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)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,635 and $3,497 at June 30, 2025 and December 31, 2024, respectively)	$	347,318	$	409,351
Accounts receivable (net of allowances of $5,707 and $5,284 at June 30, 2025 and December 31, 2024, respectively)	790,576		820,709
Prepaid income taxes	68,331		48,162
Prepaid and other assets	64,983		65,799
Total current assets	1,271,208		1,344,021

Property, equipment and leasehold improvements, net	85,626		70,885
Right of use assets	117,161		119,435
Goodwill	2,925,600		2,915,167
Intangible assets, net	869,190		907,613
Deferred tax assets	42,486		40,626
Other non-current assets	62,405		47,692
Total assets	$	5,373,676	$	5,445,439


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	11,761	$	14,517
Income taxes payable	65,141		37,989
Accrued compensation and related benefits	144,802		217,492

Other accrued liabilities	188,144		192,233
Deferred revenue	1,060,335		1,123,423
Total current liabilities	1,470,183		1,585,654

Long-term debt	4,513,028		4,510,816
Long-term operating lease liabilities	115,401		121,153
Deferred tax liabilities	52,387		47,623
Other non-current liabilities	108,885		120,190
Total liabilities	6,259,884		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; 134,312,034 and 134,079,855 common shares issued and 77,365,235 and 77,744,588 common shares outstanding at June 30, 2025 and December 31, 2024, respectively)	1,343		1,341
Treasury shares, at cost (56,946,799 and 56,335,267 common shares held at June 30, 2025 and December 31, 2024, respectively)	(7,680,426)		(7,334,291)
Additional paid in capital	1,751,826		1,683,693
Retained earnings	5,091,154		4,780,300
Accumulated other comprehensive loss	(50,105)		(71,040)
Total shareholders’ equity (deficit)	(886,208)		(939,997)

Total liabilities and shareholders’ equity (deficit)	$	5,373,676	$	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 June 30,				Six Months Ended June 30,
(unaudited)	2025		2024		2025		2024
Operating revenues	$	772,679	$	707,949	$	1,518,505	$	1,387,914

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	137,667		128,109		274,457		256,623
Selling and marketing	78,210		71,454		156,917		143,622
Research and development	44,074		41,073		91,665		81,598
General and administrative	38,349		39,706		95,446		96,397
Amortization of intangible assets	43,760		40,773		87,632		79,377
Depreciation and amortization of property, equipment and leasehold improvements	5,385		4,226		10,131		8,307
Total operating expenses	347,445		325,341		716,248		665,924


Operating income	425,234		382,608		802,257		721,990

Interest income	(2,929)		(6,110)		(6,805)		(12,158)
Interest expense	46,184		46,633		92,676		93,307
Other expense (income)	4,139		2,091		7,476		4,954

Other expense (income), net	47,394		42,614		93,347		86,103


Income before provision for income taxes	377,840		339,994		708,910		635,887
Provision for income taxes	74,190		73,236		116,660		113,175
Net income	$	303,650	$	266,758	$	592,250	$	522,712


Earnings per share:
Basic	$	3.92	$	3.37	$	7.64	$	6.60
Diluted	$	3.92	$	3.37	$	7.63	$	6.59

Weighted average shares outstanding:
Basic	77,400		79,085		77,514		79,140
Diluted	77,496		79,245		77,651		79,377

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
(unaudited)	2025		2024		2025		2024
Net income	$	303,650	$	266,758	$	592,250	$	522,712
Other comprehensive income (loss):
Foreign currency translation adjustments	15,473		(1,255)		22,968		(3,797)
Income tax effect	(1,948)		(117)		(2,635)		212
Foreign currency translation adjustments, net	13,525		(1,372)		20,333		(3,585)


Pension and other post-retirement adjustments	35		85		602		106
Income tax effect	3		9		—		(4)
Pension and other post-retirement adjustments, net	38		94		602		102

Other comprehensive income (loss), net of tax	13,563		(1,278)		20,935		(3,483)

Comprehensive income	$	317,213	$	265,480	$	613,185	$	519,229

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)

Net income							303,650				303,650
Dividends declared ($1.80 per common share)							(140,004)				(140,004)
Dividends paid in shares					11						11
Other comprehensive income (loss), net of tax									13,563		13,563
Common stock issued											—
Shares withheld for tax withholding			(74)								(74)
Exercise of stock options					3,915						3,915
Compensation payable in common stock					23,412						23,412
Common stock repurchased and held in treasury			(132,460)								(132,460)
Common stock issued to Directors and (held in)/released from treasury			349								349
Balance at June 30, 2025	$	1,343	$	(7,680,426)	$	1,751,826	$	5,091,154	$	(50,105)	$	(886,208)













