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
	March 31,		December 31,
(unaudited)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,565 and $3,497 at March 31, 2025 and December 31, 2024, respectively)	$	360,671	$	409,351
Accounts receivable (net of allowances of $5,333 and $5,284 at March 31, 2025 and December 31, 2024, respectively)	749,247		820,709
Prepaid income taxes	52,456		48,162
Prepaid and other assets	73,161		65,799
Total current assets	1,235,535		1,344,021

Property, equipment and leasehold improvements, net	85,618		70,885
Right of use assets	118,600		119,435
Goodwill	2,918,559		2,915,167
Intangible assets, net	886,750		907,613
Deferred tax assets	41,044		40,626
Other non-current assets	58,268		47,692
Total assets	$	5,344,374	$	5,445,439


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	10,656	$	14,517
Income taxes payable	72,167		37,989
Accrued compensation and related benefits	92,743		217,492

Other accrued liabilities	208,220		192,233
Deferred revenue	1,082,542		1,123,423
Total current liabilities	1,466,328		1,585,654

Long-term debt	4,546,859		4,510,816
Long-term operating lease liabilities	118,446		121,153
Deferred tax liabilities	51,878		47,623
Other non-current liabilities	119,433		120,190
Total liabilities	6,302,944		6,385,436


Commitments and Contingencies (see Note 7)

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; 134,298,561 and 134,079,855 common shares issued and 77,601,766 and 77,744,588 common shares outstanding at March 31, 2025 and December 31, 2024, respectively)	1,343		1,341
Treasury shares, at cost (56,696,795 and 56,335,267 common shares held at March 31, 2025 and December 31, 2024, respectively)	(7,548,241)		(7,334,291)
Additional paid in capital	1,724,488		1,683,693
Retained earnings	4,927,508		4,780,300
Accumulated other comprehensive loss	(63,668)		(71,040)
Total shareholders’ equity (deficit)	(958,570)		(939,997)

Total liabilities and shareholders’ equity (deficit)	$	5,344,374	$	5,445,439

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Three Months Ended March 31,
(unaudited)	2025		2024
Operating revenues	$	745,826	$	679,965

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	136,790		128,514
Selling and marketing	78,707		72,168
Research and development	47,591		40,525
General and administrative	57,097		56,691
Amortization of intangible assets	43,872		38,604
Depreciation and amortization of property, equipment and leasehold improvements	4,746		4,081
Total operating expenses	368,803		340,583


Operating income	377,023		339,382

Interest income	(3,876)		(6,048)
Interest expense	46,492		46,674
Other expense (income)	3,337		2,863

Other expense (income), net	45,953		43,489


Income before provision for income taxes	331,070		295,893
Provision for income taxes	42,470		39,939
Net income	$	288,600	$	255,954


Earnings per share:
Basic	$	3.72	$	3.23
Diluted	$	3.71	$	3.22

Weighted average shares outstanding:
Basic	77,630		79,195
Diluted	77,807		79,508

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended March 31,
(unaudited)	2025		2024
Net income	$	288,600	$	255,954
Other comprehensive income (loss):
Foreign currency translation adjustments	7,495		(2,542)
Income tax effect	(687)		329
Foreign currency translation adjustments, net	6,808		(2,213)


Pension and other post-retirement adjustments	567		21
Income tax effect	(3)		(13)
Pension and other post-retirement adjustments, net	564		8

Other comprehensive (loss) income, net of tax	7,372		(2,205)

Comprehensive income	$	295,972	$	253,749

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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, 2024	$	1,341	$	(7,334,291)	$	1,683,693	$	4,780,300	$	(71,040)	$	(939,997)
Net income							288,600				288,600
Dividends declared ($1.80 per common share)							(141,392)				(141,392)
Dividends paid in shares					35						35
Other comprehensive income (loss), net of tax									7,372		7,372
Common stock issued	2										2
Shares withheld for tax withholding			(57,735)								(57,735)
Exercise of stock options					394						394
Compensation payable in common stock					40,366						40,366
Common stock repurchased and held in treasury			(156,207)								(156,207)
Common stock issued to Directors and (held in)/released from treasury			(8)								(8)
Balance at March 31, 2025	$	1,343	$	(7,548,241)	$	1,724,488	$	4,927,508	$	(63,668)	$	(958,570)


