 | | % |

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

| Recurring subscriptions | | | | | | 139,649 | | | | | | 79,624 | | | | | | 75.4 | | % |

| Non-recurring | | | | | | 1,322 | | | | | | 1,665 | | | | | | (20.6) | | % |

| --- | --- |

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

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.

Non-recurring revenues primarily include revenues from licenses of historical data, indexed derivative financial products, certain implementation services and other special client requests, which are generally recognized at a point in time, but may also be recognized over the license period.

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

There were no events or changes in

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

| | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | |

| | | 2021 | | | | | 2020 | | | | 2019 | | | 2021 to 2020 | | | | 2020 to 2019 | | |

| | | (in thousands) | | | | | | | | | | | | | | | | | | |

| Recurring subscriptions | | $ | 1,426,040 | | | $ | 1,248,175 | | | $ | 1,154,040 | | | | 14.3 | % | | | 8.2 | % |

| Asset-based fees | | | 553,991 | | | | 399,771 | | | | 361,927 | | | | 38.6 | % | | | 10.5 | % |

| Non-recurring | | | 63,513 | | | | 47,444 | | | | 41,829 | | | | 33.9 | % | | | 13.4 | % |

| Total operating revenues | | $ | 2,043,544 | | | $ | 1,695,390 | | | $ | 1,557,796 | | | | 20.5 | % | | | 8.8 | % |

Operating revenues from asset-based fees increased 10.5% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

The increase in asset-based fees was driven by growth in revenues from all of our indexed investment product categories, including an increase in revenues from exchange traded futures and options contracts linked to MSCI indexes that were primarily driven by price increases.

The increase in operating revenues from asset-based fees was also driven by higher revenues from non-ETF indexed funds linked to MSCI indexes, which was driven by price increases and an increase in average AUM.

Revenues from ETFs linked to MSCI indexes also increased, driven by an 8.9% increase in average AUM in equity ETFs linked to MSCI indexes, partially offset by lower fees resulting from the impact of a change in product mix.

The impact of foreign currency exchange rate fluctuations on operating revenues from asset-based fees was negligible.

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

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

| Recurring subscriptions | | $ | 650,629 | | | $ | 580,393 | | | $ | 530,968 | | | | 12.1 | % | | | 9.3 | % |

| Non-recurring | | | 47,144 | | | | 36,331 | | | | 28,042 | | | | 29.8 | % | | | 29.6 | % |

| Index total | | | 1,251,764 | | | | 1,016,495 | | | | 920,937 | | | | 23.1 | % | | | 10.4 | % |

| Recurring subscriptions | | | 533,178 | | | | 506,301 | | | | 486,282 | | | | 5.3 | % | | | 4.1 | % |

| Non-recurring | | | 11,121 | | | | 7,507 | | | | 10,643 | | | | 48.1 | % | | | (29.5 | %) |

| Analytics total | | | 544,299 | | | | 513,808 | | | | 496,925 | | | | 5.9 | % | | | 3.4 | % |

| Recurring subscriptions | | | 162,609 | | | | 109,945 | | | | 89,563 | | | | 47.9 | % | | | 22.8 | % |

| Non-recurring | | | 3,583 | | | | 1,419 | | | | 1,096 | | | | 152.5 | % | | | 29.5 | % |

| Recurring subscriptions | | | 79,624 | | | | 51,536 | | | | 47,227 | | | | 54.5 | % | | | 9.1 | % |

| Non-recurring | | | 1,665 | | | | 2,187 | | | | 2,048 | | | | (23.9 | %) | | | 6.8 | % |

Total operating expenses increased 19.8% for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Total operating expenses increased 1.1% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

| Cost of revenues | | $ | 358,684 | | | $ | 291,704 | | | $ | 294,961 | | | | 23.0 | % | | | (1.1 | %) |

| Selling and marketing | | | 243,185 | | | | 216,496 | | | | 219,298 | | | | 12.3 | % | | | (1.3 | %) |

| Research and development | | | 111,564 | | | | 101,053 | | | | 98,334 | | | | 10.4 | % | | | 2.8 | % |

| General and administrative | | | 147,893 | | | | 114,627 | | | | 110,093 | | | | 29.0 | % | | | 4.1 | % |

| Total operating expenses | | $ | 970,819 | | | $ | 810,626 | | | $ | 802,095 | | | | 19.8 | % | | | 1.1 | % |

Cost of revenues decreased 1.1% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020, 15.1%] [added: 2021, 15.9%] and [removed: 14.1%,] [added: 15.1%,] 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 [removed: 14.1%] [added: 15.9%] of non-U.S. dollar exposure for the year ended December 31, [removed: 2020, 40.2%] [added: 2022, 41.4%] was in Euros, [removed: 27.2%] [added: 30.4%] was in [removed: Japanese yen] [added: British pounds sterling] and [removed: 24.6%] [added: 18.8%] was in [removed: British pounds sterling.][added: Japanese yen.]

Revenues from asset-based fees represented [removed: 27.1%] [added: 23.5%] and [removed: 23.6%] [added: 27.1%] of operating revenues for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

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

Approximately [removed: 41.1%] [added: 42.1%] and [removed: 40.8%] [added: 41.1%] of our operating expenses for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, [added: Euros,] Hungarian forints, [removed: Euros, Swiss francs,] Mexican pesos and [removed: Hong Kong dollars.][added: Swiss francs.]

We have certain monetary assets and liabilities denominated in currencies other than local functional [removed: amounts] [added: amounts,] and when these balances are remeasured into their local functional currency, either a gain or a loss results from the change of the value of the functional currency as compared to the originating currencies.

