Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 22, ~~2015,~~2016, there were ~~112,425,358~~96,501,685 shares of the registrant’s common stock, par value $0.01, outstanding.

MSCI Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document MSCI Inc. files with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains a website that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including MSCI Inc.) file electronically with the SEC. MSCI Inc.~~��s~~’s electronic SEC filings are available to the public at the SEC’s website,www.sec.gov.

MSCI Inc.’s website iswww.msci.com. You can access MSCI Inc.’s Investor Relations homepage athttp://ir.msci.com. MSCI Inc. makes available free of charge, on or through its Investor Relations homepage, its proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. MSCI Inc. also makes available, through its Investor Relations homepage, via a link to the SEC’s website, statements of beneficial ownership of MSCI Inc.’s equity securities filed by its directors, officers, 5% or greater shareholders and others under Section 16 of the Exchange Act.

You can access information about MSCI Inc.’s corporate governance athttp://ir.msci.com/corporate-governance.cfm, including copies of the following:

MSCI Inc.’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer (the “CEO”) and its Chief Financial Officer. MSCI Inc. will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC on its website. You can request a copy of these documents, excluding exhibits, at no cost, by contacting Investor Relations, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49^th49th Floor, New York, NY 10007; (212) 804-1583. The information on MSCI Inc.’s website is not incorporated by reference into this report or any other report filed or furnished by us with the SEC.

This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause MSCI Inc.’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” ~~“potential,”~~“potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI Inc.’s control and that could materially affect actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 filed with the SEC on February 27, 2015 and as amended and filed with the SEC on March 2,~~ 2015 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI Inc. projected. Any forward-looking statement in this report reflects MSCI Inc.’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI Inc.’s operations, results of operations, growth strategy and liquidity. MSCI Inc. assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.

MSCI Inc. uses its website and corporate Twitter account (@MSCI_Inc) as channels of distribution of company information. The information MSCI Inc. posts through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following MSCI Inc.’s press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about MSCI Inc. when you enroll your email address by visiting the “Email Alert Subscription” section of our Investor Relations homepage athttp://ir.msci.com/alerts.cfm?. The contents of MSCI Inc.’s website and social media channels are not, however, incorporated by reference into this report or any other report filed or furnished by us with the SEC.


	As of						As of
	March 31,			December 31,			March 31,			December 31,
	2015			2014			2016			2015
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	537,751		$	508,799		$	445,014		$	777,706
Accounts receivable (net of allowances of $822 and $857 at March 31, 2015 and December 31, 2014, respectively)		184,827			178,717
Deferred taxes		17,792			22,209
Accounts receivable (net of allowances of $1,247 and $1,117 at March 31, 2016 and December 31, 2015, respectively)								260,168			208,239
Prepaid income taxes		16,344			29,180			27,648			46,115
Prepaid and other assets		31,918			31,727			30,981			31,211

Total current assets		788,632			770,632			763,811			1,063,271
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $99,230 and $92,808 at March 31, 2015 and December 31, 2014, respectively)		97,498			94,074
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $118,753 and $114,680 at March 31, 2016 and December 31, 2015, respectively)								96,007			98,926
Goodwill		1,561,852			1,564,904			1,564,186			1,565,621
Intangible assets (net of accumulated amortization of $383,487 and $372,209 at March 31, 2015 and December 31, 2014, respectively)		417,610			433,628
Intangible assets (net of accumulated amortization of $430,060 and $418,512 at March 31, 2016 and December 31, 2015, respectively)								380,860			391,490
Non-current deferred tax assets								8,507			9,180
Other non-current assets		30,935			30,937			18,263			18,499

Total assets	$	2,896,527		$	2,894,175		$	2,831,634		$	3,146,987


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,139		$	2,835		$	1,514		$	2,512
Accrued compensation and related benefits		41,328			111,408			45,198			116,619
Other accrued liabilities		65,026			47,894			61,886			61,433
Deferred revenue		344,267			310,775			359,870			317,552

Total current liabilities		451,760			472,912			468,468			498,116
Long-term debt		800,000			800,000			1,579,960			1,579,404
Deferred taxes		136,793			137,838			106,000			110,937
Other non-current liabilities		52,274			50,592			61,550			57,043

Total liabilities		1,440,827			1,461,342			2,215,978			2,245,500

Commitments and Contingencies (see Note 7)

Commitments and Contingencies (see Note 6 and Note 7)

Shareholders’ equity:
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; 127,165,535 and 126,637,390 common shares issued and 112,408,627 and 112,072,469 common shares outstanding at March 31, 2015 and December 31, 2014, respectively)		1,272			1,266
Treasury shares, at cost (14,756,908 and 14,564,921 common shares held at March 31, 2015 and December 31, 2014, respectively)		(598,735	)		(588,378	)
Common stock (par value $0.01; 750,000,000 common shares authorized; 128,789,695 and 128,200,189 common shares issued and 96,535,358 and 101,013,148 common shares outstanding at March 31, 2016 and December 31, 2015, respectively)								1,288			1,282
Treasury shares, at cost (32,254,337 and 27,187,041 common shares held at March 31, 2016 and December 31, 2015, respectively)								(1,742,417	)		(1,395,695	)
Additional paid in capital		1,038,635			1,022,221			1,195,740			1,173,183
Retained earnings		1,046,098			1,022,695			1,196,783			1,158,462
Accumulated other comprehensive loss		(31,570	)		(24,971	)		(35,738	)		(35,745	)

Total shareholders’ equity		1,455,700			1,432,833			615,656			901,487

Total liabilities and shareholders’ equity	$	2,896,527		$	2,894,175		$	2,831,634		$	3,146,987


	Three Months Ended March 31,
	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
	(unaudited)						(unaudited)
Operating revenues	$	262,769		$	239,688		$	278,828		$	262,769

Operating expenses:
Cost of services		82,653			75,427
Selling, general and administrative		72,465			67,658
Cost of revenues								63,172			69,904
Selling and marketing								41,689			41,648
Research and development								18,928			23,189
General and administrative								21,890			20,377
Amortization of intangible assets		11,702			11,270			11,840			11,702
Depreciation and amortization of property, equipment and leasehold improvements		7,207			5,828			8,168			7,207

Total operating expenses		174,027			160,183			165,687			174,027


Operating income		88,742			79,505			113,141			88,742


Interest income		(204	)		(156	)		(621	)		(204	)
Interest expense		11,108			5,059			22,904			11,108
Other expense (income)		178			1,071			81			178


Other expense (income), net		11,082			5,974			22,364			11,082


Income from continuing operations before provision for income taxes		77,660			73,531			90,777			77,660
Provision for income taxes		28,036			26,385			30,410			28,036

Income from continuing operations		49,624			47,146			60,367			49,624
Income (loss) from discontinued operations, net of income taxes		(5,797	)		33,253			—			(5,797	)

Net income	$	43,827		$	80,399		$	60,367		$	43,827



Earnings per basic common share:
Earnings per basic common share from continuing operations	$	0.44		$	0.40		$	0.61		$	0.44
Earnings per basic common share from discontinued operations		(0.05	)		0.28			—			(0.05	)

Earnings per basic common share	$	0.39		$	0.68		$	0.61		$	0.39



Earnings per diluted common share:
Earnings per diluted common share from continuing operations	$	0.44		$	0.40		$	0.60		$	0.44
Earnings per diluted common share from discontinued operations		(0.05	)		0.28			—			(0.05	)

Earnings per diluted common share	$	0.39		$	0.68		$	0.60		$	0.39


Weighted average shares outstanding used in computing earnings per share:
Basic		112,520			117,582			99,425			112,520


Diluted		113,522			118,597			99,998			113,522



Dividend declared per common share	$	0.18		$	—		$	0.22		$	0.18


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
	(unaudited)						(unaudited)
Net income	$	43,827		$	80,399		$	60,367		$	43,827

Other comprehensive (loss) income:
Foreign currency translation adjustments		(6,590	)		1,032			304			(6,590	)
Income tax effect		(132	)		(400	)		(67	)		(132	)

Foreign currency translation adjustments, net		(6,722	)		632			237			(6,722	)


Pension and other post-retirement adjustments		174			(7	)		(313	)		174
Income tax effect		(51	)		4			82			(51	)

Pension and other post-retirement adjustments, net		123			(3	)		(231	)		123

Other comprehensive (loss) income, net of tax		(6,599	)		629			6			(6,599	)

Comprehensive income	$	37,228		$	81,028		$	60,373		$	37,228


							Three Months Ended
	Three Months Ended March 31,						March 31,
	2015			2014			2016			2015
	(unaudited)						(unaudited)
Cash flows from operating activities
Net income	$	43,827		$	80,399		$	60,367		$	43,827
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets		11,702			14,010			11,840			11,702
Stock-based compensation expense		7,350			5,171			7,080			7,350
Depreciation and amortization of property, equipment and leasehold improvements		7,207			6,047			8,168			7,207
Amortization of debt origination fees		446			445			709			446
Deferred taxes		3,433			(26,271	)		(3,769	)		3,433
Amortization of discount on long-term debt		—			121
Excess tax benefits from share-based compensation		(2,990	)		(1,174	)		(3,857	)		(2,990	)
Other non-cash adjustments		3,700			(102	)		359			3,700
Changes in assets and liabilities, net of assets and liabilities assumed:
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable		(7,181	)		(38,879	)		(51,664	)		(7,181	)
Prepaid income taxes		15,533			10,385			22,246			15,533
Prepaid and other assets		(517	)		(618	)		270			(517	)
Accounts payable		(1,681	)		349			(1,006	)		(1,681	)
Accrued compensation and related benefits		(63,351	)		(68,646	)		(62,258	)		(63,351	)
Other accrued liabilities		11,331			3,480			(1,325	)		11,331
Deferred revenue		34,717			46,167			42,039			34,717
Other		3,157			(5,635	)		3,831			3,157

Net cash provided by operating activities		66,683			25,249			33,030			66,683


Cash flows from investing activities
Capital expenditures		(4,934	)		(8,501	)		(3,135	)		(4,934	)
Capitalized software development costs		(1,386	)		(1,559	)		(2,325	)		(1,386	)
Proceeds from the sale of capital equipment		—			7
Acquisitions, net of cash acquired								(60	)		—

Net cash used in investing activities		(6,320	)		(10,053	)		(5,520	)		(6,320	)


Cash flows from financing activities
Repayment of long-term debt		—			(5,063	)
Repurchase of treasury shares		(10,352	)		(107,159	)		(346,715	)		(10,352	)
Proceeds from exercise of stock options		632			1,710			2,438			632
Excess tax benefits from stock-based compensation		2,990			1,174			3,857			2,990
Payment of dividends		(20,406	)		—			(21,889	)		(20,406	)

Net cash used in financing activities		(27,136	)		(109,338	)		(362,309	)		(27,136	)


Effect of exchange rate changes		(4,275	)		566			2,107			(4,275	)

Net increase (decrease) in cash and cash equivalents		28,952			(93,576	)

Net (decrease) increase in cash and cash equivalents								(332,692	)		28,952
Cash and cash equivalents, beginning of period		508,799			358,434			777,706			508,799

Less: Cash and cash equivalents attributed to discontinued operations		—			(4,408	)

Cash and cash equivalents, end of period	$	537,751		$	260,450		$	445,014		$	537,751



Supplemental disclosure of cash flow information:
Cash paid for interest	$	161		$	4,542		$	23,451		$	161


Cash paid for income taxes	$	13,976		$	21,131		$	11,242		$	13,976



Supplemental disclosure of non-cash investing activities:
Property, equipment and leasehold improvements in other accrued liabilities	$	12,970		$	2,842		$	5,077		$	12,970



Supplemental disclosure of non-cash financing activities:
Cash dividends declared, but not yet paid							$	157		$	13

MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), ~~is a global provider~~offers content, applications and services to support the needs of institutional investors throughout their investment ~~decision support tools, including indexes, portfolio risk and performance analytics and multi-asset class market risk analytics products and services.~~processes. The Company’s flagship products are its global equity indexes, custom indexes, factor indexes and ~~environmental, social~~ESG indexes; its analytics products, including multi-factor models, pricing models, methodologies for performance attribution, models for statistical analysis, and ~~governance (“ESG”) products marketed under the MSCI~~tools for portfolio optimization, back testing and ~~MSCI~~stress testing; its ESG ~~Research brands,~~research and ratings; and its ~~private~~ real estate benchmarks, ~~marketed under the IPD brand, its portfolio risk~~indexes, business intelligence and performance analytics covering global equity markets marketed under the Barra brand, its multi-asset class, market and credit risk analytics marketed under the RiskMetrics and Barra brands and its performance reporting products and services offered to the investment consultant community marketed under the InvestorForce brand.analytics.

