MSCI (MSCI) 10-K risk factor changes: FY2023 vs FY2022

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

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

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

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

[removed: Breaches] [added: Cyber-attacks, vulnerabilities in our suppliers’ software, systems or networks, failure] of our suppliers’ [added: safeguards, policies or procedures and other incidents related to our suppliers’] systems and networks may cause material interruptions or malfunctions in our or such suppliers’ websites, applications or data processing, or may compromise the confidentiality and integrity of affected information.

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][added: our clients’ investment processes, which could have a material adverse effect on our business, financial condition or results of operations.]

[removed: clients’ investment processes, which] [added: Cancellations or reductions by our clients] could have a material adverse effect on our business, financial condition or results of operations.

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 [added: or third-party] data, calculations, methodologies or analysis or a malfunction or failure in our systems, products or services.

Errors or defects can exist at any point in a product’s lifecycle, but are frequently found after introduction of new products or services or enhancements to existing [removed: products.][added: products or services.]

We continually introduce new methodologies and products, and new versions [removed: of] [added: of,] and updates [removed: to] [added: to,] our existing products or services.

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

Real or perceived factors that may have already affected credibility, or which could potentially have an impact in this regard, include: the appearance of a conflict of interest; the [added: adequacy, completeness and] editorial independence of our index composition and ESG rating and assessment processes and decisions; the influence, attempted influence or appearance of influence of third parties, including governments, politicians and large investors or asset owners, on our editorial decisions; the performance of companies relative to their ESG ratings, index inclusion, risk characteristics or other MSCI content or analytics; the timing and nature of changes to our indexes or ESG ratings and [added: related] assessments; disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, ESG ratings and assessments, data, information and analysis; the accuracy and completeness of our [removed: data;] [added: or third-party data, including data voluntarily disclosed by the investment community, corporate issuers and others that is utilized in our products;] views expressed by the media, politicians, other government officials or representatives, regulators or other third parties regarding our company or our industry or our role in the investment process, including allegations or suggestions that we encourage investment in certain companies, countries or regions or in support of certain causes or trends; and the impact of political tensions relating to countries, industries, companies or issues relevant to our products and services, such as the inclusion of certain Chinese companies in our indexes or the focus on sustainable or ESG investing and climate considerations in our products.

In some cases, our ESG and Climate offerings, such as our country and company ESG ratings or our Net-Zero Tracker, may insert MSCI into a public spotlight or a public debate regarding the environment, climate change, social [removed: concerns] [added: concerns, governance practices] or corporate responsibility.

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

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

Clients that license our indexes to serve as the basis for listed futures and options contracts might also discontinue such [added: contracts.]

[removed: Cancellations or reductions by any of] [added: with] our [removed: largest clients] [added: products and services, which] could have a material adverse effect on our business, financial condition or results of operations.

For the fiscal year ended December 31, [removed: 2022,] [added: 2023,] our largest client organization by revenue, BlackRock, accounted for [removed: 10.3%] [added: 9.8%] of our consolidated operating revenues.

For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] BlackRock accounted for [removed: 12.7%] [added: 10.3%] of our consolidated operating revenues.

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

If one or more of our largest clients cancels or reduces its [removed: licenses] [added: licenses, or a significant number of our other clients cancel or reduce their licenses,] and we are unsuccessful in replacing those licenses, our business, financial condition or results of operations could be materially adversely affected.

[removed: Similarly, some of our clients who currently license our risk or ESG and climate data to analyze] their portfolio risk may develop their own tools to collect data and assess risk or embed [removed: ESG and climate] [added: sustainable investing] considerations into their investment processes, making our products or services unnecessary for them.

Any failures, disruptions, instability or vulnerabilities in our information technology architecture, platforms, vendors and service providers, production and delivery systems, software, code, [removed: internal network,] [added: networks,] the Internet or other systems or applications may disrupt our operations, cause our products [added: or services] to be unavailable or fail and impose delays or additional costs in deploying our [removed: products,] [added: products] or [added: services, or] impose conditions or restrictions on our ability to commercialize our products or [added: services or] keep them confidential and result in reputational and other harm and have a material adverse effect on our business, financial condition or results of operations.

We depend heavily on the capacity, reliability and security of our information technology [removed: systems] [added: systems, networks] and platforms and their components, including our data centers, cloud providers and other vendors and service providers, production and delivery systems as well [added: as] the Internet, to create and deliver our products and service our clients.

Our employees also depend on these systems, [added: networks,] platforms and providers for internal use.

[removed: Heavy use] [added: Factors affecting the availability] of our [removed: electronic delivery] [added: products and services and our information technology] systems and [removed: other factors] [added: networks,] such as loss of service from third parties, operational [added: or execution] failures, human error, terrorist or other attacks, [added: geopolitical instability or unrest,] climate or weather related events (e.g., hurricanes, floods or other natural disasters), [removed: another] outbreak of pandemic or contagious disease, power loss, telecommunications failures, technical breakdowns, Internet failures or malicious attacks exploiting security [removed: vulnerabilities] [added: vulnerabilities,] could impair our [added: or our third-party service provider] systems’ operations or interrupt their availability for extended periods of time or impact the availability of [added: our or our third-party service provider’s] personnel.

[added: Our ability to effectively use the Internet, including] our remote work force’s ability to access the Internet, may also be impaired due to infrastructure failures, service outages at third-party Internet providers, malicious attacks exploiting security vulnerabilities or increased government regulation.

Disruptions, failures or slowdowns that could occur with respect to our operations, including to our information technology [removed: systems] [added: systems, networks] and platforms, our electronic delivery systems or the Internet, could [added: reduce confidence in our products and services,] damage our brand and reputation, result in litigation and negatively affect our ability to distribute our products effectively and to service our clients, including delivering managed services or delivering real-time index data.

To the extent we grow through acquisitions, newly acquired businesses may not have invested in [removed: technological infrastructure] [added: technology] and [removed: disaster recovery] [added: resilience] to the same extent as we have.

As their systems are integrated into ours, a vulnerability could be [removed: introduced, which] [added: introduced that] could impact [removed: our platforms across the Company.][added: us.]

Many of our products, as well as our internal systems and processes, involve the collection, retrieval, [removed: processing, storage] [added: storage, transmission] and [removed: transmission,] [added: other processing,] through a variety of channels, of proprietary, [removed: third party] [added: third-party] and client confidential information.

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

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

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

[removed: Successful cyber-attacks] [added: Cyber-attacks] or other security [removed: breaches] [added: incidents] and the failure of security plans, systems and procedures could have a material adverse effect on our business, financial condition or results of operations.

Our operations rely on the secure [removed: processing, storage and] [added: collection, retrieval, storage,] transmission [added: and other processing] of confidential, sensitive, proprietary and other types of data and information that is managed internally and with third-party vendors.

We and our vendors are subject to security risks, including cyber-attacks and other security [removed: breaches,] [added: incidents,] such as phishing [removed: scams,] [added: scams or other social engineering attacks,] hacking, tampering, intrusions, viruses, [removed: ransomware,] malware [added: (including ransomware)] and denial-of-service attacks.

We may be exposed to more targeted and more sophisticated [removed: cyber] [added: cyber-attacks] and other security [removed: attacks] [added: incidents] aimed at accessing certain information on our systems [added: and networks] because of our role or prominence in the global marketplace, including client portfolio data, the composition of our indexes and MSCI ESG Research ratings of corporate issuers.

[removed: While we have not experienced cyber or other security incidents that are individually, or in the aggregate, material to] [added: In] the [removed: Company,] [added: past,] we have experienced cyber-attacks of varying [removed: degrees in the past,] [added: degrees,] including denial-of-service attacks.

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 [removed: against.][added: against and may see their frequency increased, and effectiveness enhanced, by the use of AI.]

- Failure to attract, develop or retain qualified personnel;

In addition, certain of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us in order to gain competitive advantage against us.

Despite internal testing and in some cases testing or use by clients, our

For instance, certain of our processes utilize manual data entry or collection, which subjects them to greater risk of human error.

Similarly, some of our clients who currently license our risk or ESG and climate data to analyze

The foreknowledge of these changes could also be deemed to be material non-public information.

If our internal processes, confidentiality policies, conflict of interest policies or information barrier procedures fail or are insufficient, including as a result of human error or manual processes, system error, other inadvertent release or other failure, or if an

Cybersecurity risks also may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.

Additionally, while we conduct due diligence during the acquisition process, acquired businesses may not have invested as heavily in security measures and technology, and this may introduce additional security risk.

We could also be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend.

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

We currently incorporate, and expect to continue to incorporate, AI solutions into our products and operations, and these uses may become more important in our operations over time.

Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased, any of which may not be easily detectable, our business may be adversely affected.

AI algorithms may use third-party information with unclear intellectual property rights or interests.

If we do not have sufficient rights to use the data or other material or content that the AI solutions utilize or generate, we may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party.

In addition, intellectual property ownership rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or regulations.

The use of AI applications may also result in cyber-attacks or other security incidents or a failure to protect confidential information (e.g., propriety, third-party, employee or client information).

Laws and regulations applicable to AI, including intellectual property, data privacy and security, consumer protection, competition, and equal opportunity laws, continue to develop and may be inconsistent from jurisdiction to jurisdiction.

Because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.

Any of these issues could materially adversely affect our business, financial condition or results of operations.

Such developments may over time reduce the demand for, or clients’ willingness to pay for, certain of our products and services.

We operate in highly competitive markets that continuously change to adapt to meet client needs.

These changing needs include a greater expectation that information be delivered with a higher degree of personalization and service quality.

In addition, various government and regulatory bodies from time to time may

make inquiries and conduct investigations into our compliance with applicable laws and regulations and our business practices, including those related to our regulated activities and other matters.

For example, the benchmark industry is subject to regulations in the EU, such as the EU Benchmark Regulation (“EU BMR”), and in the UK.

In addition, in October 2023, the EU Commission published a proposal for a regulation to amend the EU BMR.

The Commission proposes that the scope of the EU BMR should be limited to qualifying benchmarks.

