MSCI (MSCI) 10-K risk factor changes: FY2024 vs FY2023

If any of the following risks [removed: actually] occurs, our business, financial condition or results of operations could be materially and adversely affected.

This information should be read in conjunction with [removed: "Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and [removed: Result] [added: Results] of [removed: Operations"] [added: Operations”] and the consolidated financial statements and related [removed: notes.][added: notes, which discuss factors that could materially affect our future results.*]

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

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

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

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

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

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

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

[removed: A refusal or failure by a key vendor to distribute our products; any loss of key outside] [added: party] suppliers of data, applications or services; a [removed: reduction] [added: decline] 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][added: products and services, which could have a material adverse effect on our business, financial condition or results of operations.]

[removed: with our products and services, which] [added: Such incidents] could have a material adverse effect on our business, financial condition or results of operations.

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

If Vendor Products include [removed: errors,] [added: errors or] design defects, are delayed, become incompatible with future versions of our products, are unavailable on acceptable terms or are not available at all, we may not be able to deliver our products and services.

Cyber-attacks, vulnerabilities in our suppliers’ software, systems or networks, failure of our suppliers’ 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 [removed: processing,] [added: processing and delivery,] or may compromise the confidentiality and integrity of affected information.

Some of our agreements with third-party suppliers allow them to cancel on short [removed: notice] [added: notice,] and from time to time we receive notices from third-party suppliers threatening to terminate the provision of their products or services to us, and some data suppliers have terminated the provision of their data to us.

In addition, some of our competitors could enter into exclusive contracts with our data suppliers, including with certain stock [removed: exchanges.][added: exchanges, which could preclude us from receiving certain data or other materials or restrict us in our use of such data or other materials.]

Such exclusive contracts could hinder our ability to create our products and services or to provide our clients with the data or other products or services they [removed: prefer, which could lead to a decrease in our client base.][added: prefer.]

Our business could be materially adversely affected if we are unable to timely or effectively replace the data or functionality provided by Vendor Products that [added: may] become unavailable or fail to operate effectively for any reason.

Our operating costs could increase if additional license fees are [removed: imposed] [added: imposed,] or current license fees increase or the efforts to incorporate enhancements to Vendor Products are substantial and we are unable to negotiate acceptable licensing arrangements with these suppliers or find alternative sources of equivalent products or services.

We also rely on [removed: certain] third-party [removed: vendors] [added: vendors, including some competitors,] to distribute our data to clients.

Should any of our key vendors refuse to distribute our data for any reason or require that we pay them new or additional fees in connection with the distribution of our data, we would need to find alternative ways to distribute our [removed: data or lose revenue or profitability for certain products,] [added: data,] which [removed: may] [added: could increase costs, disrupt operations and] have a material adverse effect on our business, financial condition or results of operations.

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

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

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 [removed: ESG] [added: sustainability and climate] solutions or the shareholders of those companies, may pursue claims against us based on [removed: even a small error] [added: errors] in our or third-party data, calculations, methodologies or analysis or a malfunction or failure in our systems, products or services.

[added: 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 or third-party data, calculations, methodologies or analysis, including serious defects or malfunctions.

For instance, certain of our processes utilize manual data entry or collection, which [removed: subjects them to greater] [added: increases the] risk of human error.

[removed: We may not discover errors that affect our products or services or enhancements until after they] are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so.

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

Any such claims brought against us, even if the outcome were to be ultimately favorable to us, would require attention of our management, personnel, financial and other resources and could have a negative impact on our reputation or pose a [removed: significant] disruption to our normal business operations.

To the extent that any of MSCI’s operating [removed: segments or] [added: segments,] product lines or MSCI as a whole suffers a reputational or other loss in credibility, it could have a material adverse [removed: impact] [added: effect] on [removed: MSCI’s] [added: our] business, financial condition or results of operations.

[removed: Real or perceived factors] [added: Factors] that [removed: may] have [removed: already] affected [removed: credibility,] or [removed: which] could [removed: potentially have an impact in this regard,] [added: affect our credibility] include: [removed: the appearance of a conflict] [added: real or perceived conflicts] of interest; the 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, [removed: politicians] [added: politicians, political] and [added: other advocacy groups 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 [removed: related] assessments; disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, [added: climate metrics, and] ESG ratings and assessments, data, information and analysis; [added: and] the accuracy and completeness of our or third-party data, including data voluntarily disclosed by the investment community, corporate issuers and others that is utilized in our [removed: 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 [removed: ESG] [added: sustainability] and [removed: Climate] [added: climate] offerings, such as our country and company ESG [removed: ratings] [added: ratings, our controversies assessments] or our Net-Zero Tracker, may insert MSCI into a public spotlight or a public debate regarding the environment, climate change, social concerns, [added: political issues, geo-political matters,] governance practices or corporate responsibility.

In addition, [removed: there has been] increased regulatory and political focus on [removed: ESG-related] [added: ESG and climate-related] practices [removed: of asset managers.][added: has impacted our clients.]

Certain of our clients [removed: make] use [removed: of] our ESG [removed: data] and [added: climate data,] tools [removed: as well as our ESG] [added: and] indexes to benchmark ESG investment performance and to construct and manage ETFs and other indexed financial products.

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

[removed: Use] [added: Our products, and the use] of our products by these [removed: investors] [added: institutions,] could draw MSCI into debates about and criticisms of greenwashing.

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

[removed: Errors and other actions by] [added: Scrutiny of] MSCI competitors could also damage the reputation of the industries that we operate in and, therefore, harm the reputation of the Company or certain of our products.

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

Our clients that pay us a variable license fee (e.g., based on the assets under management or total expense ratio or trading volumes of an indexed investment product) may seek to negotiate a lower fee structure or may lower the total expense ratio of such products or may cease using our indexes, which could limit the growth of or decrease our revenues from asset-based or other variable [removed: fees.][added: fees and have a material adverse effect on our business, financial condition or results of operations.]

- Issues related to the use and development of AI resulting in reputational harm, competitive harm, regulatory scrutiny or legal liability;

A refusal or failure by a key vendor to distribute our products; any loss of key third-

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Additionally, we rely on clients to supply us with certain data for our products and services, and depend on the delivery, accuracy, quality and accessibility of such data.

We may not discover errors that affect our products or services or enhancements until after they

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MSCI is exposed to potential reputational and credibility concerns, which could have a material adverse effect on our business, financial condition or results of operations.

We may also face public or media scrutiny concerning politically or socially sensitive topics, which could lead to negative media coverage, reputational harm or increased government or regulatory scrutiny, even if such claims lack merit.

Views expressed by the media, politicians, other government officials or representatives, regulators, political and other advocacy groups or other third parties regarding our company, our industry or our role in the investment process—including allegations or suggestions that we have biases, lack independence or encourage investment in, or divestment from, certain companies, countries or regions or in support of certain causes or trends—and the impact of political and geo-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 ESG or sustainable investing and climate considerations, could negatively impact our reputation and credibility.

Such negative attention or scrutiny could also increase the risk of shareholder activism, including proposals seeking changes to our governance practices, corporate strategy or product offerings.

Scrutiny around ESG and climate topics has increased, with anti-ESG and anti-climate advocacy groups, political leaders and industry organizations criticizing ESG or climate-focused products and services.

Anti-ESG and anti-climate sentiment may impact demand for our products, limit our ability to retain clients or lead to heightened scrutiny of our methodologies or content.

Additionally, legislation, litigation, investigations or regulatory action or enforcement activities aimed at curbing ESG or climate investing practices or penalizing institutions perceived as prioritizing ESG or climate considerations could further increase reputational risks to us and reduce the marketability of our products.

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Certain of our own corporate responsibility policies and practices are based on third-party frameworks and stakeholder expectations, and our adherence to these frameworks may change due to business developments, policy changes or other factors, drawing scrutiny of our corporate responsibility policies and practices.

In addition, demand for our products may be impacted by cyclical market changes, regulatory uncertainty and political scrutiny, which could negatively affect client adoption and our financial performance.

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Complex relationships with clients, competitors, investors and distributors could have a material adverse effect on our business, financial condition or results of operations.