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)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
(unaudited)	2025		2024
Cash flows from operating activities
Net income	$	592,250	$	522,712
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	87,632		79,377
Stock-based compensation expense	63,185		53,732
Depreciation and amortization of property, equipment and leasehold improvements	10,131		8,307
Amortization of right of use assets	12,114		11,837
Amortization of debt origination fees	2,575		2,567
Loss on extinguishment of debt	—		1,510
Deferred taxes	1,645		42,555
Other adjustments	20,191		(3,085)
Changes in assets and liabilities:
Accounts receivable	36,647		125,264
Prepaid income taxes	(19,888)		(39,595)
Prepaid and other assets	2,128		1,676
Other non-current assets	(13,322)		(1,961)
Accounts payable	(3,821)		2,646
Income taxes payable	20,030		2,134
Accrued compensation and related benefits	(77,830)		(84,865)
Other accrued liabilities	6,373		3,162
Deferred revenue	(79,712)		(60,128)
Long-term operating lease liabilities	(13,761)		(12,387)
Other non-current liabilities	(8,234)		(6,019)
Other	(458)		(54)
Net cash provided by operating activities	637,875		649,385


Cash flows from investing activities
Capitalized software development costs	(44,476)		(38,673)
Capital expenditures	(22,948)		(12,889)
Cash paid for acquisitions, net of cash acquired	—		(27,467)
Other	(43)		(429)
Net cash used in investing activities	(67,467)		(79,458)


Cash flows from financing activities
Repurchase of common stock held in treasury	(351,584)		(311,709)
Payment of dividends	(283,528)		(258,223)
Repayment of borrowings	(214,875)		(339,063)
Proceeds from borrowings	215,000		336,875
Payment of debt issuance costs	—		(3,739)
Payment of contingent consideration and deferred purchase price from acquisitions	(12,145)		—
Proceeds from exercise of stock options	4,308		—
Net cash used in financing activities	(642,824)		(575,859)


Effect of exchange rate changes	10,383		(4,360)

Net increase (decrease) in cash, cash equivalents and restricted cash	(62,033)		(10,292)

Cash, cash equivalents and restricted cash, beginning of period	409,351		461,693
Cash, cash equivalents and restricted cash, end of period	$	347,318	$	451,401


Supplemental disclosure of cash flow information:
Cash paid for interest	$	89,683	$	90,732
Cash paid for income taxes, net of refunds received	$	112,288	$	113,232

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	4,935	$	6,809

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 six months ended June 30, 2025 and 2024, BlackRock, Inc. (“BlackRock”) accounted for 10.3% and 10.1% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2025 and 2024, BlackRock accounted for 18.0% and 17.8% 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 six months ended June 30, 2025 and 2024.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2023 to June 30, 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	1,307
Write-offs, net of recoveries	(884)
Balance as of June 30, 2025	$	5,707

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 was 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 June 30, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	235,647	$	169,781	$	87,027	$	70,313	$	562,768
Asset-based fees	184,072		—		—		—		184,072
Non-recurring	15,114		7,922		1,884		919		25,839
Total	$	434,833	$	177,703	$	88,911	$	71,232	$	772,679


	For the Six Months Ended June 30, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	468,977	$	339,536	$	169,764	$	137,132	$	1,115,409
Asset-based fees	361,487		—		—		—		361,487
Non-recurring	26,112		10,352		3,766		1,379		41,609
Total	$	856,576	$	349,888	$	173,530	$	138,511	$	1,518,505


	For the Three Months Ended June 30, 2024
	Segments
(in thousands)	Index		Analytics		Sustainability 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		Sustainability 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

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 (June 30, 2025)	790,576		1,060,335
Increase/(decrease)	$	(30,133)	$	(63,088)


(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)

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $343.4 million and $790.7 million for the three and six months ended June 30, 2025, respectively, and $285.3 million and $705.6 million for the three and six months ended June 30, 2024, 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, 2025 and December 31, 2024, the Company carried a

long-term deferred revenue balance of $31.4 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
	June 30,
(in thousands)	2025
First 12-month period	$	983,371
Second 12-month period	620,148
Third 12-month period	285,661
Periods thereafter	195,780
Total	$	2,084,960

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 June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2025		2024		2025		2024
Net income	$	303,650	$	266,758	$	592,250	$	522,712

Basic weighted average common shares outstanding	77,400		79,085		77,514		79,140
Effect of dilutive securities	96		160		137		237
Diluted weighted average common shares outstanding	77,496		79,245		77,651		79,377