~~On March 17, 2014, MSCI entered into a definitive agreement to sell Institutional Shareholder Services Inc. (“ISS”). As a result, the Company reported the operating results of ISS in “Income~~Income (loss) from discontinued operations, net of income ~~taxes”~~taxes in the Unaudited Condensed Consolidated ~~Statements~~Statement of Income for the three months ended March 31, 2015 ~~and 2014. Unless otherwise indicated,~~represents the ~~disclosures accompanying these unaudited condensed consolidated financial statements reflect the Company’s continuing operations.~~

~~The Company completed~~impact of an out-of-period income tax charge associated with tax obligations triggered upon the sale of ~~ISS~~Institutional Shareholder Services Inc. (“ISS”), which was completed on April 30, 2014. ~~See Note 3, “Disposition and Discontinued Operations,” for further details.~~

These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the results of operations and comprehensive income for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 and cash flows for the three months ended March 31, ~~2015~~2016 and ~~2014.~~2015. 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 ~~as amended,~~ for the year ended December 31, ~~2014.~~2015. The unaudited condensed consolidated financial statement information as of December 31, ~~2014~~2015 has been derived from the ~~2014~~2015 audited consolidated financial statements. 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 accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make 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 revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. 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.

No single customer represented 10.0% or more of the Company’s consolidated operating revenues for the three months ended March 31, 2016, while BlackRock, Inc. accounted for 10.1% of the Company’s consolidated operating revenues for the three months ended March 31, 2015. For the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, BlackRock, Inc. accounted for ~~10.1%~~17.0% and ~~10.4%, respectively,~~19.2% of the ~~Company’s~~Index segment operating ~~revenues.~~revenues, respectively. No single customer represented 10.0% or more of revenues within the Analytics and All Other segments for the three months ended March 31, 2016 and 2015.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09,“Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. ~~On April 1, 2015, the FASB voted to~~

propose a deferral of the effective date of the new revenue standard by one year, but to permit entities to adopt it one year earlier if they choose (that is, annual reporting periods beginning after December 15, 2016). The FASB has proposed to issue an Accounting Standards Update to defer the effective date such that the new date would be for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Companies have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. In August 2015, the FASB issued Accounting Standards Update No. 2015-14,“Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” or ASU 2015-14. The amendments in ASU 2015-14 defer the effective date of the new revenue standard by one year by changing the effective date to be for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017 from December 15, 2016, with early adoption at the prior date permitted. The Company is ~~evaluating~~continuing to evaluate the potential impact that the update will have on its ~~unaudited~~ condensed consolidated financial statements.

In ~~April 2015,~~February 2016, the FASB issued Accounting Standards Update No. ~~2015-03,~~2016-02,“~~Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs,~~Leases (Topic 842),” or ASU ~~2015-03.~~2016-02. The ~~objective of~~FASB issued ASU ~~2015-03 is~~2016-02 in order to ~~simplify~~increase the ~~presentation of debt issuance costs requiring that debt issuance costs related to a recognized debt liability be presented~~transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet ~~as a direct deduction from~~and disclosing key information about leasing arrangements. To meet that objective, the ~~carrying amount of that debt liability, consistent with debt discounts. Currently, debt issuance costs are recognized~~FASB amended the FASB Accounting Standards Codification and ~~presented as a deferred charge (that is, an asset). The new guidance~~created Topic 842, Leases. ASU 2016-02 is effective for annual reporting periods, ~~(including~~including interim periods within those ~~periods)~~periods, beginning after December 15, ~~2015,~~2018, with early adoption ~~permitted for financial statements that have not been previously issued.~~permitted. ASU 2016-02 requires reporting organizations to take a modified retrospective transition approach (as opposed to a full retrospective transition approach). The Company is evaluating the ~~adoption of~~potential impact that ASU ~~2015-03 but does not expect the adoption to~~2016-02 will have ~~a material effect~~ on its ~~unaudited~~ condensed consolidated financial statements.

In ~~April 2015,~~March 2016, the FASB issued Accounting Standards Update No. ~~2015-05,~~2016-08, “~~“Intangibles – Goodwill and Other – Internal-Use Software,~~Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),” or ASU ~~2015-05.~~2016-08. ASU 2016-08 does not change the core principle of current accounting guidance related to principle versus agent considerations, but rather intended to add clarification to the implementation guidance. ASU 2016-08 affects the guidance in Accounting Standards Update No. 2014-09,“Revenue from Contracts with Customers (Topic 606),” which is not yet effective. The ~~amendments~~effective date and transition requirements for ASU 2016-08 are the same as the effective date and transition requirements of ASU 2014-09. The Company is evaluating the potential impact that the adoption of ASU 2016-08 will have on its condensed consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” or ASU 2016-09. The FASB issued ASU 2016-09 as part of its Simplification Initiative. The areas for simplification in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license elementASU 2016-09 involve several aspects of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for ~~service contracts. The new guidance~~share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods, ~~(including~~including interim periods within those ~~periods)~~periods, beginning after December 15, ~~2015,~~2017, with early adoption permitted. The Company is evaluating the ~~adoption of~~potential impact that ASU ~~2015-05 but does not expect the adoption to~~2016-09 will have ~~a material effect~~ on its ~~unaudited~~ condensed consolidated financial statements.

~~3. DISPOSITION AND DISCONTINUED OPERATIONS~~In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” or ASU 2016-10. The amendments in ASU 2016-10 clarify both the process for identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas included in Topic 606, which is not yet effective. The effective date and transition requirements for ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09, which is not yet effective. The Company is evaluating the potential impact that ASU 2016-10 will have on its condensed consolidated financial statements.

On March 17, 2014, MSCI entered into a definitive agreement to sell ISS which was completed on April 30, 2014. The results of operations from ISS are reflected in “Income (loss) from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income.

ISS was classified as a discontinued operation during the three months ended March 31, 2014 at which time MSCI segregated the operating results of ISS in “Income (loss) from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014.

~~Amounts associated with discontinued operations reflected in the Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014 are as follows:~~

The three months ended March 31, 2015 reflects the impact of an out-of-period income tax charge associated with tax obligations triggered upon the sale of ISS. The three months ended March 31, 2014 included a $30.6 million income tax benefit associated with establishing a net deferred tax asset on the difference between the ISS tax basis and book basis.

Basic earnings per share (“EPS”) is computed by dividing income available to MSCI common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements.

Diluted EPS reflects the assumed conversion of all dilutive securities. There were no stock options or restricted stock units excluded from the calculation of diluted EPS for both the three months ended March 31, 2016 and 2015 ~~because of their anti-dilutive effect. There were 104,272 stock options excluded from the calculation of diluted EPS for the three months ended March 31, 2014~~ because of their anti-dilutive effect.

The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS:


Effect of dilutive securities:
Stock options and restricted stock units		573		1,002

Diluted weighted average common shares outstanding		99,998		113,522



Earnings per basic common share from continuing operations	$	0.61	$	0.44
Earnings per basic common share from discontinued operations		—		(0.05	)

Earnings per basic common share	$	0.61	$	0.39



Earnings per diluted common share from continuing operations	$	0.60	$	0.44
Earnings per diluted common share from discontinued operations		—		(0.05	)

Earnings per diluted common share	$	0.60	$	0.39

Property, equipment and leasehold improvements at March 31, ~~2015~~2016 and December 31, ~~2014~~2015 consisted of the following:


	As of
Type	March 31, 2016			December 31, 2015
	(in thousands)
Computer & related equipment	$	149,716		$	143,499
Furniture & fixtures		10,304			9,870
Leasehold improvements		48,126			47,579
Work-in-process		6,614			12,658


Subtotal		214,760			213,606
Accumulated depreciation and amortization		(118,753	)		(114,680	)


Property, equipment and leasehold improvements, net	$	96,007		$	98,926

Depreciation and amortization expense of property, equipment and leasehold improvements was ~~$7.2~~$8.2 million and ~~$5.8~~$7.2 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively.

The ~~Company carries~~following table presents goodwill ~~as reflected in the table below:~~by reportable segment:


	Goodwill			Index			Analytics		All Other			Total
(in thousands)
Goodwill at December 31, 2014	$	1,564,904
Goodwill at December 31, 2015				$	1,210,366		$	302,551	$	52,704		$	1,565,621
Changes to goodwill⁽¹⁾					—			60		—			60
Foreign exchange translation adjustment		(3,052	)		(923	)		—		(572	)		(1,495	)

Goodwill at March 31, 2015	$	1,561,852

Goodwill at March 31, 2016					1,209,443			302,611		52,132			1,564,186

Amortization expense related to intangible assets for the three months ended March 31, 2016 and 2015 ~~and 2014~~ was ~~$11.7~~$11.8 million and ~~$11.3~~$11.7 million, respectively.

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


							As of
							March 31, 2016			December 31, 2015
Gross intangible assets:								(in thousands)
Customer relationships							$	361,746		$	361,746
Trademarks/trade names								223,382			223,382
Technology/software		22,580			26,598			202,203			199,889
Proprietary data		23,515			24,038			28,627			28,627
Covenant not to compete		600			713			1,225			1,225


Subtotal		421,257			434,963			817,183			814,869
Foreign exchange translation adjustment		(3,647	)		(1,335	)		(6,263	)		(4,867	)


Total gross intangible assets							$	810,920		$	810,002


Accumulated amortization:
Customer relationships							$	(149,386	)	$	(143,325	)
Trademarks/trade names								(96,354	)		(93,476	)
Technology/software								(177,462	)		(175,209	)
Proprietary data								(7,193	)		(6,698	)
Covenant not to compete								(818	)		(665	)


Subtotal								(431,213	)		(419,373	)
Foreign exchange translation adjustment								1,153			861


Total accumulated amortization							$	(430,060	)	$	(418,512	)


Net intangible assets:
Customer relationships							$	212,360		$	218,421
Trademarks/trade names								127,028			129,906
Technology/software								24,741			24,680
Proprietary data								21,434			21,929
Covenant not to compete								407			560


Subtotal								385,970			395,496
Foreign exchange translation adjustment								(5,110	)		(4,006	)


Total net intangible assets	$	417,610		$	433,628		$	380,860		$	391,490

The following table presents the estimated amortization expense for the remainder of ~~2015~~2016 and succeeding ~~years is presented below:~~years:


Years Ending December 31,	Amortization Expense		Amortization Expense
	(in thousands)		(in thousands)
Remainder 2015	$	35,020
2016		46,279
Remainder 2016			$	36,107
2017		41,013		43,493
2018		37,970		40,269
2019		36,609		38,227
2020				36,422
Thereafter		220,719		186,342


Total	$	417,610	$	380,860

Legal matters.From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material effect on its business, operating results, financial condition or cash flows.

Leases.The Company leases facilities under non-cancelable operating lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Rent expense for the three months ended March 31, 2016 and 2015 was $6.1 million and ~~2014 was~~ $6.8 million, ~~and $6.3 million,~~ respectively.

~~Return of capital.~~On December 13, 2012, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock beginning immediately and continuing through December 31, 2014 (the “2012 Repurchase Program”).

Prior to 2014, the Company repurchased an aggregate of $200.0 million worth of shares through multiple accelerated share repurchase (“ASR”) agreements under the 2012 Repurchase Program. On February 6, 2014, MSCI utilized the remaining $100.0 million repurchase authorization provided by the 2012 Repurchase Program.

On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock (the “2014 Repurchase Program”). On September 17, 2014, the Board of Directors increased the approval under the 2014 Repurchase Program from $300.0 million to $850.0 million. Share repurchases made pursuant to the 2014 Repurchase Program may take place through December 31, 2016 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, terminated or extended by the Board of Directors at any time without prior notice.

On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). On September 19, 2014, the Company paid $300.0 million in cash and received approximately 4.5 million shares of MSCI’s common stock under the September 2014 ASR Agreement. The total number of shares to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices

of MSCI’s common stock on each trading day during the repurchase period. This average price will be capped such that only under limited circumstances will MSCI be required to deliver shares or pay cash at settlement. The Company may also receive additional shares at or prior to maturity of the September 2014 ASR Agreement in May 2015.

The $300.0 million payment for the September 2014 ASR Program was initially split and recorded as a $210.0 million increase to “Treasury stock” and a $90.0 million decrease to “Additional paid in capital” on the Company’s Consolidated Statement of Financial Condition to reflect the initial estimate of the value of shares received.

~~Since the introduction of the initial 2012 Repurchase Program, the Company has paid $600.0 million and has received an aggregate of approximately 12.3 million shares under the programs.~~

On September 17, 2014, the Board of Directors approved a plan to initiate a regular quarterly cash dividend. We expect the initial annual dividend rate to be $0.72 per share. Subsequent to the initial approval of the regular quarterly cash dividend, the Board of Directors has since approved two quarterly dividend payments of $0.18 per share of common stock.

Long-term debt. On November 20, 2014, the Company completed its first private offering of $800.0 million in aggregate principal amount of 5.25% senior unsecured notes due 2024 (the ~~“Senior~~“2024 Senior Notes”) and also entered into a $200.0 million senior unsecured revolving credit agreement (the “2014 Revolving Credit Agreement”) by and among the Company, as borrower, certain of its subsidiaries, as guarantors (the “subsidiary guarantors”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Company used the net proceeds from the offering of the 2024 Senior Notes, together with cash on hand, to ~~prepay~~repay in full its then outstanding term loan indebtedness of $794.8 million.