We have complex relationships with various parties, including clients, shareholders, distributors of our content and competitors, which may present potential conflicts of interest that could adversely affect our business.

Certain of our clients are also significant shareholders, competitors or distributors of our content, including some of our largest clients, such as BlackRock.

This dynamic may introduce competitive pressures that could cause these clients to terminate all or a portion of the relationship and result in a loss of business or reduced revenue or influence our strategic decisions, such as whether to prioritize the client relationship over the development or enhancement of products that directly compete with those clients’ offerings.

Some of our products also relate to these parties.

For example, our ESG ratings and other products assess companies, including clients, shareholders, distributors of our content and competitors.

Additionally, our indexes may include or exclude companies that are clients, shareholders, distributors of our content or competitors.

These determinations may create perceptions of bias, lack of independence or influence over our editorial decisions.

Allegations of such influence or bias could undermine the perceived integrity of our products, leading to reputational harm, increased regulatory scrutiny or lower demand for our products.

While we have implemented policies and procedures designed to identify, mitigate and manage potential conflicts of interest, we may not be effective in all circumstances.

The inability to adequately address these issues could lead to the loss of key clients, distributors or partners; diminished revenues; or harm to our reputation.

While we generally perform cybersecurity due diligence on key vendors and service providers, our ability to monitor their practices is limited, and vulnerabilities or incidents affecting their software, systems, or networks could introduce risks to our operations.

Additionally, newly acquired businesses may

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not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.

While we maintain insurance coverage intended to address certain aspects of cybersecurity and data protection risks, such coverage may not include, or may not be sufficient to cover, all or a majority of any costs or other losses resulting from cyber-attacks or other security incidents.

Any of these factors could have a material impact on our business, financial condition, or results of operations.

The use of mobile and cloud technologies, as well as remote work arrangements, may heighten these risks.

In addition, failure by our clients, third-party vendors or service providers to notify us of cybersecurity incidents in a timely manner could lead to unauthorized access to our systems and data, resulting in material adverse effects on our business, operations, and financial results.

As these threats continually evolve, we may be required to devote additional resources to modify or enhance our operational or security systems and networks and our cybersecurity program.

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unexpected or higher than estimated costs.

There are significant and evolving risks involved in utilizing AI, and there is no assurance that our usage of AI will help our products and operations become more effective, efficient or profitable, or otherwise achieve our intended outcomes.

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

Additionally, we depend on clients to supply certain data in order to provide our services to them.

Any failure to supply, errors or reduction in the amount, accuracy or quality of such data supplied from clients impairs our ability to provide them with our products and services.

If our competitors enter into such exclusive contracts, we may be precluded from receiving certain data or other materials from these suppliers or restricted in our use of such data or other materials, which would give our competitors a competitive advantage.

While some of our vendors generate revenue in connection with distributing our data, others do not derive a direct financial benefit.

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 products or services.

We continually introduce new methodologies and products, and new versions of, and updates to, our existing products or services.

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

MSCI is exposed to potential reputational and credibility concerns.

In addition, our position as a leading source of ESG research, ratings, data and assessments may at times become contentious, politicized or controversial and lead to disputes with companies or investors or other interested stakeholders and create negative media or regulatory attention.

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

To the extent we grow through acquisitions, newly acquired businesses may not have invested in technology and resilience to the same extent as we have.

As their systems are integrated into ours, a vulnerability could be introduced that could impact us.

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

In some cases, these risks are heightened when employees are working remotely.

Our and our vendors’ use of mobile and cloud technologies may also increase our risk for such threats.

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

This would allow our competitors to create similar products with less development effort and time and ultimately put us at a competitive disadvantage.

Our global operations and any future expansion are expected to continue to place significant demands on our personnel, management and other resources.

Uncertainty caused by political change globally heightens regulatory uncertainty.

It is possible that laws, rules or regulations could cause us to restrict or change the way we license and price our products and services across our offerings, including if data or information from one offering is used in another offering, or could impose additional costs on us.

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

In particular, compliance requirements could lead to a change in our business practices, product offerings or our ability to offer indexes in certain jurisdictions, including the EU, including without limitation, by increasing our costs of doing business, including direct costs paid to regulators, diminishing our intellectual property rights, impacting the fees we can charge for our indexes, imposing constraints on our ability to meet contractual commitments to our data providers, imposing constraints on how we offer our products or causing our data providers to refuse to provide data to us, any of which could have a material adverse effect on our index products.

The benchmark industry is also subject to increased scrutiny and potential new or increased regulation in various other jurisdictions.

For instance, the UK FCA launched a market study into how competition is working in the markets for benchmarks and indices.

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.

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.

IOSCO has also asked regulators to consider focusing more attention on the use of ESG ratings and data products.

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.

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

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

The specific questions in the SEC’s request for comment demonstrate that the SEC is considering whether, and to what extent, information providers, including index providers, should register as investment advisers and be subject to all aspects of the Advisers Act.

The SEC’s request for comment is far-reaching and could lead to regulation pursuant to the Advisers Act or other framework.

This proposed rule would impose on investment advisers due diligence, monitoring and record-keeping requirements of their service providers, and index providers, among others, are identified as service providers that could fall within the scope of the proposed requirements.

- *Brexit*.

*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: 2023.][added: 2024.]

The discussion summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] (the [removed: “2022] [added: “2023] Annual Report”), which was filed with the Securities and Exchange Commission on February [removed: 10, 2023.*][added: 9, 2024.*]

Our mission-critical offerings help investors [removed: address] [added: navigate] the [removed: challenges] [added: complexities] of a [removed: transforming investment landscape] [added: dynamic] and [removed: power better] [added: evolving] investment [removed: decisions.][added: landscape.]

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

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

[removed: The operating segments of] [added: For reporting purposes, the] Real Assets and Private Capital Solutions [removed: do not individually meet the segment reporting thresholds and have been] [added: operating segments are] combined and presented as [removed: part of the] All Other – Private [removed: Assets] [added: Assets, as they did not meet the required thresholds for separate] reportable [removed: segment.][added: segment disclosure.]

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

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

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

Our revenues are presented by type and by [removed: reportable] segment.

For each [removed: reportable] segment, we present revenues disaggregated by the nature of the revenues, which are recurring subscriptions, asset-based fees and non-recurring revenues.

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

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

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

At the end of any period, we generally have [added: recurring] subscription and investment product license agreements in place for a large portion of total revenues for the following 12 months.

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

[removed: Goodwill is recorded as a result of] [added: We recognize goodwill in] business [removed: combinations undertaken by the Company] [added: combination transactions] when the purchase price exceeds the fair value of the [added: acquired] net tangible [removed: assets] and separately identifiable intangible [removed: assets acquired.][added: assets.]

[removed: When performing the quantitative] [added: The] test for [removed: impairment,] [added: impairment was performed at the reporting unit level, and] we [removed: use] [added: used an equal weighting of] the income approach [added: and the market approach] to estimate the fair value of each reporting unit.

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

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

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

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

[removed: *Acquisitions] [added: Acquisitions] of [removed: Burgiss] [added: Burgiss, Trove, Fabric] and [removed: Trove*][added: Foxberry]

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

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 [removed: the] All Other – Private [removed: Assets reportable segment.][added: Assets.]

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

| (in thousands) | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | Increase/(Decrease) | | |

| Recurring subscriptions | | | | | | $ | [removed: 1,871,290] [added: 2,114,445] | | | | | $ | [removed: 1,659,523] [added: 1,871,290] | | | | | [removed: 12.8] [added: 13.0] | | % |

| Asset-based fees | | | | | | [removed: 557,502] [added: 657,501] | | | | | | [removed: 528,127] [added: 557,502] | | | | | | [removed: 5.6] [added: 17.9] | | % |

| Non-recurring | | | | | | [removed: 100,128] [added: 84,182] | | | | | | [removed: 60,948] [added: 100,128] | | | | | | [removed: 64.3] [added: (15.9] | | [removed: %] [added: %)] |

| Total operating revenues | | | | | | $ | [removed: 2,528,920] [added: 2,856,128] | | | | | $ | [removed: 2,248,598] [added: 2,528,920] | | | | | [removed: 12.5] [added: 12.9] | | % |

Total operating revenues increased [removed: 12.5%] [added: 12.9%] for the year ended December 31, [removed: 2023.][added: 2024.]