We recognized total foreign currency exchange [removed: losses] [added: gains] of [removed: $1.9] [added: $0.5] million for the year ended December 31, [removed: 2021] [added: 2022] and foreign currency exchange losses of [removed: $2.8] [added: $1.9] million for the year ended December 31, [removed: 2020.][added: 2021.]

| --- | --- |

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

[removed: Overview][added: Overview]

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

[removed: Clients][added: Clients]

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

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

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

[removed: | | • |] [added: -] Wealth managers (including robo-advisors and self-directed brokerages) [removed: |]

[removed: | | • |] [added: -] Real Estate Professionals (including real estate brokers, agents, developers, lenders and appraisers) [removed: |]

[removed: | | • |] [added: -] Corporates (including public and private companies and their advisors) [removed: |]

As of December 31, [removed: 2021,] [added: 2022] we served over [removed: 6,300] [added: 6,600] clients1 in more than 95 countries.

For the year ended December 31, [removed: 2021,] [added: 2022,] our largest client organization by revenue, BlackRock, accounted for [removed: 12.7%] [added: 10.3%] of our [removed: total] [added: consolidated operating] revenues, with [removed: 93.6%] [added: 95.2%] of the [removed: revenue] [added: operating revenues] from BlackRock coming from fees based on the assets in BlackRock’s ETFs that are based on our indexes.

[removed: Industry] [added: Industry] Trends and Competitive [removed: Advantages][added: Advantages]

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

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

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

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

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

[removed: | | • |] [added: -] Continuing growth of indexed investing through indexed investment products such as ETFs, mutual/UCITS funds and annuities, as well as indexed derivatives such as futures, options, structured products and over-the-counter swaps, and other vehicles that seek to track an [removed: index] [added: index,] as investors increasingly seek lower-cost investment [removed: strategies; |][added: strategies or seek to incorporate increasingly complex investment strategies across geographies, sectors, factors, trends and other considerations;]

[removed: | | • |] [added: -] 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; [removed: |]

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

[removed: | | • |] [added: -] Growing use of advanced technologies to enhance investment analytics, [added: evaluate data,] streamline operations, create efficiencies and gain competitive advantages. [removed: |]

[removed: | | • | *Differentiated research-enhanced content* provides our clients with insights to better understand and adapt to a 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, ESG and climate data, factor models, private [removed: assets] [added: asset] benchmark data and risk algorithms, all of which can be critical components of our clients’ investment processes. [removed: 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: | | • | *Client-centricity* allows us to build strong client relationships globally and better understand and service our clients’ unique needs in the markets in which they operate.] Our client coverage team develops and maintains strong and trusted relationships with senior executives and investment professionals, and we regularly consult with clients and other market participants to discuss their needs, investment trends and implications for our research, product development and client servicing goals. [removed: |]

[removed: | | • |] [added: -] *Strong product innovation, supported by flexible, scalable, cutting-edge technology* developed by our global team of sophisticated technology and data professionals, enables clients to use MSCI, third-party and their [removed: proprietary] [added: own] content efficiently and cost-effectively. [removed: Our 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 into our clients’ workflows. |]

[removed: | | • | *Expand solutions that empower client customization*. We will further enhance how we support our clients’ investment objectives by embedding our highly differentiated research into solutions that allow clients to incorporate their custom preferences.] For example, we will leverage existing capabilities and applications to deliver solutions that will allow clients to reflect their unique risk and return, ESG and climate and thematic preferences, as well as tax optimization strategies in a scalable way. [removed: |]

[removed: | | • | *Strengthen* *client] [added: - *Strengthen client] relationships and grow into strategic partnerships with clients.* We aim to [removed: serve as] [added: be] a strategic partner to members of the investment community by anticipating their needs, [removed: by] promoting the full breadth of our [removed: tools] [added: tools, data] and [removed: solutions] [added: solutions,] and [removed: by] building a seamless experience across our offerings. [removed: 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. |]

[removed: | | • | *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, through our [added: 2021] acquisition of [removed: RCA,] [added: Real Capital Analytics, Inc. (“RCA”),] we expanded MSCI’s robust suite of real [removed: estate] [added: asset] solutions, by allowing us to provide real estate industry professionals with more data, analytics and support tools to manage investments and understand performance and risk, including climate risks, within their portfolios. [removed: |]

[removed: Financial Model][added: Financial Model]

[removed: Segments][added: Segments]

For the year ended December 31, [removed: 2021,] [added: 2022,] we had the following five operating segments: Index, Analytics, ESG and Climate, Real [removed: Estate] [added: Assets] and 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 Real [removed: Estate] [added: Assets] and Burgiss operating segments are combined and presented as All Other – Private Assets, as they did not meet the thresholds for separate presentation.

[removed: Financial results related to MSCI’s acquisition of RCA have] been included prospectively as a component of the Real [removed: Estate] [added: Assets] 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).

[removed: Index][added: Index]

Clients use our indexes in many areas of the investment process, including for [added: developing] indexed [removed: product creation] [added: financial products] (*e.g.*, ETFs, mutual funds, annuities, futures, options, structured products, over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

We currently calculate more than [removed: 267,0002] [added: 278,0002] end-of-day indexes daily and more than [removed: 15,000] [added: 16,000] indexes in real time.

Clients [removed: receive] [added: access our] index data directly from [removed: us] [added: MSCI] or from third-party vendors worldwide.