Under the proposal, only administrators of these qualifying benchmarks would continue to be subject to the EU BMR.

- *ESG Ratings*.

In June 2023, the European Commission published a proposal for regulation on the transparency and integrity of ESG rating activities, potentially requiring market participants providing ESG ratings to become authorized and supervised by ESMA, and we expect some of our ESG products to be in scope for the developing regulation.

In addition, in July 2023, the Securities and Exchange Board of India (“SEBI”) finalized regulation governing the provision of qualifying ESG ratings, with providers required to register with SEBI and meet certain minimum requirements.

A number of other countries, including the UK, Japan, Hong Kong SAR and Singapore, have completed, or are in the process of developing, legislation and/or codes of conduct for ESG rating and data providers.

We operate in an environment in which there are different and potentially conflicting

privacy or data collection laws and regulations in effect in the various U.S. states and foreign jurisdictions in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.

Global laws in this area are rapidly increasing in the scale and depth of their requirements and are also often extra-territorial in nature.

In addition, a wide range of regulators and private actors are seeking to enforce these laws across regions and borders.

Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties.

- *Brexit*.

- The impact of the COVID-19 pandemic or other widespread health crises;

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

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.

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

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

If we are not able to respond to and manage the impact of such events effectively, 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.

contracts.

Our ability to effectively use the Internet, including

financial losses.

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

may not be able to remain competitive and our business, financial condition or results of operations could be materially adversely affected.

with modifying our products or services.

- Brexit.

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.

In March 2021, the UK and EU agreed on a framework for voluntary regulatory cooperation and dialogue on financial services issues between them in a Memorandum of Understanding (the “MOU”), which is expected to be signed after formal steps are completed, although this has not yet occurred.

There remain uncertainties related to Brexit and the new relationship between the UK and EU that will continue to be developed and defined, as well as uncertainties related to the wider trading, legal, regulatory, tax and labor environments, and the resulting impact on our business and that of our clients.

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 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.

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.

In the EU, the European Commission published a Summary Report in August 2022, following a targeted consultation on the functioning of the ESG ratings market in the EU and on the consideration of ESG factors in credit ratings, which the Commission will use to consider the need for possible policy initiatives.

In addition, in December 2022, the UK government announced a consultation on the regulation of ESG ratings.

Furthermore, in December 2022, the Japan Financial Services Agency published a Code of Conduct for ESG rating and data providers, and the UK FCA announced the formation of an industry-led group to develop a voluntary Code of Conduct for ESG data and ratings providers.

In 2017, the UK Financial Conduct Authority (the “FCA”), which regulates London Interbank Offered Rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021.

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

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

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

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

In 2022, we amended our prior credit agreement to, among other things, replace LIBOR with SOFR.

Any borrowings under the credit facilities under our Credit Agreement are primarily based on SOFR.

As a result, we cannot reasonably predict the potential effect, if any, of the replacement of LIBOR with SOFR or the establishment of other alternative reference rates on our business, financial condition or results of operations.

Continued negotiations on important details of this project are ongoing, and ultimate enactment and timing in the EU, United States, UK and other jurisdictions remain uncertain.

Based on our current understanding of these proposals and directives, we expect that we may be within their scope and that their implementation could impact the amount of tax we have to pay.

*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: 2022.][added: 2023.]

The discussion summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] (the [removed: “2021] [added: “2022] Annual Report”), which was filed with the Securities and Exchange Commission on February [removed: 11, 2022.*][added: 10, 2023.*]

We [removed: operate in four] [added: also group operating revenues by major product or] reportable [removed: segments] [added: segment] as follows: Index, Analytics, ESG and [removed: Climate,] [added: Climate] and All Other – Private Assets.

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

During the year ended December 31, [removed: 2022,] [added: 2023,] we renamed the [removed: Real Estate] [added: The Burgiss Group, LLC (“Burgiss”)] operating segment to [removed: Real Assets.][added: Private Capital Solutions.]

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

Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation [removed: services and] [added: services,] historical data [removed: sets.][added: sets and, occasionally, fees for unlicensed usage of our content in historical periods.]

Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related [removed: expenses][added: expenses.]

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

Intangibles arising from past acquisitions consist of customer relationships, [removed: proprietary data, trademarks and trade names and technology and software.]

“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain [removed: non-recurring] acquisition-related integration and transaction 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, including, when applicable, impairment related to sublease of leased property and certain [removed: non-recurring] acquisition-related integration and transaction costs.

Based on our qualitative assessment for [removed: 2022,] [added: 2023,] we determined that it was not more likely than not that the fair value of the company’s reporting units is less than their respective carrying values and no impairments were recorded.

With respect to our acquisition of [removed: RCA] [added: Burgiss] on [removed: September 13, 2021,] [added: October 2, 2023,] the valuation of intangible assets, as part of the acquisition method of accounting, was subjective and based, in part, on inputs that were unobservable.

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

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

See Note 5, “Acquisitions,” [added: and Note 13, “Segment Information”] of the Notes to the Consolidated Financial Statements included herein for additional information on the acquisition of [removed: RCA.][added: Burgiss.]

| (in thousands) | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | Increase/(Decrease) | | |

| Recurring subscriptions | | | | | | $ | [removed: 1,659,523] [added: 1,871,290] | | | | | $ | [removed: 1,426,040] [added: 1,659,523] | | | | | [removed: 16.4] [added: 12.8] | | % |

| Asset-based fees | | | | | | [removed: 528,127] [added: 557,502] | | | | | | [removed: 553,991] [added: 528,127] | | | | | | [removed: (4.7)] [added: 5.6] | | % |

| Total operating revenues | | | | | | $ | [removed: 2,248,598] [added: 2,528,920] | | | | | $ | [removed: 2,043,544] [added: 2,248,598] | | | | | [removed: 10.0] [added: 12.5] | | % |

Total operating revenues increased [removed: 10.0%] [added: 12.5%] for the year ended December 31, [removed: 2022 compared to the year ended December 31, 2021.][added: 2023.]

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased [removed: 8.9%.][added: 11.4%.]

Operating revenues from recurring subscriptions increased [removed: 16.4%] [added: 12.8%] for the year ended December 31, [removed: 2022 compared to the year ended December 31, 2021,] [added: 2023,] primarily driven by strong growth in Index products, which increased [removed: $79.1] [added: $84.9] million, or [removed: 12.2%,] [added: 11.6%,] strong growth in ESG and Climate products, which increased [removed: $60.6] [added: $59.2] million, or [removed: 37.2%, strong] [added: 26.5%,] growth in [removed: All Other - Private Assets] [added: Analytics] products, which increased [removed: $60.0] [added: $36.3] million, or [removed: 75.4%,] [added: 6.4%,] and [added: strong] growth in [removed: Analytics] [added: All Other - Private Assets] products, which increased [removed: $33.8] [added: $31.4] million, or [removed: 6.3%.][added: 22.5%.]

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased [removed: 14.6%.][added: 11.4%.]

Operating revenues from asset-based fees [removed: decreased 4.7%] [added: increased 5.6%] for the year ended December 31, [removed: 2022 compared to the year ended December 31, 2021,] [added: 2023, mainly] driven by [removed: a decline] [added: growth] in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes, partially offset by [removed: an increase] [added: a decrease] in revenues from exchange traded futures and options contracts linked to MSCI indexes.

Operating revenues from ETFs linked to MSCI equity indexes [removed: decreased] [added: increased] by [removed: 7.7%,] [added: 7.3%,] primarily driven by [removed: a decrease] [added: an increase] in average [removed: basis point fees and average] AUM.

Operating revenues from non-ETF indexed funds linked to MSCI indexes [removed: decreased] [added: increased] by [removed: 6.9%,] [added: 5.0%,] primarily [added: driven by an increase in average basis point fees.]

Operating revenues from exchange traded futures and options contracts linked to MSCI indexes [removed: increased] [added: decreased] by [removed: 15.1%,] [added: 7.5%,] driven by volume [removed: increases.][added: decreases.]

| AUM in ETFs linked to MSCI equity indexes(1) (2) | | | | | | $ | [removed: 1,209.6] [added: 1,389.3] | | | | | $ | [removed: 1,336.2] [added: 1,189.5] | | | | | $ | [removed: 1,336.6] [added: 1,081.2] | | | | | $ | [removed: 1,451.6] [added: 1,222.9] | | | | | $ | [removed: 1,389.3] [added: 1,305.4] | | | | | $ | [removed: 1,189.5] [added: 1,372.5] | | | | | $ | [removed: 1,081.2] [added: 1,322.8] | | | | | $ | [removed: 1,222.9] [added: 1,468.9] | |

| Market Appreciation/(Depreciation) | | | | | | $ | [removed: 43.2] [added: (89.7)] | | | | | $ | [removed: 73.7] [added: (207.3)] | | | | | $ | [removed: (30.7)] [added: (105.7)] | | | | | $ | [removed: 56.5] [added: 118.8] | | | | | $ | [removed: (89.7)] [added: 75.1] | | | | | $ | [removed: (207.3)] [added: 48.4] | | | | | $ | [removed: (105.7)] [added: (56.1)] | | | | | $ | [removed: 118.8] [added: 130.5] | |

| Cash [removed: Inflows] [added: Inflows/(Outflows)] | | | | | | [removed: 62.8] [added: 27.4] | | | | | | [removed: 52.9] [added: 7.5] | | | | | | [removed: 31.1] [added: (2.6)] | | | | | | [removed: 58.5] [added: 22.9] | | | | | | [removed: 27.4] [added: 7.4] | | | | | | [removed: 7.5] [added: 18.7] | | | | | | [removed: (2.6)] [added: 6.4] | | | | | | [removed: 22.9] [added: 15.6] | | |

| Total Change | | | | | | $ | [removed: 106.0] [added: (62.3)] | | | | | $ | [removed: 126.6] [added: (199.8)] | | | | | $ | [removed: 0.4] [added: (108.3)] | | | | | $ | [removed: 115.0] [added: 141.7] | | | | | $ | [removed: (62.3)] [added: 82.5] | | | | | $ | [removed: (199.8)] [added: 67.1] | | | | | $ | [removed: (108.3)] [added: (49.7)] | | | | | $ | [removed: 141.7] [added: 146.1] | |

| AUM in ETFs linked to MSCI equity indexes(1) (2) | | | | | | $ | [removed: 1,169.2] [added: 1,392.5] | | | | | $ | [removed: 1,230.8] [added: 1,338.9] | | | | | $ | [removed: 1,274.5] [added: 1,295.6] | | | | | $ | [removed: 1,309.6] [added: 1,267.2] | | | | | $ | [removed: 1,392.5] [added: 1,287.5] | | | | | $ | [removed: 1,338.9] [added: 1,310.7] | | | | | $ | [removed: 1,295.6] [added: 1,332.6] | | | | | $ | [removed: 1,267.2] [added: 1,340.7] | |

