MSCI Inc. [MSCI] Filings

10-Q 1 msci-20240630.htm 10-Q msci-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to____________

Commission file number 001-33812

________________________________________

MSCI INC.

(Exact Name of Registrant as Specified in its Charter)

________________________________________


Delaware						13-4038723
(State or other jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

7 World Trade Center 250 Greenwich Street, 49th Floor New York, New York						10007
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 804-3900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

MSCI

New York Stock Exchange

________________________________________

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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o

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


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 July 16, 2024, there were 78,649,981 shares of the registrant’s common stock, par value $0.01, outstanding.

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FOR THE QUARTER ENDED JUNE 30, 2024

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		Page
	Part I – Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023	4
	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023	6
	Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the three and six months ended June 30, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	8
	Notes to Condensed Consolidated Financial Statements	9
	1. Introduction and Basis of Presentation	9
	2. Recent Accounting Pronouncements	10
	3. Revenue Recognition	10
	4. Earnings Per Common Share	11
	5. Acquisitions	12
	6. Property, Equipment and Leasehold Improvements, Net	15
	7. Goodwill and Intangible Assets, Net	15
	8. Debt	16
	9. Leases	18
	10. Shareholders' Equity (Deficit)	19
	11. Income Taxes	20
	12. Segment Information	20
	13. Subsequent Events	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45

	Part II – Other Information
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

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AVAILABLE INFORMATION

Our corporate headquarters is located at 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York, 10007, and our telephone number is (212) 804-3900. We maintain a website on the internet at www.msci.com. The contents of our website are not a part of or incorporated by reference in this Quarterly Report on Form 10-Q.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov. We also make available free of charge, on or through our website, these reports, proxy statements and other information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, click on the “SEC Filings” link under the “Financial Information” tab found on our Investor Relations homepage (http://ir.msci.com).

We also use our Investor Relations homepage and our Corporate Responsibility homepage as channels of distribution of Company information. The information we post through these channels may be deemed material.

Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” section of our Investor Relations homepage at https://ir.msci.com/email-alerts. The contents of our website, including our Investor Relations homepage and Corporate Responsibility homepage, and our social media channels are not, however, a part of or incorporated by reference in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

We have included in this Quarterly Report on Form 10-Q, and from time to time may make in our public filings, press releases or other public statements, certain statements that constitute forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only MSCI’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.

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” or “continue,” or the negative of these terms or other comparable terminology. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements. 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 our control and that could materially affect our actual results, levels of activity, performance or achievements. Such risks and uncertainties include those set forth under “Risk Factors” in Part I, Item 1A of the 2023 Annual Report on Form 10-K filed with the SEC on February 9, 2024. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement reflects our current views with respect to future events, levels of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. The forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time. MSCI 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. Therefore, readers should carefully review the risk factors set forth in our Annual Report on Form 10-K and in other reports or documents we file from time to time with the SEC.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share and share data)


	As of
	June 30,		December 31,
(unaudited)	2024		2023
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,883 and $3,878 at June 30, 2024 and December 31, 2023, respectively)	$	451,401	$	461,693
Accounts receivable (net of allowances of $4,476 and $3,968 at June 30, 2024 and December 31, 2023, respectively)	709,487		839,555
Prepaid income taxes	98,611		59,002
Prepaid and other assets	55,553		57,903
Total current assets	1,315,052		1,418,153

Property, equipment and leasehold improvements, net	63,974		55,920
Right of use assets	129,542		115,243
Goodwill	2,909,415		2,887,692
Intangible assets, net	949,166		956,234
Deferred tax assets	40,213		41,074
Other non-current assets	49,471		43,903
Total assets	$	5,456,833	$	5,518,219


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	12,922	$	9,812
Income taxes payable	24,919		24,709
Accrued compensation and related benefits	129,978		219,456
Current portion of long-term debt	—		10,902
Other accrued liabilities	190,626		168,282
Deferred revenue	1,017,997		1,083,864
Total current liabilities	1,376,442		1,517,025

Long-term debt	4,508,730		4,496,826
Long-term operating lease liabilities	130,559		120,134
Deferred tax liabilities	69,684		27,028
Other non-current liabilities	105,901		96,970
Total liabilities	6,191,316		6,257,983


Commitments and Contingencies (see Note 8)

Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)	—		—
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,075,817 and 133,817,332 common shares issued and 78,749,685 and 79,091,212 common shares outstanding at June 30, 2024 and December 31, 2023, respectively)	1,341		1,338
Treasury shares, at cost (55,326,132 and 54,726,120 common shares held at June 30, 2024 and December 31, 2023, respectively)	(6,759,019)		(6,447,101)
Additional paid in capital	1,642,385		1,587,670
Retained earnings	4,445,645		4,179,681
Accumulated other comprehensive loss	(64,835)		(61,352)
Total shareholders’ equity (deficit)	(734,483)		(739,764)

Total liabilities and shareholders’ equity (deficit)	$	5,456,833	$	5,518,219

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
(unaudited)	2024		2023		2024		2023
Operating revenues	$	707,949	$	621,157	$	1,387,914	$	1,213,375

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	128,109		110,066		256,623		218,713
Selling and marketing	71,454		67,988		143,622		134,463
Research and development	41,073		30,140		81,598		61,463
General and administrative	39,706		35,657		96,397		76,701
Amortization of intangible assets	40,773		26,154		79,377		50,821
Depreciation and amortization of property, equipment and leasehold improvements	4,226		5,199		8,307		10,659
Total operating expenses	325,341		275,204		665,924		552,820


Operating income	382,608		345,953		721,990		660,555

Interest income	(6,110)		(10,403)		(12,158)		(20,765)
Interest expense	46,633		46,617		93,307		92,823
Other expense (income)	2,091		2,581		4,954		4,967

Other expense (income), net	42,614		38,795		86,103		77,025


Income before provision for income taxes	339,994		307,158		635,887		583,530
Provision for income taxes	73,236		60,333		113,175		97,977
Net income	$	266,758	$	246,825	$	522,712	$	485,553


Earnings per share:
Basic	$	3.37	$	3.10	$	6.60	$	6.08
Diluted	$	3.37	$	3.09	$	6.59	$	6.05

Weighted average shares outstanding:
Basic	79,085		79,592		79,140		79,815
Diluted	79,245		79,905		79,377		80,193

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
(unaudited)	2024		2023		2024		2023
Net income	$	266,758	$	246,825	$	522,712	$	485,553
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,255)		2,516		(3,797)		6,878
Income tax effect	(117)		(323)		212		(1,431)
Foreign currency translation adjustments, net	(1,372)		2,193		(3,585)		5,447


Pension and other post-retirement adjustments	85		(1,581)		106		(2,094)
Income tax effect	9		179		(4)		213
Pension and other post-retirement adjustments, net	94		(1,402)		102		(1,881)

Other comprehensive income (loss), net of tax	(1,278)		791		(3,483)		3,566

Comprehensive income	$	265,480	$	247,616	$	519,229	$	489,119

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)


(unaudited)	Common Stock		Treasury Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2023	$	1,338	$	(6,447,101)	$	1,587,670	$	4,179,681	$	(61,352)	$	(739,764)
Net income							255,954				255,954
Dividends declared ($1.60 per common share)							(129,444)				(129,444)
Dividends paid in shares					74						74
Other comprehensive income (loss), net of tax									(2,205)		(2,205)
Common stock issued	3										3
Shares withheld for tax withholding			(69,991)								(69,991)
Compensation payable in common stock					34,894						34,894
Common stock repurchased and held in treasury											—
Common stock issued to Directors and (held in)/released from treasury			(38)								(38)
Balance at March 31, 2024	1,341		(6,517,130)		1,622,638		4,306,191		(63,557)		(650,517)

Net income							266,758				266,758
Dividends declared ($1.60 per common share)							(127,304)				(127,304)
Dividends paid in shares					40						40
Other comprehensive income (loss), net of tax									(1,278)		(1,278)
Common stock issued											—
Shares withheld for tax withholding			(200)								(200)
Compensation payable in common stock					19,707						19,707
Common stock repurchased and held in treasury			(243,035)								(243,035)
Common stock issued to Directors and (held in)/released from treasury			1,346								1,346
Balance at June 30, 2024	$	1,341	$	(6,759,019)	$	1,642,385	$	4,445,645	$	(64,835)	$	(734,483)








































Balance at December 31, 2022	$	1,336	$	(5,938,116)	$	1,515,874	$	3,473,192	$	(60,211)	$	(1,007,925)
Net income							238,728				238,728
Dividends declared ($1.38 per common share)							(111,986)				(111,986)
Dividends paid in shares					44						44
Other comprehensive income (loss), net of tax									2,775		2,775
Common stock issued	2										2
Shares withheld for tax withholding			(43,960)								(43,960)
Compensation payable in common stock					20,988						20,988
Common stock repurchased and held in treasury											—
Common stock issued to Directors and (held in)/released from treasury			(30)								(30)
Balance at March 31, 2023	1,338		(5,982,106)		1,536,906		3,599,934		(57,436)		(901,364)