On August 13, 2015, the Company completed its second private offering of $800.0 million ~~which bore interest at LIBOR plus a margin~~aggregate principal amount of ~~2.25%~~5.75% senior unsecured notes due 2025 (the “2025 Senior Notes”). The $789.5 million of net proceeds from the offering of the 2025 Senior Notes were allocated for general corporate purposes.

The 2024 Senior Notes are scheduled to mature and be paid in full on November 20, 2024. At any time prior to November 15, 2019, the Company may redeem all or part of the 2024 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2024 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2019, at redemption prices set forth in the ~~Indenture dated as of November 20, 2014, among~~indenture governing the ~~Company, the subsidiary guarantors and Wells Fargo Bank, National Association, as trustee.~~2024 Senior Notes. At any time prior to November 15, 2017, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.25% of the principal amount.

The 2014 Revolving Credit Agreement has an initial term of five years that may be extended, at the Company’s request, for two additional one year terms.

~~Interest on the~~The 2025 Senior Notes ~~accrues~~are scheduled to mature and be paid in full on August 15, 2025. At any time prior to August 15, 2020, the Company may redeem all or part of the 2025 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a ~~fixed rate~~redemption price equal to the sum of ~~5.25% per annum~~(i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and ~~is payable semiannually~~unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2025 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2020, at redemption prices set forth in ~~arrears~~the indenture governing the 2025 Senior Notes. At any time prior to August 15, 2018, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.75% of the principal amount.

Interest payments attributable to the 2024 Senior Notes are due on May 15 and November 15 of each ~~year, commencing~~year. The first interest payment was made on May 15, 2015. ~~The Company will make interest~~Interest payments attributable to ~~holders of record of~~ the 2025 Senior Notes are due on ~~the immediately preceding May 1~~February 15 and ~~November 1.~~August 15 of each year. The first interest payment was made on February 16, 2016.

Long-term debt ~~was $800.0 million~~ at ~~both~~ March 31, ~~2015 and~~2016 was $1,580 million, net of $20.0 million in deferred financing fees. Long-term debt at December 31, ~~2014.~~2015 was $1,579.4 million, net of $20.6 million in deferred financing fees.

In connection with the closing of the 2024 Senior Notes ~~offering~~and 2025 Senior Notes offerings and entering into the 2014 Revolving Credit Agreement, the Company paid certain fees which, together with the existing fees related to prior credit facilities, are being amortized over the ~~life of the Senior Notes and the 2014 Revolving Credit Agreement.~~related lives. At March 31, ~~2015, $14.2~~2016, $22.2 million of the deferred financing fees remain unamortized, ~~$1.8~~$0.6 million of which isare included in “Prepaid and other ~~assets” and $12.4~~assets,” $1.6 million of which isare included in “Other non-current assets” and $20.0 million of which are grouped and presented as part of “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

The Company amortized $0.7 million and $0.4 million of deferred financing fees in interest expense during ~~each of~~ the three months ended March 31, 2016 and 2015, ~~and 2014. Approximately $0.1 million of debt discount was amortized in interest expense during the three months ended March 31, 2014. There was no debt discount outstanding as of March 31, 2015.~~respectively.

At March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the fair market value of the Company’s debt obligations was ~~$828.0~~$1,671.0 million and ~~$831.0~~$1,638.0 million, respectively. The fair market value is determined in accordance with accounting standards related to the determination of fair value and represents Level 2 valuations, which are based on one or more quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly. 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.

Derivatives and Hedging Activities.The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments.

Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency.

Non-designated Hedges of Foreign Exchange Risk. Derivatives not designated as hedges are not speculative and are used to manage the Company’s economic exposure to foreign exchange rate movements but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of March 31, ~~2015,~~2016, the Company had outstanding foreign currency forwards with a notional amount of ~~$32.2~~$22.5 million that were not designated as hedges in qualifying hedging relationships.

The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition:


									Unaudited Condensed Consolidated Statements of	As of
(in thousands)	Unaudited Condensed Consolidated Statements of Financial Condition Location		As of March 31, 2015			As of December 31, 2014			Financial Condition Location	March 31, 2016			December 31, 2015
Non-designated hedging instruments:
Asset derivatives:
Foreign exchange contracts		Prepaid and other assets	$	602			—		Prepaid and other assets	$	—		$	640
Liability derivatives:
Foreign exchange contracts		Other accrued liabilities	$	(57	)	$	(243	)	Other accrued liabilities	$	(138	)	$	(2	)

The Company’s foreign exchange forward contracts ~~were classified within~~represent Level 2 valuations, as they were valued using pricing models that took into account the contract terms as well as multiple observable inputs where applicable, such as prevailing spot rates and forward points.

The following ~~tables present~~table presents the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of ~~Income~~Income:

Return of capital. On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock, which was increased to $850.0 million on September 17, 2014 (the “2014 Repurchase Program”). On October 14, 2015, the Company exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program.

On October 28, 2015, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of MSCI’s common stock (the “2015 Repurchase Program”). Share repurchases made pursuant to the 2015 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.

On June 2, 2015, the Company began purchasing shares of its common stock on the open market in accordance with SEC Rule 10b5-1. Through December 31, 2015, the Company paid $670.8 million to receive approximately 10.7 million shares pursuant to open market repurchases under the 2014 Repurchase Program and the 2015 Repurchase Program at an average purchase price of $62.63 per share.

For the three months ended March 31, 2016, the Company paid $333.3 million to receive approximately 4.9 million shares at an average purchase price of $68.45 per share under the 2015 Repurchase Program.

Since 2012 and through March 31, 2016, approximately $1.7 billion has been returned through share repurchases and payment of cash dividends.

The following table presents cash dividends declared, deferred and distributed per common share for the periods indicated:

The following table presents activity related to shares of common stock issued and repurchased for the periods indicated:

The Company’s provision for income taxes was ~~$28.0~~$30.4 million and ~~$26.4~~$28.0 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. These amounts reflect effective tax rates of ~~36.1%~~33.5% and ~~35.9%~~36.1% for the three months ended March 31, 2016 and 2015, ~~and 2014,~~ respectively. The reduction in the effective tax rate is primarily due to higher income generated in lower tax jurisdictions.

The Company is under examination by the ~~Internal Revenue Service~~IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as India, and states in which the Company has significant business operations, such as New York. The tax years currently under examination vary by jurisdiction but include years ranging from ~~2005~~2004 through ~~2014.~~2015. As a result of having previously been a member of the Morgan Stanley consolidated group, the Company may have future settlements with Morgan Stanley related to the ultimate disposition of their New York State and New York City examination relating to the tax years 2007 ~~through~~and 2008 and their IRS examination relating to the tax years 2006 through 2008. The Company does not believe it has any material exposure to the New York State and New York City ~~examination.~~examinations. Additionally, the Company believes it has adequate reserves for any tax issues that may arise out of the IRS examination relating to the tax years 2006 through 2008 and therefore does not believe any related settlement with Morgan Stanley will have a material impact.

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. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months.

ASC Subtopic 280-10,“Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision ~~maker, or CODM,~~makers (“CODM”) in deciding how to allocate resources and ~~in assessing~~assess performance. MSCI’s Chief Executive Officer and Chief Operating Officer, who istogether are considered to be its CODM, ~~reviews~~review financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.

~~MSCI operates~~The CODM measures and ~~reports~~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: income (loss) from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and certain transactions or adjustments that the CODM does not primarily 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 Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate segment adjusted EBITDA in the same fashion.

Revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are allocated based upon various methodologies, including time estimates, headcount, sales targets, data center consumption and other relevant usage measures. Due to the integrated structure of our business, certain costs incurred by one segment may benefit other segments. A segment may use the content and data produced by another segment without incurring an arm’s-length intersegment charge.

The CODM does not review any information regarding total assets on an operating segment basis. Operating segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for MSCI as a ~~single business segment.~~whole.

The Index operating segment is a provider of investment decision support tools, including equity indexes and equity index benchmarks. The products are used in many areas of the investment process, including portfolio construction and rebalancing, asset allocation, performance benchmarking and attribution, regulatory and client reporting and index-linked investment product creation.

The Analytics operating segment consists of products and services used for portfolio construction, risk management and reporting. The products enable institutional investors to monitor, analyze and report on the risk and return of investments across a variety of asset classes. They are based on proprietary, integrated fundamental multi-factor risk models, value-at-risk methodologies, performance attribution frameworks and asset valuation models. In addition, the Analytics segment includes products that help investors value, model and hedge physical assets and derivatives across a number of market segments, including energy and commodity assets.

The ESG operating segment offers products institutional investors use for assessing risks and opportunities arising from environmental, social and governance issues. ESG tools are used to evaluate both individual securities and investment portfolios.

The Real Estate operating segment is a provider of real estate performance analysis for funds, investors, managers, lenders and occupiers. It provides index products and offers services that include research, reporting and benchmarking.

The operating segments of ESG and Real Estate do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other segment for disclosure purposes.

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

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

Revenue by geography is based on the shipping address of the ~~customer.~~ultimate customer utilizing the product. The following table ~~sets forth~~presents revenue for the periods indicated by geographic area:


Revenues	Three Months Ended March 31,
Revenues					Three Months Ended March 31,
Revenues	2015		2014		2016		2015
Revenues	(in thousands)				(in thousands)
Americas:
United States	$	125,616	$	110,832	$	137,645	$	125,616
Other		9,855		9,427		10,582		9,855


Total Americas		135,471		120,259		148,227		135,471

EMEA:

Europe, the Middle East and Africa (“EMEA”):
United Kingdom		40,241		37,476		42,610		40,241
Other		54,929		51,128		53,439		54,929


Total EMEA		95,170		88,604		96,049		95,170


Asia & Australia:
Japan		11,602		11,960		12,640		11,602
Other		20,526		18,865		21,912		20,526


Total Asia & Australia		32,128		30,825		34,552		32,128


Total	$	262,769	$	239,688	$	278,828	$	262,769

Long-lived assets consist of property, equipment, leasehold improvements, goodwill and intangible assets, net of accumulated depreciation and amortization.

The following table ~~sets forth~~presents long-lived assets on the dates indicated by geographic area:


	As of
	March 31, 2016		December 31, 2015
Long-lived assets	(in thousands)
Americas:
United States	$	1,905,066	$	1,916,689
Other		2,171		2,279


Total Americas		1,907,237		1,918,968


EMEA:
United Kingdom		106,851		110,261
Other		17,564		16,849


Total EMEA		124,415		127,110


Asia & Australia:
Japan		540		570
Other		8,861		9,389


Total Asia & Australia		9,401		9,959


Total	$	2,041,053	$	2,056,037

On April ~~29, 2015,~~27, 2016, the Board of Directors declared a cash dividend of ~~$0.18~~$0.22 per share for second quarter ~~2015.~~2016. The second quarter ~~2015~~2016 dividend is payable on May ~~29, 2015~~27, 2016 to shareholders of record as of the close of trading on May ~~15, 2015.~~13, 2016.

We have reviewed the accompanying condensed consolidated statement of financial condition of MSCI Inc. and its subsidiaries as of March 31, ~~2015,~~2016, and the related condensed consolidated statements of income and of comprehensive income for the three-month periods ended March 31, ~~2015~~2016 and March 31, ~~2014~~2015 and the condensed consolidated statements of cash flows for the three-month periods ended March 31, ~~2015~~2016 and March 31, ~~2014.~~2015. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition as of December 31, 2014, and the related consolidated statements of income and of comprehensive income, and of shareholder’s equity and of cash flows for the year then ended (not presented herein), and in our report dated February 27, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet information as of December 31, 2014 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition as of December 31, 2015, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for the year then ended (not presented herein), and in our report dated February 26, 2016, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition information as of December 31, 2015, is fairly stated in all material respects in relation to the consolidated statement of financial condition from which it has been derived.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K ~~as amended,~~ for the fiscal year ended December 31, ~~2014~~2015 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A.—Risk Factors,” in ~~the~~our Form 10-K.

Except as the context otherwise indicates, the terms “MSCI,” the “Company,” “we,” “our” and “us” refer to MSCI Inc. together with its subsidiaries.

~~For more than 40 years, our research-based models and methodologies have helped the world’s leading investors build and manage better portfolios. We believe clients rely on our products~~MSCI offers content, applications and services ~~for deeper insights into~~to support the ~~drivers~~needs of ~~performance and risk in their portfolios, broad asset class coverage and innovative research and can use our products to help design and implement~~institutional investors throughout their investment strategies. Our line of products and services includes indexes, analytical tools, data, real estate benchmarks and environmental, social and governance (“ESG”) research. We serve 98 of the top 100 global asset managers, according to the most recent P&I ranking. Our products and services address multiple markets, asset classes and geographies and are sold to a diverse client base, includingprocesses. MSCI clients include asset owners, such as pension funds, endowments, foundations, central banks, family offices and insurance companies; ~~institutional and retail~~ asset ~~managers,~~management firms, such as ~~managers of pension assets,~~ mutual funds, ~~exchange traded~~hedge funds, providers of exchange-traded funds (“ETFs”)~~, real estate, hedge funds and~~; private ~~wealth;~~wealth managers; and financial intermediaries, such as banks, broker-dealers, exchanges, custodians, trust companies and investment consultants.