Earnings per common share:
Basic	$	3.92	$	3.37	$	7.64	$	6.60
Diluted	$	3.92	$	3.37	$	7.63	$	6.59

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 June 30, 2025, the fair value of the contingent consideration was $15.7 million, of which $9.4 million is included in “Other

accrued liabilities” and $6.3 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, 2025 and 2024, respectively, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Beginning balance	$	29,116	$	8,269	$	28,647	$	—
Additions of contingent consideration(1)	—		19,094		—		27,240
Change in fair value	(3,775)		383		(3,306)		506
Payments	(9,634)		—		(9,634)		—
Ending Balance	$	15,707	$	27,746	$	15,707	$	27,746

(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 June 30, 2025:


(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	5,242		—		3,358		1,833		10,433
Goodwill at June 30, 2025	$	1,232,198	$	296,880	$	87,061	$	1,309,461	$	2,925,600

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)	2025		2024		2025		2024
Amortization expense of acquired intangible assets	$	24,200	$	25,893	$	50,017	$	51,160
Amortization expense of internally developed capitalized software	19,560		14,880		37,615		28,217
Total amortization of intangible assets expense	$	43,760	$	40,773	$	87,632	$	79,377

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


	June 30, 2025						December 31, 2024
(in thousands)	Gross intangible assets		Accumulated amortization		Net intangible assets		Gross intangible assets		Accumulated amortization		Net intangible assets
Customer relationships	$	716,480	$	(397,610)	$	318,870	$	715,020	$	(379,087)	$	335,933
Proprietary data	456,328		(127,695)		328,633		452,813		(104,980)		347,833
Acquired technology and software	258,537		(206,532)		52,005		256,794		(199,090)		57,704
Trademarks	209,090		(186,086)		23,004		209,090		(181,521)		27,569
Internally developed capitalized software	362,201		(215,523)		146,678		316,795		(178,221)		138,574
Total	$	2,002,636	$	(1,133,446)	$	869,190	$	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	$	79,803
2026	137,898
2027	106,138
2028	77,034
2029	70,615
Thereafter	397,702
Total	$	869,190

7. DEBT

As of June 30, 2025, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $337.0 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	June 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	995,273	$	994,727	$	967,750	$	944,070
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		896,580		896,249		845,253		820,845
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		993,802		993,255		943,330		918,400
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		595,838		595,509		553,428		538,350
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		694,535		694,201		614,509		592,046
Variable rate revolving loans (1)	January 26, 2029	337,000		337,000		336,875		333,630		333,506
Total debt		$	4,537,000	$	4,513,028	$	4,510,816	$	4,257,900	$	4,147,217

(1)As of June 30, 2025, there were $3.5 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 $2.5 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 June 30, 2025 are as follows:


Maturity of Principal Debt Payments (in thousands)	Amounts
Remainder of 2025	$	—
2026	—
2027	—
2028	—
2029	1,337,000
Thereafter	3,200,000
Total debt	$	4,537,000

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 June 30, 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 June 30, 2025, $27.4 million of the deferred financing fees and premium remain unamortized, $1.0 million of which is included in “Prepaid and other assets”, $2.5 million of which is included in “Other non-current assets” and $23.9 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 June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Operating lease expenses	$	7,737	$	7,655	$	15,202	$	14,794
Variable lease costs	279		550		515		1,619
Short-term lease costs	127		224		226		439
Sublease income	(658)		(918)		(1,317)		(1,746)
Total lease costs	$	7,485	$	7,511	$	14,626	$	15,106

Maturities of the Company’s operating lease liabilities as of June 30, 2025 are as follows:


Maturity of Lease Liabilities	Operating
(in thousands)	Leases
Remainder of 2025	$	15,597
2026	33,065
2027	26,900
2028	26,018
2029	17,372
Thereafter	41,406
Total lease payments	$	160,358

Less: Interest	(17,877)
Present value of lease liabilities	$	142,481


Other accrued liabilities	$	27,080
Long-term operating lease liabilities	$	115,401

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	2025		2024
Weighted-average remaining lease term (years)	5.85		6.27
Weighted-average discount rate	4.11	%	4.06	%

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


Other Information	Six Months Ended June 30,
(in thousands)	2025		2024
Operating cash flows used for operating leases	$	16,702	$	15,514
Right of use assets obtained in exchange for new operating lease liabilities	$	7,059	$	27,245

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 June 30, 2025, there was $1,248.9 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:


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, 2025	$	557.70	514	$	286,585
June 30, 2024	$	483.79	499	$	241,518

(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
2025
Three Months Ended March 31,	$	1.80	$	141,392	$	143,820	$	(2,428)
Three Months Ended June 30,	1.80		140,004		139,753		251


