Item 1. Financial Statements

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share and share data)

		As of
		March 31,				December 31,
		2022				2021
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	679,315			$	1,421,449
Accounts receivable, net of allowances			592,326				664,511
Prepaid income taxes			13,050				5,951
Prepaid and other assets			47,730				51,499
Total current assets			1,332,421				2,143,410
Property, equipment and leasehold improvements, net			64,682				66,715
Right of use assets			134,368				144,584
Goodwill			2,235,199				2,236,386
Intangible assets, net			585,058				593,341
Equity method investment			218,128				218,763
Deferred tax assets			53,612				40,119
Other non-current assets			68,361				63,385
Total assets		$	4,691,829			$	5,506,703
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	12,956			$	13,448
Income taxes payable			83,589				59,635
Accrued compensation and related benefits			70,749				207,640
Other accrued liabilities			160,929				145,302
Deferred revenue			832,203				824,912
Total current liabilities			1,160,426				1,250,937
Long-term debt			4,162,465				4,161,422
Long-term operating lease liabilities			139,895				150,029
Deferred tax liabilities			3,347				3,650
Other non-current liabilities			104,885				104,132
Total liabilities			5,571,018				5,670,170
Commitments and Contingencies (see Note 8)
Shareholders’ equity (deficit):
Preferred stock (par value $0.01, 100,000,000 shares authorized; no shares issued)			—				—
Common stock (par value $0.01; 750,000,000 common shares authorized; 133,579,809 and 133,162,178 common shares issued and 81,168,130 and 82,439,449 common shares outstanding at March 31, 2022 and December 31, 2021, respectively)			1,336				1,332
Treasury shares, at cost (52,411,679 and 50,722,729 common shares held at March 31, 2022 and December 31, 2021, respectively)			(5,417,822	)			(4,540,144	)
Additional paid in capital			1,480,454				1,457,623
Retained earnings			3,117,660				2,976,517
Accumulated other comprehensive loss			(60,817	)			(58,795	)
Total shareholders’ equity (deficit)			(879,189	)			(163,467	)
Total liabilities and shareholders’ equity (deficit)		$	4,691,829			$	5,506,703

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

		Three Months Ended
		March 31,
		2022				2021
		(unaudited)
Operating revenues		$	559,945			$	478,423
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)			102,771				85,780
Selling and marketing			66,053				56,467
Research and development			28,322				24,862
General and administrative			45,567				34,728
Amortization of intangible assets			21,720				15,068
Depreciation and amortization of property, equipment and leasehold improvements			6,534				7,143
Total operating expenses			270,967				224,048
Operating income			288,978				254,375
Interest income			(298	)			(386	)
Interest expense			40,714				37,584
Other expense (income)			(381	)			1,149
Other expense (income), net			40,035				38,347
Income before provision for income taxes			248,943				216,028
Provision for income taxes			20,520				19,209
Net income		$	228,423			$	196,819
Earnings per share:
Basic		$	2.80			$	2.38
Diluted		$	2.78			$	2.36
Weighted average shares outstanding:
Basic			81,591				82,640
Diluted			82,286				83,493

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

		Three Months Ended
		March 31,
		2022				2021
		(unaudited)
Net income		$	228,423			$	196,819
Other comprehensive (loss) income:
Foreign currency translation adjustments			(2,950	)			(1,705	)
Income tax effect			862				612
Foreign currency translation adjustments, net			(2,088	)			(1,093	)
Pension and other post-retirement adjustments			110				256
Income tax effect			(44	)			(120	)
Pension and other post-retirement adjustments, net			66				136
Other comprehensive (loss) income, net of tax			(2,022	)			(957	)
Comprehensive income		$	226,401			$	195,862

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)