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased [removed: 11.4%.][added: 9.6%.]

Operating revenues from recurring subscriptions increased [removed: 12.8%] [added: 13.0%] for the year ended December 31, [removed: 2023,] [added: 2024,] primarily driven by [removed: strong] growth in Index products, which increased [removed: $84.9] [added: $67.8] million, or [removed: 11.6%, strong] [added: 8.3%,] growth in ESG and Climate products, which increased [removed: $59.2] [added: $36.5] million, or [removed: 26.5%,] [added: 12.9%,] growth in Analytics products, which increased [removed: $36.3] [added: $55.3] million, or [removed: 6.4%,] [added: 9.2%,] and [removed: strong] growth in All Other - Private Assets products, which increased [removed: $31.4] [added: $83.6] million, or [removed: 22.5%.][added: 48.9%.]

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased [removed: 11.4%.][added: 8.5%.]

Operating revenues from asset-based fees increased [removed: 5.6%] [added: 17.9%] for the year ended December 31, [removed: 2023,] [added: 2024,] mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI [removed: indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI] indexes.

Operating revenues from ETFs linked to MSCI equity indexes [added: and non-ETF indexed funds linked to MSCI indexes] increased by [removed: 7.3%,] [added: 20.0% and 19.4%, respectively,] primarily driven by an increase in average AUM.

Operating revenues from [added: ETFs linked to MSCI equity indexes and] non-ETF indexed funds linked to MSCI indexes increased by [removed: 5.0%,] [added: 20.0% and 19.4%, respectively,] primarily driven by [removed: an increase] [added: increases] in average [removed: basis point fees.][added: AUM.]

Operating revenues from non-recurring revenues [removed: increased 64.3%] [added: decreased 15.9%] for the year ended December 31, [removed: 2023,] [added: 2024,] primarily driven by [added: one-time] fees for unlicensed usage of our content in historical [removed: periods, as well as growth] [added: periods recognized] in [removed: non-recurring licensed data products.][added: 2023.]

INDEX TO MANAGEMENT’S DISCUSSION AND ANALYSIS

| | | | | | |

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

| | | | Page | | |

| [Overview](#i52dfffc84ac348c783d08b66937cc98a_49) | | | [35](#i52dfffc84ac348c783d08b66937cc98a_49) | | |

| [Current Trends Affecting MSCI](#i52dfffc84ac348c783d08b66937cc98a_771) | | | [35](#i52dfffc84ac348c783d08b66937cc98a_771) | | |

| [Key Financial and Operating Metrics and Drivers](#i52dfffc84ac348c783d08b66937cc98a_52) | | | [36](#i52dfffc84ac348c783d08b66937cc98a_52) | | |

| [Non-GAAP Financial Measures and Operating Metrics, definitions](#i52dfffc84ac348c783d08b66937cc98a_55) | | | [38](#i52dfffc84ac348c783d08b66937cc98a_55) | | |

| [Critical Accounting Estimates](#i52dfffc84ac348c783d08b66937cc98a_58) | | | [38](#i52dfffc84ac348c783d08b66937cc98a_58) | | |

| [Factors Affecting Comparability of Results](#i52dfffc84ac348c783d08b66937cc98a_61) | | | [40](#i52dfffc84ac348c783d08b66937cc98a_61) | | |

| [Results of Operations](#i52dfffc84ac348c783d08b66937cc98a_64) | | | [41](#i52dfffc84ac348c783d08b66937cc98a_64) | | |

| [Segment Results](#i52dfffc84ac348c783d08b66937cc98a_109) | | | [48](#i52dfffc84ac348c783d08b66937cc98a_109) | | |

| [Operating Metrics](#i52dfffc84ac348c783d08b66937cc98a_124) | | | [50](#i52dfffc84ac348c783d08b66937cc98a_124) | | |

| [Liquidity and Capital Resources](#i52dfffc84ac348c783d08b66937cc98a_127) | | | [54](#i52dfffc84ac348c783d08b66937cc98a_127) | | |

| [Cash Flows](#i52dfffc84ac348c783d08b66937cc98a_130) | | | [55](#i52dfffc84ac348c783d08b66937cc98a_130) | | |

| [Contractual Obligations](#i52dfffc84ac348c783d08b66937cc98a_133) | | | [56](#i52dfffc84ac348c783d08b66937cc98a_133) | | |

| [Recent Accounting Standards Updates](#i52dfffc84ac348c783d08b66937cc98a_136) | | | [56](#i52dfffc84ac348c783d08b66937cc98a_136) | | |

Current Trends Affecting MSCI

Trends in Sustainability and Climate Investment Strategies

We believe sustainability and climate risks are investment risks that significantly impact many investment decisions, regulatory frameworks and corporate strategies.

In Europe, disclosure requirements continue to drive demand for sustainability and climate tools to meet both regulatory and investor expectations.

In the United States, political debate has led to some scrutiny of the use of sustainability and climate considerations in investment and risk management decisions.

The Company’s growth in this space depends on rising global demand for sustainability and climate solutions, which may be influenced by potential regulatory uncertainty or political opposition in certain markets.

While some markets may face greater near-

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate focused tools.

Asset Management Industry Dynamics

In recent periods, the asset management industry—a key client segment for the Company—has undergone fee pressure and consolidation, driven by structural shifts, intensifying competition and evolving investor preferences.

While industry fee pressure and consolidation may result in cost-cutting and vendor consolidation, firms may require more sophisticated and a broader array of investment tools across use cases and asset classes, driving demand for the Company’s offerings.

The impact of this fee pressure and consolidation remains uncertain, as client cost pressures could lead to contract adjustments or terminations, while asset managers may expand their use of the Company’s products and services, including for additional investment strategies.

The extent to which these dynamics will impact the Company’s growth, client retention and revenue generation will depend on the pace of industry fee pressure and consolidation, evolving client priorities and the Company’s ability to adapt to shifting market demands.

See Item 1*.

Business—Industry Trends and Competitive Advantages* and *—Strategy*, and Item 1A.

*Risk Factors—Client Risks* of this Annual Report on Form 10-K for additional discussion of client trends and related risks.

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[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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taxes.

We test goodwill for impairment annually on July 1 or when interim triggers arise.

During the year ended December 31, 2024 we elected to bypass the qualitative assessment and proceed directly to the quantitative test.

During the year ended December 31, 2023, we renamed the The Burgiss Group, LLC (“Burgiss”) operating segment to Private Capital Solutions.

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

We test goodwill for impairment on an annual basis on July 1st and on an interim basis when certain events and circumstances exist.

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

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

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

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

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

Based on our qualitative assessment for 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.

for the acquisition could be allocated to the acquired assets and assumed liabilities of Burgiss differently from the allocation that we have made.

Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 7.5%, driven by volume decreases.

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

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

Selling and marketing expenses increased 4.4% for the year ended December 31, 2023, reflecting increases across all reportable segments.

R&D expenses increased 23.2% for the year ended December 31, 2023, reflecting increases across the ESG and Climate, All Other – Private Assets and Index reportable segments, partially offset by decreases in the Analytics reportable segment.

The change was also driven by increases in non-compensation costs, primarily relating to higher information technology costs.

G&A expenses increased 4.8% for the year ended December 31, 2023, reflecting increases across the ESG and Climate, Index and Analytics reportable segments, partially offset by decreases in the All Other - Private Assets reportable segment.

The change was primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation costs and wages and salaries partially offset by lower severance costs.

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.

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

Compensation and benefits costs increased 10.8% for the year ended December 31, 2023, primarily driven by an increase in wages and salaries and incentive compensation costs due to headcount growth, partially offset by lower severance costs and increased

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

| Basic | | | | | | 79,462 | | | | | | 80,746 | | | | | | (1.6 | | %) |

| Diluted | | | | | | 79,843 | | | | | | 81,215 | | | | | | (1.7 | | %) |

The increase reflects higher incentive compensation and wages and salaries, partially offset by lower severance and benefits costs.