Net income							246,825				246,825
Dividends declared ($1.38 per common share)							(110,383)				(110,383)
Dividends paid in shares	—				33						33
Other comprehensive income (loss), net of tax									791		791
Common stock issued	—										—
Shares withheld for tax withholding			(611)								(611)
Compensation payable in common stock					16,426						16,426
Common stock repurchased and held in treasury			(444,655)								(444,655)
Common stock issued to Directors and (held in)/released from treasury			(730)								(730)
Balance at June 30, 2023	$	1,338	$	(6,428,102)	$	1,553,365	$	3,736,376	$	(56,645)	$	(1,193,668)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
(unaudited)	2024		2023
Cash flows from operating activities
Net income	$	522,712	$	485,553
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	79,377		50,821
Stock-based compensation expense	53,732		37,231
Depreciation and amortization of property, equipment and leasehold improvements	8,307		10,659
Amortization of right of use assets	11,837		11,586
Amortization of debt origination fees	2,567		2,526
Loss on extinguishment of debt	1,510		—
Deferred taxes	42,555		(11,766)
Other adjustments	(3,085)		5,978
Changes in assets and liabilities:
Accounts receivable	125,264		50,985
Prepaid income taxes	(39,595)		(32,729)
Prepaid and other assets	1,676		5,836
Other non-current assets	(1,961)		(3,109)
Accounts payable	2,646		(7,850)
Income taxes payable	2,134		3,547
Accrued compensation and related benefits	(84,865)		(65,529)
Other accrued liabilities	3,162		2,869
Deferred revenue	(60,128)		23,443
Long-term operating lease liabilities	(12,387)		(10,396)
Other non-current liabilities	(6,019)		(3,515)
Other	(54)		(195)
Net cash provided by operating activities	649,385		555,945


Cash flows from investing activities
Capitalized software development costs	(38,673)		(32,663)
Capital expenditures	(12,889)		(15,378)
Cash paid for acquisitions, net of cash acquired	(27,467)		—
Other	(429)		(389)
Net cash used in investing activities	(79,458)		(48,430)


Cash flows from financing activities
Repurchase of common stock held in treasury	(311,709)		(485,417)
Payment of dividends	(258,223)		(222,260)
Repayment of borrowings	(339,063)		(4,375)
Proceeds from borrowings	336,875		—
Payment of debt issuance costs	(3,739)		—

Net cash used in financing activities	(575,859)		(712,052)


Effect of exchange rate changes	(4,360)		3,302

Net (decrease) increase in cash, cash equivalents and restricted cash	(10,292)		(201,235)

Cash, cash equivalents and restricted cash, beginning of period	461,693		993,564
Cash, cash equivalents and restricted cash, end of period	$	451,401	$	792,329


Supplemental disclosure of cash flow information:
Cash paid for interest	$	90,732	$	90,661
Cash paid for income taxes, net of refunds received	$	113,232	$	138,587

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	6,809	$	5,567

Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid	$	761	$	1,014

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. INTRODUCTION AND BASIS OF PRESENTATION

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

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.

In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.

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

Concentrations

For the six months ended June 30, 2024 and 2023, BlackRock, Inc. (“BlackRock”) accounted for 10.1% and 10.0% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2024 and 2023, BlackRock accounted for 17.8% and 16.9% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate or All Other – Private Assets segments for the six months ended June 30, 2024 and 2023.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2022 to June 30, 2024 were as follows:


(in thousands)	Amount
Balance as of December 31, 2022	$	2,652
Addition to credit loss expense	2,196
Write-offs, net of recoveries	(880)
Balance as of December 31, 2023	$	3,968

Addition to credit loss expense	1,611
Write-offs, net of recoveries	(1,103)
Balance as of June 30, 2024	$	4,476

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2. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.