																		Accumulated
										Additional								Other
		Common				Treasury				Paid in				Retained				Comprehensive
		Stock				Stock				Capital				Earnings				Income (Loss)				Total
		(unaudited)
Balance at December 31, 2021		$	1,332			$	(4,540,144	)		$	1,457,623			$	2,976,517			$	(58,795	)		$	(163,467	)
Net income															228,423								228,423
Dividends declared ($1.04 per common share)															(87,280	)							(87,280	)
Dividends paid in shares											77												77
Other comprehensive income (loss), net of tax																			(2,022	)			(2,022	)
Common stock issued			4																				4
Shares withheld for tax withholding and exercises							(105,000	)															(105,000	)
Compensation payable in common stock											22,754												22,754
Common stock repurchased and held in treasury							(772,657	)															(772,657	)
Common stock issued to Directors and (held in)/released from treasury							(21	)															(21	)
Balance at March 31, 2022		$	1,336			$	(5,417,822	)		$	1,480,454			$	3,117,660			$	(60,817	)		$	(879,189	)
Balance at December 31, 2020		$	1,328			$	(4,342,535	)		$	1,402,537			$	2,554,295			$	(58,859	)		$	(443,234	)
Net income															196,819								196,819
Dividends declared ($0.78 per common share)															(65,947	)							(65,947	)
Dividends paid in shares											66												66
Other comprehensive income (loss), net of tax																			(957	)			(957	)
Common stock issued			3																				3
Shares withheld for tax withholding and exercises							(52,814	)															(52,814	)
Compensation payable in common stock											18,842												18,842
Common stock repurchased and held in treasury							(134,340	)															(134,340	)
Common stock issued to Directors and (held in)/released from treasury							(20	)															(20	)
Balance at March 31, 2021		$	1,331			$	(4,529,709	)		$	1,421,445			$	2,685,167			$	(59,816	)		$	(481,582	)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		Three Months Ended
		March 31,
		2022				2021
		(unaudited)
Cash flows from operating activities
Net income		$	228,423			$	196,819
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets			21,720				15,068
Stock-based compensation expense			22,857				18,910
Depreciation and amortization of property, equipment and leasehold improvements			6,534				7,143
Amortization of right of use assets			6,292				6,128
Amortization of debt origination fees			1,403				1,107
Deferred taxes			(12,961	)			1,142
Other adjustments			933				3,363
Changes in assets and liabilities:
Accounts receivable			70,417				50,630
Prepaid income taxes			(7,170	)			6,312
Prepaid and other assets			3,062				5,611
Other non-current assets			(5,005	)			23
Accounts payable			(2,060	)			(7,901	)
Accrued compensation and related benefits			(135,148	)			(94,323	)
Income taxes payable			24,257				1,709
Other accrued liabilities			15,161				12,888
Deferred revenue			10,932				(2,790	)
Long-term operating lease liabilities			(5,542	)			(5,898	)
Other non-current liabilities			1,695				2,300
Other			(1,616	)			(2,784	)
Net cash provided by operating activities			244,184				215,457
Cash flows from investing activities
Capitalized software development costs			(14,084	)			(9,696	)
Capital expenditures			(1,254	)			(664	)
Other			28				—
Net cash used in investing activities			(15,310	)			(10,360	)
Cash flows from financing activities
Proceeds from borrowings, inclusive of premium			5,000				503,750
Repayment of borrowings			(5,000	)			—
Repurchase of common stock held in treasury			(877,657	)			(187,154	)
Payment of dividends			(87,769	)			(66,087	)
Payment of debt issuance costs in connection with debt			(559	)			(4,967	)
Payment of contingent consideration			(132	)			—
Net cash (used in) provided by financing activities			(966,117	)			245,542
Effect of exchange rate changes			(4,891	)			(4,013	)
Net (decrease) increase in cash			(742,134	)			446,626
Cash and cash equivalent, beginning of period			1,421,449				1,300,521
Cash and cash equivalent, end of period		$	679,315			$	1,747,147
Supplemental disclosure of cash flow information:
Cash paid for interest		$	27,776			$	19,326
Cash paid for income taxes, net of refunds received		$	17,645			$	9,014
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities		$	6,118			$	3,687
Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid		$	2,361			$	1,208

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. INTRODUCTION AND BASIS OF PRESENTATION

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. Our products and services include indexes; portfolio construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and real estate market and transaction data and analysis.

