UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September 30, 2023~~ March 31, 2024


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

For the transition period from____________to____________

Commission file number 001-33812

MSCI INC.

(Exact Name of Registrant as Specified in its Charter)


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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

MSCI

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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


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

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

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

As of ~~October 24, 2023,~~April 16, 2024, there were ~~79,091,190~~79,224,201 shares of the registrant’s common stock, par value $0.01, outstanding.

Table of Contents

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2023~~MARCH 31, 2024

TABLE OF CONTENTS


		Page
	Part I – Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Financial Condition as of ~~September~~ ~~30,~~March 31, 2024 and March 31, 2023 ~~and December 31, 2022~~	4
	Condensed Consolidated Statements of Income for ~~the three~~Periods Ended March 31, 2024 and ~~nine~~ ~~months ended~~ ~~September~~ ~~30,~~March 31, 2023 ~~and 2022~~	5
	Condensed Consolidated Statements of Comprehensive Income for ~~the three~~Periods Ended March 31, 2024 and ~~nine~~ ~~months ended~~ ~~September~~ ~~30,~~March 31, 2023 ~~and 2022~~	6
	Condensed Consolidated Statements of ~~Shareholders’~~Shareholders' Equity (Deficit) for ~~the three~~Periods Ended March 31, 2024 and ~~nine~~ ~~months ended~~ ~~September~~ ~~30,~~March 31, 2023 ~~and 2022~~	7
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~ ~~months ended~~ ~~September~~ ~~30,~~Periods Ended March 31, 2024 and March 31, 2023 ~~and 2022~~	98
	Notes to Condensed Consolidated Financial Statements	9
	1. Introduction and Basis of Presentation	9
	2. Recent Accounting Pronouncements	10
	3. Revenue Recognition	10
	4. Earnings Per Common Share	11
	5. Acquisitions	11
	6. Property, Equipment and Leasehold Improvements, Net	13
	7. Goodwill and Intangible Assets, Net	14
	8. Debt	15
	9. Leases	16
	10. Shareholders' Equity (Deficit)	17
	11. Income Taxes	18
	12. Segment Information	19
	13. Subsequent Events	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4241
Item 4.	Controls and Procedures	4241

	Part II – Other Information
Item 1.	Legal Proceedings	4342
Item 1A.	Risk Factors	4342
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds , ~~and Issuer Purchases of Equity Securities~~	4342
Item 5.	O ~~ther~~Other Information	4342
Item 6.	Exhibits	4443

Table of Contents

AVAILABLE INFORMATION

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

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

We also use our Investor Relations homepage and our Corporate Responsibility homepage ~~and corporate X (formerly Twitter) account (@MSCI_Inc)~~ as channels of distribution of Company information. The information we post through these channels may be deemed material.

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

FORWARD-LOOKING STATEMENTS

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

In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect our actual results, levels of activity, performance or achievements. Such risks and uncertainties include those set forth under “Risk Factors” in Part I, Item 1A of the ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on February ~~10, 2023.~~9, 2024. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement reflects our current views with respect to future events, levels of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. The forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law. Therefore, readers should carefully review the risk factors set forth in ~~the~~our Annual Report on Form 10-K and in other reports or documents we file from time to time with the SEC.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share and share data)


			As of
			September 30,		December 31,
		As of									As of
		March 31,							March 31,			December 31,
(unaudited)	(unaudited)		2023		2022		(unaudited)	2024		2023
ASSETS	ASSETS
Current assets:	Current assets:
Cash and cash equivalents (includes restricted cash of $3,839 and $368 at September 30, 2023 and December 31, 2022, respectively)			$	928,552	$	993,564
Accounts receivable (net of allowances of $3,030 and $2,652 at September 30, 2023 and December 31, 2022, respectively)			603,266		663,236
Current assets:
Current assets:
Cash and cash equivalents (includes restricted cash of $3,842 and $3,878 at March 31, 2024 and December 31, 2023, respectively)
Cash and cash equivalents (includes restricted cash of $3,842 and $3,878 at March 31, 2024 and December 31, 2023, respectively)
Cash and cash equivalents (includes restricted cash of $3,842 and $3,878 at March 31, 2024 and December 31, 2023, respectively)
Accounts receivable (net of allowances of $4,326 and $3,968 at March 31, 2024 and December 31, 2023, respectively)
Prepaid income taxes	Prepaid income taxes		54,544		36,654
Prepaid and other assets	Prepaid and other assets		52,967		54,520
Total current assets	Total current assets		1,639,329		1,747,974

Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net		58,036		53,853
Property, equipment and leasehold improvements, net
Property, equipment and leasehold improvements, net
Right of use assets	Right of use assets		117,533		126,584
Goodwill	Goodwill		2,230,389		2,229,670
Intangible assets, net	Intangible assets, net		536,129		558,517
Equity method investment			210,657		214,389
Deferred tax assets	Deferred tax assets		34,790		29,207
Other non-current assets	Other non-current assets		38,631		37,341
Total assets	Total assets		$	4,865,494	$	4,997,535

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	Accounts payable		$	10,224	$	15,039
Income taxes payable	Income taxes payable		19,536		8,058
Accrued compensation and related benefits	Accrued compensation and related benefits		157,227		182,370
Current portion of long-term debt	Current portion of long-term debt		8,719		8,713
Other accrued liabilities	Other accrued liabilities		171,458		153,461
Deferred revenue	Deferred revenue		837,479		882,886
Total current liabilities	Total current liabilities		1,204,643		1,250,527

Long-term debt	Long-term debt		4,500,063		4,503,233
Long-term debt
Long-term debt
Long-term operating lease liabilities	Long-term operating lease liabilities		121,941		131,575
Deferred tax liabilities	Deferred tax liabilities		4,220		29,098
Other non-current liabilities	Other non-current liabilities		83,723		91,027
Total liabilities	Total liabilities		5,914,590		6,005,460

Commitments and Contingencies (see Note 7)
Commitments and Contingencies (see Note 8)

Commitments and Contingencies (see Note 8)

Commitments and Contingencies (see Note 8)

Shareholders’ equity (deficit):	Shareholders’ equity (deficit):
Shareholders’ equity (deficit):
Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)	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; 133,817,103 and 133,623,005 common shares issued and 79,091,098 and 79,959,989 common shares outstanding at September 30, 2023 and December 31, 2022, respectively)			1,338		1,336
Treasury shares, at cost (54,726,005 and 53,663,016 common shares held at September 30, 2023 and December 31, 2022, respectively)			(6,447,042)		(5,938,116)
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)
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; 134,070,097 and 133,817,332 common shares issued and 79,224,049 and 79,091,212 common shares outstanding at March 31, 2024 and December 31, 2023, respectively)
Treasury shares, at cost (54,846,048 and 54,726,120 common shares held at March 31, 2024 and December 31, 2023, respectively)
Additional paid in capital	Additional paid in capital		1,571,442		1,515,874
Retained earnings	Retained earnings		3,886,188		3,473,192
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(61,022)		(60,211)
Total shareholders’ equity (deficit)	Total shareholders’ equity (deficit)		(1,049,096)		(1,007,925)

Total liabilities and shareholders’ equity (deficit)	Total liabilities and shareholders’ equity (deficit)		$	4,865,494	$	4,997,535
Total liabilities and shareholders’ equity (deficit)
Total liabilities and shareholders’ equity (deficit)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Three Months Ended
September 30, Nine Months Ended
September 30,
(unaudited) 2023 2022 2023 2022
Operating revenues $ 625,439 $ 560,639 $ 1,838,814 $ 1,672,390
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization) 105,311 98,418 324,024 301,957
Selling and marketing 66,581 65,545 201,044 192,671
Research and development 31,438 25,941 92,901 78,179
General and administrative 36,826 30,702 113,527 112,993
Amortization of intangible assets 26,722 23,375 77,543 67,274
Depreciation and amortization of property, equipment and
leasehold improvements
5,252 7,127 15,911 20,426
Total operating expenses 272,130 251,108 824,950 773,500
Operating income 353,309 309,531 1,013,864 898,890
Interest income (10,314) (3,938) (31,079) (5,160)
Interest expense 46,902 44,162 139,725 125,961
Other expense (income) (935) 103 4,032 (90)
Other expense (income), net 35,653 40,327 112,678 120,711
Income before provision for income taxes 317,656 269,204 901,186 778,179
Provision for income taxes 57,997 52,612 155,974 122,577
Net income $ 259,659 $ 216,592 $ 745,212 $ 655,602
Earnings per share:
Basic $ 3.28 $ 2.69 $ 9.36 $ 8.09
Diluted $ 3.27 $ 2.68 $ 9.32 $ 8.05
Weighted average shares outstanding:
Basic 79,116 80,500 79,580 81,001
Diluted 79,500 80,874 79,959 81,481


	Three Months Ended March 31,
(unaudited)	2024		2023
Operating revenues	$	679,965	$	592,218

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	128,514		108,647
Selling and marketing	72,168		66,475
Research and development	40,525		31,323
General and administrative	56,691		41,044
Amortization of intangible assets	38,604		24,667
Depreciation and amortization of property, equipment and leasehold improvements	4,081		5,460
Total operating expenses	340,583		277,616


Operating income	339,382		314,602

Interest income	(6,048)		(10,362)
Interest expense	46,674		46,206
Other expense (income)	2,863		2,386

Other expense (income), net	43,489		38,230


Income before provision for income taxes	295,893		276,372
Provision for income taxes	39,939		37,644
Net income	$	255,954	$	238,728


Earnings per share:
Basic	$	3.23	$	2.98
Diluted	$	3.22	$	2.97

Weighted average shares outstanding:
Basic	79,195		80,041
Diluted	79,508		80,482

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


			Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,												Three Months Ended March 31,
(unaudited)	(unaudited)		2023		2022		2023		2022		(unaudited)	2024	2023
Net income	Net income		$	259,659	$	216,592	$	745,212	$	655,602
Other comprehensive income (loss):	Other comprehensive income (loss):
Foreign currency translation adjustments
Foreign currency translation adjustments
Foreign currency translation adjustments	Foreign currency translation adjustments		(5,832)		(10,978)		1,046		(25,724)
Income tax effect	Income tax effect		771		1,453		(660)		3,921
Foreign currency translation adjustments, net	Foreign currency translation adjustments, net		(5,061)		(9,525)		386		(21,803)

Pension and other post-retirement adjustments	Pension and other post-retirement adjustments		756		293		(1,338)		7,779

Pension and other post-retirement adjustments

Pension and other post-retirement adjustments
Income tax effect	Income tax effect		(72)		(79)		141		(1,193)
Pension and other post-retirement adjustments, net	Pension and other post-retirement adjustments, net		684		214		(1,197)		6,586

Other comprehensive (loss) income, net of tax	Other comprehensive (loss) income, net of tax		(4,377)		(9,311)		(811)		(15,217)
Other comprehensive (loss) income, net of tax
Other comprehensive (loss) income, net of tax

Comprehensive income	Comprehensive income		$	255,282	$	207,281	$	744,401	$	640,385
Comprehensive income
Comprehensive income

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)


(unaudited)	(unaudited)	Common Stock		Treasury Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
(unaudited)
(unaudited)
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023
Net income
Net income
Net income
Dividends declared ($1.60 per common share)
Dividends declared ($1.60 per common share)
Dividends declared ($1.60 per common share)
Dividends paid in shares
Dividends paid in shares
Dividends paid in shares
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Common stock issued
Common stock issued
Common stock issued
Shares withheld for tax withholding
Shares withheld for tax withholding
Shares withheld for tax withholding
Compensation payable in common stock
Compensation payable in common stock
Compensation payable in common stock
Common stock repurchased and held in treasury
Common stock repurchased and held in treasury
Common stock repurchased and held in treasury
Common stock issued to Directors and (held in)/released from treasury
Common stock issued to Directors and (held in)/released from treasury
Common stock issued to Directors and (held in)/released from treasury
Balance at March 31, 2024
Balance at March 31, 2024
Balance at March 31, 2024