Total	$	3.60	$	281,396	$	283,573	$	(2,177)

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)

Common Stock

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

Dividend payable/paid	—		—	—
Common stock issued and exercise of stock options	11,393		—	11,393
Shares withheld for tax withholding	—		(134)	(134)
Shares repurchased under stock repurchase programs	—		(250,818)	(250,818)
Shares issued to directors	2,080		948	3,028
Balance at June 30, 2025	134,312,034		(56,946,799)	77,365,235

10. INCOME TAXES

The effective tax rate for the three months ended June 30, 2025 and 2024 was 19.6% and 21.5% respectively.The rate is driven lower by non-taxable adjustments on contingent consideration related to prior acquisitions, compared to unfavorable discrete items in the prior year.

The effective tax rate for the six months ended June 30, 2025 and 2024 was 16.5% and 17.8% respectively. The decrease is primarily driven by the benefit of prior year refund claims in the current year, and unfavorable discrete items in the prior year.

During the three and the six months ended June 30, 2025 , the Company’s unrecognized tax benefits increased by $0.8 million and $23.9 million, respectively, 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 the following 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 June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Operating revenues
Index	$	434,833	$	397,192	$	856,576	$	771,064
Analytics	177,703		165,995		349,888		329,961
Sustainability and Climate	88,911		79,855		173,530		157,739
Total reportable segment operating revenues	701,447		643,042		1,379,994		1,258,764

All Other - Private Assets	71,232		64,907		138,511		129,150
Total operating revenues	772,679		707,949		1,518,505		1,387,914


Adjusted EBITDA expenses
Index	104,675		90,202		214,847		186,314
Analytics	85,097		84,323		181,252		176,077
Sustainability and Climate	57,234		55,925		118,032		112,718
Total reportable segment Adjusted EBITDA expense	247,006		230,450		514,131		475,109


Adjusted EBITDA
Index Adjusted EBITDA	330,158		306,990		641,729		584,750
Analytics Adjusted EBITDA	92,606		81,672		168,636		153,884
Sustainability and Climate Adjusted EBITDA	31,677		23,930		55,498		45,021
Total reportable segment profitability	454,441		412,592		865,863		783,655


Plus:
All Other - Private Assets(1)	19,938		17,363		34,157		29,873
Less:
Amortization of intangible assets	43,760		40,773		87,632		79,377
Depreciation and amortization of property, equipment and leasehold improvements	5,385		4,226		10,131		8,307

Acquisition-related integration and transaction costs(2)	—		2,348		—		3,854
Operating income	425,234		382,608		802,257		721,990

Other expense (income), net	47,394		42,614		93,347		86,103
Income before provision for income taxes	377,840		339,994		708,910		635,887
Provision for income taxes	74,190		73,236		116,660		113,175
Net income	$	303,650	$	266,758	$	592,250	$	522,712

(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 June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Operating revenues
Americas:
United States	$	309,948	$	290,443	$	612,322	$	571,118
Other	36,535		32,986		70,261		63,345
Total Americas	346,483		323,429		682,583		634,463


Europe, the Middle East and Africa (“EMEA”):
United Kingdom	134,281		116,245		257,995		229,538
Other	171,326		157,278		340,429		308,962
Total EMEA	305,607		273,523		598,424		538,500


Asia & Australia:
Japan	32,039		28,971		62,241		55,544
Other	88,550		82,026		175,257		159,407
Total Asia & Australia	120,589		110,997		237,498		214,951


Total	$	772,679	$	707,949	$	1,518,505	$	1,387,914

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)	2025		2024
Long-lived assets
Americas:
United States	$	269,922	$	253,072
Other	7,438		7,558
Total Americas	277,360		260,630


EMEA:
United Kingdom	19,610		17,632
Other	24,099		22,157
Total EMEA	43,709		39,789


Asia & Australia:
Japan	776		874
Other	27,620		27,601
Total Asia & Australia	28,396		28,475


Total	$	349,465	$	328,894

12. SUBSEQUENT EVENTS

On July 21, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending September 30, 2025 (“third quarter 2025”). The third quarter 2025 dividend is payable on August 29, 2025 to shareholders of record as of the close of trading on August 15, 2025.

On July 4, President Donald J. Trump signed into law H.R. 1, the “One Big Beautiful Bill Act” (“The Act”). The Act includes many significant provisions, such as permanent extension of certain provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and restoration of expensing for domestic research and development, among others. Certain provisions which impact the Company are effective starting in 2025, while others are not effective until 2026. The Company is currently evaluating the impact that The Act will have on its consolidated financial statements.

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