Basis of Presentation and Use of Estimates

These unaudited condensed consolidated financial statements include the accounts of MSCI and its wholly owned subsidiaries and include all adjustments of a normal, recurring nature necessary to state fairly the financial condition as of March 31, 2022 and December 31, 2021, the results of operations, comprehensive income and shareholders’ equity (deficit) for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. The unaudited condensed consolidated statement of financial condition and related financial statement information as of December 31, 2021 have been derived from the 2021 audited consolidated financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for interim periods are not necessarily indicative of results for the entire year.

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.

Concentrations

For the three months ended March 31, 2022 and 2021, BlackRock, Inc. (“BlackRock”) accounted for 10.9% and 12.0% of the Company’s consolidated operating revenues, respectively. For the three months ended March 31, 2022 and 2021, BlackRock accounted for 18.0% and 19.2% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate and All Other – Private Assets segments for the three months ended March 31, 2022 and 2021.

Allowance for Doubtful Accounts

Changes in the allowance for doubtful accounts from December 31, 2020 to March 31, 2022 were as follows:

		Amount
		(in thousands)
Balance as of December 31, 2020		$	1,583
Addition (reduction) to credit loss expense			1,210
Write-offs, net of recoveries			(456	)
Balance as of December 31, 2021		$	2,337
Addition (reduction) to credit loss expense			364
Adjustments and write-offs, net of recoveries			(186	)
Balance as of March 31, 2022		$	2,515

2. RECENT ACCOUNTING STANDARDS UPDATES

There are no pending accounting standards updates that are currently expected to have a material impact on the Company.

3. REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type, which generally reflects the timing of recognition. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.

The tables that follow present the disaggregated operating revenues for the periods indicated:

		For the Three Months ended March 31, 2022
		Segments
(in thousands)		Index				Analytics				ESG and Climate				All Other - Private Assets				Total
Operating Revenue Types
Recurring subscriptions		$	174,498			$	137,799			$	50,572			$	36,891			$	399,760
Asset-based fees			145,053				—				—				—				145,053
Non-recurring			11,208				1,998				1,457				469				15,132
Total		$	330,759			$	139,797			$	52,029			$	37,360			$	559,945

		For the Three Months ended March 31, 2021
		Segments
(in thousands)		Index				Analytics				ESG and Climate				All Other - Private Assets				Total
Operating Revenue Types
Recurring subscriptions		$	155,117			$	131,672			$	34,140			$	16,803			$	337,732
Asset-based fees			126,706				—				—				—				126,706
Non-recurring			10,668				2,345				610				362				13,985
Total		$	292,491			$	134,017			$	34,750			$	17,165			$	478,423

The tables that follow present the change in accounts receivable and current deferred revenue between the dates indicated:

		Accounts receivable				Deferred revenue
		(in thousands)
Opening (December 31, 2021)		$	664,511			$	824,912
Closing (March 31, 2022)			592,326				832,203
Increase/(decrease)		$	(72,185	)		$	7,291

		Accounts receivable				Deferred revenue
		(in thousands)
Opening (December 31, 2020)		$	558,569			$	675,870
Closing (March 31, 2021)			506,849				672,054
Increase/(decrease)		$	(51,720	)		$	(3,816	)

The amount of revenue recognized in the period that was included in the opening current deferred revenue, which reflects contract liability amounts, was $339.7 million and $270.3 million for the three months ended March 31, 2022 and 2021, respectively. The difference between the opening and closing balances of the Company’s deferred revenue is primarily driven by an increase in billings, partially offset by an increase in amortization of deferred revenue to operating revenues. As of March 31, 2022 and December 31, 2021, the Company carried a long-term deferred revenue balance of $24.4 million and $23.4 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:

		As of
		March 31,
		2022
		(in thousands)
First 12-month period		$	502,988
Second 12-month period			291,127
Third 12-month period			101,402
Periods thereafter			61,645
Total		$	957,162

4. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”).