Our products and services include indexes and analytical models; ratings and analysis that enable institutional investors to integrate environmental, social and governance (“ESG”) factors into their investment strategies; and analysis of real estate in both privately and publicly owned portfolios. Clients use our content and applications to help construct portfolios and allocate assets. Our analytical tools help them measure and manage risk across all major asset classes. MSCI products and services can also be customized to meet the specific needs of our clients. As of March 31, ~~2015,~~2016, we had approximately ~~6,700~~6,400 clients across 83 countries. To calculate the number of clients, we may count certain affiliates, user locations, or business units within a single organization as separate clients. If we aggregate all related clients under their respective parent entity, the number of clients would be approximately 3,850, as of March 31, 2016. We had offices in 3735 cities in 2322 countries to help serve our diverse client base, with ~~51.6%~~53.2% of our revenues coming from clients in the Americas, ~~36.2%~~34.4% in Europe, the Middle East and Africa (“EMEA”) and ~~12.2%~~12.4% in Asia and Australia.

Our principal ~~sales~~business model is to license annual, recurring subscriptions to our products and services for use at specified locations, often by a given number of users or for a certain volume of services, for an annual fee paid up-front. Additionally, our recurring subscriptions include our managed services offering, whereby we oversee the production of risk and performance reports on behalf of our clients. Fees attributable to annual, recurring subscriptions are recorded as deferred revenues on our Unaudited Condensed Consolidated Statement of Financial Condition and are recognized on our Unaudited Condensed Consolidated Statement of Income as the service is rendered. ~~Additionally,~~Furthermore, a portion of our revenues comes from clients who use our indexes as the basis for index-linked investment products such as ETFs or as the basis for passively managed funds and separate accounts. These clients commonly pay us a license fee for the use of our intellectual property based on the investment product’s assets. We also generate ~~a limited amount of our~~ revenues from certain exchanges that use our indexes as the basis for futures and options contracts and pay us a license fee for the use of our intellectual property based on their volume of trades. In addition, we generate revenues from subscription agreements for the receipt of periodic ~~benchmarks~~benchmark reports, digests and other publications, which are most often associated with our real estate products that are recognized upon delivery of such reports or data updates. We also receive revenues from one-time fees related to certain implementation services, historical or customized reports, advisory and consulting services and from certain products and services that are designed for one-time usage.

In evaluating our financial performance, we focus on revenue and profit growth, including GAAP and non-GAAP measures, for the Company ~~in total~~as a whole and by ~~product category as well as~~ operating ~~profit growth.~~segment. In addition, we focus on operating metrics, including Run ~~Rates~~Rate, subscription sales and ~~retention rates~~Aggregate Retention Rate to manage the business. Our business is not highly capital intensive and, as such, we expect to continue to convert a high percentage of our ~~operating~~ profits into excess cash in the future. Our ~~revenue~~ growth strategy includes: (a) expanding and deepening our relationships with investment institutions worldwide; (b) developing new and enhancing existing product offerings, including combining existing product features or data derived from our products to create new products; and (c) ~~actively~~ seeking to acquire products, technologies and companies that will enhance, complement or expand our client base and ~~our~~ product offerings.

~~To maintain and accelerate our revenue and operating income growth, in recent years~~In the discussion that follows, we ~~have significantly invested in and expanded our operating functions and infrastructure, including additional product management, sales and client support staff and facilities in locations around~~provide certain variances excluding the ~~world and additional staff and supporting technology for our research and our data operations and technology functions (the “Enhanced Investment Program”).~~

~~The purpose~~impact of ~~this Enhanced Investment Program was to maximize our medium-term revenue and operating income growth, while at~~foreign currency exchange rate fluctuations. Foreign currency exchange rate fluctuations reflect the ~~same time ensuring that MSCI would remain a leading provider of investment decision support tools into~~difference between the future. As a result, the rate of growth of our investments had, in recent years, exceeded that of our revenues, which had slowed the growth of, or even reduced, our operating profit. For example, for the year ended December 31, 2014, our revenues grew by 9.1% but our operating income decreased by 0.9%current period results as reported compared to the ~~year ended December 31, 2013 due,~~current period results recalculated using the foreign currency exchange rates in part, to increased investment in our business. We have completed our Enhanced Investment Program and have achieved operating margin expansion in first quarter 2015. We expect margin expansion to continue throughout 2015, exclusive of any non-recurring charges we may incur.effect for the comparable prior period.

On December 13, 2012, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock beginning immediately and continuing through December 31, 2014 (the “2012 Repurchase Program”).

~~On February 6, 2014, MSCI utilized the remaining $100.0 million repurchase authorization provided by the 2012 Repurchase Program.~~

On February 4, 2014, our Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of our common stock, which was subsequently increased to $850.0 million (the “2014 Repurchase Program”). On October 14, 2015, we exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program.

On October 28, 2015, our Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of our common stock (the “2015 Repurchase Program”). Share repurchases made pursuant to the ~~2014~~2015 Repurchase Program may take place ~~through December 31, 2016~~ 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 our Board of Directors at any time without prior notice.

On September 18, 2014, as part of the 2014 Repurchase Program, ~~the Company~~we entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). OnAs a result of the September ~~19,~~ 2014 ASR Agreement, we ~~paid $300.0 million in cash and~~ received approximately 4.5 million shares of ~~MSCI’s~~our common ~~stock. The total number of~~stock on September 19, 2014 and approximately 1.2 million shares ~~to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices~~ of our common stock on ~~each trading day during the repurchase period. This~~May 21, 2015 for a combined average price ~~will be capped such that only~~of $52.79 per share.

On June 2, 2015, we began purchasing shares of our common stock in the open market in accordance with SEC Rule 10b5-1. Through December 31, 2015, we paid $670.8 million to receive approximately 10.7 million shares of our common stock pursuant to open market repurchases under ~~limited circumstances will~~the 2014 Repurchase Program and the 2015 Repurchase Program.

For the three months ended March 31, 2016, we ~~be required~~paid $333.3 million to ~~deliver~~receive approximately 4.9 million shares ~~or pay cash at settlement. We may also receive additional shares at or prior to maturity~~as part of the ~~September 2014 ASR Agreement in May 2015.~~2015 Repurchase Program at an average purchase price of $68.45 per share.

Since 2012 and through March 31, 2016, approximately $1.7 billion has been returned through share repurchases and the ~~introduction~~payment of ~~the initial 2012 Repurchase Program, the Company has paid $600.0 million and has received an aggregate of approximately 12.3 million shares under the programs.~~cash dividends.

~~These share repurchase programs have effectively decreased the~~The weighted average shares outstanding used in calculating our basic and diluted earnings per ~~share.~~share decreased by 11.9% for the three months ended March 31, 2016, reflecting the impact of the share repurchase programs, partially offset by the impact of restricted stock units and stock options converting to shares.

On August 13, 2015, we completed a private offering of $800.0 million aggregate principal amount of 5.75% Senior Notes due 2025 (the “2025 Senior Notes”) and received $789.5 million, net of $10.5 million of debt issuance costs. As a result of this offering, our interest expense for the current period has increased, with the annual interest expense expected to be approximately $91.5 million.

The discussion of our results of operations for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 are presented below. The results of operations for interim periods may not be indicative of future results.

Three Months Ended March 31, ~~2015~~2016 Compared to the Three Months Ended March 31, ~~2014~~2015

The following table presents the results of operations for the periods indicated:


Operating income		113,141		88,742			24,399	27.5	%
Other expense (income), net		22,364		11,082			11,282	101.8	%

Income from continuing operations before provision for income taxes		90,777		77,660			13,117	16.9	%
Provision for income taxes		30,410		28,036			2,374	8.5	%

Income from continuing operations		60,367		49,624			10,743	21.6	%
Income (loss) from discontinued operations, net of income taxes		—		(5,797	)		5,797	(100.0	%)

Net income	$	60,367	$	43,827		$	16,540	37.7	%



Earnings per basic common share:
From continuing operations	$	0.61	$	0.44		$	0.17	38.6	%
From discontinued operations		—		(0.05	)		0.05	(100.0	%)

Earnings per basic common share	$	0.61	$	0.39		$	0.22	56.4	%



Earnings per diluted common share:
From continuing operations	$	0.60	$	0.44		$	0.16	36.4	%
From discontinued operations		—		(0.05	)		0.05	(100.0	%)

Earnings per diluted common share	$	0.60	$	0.39		$	0.21	53.8	%



Operating margin		40.6%		33.8%

Our revenues are grouped ~~into~~by the following ~~two~~types: recurring subscription, asset-based fees and non-recurring revenues. We also group revenues by major product ~~categories:~~

The following table ~~summarizes~~presents operating revenues by ~~product category~~type for the periods indicated:

Our performance products primarily consist of equity and real estate index subscriptions, equity index asset-based fees products and real estate and ESG products. Our performance products are used for performance benchmarking and attribution, index-linked investment product creation, the assessment of corporate management of ESG risks and opportunities, investment manager selection and investment research. We deriveTotal operating revenues ~~from our performance products through index data and ESG subscriptions, fees based on assets in investment products linked~~grew 6.1% to our indexes and non-recurring licenses of our historical index data. We also generate a limited amount of revenues based on the trading volume of futures and options contracts linked to our indexes. Revenues related to performance products increased $17.7 million, or 12.8%, to $155.9$278.8 million for the three months ended March 31, ~~2015~~2016 compared to ~~$138.2~~$262.8 million for the three months ended March 31, ~~2014.~~2015.

~~Subscription revenues~~Revenues from ~~the performance products were up 13.0%~~recurring subscription increased 6.1% to ~~$110.0~~$225.3 million for the three months ended March 31, ~~2015~~2016 compared to ~~$97.3~~$212.3 million for the three months ended March 31, ~~2014. Excluding~~2015. Overall, year-over-year revenue growth was negatively impacted by several factors, including market volatility in the ~~impact of the acquisition of GMI Ratings, subscription revenues grew by 11.2%. The increase was primarily driven by~~quarter, which reduced growth in ~~revenues~~average assets under management (“AUM”) linked to MSCI indexes, and the timing of revenue recognition on deals in Analytics, which drove Run Rate higher by 7.0% but did not yet have a significant impact on revenues.

~~Asset-based fee revenues attributable~~asset-based fees increased 6.1% to ~~performance products increased $5.0~~$48.7 million ~~or 12.2%,~~for the three months ended March 31, 2016 compared to $45.9 million for the three months ended March 31, ~~2015 compared to $40.9 million for the three months ended March 31, 2014.~~2015. The 6.1% increase in asset-based fees was primarily driven by anhigher revenues from non-ETF institutional passive funds, strong increases in futures and options contracts linked to MSCI indexes and a slight increase ~~of $61.7 billion, or 18.7%,~~ in ~~the~~revenue from ETFs linked to MSCI indexes. The 3.9% increase in average ~~value of assets under management (“AUM”)~~AUM in ETFs linked to MSCI ~~indexes. Higher trading volumes~~indexes was mostly offset by lower average basis point fees, primarily due to changes in ~~futures and options contracts based on MSCI indexes and growth~~the product mix. Approximately two-thirds of the underlying securities included in ~~assets from non-ETF passive funds also contributed to~~ the ~~increase.~~AUM of our index-linked investment products are denominated in currencies other than the U.S. dollar.

The following table presents the value of assets in ETFs linked to MSCI equity indexes was $418.0 billion, up $77.2 billion, or 22.7%, from $340.8 billion as of March 31, 2014. Of the $418.0 billion of assets in ETFs linked to MSCI equity indexes as of March 31, 2015, 54.4% were linked to indexes related to developed markets outside of the U.S., 21.1% were linked to emerging market indexes, 19.3% were linked to U.S. market indexes and 5.2% were linked to other global indexes.