[removed: | | • | *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: 2021,] [added: 2022,] we calculated indexes that covered more than 80 developed, emerging, frontier and standalone equity markets, as well as various regional indexes built from the component indexes. [removed: |]

[removed: | | • |] [added: -] *Factor Indexes.* Factor Indexes seek to reflect the performance characteristics of a range of investment styles and strategies, such as momentum or value. [removed: 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. |]

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

[removed: |] 2 [removed: |] The number of indexes includes different return versions [removed: (*e.g.*,] [added: (e.g.,] price, net and gross returns) but does not include different currency versions. [removed: |]

1 For this purpose, affiliated companies under a common parent entity are aggregated and counted as a single client.

- The need for high-quality data, insightful models and timely research during times of extreme volatility and high uncertainty;

- *Differentiated research-enhanced content* provides our clients with insights to better understand and adapt to a complex and fast-changing marketplace.

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.

- *Client-centricity* allows us to build strong client relationships globally and better understand and service our clients’ needs in the markets in which they operate.

Our commitment to open and flexible technology allows us to more efficiently process data for distribution and deliver advanced platform flexibility for easy integration into our clients’ workflows.

*•Extend leadership in research-enhanced content across asset classes.* We continue to develop and deliver innovative solutions that incorporate proprietary and highly differentiated content based on rich insights from our research and product development teams.

In addition to enhancing our position as a leading provider of tools and solutions for equity investors globally, our strategic priorities also include enhancing our content relating to other asset classes and strategies, including ESG and climate, thematics, factors, fixed income, liquidity and private assets, all of which we believe represent significant growth opportunities.

- *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 and the establishment of ESG and climate reporting frameworks are both 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.

- *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 artificial intelligence, machine learning and 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.

Our open-architecture, web-based Investment Solutions as a Service (“ISaaS”) offerings now include MSCI ONE, an integrated platform that provides access to investment content across a number of our products and solutions.

These offerings help us deliver MSCI content and solutions to our clients at scale.

- *Expand solutions that empower client customization*.

We aim to further enhance how we support our clients’ investment objectives by embedding our highly differentiated research, data and methodologies into solutions that allow clients to incorporate their custom preferences.

In addition, we aim to meet client demand for flexible tools and data needed to construct and manage portfolios.

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 innovation, we aim to enhance the effectiveness and ease of use of our products as we further demonstrate the value of our content, applications and services.

- *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.

During the year ended December 31, 2022, the Company renamed the Real Estate operating segment to Real Assets.

Financial results related to MSCI’s acquisition of RCA have

- *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.

- *ESG and Climate Indexes.* ESG and Climate Indexes are constructed from an underlying index by applying data from our ESG and Climate segment to additional screening or other criteria.

These indexes include stocks that demonstrate high exposure to the target factor.

In addition to single factor indexes, we offer multiple-factor indexes for investors with diversified multi-factor strategies.

- *Thematic Indexes.* Thematic Indexes are designed to measure the performance of companies associated with 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.

Investors with unique index requirements can build an index to meet their specific needs and better update index design over time to support their evolving investment strategies.

- *Fixed Income Indexes*.

- *Real Estate Indexes*.

- *MSCI Global Quarterly Property Index.* The MSCI Global Quarterly Property Index tracks the property-level performance of quarterly-valued assets across the world’s major real estate markets.

This index aims to help investors as they monitor and manage international real estate portfolios, particularly in the context of macroeconomic and geopolitical developments.

| --- | --- |

Mission

MSCI’s mission is to enable investors to build better portfolios for a better world.

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

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

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

| | • | *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. |

| | • | *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 artificial intelligence, machine learning and 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. 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. |

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

| | • | *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*.* |

| | • | *MSCI ESG Ratings*. Our ESG ratings aim to measure a company’s resilience to long-term ESG risks. Companies are scored on an industry-relative scale across the most relevant key ESG issues based on a company's business model. MSCI ESG ratings include ratings of equity issuers and fixed income securities. The MSCI ESG Industry Materiality Map is a public tool that explores the key ESG issues by GICS sub-industry or sector and their contribution to companies’ overall ESG ratings. Ratings are designed to identify and analyze ESG issues, including exposures (*e.g.*, business segment and geographic risk), management and industry-specific measures that may include the intersection of a company’s major social and environmental impacts with its core business operations, thereby identifying potential risks and opportunities for the company and its investors. |

Index.

Analytics.

ESG and Climate.

All Other – Private Assets.

Termination of or

Recently we have implemented initiatives to reduce our impact on the environment and promote sustainability.

As part of our corporate responsibility efforts, in 2021 we published our first United Nations Sustainable Development Goals (SDG) report and our first Sustainable Finance Disclosure Regulations (SFDR) report.

We have also published a Task Force on Climate-related Financial Disclosures (TCFD) report, a Sustainability Accounting Standard Board (SASB) report and a Climate Disclosure Project (CDP) report.

We also engage with our shareholders around our talent initiatives, including our efforts to strengthen and promote a culture of inclusion and diversity.

In January 2022, following an extensive organizational design assessment conducted in 2021, we announced a number of organization and senior leadership changes, as well as expanded our Executive Committee to reflect MSCI’s ambition to serve as an indispensable partner to clients and the investment community.

This expansion brings together and elevates more of the senior leaders who drive MSCI’s strategy and operations into MSCI’s primary leadership committee.

The new members of the Executive Committee increase the representation from operating functions, in particular, Research, Technology and Data, and Private Assets.