The following table presents the computation of basic and diluted EPS:

		Three Months Ended
		March 31,
		2022				2021
(in thousands, except per share data)
Net income		$	228,423			$	196,819
Basic weighted average common shares outstanding			81,591				82,640
Effect of dilutive securities:
PSUs, RSUs and PSOs			695				853
Diluted weighted average common shares outstanding			82,286				83,493
Earnings per basic common share		$	2.80			$	2.38
Earnings per diluted common share		$	2.78			$	2.36

5. ACQUISITIONS

On September 13, 2021, MSCI acquired all of the issued and outstanding preferred and common shares of Real Capital Analytics, Inc (“RCA”) for an aggregate cash purchase price of $949.0 million. This acquisition expands MSCI’s suite of real estate solutions, providing the real estate industry with data, analytics, and support tools to manage investments and understand performance and risk, including climate risk, within their portfolios. RCA has been accounted for as a business combination using the acquisition method of accounting and has been integrated into the All Other – Private Assets reportable segment, as a component of the Real Estate operating segment. A portion of RCA’s client agreements do not have automatic renewal clauses at the end of the subscription period. Due to the historically high retention rate and expectation that a substantial portion of the client agreements will be renewed, the associated revenue is recorded as recurring subscription revenue.

The components of the preliminary purchase price allocation were as follows:

		Estimated Useful Life		Fair Value
				(in thousands)
Accounts receivable				$	9,645
Other current assets					3,721
Property, equipment and leasehold improvements, net					1,204
Right of use assets					6,441
Other non-current assets					3,270
Deferred revenue					(35,194	)
Other current liabilities					(15,000	)
Long-term operating lease liabilities					(4,849	)
Deferred tax liabilities					(85,196	)
Intangible assets:
Proprietary data		11 years			185,500
Customer relationships		20 years			175,800
Acquired technology and software		9 years			31,500
Trademarks		2 years			890
Goodwill					671,227
Purchase price, net of cash acquired				$	948,959

The purchase price allocation is based on preliminary valuations and assessments. The estimates and assumptions used may be subject to change within the measurement period, particularly for acquired intangible assets and deferred taxes. In the fourth quarter of 2021, the Company early adopted ASU 2021-08, which resulted in an increase to deferred revenue and goodwill and a decrease in deferred tax liabilities recorded as of the opening balance sheet date.

The recorded goodwill is primarily attributable to the utilization of the acquired data as well as expanded market opportunities. Goodwill attributable to the acquisition is not deductible for income tax purposes.

Revenue of RCA recognized within the condensed consolidated financial statements for the first quarter of 2022 was $19.2 million.

6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Property, equipment and leasehold improvements, net consisted of the following as of the dates indicated:

		As of
		March 31,				December 31,
		2022				2021
		(in thousands)
Computer & related equipment		$	180,600			$	179,557
Furniture & fixtures			15,162				14,194
Leasehold improvements			57,138				56,308
Work-in-process			2,617				2,699
Subtotal			255,517				252,758
Accumulated depreciation and amortization			(190,835	)			(186,043	)
Property, equipment and leasehold improvements, net		$	64,682			$	66,715

Depreciation and amortization expense of property, equipment and leasehold improvements was $6.5 million and $7.1 million for the three months ended March 31, 2022 and 2021, respectively.

7. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents goodwill by reportable segment:

(in thousands)		Index				Analytics				ESG and Climate				All Other - Private Assets				Total
Goodwill at December 31, 2021		$	1,205,443			$	290,976			$	48,047			$	691,920			$	2,236,386
Acquisitions (1)		$	—			$	—			$	—			$	353			$	353
Foreign exchange translation adjustment			(953	)			—				—				(587	)			(1,540	)
Goodwill at March 31, 2022		$	1,204,490			$	290,976			$	48,047			$	691,686			$	2,235,199

(1)	Reflects the impact of measurement period adjustments associated with the acquisition of RCA.