The increase reflects higher incentive compensation and wages and salaries, partially offset by lower severance costs.

| Adjusted EBITDA | | | | | | $ | 91,678 | | | | | $ | 61,094 | | | | | 50.1 | | % |

The increase reflects higher wages and salaries, incentive compensation, benefits and information technology costs.

The increase was partially offset by increased capitalization of expenses related to internally developed software projects.

All Other – Private Assets operating revenues increased 23.1% for the year ended December 31, 2023, primarily driven by revenues attributable to the acquisition of Burgiss as well as growth from recurring subscriptions related to Index Intel, Climate Insights, Property Intel and Real Capital Analytics (“RCA”), partially offset by unfavorable foreign currency exchange rate fluctuations.

The increase reflects higher wages and salaries, incentive compensation and higher information technology costs, partially offset by increased capitalization of expenses related to internally developed software projects.

| Analytics | | | | | | 661,922 | | | | | | 616,069 | | | | | | 7.4 | | % |

Excluding the impact of the acquisition of Burgiss, the growth was primarily driven by Index Intel, RCA and Performance Insights products as well as favorable foreign currency exchange rate fluctuations.

This increase reflected growth across all regions.

| Index | | | | | | $ | 116,016 | | | | | $ | 109,699 | | | | | 5.8 | | % |

| Analytics | | | | | | 79,035 | | | | | | 75,584 | | | | | | 4.6 | | % |

| Index | | | | | | (32,298) | | | | | | (27,103) | | | | | | 19.2 | | % |

| Analytics | | | | | | (34,675) | | | | | | (37,171) | | | | | | (6.7 | | %) |

| ESG and Climate | | | | | | (10,923) | | | | | | (5,618) | | | | | | 94.4 | | % |

| All Other - Private Assets | | | | | | (15,337) | | | | | | (7,569) | | | | | | 102.6 | | % |

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022, 16.7%] [added: 2023, 16.6%] and [removed: 15.9%,] [added: 16.7%,] 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: 15.9%] [added: 16.6%] of non-U.S. dollar exposure for the year ended December 31, [removed: 2022, 41.4%] [added: 2024, 41.9%] was in Euros, [removed: 30.4%] [added: 32.9%] was in British pounds sterling and [removed: 18.8%] [added: 17.8%] was in Japanese yen.

Revenues from asset-based fees represented [removed: 22.0%] [added: 23.0%] and [removed: 23.5%] [added: 22.0%] of operating revenues for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Approximately [removed: 42.4%] [added: 40.9%] and [removed: 42.1%] [added: 42.4%] of our operating expenses for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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 losses of [removed: $4.5] [added: $4.8] million [removed: for the year ended December 31, 2023] and [removed: foreign currency exchange gains of $0.5] [added: $4.5] million for the year ended December 31, [removed: 2022.][added: 2024 and 2023, respectively.]

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Our mission-critical offerings help investors [removed: address] [added: navigate] the [removed: challenges] [added: complexities] of a [removed: transforming investment landscape] [added: dynamic] and [removed: power better] [added: evolving] investment [removed: decisions.][added: landscape.]

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

Our tools and solutions help investors define their investment universe; inform and analyze their asset allocation and portfolio construction decisions; measure and manage portfolio performance and risk; implement [removed: sustainable, climate-focused] [added: sustainability] and [removed: other] [added: climate-focused] investment strategies; conduct performance attribution; construct and manage [removed: exchange traded] [added: exchange-traded] funds (“ETFs”) and other indexed financial products; and facilitate reporting to stakeholders.

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

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

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

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

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

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

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

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

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

As of December 31, [removed: 2023] [added: 2024,] we served approximately [removed: 7,000] [added: 7,100] clients1 in more than [removed: 95] [added: 100] countries.

For the year ended December 31, [removed: 2023,] [added: 2024,] our largest client organization by revenue, BlackRock, accounted for [removed: 9.8%] [added: 10.2%] of our consolidated operating revenues, with [removed: 95.4%] [added: 96.1%] of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETF products that are based on our indexes.

We believe we are [removed: uniquely] [added: strongly] positioned to benefit from emerging trends and to help our clients adapt to a [removed: large and] rapidly [removed: expanding and] evolving investment industry.

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

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

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

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

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

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

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

- Growth of indexed investing through [removed: indexed investment] products such as ETFs, [removed: mutual/UCITS funds] [added: mutual funds, annuities] and [removed: annuities,] [added: Undertakings for Collective Investment in Transferable Securities (“UCITS funds”),] as well as indexed derivatives such as futures, options, structured products and over-the-counter [removed: swaps, and other vehicles that seek to track an index, as investors seek lower-cost investment strategies or seek to incorporate complex investment strategies across geographies, sectors, factors, trends and other considerations;][added: swaps;]

- Allocation of capital to private assets and desire for greater transparency into the [removed: performance] [added: drivers] of private [removed: assets;][added: asset performance;]

- [removed: Interest in] [added: Growing disclosure requirements that necessitate] high-quality data and [removed: greater disclosure, leading to increased demand for] streamlined reporting solutions;

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

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

- *Differentiated research-enhanced content* provides our clients with insights to better [removed: understand and adapt to] [added: navigate] a [removed: complex and] [added: complex,] fast-changing [removed: marketplace.][added: investment landscape.]

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

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

[removed: Our client coverage team develops and maintains strong and trusted relationships with senior executives and investment professionals, and we] [added: We] regularly consult with clients and other market participants to discuss their needs, investment trends and implications for our research, product development and client servicing goals.

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

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

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

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

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

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

- *Lead the enablement of [removed: ESG] [added: sustainability] and climate investment integration* by delivering [removed: the] data, [removed: information] [added: insights] and applications [removed: necessary to] [added: that help clients] identify, assess and [removed: incorporate] [added: manage financially] material [removed: ESG and climate] [added: sustainability] risks and opportunities.

MSCI’s research, tools and solutions [removed: will] aim to provide the transparency our clients need to [removed: better] integrate [removed: ESG] [added: sustainability] and climate risks and opportunities into their investment processes.

- *Enhance distribution and content-enabling technology.* We are [removed: deploying and] developing advanced technology to drive [removed: integration and efficiencies,] [added: efficiency,] accelerate [removed: the pace of] innovation and enhance [removed: distribution and the] client [removed: experience.][added: experiences.]

We are focused on leveraging advanced technologies, including using artificial intelligence (“AI”) to enhance our products and services.

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Our client coverage team develops and maintains strong and trusted relationships with senior executives and investment professionals.

We also utilize our sustainability and climate data and research in our index, analytics and private asset offerings.

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our products and solutions.

We are expanding solutions that enable clients to tailor their unique risk and return preferences, sustainability goals and investment strategies across asset classes, geographies and themes, to meet their diverse and evolving needs.

We are expanding into new geographies, tailoring products to meet local market needs and unlocking opportunities with both emerging and established client segments.

We target acquisitions and strategic relationships that can be efficiently integrated.

Recent acquisitions include Fabric, a wealth technology platform for portfolio design and analytics, and Foxberry, a provider of index technology, which strengthen our wealth management and index customization capabilities, respectively.

In 2024, we also entered into a strategic partnership with Moody’s Corporation to leverage our sustainability data and gain access to Moody’s private company database to extend our private company sustainability coverage.

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- *Private Capital Indexes*.

Private Capital Indexes encompass the full spectrum of private asset classes, including private equity, private credit, private real estate, private infrastructure and private natural resources and aim to meet investor needs in private markets, with high quality data and consistent performance measurement of private capital funds.

Our Private Capital Index products are reported under All Other – Private Assets.

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The tool features a generative AI-powered chatbot to deliver risk and performance insights and is designed to enhance speed, efficiency and collaboration.

- *MSCI Wealth Manager*.

MSCI Wealth Manager, formerly known as Fabric, offers a technology platform for wealth managers for portfolio design, customization and analytics, integrated with MSCI’s indexes, sustainability data and private asset insights.

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efficiently.

- *MSCI Sustainability and Climate Regulatory Solutions*.

MSCI Sustainability and Climate Regulatory Solutions help investors and other capital-markets participants stay informed of sustainability and climate regulatory requirements and simplify reporting, with tools to support mandatory and voluntary disclosures.