Balance at December 31, 2022

Balance at December 31, 2022

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

Net income								259,659				259,659
Dividends declared ($1.38 per common share)								(109,847)				(109,847)
Dividends paid in shares						30						30
Other comprehensive income (loss), net of tax										(4,377)		(4,377)
Common stock issued												—
Shares withheld for tax withholding and exercises				(871)								(871)
Compensation payable in common stock						18,047						18,047
Common stock repurchased and held in treasury				(18,039)								(18,039)
Common stock issued to Directors and (held in)/released from treasury				(30)								(30)
Balance at September 30, 2023		$	1,338	$	(6,447,042)	$	1,571,442	$	3,886,188	$	(61,022)	$	(1,049,096)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’ EQUITY (DEFICIT)~~CASH FLOWS

(in thousands)
(unaudited) Common
Stock Treasury
Stock Additional
Paid in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Balance at December 31, 2021 $ 1,332 $ (4,540,144) $ 1,457,623 $ 2,976,517 $ (58,795) $ (163,467)
Net income 228,423 228,423
Dividends declared ($1.04 per common share) (87,280) (87,280)
Dividends paid in shares 77 77
Other comprehensive income (loss), net of tax (2,022) (2,022)
Common stock issued 4 4
Shares withheld for tax withholding and exercises (105,000) (105,000)
Compensation payable in common stock 22,754 22,754
Common stock repurchased and held in treasury (772,657) (772,657)
Common stock issued to Directors and
   (held in)/released from treasury
(21) (21)
Balance at March 31, 2022 1,336 (5,417,822) 1,480,454 3,117,660 (60,817) (879,189)
Net income 210,587 210,587
Dividends declared ($1.04 per common share) (84,593) (84,593)
Dividends paid in shares 22 22
Other comprehensive income (loss), net of tax (3,884) (3,884)
Common stock issued —
Shares withheld for tax withholding and exercises (3,862) (3,862)
Compensation payable in common stock 11,858 11,858
Common stock repurchased and held in treasury (276,994) (276,994)
Common stock issued to Directors and
   (held in)/released from treasury
(391) (391)
Balance at June 30, 2022 1,336 (5,699,069) 1,492,334 3,243,654 (64,701) (1,026,446)
Net income 216,592 216,592
Dividends declared ($1.25 per common share) (101,354) (101,354)
Dividends paid in shares 27 27
Other comprehensive income (loss), net of tax (9,311) (9,311)
Common stock issued —
Shares withheld for tax withholding and exercises (3,741) (3,741)
Compensation payable in common stock 11,913 11,913
Common stock repurchased and held in treasury (165,044) (165,044)
Common stock issued to Directors and
   (held in)/released from treasury
(27) (27)
Balance at September 30, 2022 $ 1,336 $ (5,867,881) $ 1,504,274 $ 3,358,892 $ (74,012) $ (1,077,391)


	Three Months Ended March 31,
(unaudited)	2024		2023
Cash flows from operating activities
Net income	$	255,954	$	238,728
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	38,604		24,667
Stock-based compensation expense	34,336		21,088
Depreciation and amortization of property, equipment and leasehold improvements	4,081		5,460
Amortization of right of use assets	5,813		5,782
Amortization of debt origination fees	1,280		1,264
Loss on extinguishment of debt	1,510		—
Deferred taxes	(7,625)		(2,254)
Other adjustments	(3,533)		3,906
Changes in assets and liabilities:
Accounts receivable	91,109		22,489
Prepaid income taxes	14,874		3,396
Prepaid and other assets	1,427		(1,194)
Other non-current assets	73		(2,333)
Accounts payable	2,045		(6,327)
Income taxes payable	22,154		19,179
Accrued compensation and related benefits	(132,328)		(108,252)
Other accrued liabilities	3,086		8,305
Deferred revenue	(25,949)		34,427
Long-term operating lease liabilities	(5,666)		(5,047)
Other non-current liabilities	(1,108)		941
Other	—		(84)
Net cash provided by operating activities	300,137		264,141


Cash flows from investing activities
Capitalized software development costs	(19,966)		(15,351)
Capital expenditures	(4,271)		(6,225)
Acquisition of a business, net of cash acquired	(7,820)		—
Other	(276)		(186)
Net cash used in investing activities	(32,333)		(21,762)


Cash flows from financing activities
Repurchase of common stock held in treasury	(69,991)		(43,960)
Payment of dividends	(131,305)		(112,145)
Repayment of borrowings	(339,063)		(2,188)
Proceeds from borrowings	336,875		—
Payment of debt issuance costs	(3,739)		—
Net cash (used in) provided by financing activities	(207,223)		(158,293)


Effect of exchange rate changes	(2,959)		2,958

Net (decrease) increase in cash, cash equivalents and restricted cash	57,622		87,044

Cash, cash equivalents and restricted cash, beginning of period	461,693		993,564
Cash, cash equivalents and restricted cash, end of period	$	519,315	$	1,080,608


Supplemental disclosure of cash flow information:
Cash paid for interest	$	34,050	$	33,803
Cash paid for income taxes, net of refunds received	$	11,393	$	18,965

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	2,668	$	5,156

Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid	$	368	$	511

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of ~~Contents~~

~~MSCI INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(in thousands)~~

Nine Months Ended
September 30,
(unaudited) 2023 2022
Cash flows from operating activities
Net income $ 745,212 $ 655,602
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets 77,543 67,274
Stock-based compensation expense 55,375 46,432
Depreciation and amortization of property, equipment and leasehold improvements 15,911 20,426
Amortization of right of use assets 17,484 18,555
Loss on impairment of right of use assets, net — 705
Amortization of debt origination fees 3,791 3,868
Deferred taxes (30,973) 59,324
Other adjustments 1,199 (3,654)
Changes in assets and liabilities:
Accounts receivable 58,132 127,043
Prepaid income taxes (17,654) (77,908)
Prepaid and other assets 1,687 (1,678)
Other non-current assets (4,837) 32,547
Accounts payable (5,719) (8,144)
Income taxes payable 11,425 (52,939)
Accrued compensation and related benefits (25,599) (58,042)
Other accrued liabilities 15,118 31,297
Deferred revenue (43,571) (66,982)
Long-term operating lease liabilities (16,027) (19,492)
Other non-current liabilities (11,195) 6,105
Other (226) (397)
Net cash provided by operating activities 847,076 779,942
Cash flows from investing activities
Capitalized software development costs (50,080) (44,425)
Capital expenditures (18,942) (8,012)
Other (389) 24
Net cash used in investing activities (69,411) (52,413)
Cash flows from financing activities
Repurchase of common stock held in treasury (504,161) (1,327,298)
Payment of dividends (331,640) (272,759)
Repayment of borrowings (6,563) (5,000)
Proceeds from borrowings, inclusive of premium — 355,000
Payment of debt issuance costs in connection with debt — (2,559)
Payment of contingent consideration — (211)
Net cash (used in) provided by financing activities (842,364) (1,252,827)
Effect of exchange rate changes (313) (29,039)
Net (decrease) increase in cash, cash equivalents and restricted cash (65,012) (554,337)
Cash, cash equivalents and restricted cash, beginning of period 993,564 1,421,449
Cash, cash equivalents and restricted cash, end of period $ 928,552 $ 867,112
Supplemental disclosure of cash flow information:
Cash paid for interest $ 125,068 $ 107,162
Cash paid for income taxes, net of refunds received $ 197,746 $ 154,725
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities $ 4,734 $ 1,926
Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid $ 1,453 $ 3,270

~~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 ~~real estate market and transaction~~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, ~~2022.~~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 ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ BlackRock, Inc. (“BlackRock”) accounted for ~~10.1%~~10.0% and ~~10.5%~~10.2% of the Company’s consolidated operating revenues, respectively. For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ BlackRock accounted for ~~17.0%~~17.9% and ~~17.7%~~17.4% 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 ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022.~~

~~Restricted Cash~~

~~Restricted cash primarily relates to security deposits for certain operating leases that are legally restricted and unavailable for our general operations.~~

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2023.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, ~~2021~~2022 to ~~September 30, 2023~~March 31, 2024 were as follows:


(in thousands)	Amount
Balance as of December 31, ~~2021~~2022	$	~~2,337~~2,652
Addition ~~(reduction)~~ to credit loss expense	~~910~~2,196
Write-offs, net of recoveries	~~(595)~~(880)
Balance as of December 31, ~~2022~~2023	$	~~2,652~~3,968

Addition ~~(reduction)~~ to credit loss expense	~~1,300~~404
Write-offs, net of recoveries	~~(922)~~(46)
Balance as of ~~September 30, 2023~~March 31, 2024	$	~~3,030~~4,326

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2. RECENT ACCOUNTING PRONOUNCEMENTS

~~There are no recently~~In November 2023, the FASB issued ~~accounting standards updates that are~~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 ~~expected~~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 ~~have a material~~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 ~~the Company.~~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 September 30, 2023
			Segments
		For the Three Months Ended March 31, 2024															For the Three Months Ended March 31, 2024
		Segments
(in thousands)
(in thousands)
(in thousands)	(in thousands)		Index		Analytics		ESG and Climate		All Other - Private Assets		Total		Index	Analytics	ESG and Climate	All Other - Private Assets		Total
Operating Revenue Types	Operating Revenue Types
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	206,453	$	151,269	$	71,744	$	35,531	$	464,997
Asset-based fees	Asset-based fees		141,066		—		—		—		141,066
Non-recurring	Non-recurring		14,603		2,999		1,294		480		19,376
Total	Total		$	362,122	$	154,268	$	73,038	$	36,011	$	625,439

For the Nine Months Ended September 30, 2023
Segments
(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total
Operating Revenue Types
Recurring subscriptions $ 603,845 $ 443,276 $ 207,523 $ 111,292 $ 1,365,936
Asset-based fees 412,354 — — — 412,354
Non-recurring 47,621 7,943 3,792 1,168 60,524
Total $ 1,063,820 $ 451,219 $ 211,315 $ 112,460 $ 1,838,814

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For the Three Months Ended September 30, 2022
Segments
(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total
Operating Revenue Types
Recurring subscriptions $ 185,531 $ 142,751 $ 56,353 $ 35,581 $ 420,216
Asset-based fees 125,620 — — — 125,620
Non-recurring 11,089 2,164 1,242 308 14,803
Total $ 322,240 $ 144,915 $ 57,595 $ 35,889 $ 560,639


			For the Nine Months Ended September 30, 2022
			Segments
		For the Three Months Ended March 31, 2023															For the Three Months Ended March 31, 2023
		Segments
(in thousands)
(in thousands)
(in thousands)	(in thousands)		Index		Analytics		ESG and Climate		All Other - Private Assets		Total		Index	Analytics	ESG and Climate	All Other - Private Assets		Total
Operating Revenue Types	Operating Revenue Types
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	539,740	$	420,047	$	160,962	$	106,276	$	1,227,025
Asset-based fees	Asset-based fees		402,889		—		—		—		402,889
Non-recurring	Non-recurring		31,319		6,349		3,790		1,018		42,476
Total	Total		$	973,948	$	426,396	$	164,752	$	107,294	$	1,672,390

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


(in thousands)	(in thousands)	Accounts receivable, net of allowances		Deferred revenue		(in thousands)	Accounts receivable, net of allowances	Deferred revenue
Opening (December 31, 2022)		$	663,236	$	882,886
Closing (September 30, 2023)		603,266		837,479
Opening (December 31, 2023)
Closing (March 31, 2024)
Increase/(decrease)	Increase/(decrease)	$	(59,970)	$	(45,407)

(in thousands) Accounts receivable, net of allowances Deferred revenue
Opening (December 31, 2021) $ 664,511 $ 824,912
Closing (September 30, 2022) 525,360 735,710
Increase/(decrease) $ (139,151) $ (89,202)

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(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2022)	$	663,236	$	882,886
Closing (March 31, 2023)	641,584		920,255
Increase/(decrease)	$	(21,652)	$	37,369

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were ~~$171.8~~$420.3 million and ~~$798.0~~$356.6 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023 ~~respectively and $149.4 million and $722.0 million for the three and nine months ended September 30, 2022,~~ respectively. The difference between the opening and closing balances of the Company’s deferred revenue iswas primarily driven by an increase in ~~the~~ amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company carried a long-term deferred revenue balance of ~~$28.0~~$28.2 million and ~~$29.4~~$28.8 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

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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
	~~September 30,~~March 31,
(in thousands)	~~2023~~2024
First 12-month period	$	~~695,027~~843,534
Second 12-month period	519,558		~~420,056~~
Third 12-month period	246,238		~~182,375~~
Periods thereafter	~~135,442~~171,962
Total	$	~~1,432,900~~1,781,292

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”).