For the year ended December 31, [removed: 2022,] [added: 2023,] the average value of AUM in ETFs linked to MSCI equity indexes was [removed: down $42.4] [added: up $73.5] billion, or [removed: 3.2%, compared to the year ended December 31, 2021.][added: 5.8%.]

| Recurring subscriptions | | | | | | $ | [removed: 729,710] [added: 814,582] | | | | | $ | [removed: 650,629] [added: 729,710] | | | | | [removed: 12.2] [added: 11.6] | | % |

| Non-recurring | | | | | | [removed: 45,372] [added: 79,731] | | | | | | [removed: 47,144] [added: 45,372] | | | | | | [removed: (3.8)] [added: 75.7] | | % |

| Index total | | | | | | [removed: 1,303,209] [added: 1,451,815] | | | | | | [removed: 1,251,764] [added: 1,303,209] | | | | | | [removed: 4.1] [added: 11.4] | | % |

| Recurring subscriptions | | | | | | [removed: 567,004] [added: 603,291] | | | | | | [removed: 533,178] [added: 567,004] | | | | | | [removed: 6.3] [added: 6.4] | | % |

The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions (formerly Burgiss), which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets.

See Note 1, “Introduction and Basis of Presentation” and Note 3, “Revenue Recognition” of the Notes to the Consolidated Financial Statements included herein for additional information on revenue recognition.

proprietary data, trademarks and trade names and technology and software.

See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on intangible assets and amortization expense.

See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on goodwill.

These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price

See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on intangible assets and amortization expense.

See Note 1, “Introduction and Basis of Presentation” and Note 12, “Income Taxes” of the Notes to the Consolidated Financial Statements included herein for additional information on income taxes.

*Acquisitions of Burgiss and Trove*

On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash.

The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million for the twelve months ending December 31, 2023.

Prior to the acquisition, the Company’s ownership interest in Burgiss was classified as an equity-method investment.

Therefore, the All Other – Private Assets segment did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss.

The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was reported as a component of other (expense) income, net.

Following the acquisition, the consolidated results of Burgiss are included in the Company’s Private Capital Solutions operating segment (formerly known as Burgiss), which is combined and presented as part of the All Other – Private Assets reportable segment.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.9 million in cash.

Trove is a part of the ESG and Climate operating segment.

| Non-recurring | | | | | | 100,128 | | | | | | 60,948 | | | | | | 64.3 | | % |

Operating revenues from non-recurring revenues increased 64.3% for the year ended December 31, 2023, primarily driven by fees for unlicensed usage of our content in historical periods, as well as growth in non-recurring licensed data products.

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

| Asset-based fees | | | | | | 557,502 | | | | | | 528,127 | | | | | | 5.6 | | % |

| Total operating revenues | | | | | | $ | 2,528,920 | | | | | $ | 2,248,598 | | | | | 12.5 | | % |

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

Cost of revenues increased 10.4% for the year ended December 31, 2023, reflecting increases across all reportable segments.

The change was also driven by increases in transaction related expenses due to the acquisition of Burgiss and Trove, partially offset by decreases in professional fees.

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

| Amortization of intangible assets | | | | | | 114,429 | | | | | | 91,079 | | | | | | 25.6 | | % |

The increase is primarily driven by the Burgiss and Trove acquisitions.

capitalization of expenses related to internally developed software projects Adjusting for the impact of foreign currency exchange rate fluctuations and the Burgiss and Trove acquisitions, compensation and benefits costs would have increased by 8.0%.

Non-compensation expenses increased 5.7% for the year ended December 31, 2023, primarily driven by higher information technology, market data and marketing expenses, partially offset by lower professional fees.

Amortization of intangible assets expense increased 25.6% for the year ended December 31, 2023, driven by higher amortization of internal use software and additional amortization recognized on acquired intangible assets from the acquisitions of Burgiss and Trove.

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

| Gain on remeasurement of equity method investment | | | | | | (143,029) | | | | | | — | | | | | | — | | % |

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

| ETR | | | | | | 16.1 | | % | | | | 16.6 | | % | | | | (3.0 | | %) |

The effective tax rate of 16.1% for the year ended December 31, 2023 reflects a benefit of $21.5 million from the non-taxable gain on Burgiss, partially offset by the remeasurement of the deferred tax liability on the Company’s previous equity method investment in Burgiss.

In addition, the effective tax rate reflects the impact of certain favorable discrete items totaling $29.5 million, consisting of the recognition of $13.9 million of tax basis on intangible assets established under a foreign law change, $11.4 million of excess tax benefits recognized on share-based compensation vested during the period and $4.2 million related to miscellaneous prior year adjustments.

| (in thousands) | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Increase/(Decrease) | | |

We have no indefinite-lived intangible assets.

*Acquisition of RCA*

On September 13, 2021, MSCI completed the acquisition of RCA for an aggregate cash purchase price of $949.0 million, subject to working capital adjustments.

We also group operating revenues by major product or reportable segment as follows: Index, Analytics, ESG and Climate and All Other – Private Assets, which includes the Real Assets product line and our equity method investment in Burgiss.

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

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

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

The change was also driven by higher non-compensation costs, primarily related to higher costs associated with conferences and events and travel.

R&D expenses decreased 3.9% for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily driven by increased capitalization of costs related to internally developed software projects.

G&A expenses decreased 0.7% for the year ended December 31, 2022 compared to the year ended December 31, 2021, reflecting decreased spending in the Analytics reportable segment, partially offset by increases across the All Other - Private Assets, ESG and Climate and Index reportable segments.

The change was primarily driven by the absence of impairment charges associated with right of use assets and lower transaction costs related to the acquisition of RCA.

Non-compensation expenses increased 9.8% for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily driven by higher information technology costs, professional fees, market data costs and travel and entertainment expenses, partially offset by lower impairment charges associated with right of use assets, lower non-recurring transaction and integration costs related to the acquisition of RCA as well as decreased other non-income tax expenses as a result of favorable settlements reached in the current period.

Amortization of intangible assets expense increased 13.0% for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily driven by additional amortization recognized on acquired intangible assets from the acquisition of RCA, partially offset by the absence of intangible assets write-off costs.

| ETR | | | | | | 16.6 | | % | | | | 15.4 | | % | | | | 7.8 | | % |

The effective tax rate of 15.4% for the year ended December 31, 2021 reflects the impact of certain favorable discrete items totaling $28.3 million, in relation to pretax income, primarily related to $22.7 million of excess tax benefits recognized on share-based compensation vested during the period, a $5.1 million benefit related to prior year settlements, a $2.3 million benefit related to the revaluation of deferred taxes as a result of the enactment of an increase in the UK corporate tax rate and a $2.0 million benefit related to the filing of prior year refund claims, partially offset by a $3.8 million expense related to other prior year items.

In addition, the effective tax rate was impacted by the level of earnings.

| Basic | | | | | | 80,746 | | | | | | 82,508 | | | | | | (2.1 | | %) |

| Diluted | | | | | | 81,215 | | | | | | 83,479 | | | | | | (2.7 | | %) |

(1)Incremental and non-recurring costs attributable to acquisitions directly related to the execution of the transaction and integration of the acquired business that have occurred no later than 12 months after the close of the transaction.

The increase was primarily driven by increased salaries and benefits costs, as a result of increased headcount, as well as increased information technology costs and professional fees.

| Analytics | | | | | | 616,069 | | | | | | 585,223 | | | | | | 5.3 | | % |

Run Rate from All Other - Private Assets increased 7.5% for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily driven by growth in RCA, Global Intel, Climate Value-at-Risk and Enterprise Analytics products across all regions, partially offset by unfavorable foreign currency exchange rate fluctuations.

| Index | | | | | | $ | 109,699 | | | | | $ | 99,686 | | | | | 10.0 | | % |

| Analytics | | | | | | 75,584 | | | | | | 71,656 | | | | | | 5.5 | | % |

| Index | | | | | | (27,103) | | | | | | (24,399) | | | | | | 11.1 | | % |

| Analytics | | | | | | (37,171) | | | | | | (34,291) | | | | | | 8.4 | | % |

| Index | | | | | | 82,596 | | | | | | 75,287 | | | | | | 9.7 | | % |

| Analytics | | | | | | 38,413 | | | | | | 37,365 | | | | | | 2.8 | | % |

| Index | | | | | | 57,560 | | | | | | 54,030 | | | | | | 6.5 | | % |

| Analytics | | | | | | 11,143 | | | | | | 12,407 | | | | | | (10.2) | | % |

| Index | | | | | | $ | 167,259 | | | | | $ | 153,716 | | | | | 8.8 | | % |

| Analytics | | | | | | 86,727 | | | | | | 84,063 | | | | | | 3.2 | | % |

| Index | | | | | | $ | 140,156 | | | | | $ | 129,317 | | | | | 8.4 | | % |

| Analytics | | | | | | 49,556 | | | | | | 49,772 | | | | | | (0.4) | | % |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Three Months Ended March 31, | | | | | | 96.6% | | | | | | 95.8% | | | | | | 97.0% | | | | | | 95.1% | | | | | | 96.3% | | |

| Three Months Ended June 30, | | | | | | 95.6% | | | | | | 92.7% | | | | | | 96.4% | | | | | | 93.7% | | | | | | 94.4% | | |

| Three Months Ended September 30, | | | | | | 96.0% | | | | | | 93.4% | | | | | | 96.1% | | | | | | 91.0% | | | | | | 94.5% | | |

| Three Months Ended December 31, | | | | | | 96.0% | | | | | | 93.4% | | | | | | 96.6% | | | | | | 88.1% | | | | | | 94.4% | | |

| Year Ended December 31,(2) | | | | | | 96.1% | | | | | | 93.8% | | | | | | 96.5% | | | | | | 90.5% | | | | | | 94.7% | | |

For the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, 15.9%] [added: 2022, 16.7%] and [removed: 15.1%,] [added: 15.9%,] 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: 15.1%] [added: 16.7%] of non-U.S. dollar exposure for the year ended December 31, [removed: 2021, 41.6%] [added: 2023, 41.9%] was in Euros, [removed: 26.5%] [added: 32.5%] was in British pounds sterling and [removed: 23.8%] [added: 17.7%] was in Japanese yen.