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- *Carbon Footprinting of Private Equity and Debt Funds*.

Carbon Footprinting of Private Equity and Debt Funds offers extensive data and analytics for estimating and monitoring greenhouse gas emissions within private equity and debt portfolios.

- *Improving the client experience* by enhancing the way clients access, interact with and use our data, applications and other tools.

We continue to develop and launch open-architecture offerings and improve integration with clients’ ecosystems via APIs.

- *Advancing data processing* through data science, machine learning and AI.

These technologies enable more efficient data collection, enhance content and support quality-control processes, allowing us to scale operations and enhance our products.

AI is also central to developing new solutions like AI Portfolio Insights and GeoSpatial Asset Intelligence, which provide innovative ways for clients to analyze portfolios and assess risks.

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We are committed to reporting on our corporate responsibility efforts.

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inclusion strategies.

MSCI is a global company with an extensive footprint around the world.

Fostering inclusivity is a core value of MSCI.

We strive to empower our people to maximize their potential in an inclusive environment.

Our performance culture and meritocracy are supported by the belief that all of our people will perform their best when they feel included and valued.

We offer tools and workshops to help employees grow their skills, receive feedback and coaching, deliver on their goals, and plan their careers.

We are increasingly focused on open and flexible technology, and our content and capabilities can be accessed by our clients through multiple channels and platforms.

We are focused on product innovation and data collection to address the evolving needs of an increasingly complex industry.

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.

This content is grounded in our deep knowledge of the global investment process and fueled by experienced research and product development and data management teams.

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

Our ESG ratings and climate data and research are also utilized in our index, analytics and private asset tools and solutions – from ESG and climate indexes to incorporation of ESG and climate data in risk analysis to climate and emissions assessments specific to real estate assets and private equity portfolios.

We are focused on being an influential thought leader on these considerations for the investment industry.

For example, we will leverage existing capabilities and applications to deliver solutions that will allow clients to reflect their unique risk and return, ESG and climate and thematic preferences, as well as tax optimization strategies in a scalable way.

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

In particular, we are leveraging our existing offerings to serve new and developing client use cases.

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

In order to drive value, we target acquisitions and strategic relationships that can be efficiently integrated into our existing operational structure and global sales network.

For example, 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.

combined and presented as All Other – Private Assets, as they did not meet the thresholds for separate presentation.

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

During the year ended December 31, 2023, we renamed the Burgiss operating segment to Private Capital Solutions.

Prior to the acquisition, the Private Capital Solutions operating segment represented the Company’s 33.6% equity method investment 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.

We currently calculate more than 290,0002 end-of-day indexes daily and more than 16,000 indexes in real time.

In 2023, we launched a number of new indexes and data products, including the following:

- *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.

2 The number of indexes includes different return versions (e.g., price, net and gross returns) but does not include different currency versions.

- *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.

- *MSCI Climate Action Corporate Bond Indexes*.

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.

GICS is widely accepted as an industry analysis framework for investment research, portfolio management and asset allocation.

- *Climate Lab Enterprise*.

Powered by MSCI’s climate data integrated with MSCI’s enterprise analytics infrastructure, Climate Lab Enterprise enables our clients to measure, manage and monitor net-zero commitments and climate exposure and risks.

Climate Lab Enterprise is able to aggregate climate data across multiple portfolios and asset classes, providing clients the ability to understand alignment with their climate goals from the enterprise level down through portfolios to individual positions and issuers.

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 changed and what factors may have caused the changes.

In recent years, sustainability related issues have become key business priorities across industries.

At MSCI, we believe our ESG and Climate solutions support ESG integration by strengthening transparency around ESG and climate metrics and helping to analyze and quantify ESG and climate risks.

Our ESG and Climate solutions are also used by some clients to help them identify investments that may generate a social or environmental impact or that may otherwise align with an investor’s ethical values.

Various lawsuits, [removed: claims] [added: arbitrations, claims, government inquiries, requests for information, subpoenas, regulatory investigations, examinations, inspections] and [removed: proceedings] [added: other legal or regulatory processes] have been or may be instituted or asserted against the Company in the ordinary course of business.

[removed: Therefore,] [added: Consequently,] it is possible that MSCI’s business, operating results, financial condition or cash flows in a particular period could be materially affected by [removed: certain contingencies.][added: these matters.]

However, based on facts currently available, [removed: management believes] [added: we believe] that the disposition of matters that are currently pending or asserted will not, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.

While the potential losses could be substantial, due to uncertainties surrounding the potential outcomes, management cannot currently reasonably estimate the possible loss or range of loss that may arise from these matters.

While the amounts claimed could be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[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: 2023)] [added: 2024)] was [removed: $35,984,916,924.][added: $36,725,364,815.]

As of [removed: February 2, 2024,] [added: January 31, 2025,] there were [removed: 79,091,212] [added: 77,651,999] 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: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year ended December 31, [removed: 2023,] [added: 2024,] are incorporated herein by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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MSCI, Barra, RiskMetrics, Real Capital 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 [removed: and] [added: and/or] other jurisdictions.*

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

[removed: *The] [added: The] forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| | | | [PART I](#i52dfffc84ac348c783d08b66937cc98a_13) | | | | | |

| [Item 1C.](#i52dfffc84ac348c783d08b66937cc98a_25) | | | [Cybersecurity](#i52dfffc84ac348c783d08b66937cc98a_25) | | | [30](#i52dfffc84ac348c783d08b66937cc98a_25) | | |

| | | | [PART II](#i52dfffc84ac348c783d08b66937cc98a_37) | | | | | |

| | | | [PART III](#i52dfffc84ac348c783d08b66937cc98a_223) | | | | | |

| | | | [PART IV](#i52dfffc84ac348c783d08b66937cc98a_241) | | | | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| | | | [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) | | | | | |

[removed: These risks include,] [added: We recognize the importance of identifying, assessing and managing material cybersecurity risks, including,] among other things, [removed: operational risks;] [added: our operations;] intellectual property theft; fraud; extortion; violation of data privacy or cybersecurity [removed: laws and other litigation;] [added: laws;] legal and regulatory risk; and reputational risks.

[removed: To identify and assess material] [added: Cybersecurity] risks [removed: from cybersecurity threats,] [added: are integrated into] our enterprise risk management (“ERM”) [removed: program considers] [added: program, which evaluates] 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.

We also have [removed: cybersecurity specific] [added: cybersecurity-specific] policies, standards and procedures, and our cybersecurity program [removed: has been developed based on] [added: aligns with] 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 [removed: 27001] [added: 27001:2022] certification.

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

Our IT risk program also includes an incident response plan that provides [removed: 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 [added: damage to our] brand and [removed: reputational damage.][added: reputation.]

Although we perform diligence on third parties [removed: that have access to our systems, networks, data or facilities that house such systems, networks or data,] and [removed: we] monitor cybersecurity threat risks identified through such diligence, [removed: there can be no assurance] [added: we cannot guarantee] 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.

On a quarterly basis, our CISO updates the Audit Committee on the Company’s IT [removed: risk] [added: security] 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.

Material cybersecurity risks are also considered during Board and Committee discussions of [removed: important] matters such as enterprise risk management, operational and strategic planning, business continuity planning, mergers and acquisitions, reputation management and other relevant matters.

The Board [removed: also] [added: periodically] conducts [removed: an annual] education [removed: session] [added: sessions] on cybersecurity trends and risks.

[removed: Our CISO oversees a team of approximately] 50 professionals charged with the [removed: on-going] [added: ongoing] management of our cybersecurity risk and strategy.

These employees [removed: are informed about, and] monitor the prevention, mitigation, detection, and remediation [removed: of, cybersecurity incidents through their management of, and participation in, the] [added: of] cybersecurity [removed: risk management and strategy processes described above,] [added: incidents,] including [added: through] the operation of our ITROC, incident response plan and other processes.

Our CISO also provides updates to our Disclosure Committee on material cybersecurity incidents.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Our CISO oversees a team of approximately

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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

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.

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.

Members of the Board are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related events and to discuss any updates to our cybersecurity risk management and strategy programs.