Intangible Assets, Net

The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:

		Three Months Ended
		March 31,
(in thousands)		2022				2021
Amortization expense of acquired intangible assets		$	15,898			$	8,368
Amortization expense of internally developed capitalized software			5,822				6,700
Total amortization of intangible assets expense		$	21,720			$	15,068

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

		As of
		March 31,				December 31,
		2022				2021
		(in thousands)
Gross intangible assets:
Customer relationships		$	532,500			$	532,400
Proprietary data			220,700				220,639
Acquired technology and software			209,220				209,220
Trademarks			208,190				208,190
Internally developed capitalized software			120,264				106,181
Subtotal			1,290,874				1,276,630
Foreign exchange translation adjustment			(7,503	)			(5,782	)
Total gross intangible assets		$	1,283,371			$	1,270,848
Accumulated amortization:
Customer relationships		$	(285,519	)		$	(277,865	)
Proprietary data			(27,498	)			(22,678	)
Acquired technology and software			(176,747	)			(175,718	)
Trademarks			(154,862	)			(152,468	)
Internally developed capitalized software			(55,204	)			(49,394	)
Subtotal			(699,830	)			(678,123	)
Foreign exchange translation adjustment			1,517				616
Total accumulated amortization		$	(698,313	)		$	(677,507	)
Net intangible assets:
Customer relationships		$	246,981			$	254,535
Proprietary data			193,202				197,961
Acquired technology and software			32,473				33,502
Trademarks			53,328				55,722
Internally developed capitalized software			65,060				56,787
Subtotal			591,044				598,507
Foreign exchange translation adjustment			(5,986	)			(5,166	)
Total net intangible assets		$	585,058			$	593,341

The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2022 and succeeding years:

Years Ending December 31,		Amortization Expense
		(in thousands)
Remainder of 2022		$	68,275
2023			85,742
2024			78,586
2025			53,876
2026			36,664
Thereafter			261,915
Total		$	585,058

8. COMMITMENTS AND CONTINGENCIES

Senior Unsecured Notes. The Company had an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) outstanding at March 31, 2022, as presented in the table below:

				Principal Amount Outstanding at				Carrying Value at				Carrying Value at				Fair Value at				Fair Value at
		Maturity Date		March 31, 2022				March 31, 2022				December 31, 2021				March 31, 2022				December 31, 2021
		(in thousands)
Long-term debt
4.000% senior unsecured notes due 2029		November 15, 2029			1,000,000				991,728				991,455				973,030				1,047,950
3.625% senior unsecured notes due 2030		September 1, 2030			900,000				894,428				894,263				845,955				924,777
3.875% senior unsecured notes due 2031		February 15, 2031			1,000,000				990,247				989,973				950,380				1,046,620
3.625% senior unsecured notes due 2031		November 1, 2031			600,000				593,702				593,538				565,200				625,536
3.250% senior unsecured notes due 2033		August 15, 2033			700,000				692,360				692,193				630,791				710,906
Total long-term debt				$	4,200,000			$	4,162,465			$	4,161,422			$	3,965,356			$	4,355,789

Interest payments attributable to the Senior Notes are due as presented in the following table:

		First semi-annual interest payment date		Second semi-annual interest payment date
Senior Notes
4.000% senior unsecured notes due 2029		May 15		November 15
3.625% senior unsecured notes due 2030		March 1		September 1
3.875% senior unsecured notes due 2031		June 1		December 1
3.625% senior unsecured notes due 2031		May 1		November 1
3.250% senior unsecured notes due 2033 (1)		February 15		August 15

(1)The first payment occurred on February 15, 2022.

The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilizes the market approach and obtains security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values.

Revolver. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks (as amended, the “Revolving Credit Agreement”). On February 16, 2022, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Revolving Credit Agreement. The Fifth Amendment, among other things, extended the term of the Revolving Credit Agreement to February 2027 and replaced the London Interbank Offered Rate with the Secured Overnight Financing Rate as the basis for the variable rates of interest. At March 31, 2022, the Revolving Credit Agreement was undrawn.