Revenues from asset-based fees represented [removed: 23.5%] [added: 22.0%] and [removed: 27.1%] [added: 23.5%] of operating revenues for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Approximately [removed: 42.1%] [added: 42.4%] and [removed: 41.1%] [added: 42.1%] of our operating expenses for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints, Mexican pesos and Swiss francs.

We recognized total foreign currency exchange [removed: gains] [added: losses] of [removed: $0.5] [added: $4.5] million for the year ended December 31, [removed: 2022] [added: 2023] and 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.]

Our products and services include indexes; portfolio construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and [removed: real estate market and transaction] [added: private asset] data and analysis.

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

- Wealth managers (including [added: large wealth management organizations,] robo-advisors and self-directed brokerages)

As of December 31, [removed: 2022] [added: 2023] we served [removed: over 6,600] [added: approximately 7,000] clients1 in more than 95 countries.

For the year ended December 31, [removed: 2022,] [added: 2023,] our largest client organization by revenue, BlackRock, accounted for [removed: 10.3%] [added: 9.8%] of our consolidated operating revenues, with [removed: 95.2%] [added: 95.4%] of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs [added: and non-ETF products] that are based on our indexes.

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

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

- [removed: Increasing use] [added: 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;

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

- [removed: Accelerating integration] [added: Integration] of ESG and climate considerations into investment processes, reporting and products, as [removed: sustainable investing becomes more prominent and] investors [removed: increasingly] focus on companies with strong sustainability practices as an indicator of long-term resilience;

- [removed: Continuing growth] [added: 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 index, as investors [removed: increasingly] seek lower-cost investment strategies or seek to incorporate [removed: increasingly] complex investment strategies across geographies, sectors, factors, trends and other considerations;

- [removed: Increasing allocation] [added: Allocation] of capital to [removed: real estate and other] private assets and desire for greater transparency into the performance of private [removed: assets, with an increased focus on climate and income risk;][added: assets;]

- [removed: Increasing demand] [added: Demand] for data and tools that clients can integrate to support customized portfolio construction and highly specialized preferences and objectives; and

- [removed: Growing use] [added: Use] of advanced technologies to enhance investment analytics, [added: collect and] evaluate data, [added: improve client experiences,] streamline operations, create efficiencies and gain competitive advantages.

We are continually developing a wide range of differentiated content and have amassed an extensive database of historical global market [removed: data,] [added: data;] proprietary equity index [removed: data,] [added: data;] ESG and climate [removed: data,] [added: data and metrics;] factor [removed: models,] [added: models;] private asset [added: performance, transaction and] benchmark [removed: data] [added: data, including fund-] and [added: asset-level data; and] risk algorithms, all of which can be critical components of our clients’ investment processes.

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

We provide critical tools and solutions that enable investors to manage the transformations taking place in the investment industry, better understand [added: the drivers of] performance and risk, and build portfolios more effectively and efficiently to achieve their investment objectives.

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 [removed: and strategies, including ESG and climate, thematics, factors, fixed income, liquidity and private assets, all of which we believe represent significant growth opportunities.]

We are focused on being an influential thought leader on these [removed: climate-related] considerations for the investment industry.

We increasingly utilize proprietary and third-party technologies, including [removed: artificial intelligence, machine learning and natural language processing tools,] [added: AI,] to enhance our ability to gather and analyze data, create content and automate and enhance the efficiency of many of our data processes.

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

The depth of knowledge of our client coverage [removed: teams,] [added: team,] including dedicated account managers, ensures that we are engaging with our clients in a holistic and integrated manner.

- *Execute strategic relationships and acquisitions with complementary [added: data,] content and technology companies.* We regularly evaluate and selectively pursue strategic relationships with, and acquisitions of, providers of unique and differentiated [added: data,] content, products and technologies that we believe have the potential to complement, enhance or expand our offerings and client base.

For the year ended December 31, [removed: 2022,] [added: 2023,] we had the following five operating segments: Index, Analytics, ESG and Climate, Real Assets and [removed: The Burgiss Group, LLC (“Burgiss”),] [added: Private Capital Solutions,] which are presented as the following four reportable segments: Index, Analytics, ESG and Climate, and All Other – Private Assets.

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

During the year ended December 31, [removed: 2022, the Company] [added: 2023, we] renamed the [removed: Real Estate] [added: Burgiss] operating segment to [removed: Real Assets.][added: Private Capital Solutions.]

[removed: The Burgiss] [added: Prior to the acquisition, the Private Capital Solutions] operating segment [removed: represents] [added: represented] the Company’s [added: 33.6%] equity method investment in Burgiss.

We currently calculate more than [removed: 278,0002] [added: 290,0002] end-of-day indexes daily and more than 16,000 indexes in real time.

As of December 31, [removed: 2022,] [added: 2023,] 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: *Custom] [added: *Client-Designed] Indexes.* [removed: Custom] [added: Client-Designed] Indexes are calculated by applying additional criteria supplied by a client – such as stock exclusion lists, currency hedging rules, tax rates or special weighting – to an MSCI index.

- *Real [removed: Estate] [added: Assets] Indexes*.

In [removed: 2022,] [added: 2023,] we launched a number of new [removed: indexes,] [added: indexes and data products,] including the following:

- *MSCI Climate Action [added: Corporate Bond] Indexes*.

For the year ended December 31, [removed: 2022, 58.0%] [added: 2023, 57.4%] of our revenues were attributable to our Index segment.

For the year ended December 31, [removed: 2022,] [added: 2023,] asset-based fees accounted for [removed: 40.5%] [added: 38.4%] of the total revenues for our Index segment.

- [removed: *Risk Insights*.][added: *Insights*.]

Our [removed: Risk] Insights offering calculates, stores and delivers a broad range of [removed: risk] [added: risk, performance, climate and sustainability] measures to help investors identify trends and respond to rapid changes in markets.

[removed: Risk] Insights automates many tasks to allow investors to more quickly and effectively understand the overall level of risk in their portfolios, how that risk has [removed: changed,] [added: changed] and what factors may have caused the changes.

For the year ended December 31, [removed: 2022, 25.6%] [added: 2023, 24.4%] of our revenues were attributable to our Analytics segment.

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

1 Reflects the aggregation of all related client entities under their respective parent client entity.

At acquisition, we align an acquired Company’s client count to our methodology.

As of December 31, 2023, recent acquisitions brought approximately 1,000 clients of which approximately 600 clients were not previous clients of MSCI.

technology-driven.

- Interest in high-quality data and greater disclosure, leading to increased demand for streamlined reporting solutions;

We are also partnering with global technology companies to accelerate the development of generative artificial intelligence (“AI”) solutions for the investment industry to help clients build better portfolios with deeper, data-driven insights.

and strategies, including ESG and climate, thematics, factors, fixed income, liquidity and private assets, all of which we believe represent significant growth opportunities.

For example, we recently completed the acquisition of The Burgiss Group, LLC (“Burgiss”), a global provider of investment decision support tools relating to private capital.

The acquisition provides us with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk and conduct robust analytics.

On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss.

Following the acquisition, Burgiss’ consolidated results are included in the Private Capital Solutions operating segment.

See Note 5, “Acquisitions,” and Note 13, “Segment Information” of the Notes to the Consolidated Financial Statements included herein for additional information on the acquisition of Burgiss.

Real Assets Indexes provide transparency and insight into real asset strategies, including performance of portfolios across private real estate investments, REITs and others.

Our Private Real Assets Index products are reported under our All Other – Private Assets reportable segment.

- *MSCI Float Data Product.* The MSCI Float Data Product is a new offering created to provide additional transparency related to free float market capitalization at a security level.

The MSCI Float Data Product offers greater visibility into a security’s investability metrics.

This extensive data set includes all securities within the MSCI equity universe and is updated on a monthly basis.

- *MSCI Biotech Advance Indexes.* Part of our suite of MSCI Life Sciences Indexes, the MSCI Biotech Advance Indexes aim to measure the performance of a set of companies that are associated with research, development and commercialization of products for treating a broad range of diseases and disorders.

- *MSCI MarketAxess Tradable Corporate Bond Indexes.* The MSCI MarketAxess Tradable Corporate Bond Indexes incorporate MarketAxess liquidity data and make use of the MarketAxess Relative Liquidity Score to capture more liquid fixed income securities.

- *MSCI Global Thematic Rotation Index.* The MSCI Global Thematic Rotation Index aims to represent the performance of the highest-ranked thematic megatrends, selected from a larger subset and rotated regularly based on media sentiment tied to MediaStats Megatrend Scores.

The MSCI Climate Action Corporate Bond Indexes are designed to measure the performance of the fixed-income securities of companies that have been assessed to have favorable characteristics relating to climate transition actions relative to sector peers.

management processes and engaging companies and external stakeholders.

For example, in 2023, we launched MSCI Corporate Sustainability Insights, a solution that gives clients the ability to track, measure and compare their ESG and climate data versus peers, while also identifying potential disclosure gaps, through intuitive charts, graphs and maps.