As detailed above, these members of management and management-level committees report to the Audit Committee about cybersecurity threat risks, among other cybersecurity-related matters, at least quarterly.

As of December 31, [removed: 2023,] [added: 2024,] our principal offices consisted of the following leased properties:

(1)As of December 31, [removed: 2023,] [added: 2024,] 41,759 square feet of this location have been subleased.

(2)As of December 31, [removed: 2023,] [added: 2024,] 17,059 square feet of this location have been subleased.

As of December 31, [removed: 2023,] [added: 2024,] we had more than 30 leased and occupied locations of which the principal offices are listed above.

| Coimbatore, India | | | | | | 12,300 | | | | | | August 27, 2026 | | |

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

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of [removed: February 2, 2024,] [added: January 31, 2025,] there were [removed: 101] [added: 301] 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: 2023.][added: 2024.]

| Period | | | | | | Total Number of Shares [removed: Purchased (1)] [added: Purchased(1)] | | | | | | Average Price Paid Per [removed: Share (2)] [added: 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 [removed: Programs (3)] [added: Programs(3)] | | |

There were no unregistered sales of equity securities in the year ended December 31, [removed: 2023.][added: 2024.]

The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock Index and the MSCI USA Financials Index since December 31, [removed: 2018] [added: 2019] assuming an investment of $100 at the closing price on December 31, [removed: 2018.][added: 2019.]

[removed: ][added: ]

| | | | | | | 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] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| MSCI USA Financials Index | | | | | | $100 | | | | | | [removed: $133] [added: $98] | | | | | | [removed: $130] [added: $133] | | | | | | [removed: $177] [added: $117] | | | | | | [removed: $155] [added: $134] | | | | | | [removed: $178] [added: $176] | | |

| October 1, 2024-October 31, 2024 | | | | | | 52 | | | | | | $ | 605.59 | | | | | — | | | | | | $ | 1,905,412,000 | |

| November 1, 2024-November 30, 2024 | | | | | | 512,000 | | | | | | $ | 585.97 | | | | | 511,980 | | | | | | $ | 1,605,412,000 | |

| December 1, 2024-December 31, 2024 | | | | | | 115,286 | | | | | | $ | 607.48 | | | | | 115,081 | | | | | | $ | 1,535,507,000 | |

| Total | | | | | | 627,338 | | | | | | $ | 589.93 | | | | | 627,061 | | | | | | $ | 1,535,507,000 | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| MSCI Inc. | | | | | | $100 | | | | | | $174 | | | | | | $241 | | | | | | $185 | | | | | | $227 | | | | | | $244 | | |

| S&P 500 | | | | | | $100 | | | | | | $118 | | | | | | $152 | | | | | | $125 | | | | | | $158 | | | | | | $197 | | |

| 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 | |

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

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

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#id127f9b28c394767b05e4692e7fe2b93_88)] [added: Firm](#i52dfffc84ac348c783d08b66937cc98a_145)] [(PCAOB [removed: ID](#id127f9b28c394767b05e4692e7fe2b93_88)] [added: ID](#i52dfffc84ac348c783d08b66937cc98a_145)] 238) | | | [removed: [58](#id127f9b28c394767b05e4692e7fe2b93_88)] [added: [59](#i52dfffc84ac348c783d08b66937cc98a_145)] | | |

| [Consolidated Statements of Financial Condition as of December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_91) [2023](#id127f9b28c394767b05e4692e7fe2b93_91) [and] [added: 31, 2024 and] December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_91) [2022](#id127f9b28c394767b05e4692e7fe2b93_91)] [added: 31, 2023](#i52dfffc84ac348c783d08b66937cc98a_148)] | | | [removed: [61](#id127f9b28c394767b05e4692e7fe2b93_91)] [added: [62](#i52dfffc84ac348c783d08b66937cc98a_148)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022,] [added: 2023,] and December 31, [removed: 2021](#id127f9b28c394767b05e4692e7fe2b93_94)] [added: 2022](#i52dfffc84ac348c783d08b66937cc98a_151)] | | | [removed: [62](#id127f9b28c394767b05e4692e7fe2b93_94)] [added: [63](#i52dfffc84ac348c783d08b66937cc98a_151)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022,] [added: 2023,] and December 31, [removed: 2021](#id127f9b28c394767b05e4692e7fe2b93_97)] [added: 2022](#i52dfffc84ac348c783d08b66937cc98a_154)] | | | [removed: [63](#id127f9b28c394767b05e4692e7fe2b93_97)] [added: [64](#i52dfffc84ac348c783d08b66937cc98a_154)] | | |

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2023](#id127f9b28c394767b05e4692e7fe2b93_100)[,] [added: 31, 2024,] December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2022](#id127f9b28c394767b05e4692e7fe2b93_100)[,] [added: 31, 2023,] and December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_100) [2021](#id127f9b28c394767b05e4692e7fe2b93_100)] [added: 31, 2022](#i52dfffc84ac348c783d08b66937cc98a_157)] | | | [removed: [64](#id127f9b28c394767b05e4692e7fe2b93_100)] [added: [65](#i52dfffc84ac348c783d08b66937cc98a_157)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2023](#id127f9b28c394767b05e4692e7fe2b93_103)[,] [added: 31, 2024,] December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2022](#id127f9b28c394767b05e4692e7fe2b93_103)[,] [added: 31, 2023,] and December [removed: 31,](#id127f9b28c394767b05e4692e7fe2b93_103) [2021](#id127f9b28c394767b05e4692e7fe2b93_103)] [added: 31, 2022](#i52dfffc84ac348c783d08b66937cc98a_160)] | | | [removed: [65](#id127f9b28c394767b05e4692e7fe2b93_103)] [added: [66](#i52dfffc84ac348c783d08b66937cc98a_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id127f9b28c394767b05e4692e7fe2b93_106)] [added: Statements](#i52dfffc84ac348c783d08b66937cc98a_163)] | | | [removed: [66](#id127f9b28c394767b05e4692e7fe2b93_106)] [added: [67](#i52dfffc84ac348c783d08b66937cc98a_163)] | | |

| [1. Introduction and Basis of [removed: Presentation](#id127f9b28c394767b05e4692e7fe2b93_109)] [added: Presentation](#i52dfffc84ac348c783d08b66937cc98a_166)] | | | [removed: [66](#id127f9b28c394767b05e4692e7fe2b93_109)] [added: [67](#i52dfffc84ac348c783d08b66937cc98a_166)] | | |

| [2. Recent Accounting [removed: Pronouncements](#id127f9b28c394767b05e4692e7fe2b93_112)] [added: Pronouncements](#i52dfffc84ac348c783d08b66937cc98a_169)] | | | [removed: [71](#id127f9b28c394767b05e4692e7fe2b93_112)] [added: [72](#i52dfffc84ac348c783d08b66937cc98a_169)] | | |

| [4. Earnings per Common [removed: Share](#id127f9b28c394767b05e4692e7fe2b93_121)] [added: Share](#i52dfffc84ac348c783d08b66937cc98a_178)] | | | [removed: [73](#id127f9b28c394767b05e4692e7fe2b93_121)] [added: [74](#i52dfffc84ac348c783d08b66937cc98a_178)] | | |

| [8. Property, Equipment and Leasehold Improvements, [removed: Net](#id127f9b28c394767b05e4692e7fe2b93_133)] [added: Net](#i52dfffc84ac348c783d08b66937cc98a_190)] | | | [removed: [78](#id127f9b28c394767b05e4692e7fe2b93_133)] [added: [80](#i52dfffc84ac348c783d08b66937cc98a_190)] | | |

| [9. Goodwill and Intangible Assets, [removed: Net](#id127f9b28c394767b05e4692e7fe2b93_136)] [added: Net](#i52dfffc84ac348c783d08b66937cc98a_193)] | | | [removed: [78](#id127f9b28c394767b05e4692e7fe2b93_136)] [added: [80](#i52dfffc84ac348c783d08b66937cc98a_193)] | | |