3. REVENUE RECOGNITION

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

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


	For the Three Months Ended June 30, 2024
	Segments
(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	217,032	$	162,128	$	78,000	$	64,309	$	521,469
Asset-based fees	163,281		—		—		—		163,281
Non-recurring	16,879		3,867		1,855		598		23,199
Total	$	397,192	$	165,995	$	79,855	$	64,907	$	707,949


	For the Six Months Ended June 30, 2024
	Segments
(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	429,984	$	322,679	$	154,418	$	127,443	$	1,034,524
Asset-based fees	313,540		—		—		—		313,540
Non-recurring	27,540		7,282		3,321		1,707		39,850
Total	$	771,064	$	329,961	$	157,739	$	129,150	$	1,387,914


	For the Three Months Ended June 30, 2023
	Segments
(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	200,714	$	147,504	$	70,047	$	37,427	$	455,692
Asset-based fees	138,162		—		—		—		138,162
Non-recurring	23,440		2,377		1,172		314		27,303
Total	$	362,316	$	149,881	$	71,219	$	37,741	$	621,157

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	For the Six Months Ended June 30, 2023
	Segments
(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	397,392	$	292,007	$	135,779	$	75,761	$	900,939
Asset-based fees	271,288		—		—		—		271,288
Non-recurring	33,018		4,944		2,498		688		41,148
Total	$	701,698	$	296,951	$	138,277	$	76,449	$	1,213,375

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


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2023)	$	839,555	$	1,083,864
Closing (June 30, 2024)	709,487		1,017,997
Increase/(decrease)	$	(130,068)	$	(65,867)


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2022)	$	663,236	$	882,886
Closing (June 30, 2023)	612,885		909,623
Increase/(decrease)	$	(50,351)	$	26,737

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $285.3 million and $705.6 million for the three and six months ended June 30, 2024, respectively, and $269.6 million and $626.2 million for the three and six months ended June 30, 2023, respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of June 30, 2024 and December 31, 2023, the Company carried a long-term deferred revenue balance of $27.4 million and $28.8 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

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


	As of
	June 30,
(in thousands)	2024
First 12-month period	$	879,064
Second 12-month period	551,575
Third 12-month period	272,953
Periods thereafter	175,858
Total	$	1,879,450

4. EARNINGS PER COMMON SHARE

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2024		2023		2024		2023
Net income	$	266,758	$	246,825	$	522,712	$	485,553

Basic weighted average common shares outstanding	79,085		79,592		79,140		79,815
Effect of dilutive securities:
PSUs, RSUs and PSOs	160		313		237		378
Diluted weighted average common shares outstanding	79,245		79,905		79,377		80,193


Earnings per common share:
Basic	$	3.37	$	3.10	$	6.60	$	6.08
Diluted	$	3.37	$	3.09	$	6.59	$	6.05

5. ACQUISITIONS

On October 2, 2023, the Company acquired the remaining 66.4% interest in The Burgiss Group, LLC (“Burgiss”) for $696.8 million in cash (the “step acquisition”). The Company’s existing 33.6% interest in Burgiss had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million which the Company recognized during the three months ended December 31, 2023. The acquisition of Burgiss will provide the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.

The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within the All Other – Private Assets reportable segment. With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions. Prior to the step acquisition, Burgiss was accounted for as an equity-method investment. Therefore, MSCI did not recognize the proportionate share of Burgiss’ operating revenues, rather, the Company’s proportionate share of the income or loss of Burgiss was reported as a component of other (expense) income, net. A portion of Burgiss’s client agreements do not have automatic renewal clauses at the end of the subscription period. Due to the historically high retention rate, the expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.

The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

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(in thousands)	Estimated Useful Life	Fair Value
Cash and cash equivalents		$	5,397
Accounts receivable		25,839
Prepaid Income Taxes		30
Other current assets		4,178
Property, equipment and leasehold improvements, net		670
Right of use assets		3,443
Other non-current assets		471
Deferred revenue		(21,479)
Other current liabilities		(13,412)
Long-term operating lease liabilities		(2,525)


Intangible assets:
Proprietary data	11 years	229,900
Customer relationships	21 years	179,900
Acquired technology and software	3 years	19,000
Trademarks	1 year	900
Goodwill		617,622
Net assets acquired		$	1,049,934

The Company, with the assistance of third-party valuation experts, calculated the fair values of intangible assets using the relief from royalty method for proprietary data, acquired technology and software and trademarks and the multi-period excess earnings method for customer relationships. The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates. The weighted average amortization period of the acquired intangible assets was 14.8 years.

The recorded goodwill is primarily attributable to the expected synergies from the utilization of the acquired data as well as expanded market opportunities. Goodwill attributable to the acquisition is deductible for federal income tax purposes to the extent of consideration paid.