In 2023, we also completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider, which will accelerate our ability to provide data and analysis on voluntary carbon markets.

Our private assets offerings include extensive data and analytics for private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk and conduct robust analysis.

Our private assets offerings also enable investors to compare performance and risk across both private and public asset classes, and enhance our multi-asset class and total portfolio capabilities.

In 2023, we acquired the remaining 66.4% interest in Burgiss, which provides a suite of tools to help private assets investors across mission-critical workflows, such as evaluating operating performance of underlying portfolio companies, managing risk and other activities supporting private capital investing.

This acquisition built on our existing capabilities across real assets, including from our 2021 acquisition of Real Capital Analytics (“RCA”).

- *Property Intel*.

Our Private Capital Solutions offerings include:

- *Private Capital Portfolio Management Platform*.

The Private Capital Portfolio Management Platform (formerly known as the Private i Platform) merges analytical tools and powerful reporting to help investment, risk and operations teams consistently and accurately monitor, measure and report on their private asset portfolios and associated investment activity.

- *Caissa Total Plan Platform*.

The Caissa Total Plan Platform is an industry-leading, multi-asset class investment analytics platform.

It provides a comprehensive view of the drivers of performance and risk in both public and private investments in total portfolios.

- *Transparency Data*.

Our Private Capital Transparency Data offering provides investment teams with information on the holdings of private capital funds that is gathered from original source documents provided by managers and augmented with extensive research.

- *Universe Analytics*.

The Universe Analytics offering provides private capital performance data used by asset allocators as a source of official institutional benchmarks and as a basis for asset allocation, research, due diligence and compensation decisions.

We also leverage AI to enhance our content and continue evolving our data-processing and quality-control procedures.

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

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,

For example, through our 2021 acquisition of Real Capital Analytics, Inc. (“RCA”), we expanded MSCI’s robust suite of real 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.

Financial results related to MSCI’s acquisition of RCA have

been included prospectively as a component of the Real 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).

Real Estate Indexes provide transparency and insight to private real estate investment strategies.

- *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.

- *MSCI ACWI IMI Virology Index*.

Part of MSCI’s previously announced strategic collaboration with Royalty Pharma plc, the MSCI ACWI IMI Virology Index aims to measure the performance of a set of companies associated with biotech innovation and the treatment of infectious diseases.

The MSCI Climate Action Indexes are a suite of equity indexes that are designed to support investors with a strategy focused on companies that are leaders in their sectors with respect to climate transition activities, including in emissions reduction commitments, climate risk management and revenue from greener businesses.

- *Bloomberg MSCI China ESG Index Suite*.

This index suite includes nine ESG indexes and is the first Bloomberg MSCI index suite that tracks the performance of the RMB-denominated bond and USD-denominated Chinese bond markets, while incorporating ESG and socially responsible investment considerations.

For example, in 2022, we launched Total Portfolio Footprinting, which helps financial institutions better understand the extent and impact of greenhouse gas emissions at companies they are financing and provides information needed to focus on sustainable business practices.

Our Real Assets offerings include transaction data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure.

In 2021, we completed our acquisition of RCA to meaningfully accelerate our Real Assets strategy.

Our Real Assets performance and risk analytics range from enterprise-wide to property-specific analytics.

We also provide business intelligence products to real estate owners, managers, developers and brokers worldwide.

Some of the risk analytics generated as part of our Real Assets offerings are also used in the products offered by our other operating segments.

This tool comprises a consolidated set of global, regional, national, city and submarket indexes with segmentation by property type.

- *Datscha*.

By calculating transition risk from changing legislation, regulation and sustainability strategies as well as physical risk from extreme weather impacts, RE Climate VaR offers a framework for investors to improve portfolio performance, risk management, regulatory reporting and progress towards broader sustainability goals.

Our Advisory Council typically

services.

Native Hawaiian or Other Pacific Islander or two or more races) represented 47.3% of our U.S. employees and 42.1% of our U.S. employees in management roles5.

Our DE&I efforts aim to create a strong sense of belonging and inclusion, foster employee engagement, nurture a pipeline of diverse talent and position MSCI as a leading organization that recognizes diversity, equity and inclusion as strategic priorities.

In 2020, MSCI announced our hybrid-work initiative called the Future of Work at MSCI, and we formally began implementing this initiative in January 2022.

The Future of Work at MSCI unites our inclusive culture with modern and flexible ways of working to give employees the accountability, responsibility and empowerment to perform at their very best, while keeping our clients at the center of all we do.

In particular, the COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy.

We continue to closely monitor and manage the situation regarding the COVID-19 pandemic and follow local requirements where our offices are located globally.

MSCI was previously a business

as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

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: 2022)] [added: 2023)] was [removed: $32,171,890,320.][added: $35,984,916,924.]

As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 79,959,989] [added: 79,091,212] 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: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year ended December 31, [removed: 2022,] [added: 2023,] are incorporated herein by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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

| | | | [PART I](#id127f9b28c394767b05e4692e7fe2b93_13) | | | | | |

| [Item 1](#id127f9b28c394767b05e4692e7fe2b93_572)[C](#id127f9b28c394767b05e4692e7fe2b93_572)[.](#id127f9b28c394767b05e4692e7fe2b93_572) | | | [C](#id127f9b28c394767b05e4692e7fe2b93_572)[ybersecurity](#id127f9b28c394767b05e4692e7fe2b93_572) | | | [31](#id127f9b28c394767b05e4692e7fe2b93_572) | | |

| | | | [PART II](#id127f9b28c394767b05e4692e7fe2b93_34) | | | | | |

| | | | [PART III](#id127f9b28c394767b05e4692e7fe2b93_166) | | | | | |

| | | | [PART IV](#id127f9b28c394767b05e4692e7fe2b93_184) | | | | | |

| | | | [PART I](#i1d72212c64234c3d8a1a14cc2cdb9c65_13) | | | | | |

| | | | [PART II](#i1d72212c64234c3d8a1a14cc2cdb9c65_34) | | | | | |

| | | | [PART III](#i1d72212c64234c3d8a1a14cc2cdb9c65_181) | | | | | |

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

Cybersecurity Risk Management and Strategy

We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats.

These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; violation of data privacy or cybersecurity laws and other litigation; legal and regulatory risk; and reputational risks.

We have an enterprise-wide information security program designed to secure our technology infrastructure, networks, data, products and services, and we have implemented several processes, technologies and controls to aid in our efforts to identify, assess and manage related risks.

Our Chief Information Security Officer (“CISO”) manages this program, in collaboration with our business and corporate teams.

To identify and assess material risks from cybersecurity threats, our enterprise risk management (“ERM”) program considers cybersecurity risks alongside other company risks as part of a quarterly and ongoing process designed to identify, assess and manage risk exposures over the short-, intermediate- and long-term.

In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, and including senior leaders such as our President and COO, CFO and General Counsel, among others, provides oversight relating to cybersecurity and technology-related risks that may present significant impacts to our operations, clients, reputation and financial position, and the considerations of the ITROC are fully incorporated into our overall ERM framework.

Our CISO is also a member of the Company’s Disclosure Committee and reports to the Disclosure Committee on a quarterly basis on any major cybersecurity incidents.

We also have cybersecurity specific policies, standards and procedures, and our cybersecurity program has been developed based on industry standards, including the U.S. National Institute of Standards and Technology (“NIST”) cybersecurity framework and International Organization for Standardization (“ISO”) information security standards.

Our information security management system has achieved ISO 27001 certification.

To provide for the resilience of critical data and systems, to maintain regulatory compliance, to manage our material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents, we regularly undertake the below listed activities:

- 24x7x365 security operations monitoring of our systems, networks and services to detect and act on weaknesses and potential intrusions;

- Regular internal and external security audits and penetration tests by third-party security vendors;

- Testing of new products and services to identify potential security vulnerabilities before release;

- Regular network and endpoint monitoring;

- Periodic red- and purple-team assessments from third-party service providers;

- Business resiliency planning with disaster recovery and business continuity testing;

- Role-based access controls to identify, authenticate and authorize individuals to access systems based on their job responsibilities;

- Protection, including encryption, for the secure communication of sensitive data;

- Monitoring of emerging data protection laws and implementation of changes to our processes designed to comply therewith;

- Regular review of policies and standards related to cybersecurity;

- At least annual security awareness training and testing of our employees;

- Regular review of critical third-party security practices;

- Tabletop exercises to simulate a response to a cybersecurity incident and to use the findings to improve our processes and technologies;

- A cross-functional approach to addressing cybersecurity risk, with participation from Technology, Risk, Legal, Compliance, Privacy and Internal Audit functions; and

- Cybersecurity risk insurance to provide protection against potential losses arising from a cybersecurity incident.

Our IT risk program also includes an incident response plan that provides procedures for how we detect, respond to and recover from cybersecurity incidents, which include processes designed to triage, assess severity, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

As part of the above processes, we regularly engage with assessors, consultants, auditors and other third parties, including by annually having a third-party review our cybersecurity program to help identify areas for continued focus, improvement and compliance.

Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply chain or who have access to our client or employee data or our systems.

Cybersecurity considerations affect the selection and oversight of our third-party service providers.

Although we perform diligence on third parties that have access to our systems, networks, data or facilities that house such systems, networks or data, and we monitor cybersecurity threat risks identified through such diligence, there can be no assurance that we can prevent or mitigate the risk of any compromise or failure in the information systems, software, networks and other assets owned or controlled by third parties.

Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.

In the last three fiscal years we have not identified any material cybersecurity incidents and have not identified any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, and the expenses we have incurred from any cybersecurity incidents over the last three fiscal years were immaterial.

Furthermore, we have not been penalized or paid any amount under an information security breach settlement in the last three fiscal years.

There can be no guarantee that we will not experience such an incident or incur such expenses in the future.

For more information on our cybersecurity risks, see “Technology Risks” included as part of our risk factor disclosures in Item 1A of this Annual Report on Form 10-K.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors (“Board”) and management.