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)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
(unaudited)	2025		2024
Cash flows from operating activities
Net income	$	288,600	$	255,954
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	43,872		38,604
Stock-based compensation expense	40,004		34,336
Depreciation and amortization of property, equipment and leasehold improvements	4,746		4,081
Amortization of right of use assets	5,931		5,813
Amortization of debt origination fees	1,288		1,280
Loss on extinguishment of debt	—		1,510
Deferred taxes	3,399		(7,625)
Other adjustments	7,344		(3,533)
Changes in assets and liabilities:
Accounts receivable	73,204		91,109
Prepaid income taxes	(4,191)		14,874
Prepaid and other assets	(7,041)		1,427
Other non-current assets	(9,621)		73
Accounts payable	(5,856)		2,045
Income taxes payable	32,759		22,154
Accrued compensation and related benefits	(127,136)		(132,328)
Other accrued liabilities	9,022		3,086
Deferred revenue	(46,860)		(25,949)
Long-term operating lease liabilities	(6,723)		(5,666)
Other non-current liabilities	(871)		(1,108)
Other	(133)		—
Net cash provided by operating activities	301,737		300,137


Cash flows from investing activities
Capitalized software development costs	(21,361)		(19,966)
Capital expenditures	(11,500)		(4,271)
Acquisition of a business, net of cash acquired	—		(7,820)
Other	(43)		(276)
Net cash used in investing activities	(32,904)		(32,333)


Cash flows from financing activities
Repurchase of common stock held in treasury	(213,093)		(69,991)
Payment of dividends	(143,784)		(131,305)
Repayment of borrowings	(65,000)		(339,063)
Proceeds from borrowings	100,000		336,875
Proceeds from exercise of stock options	394		—
Payment of contingent consideration and deferred purchase price from acquisitions	(239)		—
Payment of debt issuance costs	—		(3,739)
Net cash (used in) provided by financing activities	(321,722)		(207,223)


Effect of exchange rate changes	4,209		(2,959)

Net (decrease) increase in cash, cash equivalents and restricted cash	(48,680)		57,622

Cash, cash equivalents and restricted cash, beginning of period	409,351		461,693
Cash, cash equivalents and restricted cash, end of period	$	360,671	$	519,315


Supplemental disclosure of cash flow information:
Cash paid for interest	$	33,648	$	34,050
Cash paid for income taxes, net of refunds received	$	11,247	$	11,393

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	10,576	$	2,668

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. INTRODUCTION AND BASIS OF PRESENTATION

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively. Our products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.

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, 2024. 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.

In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings. There were no changes to the composition of our operating or reportable segments, the financial information reviewed by our chief operating decision maker (“CODM”), or our historical segment operating results.

Concentrations

For the three months ended March 31, 2025 and 2024, BlackRock, Inc. (“BlackRock”) accounted for 10.3% and 10.0% of the Company’s consolidated operating revenues, respectively. For the three months ended March 31, 2025 and 2024, BlackRock accounted for 17.8% and 17.9% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the three months ended March 31, 2025 and 2024.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2023 to March 31, 2025 were as follows:


(in thousands)	Amount
Balance as of December 31, 2023	$	3,968
Addition to credit loss expense	3,990
Write-offs, net of recoveries	(2,674)
Balance as of December 31, 2024	$	5,284

Addition to credit loss expense	734
Write-offs, net of recoveries	(685)
Balance as of March 31, 2025	$	5,333

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 was adopted by the Company and is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods. The adoption of ASU 2023-07 expanded certain disclosures but did not have a material impact on our 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. The adoption of ASU 2023-09 will expand our disclosures, but we do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” or ASU 2024-03. The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in 2028 on a prospective basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

3. REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.

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


	For the Three Months Ended March 31, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	233,330	$	169,755	$	82,737	$	66,819	$	552,641
Asset-based fees	177,415		—		—		—		177,415
Non-recurring	10,998		2,430		1,882		460		15,770
Total	$	421,743	$	172,185	$	84,619	$	67,279	$	745,826


	For the Three Months Ended March 31, 2024
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	212,952	$	160,551	$	76,418	$	63,134	$	513,055
Asset-based fees	150,259		—		—		—		150,259
Non-recurring	10,661		3,415		1,466		1,109		16,651
Total	$	373,872	$	163,966	$	77,884	$	64,243	$	679,965