~~The following table sets forth the value of assets~~AUM in ETFs linked to MSCI indexes and the sequential change of such assets as of the end of each of the periods indicated:


	Period Ended												Period Ended⁽¹⁾
(in billions)	March 31, 2014		June 30, 2014		September 30, 2014			December 31, 2014			March 31, 2015		March 31, 2015		June 30, 2015			September 30, 2015			December 31, 2015		March 31, 2016
AUM in ETFs linked to MSCI Indexes(2)	$	340.8	$	378.7	$	377.9		$	373.3		$	418.0	$	418.0	$	435.4		$	390.2		$	433.4	$	438.3

Sequential Change in Value
Market Appreciation/(Depreciation)	$	1.3	$	15.2	$	(17.2	)	$	(8.3	)	$	13.0	$	13.0	$	(6.9	)	$	(48.2	)	$	14.5	$	(1.7	)
Cash Inflow/(Outflow)		6.6		22.7		16.4			3.7			31.7

Cash Inflows														31.7		24.3			3.0			28.7		6.6

Total Change	$	7.9	$	37.9	$	(0.8	)	$	(4.6	)	$	44.7	$	44.7	$	17.4		$	(45.2	)	$	43.2	$	4.9



Source: Bloomberg and MSCI

~~Source: Bloomberg~~As of March 31, 2016, the value of AUM in ETFs linked to MSCI equity indexes was $438.3 billion, up $20.3 billion, or 4.9%, from $418.0 billion as of March 31, 2015. Of the $438.3 billion of AUM in ETFs linked to MSCI equity indexes as of March 31, 2016, 54.6% were linked to developed markets outside of the U.S., 21.5% were linked to U.S. market indexes, 19.2% were linked to emerging market indexes and ~~MSCI~~4.7% were linked to other global indexes.

The following table ~~sets forth~~presents the average value of ~~assets~~AUM in ETFs linked to MSCI indexes for the periods indicated:


											Quarterly Average

	Quarterly Average										2015								2016
	2014								2015
(in billions)	March		June		September		December		March		March		June		September		December		March
AUM in ETFs linked to MSCI Indexes	$	330.8	$	359.6	$	385.9	$	373.6	$	392.5	$	392.5	$	441.4	$	418.2	$	423.3	$	407.9

Source: Bloomberg and MSCI

~~Source: Bloomberg~~Non-recurring revenues increased 4.1% to $4.8 million for the three months ended March 31, 2016, compared to $4.6 million for the three months ended March 31, 2015, primarily resulting from higher one-time sales of Analytics products and ~~MSCI~~Real Estate products within our All Other segment, offset, in part, by lower one-time Index sales.

The ~~historical values~~following table presents operating revenues by reportable segment and revenue type for the periods indicated:



All Other
Recurring subscription		23,063		21,792		1,271	5.8	%
Non-recurring		889		578		311	53.8	%

All Other total		23,952		22,370		1,582	7.1	%


Total operating revenues	$	278,828	$	262,769	$	16,059	6.1	%

Refer to the section that follows titled, “Segment Results” for further discussion of segment revenues.

Costs are assigned to these activity categories based on the nature of the expense or, when not directly attributable, an estimated allocation based on the type of effort involved.

The following table presents operating expenses by activity category for the periods indicated:

Operating expenses decreased 4.8% to $165.7 million for the three months ended March 31, 2016 compared to $174.0 million for the three months ended March 31, 2015, reflecting strong overall expense management and the ongoing improvement of our Analytics segment. In addition, the three months ended March 31, 2015 was higher by $3.4 million due to a non-cash charge recorded within R&D. Adjusting for the impact of foreign currency exchange rate fluctuations, operating expenses would have decreased 2.6% for the three months ended March 31, 2016 compared to the three months ended March 31, 2015.

Cost of revenues consists of costs related to the production and servicing of our products and services and primarily includes related information technology costs, including data center, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support, maintain and rebalance existing products; costs of product management teams;

costs of client service and consultant teams to support customer needs; and other support costs directly attributable to the cost of revenues, including certain human resources, finance and legal costs. Cost of revenues decreased 9.6% to $63.2 million for the three months ended March 31, 2016 compared to $69.9 million for the three months ended March 31, 2015, primarily driven by strong expense management, particularly in our Analytics segment, as reflected by lower compensation and benefits costs associated with lower staffing levels and severance as well as a decrease primarily in non-compensation occupancy costs.

Selling and marketing consists of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales force and marketing teams, as well as costs incurred in other groups associated with acquiring new business, including product management, research, technology and sales operations. Selling and marketing expenses were $41.7 million and $41.6 million for the three months ended March 31, 2016 and 2015, respectively.

R&D consists of the costs to develop new, or to enhance existing, products and the costs to develop new or improved technology and service platforms for the delivery of our products and services and primarily includes the costs of application development, research, product management, project management and the technology support associated with these efforts. R&D expenses decreased 18.4% to $18.9 million for the three months ended March 31, 2016 compared to $23.2 million for the three months ended March 31, 2015, primarily due to a non-cash charge of $3.4 million related to the termination of a technology project in the Analytics segment recognized during the three months ended March 31, 2015. While R&D costs were down, we continue to invest in the key areas driving our growth strategy.

G&A consists of costs primarily related to finance operations, human resources, the office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service. G&A expenses increased 7.4% to $21.9 million for the three months ended March 31, 2016 compared to $20.4 million for the three months ended March 31, 2015, primarily driven by higher compensation and benefits costs, mainly related to severance, and an increase in non-compensation costs, primarily related to recruiting and other expenses.

The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:

Compensation and benefits costs are our most significant expense and typically represent more than 60% of operating expenses or more than 70% of Adjusted EBITDA expenses. We had 2,746 and 2,889 employees as of March 31, 2016 and 2015, respectively. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefit expenses. As of March 31, 2016, 53.5% of our employees were located in emerging market centers compared to 50.9% as of March 31, 2015.

Compensation and benefits expenses decreased 7.5% to $106.8 million for the three months ended March 31, 2016 compared to $115.5 million for the three months ended March 31, 2015, driven by a decrease in headcount across several areas, primarily in technology and client coverage, as well as a non-cash charge of $2.9 million related to the termination of a technology project in the Analytics segment recognized during the three months ended March 31, 2015.

Non-compensation expenses decreased 1.8% to $38.9 million for the three months ended March 31, 2016 compared to $39.6 million for the three months ended March 31, 2015, primarily driven by a decrease in occupancy and information technology costs as well as a non-cash charge of $0.5 million related to the termination of a technology project in the Analytics segment recognized during the three months ended March 31, 2015. The decrease in non-compensation expenses was partially offset by increases in costs primarily related to recruiting, market data and other expense items.

Amortization of intangible assets expense increased 1.2% to $11.8 million for the three months ended March 31, 2016 compared to $11.7 million for the three months ended March 31, 2015.

Depreciation and Amortization of Property, Equipment and Leasehold Improvements

Depreciation and amortization of property, equipment and leasehold improvements increased 13.3% to $8.2 million for the three months ended March 31, 2016 compared to $7.2 million for the three months ended March 31, 2015, primarily reflecting higher depreciation of investments made in our information technology infrastructure.

Other expense (income), net increased 101.8% to $22.4 million for the three months ended March 31, 2016 compared to $11.1 million for the three months ended March 31, 2015, primarily driven by $11.8 million of higher interest expense resulting from the increased level of indebtedness.

The provision for income tax expense increased 8.5% to $30.4 million for the three months ended March 31, 2016 compared to $28.0 million for the three months ended March 31, 2015. These amounts reflect effective tax rates of 33.5% and 36.1% for the three months ended March 31, 2016 and 2015, respectively. The decrease in the effective tax rate was primarily driven by efforts to better align our tax profile with our global operating footprint.

“Adjusted EBITDA,” a measure used by management to assess operating performance, is defined as net income before income (loss) from discontinued operations, net of income taxes, plus 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.

“Adjusted EBITDA expenses,” another measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets.

The Company believes Adjusted EBTIDA and Adjusted EBTIDA expenses are important measures because they highlight operating trends from continuing operations while excluding costs that are more fixed or are one-time, unusual or non-recurring in nature. All companies do not calculate adjusted EBITDA and adjusted EBITDA expenses in the same way. These measures can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company’s computation of the Adjusted EBITDA and Adjusted EBITDA expenses measures may not be comparable to similarly titled measures computed by other companies.

The following table presents the calculation of Adjusted EBITDA for the periods indicated:

Adjusted EBITDA increased 23.7% to $133.1 million for the three months ended March 31, 2016 compared to $107.7 million for the three months ended March 31, 2015. Adjusted EBITDA margin increased to 47.8% for the three months ended March 31, 2016 compared to 41.0% for the three months ended March 31, 2015. The improvement in margin reflects solid growth in operating revenues, primarily attributable to growth in Index recurring subscription revenues, combined with lower Adjusted EBITDA expenses, reflecting strong expense management.

Reconciliation of Adjusted EBITDA to Net Income and Adjusted EBITDA Expenses to Operating Expenses

The following table presents the reconciliation of Adjusted EBITDA to net income for the periods indicated:

The following table presents the reconciliation of Adjusted EBITDA expenses to operating expenses for the periods indicated:

The discussion of our segment results for the three months ended March 31, 2016 and 2015 is presented below.

The following table presents the results for the Index segment for the periods indicated:

Revenues related to Index products increased 8.3% to $144.6 million for the three months ended March 31, 2016 compared to $133.6 million for the three months ended March 31, 2015.

Recurring subscription revenues were up 10.1% to $93.6 million for the three months ended March 31, 2016 compared to $85.1 million for the three months ended March 31, 2015. The increase was primarily driven by growth in benchmark and data products, including strong growth in revenue from Developed Market and Emerging Market small cap modules and custom, factor, thematic and ESG-based products.

Revenues from asset-based fees increased 6.1% to $48.7 million for the three months ended March 31, 2016 compared to $45.9 million for the three months ended March 31, 2015. The increase was primarily driven by higher revenues from non-ETF institutional passive funds, strong increases in futures and options contracts linked to MSCI indexes and a slight increase in revenue from ETFs linked to ~~our indexes as~~MSCI indexes.

Index segment Adjusted EBITDA expenses increased 10.0% to $44.6 million for the three months ended March 31, 2016 compared to $40.5 million for the three months ended March 31, 2015, primarily reflecting higher compensation and benefits costs mainly within the selling and marketing, R&D and G&A areas. Adjusting for the impact of foreign currency exchange rate fluctuations, Adjusted EBITDA expenses would have increased 13.1% for the ~~last day of~~three months ended March 31, 2016 compared to the ~~month and~~three months ended March 31, 2015.

The following table presents the ~~monthly average balance can be found under~~results for the ~~link “AUM in ETFs Linked to MSCI Indexes” on our website at http://ir.msci.com. This information is updated on~~Analytics segment for the ~~second U.S. business day of each month. Information contained on our website is not incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed by us with the SEC.~~periods indicated:

Our ~~analytics products, which consist of risk management analytics and portfolio management analytics products,~~Analytics segment revenues increased ~~$5.4~~3.2% to $110.3 million ~~or 5.3%,~~for the three months ended March 31, 2016 compared to $106.8 million for the three months ended March 31, 2015, ~~compared~~primarily driven by higher recurring subscription revenues from our RiskManager, equity models, WealthBench and InvestorForce products, partially offset by lower recurring subscription revenues from our BarraOne products.

Analytics segment Adjusted EBITDA expenses decreased 13.9% to ~~$101.4~~$79.9 million for the three months ended March 31, ~~2014.~~

~~Our risk management analytics products offer risk and performance assessment frameworks for managing and monitoring investments in organizations globally. These products allow clients~~2016 compared to analyze investments in a variety of asset classes and are based on our proprietary integrated fundamental multi-factor risk models, value-at-risk methodologies, performance attribution frameworks and asset valuation models. We also offer products for monitoring, analyzing and reporting on institutional assets. Additionally, we provide products consisting of software applications which help users value, model and hedge physical assets and derivatives across a number of market segments including energy and commodity assets.

~~Revenues related to risk management analytics products increased $4.9 million, or 6.5%, to $80.5~~$92.8 million for the three months ended March 31, 2015, primarily driven by lower compensation and benefits costs, reflecting lower staffing levels, a non-cash charge of $3.4 million related to the termination of a technology project recognized during the three months ended March 31, 2015, as well as lower non-compensation costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Adjusted EBITDA expenses would have decreased 12.1% for the three months ended March 31, 2016 compared to ~~$75.6~~the three months ended March 31, 2015.

The following table presents the results for the All Other segment for the periods indicated:

All Other segment revenues increased 7.1% to $24.0 million for the three months ended March 31, ~~2014. The increase in risk management analytics revenues was due~~2016 compared to ~~higher revenues from our RiskManager, BarraOne, HedgePlatform and InvestorForce products.~~

~~Our portfolio management analytics products consist primarily of equity portfolio analytics tools. Revenues related to portfolio management analytics products increased 1.9% to $26.4~~$22.4 million for the three months ended March 31, 2015, primarily driven by higher recurring subscription revenues from ESG products, which grew 20.5%, partially offset by lower recurring subscription revenues from Real Estate products, which declined 4.1%. Adjusting for the impact of foreign currency exchange rate fluctuations, Real Estate products would have increased 0.9% and the All Other segment would have increased 9.0% for the three months ended March 31, 2016 compared to ~~$25.9~~the three months ended March 31, 2015.

All Other segment Adjusted EBITDA expenses decreased 2.9% to $21.2 million for the three months ended March 31, ~~2014. The increase was~~2016 compared to $21.9 million for the three months ended March 31, 2015, primarily driven by ~~sales~~lower compensation and benefits costs attributable to Real Estate operations. Adjusting for the impact of ~~new equity models.~~foreign currency exchange rate fluctuations, Adjusted EBITDA expenses would have increased 0.6% for the three months ended March 31, 2016 compared to the three months ended March 31, 2015.