The Audit and Risk Committee (the “Audit Committee”) of our Board is responsible for the oversight of risks from cybersecurity threats.

On a quarterly basis, our CISO updates the Audit Committee on the Company’s IT risk program, including an overview of risks and trends, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and cybersecurity threat developments, as well as the steps management has taken to respond to these topics.

As of December 31, [removed: 2022,] [added: 2023,] our principal offices consisted of the following leased properties:

| Budapest, Hungary | | | | | | 70,833 | | | [added: (2)] | | | February 28, 2029 | | |

| Manila, Philippines | | | | | | [removed: 31,544] [added: 20,904] | | | | | | February 28, 2027 | | |

(1)As of December 31, [removed: 2022,] [added: 2023,] 41,759 square feet of this location have been subleased.

As of December 31, [removed: 2022,] [added: 2023,] we had more than 30 leased and occupied locations of which the principal offices are listed above.

| Hoboken, New Jersey | | | | | | 19,018 | | | | | | November 30, 2026 | | |

| Stellenbosch, South Africa | | | | | | 18,611 | | | | | | September 30, 2026 | | |

(2)As of December 31, 2023, 17,059 square feet of this location have been subleased.

Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 109] [added: 101] shareholders of record of our common stock.

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: 2022.][added: 2023.]

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | [removed: Average Price Paid Per Share] [added: Average Price Paid Per Share (2)] | | | | | | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (2)] [added: (3)] | | |

[removed: (1)Includes] [added: (1)Includes, when applicable,] (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: (2)See] [added: (3)See] Note 11, “Shareholders’ Equity (Deficit),” of the Notes to the Consolidated Financial Statements included herein for further information regarding our stock repurchase program.

There were no unregistered sales of equity securities in the year ended December 31, [removed: 2022.][added: 2023.]

The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock [removed: Index,] [added: Index and] the MSCI USA Financials Index [removed: and the NYSE Composite Index] since December 31, [removed: 2017] [added: 2018] assuming an investment of $100 at the closing price on December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| | | | | | | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| October 1, 2023-October 31, 2023 | | | | | | 52 | | | | | | $ | 523.17 | | | | | — | | | | | | $ | 845,668,000 | |

| November 1, 2023-November 30, 2023 | | | | | | 63 | | | | | | $ | 526.57 | | | | | — | | | | | | $ | 845,668,000 | |

| December 1, 2023-December 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 845,668,000 | |

| Total | | | | | | 115 | | | | | | $ | 525.03 | | | | | — | | | | | | $ | 845,668,000 | |

(2)Excludes 1% excise tax incurred on share repurchases.

| MSCI Inc. | | | | | | $100 | | | | | | $177 | | | | | | $309 | | | | | | $427 | | | | | | $327 | | | | | | $402 | | |

| S&P 500 | | | | | | $100 | | | | | | $131 | | | | | | $156 | | | | | | $200 | | | | | | $164 | | | | | | $207 | | |

| MSCI USA Financials Index | | | | | | $100 | | | | | | $133 | | | | | | $130 | | | | | | $177 | | | | | | $155 | | | | | | $178 | | |

| 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 | |

________________

| 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.

| [Report of Independent Registered Public Accounting [removed: Firm](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] [added: Firm](#id127f9b28c394767b05e4692e7fe2b93_88)] [(PCAOB [removed: ID](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] [added: ID](#id127f9b28c394767b05e4692e7fe2b93_88)] 238) | | | [removed: [56](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] [added: [58](#id127f9b28c394767b05e4692e7fe2b93_88)] | | |

| [Consolidated Statements of Financial Condition as of December [removed: 31,](#i1d72212c64234c3d8a1a14cc2cdb9c65_91) [202](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_91) [2023](#id127f9b28c394767b05e4692e7fe2b93_91)] [and December [removed: 31, 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)[21](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_91) [2022](#id127f9b28c394767b05e4692e7fe2b93_91)] | | | [removed: [58](#i1d72212c64234c3d8a1a14cc2cdb9c65_91)] [added: [61](#id127f9b28c394767b05e4692e7fe2b93_91)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[,] [added: 2023,] December 31, [removed: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[,] [added: 2022,] and December [removed: 31,](#i1d72212c64234c3d8a1a14cc2cdb9c65_94) [20](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)] [added: 31, 2021](#id127f9b28c394767b05e4692e7fe2b93_94)] | | | [removed: [59](#i1d72212c64234c3d8a1a14cc2cdb9c65_94)] [added: [62](#id127f9b28c394767b05e4692e7fe2b93_94)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[,] [added: 2023,] December 31, [removed: 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[,] [added: 2022,] and December 31, [removed: 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)] [added: 2021](#id127f9b28c394767b05e4692e7fe2b93_97)] | | | [removed: [60](#i1d72212c64234c3d8a1a14cc2cdb9c65_97)] [added: [63](#id127f9b28c394767b05e4692e7fe2b93_97)] | | |

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December [removed: 31, 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[,] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2023](#id127f9b28c394767b05e4692e7fe2b93_100)[,] December [removed: 31, 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[,] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2022](#id127f9b28c394767b05e4692e7fe2b93_100)[,] and December [removed: 31, 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2021](#id127f9b28c394767b05e4692e7fe2b93_100)] | | | [removed: [61](#i1d72212c64234c3d8a1a14cc2cdb9c65_100)] [added: [64](#id127f9b28c394767b05e4692e7fe2b93_100)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[2](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[,] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2023](#id127f9b28c394767b05e4692e7fe2b93_103)[,] December [removed: 31, 202](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[1](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[,] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2022](#id127f9b28c394767b05e4692e7fe2b93_103)[,] and December [removed: 31, 20](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)[20](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)] [added: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2021](#id127f9b28c394767b05e4692e7fe2b93_103)] | | | [removed: [62](#i1d72212c64234c3d8a1a14cc2cdb9c65_103)] [added: [65](#id127f9b28c394767b05e4692e7fe2b93_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1d72212c64234c3d8a1a14cc2cdb9c65_106)] [added: Statements](#id127f9b28c394767b05e4692e7fe2b93_106)] | | | [removed: [63](#i1d72212c64234c3d8a1a14cc2cdb9c65_106)] [added: [66](#id127f9b28c394767b05e4692e7fe2b93_106)] | | |

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

[added: 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of [removed: $2.1] [added: $2.4] billion for the year ended December 31, [removed: 2022,] [added: 2023,] related to recurring subscriptions, asset-based fees, [removed: or] [added: and] non-recurring revenues from the Index, Analytics, and ESG and Climate segments.

Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation [removed: services and] [added: services,] historical data [removed: sets.][added: sets and, occasionally, fees for unlicensed usage of content in historical periods.]

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 [removed: management’s assessment of] [added: the Company’s] revenue recognition.

These procedures also included, among others, [removed: 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 [removed: revenues] [added: 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 [removed: calculate] [added: recalculate] revenue recognized for asset-based fees.

| (In thousands, except per share and share data) | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

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

| Prepaid income taxes | | | | | | [removed: 36,654] [added: 59,002] | | | | | | [removed: 5,951] [added: 36,654] | | |

| Prepaid and other assets | | | | | | [removed: 54,520] [added: 57,903] | | | | | | [removed: 51,499] [added: 54,520] | | |

| Total current assets | | | | | | [removed: 1,747,974] [added: 1,418,153] | | | | | | [removed: 2,143,410] [added: 1,747,974] | | |

| Property, equipment and leasehold improvements, net | | | | | | [removed: 53,853] [added: 55,920] | | | | | | [removed: 66,715] [added: 53,853] | | |

| Right of use assets | | | | | | [removed: 126,584] [added: 115,243] | | | | | | [removed: 144,584] [added: 126,584] | | |

| Goodwill | | | | | | [removed: 2,229,670] [added: 2,887,692] | | | | | | [removed: 2,236,386] [added: 2,229,670] | | |

| Intangible assets, net | | | | | | [removed: 558,517] [added: 956,234] | | | | | | [removed: 593,341] [added: 558,517] | | |

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

| Deferred tax assets | | | | | | [removed: 29,207] [added: 41,074] | | | | | | [removed: 40,119] [added: 29,207] | | |

| Other non-current assets | | | | | | [removed: 37,341] [added: 43,903] | | | | | | [removed: 63,385] [added: 37,341] | | |

| Total assets | | | | | | $ | [removed: 4,997,535] [added: 5,518,219] | | | | | $ | [removed: 5,506,703] [added: 4,997,535] | |

| Accounts payable | | | | | | $ | [removed: 15,039] [added: 9,812] | | | | | $ | [removed: 13,448] [added: 15,039] | |

| Income taxes payable | | | | | | [removed: 8,058] [added: 24,709] | | | | | | [removed: 59,635] [added: 8,058] | | |

| Accrued compensation and related benefits | | | | | | [removed: 182,370] [added: 219,456] | | | | | | [removed: 207,640] [added: 182,370] | | |

| Current portion of long-term debt | | | | | | [removed: 8,713] [added: 10,902] | | | | | | [removed: —] [added: 8,713] | | |

| Other accrued liabilities | | | | | | [removed: 153,461] [added: 168,282] | | | | | | [removed: 145,302] [added: 153,461] | | |

| Deferred revenue | | | | | | [removed: 882,886] [added: 1,083,864] | | | | | | [removed: 824,912] [added: 882,886] | | |

| Total current liabilities | | | | | | [removed: 1,250,527] [added: 1,517,025] | | | | | | [removed: 1,250,937] [added: 1,250,527] | | |

| Long-term debt | | | | | | [removed: 4,503,233] [added: 4,496,826] | | | | | | [removed: 4,161,422] [added: 4,503,233] | | |

| Long-term operating lease liabilities | | | | | | [removed: 131,575] [added: 120,134] | | | | | | [removed: 150,029] [added: 131,575] | | |

| Deferred tax liabilities | | | | | | [removed: 29,098] [added: 27,028] | | | | | | [removed: 3,650] [added: 29,098] | | |

| [1. Introduction and Basis of Presentation](#id127f9b28c394767b05e4692e7fe2b93_109) | | | [66](#id127f9b28c394767b05e4692e7fe2b93_109) | | |