Our Executive Diversity Council (the “EDC”) champions a diverse and inclusive culture by advising on corporate initiatives and facilitating collaboration across MSCI.

MSCI (formed in 2021)) to raise awareness, conduct events around the globe and serve as sponsors in their respective locations.

Our Employer Brand Council and the Diversity Engagement and Sourcing team focus on:

| | • | building and communicating the MSCI employer brand with the aim of bringing to life and showcasing our culture; |

| | • | attracting and developing diverse talent for current and future roles; |

| | • | building early career and internal pipeline programs that focus on diversity and inclusion across a range of factors, including gender, race, ethnicity, LGBTQ+ and socio-economic considerations; |

| | • | forging relationships at institutions worldwide that promote diversity; and |

| | • | building relationships with external partners and increasing our visibility (including through the use of social media) to better position MSCI’s programs and opportunities with new networks. |

The team not only aims to create a pipeline of diverse talent for MSCI but also works to position MSCI more broadly as a leading organization that puts diversity, equity and inclusion at the center of its strategy.

Additional information on our training programs and engagement metrics can be found on our website at https://www.msci.com/who-we-are/corporate-responsibility/social-responsibility/cultivating-talent.

Supporting our Employees Through COVID-19

In response to the pandemic, we immediately implemented an employee communication strategy that was direct, transparent and inclusive.

Through townhalls, firmwide e-mail communications and broad cross-functional meetings, management delivered key messages around employee safety and well-being, leadership, remaining productive, engaging with clients, promoting community and having empathy for others.

We also increased communications around employee assistance programs that provide mental health and emotional well\-being support, and resources to help manage stress and care for individuals and their families.

| --- | --- |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: *(Mark One)*]

[removed: ☒] [added: x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

[removed: OF] [added: OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ☐] [added: o] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

[removed: For] [added: For] the transition period from ___________ to [removed: ___________][added: ___________]

[removed: Commission] [added: Commission] file number [removed: 001-33812][added: 001-33812]

[removed: MSCI INC.][added: MSCI INC.]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in Its [removed: Charter)][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 13-4038723] | [added: 13-4038723 | | |]

| [removed: (State] [added: (State] or Other Jurisdiction [removed: of Incorporation] [added: of Incorporation] or [removed: Organization)] [added: Organization)] | | [removed: (I.R.S. Employer Identification Number)] | [added: (I.R.S. Employer Identification Number) | | |]

[removed: 7] [added: 7] World Trade [removed: Center][added: Center]

[removed: 250] [added: 250] Greenwich Street, 49th [removed: Floor][added: Floor]

[removed: New York, New] [added: New York, New] York [removed: 10007][added: 10007]

[removed: (Address] [added: (Address] of Principal Executive Offices, zip [removed: code)][added: code)]

[removed: (212) 804-3900][added: (212) 804-3900]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol(s)] | | [removed: Name] [added: | | Trading Symbol(s) | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| [removed: Common] [added: Common] stock, par value $0.01 per [removed: share] [added: share] | | [removed: MSCI] | | [removed: New] [added: | | MSCI | | | | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [removed: ☒ NO ☐][added: x No o]

[removed: YES ☐] [added: Yes o] No [removed: ☒][added: x]

| Large accelerated filer | | [removed: ☒] | [added: x] | [added: | |] Accelerated filer | | [removed: ☐] | [added: o | | |]

| Non-accelerated filer | | [removed: ☐] | [added: o] | [added: | |] Smaller Reporting Company | | [removed: ☐] | [added: o | | |]

| | | | | [added: | |] Emerging growth company | | [removed: ☐] | [added: o | | |]

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: 2021)] [added: 2022)] was [removed: $43,427,568,686.][added: $32,171,890,320.]

As of February [removed: 4, 2022,] [added: 3, 2023,] there were [removed: 81,268,195] [added: 79,959,989] 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 [removed: annual meeting] [added: 2023 Annual Meeting] of [removed: stockholders,] [added: Stockholders,] to be [removed: held on April 26,] [added: filed within 120 days of the end of the fiscal year ended December 31,] 2022, are incorporated herein by reference into Part III of this Form 10-K.

[removed: FOR] [added: FOR] THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

[removed: | [PART I](#PART_I) | | | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#i1d72212c64234c3d8a1a14cc2cdb9c65_31)] | | [removed: [Business](#ITEM_1_BUSINESS)] | [added: [Business](#i1d72212c64234c3d8a1a14cc2cdb9c65_31)] | [removed: 2] | [added: | [2](#i1d72212c64234c3d8a1a14cc2cdb9c65_31) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#i1d72212c64234c3d8a1a14cc2cdb9c65_16)] | | [added: |] [Risk [removed: Factors](#ITEM_1A_RISK_FACTORS)] [added: Factors](#i1d72212c64234c3d8a1a14cc2cdb9c65_16)] | | [removed: 16] | [added: [14](#i1d72212c64234c3d8a1a14cc2cdb9c65_16) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#i1d72212c64234c3d8a1a14cc2cdb9c65_19)] | | [added: |] [Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#i1d72212c64234c3d8a1a14cc2cdb9c65_19)] | | [removed: 32] | [added: [29](#i1d72212c64234c3d8a1a14cc2cdb9c65_19) | | |]

| [removed: Item 2.] [added: [Item 2.](#i1d72212c64234c3d8a1a14cc2cdb9c65_22)] | | [removed: [Properties](#ITEM_2_PROPERTIES)] | [added: [Properties](#i1d72212c64234c3d8a1a14cc2cdb9c65_22)] | [removed: 32] | [added: | [30](#i1d72212c64234c3d8a1a14cc2cdb9c65_22) | | |]

________________________________________________________

________________________________________________________

OF THE SECURITIES EXCHANGE ACT OF 1934

________________________________________________________


________________________________________________________

| | | | | | |

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________________________________________________________

Yes x No o

Yes x No o

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes o No x

MSCI INC.