At the end of any period, we generally have subscription and investment product license agreements in place for a large portion of total revenues for the following 12 months. We measure the fees related to these agreements and refer to this as “Run Rate.” The Run Rate at a particular point in time primarily represents the forward-looking revenues for the next 12 months from ~~all~~then-current subscriptions and investment product licenses we ~~then~~ provide to our clients under renewable contracts or agreements assuming all contracts or agreements that come up for renewal are renewed and assuming then-current currency exchange rates. For any license where fees are linked to an investment product’s assets or trading volume, the Run Rate calculation reflects, for ~~ETF fees,~~ETFs, the market value on the last trading day of the period, ~~and~~ for ~~non-ETF funds and~~ futures and options, the most recent ~~periodic fee earned~~quarterly volumes and for non-ETF funds, the most recent client reported assets under such license or subscription. The Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we remove from the Run Rate the fees associated with any subscription or investment product license agreement with respect to which we have received a notice of termination or non-renewal during the period and determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date.

Because the Run Rate represents potential future revenues, there is typically a delayed impact on our operating revenues from changes in our Run Rate. In addition, the actual amount of revenues we will realize over the following 12 months will differ from the Run Rate because of:

The following table ~~sets forth~~presents the Run Rates as of the dates indicated and the growth percentages over the periods indicated:


	As of
	March 31, 2016		March 31, 2015		December 31, 2015		Year-Over-Year Comparison			Sequential Comparison
	(in thousands)
Index:
Recurring subscription	$	378,622	$	344,452	$	368,855		9.9	%		2.6	%
Asset-based fees		199,330		190,581		201,047		4.6	%		(0.9	%)

Index total		577,952		535,033		569,902		8.0	%		1.4	%


Analytics		447,024		417,648		436,671		7.0	%		2.4	%


All Other		86,990		78,129		82,677		11.3	%		5.2	%


Total Run Rate	$	1,111,966	$	1,030,810	$	1,089,250		7.9	%		2.1	%



Recurring subscription total	$	912,636	$	840,229	$	888,203		8.6	%		2.8	%
Asset-based fees total		199,330		190,581		201,047		4.6	%		(0.9	%)

Total Run Rate	$	1,111,966	$	1,030,810	$	1,089,250		7.9	%		2.1	%

Total Run Rate grew by 7.9% to $1,112.0 million at March 31, 2016 compared to $1,030.8 million at March 31, 2015. Recurring subscription Run Rate grew 8.6% to $912.6 million at March 31, 2016 compared to $840.2 million at March 31, 2015.

Run Rate from asset-based fees increased 4.6% to $199.3 million at March 31, 2016 from $190.6 million at March 31, 2015, primarily driven by higher non-ETF passive funds and futures and options contracts, all linked to MSCI indexes. As of March 31, 2016, the value of AUM in ETFs linked to MSCI indexes was $438.3 billion, up $20.3 billion, or 4.9%, from $418.0 billion as of March 31, ~~2015 compared to $955.3 million as~~2015. The increase of ~~March 31, 2014. Subscription~~$20.3 billion consisted of net inflows of $62.6 billion, partially offset by market depreciation of $42.3 billion.

Index recurring subscription Run Rate grew ~~by $46.9~~9.9% to $378.6 million ~~or 5.9%,~~at March 31, 2016 compared to ~~$840.2~~$344.5 million ~~as of~~at March 31, 2015 on growth in benchmark and data products.

Run Rate from Analytics products increased 7.0% to $447.0 million at March 31, 2016 compared to $417.6 million at March 31, ~~2014. Excluding~~2015, primarily driven by growth in RiskManager, equity models and InvestorForce products. Adjusting for the impact of foreign currency exchange rate fluctuations, ~~and the acquisition of GMI Ratings, subscription~~ Run Rate ~~grew by 8.1%.~~for Analytics would have increased 6.2% at March 31, 2016 compared to March 31, 2015.

~~Total~~ Run Rate from ~~performance~~All Other products ~~grew by 12.7%~~increased 11.3% to ~~$613.2~~$87.0 million at March 31, ~~2015~~2016 compared to ~~$544.3~~$78.1 million at March 31, ~~2014.~~

~~Subscription~~2015. The increase was driven by a $7.6 million, or 21.6%, increase in ESG Run Rate ~~from performance products grew by $40.2~~and a $1.3 million, or ~~10.5%~~2.9%, ~~to $422.6 million at March 31, 2015 from $382.4 million at March 31, 2014. Excluding~~increase in Real Estate Run Rate. Adjusting for the impact of foreign currency exchange rate changes and the acquisition of GMI Ratings, subscription Run Rate rose 10.9%. The growth in performance products subscription Run Rate was driven primarily by growth in equity index benchmark and data products, in addition to strong growth in ESG products.

~~Asset-based fee Run Rate from performance products increased by $28.7 million, or 17.7%, to $190.6 million~~fluctuations, at March 31, ~~2015, from $161.9 million at~~2016 Real Estate Run Rate would have increased 3.0% and All Other Run Rate would have increased 11.0% compared to March 31, 2014. The increase was primarily driven by higher inflows into ETFs linked to MSCI indexes and non-ETF passive funds as well as higher trading volumes in futures and options contracts based on MSCI indexes.

As of March 31, 2015, AUM in ETFs linked to MSCI indexes were $418.0 billion, up $77.2 billion, or 22.7%, from March 31, 2014. The increase in AUM for MSCI-linked ETFs consisted of market increases of $2.7 billion and net inflows of $74.5 billion.

~~Our total Run Rate from analytics products increased 1.6% to $417.6 million for the three months ended March 31, 2015 compared to $411.0 million for the three months ended March 31, 2014.~~

Risk management analytics products Run Rate increased $1.8 million, or 0.6%, to $309.3 million at March 31, 2015 compared to $307.5 million at March 31, 2014. Excluding the impact of foreign currency rate changes, Run Rate increased 5.1%, driven by growth from sales of our RiskManager, HedgePlatform and InvestorForce products.

Portfolio management analytics products Run Rate increased 4.7% to $108.4 million at March 31, 2015 from $103.5 million at March 31, 2014. Excluding the impact of foreign currency rate changes, Run Rate increased 7.2%, driven by growth from sales of new equity models.2015.

The following table ~~sets forth~~presents our recurring subscription sales, cancellations and non-recurring sales by reportable segment for the periods indicated:

The following table presents our Aggregate Retention ~~Rates~~Rate by ~~product category~~reportable segment for the ~~indicated three months ended:~~periods indicated:

~~The following table sets forth our Core Retention Rates by product category for the indicated three months ended:~~

The Aggregate Retention ~~Rates~~Rate for a period ~~are~~is calculated by annualizing the cancellations for which we have received a notice of termination or ~~for which~~ we believe there is an intention to not renew during the period and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Aggregate Retention Rate for the period. The Aggregate Retention Rate is computed on a product-by-product basis. Therefore, if a client reduces the number of products to which it subscribes or switches between our products, we treat it as a cancellation. In addition, we treat any reduction in fees resulting from renegotiated contracts as a cancellation in the calculation to the extent of the reduction.

For the calculation of the Core Retention Rate, the same methodology is used except the cancellations in the period are reduced by the amount of product swaps. We do not calculate Aggregate or Core Retention Rates for that portion of our Run Rate attributable to assets in investment products linked to our indexes or to trading volumes of futures and options contracts linked to our indexes.

In our businesses, the Aggregate ~~and Core~~ Retention ~~Rates are~~Rate is generally higher during the first three fiscal quarters and lower in the fourth fiscal quarter.

In both the cost of services and SG&A expense categories, compensation and benefits represent the majority of our expenses. Other costs associated with the number of employees such as office space and professional services are included in both the cost of services and SG&A expense categories and are consistent with the allocation of employees to those respective areas.

~~The following table shows operating expenses by each of the categories for the periods indicated:~~

Operating expenses were $174.0 million for the three months ended March 31, 2015, an increase of $13.8 million, or 8.6%, compared to $160.2 million for the three months ended March 31, 2014. The increase included a non-cash charge of $3.4 million attributable to the termination of a technology project related to the analytics products.

Compensation and benefits expenses represent the majority of our expenses across all of our operating functions and typically have represented more than 60% of total operating expenses. These costs generally contribute to the majority of our expense increases from period to period, reflecting increased compensation and benefits expenses for current staff and increased staffing levels from increased hiring. We had 2,889 and 2,623 employees as of March 31, 2015 and 2014, respectively, primarily driven by increased staffing levels. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefit expenses.

During the three months ended March 31, 2015, compensation and benefits costs were $115.5 million, an increase of 12.7% compared to $102.4 million for the three months ended March 31, 2014. The increase in compensation and benefits costs was driven by a 10.1% increase in headcount across several areas, including technology, client coverage and product management, as well as a non-cash charge of $2.9 million attributable to the termination of a technology project related to our analytics products.

Non-compensation expenses for the three months ended March 31, 2015 decreased $1.0 million, or 2.5%, to $39.6 million compared to $40.7 million for the three months ended March 31, 2014. The decrease was associated with decreased travel and entertainment costs, marketing and recruiting, market data fees and other costs. The decrease in costs was partially offset by an increase in costs related to information technology and professional services as well as a non-cash charge of $0.5 million attributable to the termination of a technology project related to our analytics products.

Cost of services includes costs related to our research, data management and production, software engineering and product management functions. Costs in these areas include staff compensation and benefits, occupancy costs, market data fees and information technology services. Compensation and benefits generally contribute to a majority of our expense increases from period to period, reflecting increases for existing staff and increased staffing levels. For the three months ended March 31, 2015, total cost of services increased 9.6% to $82.7 million compared to $75.4 million for the three months ended March 31, 2014. The three-month period ended March 31, 2015 includes a non-cash charge of $3.4 million related to the termination of a technology project in analytics products.

Compensation and benefits expenses for the three months ended March 31, 2015 increased $9.0 million, or 16.0%, to $65.3 million compared to $56.3 million for the three months ended March 31, 2014. The increase in compensation and benefits expenses was primarily impacted by increased costs related to current staff and increased staffing levels as well as a non-cash charge of $2.9 million related to the termination of a technology project in analytics products.

Non-compensation expenses for the three months ended March 31, 2015 decreased 9.2% to $17.4 million compared to $19.1 million for the three months ended March 31, 2014. The decrease was primarily driven by lower costs related to marketing and recruiting, travel and entertainment, market data fees and other costs, as well as a non-cash charge of $0.5 million attributable to the termination of a technology project related to our analytics products.

SG&A includes expenses for our sales and marketing staff and our finance, human resources, legal and compliance, information technology infrastructure and corporate administration personnel. As with cost of services, the largest expense in this category relates to compensation and benefits. Other significant expenses are for occupancy costs, third-party professional fees and information technology costs. For the three months ended March 31, 2015, SG&A increased 7.1% to $72.5 million compared to $67.7 million for the three months ended March 31, 2014.

Compensation and benefits expenses increased 8.8% to $50.2 million for the three months ended March 31, 2015 compared to $46.1 million for the three months ended March 31, 2014. Similar to compensation and benefits expenses in cost of services, the increase was primarily impacted by increased costs related to current staff and increased staffing levels.

Non-compensation expenses for the three months ended March 31, 2015 increased 3.4% to $22.3 million compared to $21.5 million for the three months ended March 31, 2014. The increase was primarily driven by higher costs related to information technology, professional services and other expenses. The increase in costs was partially offset by a decrease in costs related to travel and entertainment and recruiting, among other items.

~~Amortization of intangible assets expense totaled $11.7 million and $11.3 million for the three months ended March 31, 2015 and 2014, respectively.~~

~~Depreciation and Amortization of Property, Equipment and Leasehold Improvements~~

Depreciation and amortization of property, equipment and leasehold improvements totaled $7.2 million and $5.8 million for the three months ended March 31, 2015 and 2014, respectively. The increase was related to higher depreciation associated with continued investment in information technology infrastructure.

Other expense (income), net for the three months ended March 31, 2015 was $11.1 million, an increase of $5.1 million compared to $6.0 million for the three months ended March 31, 2014, primarily driven by higher interest expense resulting from higher interest rates resulting from the notes offering.

The provision for income tax expense increased 6.3% to $28.0 million for the three months ended March 31, 2015 compared to $26.4 million for the three months ended March 31, 2014. These amounts reflect effective tax rates of 36.1% and 35.9% for the three months ended March 31, 2015 and 2014, respectively. The increase is primarily due to higher income generated in higher tax jurisdictions.

Loss from discontinued operations, net of income taxes, for the three months ended March 31, 2015 reflects the impact of a $5.8 million out-of-period income tax charge associated with tax obligations triggered upon the sale of ISS. For the three months ended March 31, 2014, income from discontinued operations, net of income taxes, was $33.3 million. The three months ended March 31, 2014 included a $30.6 million income tax benefit associated with establishing a net deferred tax asset on the difference between the ISS tax basis and book basis. This net deferred tax asset was realized in the subsequent quarter upon the closing of the sale on April 30, 2014.