| [2. Recent Accounting Pronouncements](#id127f9b28c394767b05e4692e7fe2b93_112) | | | [71](#id127f9b28c394767b05e4692e7fe2b93_112) | | |

| [3. Revenue Recognition](#id127f9b28c394767b05e4692e7fe2b93_115) | | | [71](#id127f9b28c394767b05e4692e7fe2b93_115) | | |

| [4. Earnings per Common Share](#id127f9b28c394767b05e4692e7fe2b93_121) | | | [73](#id127f9b28c394767b05e4692e7fe2b93_121) | | |

| [5. Acquisitions](#id127f9b28c394767b05e4692e7fe2b93_124) | | | [73](#id127f9b28c394767b05e4692e7fe2b93_124) | | |

| [6.](#id127f9b28c394767b05e4692e7fe2b93_127) [Debt](#id127f9b28c394767b05e4692e7fe2b93_127) | | | [74](#id127f9b28c394767b05e4692e7fe2b93_127) | | |

| [7. Leases](#id127f9b28c394767b05e4692e7fe2b93_130) | | | [77](#id127f9b28c394767b05e4692e7fe2b93_130) | | |

| [8. Property, Equipment and Leasehold Improvements, Net](#id127f9b28c394767b05e4692e7fe2b93_133) | | | [78](#id127f9b28c394767b05e4692e7fe2b93_133) | | |

| [9. Goodwill and Intangible Assets, Net](#id127f9b28c394767b05e4692e7fe2b93_136) | | | [78](#id127f9b28c394767b05e4692e7fe2b93_136) | | |

| [10. Employee Benefits](#id127f9b28c394767b05e4692e7fe2b93_139) | | | [80](#id127f9b28c394767b05e4692e7fe2b93_139) | | |

| [11. Shareholders' Equity (Deficit)](#id127f9b28c394767b05e4692e7fe2b93_142) | | | [81](#id127f9b28c394767b05e4692e7fe2b93_142) | | |

| [12. Income Taxes](#id127f9b28c394767b05e4692e7fe2b93_145) | | | [85](#id127f9b28c394767b05e4692e7fe2b93_145) | | |

| [13. Segment Information](#id127f9b28c394767b05e4692e7fe2b93_148) | | | [88](#id127f9b28c394767b05e4692e7fe2b93_148) | | |

| [14. Subsequent Events](#id127f9b28c394767b05e4692e7fe2b93_151) | | | [91](#id127f9b28c394767b05e4692e7fe2b93_151) | | |

As described in Management's Annual Report on Internal Control Over Financial Reporting, management has excluded The Burgiss Group, LLC and Trove Research Ltd from its assessment of internal control over financial reporting as of December 31, 2023, because they were acquired by the Company in purchase business combinations during 2023.

We have also excluded The Burgiss Group, LLC and Trove Research Ltd from our audit of internal control over financial reporting.

The Burgiss Group, LLC and Trove Research Ltd are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 0.7% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

*Acquisition of The Burgiss Group, LLC - Valuation of Customer Relationships and Proprietary Data Intangible Assets*

As described in Note 5 to the consolidated financial statements, in October 2023 the Company completed the acquisition of the remaining 66.4% interest in The Burgiss Group, LLC for an aggregate cash purchase price of $696.8 million.

Of the acquired intangible assets, $229.9 million of proprietary data and $179.9 million of customer relationships were recorded.

The fair values of acquired intangible assets were determined using the relief from royalty method for proprietary data and the multi-period excess earnings method for customer relationships.

The significant assumptions used to estimate the fair value of the acquired customer relationships and proprietary data included forecasted cash flows 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 The Burgiss Group, LLC acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate 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 significant assumptions related to certain forecasted cash flows assumptions and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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.

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

Testing management’s process included (i) evaluating the appropriateness of the relief

from royalty and multi-period excess valuation methods used by management; (ii) testing the completeness and accuracy of data provided by management; and (iii) evaluating the reasonableness of the significant assumptions used by management related to certain forecasted cash flows assumptions and discount rates.

Evaluating the reasonableness of certain forecasted cash flows assumptions for customer relationships and proprietary data involved considering (i) the company specific factors and the past performance of the acquired business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the relief from royalty and multi-period excess valuation methods and the reasonableness of certain significant assumptions related to the forecasted cash flows and discount rate assumptions.

February 9, 2024

| Cash and cash equivalents (includes restricted cash of $3,878 and $368 at December 31, 2023 and December 31, 2022, respectively) | | | | | | $ | 461,693 | | | | | $ | 993,564 | |

| Accounts receivable (net of allowances of $3,968 and $2,652 at December 31, 2023 and December 31, 2022, respectively) | | | | | | 839,555 | | | | | | 663,236 | | |

| Gain on remeasurement of equity method investment | | | | | | (143,029) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 1,148,592 | | | | | | | | | | | | 1,148,592 | | | | | |

| Balance at December 31, 2023 | | | | | | $ | 1,338 | | | | | $ | (6,447,101) | | | | | $ | 1,587,670 | | | | | $ | 4,179,681 | | | | | $ | (61,352) | | | | | $ | (739,764) | | | | |

| Net income | | | | | | $ | 1,148,592 | | | | | $ | 870,573 | | | | | $ | 725,983 | |

| Gain on remeasurement of equity method investment | | | | | | (143,029) | | | | | | — | | | | | | — | | |

| Amortization of intangible assets | | | | | | 114,429 | | | | | | 91,079 | | | | | | 80,592 | | |

| Depreciation and amortization of property, equipment and leasehold improvements | | | | | | 21,009 | | | | | | 26,893 | | | | | | 28,901 | | |

| | | | | | |

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

The communication of

February 10, 2023

| Accounts receivable, net of allowances | | | | | | 663,236 | | | | | | 664,511 | | |

| Balance at December 31, 2019 | | | | | | $ | 1,324 | | | | | $ | (3,565,784) | | | | | $ | 1,351,031 | | | | | $ | 2,199,294 | | | | | $ | (62,579) | | | | | $ | (76,714) | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 601,822 | | | | | | | | | | | | 601,822 | | | | | |

| Cumulative-effect adjustment | | | | | | | | | | | | | | | | | | | | | | | | 631 | | | | | | | | | | | | 631 | | | | | |

| Cash and cash equivalent, beginning of period | | | | | | 1,421,449 | | | | | | 1,300,521 | | | | | | 1,506,567 | | |

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.

As of December 31, 2022, the Company had an approximately $214.4 million equity method investment in Burgiss, representing a 33.6% equity ownership.

within the sales and usage-based royalty exception under which the price and associated revenue are based upon actual known performance or best estimates of actual performance during the performance period.

| | | | | | | | | |

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

| Balance as of December 31, 2019 | | | | | | $ | 1,715 | |

There are no pending accounting standards updates that are currently expected to have a material impact on the Company's consolidated financial statements.

| Recurring subscriptions | | | | | | $ | 580,393 | | | | | $ | 506,301 | | | | | $ | 109,945 | | | | | $ | 51,536 | | | | | $ | 1,248,175 | |

| Non-recurring | | | | | | 36,331 | | | | | | 7,507 | | | | | | 1,419 | | | | | | 2,187 | | | | | | 47,444 | | |

| Total | | | | | | $ | 1,016,495 | | | | | $ | 513,808 | | | | | $ | 111,364 | | | | | $ | 53,723 | | | | | $ | 1,695,390 | |

| Opening (December 31, 2020) | | | | | | $ | 558,569 | | | | | $ | 675,870 | |

| Closing (December 31, 2021) | | | | | | 664,511 | | | | | | 824,912 | | |

| Increase/(decrease) | | | | | | $ | 105,942 | | | | | $ | 149,042 | |

| Periods thereafter | | | | | | 124,869 | | |

| Total | | | | | | $ | 1,297,954 | |

On September 13, 2021, MSCI acquired all of the issued and outstanding preferred and common shares of Real Capital Analytics, Inc (“RCA”) for an aggregate cash purchase price of $949.0 million.

This acquisition expands MSCI’s suite of real estate solutions, providing the real estate industry with data, analytics and support tools to manage investments and understand performance and risk, including climate risk, within their portfolios.

In the fourth quarter of 2021, the Company early adopted ASU 2021-08, which resulted in an increase to deferred revenue and goodwill and a decrease in deferred tax liabilities recorded as of the opening balance sheet date.

| Deferred tax liabilities | | | | | | | | | | | | (83,737) | | |

| Other non-current liabilities | | | | | | | | | | | | (223) | | |

| Trademarks | | | | | | 2 years | | | | | | 890 | | |

| Goodwill | | | | | | | | | | | | 670,333 | | |

| Purchase price, net of cash acquired | | | | | | | | | | | | $ | 948,959 | |

COMMITMENTS AND CONTINGENCIES

| Total debt(1) | | | | | | | | | | | | $ | 4,547,813 | | | | | $ | 4,511,947 | | | | | $ | 4,161,422 | | | | | $ | 3,850,132 | | | | | $ | 4,355,789 | |

| 2023 | | | | | | $ | 8,750 | |

| Total debt | | | | | | $ | 4,547,813 | |

______________________________

At any time prior to November 15, 2022, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2029 Senior Notes, including any permitted additional notes, at a redemption price equal to 104.000% of the principal amount plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to March 1, 2023, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes, including any permitted additional notes, at a redemption price equal to 103.625% of the principal amount plus accrued and unpaid interest, if any, to the redemption date.

Based on their evaluation, as of December 31, [removed: 2022,] [added: 2023,] the end of the period covered by this Annual Report on Form 10-K, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] which appears on page [removed: [56](#i1d72212c64234c3d8a1a14cc2cdb9c65_88)] [added: [58](#id127f9b28c394767b05e4692e7fe2b93_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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management excluded The Burgiss Group, LLC (“Burgiss”), acquired on October 2, 2023, and Trove Research Ltd (“Trove”), acquired on November 1, 2023 from its evaluation of internal control over financial reporting as of December 31, 2023.