FORM 10-K

| | | | | | | | | |

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

| | | | | | | | | |

| [Item 6.](#i1d72212c64234c3d8a1a14cc2cdb9c65_40) | | | [\[Reserved\]](#i1d72212c64234c3d8a1a14cc2cdb9c65_40) | | | [32](#i1d72212c64234c3d8a1a14cc2cdb9c65_40) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | [PART IV](#i1d72212c64234c3d8a1a14cc2cdb9c65_199) | | | | | |

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.*

If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected.

Any forward-looking statement reflects our current views with respect to future events levels of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.*

f-

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

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| | | | | | | |

| | | | | |

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | 35 |

Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements.

Such risks and uncertainties include those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

PART I

| --- | --- |

As of December 31, [removed: 2021,] [added: 2022,] our principal offices consisted of the following leased properties:

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

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

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

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

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

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

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

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

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

As of December 31, [removed: 2021,] [added: 2022,] we had more than 30 leased and occupied locations of which the principal offices are listed above.

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

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

| Mumbai, India | | | | | | 63,143 | | | | | | July 31, 2032 | | |

________________

| --- | --- |

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

| Mumbai, India | | 126,286 | | August 31, 2023 |

[removed: PART II][added: PART II]

| --- | --- |

[removed: Stock] [added: Stock] Price and [removed: Dividends][added: Dividends]

Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of February [removed: 4, 2022,] [added: 3, 2023,] there were [removed: 112] [added: 109] shareholders of record of our common stock.

[removed: Dividend Policy][added: *Dividend Policy*]

[removed: Stock Repurchases][added: Stock Repurchases]

The following table provides information with respect to purchases made by or on behalf of the Company of its shares of common stock during the quarter ended December 31, [removed: 2021.][added: 2022.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

| [removed: Period] [added: Period] | | [removed: Total Number of Shares Purchased (1)] | | | | [removed: Average] [added: Total Number of Shares Purchased (1) | | | | | | Average] Price Paid Per [removed: Share] [added: Share] | | | | [removed: Total] [added: | | Total] Number of Shares Purchased As Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | | [removed: Approximate Dollar Value] [added: | | Approximate Dollar Value] of [removed: Shares that] [added: Shares that] May Yet [removed: Be Purchased Under the] [added: Be Purchased Under the] Plans [removed: or Programs (2)] [added: or Programs (2)] | | |

[removed: | (1) | Includes] [added: (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; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. [removed: 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. |]

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

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

There were no unregistered sales of equity securities in the year ended December 31, [removed: 2021.][added: 2022.]

[removed: Use] [added: Use] of Proceeds from Sale of Registered [removed: Securities][added: Securities]

The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock [added: Index, the MSCI USA Financials] Index and the NYSE Composite Index since December 31, [removed: 2016] [added: 2017] assuming an investment of $100 at the closing price on December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

[removed: Total] [added: Total] Investment [removed: Value][added: Value]

| | | [removed: Years Ended] | | | | [added: Years Ended] | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

| | | [removed: 2016] | | | | [removed: 2017] [added: December 31, 2017] | | | | [removed: 2018] | | [added: December 31, 2018] | | [removed: 2019] | | | | [removed: 2020] [added: December 31, 2019] | | | | [removed: 2021] | | [added: December 31, 2020] | [added: | | | | | December 31, 2021 | | | | | | December 31, 2022 | | |]

Because many shares of our common stock are held by brokers and other institutions on behalf of beneficial holders, we are unable to estimate the total number of shareholders represented by these shareholders of record.

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

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

| October 1, 2022-October 31, 2022 | | | | | | 163,117 | | | | | | $ | 430.06 | | | | | 163,064 | | | | | | $ | 1,304,379,000 | |

| November 1, 2022-November 30, 2022 | | | | | | 167 | | | | | | $ | 502.00 | | | | | — | | | | | | $ | 1,304,379,000 | |

| December 1, 2022-December 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,304,379,000 | |

| Total | | | | | | 163,284 | | | | | | $ | 430.14 | | | | | 163,064 | | | | | | $ | 1,304,379,000 | |

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

________________

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.

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

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

| MSCI Inc. | | | | | | $100 | | | | | | $118 | | | | | | $209 | | | | | | $364 | | | | | | $503 | | | | | | $386 | | |

| S&P 500 | | | | | | $100 | | | | | | $96 | | | | | | $126 | | | | | | $149 | | | | | | $192 | | | | | | $157 | | |

| MSCI USA Financials Index(1) | | | | | | $100 | | | | | | $86 | | | | | | $115 | | | | | | $113 | | | | | | $153 | | | | | | $134 | | |

| NYSE Composite Index(1) | | | | | | $100 | | | | | | $91 | | | | | | $114 | | | | | | $122 | | | | | | $148 | | | | | | $134 | | |

________________

(1)To better align with comparable investment opportunities, for the year ended December 31, 2022, MSCI replaced the NYSE Composite Index with the MSCI USA Financials Index.

Both indices are presented, in accordance with SEC rules, which require that if a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared against both the newly selected index and previous index in the year of change.

