Item 1. Financial Statements

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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		1,821
Short-term lease costs	224		188		439		439
Sublease income	(918)		(1,276)		(1,746)		(2,551)
Total lease costs	$	7,511	$	7,020	$	15,106	$	14,001

Maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows:


Maturity of Lease Liabilities	Operating
(in thousands)	Leases
Remainder of 2024	$	14,657
2025	32,290
2026	30,121
2027	23,930
2028	23,176
Thereafter	52,778
Total lease payments	$	176,952

Less: Interest	(21,202)
Present value of lease liabilities	$	155,750


Other accrued liabilities	$	25,191
Long-term operating lease liabilities	$	130,559

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


	As of
	June 30,		December 31,
Lease Term and Discount Rate	2024		2023
Weighted-average remaining lease term (years)	6.49		7.04
Weighted-average discount rate	4.00	%	3.66	%

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


Other Information	Six Months Ended June 30,
(in thousands)	2024		2023
Operating cash flows used for operating leases	$	15,514	$	14,906
Right of use assets obtained in exchange for new operating lease liabilities	$	27,245	$	7,225

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10. SHAREHOLDERS’ EQUITY (DEFICIT)

Return of capital

On July 28, 2022, the Board of Directors authorized a stock repurchase program (the “2022 Repurchase Program”) for the purchase of up to $1,000.0 million worth of shares of MSCI’s common stock in addition to the $539.1 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2022 Repurchase Program for a total of $1,539.1 million of stock repurchase authorization available under the 2022 Repurchase Program.

Share repurchases made pursuant to the 2022 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of June 30, 2024, there was $604.2 million of available authorization remaining under the 2022 Repurchase Program.

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


Six months ended (in thousands, except per share data)	Average Price Paid Per Share		Total Number of Shares Repurchased	Dollar Value of Shares Repurchased(1)
June 30, 2024	$	483.79	499	$	241,518
June 30, 2023	$	468.31	941	$	440,847

(1) The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).

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


	Dividends
(in thousands, except per share data)	Per Share		Declared		Distributed		(Released)/Deferred
2024
Three Months Ended March 31,	$	1.60	$	129,444	$	131,378	$	(1,934)
Three Months Ended June 30,	1.60		127,304		126,958		346


Total	$	3.20	$	256,748	$	258,336	$	(1,588)

2023
Three Months Ended March 31,	$	1.38	$	111,986	$	112,189	$	(203)
Three Months Ended June 30,	1.38		110,383		110,147		236


Total	$	2.76	$	222,369	$	222,336	$	33

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Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the six months ended June 30, 2024:


	Common Stock		Treasury	Common Stock
	Issued	Stock	Outstanding
Balance at December 31, 2023	133,817,332		(54,726,120)	79,091,212
Dividend payable/paid	61		—	61
Common stock issued	252,637		—	252,637
Shares withheld for tax withholding	—		(119,861)	(119,861)
Shares repurchased under stock repurchase programs	—		—	—
Shares issued to directors	67		(67)	—
Balance at March 31, 2024	134,070,097		(54,846,048)	79,224,049

Dividend payable/paid	—		—	—
Common stock issued	779		—	779
Shares withheld for tax withholding	—		(359)	(359)
Shares repurchased under stock repurchase programs	—		(499,224)	(499,224)
Shares issued to directors	4,941		19,499	24,440
Balance at June 30, 2024	134,075,817		(55,326,132)	78,749,685

11. INCOME TAXES

The Company’s provision for income taxes was $113.2 million and $98.0 million for the six months ended June 30, 2024 and 2023, respectively.

The effective tax rate of 17.8% for the six months ended June 30, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.0 million, related to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $0.3 million related to prior-year items.

The effective tax rate of 16.8% for the six months ended June 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.4 million, primarily related to $11.2 million of excess tax benefits recognized on share-based compensation vested during the period and $5.2 million related to prior-year items.

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

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $22.1 million in the next twelve months as a result of the resolution of prior-year items.

During the three and six months ended June 30, 2024, the Company’s unrecognized tax benefits increased by $3.5 million and increased by $2.1 million, respectively.

12. SEGMENT INFORMATION

The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions, which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets. During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions. The operating segments of Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined and presented as part of All Other – Private Assets reportable segment.

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Prior to the step acquisition of Burgiss on October 2, 2023, the Company’s ownership interest in Burgiss was classified as an equity-method investment. Therefore, prior to the acquisition of Burgiss, the All Other – Private Assets segment did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss. The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was not a component of Adjusted EBITDA as it was reported as a component of other (expense) income, net. Following the acquisition, the consolidated results of Burgiss were included in the Company’s Private Capital Solutions operating segment.

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

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

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

The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. In addition, Real Assets performance and risk analytics range from enterprise-wide to property-specific analysis. The Real Assets operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.

The Private Capital Solutions operating segment offers a suite of tools to help private asset investors across mission-critical workflows, such as sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities supporting private capital investing.

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Operating revenues
Index	$	397,192	$	362,316	$	771,064	$	701,698
Analytics	165,995		149,881		329,961		296,951
ESG and Climate	79,855		71,219		157,739		138,277
All Other - Private Assets	64,907		37,741		129,150		76,449
Total	$	707,949	$	621,157	$	1,387,914	$	1,213,375

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Index Adjusted EBITDA	$	306,990	$	277,070	$	584,750	$	530,752
Analytics Adjusted EBITDA	81,672		65,149		153,884		125,929
ESG and Climate Adjusted EBITDA	23,930		22,798		45,021		40,674
All Other - Private Assets Adjusted EBITDA	17,363		12,289		29,873		24,680
Total reportable segment profitability	429,955		377,306		813,528		722,035

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
Acquisition-related integration and transaction costs(1)	2,348		—		3,854		—
Operating income	382,608		345,953		721,990		660,555

Other expense (income), net	42,614		38,795		86,103		77,025
Provision for income taxes	73,236		60,333		113,175		97,977
Net income	$	266,758	$	246,825	$	522,712	$	485,553

(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Operating revenues
Americas:
United States	$	290,443	$	256,434	$	571,118	$	494,850
Other	32,986		27,574		63,345		55,110
Total Americas	323,429		284,008		634,463		549,960


Europe, the Middle East and Africa ("EMEA"):
United Kingdom	116,245		99,692		229,538		191,352
Other	157,278		139,851		308,962		278,170
Total EMEA	273,523		239,543		538,500		469,522


Asia & Australia:
Japan	28,971		24,285		55,544		50,302
Other	82,026		73,321		159,407		143,591
Total Asia & Australia	110,997		97,606		214,951		193,893


Total	$	707,949	$	621,157	$	1,387,914	$	1,213,375

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


	As of
	June 30,		December 31,
(in thousands)	2024		2023
Long-lived assets
Americas:
United States	$	241,727	$	204,238
Other	9,621		11,585
Total Americas	251,348		215,823


EMEA:
United Kingdom	17,466		18,403
Other	21,527		22,072
Total EMEA	38,993		40,475


Asia & Australia:
Japan	985		1,321
Other	29,900		31,507
Total Asia & Australia	30,885		32,828


Total	$	321,226	$	289,126

13. SUBSEQUENT EVENTS

On July 22, 2024, the Board of Directors declared a quarterly cash dividend of $1.60 per share for the three months ending September 30, 2024 (“third quarter 2024”). The third quarter 2024 dividend is payable on August 30, 2024 to shareholders of record as of the close of trading on August 16, 2024.

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