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, 2024)	$	820,709	$	1,123,423
Closing (March 31, 2025)	749,247		1,082,542
Increase/(decrease)	$	(71,462)	$	(40,881)


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2023)	$	839,555	$	1,083,864
Closing (March 31, 2024)	745,611		1,053,961
Increase/(decrease)	$	(93,944)	$	(29,903)

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $447.3 million and $420.3 million for the three months ended March 31, 2025 and 2024 respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of March 31, 2025 and December 31, 2024, the Company carried a long-term deferred revenue balance of $30.9 million and $32.2 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

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


	As of
	March 31,
(in thousands)	2025
First 12-month period	$	951,513
Second 12-month period	598,070
Third 12-month period	262,439
Periods thereafter	202,346
Total	$	2,014,368

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, stock options, restricted stock units, performance stock units, and performance stock options.

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


	Three Months Ended March 31,
(in thousands, except per share data)	2025		2024
Net income	$	288,600	$	255,954

Basic weighted average common shares outstanding	77,630		79,195
Effect of dilutive securities	177		313
Diluted weighted average common shares outstanding	77,807		79,508


Earnings per common share:
Basic	$	3.72	$	3.23
Diluted	$	3.71	$	3.22

5. ACQUISITIONS

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 aggregate purchase price for Fabric was $16.1 million and resulted in the recognition of $5.9 million of goodwill.

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 aggregate purchase price for Foxberry was $42.6 million and resulted in the recognition of $23.9 million of goodwill.

The Fabric and Foxberry acquisitions each included contingent consideration as a component of the aggregate purchase price. The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included 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 March 31, 2025, the fair value of the contingent consideration was $29.1 million, of which $9.6 million is included in “Other accrued liabilities” and $19.5 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 periods indicated were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Beginning balance	$	28,647	$	—
Additions of contingent consideration(1)	—		8,146
Change in fair value	469		123
Payments	—		—
Ending Balance	$	29,116	$	8,269

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

6. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table shows the changes in our goodwill balances from December 31, 2024 to March 31, 2025:


	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Goodwill at December 31, 2024	$	1,226,956	$	296,880	$	83,703	$	1,307,628	$	2,915,167
Foreign exchange translation adjustment	1,704		—		1,092		596		3,392
Goodwill at March 31, 2025	$	1,228,660	$	296,880	$	84,795	$	1,308,224	$	2,918,559

Intangible Assets, Net

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


	Three Months Ended March 31,
(in thousands)	2025		2024
Amortization expense of acquired intangible assets	$	25,817	$	25,267
Amortization expense of internally developed capitalized software	18,055		13,337
Total amortization of intangible assets expense	$	43,872	$	38,604

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


	March 31, 2025						December 31, 2024
(in thousands)	Gross intangible assets		Accumulated amortization		Net intangible assets		Gross intangible assets		Accumulated amortization		Net intangible assets
Customer relationships	$	715,495	$	(389,076)	$	326,419	$	715,020	$	(379,087)	$	335,933
Proprietary data	453,956		(115,907)		338,049		452,813		(104,980)		347,833
Acquired technology and software	257,360		(202,739)		54,621		256,794		(199,090)		57,704
Trademarks	209,090		(183,803)		25,287		209,090		(181,521)		27,569
Internally developed capitalized software	339,467		(197,093)		142,374		316,795		(178,221)		138,574
Total	$	1,975,368	$	(1,088,618)	$	886,750	$	1,950,512	$	(1,042,899)	$	907,613

The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2025 and succeeding years:


Years Ending December 31, (in thousands)	Amortization Expense
Remainder of 2025	$	119,370
2026	129,789
2027	98,124
2028	72,713
2029	70,057
Thereafter	396,697
Total	$	886,750

7. DEBT

As of March 31, 2025, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $371.9 million of revolving loans 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	March 31, 2025		March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	995,000	$	994,727	$	955,810	$	944,070
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		896,414		896,249		832,788		820,845
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		993,528		993,255		930,810		918,400
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		595,674		595,509		542,808		538,350
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		694,368		694,201		604,450		592,046
Variable rate revolving loans (1)	January 26, 2029	371,875		371,875		336,875		370,016		333,506
Total debt		$	4,571,875	$	4,546,859	$	4,510,816	$	4,236,682	$	4,147,217

(1)As of March 31, 2025 there were $3.8 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility of which $1.0 million is included in “Prepaid and other assets,” and $2.8 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.