| [10. Employee [removed: Benefits](#id127f9b28c394767b05e4692e7fe2b93_139)] [added: Benefits](#i52dfffc84ac348c783d08b66937cc98a_196)] | | | [removed: [80](#id127f9b28c394767b05e4692e7fe2b93_139)] [added: [81](#i52dfffc84ac348c783d08b66937cc98a_196)] | | |

| [11. Shareholders' Equity [removed: (Deficit)](#id127f9b28c394767b05e4692e7fe2b93_142)] [added: (Deficit)](#i52dfffc84ac348c783d08b66937cc98a_199)] | | | [removed: [81](#id127f9b28c394767b05e4692e7fe2b93_142)] [added: [82](#i52dfffc84ac348c783d08b66937cc98a_199)] | | |

| [12. Income [removed: Taxes](#id127f9b28c394767b05e4692e7fe2b93_145)] [added: Taxes](#i52dfffc84ac348c783d08b66937cc98a_202)] | | | [removed: [85](#id127f9b28c394767b05e4692e7fe2b93_145)] [added: [87](#i52dfffc84ac348c783d08b66937cc98a_202)] | | |

| [13. Segment [removed: Information](#id127f9b28c394767b05e4692e7fe2b93_148)] [added: Information](#i52dfffc84ac348c783d08b66937cc98a_205)] | | | [removed: [88](#id127f9b28c394767b05e4692e7fe2b93_148)] [added: [89](#i52dfffc84ac348c783d08b66937cc98a_205)] | | |

| [14. Subsequent [removed: Events](#id127f9b28c394767b05e4692e7fe2b93_151)] [added: Events](#i52dfffc84ac348c783d08b66937cc98a_208)] | | | [removed: [91](#id127f9b28c394767b05e4692e7fe2b93_151)] [added: [92](#i52dfffc84ac348c783d08b66937cc98a_208)] | | |

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders'] [added: shareholders’] equity (deficit) and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of [removed: $2.4] [added: $2.6] billion for the year ended December 31, [removed: 2023,] [added: 2024,] related to recurring subscriptions, asset-based fees, and non-recurring revenues from the Index, Analytics, and ESG and Climate segments.

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 [removed: the significant audit] [added: a high degree of auditor] effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

The principal considerations for our determination that performing procedures relating to the [removed: valuation] [added: goodwill impairment assessments] of [removed: customer relationships and proprietary data intangible assets acquired in] the [removed: The Burgiss Group, LLC acquisition] [added: Real Assets and Private Capital Solutions reporting units] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: customer relationships] [added: Real Assets] and [removed: proprietary data intangible assets acquired;] [added: Private Capital Solutions reporting units;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [removed: certain forecasted cash flows assumptions and] [added: revenue growth rates, projected EBITDA margins,] discount [removed: rates;] [added: rates, guideline companies,] and [added: valuation multiples; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to [removed: the acquisition accounting,] [added: management’s goodwill impairment assessments,] including controls over [removed: management’s] [added: the] valuation of the [removed: customer relationships] [added: Real Assets] and [removed: proprietary data intangible assets.][added: Private Capital Solutions reporting units.]

These procedures also included, among others (i) [removed: reading the purchase agreement and (ii)] testing management’s process for developing the fair value estimate of the [removed: customer relationships] [added: Real Assets] and [removed: proprietary data acquired.][added: Private Capital Solutions reporting units; (ii) evaluating the appropriateness of the income approach and market approach used by management; (iii)]

Evaluating [removed: the reasonableness of certain forecasted cash flows] [added: management’s] assumptions [removed: for customer relationships] [added: related to certain revenue growth rates] and [removed: proprietary data] [added: projected EBITDA margins] involved [added: evaluating whether the assumptions used by management were reasonable] considering (i) the [removed: company specific factors] [added: current] and [removed: the] past performance of the [removed: acquired business;] [added: Real Assets and Private Capital Solutions reporting units;] (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 [added: (i)] the appropriateness of the [removed: relief from royalty and multi-period excess valuation methods] [added: income approach] and [added: market approach, (ii)] the reasonableness of [added: the discount rate assumptions and] certain [removed: significant] [added: revenue growth rate] assumptions [removed: related to] [added: used in] the [removed: forecasted cash flows] [added: income approach,] and [removed: discount rate assumptions.][added: (iii) the reasonableness of guideline companies and valuation multiples used in the market approach.]

| (In thousands, except per share and share data) | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents (includes restricted cash of [removed: $3,878] [added: $3,497] and [removed: $368] [added: $3,878] at December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively) | | | | | | $ | [removed: 461,693] [added: 409,351] | | | | | $ | [removed: 993,564] [added: 461,693] | |

| Accounts receivable (net of allowances of [removed: $3,968] [added: $5,284] and [removed: $2,652] [added: $3,968] at December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively) | | | | | | [removed: 839,555] [added: 820,709] | | | | | | [removed: 663,236] [added: 839,555] | | |

| Prepaid income taxes | | | | | | [removed: 59,002] [added: 48,162] | | | | | | [removed: 36,654] [added: 59,002] | | |

| Prepaid and other assets | | | | | | [removed: 57,903] [added: 65,799] | | | | | | [removed: 54,520] [added: 57,903] | | |

| Total current assets | | | | | | [removed: 1,418,153] [added: 1,344,021] | | | | | | [removed: 1,747,974] [added: 1,418,153] | | |

| Property, equipment and leasehold improvements, net | | | | | | [removed: 55,920] [added: 70,885] | | | | | | [removed: 53,853] [added: 55,920] | | |

| Right of use assets | | | | | | [removed: 115,243] [added: 119,435] | | | | | | [removed: 126,584] [added: 115,243] | | |

| Goodwill | | | | | | [removed: 2,887,692] [added: 2,915,167] | | | | | | [removed: 2,229,670] [added: 2,887,692] | | |

| Intangible assets, net | | | | | | [removed: 956,234] [added: 907,613] | | | | | | [removed: 558,517] [added: 956,234] | | |

| [removed: Equity] [added: Acquisition of equity] method investment | | | | | | — | | | | | | [removed: 214,389] [added: —] | | | [added: | | | (5) | | |]

| [3. Revenue Recognition](#i52dfffc84ac348c783d08b66937cc98a_172) | | | [72](#i52dfffc84ac348c783d08b66937cc98a_172) | | |

| [5. Acquisitions](#i52dfffc84ac348c783d08b66937cc98a_181) | | | [74](#i52dfffc84ac348c783d08b66937cc98a_181) | | |

| [6. Debt](#i52dfffc84ac348c783d08b66937cc98a_184) | | | [77](#i52dfffc84ac348c783d08b66937cc98a_184) | | |

| [7. Leases](#i52dfffc84ac348c783d08b66937cc98a_187) | | | [79](#i52dfffc84ac348c783d08b66937cc98a_187) | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

*Goodwill Impairment Assessments – Real Assets and Private Capital Solutions Reporting Units*

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $2.9 billion as of December 31, 2024.

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

As disclosed by management, as of December 31, 2024, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units was $689.8 and $617.8 million, respectively.

Management uses an equal weighting of the income approach and the market approach to estimate the fair value of each reporting unit.

The income approach requires significant judgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate.

The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued.

Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

testing the completeness and accuracy of underlying data used in the income approach and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples.

February 7, 2025

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 1,109,128 | | | | | | | | | | | | 1,109,128 | | | | | |

| Balance at December 31, 2024 | | | | | | $ | 1,341 | | | | | $ | (7,334,291) | | | | | $ | 1,683,693 | | | | | $ | 4,780,300 | | | | | $ | (71,040) | | | | | $ | (939,997) | | | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| Net income | | | | | | $ | 1,109,128 | | | | | $ | 1,148,592 | | | | | $ | 870,573 | |

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

| Amortization of intangible assets | | | | | | 164,037 | | | | | | 114,429 | | | | | | 91,079 | | |

| Depreciation and amortization of property, equipment and leasehold improvements | | | | | | 16,978 | | | | | | 21,009 | | | | | | 26,893 | | |

| Payment of contingent consideration and deferred purchase price from acquisitions | | | | | | (2,006) | | | | | | — | | | | | | (211) | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Revenues By Segment and All – Other Private Assets

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| Balance as of December 31, 2024 | | | | | | $ | 5,284 | |

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

Goodwill impairment is determined by comparing the fair value of a reporting unit with its carrying value.