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


			Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,												Three Months Ended March 31,
(in thousands, except per share data)	(in thousands, except per share data)		2023		2022		2023		2022		(in thousands, except per share data)	2024	2023
Net income	Net income		$	259,659	$	216,592	$	745,212	$	655,602

Basic weighted average common shares outstanding	Basic weighted average common shares outstanding		79,116		80,500		79,580		81,001
Basic weighted average common shares outstanding
Basic weighted average common shares outstanding
Effect of dilutive securities:	Effect of dilutive securities:
PSUs, RSUs and PSOs
PSUs, RSUs and PSOs
PSUs, RSUs and PSOs	PSUs, RSUs and PSOs		384		374		379		480
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding		79,500		80,874		79,959		81,481

Earnings per common share:	Earnings per common share:

Earnings per common share:

Earnings per common share:
Basic
Basic
Basic	Basic		$	3.28	$	2.69	$	9.36	$	8.09
Diluted	Diluted		$	3.27	$	2.68	$	9.32	$	8.05

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

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$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 and 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.


(in thousands)	Estimated Useful Life	Fair Value
Cash and cash equivalents		$	5,397
Accounts receivable		25,848
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		(13,185)
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		617,386
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 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 $24.2 million for the three months ended March 31, 2024.

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

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operating segment. The contingent consideration related to Fabric is payable based upon the future product sales of the acquired business.

The Company recognizes the fair value of contingent consideration at the date of acquisition at fair value. 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 and Fabric:


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

Cash payments	$	37,473	$	7,959
Contingent consideration liability(1)	—		8,146
Aggregate purchase price	$	37,473	$	16,105


Net tangible assets acquired (liabilities assumed)	$	(4,787)	$	(226)
Intangible assets	7,705		11,300
Goodwill	34,555		5,031
Aggregate purchase price	$	37,473	$	16,105


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

___________________________

(1)The fair value of the contingent consideration upon closing of the acquisition of Fabric was $8.1 million. As of March 31, 2024, the fair value of the contingent consideration was $8.3 million, of which $1.8 million is included in “Other accrued liabilities” and $6.5 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition, and is classified as Level 3 within the fair value hierarchy.

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

Revenue of Trove and Fabric recognized within the consolidated financial statements was $1.3 million and $0.2 million for the three months ended March 31, 2024, respectively.

6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

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


			As of
			September 30,		December 31,
		As of									As of
		March 31,							March 31,			December 31,
(in thousands)	(in thousands)		2023		2022		(in thousands)	2024		2023
Computer & related equipment	Computer & related equipment		$	193,113	$	181,710
Furniture & fixtures	Furniture & fixtures		15,643		14,078
Leasehold improvements	Leasehold improvements		58,019		54,040
Work-in-process	Work-in-process		860		2,373
Subtotal	Subtotal		267,635		252,201

Accumulated depreciation and amortization	Accumulated depreciation and amortization		(209,599)		(198,348)
Accumulated depreciation and amortization
Accumulated depreciation and amortization
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net		$	58,036	$	53,853

Depreciation and amortization expense of property, equipment and leasehold improvements was ~~$5.3~~$4.1 million and ~~$7.1~~$5.5 million for the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

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~~Depreciation and amortization expense of property, equipment and leasehold improvements was $15.9 million and $20.4 million for the nine months ended September 30, 2023 and 2022, respectively.~~

6.7. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents goodwill by reportable segment:


(in thousands)	(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total		(in thousands)	Index	Analytics	ESG and Climate	All Other - Private Assets	Total
Goodwill at December 31, 2022		$	1,201,622	$	290,976	$	48,047	$	689,025	$	2,229,670
Goodwill at December 31, 2023
Acquisitions (1)
Foreign exchange translation adjustment	Foreign exchange translation adjustment	445		—		—		274		719
Goodwill at September 30, 2023		$	1,202,067	$	290,976	$	48,047	$	689,299	$	2,230,389
Goodwill at March 31, 2024

~~The Company completed its annual goodwill impairment test as of July 1, 2023 on its Index, Analytics, ESG and Climate, and Real Assets reporting units, which are also four~~___________________________

(1)Reflects the impact of the ~~Company’s operating segments,~~acquisitions of Fabric, Trove and no impairments were noted. The Company determined that it was not more likely than not that the fair value of its reporting units is less than their respective carrying values. See Note 11, “Segment Information,” for further descriptions of the Company’s operating segments.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
September 30, Nine Months Ended
September 30,
(in thousands) 2023 2022 2023 2022
Amortization expense of acquired intangible assets $ 15,748 $ 15,810 $ 47,430 $ 47,562
Amortization expense of internally developed capitalized software 10,974 7,565 30,113 19,712
Total amortization of intangible assets expense $ 26,722 $ 23,375 $ 77,543 $ 67,274

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	Three Months Ended March 31,
(in thousands)	2024		2023
Amortization expense of acquired intangible assets	$	25,267	$	15,831
Amortization expense of internally developed capitalized software	13,337		8,836
Total amortization of intangible assets expense	$	38,604	$	24,667

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


		As of
		September 30,		December 31,
		March 31, 2024
		March 31, 2024
		March 31, 2024
(in thousands)	(in thousands)	2023		2022
Gross intangible assets:
(in thousands)
(in thousands)
Customer relationships
Customer relationships
Customer relationships	Customer relationships	$	532,500	$	532,500
Proprietary data	Proprietary data	220,778		220,778
Proprietary data
Proprietary data
Acquired technology and software
Acquired technology and software
Acquired technology and software	Acquired technology and software	209,220		209,220
Trademarks	Trademarks	208,190		208,190
Internally developed capitalized software		220,251		165,928
Subtotal		1,390,939		1,336,616

Foreign exchange translation adjustment		(12,478)		(13,214)
Total gross intangible assets		$	1,378,461	$	1,323,402

Accumulated amortization:
Customer relationships		$	(331,275)	$	(308,437)
Proprietary data		(56,125)		(41,783)
Acquired technology and software		(182,920)		(179,833)
Trademarks
Trademarks	Trademarks	(169,207)		(162,044)
Internally developed capitalized software	Internally developed capitalized software	(106,888)		(77,259)
Subtotal		(846,415)		(769,356)
Internally developed capitalized software
Internally developed capitalized software
Total
Total
Total

Foreign exchange translation adjustment		4,083		4,471
Total accumulated amortization		$	(842,332)	$	(764,885)

Net intangible assets:
Customer relationships		$	201,225	$	224,063

Proprietary data		164,653		178,995

Acquired technology and software		26,300		29,387

Trademarks		38,983		46,146

Internally developed capitalized software		113,363		88,670

Subtotal		544,524		567,260

Foreign exchange translation adjustment		(8,395)		(8,743)
Total net intangible assets		$	536,129	$	558,517

The following table presents the estimated amortization expense for the remainder of the year ending December 31, ~~2023~~2024 and succeeding years:


Years Ending December 31, (in thousands)	Years Ending December 31, (in thousands)	Amortization Expense		Years Ending December 31, (in thousands)	Amortization Expense
Remainder of 2023		$	28,555
2024		109,796
Remainder of 2024
2025	2025	84,575
2026	2026	49,965
2027	2027	36,755
2028
Thereafter	Thereafter	226,483
Total	Total	$	536,129

1514

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~~7. COMMITMENTS AND CONTINGENCIES~~8. DEBT

As of ~~September 30, 2023,~~March 31, 2024, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and ~~an aggregate of $341.3~~$336.9 million ~~in senior unsecured tranche A term loans (the “Tranche A Term Loans”)~~ under the ~~term loan A facility (the “TLA Facility”),~~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
			Principal Amount Outstanding at														Principal Amount Outstanding at			Carrying Value at		Fair Value at
(in thousands)	(in thousands)	Maturity Date		September 30, 2023		September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022		(in thousands)	Maturity Date	March 31, 2024		December 31, 2023	March 31, 2024		December 31, 2023
Debt	Debt
4.000% senior unsecured notes due 2029
4.000% senior unsecured notes due 2029
4.000% senior unsecured notes due 2029	4.000% senior unsecured notes due 2029	November 15, 2029		$	1,000,000	$	993,364	$	992,546	$	872,670	$	876,240
3.625% senior unsecured notes due 2030	3.625% senior unsecured notes due 2030	September 1, 2030		900,000		895,421		894,925		755,433		751,113
3.875% senior unsecured notes due 2031	3.875% senior unsecured notes due 2031	February 15, 2031		1,000,000		991,887		991,067		867,600		833,130
3.625% senior unsecured notes due 2031	3.625% senior unsecured notes due 2031	November 1, 2031		600,000		594,688		594,195		491,928		500,880
3.250% senior unsecured notes due 2033	3.250% senior unsecured notes due 2033	August 15, 2033		700,000		693,364		692,862		537,551		542,696
Variable rate Tranche A Term Loans due 2027	Variable rate Tranche A Term Loans due 2027	February 16, 2027		341,250		340,057		346,352		339,544		346,073
Variable rate revolving loan commitments (1)
Total debt~~(1)~~	Total debt~~(1)~~			$	4,541,250	$	4,508,781	$	4,511,947	$	3,864,726	$	3,850,132

___________________________

~~___________________________~~
(1)~~(1)~~ ~~Includes $8.7~~As of March 31, 2024 there were $4.8 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments of ~~current-portion~~which $1.0 million is included in “Prepaid and other assets,” and $3.8 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of ~~long-term debt.~~Financial Condition.

Maturities of the Company’s principal debt payments as of ~~September 30, 2023~~March 31, 2024 are as follows:

Maturity of Principal Debt Payments
(in thousands) Amounts
Remainder of 2023 $ 2,187
2024 10,938
2025 19,687
2026 26,250
2027 282,188
Thereafter 4,200,000
Total debt $ 4,541,250


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 ~~Tranche A Term Loans~~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 ~~Tranche A Term Loans due 2027~~revolving loan commitments (1)

Variable

~~July 11~~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 ~~June 9, 2022,~~January 26, 2024, the Company ~~the guarantors party thereto and the lenders and agents party thereto,~~ entered into ana Second Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior ~~revolving credit agreement~~Amended and Restated Credit Agreement (the “Prior ~~Revolving~~ Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of ~~$500.0~~$1,250.0 million of revolving loan commitments under a

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revolving credit facility (the “Revolving Credit Facility”), which may be drawn until ~~February 16, 2027,~~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 ~~TLA Facility. At September 30, 2023, the revolving loan commitments were undrawn. As noted above, at September 30, 2023, the commitments under the TLA Facility were drawn in full, and the resulting~~proceeds to prepay all senior unsecured Tranche A Term Loans ~~mature on February 16, 2027.~~(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 and the guarantors.~~

~~Table~~Company. The prepayment of ~~Contents~~

~~Interest on~~ 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. 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 ~~TLA Facility~~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, 2024, the interest rate on the revolving loans was 6.93%.