MSCI USA Financials Index is an index operated by MSCI.

| --- | --- |

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

| 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 | |

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

| | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | |

| 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 | |

Source: S&P Global

| --- | --- |

Our selected consolidated financial data for the periods presented should be read in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto provided under Part II, Item 8.

“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

| | | For the Years Ended | | | | | | | | | | | | | | | | | | | |

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

| | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | | | December 31, | | | |

| | | | 2021 | | | | 2020 | | | | 2019 | | | 2018 (1) | | | | | 2017 | | |

| | | (in thousands, except operating margin and per share data) | | | | | | | | | | | | | | | | | | | |

| Operating revenues | | $ | 2,043,544 | | | $ | 1,695,390 | | | $ | 1,557,796 | | | $ | 1,433,984 | | | $ | 1,274,172 | | |

| Total operating expenses | | | 970,819 | | | | 810,626 | | | | 802,095 | | | | 747,086 | | | | 694,402 | | |

| Operating income | | | 1,072,725 | | | | 884,764 | | | | 755,701 | | | | 686,898 | | | | 579,770 | | |

| Other expense (income), net | | | 214,589 | | | | 198,539 | | | | 152,383 | | | | 57,002 | | | | 112,871 | | |

| Provision for income taxes | | | 132,153 | | | | 84,403 | | | | 39,670 | | | | 122,011 | | | | 162,927 | | |

| Net income | | $ | 725,983 | | | $ | 601,822 | | | $ | 563,648 | | | $ | 507,885 | | | $ | 303,972 | | |

| Operating margin | | | 52.5 | % | | | 52.2 | % | | | 48.5 | % | | | 47.9 | % | | | 45.5 | % | |

| Earnings per basic common share | | $ | 8.80 | | | $ | 7.19 | | | $ | 6.66 | | | $ | 5.83 | | | $ | 3.36 | | |

| Earnings per diluted common share | | $ | 8.70 | | | $ | 7.12 | | | $ | 6.59 | | | $ | 5.66 | | | $ | 3.31 | | |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 82,508 | | | | 83,716 | | | | 84,644 | | | | 87,179 | | | | 90,336 | | |

| Diluted | | | 83,479 | | | | 84,517 | | | | 85,536 | | | | 89,701 | | | | 91,914 | | |

| Dividends declared per common share | | $ | 3.64 | | | $ | 2.92 | | | $ | 2.52 | | | $ | 1.92 | | | $ | 1.32 | | |

| | | As of | | | | | | | | | | | | | | | | | | | |

| | | 2021 (3) | | | | | 2020 | | | 2019 (2) | | | | 2018 (1) | | | | | 2017 | | |

| | | (in thousands) | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | $ | 1,421,449 | | | $ | 1,300,521 | | | $ | 1,506,567 | | | $ | 904,176 | | | $ | 889,502 | | |

| Accounts receivable, net of allowances | | $ | 664,511 | | | $ | 558,569 | | | $ | 499,268 | | | $ | 473,433 | | | $ | 327,597 | | |

| Goodwill and intangibles, net of accumulated amortization | | $ | 2,829,727 | | | $ | 1,800,770 | | | $ | 1,824,355 | | | $ | 1,826,564 | | | $ | 1,882,457 | | |

| Total assets | | $ | 5,506,703 | | | $ | 4,198,647 | | | $ | 4,204,439 | | | $ | 3,387,952 | | | $ | 3,275,668 | | |

| Deferred revenue | | $ | 824,912 | | | $ | 675,870 | | | $ | 574,656 | | | $ | 537,977 | | | $ | 374,365 | | |

| Long-term debt, net of current maturities | | $ | 4,161,422 | | | $ | 3,366,777 | | | $ | 3,071,926 | | | $ | 2,575,502 | | | $ | 2,078,093 | | |

| Total shareholders' equity (deficit) | | $ | (163,467 | ) | | $ | (443,234 | ) | | $ | (76,714 | ) | | $ | (166,494 | ) | | $ | 401,012 | | |

| (1) | Includes the impact of the Financial Engineering Associates, Inc. and Investor Force Holdings, Inc. 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 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). |

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: Page] | | [added: Page | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) (PCAOB ID] [added: Firm](#i1d72212c64234c3d8a1a14cc2cdb9c65_88) [(PCAOB ID](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] 238) | | [removed: 63] | [added: [56](#i1d72212c64234c3d8a1a14cc2cdb9c65_88) | | |]

| [Consolidated Statements of Financial Condition as of December [removed: 31, 2021 and] [added: 31,](#i1d72212c64234c3d8a1a14cc2cdb9c65_91) [202](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_91) [and] December 31, [removed: 2020](#CONSOLIDATED_STATEMENTS_FINANCIAL_CONDIT)] [added: 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)[21](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)] | | [removed: 65] | [added: [58](#i1d72212c64234c3d8a1a14cc2cdb9c65_91) | | |]

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2021,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[,] December 31, [removed: 2020,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[,] and December [removed: 31, 2019](#CONSOLIDATED_STATEMENTS_INCOME)] [added: 31,](#i1d72212c64234c3d8a1a14cc2cdb9c65_94) [20](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)] | | [removed: 66] | [added: [59](#i1d72212c64234c3d8a1a14cc2cdb9c65_94) | | |]

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[,] December 31, [removed: 2020,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[,] and December 31, [removed: 2019](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)] | | [removed: 67] | [added: [60](#i1d72212c64234c3d8a1a14cc2cdb9c65_97) | | |]

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, [removed: 2021,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[,] December 31, [removed: 2020,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[,] and December 31, [removed: 2019](#CONSOLIDATED_STATEMENTS_SHAREHOLDERS_EQU)] [added: 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)] | | [removed: 68] | [added: [61](#i1d72212c64234c3d8a1a14cc2cdb9c65_100) | | |]

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[,] December 31, [removed: 2020,] [added: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[,] and December 31, [removed: 2019](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)] | | [removed: 69] | [added: [62](#i1d72212c64234c3d8a1a14cc2cdb9c65_103) | | |]

[removed: | [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | | 70 |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

[removed: The communication of] critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

[removed: MSCI INC.][added: MSCI INC.]

[removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF FINANCIAL [removed: CONDITION][added: CONDITION]

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

| [removed: | | (In] [added: (In] thousands, except per share and share [removed: data)] [added: data)] | | | | | | [added: December 31, 2022] | [added: | | | | | December 31, 2021 | | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | | | | [added: | | | | | |]

| [removed: Current assets:] [added: Current assets:] | | | | | | | | | [added: | | | | | |]

| Cash and cash equivalents | | [added: | | | |] $ | [removed: 1,421,449] [added: 993,564] | | | [added: | |] $ | [removed: 1,300,521] [added: 1,421,449] | |

| Accounts receivable, net of allowances | | | [removed: 664,511] | | | [added: 663,236] | [removed: 558,569] | | [added: | | | 664,511 | | |]

| Prepaid income taxes | | | [removed: 5,951] | | | [added: 36,654] | [removed: 20,097] | | [added: | | | 5,951 | | |]

| Prepaid and other assets | | | [removed: 51,499] | | | [added: 54,520] | [removed: 46,411] | | [added: | | | 51,499 | | |]

| Total current assets | | | [removed: 2,143,410] | | | [added: 1,747,974] | [removed: 1,925,598] | | [added: | | | 2,143,410 | | |]

| Property, equipment and leasehold improvements, net | | | [removed: 66,715] | | | [added: 53,853] | [removed: 80,446] | | [added: | | | 66,715 | | |]

| Right of use assets | | | [removed: 144,584] | | | [added: 126,584] | [removed: 153,330] | | [added: | | | 144,584 | | |]

| Goodwill | | | [removed: 2,236,386] | | | [added: 2,229,670] | [removed: 1,566,022] | | [added: | | | 2,236,386 | | |]

| Intangible assets, net | | | [removed: 593,341] | | | [added: 558,517] | [removed: 234,748] | | [added: | | | 593,341 | | |]

| Equity method investment | | | [removed: 218,763] | | | [added: 214,389] | [removed: 190,898] | | [added: | | | 218,763 | | |]

| Deferred tax assets | | | [removed: 40,119] | | | [added: 29,207] | [removed: 23,627] | | [added: | | | 40,119 | | |]

| Other non-current assets | | | [removed: 63,385] | | | [added: 37,341] | [removed: 23,978] | | [added: | | | 63,385 | | |]

| [removed: Total assets] [added: Total assets] | | [added: | | | |] $ | [removed: 5,506,703] [added: 4,997,535] | | | [added: | |] $ | [removed: 4,198,647] [added: 5,506,703] | |

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

| [removed: Current liabilities:] [added: Current liabilities:] | | | | | | | | | [added: | | | | | |]

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The communication of

*Revenue Recognition - Recurring Subscriptions, Asset-Based Fees, and Non-Recurring Revenues*

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of $2.1 billion for the year ended December 31, 2022, related to recurring subscriptions, asset-based fees, or non-recurring revenues from the Index, Analytics, and ESG and Climate segments.

Asset-based fees are principally recognized based on the estimated assets under management (AUM) linked to the Company's indexes from independent third-party sources or the most recently reported information provided by the client.

Asset-based fees also include revenues related to futures and options contracts linked to the Company’s indexes, which are primarily based on trading volumes and fee levels.

Non-recurring revenues primarily represent fees earned on products and services where the Company typically does not have renewal clauses within the contract.

Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services and historical data sets.

The principal considerations for our determination that performing procedures relating to revenue recognition for recurring subscriptions, asset-based fees, and non-recurring revenues is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to management’s assessment of revenue recognition.

These procedures included testing the effectiveness of controls relating to revenue recognition, including controls over revenue transactions recognized as recurring subscriptions, asset-based fees, and non-recurring revenues.

These procedures also included, among others, evaluating revenue transactions by testing a sample of revenue transactions by obtaining and inspecting source documents which included (i) sales contracts or agreements, invoices, and cash receipts, where applicable, for recurring subscriptions and non-recurring revenues and (ii) sales contracts or agreements, invoices, and cash receipts, where applicable, and AUM data from independent third-party sources or information provided by the Company’s customers, where applicable, to calculate revenue recognized for asset-based fees.

February 10, 2023

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MSCI INC.

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MSCI INC.

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| --- | --- |

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

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

| | | As of | | | | | | |

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| | | December 31, | | | | December 31, | | |

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| | | December 31, | | | | December 31, | | | | December 31, | | |

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| | | | | | | | | | | Additional | | | | | | | | Other | | | | | | | |

| | | Common | | | | Treasury | | | | Paid-in | | | | Retained | | | | Comprehensive | | | | | | | |

| | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2018 | | $ | 1,300 | | | $ | (3,272,774 | ) | | $ | 1,306,428 | | | $ | 1,856,951 | | | $ | (58,399 | ) | | $ | (166,494 | ) | |

| Net income | | | | | | | | | | | | | | | 563,648 | | | | | | | | 563,648 | | |

| Dividends declared ($2.52 per common share) | | | | | | | | | | | 230 | | | | (221,305 | ) | | | | | | | (221,075 | ) | |

| Exercise of stock options | | | 1 | | | | | | | | 3,235 | | | | | | | | | | | | 3,236 | | |

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| | | December 31, | | | | December 31, | | | | December 31, | | | |

| | | 2021 | | | | 2020 | | | | 2019 | | | |

| | | (in thousands) | | | | | | | | | | | |

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

1.