If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not deemed to be impaired.

| | | | | | |

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

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

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

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

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

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.

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.

February 9, 2024

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

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

| Balance at December 31, 2020 | | | | | | $ | 1,328 | | | | | $ | (4,342,535) | | | | | $ | 1,402,537 | | | | | $ | 2,554,295 | | | | | $ | (58,859) | | | | | $ | (443,234) | | | | |

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

| Acquisition of equity method investment | | | | | | — | | | | | | (5) | | | | | | (26,361) | | |

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

| Payment of contingent consideration | | | | | | — | | | | | | (211) | | | | | | — | | |

Revenues By Segment

| Balance as of December 31, 2020 | | | | | | $ | 1,583 | |

recoverable.

MSCI’s operating revenues are reported by product type, which generally reflects the timing of recognition.

| Recurring subscriptions | | | | | | $ | 650,629 | | | | | $ | 533,178 | | | | | $ | 162,609 | | | | | $ | 79,624 | | | | | $ | 1,426,040 | |

| Non-recurring | | | | | | 47,144 | | | | | | 11,121 | | | | | | 3,583 | | | | | | 1,665 | | | | | | 63,513 | | |

| Total | | | | | | $ | 1,251,764 | | | | | $ | 544,299 | | | | | $ | 166,192 | | | | | $ | 81,289 | | | | | $ | 2,043,544 | |

| Opening (December 31, 2021) | | | | | | $ | 664,511 | | | | | $ | 824,912 | |

| Closing (December 31, 2022) | | | | | | 663,236 | | | | | | 882,886 | | |

| Increase/(decrease) | | | | | | $ | (1,275) | | | | | $ | 57,974 | |

The remaining performance

| Periods thereafter | | | | | | 182,052 | | |

| Total | | | | | | $ | 1,808,084 | |

With the step acquisition, we renamed the Burgiss operating segment to Private Capital Solutions.

| Goodwill | | | | | | | | | | | | 618,415 | | |

| Total debt(2) | | | | | | | | | | | | $ | 4,539,063 | | | | | $ | 4,507,728 | | | | | $ | 4,511,947 | | | | | $ | 4,124,310 | | | | | $ | 3,850,132 | |

Based on their evaluation, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] which appears on page [removed: [58](#id127f9b28c394767b05e4692e7fe2b93_88)] [added: [59](#i52dfffc84ac348c783d08b66937cc98a_145)] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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, [removed: 2023,] [added: 2024,] none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, [removed: adopted] [added: adopted, modified] 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 [removed: Act.][added: Act, except as set forth below.]

On December 4, 2024, C.D. Baer Pettit, the President and Chief Operating Officer of the Company and a member of its Board of Directors, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”).

The Trading Plan provides for the potential sale of up to 20,000 shares of the Company’s common stock and will remain in effect until June 30, 2025, subject to early termination in accordance with its terms.

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.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Except for the information relating to our [added: insider trading policies and procedures set forth in the preceding paragraph and 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

A copy of our insider trading policy is filed as Exhibit 19.1 to 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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

The following table presents certain information with respect to our equity compensation plans at December 31, [removed: 2023:][added: 2024:]

| Restricted Stock Units (“RSUs”) | | | | | | [removed: 161,637] [added: 215,283] | | | | | | N/A | | | | | | | | |

| Performance Stock Units [removed: (“PSUs”) (1)] [added: (“PSUs”)(1)] | | | | | | [removed: 813,690] [added: 595,648] | | | | | | N/A | | | | | | | | |

| Performance Stock Options [removed: (“PSOs”) (2)] [added: (“PSOs”)(2)] | | | | | | [removed: 461,016] [added: 739,026] | | | | | | [removed: $552.18] [added: $570.19] | | | | | | | | |

| Total MSCI Inc. 2016 Omnibus Plan | | | | | | [removed: 1,436,343] [added: 1,549,957] | | | | | | N/A | | | | | | [removed: 2,856,296] [added: 2,485,193] | | |

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs) | | | | | | [removed: 3,934] [added: 4,569] | | | | | | N/A | | | | | | [removed: 268,522] [added: 262,853] | | |

Assuming target number payout, the number of securities to be issued upon vesting of PSUs is [removed: 356,430.][added: 265,441.]

Assuming target number payout, the number of securities to be issued upon vesting of PSOs is [removed: 230,508.][added: 369,513.]

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| Total | | | | | | 1,554,526 | | | | | | N/A | | | | | | 2,748,046 | | |

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

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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

| 3.2 | | | | | | [removed: [Amended] [added: [A](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_3x2xmscibylawsx2024upda.htm)[mended] and Restated Bylaws](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_3x2xmscibylawsx2024upda.htm) | | | | | | [removed: Filed Herewith] [added: 10-K] | | | | | | [added: 001-33812] | | | | | | [added: 3.2] | | | | | | [added: 2/9/2024] | | |

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

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

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

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

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

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

| 4.7 | | | | | | [Form of Note for MSCI Inc. 3.625% Senior Notes due September 1, 2030 (included in Exhibit [removed: 4.6).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] [added: 4.6).](https://www.sec.gov/Archives/edgar/data/0001408198/000119312520061718/d871635dex41.htm)] | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | [removed: 3/04/2020] [added: 3/4/2020] | | |

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

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

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

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

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

| 4.13 | | | | | | [Form of Note for MSCI Inc. 3.250% Senior Notes due August 15, 2033 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/0001408198/000119312521249156/d215701dex41.htm)] [added: 4.12).](https://www.sec.gov/Archives/edgar/data/1408198/000119312521249156/d215701dex41.htm)] | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 8/17/2021 | | |

| 4.14 | | | | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex414_15.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex4_14.htm)] | | | | | | [removed: 10-K] [added: Filed Herewith] | | | | | | [removed: 001-33812] | | | | | | [removed: 4.1] | | | | | | [removed: 2/11/2022] | | |

| 10.1* | | | | | | [Summary of Non-Employee [removed: 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)] [added: Director Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex_101xdirectorcomp.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 10.3* | | | | | | [MSCI Inc. 2016 Non-Employee Directors Compensation Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1408198/000156459017008974/msci-ex103_531.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1408198/000156459017008974/msci-ex103_531.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.3 | | | | | | 5/5/2017 | | |

| 10.4* | | | | | | [MSCI Inc. Non-Employee Director Deferral Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1408198/000119312516567595/d158720dex109.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1408198/000119312516567595/d158720dex109.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.9 | | | | | | 4/29/2016 | | |

| 10.5* | | | | | | [MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_105xmsci-executivecicse.htm) | | | | | | [removed: Filed Herewith] [added: 10-K] | | | | | | [added: 001-33812] | | | | | | [added: 10.5] | | | | | | [added: 2/9/2024] | | |

| 10.6* | | | | | | [MSCI Inc. Performance Formula and Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1408198/000119312508040718/ddef14a.htm#tx37954_49)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000119312508040718/ddef14a.htm#tx37954_49)] | | | | | | Proxy | | | | | | 001-33812 | | | | | | Annex C | | | | | | 2/28/2008 | | |

| 10.7* | | | | | | [MSCI Inc. Executive Committee Stock Ownership [removed: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000156459022004803/msci-ex107_17.htm)] [added: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000170/ex101_ecownershipxpolicyx2.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33812 | | | | | | [removed: 10.7] [added: 10.1] | | | | | | [removed: 2/11/2022] [added: 10/31/2024] | | |

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

| 10.9* | | | | | | [MSCI Inc. Annual Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_10x9xaipxrevised2023cle.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000170/ex101_ecownershipxpolicyx2.htm)] | | | | | | [removed: Filed Herewith] [added: 10-K] | | | | | | [added: 001-33812] | | | | | | [added: 10.9] | | | | | | [added: 2/9/2024] | | |

| 10.10* | | | | | | [Form of [removed: 2019] [added: 2021] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. [added: 2016] Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1408198/000156459019003885/msci-ex10187_713.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10234_1669.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.187] [added: 10.234] | | | | | | [removed: 2/22/2019] [added: 2/12/2021] | | |