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 iswas calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ~~ranges~~ranged between 1.50% to 2.00% for SOFR loans, and 0.50% to 1.00% for Base Rate loans. ~~At September 30, 2023, the interest rate on the TLA Facility was 7.42%.~~

In connection with the closings of the Senior Notes offerings, entry into the Prior ~~Revolving~~ 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 ~~September 30, 2023, $34.2~~March 31, 2024, $33.9 million of the deferred financing fees and premium remain unamortized, ~~$0.5~~$1.0 million of which is included in “Prepaid and other assets,” ~~$1.2~~$3.8 million of which is included in “Other non-current assets” and ~~$32.5~~$29.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

8.9. LEASES

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


		Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(in thousands)	(in thousands)	2023		2022		2023		2022
Operating lease expenses	Operating lease expenses	$	7,278	$	7,308	$	21,570	$	22,439
Operating lease expenses
Operating lease expenses
Variable lease costs
Variable lease costs
Variable lease costs	Variable lease costs	1,022		808		2,843		2,411
Short-term lease costs	Short-term lease costs	108		123		547		333
Short-term lease costs
Short-term lease costs
Sublease income
Sublease income
Sublease income	Sublease income	(1,276)		$	(1,251)	$	(3,827)	$	(3,354)
Total lease costs	Total lease costs	$	7,132	$	6,988	$	21,133	$	21,829
Total lease costs
Total lease costs

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Maturities of the Company’s operating lease liabilities as of ~~September 30, 2023~~March 31, 2024 are as follows:


Maturity of Lease Liabilities	Maturity of Lease Liabilities	Operating		Maturity of Lease Liabilities	Operating
(in thousands)	(in thousands)	Leases		(in thousands)	Leases
Remainder of 2023		$	6,098
2024		27,182
Remainder of 2024
2025	2025	24,202
2026	2026	22,408
2027	2027	17,691
2028
Thereafter	Thereafter	67,096
Total lease payments	Total lease payments	$	164,677

Less: Interest
Less: Interest
Less: Interest	Less: Interest	(20,632)
Present value of lease liabilities	Present value of lease liabilities	$	144,045

Other accrued liabilities	Other accrued liabilities	$	22,104

Other accrued liabilities

Other accrued liabilities
Long-term operating lease liabilities	Long-term operating lease liabilities	$	121,941

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

As of
September 30, December 31,
Lease Term and Discount Rate 2023 2022
Weighted-average remaining lease term (years) 7.30 7.86
Weighted-average discount rate 3.58 % 3.40 %

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	As of
	March 31,		December 31,
Lease Term and Discount Rate	2024		2023
Weighted-average remaining lease term (years)	6.68		7.04
Weighted-average discount rate	3.94	%	3.66	%

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


Other Information	Other Information	Nine Months Ended September 30,				Other Information	Three Months Ended March 31,
(in thousands)	(in thousands)	2023		2022		(in thousands)	2024	2023
Operating cash flows used for operating leases	Operating cash flows used for operating leases	$	22,918	$	22,025
Right of use assets obtained in exchange for new operating lease liabilities	Right of use assets obtained in exchange for new operating lease liabilities	$	8,896	$	14,929

9.10. 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 ~~September 30, 2023,~~March 31, 2024, there was $845.7 million of available authorization remaining under the 2022 Repurchase Program.

The ~~following table provides information with respect to repurchases~~Company did not repurchase any of the Company’s common stock ~~made~~ on the open ~~market:~~

Nine months ended
(in thousands, except per share data)
Average
Price
Paid Per
Share Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
September 30, 2023 $ 468.26 980 $ 458,721
September 30, 2022 $ 473.26 2,567 $ 1,214,695

~~___________________________~~

(1) As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The values in this column exclude the 1% excise tax incurred on share repurchases. Any excise tax incurred is recognized as partmarket during each of the ~~cost~~three months ended March 31, 2024 and 2023.

Table of ~~the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit)~~Contents

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
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
Three Months Ended September 30, 1.38 109,847 109,408 439
Total $ 4.14 $ 332,216 $ 331,744 $ 472
2022
Three Months Ended March 31, $ 1.04 $ 87,280 $ 87,846 $ (566)
Three Months Ended June 30, 1.04 84,593 84,189 404
Three Months Ended September 30, 1.25 101,354 100,849 505
Total $ 3.33 $ 273,227 $ 272,884 $ 343

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	Dividends
(in thousands, except per share data)	Per Share		Declared		Distributed		(Released)/Deferred
Three Months Ended March 31, 2024	$	1.60	$	129,444	$	131,378	$	(1,934)
Three Months Ended March 31, 2023	$	1.38	$	111,986	$	112,189	$	(203)

Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the ~~nine~~three months ended ~~September 30, 2023:~~March 31, 2024:


			Common Stock	Treasury	Common Stock
			Issued	Stock	Outstanding
Balance at December 31, 2022			133,623,005	(53,663,016)	79,959,989
		Common Stock						Common Stock				Treasury		Common Stock
		Issued						Issued				Stock		Outstanding
Balance at December 31, 2023						Balance at December 31, 2023	133,817,332		(54,726,120)				79,091,212
Dividend payable/paid	Dividend payable/paid		24	—	24	Dividend payable/paid	61		—				61
Common stock issued	Common stock issued		181,875	—	181,875	Common stock issued	252,637		—				252,637
Shares withheld for tax withholding	Shares withheld for tax withholding		—	(78,844)	(78,844)	Shares withheld for tax withholding	—				(119,861)
Shares repurchased under stock repurchase programs	Shares repurchased under stock repurchase programs		—	—	—	Shares repurchased under stock repurchase programs				—
Shares issued to directors	Shares issued to directors		58	(58)	—	Shares issued to directors	67		(67)				—
Balance at March 31, 2023			133,804,962	(53,741,918)	80,063,044
Balance at March 31, 2024						Balance at March 31, 2024	134,070,097		(54,846,048)				79,224,049

Dividend payable/paid			—	—	—
Common stock issued			2,698	—	2,698
Shares withheld for tax withholding			—	(1,270)	(1,270)
Shares repurchased under stock repurchase programs			—	(941,360)	(941,360)
Shares issued to directors			5,306	(1,515)	3,791
Balance at June 30, 2023			133,812,966	(54,686,063)	79,126,903

Dividend payable/paid			—	—	—
Common stock issued			4,081	—	4,081
Shares withheld for tax withholding			—	(1,623)	(1,623)
Shares repurchased under stock repurchase programs			—	(38,263)	(38,263)
Shares issued to directors			56	(56)	—
Balance at September 30, 2023			133,817,103	(54,726,005)	79,091,098

~~10.~~11. INCOME TAXES

The Company’s provision for income taxes was ~~$156.0~~$39.9 million and ~~$122.6~~$37.6 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

The effective tax rate of ~~17.3%~~13.5% for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $20.2 million, primarily related to $13.0 million of excess tax benefits recognized on share-based compensation vested during the period and $7.2 million of tax benefits related to prior year items.

The effective tax rate of 13.6% for the three months ended March 31, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling ~~$19.8~~$16.5 million, primarily related to ~~$11.4~~$11.1 million of excess tax benefits recognized on share-based compensation vested during the period and ~~$8.4~~$4.6 million of tax benefits related to ~~prior-year~~the resolution of prior year items.

The effective tax rate of 15.8% for the nine months ended September 30, 2022 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $28.2 million, primarily related to $28.4 million of excess tax benefits recognized on share-based compensation vested during the period.

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 ~~$22.9~~$22.1 million in the next twelve months as a result of the resolution of ~~prior-year~~prior year items.

During the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, the ~~Company’s~~Company's unrecognized tax benefits ~~increased $0.4~~decreased by $1.4 million ~~and decreased $4.4 million, respectively,~~ principally due to the resolution of ~~prior-year~~prior year items.

1918

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~~11.~~12. SEGMENT INFORMATION

The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and ~~The Burgiss Group, LLC (“Burgiss”),~~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.

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.

~~As of September 30, 2023, the Burgiss~~The Private Capital Solutions operating segment ~~represents the Company’s equity method investment in Burgiss,~~offers a ~~global provider~~suite of ~~investment decision support~~ tools ~~for~~to help private ~~capital. See Note 12, “Subsequent Events” for additional information on the Company’s acquisition~~asset investors across mission-critical workflows, such as sourcing terms and conditions, evaluating operating performance of ~~the remaining interest in Burgiss.~~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 ~~non-recurring~~ 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.

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

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2023 2022 2023 2022
Operating revenues
Index $ 362,122 $ 322,240 $ 1,063,820 $ 973,948
Analytics 154,268 144,915 451,219 426,396
ESG and Climate 73,038 57,595 211,315 164,752
All Other - Private Assets 36,011 35,889 112,460 107,294
Total $ 625,439 $ 560,639 $ 1,838,814 $ 1,672,390

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	Three Months Ended March 31,
(in thousands)	2024		2023
Operating revenues
Index	$	373,872	$	339,382
Analytics	163,966		147,070
ESG and Climate	77,884		67,058
All Other - Private Assets	64,243		38,708
Total	$	679,965	$	592,218

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


			Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,												Three Months Ended March 31,
(in thousands)	(in thousands)		2023		2022		2023		2022		(in thousands)	2024	2023
Index Adjusted EBITDA	Index Adjusted EBITDA		$	277,672	$	245,967	$	808,424	$	737,012
Analytics Adjusted EBITDA	Analytics Adjusted EBITDA		71,781		67,634		197,710		181,484
ESG and Climate Adjusted EBITDA	ESG and Climate Adjusted EBITDA		25,440		15,910		66,114		42,334
All Other - Private Assets Adjusted EBITDA	All Other - Private Assets Adjusted EBITDA		11,396		11,450		36,076		29,819
Total operating segment profitability	Total operating segment profitability		386,289		340,961		1,108,324		990,649

Amortization of intangible assets	Amortization of intangible assets		26,722		23,375		77,543		67,274
Amortization of intangible assets
Amortization of intangible assets
Depreciation and amortization of property, equipment and leasehold improvements	Depreciation and amortization of property, equipment and leasehold improvements		5,252		7,127		15,911		20,426
Acquisition-related integration and transaction costs(1)	Acquisition-related integration and transaction costs(1)		1,006		928		1,006		4,059
Operating income	Operating income		353,309		309,531		1,013,864		898,890

Other expense (income), net	Other expense (income), net		35,653		40,327		112,678		120,711
Other expense (income), net
Other expense (income), net
Provision for income taxes	Provision for income taxes		57,997		52,612		155,974		122,577
Net income	Net income		$	259,659	$	216,592	$	745,212	$	655,602

___________________________

(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.

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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
September 30, Nine Months Ended
September 30,
(in thousands) 2023 2022 2023 2022
Operating revenues
Americas:
United States $ 246,089 $ 233,196 $ 740,939 $ 696,284
Other 28,243 24,450 83,353 70,559
Total Americas 274,332 257,646 824,292 766,843
Europe, the Middle East and Africa ("EMEA"):
United Kingdom 105,036 88,681 296,388 264,854
Other 142,826 125,607 420,996 379,695
Total EMEA 247,862 214,288 717,384 644,549
Asia & Australia:
Japan 24,956 21,784 75,258 67,817
Other 78,289 66,921 221,880 193,181
Total Asia & Australia 103,245 88,705 297,138 260,998
Total $ 625,439 $ 560,639 $ 1,838,814 $ 1,672,390

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	Three Months Ended March 31,
(in thousands)	2024		2023
Operating revenues
Americas:
United States	$	280,675	$	238,416
Other	30,358		27,536
Total Americas	311,033		265,952


Europe, the Middle East and Africa (“EMEA”):
United Kingdom	113,294		91,660
Other	151,684		138,319
Total EMEA	264,978		229,979


Asia & Australia:
Japan	26,573		26,017
Other	77,381		70,270
Total Asia & Australia	103,954		96,287


Total	$	679,965	$	592,218

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

September 30,

December 31,

As of

March 31,

December 31,

(in thousands)

2023

2022

(in thousands)

2024

2023

Long-lived assets

Americas:

United States

201,309

179,453

Other

11,974

11,971

Total Americas

213,283

191,424

EMEA:

United Kingdom

18,346

19,674

Other

21,808

23,099

Total EMEA

40,154

42,773

Asia & Australia:

Japan

1,268

652

Other

33,017

32,962

Total Asia & Australia

34,285

33,614

Total

287,722

267,811

Total

~~12.~~

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13. SUBSEQUENT EVENTS

On ~~October 30, 2023,~~April 22, 2024, the Board of Directors declared a quarterly cash dividend of ~~$1.38~~$1.60 per share for the three months ending ~~December 31, 2023~~June 30, 2024 (“~~fourth~~second quarter ~~2023”~~2024”). The ~~fourth~~second quarter ~~2023~~2024 dividend is payable on ~~November 30, 2023~~May 31, 2024 to shareholders of record as of the close of trading on ~~November 9, 2023.~~

On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash. The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted non-taxable gain of ~~approximately~~ ~~$140 million, to be recorded during the three months ending December 31, 2023. The results of Burgiss will be included in the Company’s All Other - Private Assets reportable segment.~~

The acquisition of Burgiss will provide the Company with comprehensive data and deep expertise in all private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics. The acquisition will also expand the Company’s robust suite of multi-asset class technology solutions with the industry leading Burgiss Caissa Platform, developed exclusively for institutional investors and providing a comprehensive view of the drivers of performance and risk in both public and private investments in total portfolios.