Burgiss and Trove are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment of internal controls over financial reporting collectively represent approximately 0.7% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

During the three months ended December 31, 2023, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

On February 8, 2024, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of February 8, 2024, to permit one or more stockholders of record or beneficial owners holding not less than 15% of the voting power of shares of the Company’s capital stock continuously for at least one year the right to call a special meeting of stockholders (the “Special Meeting Right”).

In connection with the adoption of the Special Meeting Right, the Bylaws were also amended to provide for certain procedural requirements for stockholders to call a special meeting of stockholders and to provide for other technical, conforming and clarifying revisions.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is which is attached to this Annual Report on Form 10-K as Exhibit 3.2 and incorporated herein by reference.

None.

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

The following table presents certain information with respect to our equity compensation plans at December 31, [removed: 2022:][added: 2023:]

| Restricted Stock Units (“RSUs”) | | | | | | [removed: 151,659] [added: 161,637] | | | | | | N/A | | | | | | | | |

| Performance Stock Units (“PSUs”) (1) | | | | | | [removed: 930,912] [added: 813,690] | | | | | | N/A | | | | | | | | |

| Performance Stock Options (“PSOs”) (2) | | | | | | [removed: 235,528] [added: 461,016] | | | | | | [removed: 549.83] [added: $552.18] | | | | | | | | |

| Total MSCI Inc. 2016 Omnibus Plan | | | | | | [removed: 1,318,099] [added: 1,436,343] | | | | | | N/A | | | | | | [removed: 3,163,384] [added: 2,856,296] | | |

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs) | | | | | | [removed: 4,451] [added: 3,934] | | | | | | N/A | | | | | | [removed: 273,488] [added: 268,522] | | |

Assuming target number payout, the number of securities to be issued upon vesting of PSUs is [removed: 397,588.][added: 356,430.]

Assuming target number payout, the number of securities to be issued upon vesting of PSOs is [removed: 117,764.][added: 230,508.]

| Total | | | | | | 1,440,277 | | | | | | N/A | | | | | | 3,124,818 | | |

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

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

| 10.1* | | | | | | [Summary of Non-Employee [removed: Director Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/ex_101xdirectorcomp.htm)] [added: Director](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_101xdirectorcomp2.htm) [Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_101xdirectorcomp2.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 10.2* | | | | | | [Non-Employee Director Stock Ownership Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/ex_102xnon-employeedirecto.htm) | | | | | | [removed: Filed Herewith] [added: 10-K] | | | | | | [added: 001-33812] | | | | | | [added: 10.2] | | | | | | [added: 2/10/2023] | | |

| 10.5* | | | | | | [MSCI Inc. Change in Control Severance Plan, adopted May 28, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1408198/000156459017002336/msci-ex10109_2925.htm)] [added: 2015 and amended and restated November 2, 2023](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_105xmsci-executivecicse.htm)] | | | | | | [removed: 10-K] [added: Filed Herewith] | | | | | | [removed: 001-33812] | | | | | | [removed: 10.109] | | | | | | [removed: 2/24/2017] | | |

| [removed: 10.9*] [added: 10.8*] | | | | | | [MSCI Inc. 2016 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/1408198/000119312516564282/d162063dex991.htm) | | | | | | S-8 | | | | | | 333-210987 | | | | | | 99.1 | | | | | | 04/28/2016 | | |

| [removed: 10.10*] [added: 10.9*] | | | | | | [MSCI Inc. Annual Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022026419/msci-ex102_412.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_10x9xaipxrevised2023cle.htm)] | | | | | | [removed: 10-Q] [added: Filed Herewith] | | | | | | [removed: 001-33812] | | | | | | [removed: 10.2] | | | | | | [removed: 7/26/2022] | | |

| [removed: 10.11*] [added: 10.10*] | | | | | | [Form of 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/1408198/000156459019003885/msci-ex10187_713.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.187 | | | | | | 2/22/2019 | | |

| 10.12* | | | | | | [Form of [removed: 2020] [added: 2021] Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459020004992/msci-ex10216_692.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10232_1670.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.216] [added: 10.232] | | | | | | [removed: 2/18/2020] [added: 2/12/2021] | | |

| [removed: 10.13*] [added: 10.11*] | | | | | | [Form of 2020 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459020004992/msci-ex10217_690.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459020004992/msci-ex10218_693.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.217] [added: 10.218] | | | | | | 2/18/2020 | | |

| 10.14* | | | | | | [Form of [removed: 2020] [added: 2021] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459020004992/msci-ex10218_693.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10234_1669.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.218] [added: 10.234] | | | | | | [removed: 2/18/2020] [added: 2/12/2021] | | |

| [removed: 10.15*] [added: 10.13*] | | | | | | [Form of 2021 [added: Annual Performance] Award Agreement for [removed: Restricted] [added: Performance] Stock Units for [removed: Employees] [added: Managing Directors] Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10232_1670.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10233_1668.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.232] [added: 10.233] | | | | | | 2/12/2021 | | |

| 10.16* | | | | | | [Form of [removed: 2021] [added: 2022] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10233_1668.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex1025_307.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.233] [added: 10.25] | | | | | | [removed: 2/12/2021] [added: 2/11/2022] | | |

| [removed: 10.17*] [added: 10.19*] | | | | | | [Form of [removed: 2021] [added: 2023] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10234_1669.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1023_2023omnibuspsu.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.234] [added: 10.23] | | | | | | [removed: 2/12/2021] [added: 2/10/2023] | | |

| [removed: 10.18*] [added: 10.15*] | | | | | | [Form of 2022 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex1024_308.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.24 | | | | | | 2/11/2022 | | |

| [removed: 10.19*] [added: 10.23*] | | | | | | [Form of [removed: 2022 Annual] [added: 202](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1023x2024omnibusps.htm)[4](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1023x2024omnibusps.htm) [Annual] Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex1025_307.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1023x2024omnibusps.htm)] | | | | | | [removed: 10-K] [added: Filed Herewith] | | | | | | [removed: 001-33812] | | | | | | [removed: 10.25] | | | | | | [removed: 2/11/2022] | | |

| [removed: 10.20*] [added: 10.17*] | | | | | | [Form of 2022 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex1026_306.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.26 | | | | | | 2/11/2022 | | |

| 10.21* | | | | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/1408198/000156459022026419/msci-ex101_26.htm)[2](https://www.sec.gov/Archives/edgar/data/1408198/000156459022026419/msci-ex101_26.htm) [Award] [added: 2023 Award] Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000156459022026419/msci-ex101_26.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000039/exhibit101formof2023direct.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.1 | | | | | | [removed: 7/26/2022] [added: 7/25/2023] | | |

| 10.22* | | | | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit10222023omnibusrsua.htm)[3](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit10222023omnibusrsua.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1022x2024omnibusrs.htm)[4](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1022x2024omnibusrs.htm)] [Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit10222023omnibusrsua.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1022x2024omnibusrs.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.23*] [added: 10.24*] | | | | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1023_2023omnibuspsu.htm)[3](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1023_2023omnibuspsu.htm) [Annual] [added: 202](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1024x2024omnibusps.htm)[4](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1024x2024omnibusps.htm) [Non-Qualified] Performance [added: Stock Option] Award Agreement [removed: for Performance Stock Units for Managing Directors] Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1023_2023omnibuspsu.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1024x2024omnibusps.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.24*] [added: 10.20*] | | | | | | [Form of 2023 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1024_2023omnibuspso.htm) | | | | | | [removed: Filed Herewith] [added: 10-K] | | | | | | [added: 001-33812] | | | | | | [added: 10.24] | | | | | | [added: 2/10/2023] | | |

| 10.28 | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Credit Agreement, dated as of [removed: June 9, 2022,] [added: January 26, 2024,] among MSCI Inc., [removed: each of the subsidiary guarantors party thereto,] JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1408198/000095010322010573/dp175098_ex1001.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1408198/000095010324001197/dp205729_ex1001.htm)] | | | | | | 8-K | | | | | | 001-33812 | | | | | | 10.1 | | | | | | [removed: 6/14/2022] [added: 1/29/2024] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/msci-20221231x10kex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_21x12023.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/msci-20221231x10kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/msci-20221231x10kex2312.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/msci-20221231x10kex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/msci-20221231x10kex3112.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/msci-20221231x10kex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/msci-20221231x10kex3122.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Section 1350 Certification of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/msci-20221231x10kex321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/msci-20221231x10kex3212.htm)] | | | | | | Furnished Herewith | | | | | | | | | | | | | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated Bylaws](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_3x2xmscibylawsx2024upda.htm) | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 10.18* | | | | | | [Form of 2023 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit10222023omnibusrsua.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.22 | | | | | | 2/10/2023 | | |

| 97.1* | | | | | | [MSCI Inc. Financial Statement Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_97x1xmscifinancialstate.htm) | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

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

| 10.8* | | | | | | [MSCI Inc. Clawback Policy](http://www.sec.gov/Archives/edgar/data/1408198/000156459019003885/msci-ex10189_711.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.189 | | | | | | 2/22/2019 | | |

Date: February [removed: 10, 2023][added: 9, 2024]

| /S/ HENRY A. FERNANDEZ | | | | | | Chairman and Chief Executive Officer (principal executive officer) | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ ANDREW C. WIECHMANN | | | | | | Chief Financial Officer (principal financial [added: officer and principal accounting] officer) | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ ROBERT G. ASHE | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ WAYNE EDMUNDS | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ CATHERINE R. KINNEY | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ ROBIN MATLOCK | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ JACQUES P. PEROLD | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ C.D. BAER PETTIT | | | | | | Director, President and Chief Operating Officer | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ SANDY C. RATTRAY | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ LINDA H. RIEFLER | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ MARCUS L. SMITH | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ RAJAT TANEJA | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

| /S/ PAULA VOLENT | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |

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

| /S/ JENNIFER MAK | | | | | | Global Controller and Head of Finance Operations (principal accounting officer) | | | | | | February 10, 2023 | | |

| Jennifer Mak | | | | | | | | | | | | | | |