Maturities of the Company’s principal debt payments as of March 31, 2025 are as follows:


Maturity of Principal Debt Payments (in thousands)	Amounts
Remainder of 2025	$	—
2026	—
2027	—
2028	—
2029	1,371,875
Thereafter	3,200,000
Total debt	$	4,571,875

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 Loans
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 loans (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. The obligations under the Credit Agreement are general unsecured obligations of the Company.

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 March 31, 2025, the interest rate on the revolving loans under the Revolving Credit Facility was 5.9%.

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 fees related to prior credit facilities, are being amortized over their related lives. At March 31, 2025, $28.8 million of the deferred financing fees and premium remain unamortized, $1.0 million of which is included in “Prepaid and other assets,” $2.8 million of which is included in “Other non-current assets” and $25.0 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

8. LEASES

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


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating lease expenses	$	7,465	$	7,139
Variable lease costs	236		1,069
Short-term lease costs	99		215
Sublease income	(659)		(828)
Total lease costs	$	7,141	$	7,595

Maturities of the Company’s operating lease liabilities as of March 31, 2025 are as follows:


Maturity of Lease Liabilities	Operating
(in thousands)	Leases
Remainder of 2025	$	23,341
2026	31,990
2027	25,739
2028	24,915
2029	16,904
Thereafter	40,250
Total lease payments	$	163,139

Less: Interest	(18,649)
Present value of lease liabilities	$	144,490


Other accrued liabilities	$	26,044
Long-term operating lease liabilities	$	118,446

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


	As of
	March 31,		December 31,
Lease Term and Discount Rate	2025		2024
Weighted-average remaining lease term (years)	6.03		6.27
Weighted-average discount rate	4.09	%	4.06	%

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


Other Information	Three Months Ended March 31,
(in thousands)	2025		2024
Operating cash flows used for operating leases	$	8,157	$	7,626
Right of use assets obtained in exchange for new operating lease liabilities	$	4,194	$	23,237

9. SHAREHOLDERS’ EQUITY (DEFICIT)

Return of capital

On October 28, 2024, the Board of Directors authorized a stock repurchase program (the “2024 Repurchase Program”) for the purchase of up to $1,500.0 million worth of shares of MSCI’s common stock in addition to the $405.4 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2024 Repurchase Program for a total of $1,905.4 million of stock repurchase authorization available under the 2024 Repurchase Program.

Share repurchases made pursuant to the 2024 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

As of March 31, 2025, there was $1,380.2 million of available authorization remaining under the 2024 Repurchase Program.

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


Three months ended (in thousands, except per share data)	Average Price Paid Per Share		Total Number of Shares Repurchased	Dollar Value of Shares Repurchased(1)
March 31, 2025	$	590.60	263	$	155,358
March 31, 2024	$	—	—	$	—

(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
Three Months Ended March 31, 2025	$	1.80	$	141,392	$	143,820	$	(2,428)
Three Months Ended March 31, 2024	$	1.60	$	129,444	$	131,378	$	(1,934)

Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the three months ended March 31, 2025:


	Common Stock		Treasury	Common Stock
	Issued	Stock	Outstanding
Balance at December 31, 2024	134,079,855		(56,335,267)	77,744,588
Dividend payable/paid	45		—	45
Common stock issued and exercise of stock options	218,647		—	218,647
Shares withheld for tax withholding	—		(98,463)	(98,463)
Shares repurchased under stock repurchase programs	—		(263,051)	(263,051)
Shares issued to directors	14		(14)	—
Balance at March 31, 2025	134,298,561		(56,696,795)	77,601,766

10. INCOME TAXES

The effective tax rate for the three months ended March 31, 2025 and 2024 was 12.8% and 13.5%, respectively. The difference from the statutory tax rate in both periods was primarily related to excess tax benefits recognized on the vesting of stock-based compensation and the benefit of prior year refund claims.

During the three months ended March 31, 2025, the Company’s unrecognized tax benefits increased by $23.1 million principally due to tax positions related to prior periods.