Due to the proximity of the closing date of the acquisition of the remaining interest in Burgiss to the date of this filing, the initial accounting for the business combination is incomplete. As a result, the Company is unable to disclose certain information including the provisional fair value estimates of the identifiable net assets acquired and goodwill at this time.May 17, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A.—Risk Factors,” in our Form 10-K.

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

Overview

We are 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. ~~We operate in~~The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions (formerly Burgiss), which are presented as the following four reportable ~~segments as follows:~~segments: Index, Analytics, ESG and Climate and All Other – Private Assets.

During the year ended December 31, 2023, we renamed the The Burgiss Group, LLC (“Burgiss”) operating segment to Private Capital Solutions. The operating segments of Real Assets and ~~The Burgiss Group, LLC (“Burgiss”)~~Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other – Private Assets reportable segment.

Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of ESG and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and growing into strategic partnerships with clients and (f) executing strategic relationships and acquisitions with complementary data, content and technology companies. For more information about our Company’s operations, see “Item 1: Business” in our Form 10-K.

As of ~~September 30, 2023,~~March 31, 2024, we served approximately ~~6,500~~6,9001 clients in more than 95 countries.

Our principal business model is generally to license annual, recurring subscriptions for the majority of our Index, Analytics and ESG and Climate products and services for a fee due in advance of the service period. ~~Real~~Private Assets products are also licensed annually through subscriptions, which are generally recurring, for a fee which is paid in advance when products are generally delivered ratably over the subscription period or in arrears after the product is delivered. A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products. Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.

In evaluating our financial performance, we focus on revenue and profit growth, including results accounted for under generally accepted accounting principles in the United States (“GAAP”) as well as non-GAAP measures, for the Company as a whole and by operating segment.

We present revenues disaggregated by types and by segments, which represent our major product lines. We also review expenses by activity, which provides more transparency into how resources are being deployed. In addition, we utilize operating metrics including Run Rate, subscription sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business.

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions. Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying AUM, which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. Approximately three-fifths of the AUM is invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency-adjusted variances.

1 Represents the aggregate of all related clients under their respective parent entity. At acquisition, we align an acquired Company’s client count to our methodology.

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For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, our largest client organization by revenue, BlackRock, accounted for ~~10.1%~~10.0% of our consolidated operating revenues, with ~~95.4%~~95.7% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and ~~non-ETFs~~non-ETF products that are based on our indexes.

1 ~~Represents the aggregate of all related clients under their respective parent entity.~~

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The discussion of our results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ are presented below. The results of operations for interim periods may not be indicative of future results.

~~Recent Developments~~Factors Affecting the Comparability of Results

Acquisitions of Burgiss, ~~Acquisition~~Trove and Fabric

On October 2, 2023, ~~MSCI~~the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash. ~~Prior to the acquisition, we held a 33.6% interest in Burgiss and accounted for Burgiss as an equity-method investment.~~ The acquisition of Burgiss will provide MSCI with comprehensive data and deep expertise in all private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics. The acquisition will also expand MSCI’s robust suite of multi-asset class technology solutions with the industry leading Burgiss Caissa Platform, developed exclusively for institutional investors and providing a comprehensive view of the drivers of performance and risk in both public and private investments in total portfolios.

~~Our~~Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a ~~pre-tax~~non-taxable gain of ~~approximately $140~~$143.0 million ~~to be recorded during~~for the three months ending December 31, 2023. ~~We used available cash~~

Prior to ~~fund~~the acquisition, the Company’s ownership interest in Burgiss was classified as an equity-method investment. Therefore, 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 reported as a component of other (expense) income, net.

Following the acquisition, the consolidated results of Burgiss are included in the Company’s Private Capital Solutions operating segment (formerly known as Burgiss), which is combined and presented as part of the All Other – Private Assets reportable segment. See Note 5, “Acquisitions,” and Note 12, “Segment Information” of the Notes to the Consolidated Financial Statements included herein for additional information on the acquisition of Burgiss.

On November 1, 2023 MSCI completed the ~~remaining interest~~acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.5 million in ~~Burgiss. The results~~cash. Trove is a part of ~~Burgiss will be included~~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 ~~our All Other - Private Assets reportable~~portfolio design, customization and analytics for wealth managers and advisors for approximately $8.0 million in cash and contingent consideration with an acquisition date fair value of $8.1 million that is payable based on future sales of Fabric’s products. Fabric is a part of the Analytics operating segment.

Results of Operations

Operating Revenues

Our operating revenues are grouped by the following types: recurring subscriptions, asset-based fees and non-recurring. We also group operating revenues by major product or reportable segment as follows: Index, Analytics, ESG and Climate and All Other – Private ~~Assets, which includes the Real Assets operating segment.~~Assets.

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																										Three Months Ended March 31,									% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023				2022						% Change
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	464,997	$	420,216	10.7	%				$	1,365,936			$	1,227,025			11.3	%			$	513,055		$			$	445,247		15.2		15.2		%
Asset-based fees	Asset-based fees		141,066		125,620		12.3	%		412,354				402,889				2.3	%	Asset-based fees			150,259			133,126				133,126			12.9		12.9		%
Non-recurring	Non-recurring		19,376		14,803		30.9	%		60,524				42,476				42.5	%	Non-recurring			16,651			13,845				13,845			20.3		20.3		%
Total operating revenues	Total operating revenues		$	625,439	$	560,639	11.6	%		$	1,838,814			$	1,672,390			10.0	%	Total operating revenues			$	679,965		$			$	592,218		14.8		14.8		%

Total operating revenues increased ~~11.6% for the three months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 10.9%.~~

Operating revenues from recurring subscriptions increased 10.7% for the three months ended September 30, 2023, primarily driven by strong growth in Index products, which increased $20.9 million, or 11.3%, ESG and Climate products, which increased $15.4 million, or 27.3%, and Analytics products, which increased $8.5 million, or 6.0%14.8%. Adjusting for the impact of foreign currency exchange rate fluctuations and acquisitions, total operating revenues would have increased 10.3%.

Operating revenues from recurring subscriptions increased 15.2%, driven by growth in All Other – Private Assets which increased $24.8 million, or 64.7% and included $24.2 million of Burgiss revenue, Index products, which increased $16.3 million, or 8.3%, and strong growth in both Analytics products, which increased $16.0 million, or 11.1%, and ESG and Climate products, which increased $10.7 million, or 16.3%. Adjusting for the impact of foreign currency exchange rate fluctuations and acquisitions, operating revenues from recurring subscriptions would have increased ~~9.8%~~9.3%.

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Operating revenues from asset-based fees increased ~~12.3% for the three months ended September 30, 2023,~~12.9%, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes, partially offset by a decrease in ~~revenues~~revenue from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased ~~by 15.3%~~15.0%, primarily driven by ~~increases~~an increase in average ~~AUM.~~AUM, partially offset by decreases in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by ~~16.3%~~14.4%, primarily driven by ~~increases~~an increase in average AUM, ~~and~~partially offset by decreases in average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by ~~12.1%~~7.0%, driven by volume decreases.

Total operating revenues increased 10.0% for the nine months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 10.3%.

Operating revenues from recurring subscriptions increased 11.3% for the nine months ended September 30, 2023, primarily driven by strong growth in Index products, which increased $64.1 million, or 11.9%, ESG and Climate products, which increased

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$46.6 million, or 28.9%, and Analytics products, which increased $23.2 million, or 5.5%. Adjusting for the impact of foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased 11.7%.

Operating revenues from asset-based fees increased 2.3% for the nine months ended September 30, 2023, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 5.0%, primarily driven by increases in average AUM and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 9.3%, driven by volume decreases.

Operating revenues from non-recurring revenues increased 42.5% for the nine months ended September 30, 2023, primarily driven by one-time license fees related to prior periods, as well as non-recurring licensed data products.

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


			Period Ended
			2022								2023
		Period Ended																					Period Ended
		2023																			2023				2024
(in billions)	(in billions)		March 31,		June 30,		September 30,		December 31,		March 31,		June 30,		September 30,		(in billions)	March 31,	June 30,	September 30,		December 31,		March 31,
AUM in ETFs linked to MSCI equity indexes(1), (2)	AUM in ETFs linked to MSCI equity indexes(1), (2)		$	1,389.3	$	1,189.5	$	1,081.2	$	1,222.9	$	1,305.4	$	1,372.5	$	1,322.8
Sequential Change in Value	Sequential Change in Value
Market Appreciation/(Depreciation)	Market Appreciation/(Depreciation)		$	(89.7)	$	(207.3)	$	(105.7)	$	118.8	$	75.1	$	48.4	$	(56.1)
Market Appreciation/(Depreciation)
Market Appreciation/(Depreciation)
Cash Inflows	Cash Inflows		27.4		7.5		(2.6)		22.9		7.4		18.7		6.4
Total Change	Total Change		$	(62.3)	$	(199.8)	$	(108.3)	$	141.7	$	82.5	$	67.1	$	(49.7)

The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:


			2022								2023
		2023																			2023			2024
(in billions)	(in billions)		March		June		September		December		March		June		September		(in billions)	March	June	September		December	March
AUM in ETFs linked to MSCI equity indexes(1), (2)	AUM in ETFs linked to MSCI equity indexes(1), (2)
Quarterly average	Quarterly average		$	1,392.5	$	1,285.4	$	1,208.9	$	1,182.1	$	1,287.5	$	1,333.8	$	1,376.5
Quarterly average
Quarterly average
Year-to-date average	Year-to-date average		$	1,392.5	$	1,338.9	$	1,295.6	$	1,267.2	$	1,287.5	$	1,310.7	$	1,332.6

___________________________

(1)The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at http://ir.msci.com. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.

(2)The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.

The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended ~~September 30, 2023,~~March 31, 2024, was up ~~$167.6~~$221.3 billion, or ~~13.9%. For~~17.2%, compared to the ~~nine~~three months ended ~~September 30, 2023, it was up $37.0 billion, or 2.9%.~~March 31, 2023.