We describe our significant accounting policies in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included in our Form 10-K ~~for the fiscal year ended December 31, 2014~~ and also in Note 2, “Recent Accounting Standards Updates,” in the Notes to Unaudited Condensed Consolidated Financial Statements included herein. There have been no significant changes in our accounting policies or critical accounting estimates since the end of the fiscal year ended December 31, ~~2014.~~2015.

We require capital to fund ongoing operations, internal growth initiatives and acquisitions. Our primary sources of liquidity are cash flows generated from our operations, existing cash and cash equivalents and credit capacity under our existing credit facilities. In addition, we believe we have access to additional funding in the public and private markets. We intend to use these sources of liquidity to, among other things, service our existing and future debt obligations and fund our working capital requirements, capital expenditures, investments, acquisitions, dividend payments and repurchases of our common stock. In connection with our business strategy, we regularly evaluate acquisition opportunities. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.

We have issued an aggregate of $1.6 billion in senior unsecured notes in two discrete private offerings of $800.0 million each. On November 20, 2014, ~~the Company~~we completed ~~its~~our first private offering of $800.0 million in aggregate principal amount of 5.25% senior unsecured notes due 2024 (the ~~“Senior~~“2024 Senior Notes”) and also entered into a $200.0 million senior unsecured revolving credit agreement (the “2014 Revolving Credit Agreement”) by and among the Company, as borrower, certain of ~~its~~MSCI’s subsidiaries, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. ~~The Company~~We used the net proceeds from the offering of the 2024 Senior Notes, together with cash on hand, to ~~prepay~~repay in full our outstanding term loan indebtedness of $794.8 million.

On August 13, 2015, we completed the 2025 Senior Notes offering of $800.0 million ~~which bore interest at LIBOR plus a margin~~aggregate principal amount of ~~2.25%~~5.75% senior unsecured notes due 2025 (together with the 2024 Senior Notes, the “Senior Notes”). The net proceeds from the offering of the 2025 Senior Notes were allocated for general corporate purposes.

The 2024 Senior Notes are scheduled to mature and be paid in full on November 20, 2024. At any time prior to November 15, 2019, we may redeem all or part of the 2024 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, we may redeem all or part of the 2024 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2019, at redemption prices set forth in the ~~Indenture (defined below)~~indenture governing ~~the~~our 2024 Senior ~~Notes, together with accrued and unpaid interest.~~Notes. At any time prior to November 15, 2017, we may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.25% of the principal amount.

The 2014 Revolving Credit Agreement replaced the ~~2012 Revolving Credit Facility.~~prior senior secured revolving credit facility. The 2014 Revolving Credit Agreement has an initial term of five years that may be extended ~~up to~~ twice, at our request, in each case by one additional year.

~~Interest on the~~The 2025 Senior Notes ~~accrues~~are scheduled to mature and be paid in full on August 15, 2025. At any time prior to August 15, 2020, we may redeem all or part of the 2025 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a ~~fixed rate~~redemption price equal to the sum of ~~5.25% per annum~~(i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and ~~is payable semiannually~~unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, we may redeem all or part of the 2025 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2020, at redemption prices set forth in ~~arrears~~the indenture governing our 2025 Senior Notes. At any time prior to August 15, 2018, we may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.75% of the principal amount.

Interest payments attributable to the 2024 Senior Notes are due on May 15 and November 15 of each ~~year, commencing~~year. The first interest payment was made on May 15, 2015. ~~We will make interest~~Interest payments attributable to ~~holders of record of~~ the 2025 Senior Notes are due on February 15 and August 15 of each year. The first interest payment was made on February 16, 2016. We paid $23.3 million of interest attributable to the ~~immediately preceding May 1 and November 1.~~2025 Senior Notes during the three months ended March 31, 2016.

The Senior Notes and the 2014 Revolving Credit Agreement are fully and unconditionally, and jointly and severally, guaranteed by our direct or indirect wholly-owned domestic subsidiaries that account for more than 5% of our and our subsidiaries’ consolidated assets, other than certain excluded subsidiaries (the “subsidiary guarantors”). Amounts due under the 2014 Revolving Credit Agreement are our and the subsidiary guarantors’ senior unsecured obligations and rank equally with the Senior Notes and any of our other unsecured, unsubordinated debt, senior to any of our subordinated debt and effectively subordinated to our secured debt to the extent of the assets securing such debt.

The ~~indenture~~Indentures governing our Senior Notes (the ~~“Indenture”~~“Indentures”) among us, each of the subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee, ~~contains~~contain covenants that limit our and certain of our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets. In addition, the ~~Indenture restricts~~Indentures restrict our non-guarantor subsidiaries’ ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiaries guaranteeing the Senior Notes on apari passu basis.

The 2014 Revolving Credit Agreement contains affirmative and restrictive covenants that, among other things, limit our ability and the ability of our existing or future subsidiaries to:

The 2014 Revolving Credit Agreement and the ~~Indenture~~Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, bankruptcy and insolvency events, invalidity or impairment of loan documentation or collateral, change of control and customary ERISA defaults. None of the restrictions above are expected to impact our ability to effectively operate the business.

The 2014 Revolving Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the 2014 Revolving Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the 2014 Revolving Credit Agreement) measured

quarterly on a rolling four-quarter basis shall not exceed 3.75:1.00 and (2) the minimum Consolidated Interest Coverage Ratio (as defined in the 2014 Revolving Credit Agreement) measured quarterly on a rolling four-quarter basis shall be at least 4.00:1.00. As of March 31, ~~2015,~~2016, our Consolidated Leverage Ratio ~~(as defined in the 2014 Revolving Credit Agreement)~~ was ~~1.72:~~2.97:1.00 and our Consolidated Interest Coverage Ratio ~~(as defined in the 2014 Revolving Credit Agreement)~~ was ~~10.92:~~7.50:1.00.

Our non-guarantor subsidiaries of the Senior Notes consist of: (i) domestic subsidiaries of the Company that account for 5% or less of consolidated assets of the Company and its subsidiaries and (ii) any foreign or domestic subsidiary of the Company that is deemed to be a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended. Our non-guarantor subsidiaries accounted for approximately ~~$194.2~~$200.4 million, or ~~19.0%~~18.4%, of our total revenue for the ~~three~~trailing twelve months ended March 31, ~~2015,~~2016, approximately ~~$41.1~~$89.9 million, or ~~11.9%~~21.0%, of our consolidated operating income for the ~~three~~trailing twelve months ended March 31, ~~2015~~2016, and approximately ~~$356.9~~$406.1 million, or ~~12.3%~~14.3%, of our consolidated total assets (excluding intercompany assets) and ~~$119.9~~$133.2 million, or ~~8.3%~~6.0%, of our consolidated total liabilities, in each case as of March 31, ~~2015.~~2016.

~~On February 6, 2014, we entered into~~For the ~~February 2014 ASR Program~~three months ended March 31, 2016, the Company paid $333.3 million to ~~initiate share repurchases aggregating $100.0 million. As a result, we received 1.7~~receive approximately 4.9 million shares ~~on February 7, 2014 and 0.6 million shares on May 5, 2014 for a combined~~at an average purchase price of ~~$43.10~~$68.45 per ~~share.~~

~~On September 18, 2014, we entered into the September 2014 ASR Program. On September 19, 2014, we paid $300.0 million in cash and received approximately 4.5 million shares of our common stock~~share under the September 2014 ASR Agreement. The total number of shares to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices of our common stock on each trading day during the repurchase period. This average price will be capped such that only under limited circumstances will we be required to deliver shares or pay cash at settlement. We may also receive additional shares at or prior to maturity of the ASR Agreement in May 2015.2015 Repurchase Program.

~~On September 17, 2014, the Board of Directors approved a plan to initiate a regular quarterly cash dividend. We expect the initial annual dividend rate to be $0.72 per share.~~

Cash and cash equivalents were ~~$537.8~~$445.0 million and ~~$508.8~~$777.7 million as of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. As of March 31, ~~2015~~2016 and December 31, ~~2014, $83.9~~2015, $126.4 million and ~~$102.3~~$128.1 million, respectively, of the cash and cash equivalents were held by foreign subsidiaries, which could be subject to U.S. federal income taxation on repatriation to the U.S. and some of which could be subject to local country taxes if repatriated to the United States. In addition, repatriation of some foreign cash is further restricted by local laws.

We believe that domestic cash flows from operations, together with existing cash and cash equivalents and ~~short-term investments,~~funds available under our existing credit facility and our ability to access the debt and capital markets for additional funds, will continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as ~~scheduled debt repayments and~~ material capital expenditures and share repurchases, for at least the next 12 months and for the foreseeable future thereafter. In addition, we expect ~~existing~~ foreign cash flows from operations, together with existing cash and cash equivalents will continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and for the foreseeable future thereafter.


	For the Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
	(in thousands)						(in thousands)
Cash provided by operating activities	$	66,683		$	25,249		$	33,030		$	66,683
Cash used in investing activities		(6,320	)		(10,053	)		(5,520	)		(6,320	)
Cash used in financing activities		(27,136	)		(109,338	)		(362,309	)		(27,136	)
Effect of exchange rates on cash and cash equivalents		(4,275	)		566			2,107			(4,275	)

Net increase (decrease) in cash and cash equivalents	$	28,952		$	(93,576	)
Net (decrease) increase in cash and cash equivalents							$	(332,692	)	$	28,952

Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities was ~~$66.7~~$33.0 million and ~~$25.2~~$66.7 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The year-over-year ~~increase~~decrease was primarily ~~reflects improved billings~~driven by the impact of the timing of cash collections and ~~collections from customers.~~higher interest payments.

Our primary uses of cash from operating activities are for the payment of cash compensation expenses, office rent, technology costs, market data costs, interest expenses and income taxes. The payment of cash for compensation and benefits is historically at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.

Cash used in investing activities was ~~$6.3~~$5.5 million and ~~$10.1~~$6.3 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The year-over-year decrease in cash used in investing activities primarily reflects a decrease in capital expenditures.

Cash used in financing activities was ~~$27.1~~$362.3 million and ~~$109.3~~$27.1 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The year-over-year ~~decrease primarily reflects lower purchases of treasury shares as well as lower repayments on our debt partially offset~~increase was substantially driven by ~~payment of dividends.~~higher share repurchases.

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We are subject to foreign currency exchange fluctuation risk. Exchange rate movements can impact the U.S. ~~dollar-reported~~dollar reported value of our revenues, expenses, assets and liabilities denominated in non-U.S. dollar currencies or where the currency of such items is different than the functional currency of the entity where these items were recorded.

A significant portion of our revenues from our index-linked investment products are based on fees earned on the value of assets invested in securities denominated in currencies other than the U.S. dollar. For all operations outside the ~~United States~~U.S. where the Company has designated the local non-U.S. dollar currency as the functional currency, ~~revenues~~revenue and expenses are translated using average monthly exchange rates and assets and liabilities are translated into U.S. dollars using month-end exchange rates. For these operations, currency translation adjustments arising from a change in the rate of exchange between the functional currency and the U.S. dollar are accumulated in a separate component of shareholders’ equity. In addition, transaction gains and losses arising from a change in exchange rates for transactions denominated in a currency other than the functional currency of the entity are reflected in non-operating “Other expense (income), net” in our Unaudited Condensed Consolidated ~~Statements~~Statement of Income.

~~Revenues from index-linked investment products represented approximately $45.9 million, or 17.5%, and $40.9 million, or 15.0%,~~We generally invoice our clients in U.S. dollars; however, we invoice a portion of our ~~total~~clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the three months ended March 31, 2016 and 2015, 17.9% and 18.7%, respectively, of our revenues are subject to foreign currency exchange rate risk and primarily includes clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities. Of the 17.9% of non-U.S dollar exposure for the three months ended March 31, 2016, 35.7% was in British pounds sterling, 33.5% was in Euros and 22.7% was in Japanese yen. Of the 18.7% of non-U.S dollar exposure for the three months ended March 31, 2015, 35.8% was in Euros, 34.7% was in British pounds sterling and ~~2014, respectively.~~20.5% was in Japanese yen.

Revenues from index-linked investment products represented 17.5% of operating revenues for each of the three months ended March 31, 2016 and 2015. While a substantial portion of our fees for index-linked investment products are ~~generally~~ invoiced in U.S. dollars, the fees are based on the investment product’s assets, ~~a large majority~~ of which approximately two-thirds are invested in securities denominated in currencies other than the U.S. dollar. Accordingly, declines in such other currencies against the U.S. dollar will decrease the fees payable to us under such licenses. In addition, declines in such currencies against the U.S. dollar could impact the attractiveness of such investment products resulting in net fund outflows, which would further reduce the fees payable under such licenses.