Revenue of Burgiss recognized within the consolidated financial statements was $26.8 million and $51.0 million for the three and six months ended June 30, 2024, respectively.

On November 1, 2023, MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider. Trove is a part of the ESG and Climate operating segment.

On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors. Fabric is a part of the Analytics operating segment. The contingent consideration related to Fabric is payable based upon the future product sales of the acquired business.

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The contingent consideration related to Foxberry is payable based upon the achievement of integration metrics related to the operation of the platform.

The Company recognizes the fair value of contingent consideration at the date of acquisition. The liability associated with any contingent consideration is remeasured to fair value at each reporting date subsequent to the acquisition and changes in the fair value are recorded in the Unaudited Condensed Consolidated Statements of Income.

The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:

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(in thousands, except weighted average amortization period of intangible asset)	Trove		Fabric		Foxberry
Acquisition Date	November 1, 2023		January 2, 2024		April 16, 2024

Cash payments	$	37,473	$	7,959	$	20,945
Deferred payments	—		—		2,529
Contingent consideration liability	—		8,146		19,094
Aggregate purchase price	$	37,473	$	16,105	$	42,568


Net tangible assets acquired (liabilities assumed)	$	(4,787)	$	(226)	$	1,748
Intangible assets	7,705		11,300		22,500
Goodwill	34,555		5,031		18,320
Aggregate purchase price	$	37,473	$	16,105	$	42,568


Weighted average amortization period of intangible assets (years)	13.0		9.1		7.9

The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily include forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of June 30, 2024, the fair value of the contingent consideration was $27.7 million, of which $9.8 million is included in “Other accrued liabilities” and $17.9 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

Changes in the Company’s Level 3 financial liabilities for the three and six months ended June 30, 2024 and 2023, respectively, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Beginning balance	$	8,269	$	—	$	—	$	—
Additions of contingent consideration1	19,094		—		27,240		—
Change in fair value	383		—		506		—
Payments	—		—		—		$	—
Ending Balance	$	27,746	$	—	$	27,746	$	—

___________________________

(1) Reflects balance of contingent consideration at acquisition date fair value.

The recorded goodwill for Trove is primarily attributable to expected synergies from the utilization of the acquired data as well as expanded market opportunities. The recorded goodwill amounts for Fabric and Foxberry are primarily attributable to expected synergies from the utilization of the acquired technology platforms. Goodwill attributable to the acquisitions of Fabric, Trove and Foxberry are not deductible for federal income tax purposes.

Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $1.1 million, $168 thousand and $178 thousand for the three months ended June 30, 2024, respectively. Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $2.4 million, $337 thousand and $178 thousand for the six months ended June 30, 2024, respectively.

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6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

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


	As of
	June 30,		December 31,
(in thousands)	2024		2023
Computer & related equipment	$	172,371	$	192,008
Furniture & fixtures	15,764		16,169
Leasehold improvements	56,283		58,582
Work-in-process	3,506		897
Subtotal	247,924		267,656

Accumulated depreciation and amortization	(183,950)		(211,736)
Property, equipment and leasehold improvements, net	$	63,974	$	55,920

Depreciation and amortization expense of property, equipment and leasehold improvements was $4.2 million and $5.2 million for the three months ended June 30, 2024 and 2023, respectively.

Depreciation and amortization expense of property, equipment and leasehold improvements was $8.3 million and $10.7 million for the six months ended June 30, 2024 and 2023, respectively.

7. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents goodwill by reportable segment:


(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Goodwill at December 31, 2023	$	1,203,435	$	290,976	$	84,724	$	1,308,557	$	2,887,692
Acquisitions (1)	18,320		5,031		(357)		(793)		22,200
Foreign exchange translation adjustment	11		—		(323)		(166)		(477)
Goodwill at June 30, 2024	$	1,221,766	$	296,007	$	84,044	$	1,307,598	$	2,909,415

___________________________

(1) Reflects the impact of the acquisitions of Foxberry, Fabric, Trove and Burgiss.