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,						% Change
		Three Months Ended March 31,																								Three Months Ended March 31,											% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023			2022				% Change
Operating revenues:	Operating revenues:
Operating revenues:
Operating revenues:
Index	Index
Index
Index
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	206,453	$	185,531	11.3	%		$	603,845		$	539,740		11.9	%			$	212,952			$		$	196,678			8.3			8.3		%
Asset-based fees	Asset-based fees		141,066		125,620		12.3	%		412,354			402,889			2.3	%	Asset-based fees				150,259			133,126				133,126			12.9				12.9	%
Non-recurring	Non-recurring		14,603		11,089		31.7	%		47,621			31,319			52.1	%	Non-recurring				10,661			9,578				9,578			11.3				11.3	%
Index total	Index total		362,122		322,240		12.4	%		1,063,820			973,948			9.2	%	Index total				373,872			339,382				339,382			10.2				10.2	%

Analytics	Analytics

Analytics

Analytics
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		151,269		142,751		6.0	%		443,276			420,047			5.5	%			160,551				144,503			144,503				11.1			11.1		%
Non-recurring	Non-recurring		2,999		2,164		38.6	%		7,943			6,349			25.1	%	Non-recurring				3,415			2,567				2,567			33.0				33.0	%
Analytics total	Analytics total		154,268		144,915		6.5	%		451,219			426,396			5.8	%	Analytics total				163,966			147,070				147,070			11.5				11.5	%

ESG and Climate	ESG and Climate

ESG and Climate

ESG and Climate
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		71,744		56,353		27.3	%		207,523			160,962			28.9	%			76,418				65,732			65,732				16.3			16.3		%
Non-recurring	Non-recurring		1,294		1,242		4.2	%		3,792			3,790			0.1	%	Non-recurring				1,466			1,326				1,326			10.6				10.6	%
ESG and Climate total	ESG and Climate total		73,038		57,595		26.8	%		211,315			164,752			28.3	%	ESG and Climate total				77,884			67,058				67,058			16.1				16.1	%

All Other - Private Assets	All Other - Private Assets

All Other - Private Assets

All Other - Private Assets
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		35,531		35,581		(0.1	%)		111,292			106,276			4.7	%			63,134				38,334			38,334				64.7			64.7		%
Non-recurring	Non-recurring		480		308		55.8	%		1,168			1,018			14.7	%	Non-recurring				1,109			374				374			196.5				196.5	%
All Other - Private Assets total	All Other - Private Assets total		36,011		35,889		0.3	%		112,460			107,294			4.8	%	All Other - Private Assets total				64,243			38,708				38,708			66.0				66.0	%

Total operating revenues	Total operating revenues		$	625,439	$	560,639	11.6	%		$	1,838,814		$	1,672,390		10.0	%
Total operating revenues
Total operating revenues																						$	679,965					$	592,218					14.8		%

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

Operating Expenses

We group our operating expenses into the following activity categories:

•Cost of revenues;

•Selling and marketing;

•Research and development (“R&D”);

•General and administrative (“G&A”);

•Amortization of intangible assets; and

•Depreciation and amortization of property, equipment and leasehold improvements.

Costs are assigned to these activity categories based on the nature of the expense or, when not directly attributable, an estimated allocation based on the type of effort involved. Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related expenses.

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,						% Change
		Three Months Ended March 31,																								Three Months Ended March 31,											% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023			2022				% Change
Operating expenses:	Operating expenses:
Operating expenses:
Operating expenses:
Cost of revenues
Cost of revenues
Cost of revenues	Cost of revenues		$	105,311	$	98,418	7.0	%		$	324,024		$	301,957		7.3	%			$	128,514			$		$	108,647			18.3			18.3	%
Selling and marketing	Selling and marketing		66,581		65,545		1.6	%		201,044			192,671			4.3	%	Selling and marketing				72,168			66,475				66,475			8.6			8.6		%
Research and development	Research and development		31,438		25,941		21.2	%		92,901			78,179			18.8	%	Research and development				40,525			31,323				31,323			29.4			29.4		%
General and administrative	General and administrative		36,826		30,702		19.9	%		113,527			112,993			0.5	%	General and administrative				56,691			41,044				41,044			38.1			38.1		%
Amortization of intangible assets	Amortization of intangible assets		26,722		23,375		14.3	%		77,543			67,274			15.3	%	Amortization of intangible assets				38,604			24,667				24,667			56.5			56.5		%
Depreciation and amortization of property, equipment and leasehold improvements	Depreciation and amortization of property, equipment and leasehold improvements		5,252		7,127		(26.3	%)		15,911			20,426			(22.1	%)	Depreciation and amortization of property, equipment and leasehold improvements				4,081			5,460				5,460			(25.3			(25.3		%)
Total operating expenses	Total operating expenses		$	272,130	$	251,108	8.4	%		$	824,950		$	773,500		6.7	%	Total operating expenses				$	340,583		$			$	277,616		22.7			22.7		%

Total operating expenses increased ~~8.4% for the three months ended September 30, 2023.~~22.7%. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been ~~6.4%.~~

~~Total operating expenses increased 6.7% for the nine months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 7.1%~~21.9%.

Cost of Revenues

Cost of revenues expenses consist of costs related to the production and servicing of our products and services and primarily includes related information technology costs, including data center, cloud service, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support and maintain existing products; costs of product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs.

Cost of revenues increased ~~7.0% for the three months ended September 30, 2023, primarily~~18.3%, reflecting increases across ~~the Analytics and Index~~all reportable ~~segments, partially offset by decreases in the All Other – Private Assets reportable segment.~~segments. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits ~~costs.~~

~~Cost~~costs as a result of ~~revenues~~ increased 7.3% for the nine months ended September 30, 2023, reflecting increases across the Index, Analytics and ESG and Climate reportable segments, partially offset by decreases in the All Other – Private Assets reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation,headcount, as well as increases in non-compensation costs, primarily reflecting higher information technology and market data ~~and recruiting~~ costs.

Selling and Marketing

Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales and marketing teams, as well as costs incurred in other departments associated with acquiring new business, including product management, research, technology and sales operations.

Selling and marketing expenses increased ~~1.6% for the three months ended September 30, 2023,~~8.6%, reflecting increases across the ~~Analytics, ESG~~All Other- Private Assets, Index and ~~Climate and All Other – Private Assets~~Analytics reportable segments, partially offset by decreases in the ~~Index~~ESG and Climate reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation, ~~and wages and salaries, partially offset by lower benefits costs.~~

Selling and marketing expenses increased 4.3% for the nine months ended September 30, 2023, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and ~~incentive compensation costs, partially offset by lower~~ benefits costs as ~~well as increases in non-compensation costs, primarily reflecting~~a result of increased ~~marketing costs and travel and entertainment expenses.~~headcount.

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Research and Development

R&D expenses consist of costs to develop new, or ~~enhanced~~enhance existing, products and the costs to develop new or enhanced technologies and service platforms for the delivery of our products and services and primarily include the costs of development, research, product management, project management and the technology support directly associated with these activities.

R&D expenses increased ~~21.2% for the three months ended September 30, 2023,~~29.4%, reflecting increases across ~~the ESG and Climate, Index and All Other - Private Assets~~all reportable ~~segments, partially offset by decreases in the Analytics reportable segment.~~segments. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, ~~and~~ incentive compensation and benefits costs as a result of increased headcount, partially offset by increased capitalization of costs related to internally developed software projects. ~~The change was also driven by increases in non-compensation costs, primarily relating to higher information technology costs.~~

R&D expenses increased 18.8% for the nine months ended September 30, 2023, reflecting increases across the ESG and Climate, Index and All Other - Private Assets reportable segments, partially offset by decreases in the Analytics reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation costs, partially offset by increased capitalization of costs related to internally developed software projects. The change was also driven by increases in non-compensation costs, primarily relating to higher information technology costs.

General and Administrative

G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development, acquisition integration, changes in the fair value of contingent consideration and certain other administrative costs that are not directly attributed to a product or service, but are instead allocated to ~~a product or service.~~G&A expenses.

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G&A expenses increased ~~19.9% for the three months ended September 30, 2023,~~38.1%, reflecting increases across ~~the Index, ESG and Climate and Analytics~~all reportable ~~segments, partially offset by decreases in the All Other - Private Assets reportable segment.~~segments. The change was driven by increases in compensation and benefits costs, primarily related to higher incentive compensation, ~~and~~ wages and ~~salaries.~~salaries and benefits costs as a result of increased headcount, as well as increases in non-compensation costs, primarily reflecting higher professional fees. The ~~change~~increase was also driven by higher non-compensation costs, primarily relating to higher non-income tax expenses due to the absence of favorable settlements reached in the prior period, partially offset by a decrease in professional fees.

G&A expenses increased 0.5% for the nine months ended September 30, 2023, primarily reflecting increases across the ESG and Climate and Index reportable segments, partially offset by decreases in the All Other - Private Assets reportable segment. The change was primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation and wages and salaries. The change was offset by the absence of non-recurring transaction and integration costs primarily related to the ~~September 2021~~step acquisition of ~~Real Capital Analytics, Inc. (“RCA”).~~Burgiss.

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																										Three Months Ended March 31,									% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023				2022						% Change
Compensation and benefits
Compensation and benefits
Compensation and benefits	Compensation and benefits		$	171,815	$	155,447	10.5	%				$	527,566			$	489,527			7.8	%			$	222,994		$			$	181,579		22.8		22.8		%
Non-compensation expenses	Non-compensation expenses		68,341		65,159		4.9	%		203,930				196,273				3.9	%	Non-compensation expenses			74,904			65,910				65,910			13.6		13.6		%
Amortization of intangible assets	Amortization of intangible assets		26,722		23,375		14.3	%		77,543				67,274				15.3	%	Amortization of intangible assets			38,604			24,667				24,667			56.5		56.5		%
Depreciation and amortization of property, equipment and leasehold improvements	Depreciation and amortization of property, equipment and leasehold improvements		5,252		7,127		(26.3	%)		15,911				20,426				(22.1	%)	Depreciation and amortization of property, equipment and leasehold improvements			4,081			5,460				5,460			(25.3		(25.3		%)
Total operating expenses	Total operating expenses		$	272,130	$	251,108	8.4	%		$	824,950			$	773,500			6.7	%	Total operating expenses			$	340,583		$			$	277,616		22.7		22.7		%

Compensation and Benefits

A significant portion of the incentive compensation component of operating expenses is based on the achievement of a number of financial and operating metrics. In a scenario where operating revenue growth and profitability moderate, incentive compensation would be expected to decrease accordingly.

We had ~~5,005~~5,858 employees as of ~~September 30, 2023,~~March 31, 2024, compared to ~~4,767~~4,846 employees as of ~~September 30, 2022,~~March 31, 2023, reflecting a ~~5.0% growth~~20.9% increase in the number of ~~employees.~~employees which is primarily related to acquisitions. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs. As of ~~September 30, 2023, 66.5%~~March 31, 2024, 67.2% of our employees were located in emerging market centers compared to ~~65.0%~~65.4% as of ~~September 30, 2022.~~

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March 31, 2023.

Compensation and benefits costs increased ~~10.5% and 7.8%~~22.8%, ~~for the three and nine months ended September 30, 2023, respectively,~~primarily driven by an increase in wages and salaries, ~~and~~ incentive compensation and benefits costs due to headcount growth, partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations and the step acquisition of Burgiss, and the Trove and Fabric acquisitions, compensation and benefits costs would have increased by ~~7.9% and 8.5%, respectively, for the three and nine months ended September 30, 2023.~~10.9%.

Non-Compensation Expenses

Fixed costs constitute a significant portion of the non-compensation component of operating expenses. The discretionary non-compensation component of operating expenses could, however, be reduced in the near-term in a scenario where operating revenue growth moderates.

Non-compensation expenses increased ~~4.9% for the three months ended September 30, 2023,~~13.6%, primarily driven by higher ~~non-income tax expenses due to the absence of favorable settlements reached in the prior period and higher~~professional fees, information technology ~~costs~~ and market data ~~costs, partially offset by a decrease in professional fees.~~

~~Non-compensation expenses increased 3.9% for the nine months ended September 30, 2023, primarily~~costs. The increase was also driven by higher information technology costs, market data costs, non-income tax expenses due to the absence of favorable settlements reached in the prior period, and marketing costs, partially offset by lower professional fees and by the absence of non-recurring transaction and integration costs primarily related to the ~~September 2021~~step acquisition of ~~RCA.~~Burgiss. Adjusting for the impact of foreign currency exchange rate fluctuations and the step acquisition of Burgiss, and the Trove and Fabric acquisitions, non-compensation expenses would have increased by 4.3%.

Amortization of Intangible Assets

Amortization of intangible assets expense relates to definite-lived intangible assets arising from past acquisitions and capitalization of internally developed software projects recognized over their estimated useful lives.

Amortization of intangible assets expense increased ~~14.3% and 15.3% for the three and nine months ended September 30, 2023, respectively,~~56.5%, primarily driven by higher amortization recognized on acquired intangible assets from recent acquisitions and amortization of internal use software.