We generally invoice our clients in U.S. dollars; however, we invoice a portion of clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the three months ended March 31, 2015 and 2014, approximately 13.0% and 15.3% of our total revenues, respectively, were invoiced in currencies other than U.S. dollars. For the three months ended March 31, 2015, 51.3% of our foreign currency revenues were in Euros, 23.2% were in British pounds sterling and 12.7% were in Japanese yen. For the three months ended March 31, 2014, 50.4% of our foreign currency revenues were in Euros, 24.0% were in British pounds sterling and 11.6% were in Japanese yen.

We are exposed to additional foreign currency risk in certain of our operating costs. Approximately ~~$71.2 million, or~~39.8% and 40.9%~~, and $83.3 million, or 44.7%,~~ of our ~~total~~ operating ~~costs~~expenses, including operating expense attributable to income (loss) from discontinued operations, net of income taxes, for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Swiss francs, Hungarian forints, Euros, Hong Kong dollars, Mexican pesos and Chinese ~~yuan and Mexican pesos.~~yuan. Expenses incurred in foreign currency may increase as we expand our business outside the ~~United States.~~U.S.

We have certain monetary assets and liabilities denominated in currencies other than local functional amounts and when these balances were remeasured into their local functional currency, either a gain or a loss resulted from the change of the value of the functional currency as compared to the originating currencies. We manage foreign currency exchange rate risk, in part, through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with amounts denominated in certain foreign currencies. ~~As a result of these positions, we~~We recognized total foreign currency exchange losses of ~~$1.6~~$0.1 million and ~~$0.9~~$1.6 million for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. These amounts were recorded in “Other expense (income), net” in our Unaudited Condensed Consolidated Statements of Income.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as of March 31, ~~2015,~~2016, and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

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 three months ended March 31, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The interim financial information included in this Quarterly Report on Form 10-Q for the three month periods ended March 31, 2016 and 2015 has not been audited by PricewaterhouseCoopers LLP (“PwC”). In reviewing such information, PwC has applied limited procedures in accordance with professional standards for reviews of interim financial information. Readers should restrict reliance on PwC’s reports on such information accordingly. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its reports on interim financial information, because such reports do not constitute “reports” or “parts” of registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933

Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company ~~which arise~~ in the ordinary course of business. While the amounts claimed could be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that MSCI’s business, operating results, financial condition or cash flows in a particular period could be materially affected by certain contingencies. However, based on facts currently available, management believes 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.

There have been no material changes since December 31, ~~2014~~2015 to the significant risk factors and uncertainties known to the Company that, if they were to materialize or occur, would individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.

For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of our ~~Annual Report on~~ Form ~~10-K for the fiscal year ended December 31, 2014.~~10-K.

The table below ~~sets forth the~~presents information with respect to purchases made by or on behalf of the Company of its common shares during the three months ended March 31, ~~2015.~~2016.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Page
	Part I

Item 1.	~~Condensed Consolidated~~ Financial Statements		45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2935
Item 4.	Controls and Procedures		3036

	Part II

Item 1.	Legal Proceedings		3036
Item 1A.	Risk Factors		3036
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3037
Item 3.	Defaults Upon Senior Securities		3137
Item 4.	Mine Safety Disclosures		3137
Item 5.	Other Information		3137
Item 6.	Exhibits		3137


		As of
	Estimated Useful Lives	March 31, 2015			December 31, 2014
		(in thousands)
Gross intangible assets:
Customer relationships	5 to 21 years	$	360,835		$	360,835
Trademarks/trade names	5 to 21.5 years		223,382			223,382
Technology/software	3 to 8.5 years		191,677			193,681
Proprietary data	13 years		28,627			28,627
Covenant not to compete	2 years		900			900

Subtotal			805,421			807,425
Foreign exchange translation adjustment			(4,324	)		(1,588	)

Total gross intangible assets		$	801,097		$	805,837

Accumulated amortization:
Customer relationships		$	(125,121	)	$	(119,058	)
Trademarks/trade names			(84,534	)		(81,545	)
Technology/software			(169,097	)		(167,083	)
Proprietary data			(5,112	)		(4,589	)
Covenant not to compete			(300	)		(187	)

Subtotal			(384,164	)		(372,462	)
Foreign exchange translation adjustment			677			253

Total accumulated amortization		$	(383,487	)	$	(372,209	)

Net intangible assets:
Customer relationships		$	235,714		$	241,777
Trademarks/trade names			138,848			141,837


Derivatives Not Designated as Hedging Instruments (in thousands)	Location of Gain or (Loss) Recognized in Income on Derivatives		Amount of Gain or (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31,
			2015		2014
Foreign exchange contracts		Other expense & income	$	1,412	$	160


	Dividends
(in thousands)	Per Share		Declared		Distributed		Deferred
2016:
Three months ended March 31,	$	0.22	$	22,046	$	21,889	$	157


2015:
Three months ended March 31,	$	0.18	$	20,424	$	20,411	$	13


Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31,
(in thousands)	Income on Derivatives	2016		2015
Foreign exchange contracts	Other expense (income)	$	214	$	1,412


	Common Stock Issued		Treasury Stock			Common Stock Outstanding
Balance At December 31, 2015		128,200,189		(27,187,041	)		101,013,148
Dividend payable/paid		104		(104	)		—
Common stock issued and exercise of stock options		589,402		—			589,402
Shares withheld for tax withholding and exercises		—		(197,769	)		(197,769	)
Shares repurchased under stock repurchase programs		—		(4,869,423	)		(4,869,423	)

Balance At March 31, 2016		128,789,695		(32,254,337	)		96,535,358


	Three Months Ended									Year-Over-
	March 31, 2016			March 31, 2015			December 31, 2015			Year Comparison			Sequential Comparison
	(in thousands)
New recurring subscription sales
Index	$	13,162		$	11,550		$	13,702			14.0	%		(3.9	%)
Analytics		12,358			13,510			16,481			(8.5	%)		(25.0	%)
All Other		5,256			4,465			4,206			17.7	%		25.0	%

New recurring subscription sales total		30,776			29,525			34,389			4.2	%		(10.5	%)


Subscription cancellations
Index		(3,410	)		(2,384	)		(6,147	)		43.0	%		(44.5	%)
Analytics		(5,911	)		(7,424	)		(10,593	)		(20.4	%)		(44.2	%)
All Other		(1,616	)		(1,842	)		(3,183	)		(12.3	%)		(49.2	%)

Subscription cancellations total		(10,937	)		(11,650	)		(19,923	)		(6.1	%)		(45.1	%)


Net new recurring subscription sales
Index		9,752			9,166			7,555			6.4	%		29.1	%
Analytics		6,447			6,086			5,888			5.9	%		9.5	%
All Other		3,640			2,623			1,023			38.8	%		255.8	%

Net new recurring subscription sales total		19,839			17,875			14,466			11.0	%		37.1	%


Non-recurring
Index		3,542			2,329			2,779			52.1	%		27.5	%
Analytics		1,856			1,176			2,490			57.8	%		(25.5	%)
All Other		1,202			910			1,592			32.1	%		(24.5	%)

Non-recurring sales total		6,600			4,415			6,861			49.5	%		(3.8	%)


Total Index	$	13,294		$	11,495		$	10,334			15.7	%		28.6	%
Total Analytics		8,303			7,262			8,378			14.3	%		(0.9	%)
Total All Other		4,842			3,533			2,615			37.1	%		85.2	%

Total net sales	$	26,439		$	22,290		$	21,327			18.6	%		24.0	%


Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾
Month #1 (January 1, 2015-January 31, 2015)		23,215	$	47.44		—	$	550,000,000

Month #2 (February 1, 2015-February 28, 2015)		167,990	$	54.83		—	$	550,000,000

Month #3 (March 1, 2015-March 31, 2015)		782	$	57.02		—	$	550,000,000

Total		191,987	$	53.94		—	$	550,000,000


Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾
Month #1 (January 1, 2016-January 31, 2016)		1,127,423	$	68.12		1,085,438		$805,497,000

Month #2 (February 1, 2016-February 29, 2016)		1,895,954	$	66.76		1,744,567		$689,014,000

Month #3 (March 1, 2016-March 31, 2016)		2,043,815	$	70.13		2,039,418		$546,004,000


Total		5,067,192	$	68.42		4,869,423		$546,004,000


MSCI INC. (Registrant)

By:		/s/ Robert Qutub
		Robert Qutub Chief Financial Officer, (Principal Financial ~~Officer)~~Officer


	Exhibit Number	Description

	3.1	Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Form 10-Q (File No. 001-33812), filed with the SEC on May 4, 2012 and incorporated by reference herein)

	3.2	Amended and Restated By-laws (filed as Exhibit 3.2 to the Company’s Form 10-Q (File No. 001-33812), filed with the SEC on May 4, 2012 and incorporated by reference herein)

†*	10.1	MSCI Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-210987), filed with the SEC on April 28, 2016 and incorporated by reference herein)

†	10.2	MSCI Inc. 2016 Non-Employee Directors Compensation Plan (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-210987), filed with the SEC on April 28, 2016 and incorporated by reference herein)

*†	10.3	Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. ~~Independent Directors’~~2016 Non-Employee Directors Compensation Plan

*†	10.4	Form of Annual Performance Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (this exhibit supersedes and replaces Exhibit 10.100 to the Company’s Annual Report on Form 10-K (File No. 001-33812) filed with the SEC on February 26, 2016)

*†	10.5	Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (this exhibit supersedes and replaces Exhibit 10.101 to the Company’s Annual Report on Form 10-K (File No. 001-33812) filed with the SEC on February 26, 2016)

*†	10.6	Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (this exhibit supersedes and replaces Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33812) filed with the SEC on February 12, 2016)

*†	10.7	Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2016 Omnibus Incentive Plan (this exhibit supersedes and replaces Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-33812) filed with the SEC on February 12, 2016)

*†	10.8	Non-Employee Director Stock Ownership Guidelines

*†	10.9	MSCI Inc. Director Deferral Plan, as amended

†*	~~10.2~~10.10	~~Change~~Letter Agreement to Cooperation Agreement, dated as of ~~Employment Status~~March 10, 2016, by and ~~Release Agreement for Roveen Bhansali~~among MSCI Inc., Value Act Capital Management, L.P. and D. Robert Hale.

†	~~10.3~~10.11	~~Cooperation~~Transition and Release Agreement, dated as of ~~January 29, 2015~~February 10, 2016, by and between MSCI Inc. and Robert Qutub (filed as Exhibit ~~99.1~~10.123 to the Company’s Annual Report on Form ~~8-K~~10-K (File No. 001-33812), filed with the SEC on February ~~2, 2015~~26, 2016 and incorporated by reference herein)

†	~~10.4~~10.12	~~Form~~Offer Letter, effective as of ~~Special Performance Award Agreement for Performance Stock Units under the~~March 15, 2016, by and between MSCI Inc. ~~2007 Amended~~ and ~~Restated Equity Incentive Compensation Plan~~Kathleen A. Winters (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33812), filed with the SEC on ~~February 2, 2015~~April 27, 2016 and incorporated ~~herein~~ by ~~reference)~~ reference herein)

*†	10.13	Offer Letter, effective as of October 15, 2014, by and between MSCI Inc. and Laurent Seyer

*†	10.14	Offer Letter, effective as of May 15, 2011, by and between MSCI Inc. and Peter Zangari

	11	Statement Re: Computation of Earnings Per Common Share (The calculation of per share earnings is in Part I, Item 1, Note 43 to the Condensed Consolidated Financial Statements (Earnings Per Common Share) and is omitted in accordance with Section (b)(11) of Item 601 of Regulation S-K)

*	15.1	Letter of awareness from PricewaterhouseCoopers LLP, dated ~~May 1, 2015,~~April 29, 2016, concerning unaudited interim financial information



*	31.1	Rule 13a-14(a) Certification of the Chief Executive Officer

*	31.2	Rule 13a-14(a) Certification of the Chief Financial Officer

**	32.1	Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer

*	101.INS	XBRL Instance Document

*	101.SCH	XBRL Taxonomy Extension Schema Document

*	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

*	101.LAB	XBRL Taxonomy Extension Label Linkbase Document

*	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document


	Three Months Ended March 31,
	2015		2014		Increase/(Decrease)
	(in thousands)
Performance products:
Subscriptions	$	110,044	$	97,343	$	12,701	13.0	%
Asset-based fees		45,880		40,900		4,980	12.2	%

Total performance products		155,924		138,243		17,681	12.8	%

Analytics products:
Risk management analytics		80,476		75,580		4,896	6.5	%
Portfolio management analytics		26,369		25,865		504	1.9	%

Total analytics products		106,845		101,445		5,400	5.3	%

Total operating revenues	$	262,769	$	239,688	$	23,081	9.6	%


Recurring subscriptions	$	212,286	$	194,972	$	17,314	8.9	%
Asset-based fees		45,880		40,900		4,980	12.2	%
Non-recurring subscription revenue		4,603		3,816		787	20.6	%

Total operating revenues	$	262,769	$	239,688	$	23,081	9.6	%

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company