Intangible Assets, Net

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Amortization expense of acquired intangible assets	$	25,893	$	15,851	$	51,160	$	31,682
Amortization expense of internally developed capitalized software	14,880		10,303		28,217		19,139
Total amortization of intangible assets expense	$	40,773	$	26,154	$	79,377	$	50,821

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


	June 30, 2024						December 31, 2023
(in thousands)	Gross intangible assets:		Accumulated amortization:		Net intangible assets:		Gross intangible assets:		Accumulated amortization:		Net intangible assets:
Customer relationships	$	715,165	$	(359,623)	$	355,542	$	709,299	$	(340,248)	$	369,051
Proprietary data	452,232		(84,858)		367,374		452,543		(64,694)		387,849
Acquired technology and software	256,967		(191,957)		65,010		228,785		(185,583)		43,202
Trademarks	209,090		(176,730)		32,360		209,090		(171,715)		37,375
Internally developed capitalized software	274,914		(146,034)		128,880		237,060		(118,303)		118,757
Total	$	1,908,368	$	(959,202)	$	949,166	$	1,836,777	$	(880,543)	$	956,234

The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2024 and succeeding years:


Years Ending December 31, (in thousands)	Amortization Expense
Remainder of 2024	$	83,804
2025	144,112
2026	108,685
2027	77,707
2028	69,711
Thereafter	465,147
Total	$	949,166

8. DEBT

As of June 30, 2024, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:


		Principal Amount Outstanding at		Carrying Value at		Carrying Value at		Fair Value at		Fair Value at
(in thousands)	Maturity Date	June 30, 2024		June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	994,182	$	993,637	$	933,350	$	941,090
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		895,918		895,587		809,514		815,526
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		992,708		992,161		899,970		914,360
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		595,181		594,852		526,722		529,458
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		693,866		693,532		578,998		586,509
Variable rate Tranche A Term Loans due 2027	February 16, 2027	—		—		337,959		—		337,367
Variable rate revolving loan commitments(1)	January 26, 2029	336,875		336,875		—		335,191		—
Total debt		$	4,536,875	$	4,508,730	$	4,507,728	$	4,083,745	$	4,124,310

___________________________

(1)As of June 30, 2024, there were $4.5 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments of which $1.0 million is included in “Prepaid and other assets,” and $3.5 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.

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Maturities of the Company’s principal debt payments as of June 30, 2024 are as follows:


Maturity of Principal Debt Payments (in thousands)	Amounts
Remainder of 2024	$	—
2025	—
2026	—
2027	—
2028	—
Thereafter	4,536,875
Total debt	$	4,536,875

Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:

Interest payment frequency

First interest
payment date

Senior Notes and Revolving Loan Commitments

4.000% senior unsecured notes due 2029

Semi-Annual

May 15

3.625% senior unsecured notes due 2030

Semi-Annual

March 1

3.875% senior unsecured notes due 2031

Semi-Annual

June 1

3.625% senior unsecured notes due 2031

Semi-Annual

May 1

3.250% senior unsecured notes due 2033

Semi-Annual

February 15

Variable rate revolving loan commitments(1)

Variable

February 26

___________________________

(1) The first payment occurred on February 26, 2024.

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

Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $1,250.0 million of revolving loan commitments under a revolving credit facility (the “Revolving Credit Facility”), which may be drawn until January 26, 2029. At the closing of the Credit Agreement, the Company drew $336.9 million on the Revolving Credit Facility and primarily used the proceeds to prepay all senior unsecured Tranche A Term Loans (the “Tranche A Term Loans”) under the term loan A facility (the “TLA Facility”) under the Prior Credit Agreement. The obligations under the Credit Agreement are general unsecured obligations of the Company. The prepayment of the Tranche A Term Loans and the entry into the Credit Agreement resulted in an approximately $1.5 million loss on extinguishment related to unamortized debt issuance costs during the three months ended March 31, 2024. The loss on extinguishment was recorded in “Other expense (income)” on the Unaudited Condensed Consolidated Statement of Income.

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement). So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50% for Base Rate loans, and 1.50% for SOFR loans. At June 30, 2024, the interest rate on the revolving loans was 6.94%.

Interest on the Tranche A Term Loans under the TLA Facility accrued, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin and was due on each Interest Payment Date (as defined in the Prior Credit Agreement). The applicable margin was calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ranged between 1.50% to 2.00% for SOFR loans, and 0.50% to 1.00% for Base Rate loans.

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing

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fees related to prior credit facilities, are being amortized over their related lives. At June 30, 2024, $32.6 million of the deferred financing fees and premium remain unamortized, $1.0 million of which is included in “Prepaid and other assets,” $3.5 million of which is included in “Other non-current assets” and $28.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

9. LEASES

The components of lease expense (income) of the Company’s operating leases are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Operating lease expenses	$	7,655	$	7,178	$	14,794	$	14,292
Variable lease costs	550		930		1,619