Company would receive for selling the product or service separately in similar circumstances and to other similar customers.

Revenues from subscription agreements for the receipt of periodic benchmark reports, digests and other publications, which are most often associated with our real estate offerings, are generally billed and recognized upon delivery of such reports or data updates.

Evaluation of Disclosure Controls and [removed: Procedures][added: Procedures]

Based on their evaluation, as of December 31, [removed: 2021,] [added: 2022,] 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’s Annual Report [removed: On] [added: on] Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: | | • |] [added: -] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets, [removed: |]

[removed: | | • |] [added: -] provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and [removed: |]

[removed: | | • |] [added: -] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. [removed: |]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] which appears on page [removed: 63] [added: [56](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] of this Annual Report on Form 10-K.

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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(a).

(b).

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(a).

(b).

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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.

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[removed: PART III][added: 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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

[removed: The information] [added: Information contained] on our website is not [removed: and should not be considered a] [added: deemed] part of [added: or incorporated by reference into] this Annual Report on Form [removed: 10-K.][added: 10-K or any other report filed with the SEC.]

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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: 2021.][added: 2022.]

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We incorporate by reference the additional information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

[removed: Equity] [added: Equity] Compensation [removed: Plans][added: Plans]

The following table presents certain information with respect to our equity compensation plans at December 31, [removed: 2021:][added: 2022:]

| | | [removed: Number] [added: | | | | Number] of [removed: securities to] [added: securities to] be issued [removed: upon exercise of outstanding options, warrants] [added: upon exercise of outstanding options, warrants] and [removed: rights (a)] [added: rights (a)] | | | | [removed: Weighted-average exercise] [added: | | Weighted-average exercise] price [removed: of outstanding options, warrants] [added: of outstanding options, warrants] and [removed: rights (b) (2)] [added: rights (b) (3)] | | [removed: Number] [added: | | | | Number] of [removed: securities remaining available for] [added: securities remaining available for] future [removed: issuance under equity compensation plans (excluding securities reflected] [added: issuance under equity compensation plans (excluding securities reflected] in [removed: column(a)) (c)] [added: column(a)) (c)] | | |

| [removed: Equity] [added: Equity] Compensation Plans Approved by Security [removed: Holders] [added: Holders] | | | | | | | | | | | [added: | | | | | | | | | |]

| MSCI Inc. 2016 Omnibus Plan | | | | | | | | | | | [added: | | | | | | | | | |]

| Restricted Stock Units (“RSUs”) | | | [removed: 198,092] | | | [added: 151,659 | | | | | |] N/A | | | [removed: —] | | [added: | | | |]

| Performance Stock Units (“PSUs”) (1) | | | [removed: 1,215,771] | | | [added: 930,912 | | | | | |] N/A | | | [removed: —] | | [added: | | | |]

| Total MSCI Inc. 2016 Omnibus Plan | | | [removed: 1,413,863] | | | [added: 1,318,099 | | | | | |] N/A | | | [removed: 3,524,169] | | [added: | 3,163,384 | | |]

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs) | | | [removed: 3,137] | | | [added: 4,451 | | | | | |] N/A | | | [removed: 279,080] | | [added: | 273,488 | | |]

| [removed: Equity] [added: Equity] Compensation Plans Not Approved by Security [removed: Holders] [added: Holders] | | | [added: | | |] — | | | [added: | | |] N/A | | | [added: | | |] — | | [added: |]

[removed: | (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 [removed: 496,061. |][added: 397,588.]

[removed: | (2) | Does] [added: (3)Does] not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price. [removed: |]

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

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

| Performance Stock Options (“PSOs”) (2) | | | | | | 235,528 | | | | | | 549.83 | | | | | | | | |

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

| Total | | | | | | 1,322,550 | | | | | | N/A | | | | | | 3,436,872 | | |

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

______________________________

(1)The numbers included for PSUs in column (a) reflect the maximum payout.

(2)The numbers included for PSOs in column (a) reflect options at the maximum payout.

Assuming target number payout, the number of securities to be issued upon vesting of PSOs is 117,764.

| --- | --- |

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

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

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: 2021.][added: 2022.]

| --- | --- |

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: 2021.][added: 2022.]

[removed: PART IV][added: PART IV]

| --- | --- |

[removed: (a)(1) *Financial Statements*][added: (a)(1) Financial Statements]

[removed: (a)(2) *Financial] [added: (a)(2) Financial] Statement [removed: Schedules*][added: Schedules]

[removed: (a)(3) *Exhibits*][added: (a)(3) Exhibits]

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| 4.14 | [added: | | | | |] [Description of 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) | [removed: Filed Herewith] | | | | [added: | 10-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 2/11/2022 | | |]

| 10.1* | [added: | | | | |] [Summary of Non-Employee Director [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex101_7.htm)] [added: Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/ex_101xdirectorcomp.htm)] | [added: | | | | |] Filed Herewith | | | | [added: | | | | | | | | | | | | | | | | |]