Depreciation and Amortization of Property, Equipment and Leasehold Improvements

Depreciation and amortization of property, equipment and leasehold improvements consists of expenses related to depreciating or amortizing the cost of computer and related equipment, leasehold improvements, software and furniture and fixtures over the estimated useful life of the assets.

Depreciation and amortization of property, equipment and leasehold improvements decreased ~~26.3% and 22.1% for the three and nine months ended September 30, 2023, respectively,~~25.3%, primarily driven by lower depreciation on computer and related equipment.

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Total Other Expense (Income), Net

The following table shows our other expense (income), net for the periods indicated:


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																										Three Months Ended March 31,									% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023				2022						% Change
Interest income
Interest income
Interest income	Interest income		$	(10,314)	$	(3,938)	161.9	%				$	(31,079)			$	(5,160)			502.3	%			$	(6,048)		$			$	(10,362)		(41.6		(41.6		%)
Interest expense	Interest expense		46,902		44,162		6.2	%		139,725				125,961				10.9	%	Interest expense			46,674			46,206				46,206			1.0		1.0		%
Other expense (income)	Other expense (income)		(935)		103		(1007.8	%)		4,032				(90)				(4580.0	%)	Other expense (income)			2,863			2,386				2,386			20.0		20.0		%
Total other expense (income), net	Total other expense (income), net		$	35,653	$	40,327	(11.6	%)		$	112,678			$	120,711			(6.7	%)	Total other expense (income), net			$	43,489		$			$	38,230		13.8		13.8		%

Total other expense (income), net ~~decreased 11.6% for the three months ended September 30, 2023,~~increased 13.8%, primarily driven by ~~higher~~lower interest income reflecting ~~higher yields,~~lower average cash balances as well as loss on extinguishment related to unamortized debt issuance costs associated with the prepayment of the Tranche A Term Loans and the ~~impact of~~entry into the Credit Agreement, partially offset by favorable foreign currency exchange rate ~~fluctuations, partially offset by higher interest expense due to higher interest rates.~~

Total other expense (income), net decreased 6.7% for the nine months ended September 30, 2023, primarily driven by higher interest income, reflecting higher yields and cash balances, partially offset by higher interest expense, due to higher debt levels and interest rates, and the impact of unfavorable foreign currency exchange rate fluctuations.

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Income Taxes

The following table shows our income tax provision and effective tax rate for the periods indicated:


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																								Three Months Ended March 31,					% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023				2022				% Change
Provision for income taxes	Provision for income taxes		$	57,997		$	52,612					$	155,974			$	122,577
Provision for income taxes
Provision for income taxes																								39,939			37,644		6.1	%
Effective tax rate	Effective tax rate		18.3		%	19.5		%	(6.2)	%		17.3		%		15.8		%		9.5	%	Effective tax rate		13.5	%		13.6	%	(0.7	%)

The effective tax rate of ~~18.3%~~13.5% for the three months ended ~~September 30, 2023~~March 31, 2024 reflects the ~~Company’s~~Company's estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling ~~$3.4~~$20.2 million, primarily related to ~~$3.2~~$13.0 million of ~~prior-year~~excess tax benefits recognized on share-based compensation vested during the period and $7.2 million of tax benefits related to prior year items.

The effective tax rate of ~~19.5%~~13.6% for the three months ended ~~September 30, 2022 reflects the Company’s estimate of the effective tax rate for the period. The level of discrete items was not impactful to the effective tax rate for the period.~~

~~The effective tax rate of 17.3% for the nine months ended September 30,~~March 31, 2023 reflects the ~~Company’s~~Company's estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling ~~$19.8~~$16.5 million, primarily related to ~~$11.4~~$11.1 million of excess tax benefits recognized on share-based compensation vested during the period and ~~$8.4~~$4.6 million of tax benefits related to ~~prior-year~~the resolution of prior year items.

Net Income

The following table shows our net income for the periods indicated:


			Three Months Ended September 30,				% Change		Nine Months Ended September 30,						% Change
		Three Months Ended March 31,																	Three Months Ended March 31,					% Change
(in thousands)	(in thousands)		2023		2022			% Change			2023			2022		% Change
Net income	Net income		$	259,659	$	216,592			$	745,212		$	655,602
Net income
Net income																	$	255,954		$	238,728	7.2	%

As a result of the factors described above, net income increased ~~19.9% for the three months ended September 30, 2023, and increased 13.7% for the nine months ended September 30, 2023.~~7.2%.

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Weighted Average Shares and Common Shares Outstanding

The following table shows our weighted average shares outstanding for the periods indicated:


			Three Months Ended September 30,		% Change			Nine Months Ended September 30,				% Change
		Three Months Ended March 31,																Three Months Ended March 31,					% Change
(in thousands)	(in thousands)		2023	2022			% Change		2023		2022				% Change
Weighted average shares outstanding:	Weighted average shares outstanding:
Weighted average shares outstanding:
Weighted average shares outstanding:
Basic
Basic
Basic	Basic		79,116	80,500	(1.7	%)		79,580		81,001		(1.8	%)			79,195		80,041		(1.1	%)
Diluted	Diluted		79,500	80,874	(1.7	%)		79,959		81,481		(1.9	%)	Diluted			79,508		80,482		(1.2	%)

The following table shows our common shares outstanding for the periods indicated:

As of

% Change

As of

% Change

(in thousands)

September 30,
2023

December 31,
2022

% Change

Common shares outstanding

79,091

79,960

Common shares outstanding

79,224

79,091

0.2

The decrease in weighted average shares ~~and common shares~~ outstanding ~~for the three and nine months ended September 30, 2023~~ primarily reflects the impact of share repurchases made pursuant to the ~~Company’s~~ stock repurchase ~~program.~~program during the twelve months ended December 31, 2023. The increase in common shares outstanding primarily reflects the vesting of certain share-based awards during the three months ended March 31, 2024.

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Adjusted EBITDA

“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration and transaction costs.

“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.

“Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by operating revenues.

Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period. All companies do not calculate adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA expenses in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses measures may not be comparable to similarly titled measures computed by other companies.

The following table presents non-GAAP Adjusted EBITDA for the periods indicated:


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,										% Change
		Three Months Ended March 31,																														Three Months Ended March 31,									% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023					2022						% Change
Operating revenues
Operating revenues
Operating revenues	Operating revenues		$	625,439		$	560,639		11.6	%					$	1,838,814				$	1,672,390			10.0	%			$	679,965		$			$	592,218		14.8		14.8		%
Adjusted EBITDA expenses	Adjusted EBITDA expenses		239,150			219,678			8.9	%		730,490					681,741					7.2	%	Adjusted EBITDA expenses			296,392			247,489				247,489			19.8		19.8		%
Adjusted EBITDA	Adjusted EBITDA		$	386,289		$	340,961		13.3	%		$	1,108,324				$	990,649				11.9	%	Adjusted EBITDA			$	383,573		$			$	344,729		11.3		11.3		%

Operating margin %	Operating margin %		56.5		%	55.2		%				55.1		%			53.7		%
Operating margin %
Operating margin %
Adjusted EBITDA margin %	Adjusted EBITDA margin %		61.8		%	60.8		%				60.3		%			59.2		%
Adjusted EBITDA margin %
Adjusted EBITDA margin %

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The change in Adjusted EBITDA margin reflects changes in the rate of growth of Adjusted EBITDA expenses as compared to the rate of growth of operating revenues, driven by the factors previously described.

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

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																											Three Months Ended March 31,									% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023				2022						% Change
Net income
Net income
Net income	Net income		$	259,659	$	216,592	19.9	%				$	745,212			$	655,602			13.7	%				$	255,954		$				$	238,728		7.2		7.2	%
Provision for income taxes	Provision for income taxes		57,997		52,612		10.2	%		155,974				122,577				27.2	%	Provision for income taxes				39,939			37,644					37,644			6.1		6.1	%
Other expense (income), net	Other expense (income), net		35,653		40,327		(11.6	%)		112,678				120,711				(6.7	%)	Other expense (income), net				43,489			38,230					38,230			13.8		13.8	%
Operating income	Operating income		353,309		309,531		14.1	%		1,013,864				898,890				12.8	%	Operating income				339,382			314,602					314,602			7.9		7.9	%

Amortization of intangible assets
Amortization of intangible assets
Amortization of intangible assets	Amortization of intangible assets		26,722		23,375		14.3	%		77,543				67,274				15.3	%				38,604			24,667				24,667				56.5		56.5	%
Depreciation and amortization of property, equipment and leasehold improvements	Depreciation and amortization of property, equipment and leasehold improvements		5,252		7,127		(26.3	%)		15,911				20,426				(22.1	%)	Depreciation and amortization of property, equipment and leasehold improvements				4,081			5,460					5,460			(25.3		(25.3	%)
Acquisition-related integration and transaction costs (1)	Acquisition-related integration and transaction costs (1)		1,006		928		8.4	%		1,006				4,059				(75.2	%)	Acquisition-related integration and transaction costs (1)				1,506			—					—			100.0		100.0	%
Consolidated Adjusted EBITDA	Consolidated Adjusted EBITDA		$	386,289	$	340,961	13.3	%		$	1,108,324			$	990,649			11.9	%	Consolidated Adjusted EBITDA				383,573			344,729					344,729			11.3		11.3	%

Index Adjusted EBITDA	Index Adjusted EBITDA		277,672		245,967		12.9	%		808,424				737,012				9.7	%

Index Adjusted EBITDA

Index Adjusted EBITDA																								$	277,760						$	253,682				9.5	%
Analytics Adjusted EBITDA	Analytics Adjusted EBITDA		71,781		67,634		6.1	%		197,710				181,484				8.9	%	Analytics Adjusted EBITDA				72,212			60,780					60,780			18.8		18.8	%
ESG and Climate Adjusted EBITDA	ESG and Climate Adjusted EBITDA		25,440		15,910		59.9	%		66,114				42,334				56.2	%	ESG and Climate Adjusted EBITDA				21,091			17,876					17,876			18.0		18.0	%
All Other - Private Assets Adjusted EBITDA	All Other - Private Assets Adjusted EBITDA		11,396		11,450		(0.5	%)		36,076				29,819				21.0	%	All Other - Private Assets Adjusted EBITDA				12,510			12,391					12,391			1.0		1.0	%
Consolidated Adjusted EBITDA	Consolidated Adjusted EBITDA		$	386,289	$	340,961	13.3	%		$	1,108,324			$	990,649			11.9	%	Consolidated Adjusted EBITDA				383,573			344,729					344,729			11.3		11.3	%

___________________________

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


			Three Months Ended September 30,				% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																										Three Months Ended March 31,										% Change
(in thousands)	(in thousands)		2023		2022				% Change			2023				2022						% Change
Total operating expenses
Total operating expenses
Total operating expenses	Total operating expenses		$	272,130	$	251,108	8.4	%				$	824,950			$	773,500			6.7	%			$	340,583		$			$	277,616		22.7			22.7		%
Amortization of intangible assets	Amortization of intangible assets		26,722		23,375		14.3	%		77,543				67,274				15.3	%	Amortization of intangible assets			38,604			24,667				24,667			56.5			56.5		%
Depreciation and amortization of property, equipment and leasehold improvements	Depreciation and amortization of property, equipment and leasehold improvements		5,252		7,127		(26.3	%)		15,911				20,426				(22.1	%)	Depreciation and amortization of property, equipment and leasehold improvements			4,081			5,460				5,460			(25.3			(25.3		%)
Acquisition-related integration and transaction costs (1)	Acquisition-related integration and transaction costs (1)		1,006		928		8.4	%		1,006				4,059				(75.2	%)	Acquisition-related integration and transaction costs (1)			1,506			—				—			100.0			100.0		%
Consolidated Adjusted EBITDA expenses	Consolidated Adjusted EBITDA expenses		$	239,150	$	219,678	8.9	%		$	730,490			$	681,741			7.2	%	Consolidated Adjusted EBITDA expenses			296,392			247,489				247,489			19.8			19.8		%