11. SEGMENT INFORMATION

ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who together serve as the CODM, review financial information on an operating segment basis to make operational decisions and assess financial performance.

The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA. Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions. Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management’s compensation. The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI’s performance against its competitors to evaluate segment performance. Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.

MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses: 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. These may include impairments related to sublease of leased property and certain acquisition-related integration and transaction costs that the CODM does not consider when allocating resources among segments or assessing segment performance. While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.

Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results. Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures. Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments. Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge. Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.

The CODM does not receive information about total assets on an operating segment basis. Operating segments do not record intersegment revenues; therefore, none are reported. The accounting policies used for segment reporting are consistent with those applied to MSCI as a whole.

MSCI has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions. These are presented as three reportable segments: Index, Analytics and Sustainability and Climate. The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.

The Index reportable segment provides equity and fixed income indexes. The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

The Analytics reportable segment provides risk management, performance attribution, and portfolio management content, applications and services. These offerings give clients an integrated view of risk and return, along with tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes and time horizons – short, medium and long term. Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms. Additionally, the Analytics segment offers various managed services to enhance client efficiency. These services include consolidating portfolio data from multiple sources, reviewing and reconciling input data and results, and providing customized reporting.

The Sustainability and Climate reportable segment provides products and services designed to help institutional investors understand the impact of sustainability and climate considerations on the long-term risk and return of their portfolios and individual security-level investments. This segment also offers data, ratings, research and tools to assist investors in navigating regulatory changes, meeting evolving client demands and integrating sustainability and climate factors into their investment processes.

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

The Private Capital Solutions operating segment provides a suite of tools to support private asset investors in mission-critical workflows. These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities related to private capital investing.

The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating revenues
Index	$	421,743	$	373,872
Analytics	172,185		163,966
Sustainability and Climate	84,619		77,884
Total reportable segment operating revenues	678,547		615,722

All Other - Private Assets	67,279		64,243
Total operating revenues	745,826		679,965


Adjusted EBITDA expenses
Index	110,172		96,112
Analytics	96,155		91,754
Sustainability and Climate	60,798		56,793
Total reportable segment Adjusted EBITDA expense	267,125		244,659


Adjusted EBITDA
Index Adjusted EBITDA	311,571		277,760
Analytics Adjusted EBITDA	76,030		72,212
Sustainability and Climate Adjusted EBITDA	23,821		21,091
Total reportable segment profitability	411,422		371,063


Plus:
All Other - Private Assets(1)	14,219		12,510
Less:
Amortization of intangible assets	43,872		38,604
Depreciation and amortization of property, equipment and leasehold improvements	4,746		4,081

Acquisition-related integration and transaction costs(2)	—		1,506
Operating income	377,023		339,382

Other expense (income), net	45,953		43,489
Income before provision for income taxes	331,070		295,893
Provision for income taxes	42,470		39,939
Net income	$	288,600	$	255,954

(1)Revenue less segment expenses from segments below the segment reporting thresholds are attributable to Private Capital Solutions and Real Assets operating segments. Private Capital Solutions and Real Assets operating segments do not meet any of the segment reporting thresholds for determining reportable segments.

(2)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 March 31,
(in thousands)	2025		2024
Operating revenues
Americas:
United States	$	302,374	$	280,675
Other	33,726		30,358
Total Americas	336,100		311,033


Europe, the Middle East and Africa (“EMEA”):
United Kingdom	123,714		113,294
Other	169,103		151,684
Total EMEA	292,817		264,978


Asia & Australia:
Japan	30,202		26,573
Other	86,707		77,381
Total Asia & Australia	116,909		103,954


Total	$	745,826	$	679,965

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


	As of
	March 31,		December 31,
(in thousands)	2025		2024
Long-lived assets
Americas:
United States	$	269,556	$	253,072
Other	7,305		7,558
Total Americas	276,861		260,630


EMEA:
United Kingdom	18,477		17,632
Other	23,360		22,157
Total EMEA	41,837		39,789


Asia & Australia:
Japan	832		874
Other	27,062		27,601
Total Asia & Australia	27,894		28,475


Total	$	346,592	$	328,894

12. SUBSEQUENT EVENTS

On April 21, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending June 30, 2025 (“second quarter 2025”). The second quarter 2025 dividend is payable on May 30, 2025 to shareholders of record as of the close of trading on May 16, 2025.

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