In connection with the closings of offerings of the Senior Notes, entry into the Revolving Credit Agreement and the subsequent amendments, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At March 31, 2022, $40.1 million of the deferred financing fees and premium remain unamortized, $0.5 million of which is included in “Prepaid and other assets,” $2.0 million of which is included in “Other non-current assets” and $37.6 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

9. LEASES

The Company recognized $7.7 million and $7.6 million of operating lease expenses for the three months ended March 31, 2022 and 2021, respectively. The amounts associated with variable lease costs, short-term lease costs and sublease income were not material for the three months ended March 31, 2022 and 2021.

Maturities of the Company’s operating lease liabilities as of March 31, 2022 are as follows:

Maturity of Lease Liabilities		Operating
(in thousands)		Leases
Remainder of 2022		$	20,368
2023			28,273
2024			22,827
2025			21,628
2026			19,864
Thereafter			73,499
Total lease payments		$	186,459
Less: Interest			(23,538	)
Present value of lease liabilities		$	162,921
Other accrued liabilities		$	23,026
Long-term operating lease liabilities		$	139,895

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:

		As of
		March 31,				December 31,
Lease Term and Discount Rate		2022				2021
Weighted-average remaining lease term (years)			8.10				8.16
Weighted-average discount rate			3.14	%			3.09	%

Other information related to the Company’s operating leases are as follows:

		Three Months Ended
Other Information		March 31,
(in thousands)		2022				2021
Operating cash flows used for operating leases		$	7,152			$	7,632
Right of use assets obtained in exchange for new operating lease liabilities		$	-			$	4,144

10. SHAREHOLDERS’ EQUITY (DEFICIT)

Return of capital

On October 29, 2020, the Board of Directors authorized a stock repurchase program for the purchase of up to $1,000.0 million worth of shares of MSCI’s common stock in addition to the $804.5 million of authorization then remaining under a previously existing share repurchase program (the “2020 Repurchase Program”) for a total of $1,804.5 million of stock repurchase authorization.

Share repurchases made pursuant to the 2020 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of March 31, 2022, there was $816.5 million of available authorization remaining under the 2020 Repurchase Program.

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

Three Months Ended		Average Price Paid Per Share				Total Number of Shares Repurchased				Dollar Value of Shares Repurchased
						(in thousands)
March 31, 2022		$	515.74				1,498			$	772,657
March 31, 2021		$	407.70				330			$	134,340

The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:

		Dividends
(in thousands, except per share amounts)		Per Share				Declared				Distributed				(Released)/Deferred
Three Months Ended March 31, 2022		$	1.04			$	87,280			$	87,846			$	(566	)
Three Months Ended March 31, 2021		$	0.78			$	65,947			$	66,153			$	(206	)

Common Stock.

The following table presents activity related to shares of common stock issued and repurchased during the three months ended March 31, 2022:

		Common Stock				Treasury				Common Stock
		Issued				Stock				Outstanding
Balance at December 31, 2021			133,162,178				(50,722,729	)			82,439,449
Dividend payable/paid			82				—				82
Common stock issued			417,508				—				417,508
Shares withheld for tax withholding			—				(190,766	)			(190,766	)
Shares repurchased under stock repurchase programs			—				(1,498,143	)			(1,498,143	)
Shares issued to directors			41				(41	)			—
Balance at March 31, 2022			133,579,809				(52,411,679	)			81,168,130

11. INCOME TAXES

The Company’s provision for income taxes was $20.5 million and $19.2 million for the three months ended March 31, 2022 and 2021, respectively. These amounts reflect effective tax rates of 8.2% and 8.9% for the three months ended March 31, 2022 and 2021, respectively.

The effective tax rate of 8.2% for the three months ended March 31, 2022 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $28.1 million, primarily related to $28.3 million of excess tax benefits recognized on share-based compensation vested during the period.

The effective tax rate of 8.9% for the three months ended March 31, 2021 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $22.3 million, primarily related to $20.4 million of excess tax benefits recognized on share-based compensation vested during the period.

The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as the United Kingdom, Switzerland and India, and states in the United States in which the Company has significant operations, such as New York and California. The tax years currently under or open to examination vary by jurisdiction but include years ranging from 2008 onwards.

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $28.6 million in the next twelve months as a result of the resolution of tax examinations.

12. SEGMENT INFORMATION

The Company has five operating segments: Index, Analytics, ESG and Climate, Real Estate and The Burgiss Group, LLC (“Burgiss”), which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets.

The Index operating segment offers equity and fixed income indexes. The indexes are used in many areas of the investment process, including indexed product creation (e.g., Exchange Traded Funds (“ETFs”), mutual funds, annuities, futures, options, structured products and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

The Analytics operating segment offers risk management, performance attribution and portfolio management content, applications and services that provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risk across all major asset classes, spanning short-, medium- and long-term time horizons. Clients access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces, third-party applications or directly through their own platforms. Additionally, the Analytics operating segment also provides various managed services to help clients operate more efficiently, including consolidation of client portfolio data from various sources, review and reconciliation of input data and results, and customized reporting.

The ESG and Climate operating segment offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments. In addition, the ESG and Climate operating segment provides data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.

The Real Estate operating segment offers real estate market and transaction data, benchmarks, return-analytics, climate assessments and market insights for funds, investors, managers and other real estate market participants. In addition, Real Estate performance and risk analytics range from enterprise-wide to property-specific analysis. The Real Estate operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.

The Burgiss operating segment represents the Company’s equity method investment in Burgiss, a global provider of investment decision support tools for private capital.

The Chief Operating Decision Maker (“CODM”) measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, including certain non-recurring acquisition-related integration and transaction costs, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.

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

		Three Months Ended
		March 31,
		2022				2021
		(in thousands)
Operating revenues
Index		$	330,759			$	292,491
Analytics			139,797				134,017
ESG and Climate			52,029				34,750
All Other - Private Assets			37,360				17,165
Total		$	559,945			$	478,423

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

		Three Months Ended
		March 31,
		2022				2021
		(in thousands)
Index Adjusted EBITDA		$	245,875			$	219,879
Analytics Adjusted EBITDA			50,889				45,731
ESG and Climate Adjusted EBITDA			12,092				5,045
All Other - Private Assets Adjusted EBITDA			9,688				5,931
Total operating segment profitability			318,544				276,586
Amortization of intangible assets			21,720				15,068
Depreciation and amortization of property, equipment and leasehold improvements			6,534				7,143
Acquisition-related integration and transaction costs (1)			1,312				—
Operating income			288,978				254,375
Other expense (income), net			40,035				38,347
Provision for income taxes			20,520				19,209
Net income		$	228,423			$	196,819

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

Operating revenues by geography are based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:

		Three Months Ended
		March 31,
			2022				2021
		(in thousands)
Operating revenues
Americas:
United States		$	233,356			$	196,689
Other			22,467				20,173
Total Americas			255,823				216,862
Europe, the Middle East and Africa ("EMEA"):
United Kingdom			86,986				79,081
Other			131,573				106,194
Total EMEA			218,559				185,275
Asia & Australia:
Japan			23,190				21,642
Other			62,373				54,644
Total Asia & Australia			85,563				76,286
Total		$	559,945			$	478,423

Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:

		As of
		March 31,				December 31,
		2022				2021
		(in thousands)
Long-lived assets
Americas:
United States		$	170,598			$	167,870
Other			13,299				13,480
Total Americas			183,897				181,350
EMEA:
United Kingdom			19,981				19,563
Other			29,434				34,240
Total EMEA			49,415				53,803
Asia & Australia:
Japan			1,038				1,150
Other			29,590				31,873
Total Asia & Australia			30,628				33,023
Total		$	263,940			$	268,176

13. SUBSEQUENT EVENTS

Subsequent to the three months ended March 31, 2022 and through trade date of April 25, 2022, the Company repurchased an additional 0.05 million shares of common stock at an average price of $486.59 per share for a total value of $22.1 million.

On April 25, 2022, the Board of Directors declared a quarterly cash dividend of $1.04 per share for the three months ending June 30, 2022 (“second quarter 2022”). The second quarter 2022 dividend is payable on May 31, 2022 to shareholders of record as of the close of trading on May 13, 2022.