Index Adjusted EBITDA expenses	Index Adjusted EBITDA expenses		84,450		76,273		10.7	%		255,396				236,936				7.8	%

Index Adjusted EBITDA expenses

Index Adjusted EBITDA expenses																							$	96,112					$	85,700				12.1		%
Analytics Adjusted EBITDA expenses	Analytics Adjusted EBITDA expenses		82,487		77,281		6.7	%		253,509				244,912				3.5	%	Analytics Adjusted EBITDA expenses			91,754			86,290				86,290			6.3			6.3		%
ESG and Climate Adjusted EBITDA expenses	ESG and Climate Adjusted EBITDA expenses		47,598		41,685		14.2	%		145,201				122,418				18.6	%	ESG and Climate Adjusted EBITDA expenses			56,793			49,182				49,182			15.5			15.5		%
All Other - Private Assets Adjusted EBITDA expenses	All Other - Private Assets Adjusted EBITDA expenses		24,615		24,439		0.7	%		76,384				77,475				(1.4	%)	All Other - Private Assets Adjusted EBITDA expenses			51,733			26,317				26,317			96.6			96.6		%
Consolidated Adjusted EBITDA expenses	Consolidated Adjusted EBITDA expenses		$	239,150	$	219,678	8.9	%		$	730,490			$	681,741			7.2	%	Consolidated Adjusted EBITDA expenses			$	296,392		$			$	247,489		19.8			19.8		%

___________________________

~~The discussion of the segment results is presented below.~~

3231

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Segment Results

Index Segment

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


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																												Three Months Ended March 31,												% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023				2022				% Change
Operating revenues:	Operating revenues:
Operating revenues:
Operating revenues:
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	206,453		$	185,531		11.3	%		$	603,845			$	539,740			11.9	%			$	212,952			$		$	196,678			8.3			8.3		%
Asset-based fees	Asset-based fees		141,066			125,620			12.3	%		412,354				402,889				2.3	%	Asset-based fees				150,259			133,126				133,126			12.9				12.9		%
Non-recurring	Non-recurring		14,603			11,089			31.7	%		47,621				31,319				52.1	%	Non-recurring				10,661			9,578				9,578			11.3				11.3		%
Operating revenues total	Operating revenues total		362,122			322,240			12.4	%		1,063,820				973,948				9.2	%	Operating revenues total				373,872			339,382				339,382			10.2				10.2		%

Adjusted EBITDA expenses	Adjusted EBITDA expenses		84,450			76,273			10.7	%		255,396				236,936				7.8	%
Adjusted EBITDA expenses
Adjusted EBITDA expenses																										96,112						85,700						12.1		%
Adjusted EBITDA	Adjusted EBITDA		$	277,672		$	245,967		12.9	%		$	808,424			$	737,012			9.7	%	Adjusted EBITDA				$	277,760		$			$	253,682		9.5				9.5		%

Adjusted EBITDA margin %	Adjusted EBITDA margin %		76.7		%	76.3		%				76.0		%		75.7		%
Adjusted EBITDA margin %
Adjusted EBITDA margin %

Index operating revenues increased ~~12.4% for the three months ended September 30, 2023, primarily~~10.2%, driven by strong growth from ~~both~~asset-based fees as well as revenue growth from recurring ~~subscriptions and asset-based fees.~~subscriptions. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased ~~12.5%~~10.4%.

Operating revenues from recurring subscriptions increased ~~11.3% for the three months ended September 30, 2023,~~8.3%, primarily driven by strong growth from market cap-weighted Index products.

Operating revenues from asset-based fees increased ~~12.3% for the three months ended September 30, 2023,~~12.9%, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes, partially offset by a decrease in ~~revenues~~revenue from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased ~~by 15.3%~~15.0%, primarily driven by an increase in average ~~AUM.~~AUM, partially offset by decreases in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by ~~16.3%~~14.4%, primarily driven by ~~increases~~an increase in average AUM, ~~and~~partially offset by decreases in average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI ~~indexes~~Indexes decreased by ~~12.1%~~7%, driven by volume decreases.

Index segment Adjusted EBITDA expenses increased ~~10.7% for the three months ended September 30, 2023,~~12.1%, primarily driven by higher compensation expenses across all expense activity categories. The increase reflects higher incentive compensation, ~~and~~ wages and ~~salaries.~~salaries and benefits costs. The change was also driven by higher non-compensation expenses across the G&A, cost of revenues and R&D expense activity categories, partially offset by lower non-compensation expenses in the selling and marketing expense activity category. The increase in non-compensation expenses is primarily due to higher professional fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by ~~8.4%~~11.2%.

Index operating revenues increased 9.2% for the nine months ended September 30, 2023, primarily driven by strong growth from both recurring subscriptions and non-recurring revenues. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 9.4%.

Operating revenues from recurring subscriptions increased 11.9% for the nine months ended September 30, 2023, primarily driven by strong growth from both market cap-weighted and factor, ESG and climate Index products.

Operating revenues from non-recurring revenues increased 52.1% for the nine months ended September 30, 2023, primarily driven by one-time license fees related to prior periods, as well as non-recurring licensed data products.

Index segment Adjusted EBITDA expenses increased 7.8% for the nine months ended September 30, 2023, driven by higher compensation and non-compensation expenses across all expense categories. The increase reflects higher wages and salaries and incentive compensation costs, partially offset by lower benefits costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 8.2%.

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Analytics Segment

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


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																												Three Months Ended March 31,												% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023				2022				% Change
Operating revenues:	Operating revenues:
Operating revenues:
Operating revenues:
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	151,269		$	142,751		6.0	%		$	443,276			$	420,047			5.5	%			$	160,551			$		$	144,503			11.1			11.1		%
Non-recurring	Non-recurring		2,999			2,164			38.6	%		7,943				6,349				25.1	%	Non-recurring				3,415			2,567				2,567			33.0				33.0		%
Operating revenues total	Operating revenues total		154,268			144,915			6.5	%		451,219				426,396				5.8	%	Operating revenues total				163,966			147,070				147,070			11.5				11.5		%

Adjusted EBITDA expenses	Adjusted EBITDA expenses		82,487			77,281			6.7	%		253,509				244,912				3.5	%
Adjusted EBITDA expenses
Adjusted EBITDA expenses																										91,754						86,290						6.3		%
Adjusted EBITDA	Adjusted EBITDA		$	71,781		$	67,634		6.1	%		$	197,710			$	181,484			8.9	%	Adjusted EBITDA				$	72,212		$			$	60,780		18.8				18.8		%

Adjusted EBITDA margin %	Adjusted EBITDA margin %		46.5		%	46.7		%				43.8		%		42.6		%
Adjusted EBITDA margin %
Adjusted EBITDA margin %

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Analytics operating revenues increased ~~6.5% for the three months ended September 30, 2023,~~11.5%, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics ~~and Multi-Asset Class~~ products. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased ~~6.6%~~11.9%.

Analytics segment Adjusted EBITDA expenses increased ~~6.7% for the three months ended September 30, 2023,~~6.3%, primarily driven by higher compensation expenses across all expense activity categories. The increase reflects higher incentive compensation, wages and salaries and severance costs. The increase was also driven by higher non-compensation expenses across the ~~cost of revenues,~~ G&A, ~~and~~ selling and marketing and R&D expense activity categories, partially offset by lower ~~compensation~~non-compensation expenses in the ~~R&D~~cost of revenues expense activity category. The increase ~~reflects~~in non-compensation expenses is primarily due to higher ~~incentive compensation~~professional fees and ~~wages and salaries.~~information technology costs. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased ~~4.7%.~~

Analytics operating revenues increased 5.8% for the nine months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 6.2%.

Analytics segment Adjusted EBITDA expenses increased 3.5% for the nine months ended September 30, 2023, primarily driven by higher compensation expenses across the cost of revenues, selling and marketing and G&A expense activity categories, partially offset by lower compensation expenses in the R&D expense activity category. The increase reflects higher incentive compensation and wages and salaries. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 3.8%4.8%.

ESG and Climate Segment

The following table presents the results for the ESG and Climate segment for the periods indicated:


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																												Three Months Ended March 31,												% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023				2022				% Change
Operating revenues:	Operating revenues:
Operating revenues:
Operating revenues:
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	71,744		$	56,353		27.3	%		$	207,523			$	160,962			28.9	%			$	76,418			$		$	65,732			16.3			16.3		%
Non-recurring	Non-recurring		1,294			1,242			4.2	%		3,792				3,790				0.1	%	Non-recurring				1,466			1,326				1,326			10.6				10.6		%
Operating revenues total	Operating revenues total		73,038			57,595			26.8	%		211,315				164,752				28.3	%	Operating revenues total				77,884			67,058				67,058			16.1				16.1		%

Adjusted EBITDA expenses	Adjusted EBITDA expenses		47,598			41,685			14.2	%		145,201				122,418				18.6	%
Adjusted EBITDA expenses
Adjusted EBITDA expenses																										56,793						49,182						15.5		%
Adjusted EBITDA	Adjusted EBITDA		$	25,440		$	15,910		59.9	%		$	66,114			$	42,334			56.2	%	Adjusted EBITDA				$	21,091		$			$	17,876		18.0				18.0		%

Adjusted EBITDA margin %	Adjusted EBITDA margin %		34.8		%	27.6		%				31.3		%		25.7		%
Adjusted EBITDA margin %
Adjusted EBITDA margin %

ESG and Climate operating revenues increased ~~26.8% for the three months ended September 30, 2023,~~16.1%, primarily driven by ~~strong~~ growth from recurring subscriptions related to Ratings, Climate and Screening products. Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased ~~20.3%~~11.0%.

ESG and Climate segment Adjusted EBITDA expenses increased ~~14.2% for the three months ended September 30, 2023,~~15.5%, primarily driven by higher compensation expenses across ~~all~~cost of revenues, R&D and G&A expense activity ~~categories.~~categories, partially offset by lower compensation expense in the selling and marketing expense activity category. The increase reflects higher incentive compensation, wages and

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salaries, and ~~incentive compensation.~~benefits costs, primarily driven by the acquisition of Trove. The increase was partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate segment Adjusted EBITDA expenses would have increased ~~12.1%.~~

ESG and Climate operating revenues increased 28.3% for the nine months ended September 30, 2023, primarily driven by strong growth from recurring subscriptions related to Ratings, Climate and Screening products. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 28.8%.

ESG and Climate segment Adjusted EBITDA expenses increased 18.6% for the nine months ended September 30, 2023, primarily driven by higher compensation and non-compensation expenses across all expense activity categories. The increase reflects higher wages and salaries, incentive compensation, benefits and information technology costs. The increase was partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate segment Adjusted EBITDA expenses would have increased 19.5%6.9%.

All Other – Private Assets Segment

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


			Three Months Ended September 30,						% Change			Nine Months Ended September 30,								% Change
		Three Months Ended March 31,																												Three Months Ended March 31,												% Change
(in thousands)	(in thousands)		2023			2022					% Change				2023				2022				% Change
Operating revenues:	Operating revenues:
Operating revenues:
Operating revenues:
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	35,531		$	35,581		(0.1	%)		$	111,292			$	106,276			4.7	%			$	63,134			$		$	38,334			64.7			64.7		%
Non-recurring	Non-recurring		480			308			55.8	%		1,168				1,018				14.7	%	Non-recurring				1,109			374				374			196.5				196.5		%
Operating revenues total	Operating revenues total		36,011			35,889			0.3	%		112,460				107,294				4.8	%	Operating revenues total				64,243			38,708				38,708			66.0				66.0		%

Adjusted EBITDA expenses	Adjusted EBITDA expenses		24,615			24,439			0.7	%		76,384				77,475				(1.4	%)
Adjusted EBITDA expenses
Adjusted EBITDA expenses																										51,733						26,317						96.6		%
Adjusted EBITDA	Adjusted EBITDA		$	11,396		$	11,450		(0.5	%)		$	36,076			$	29,819			21.0	%	Adjusted EBITDA				$	12,510		$			$	12,391		1.0				1.0		%

Adjusted EBITDA margin %	Adjusted EBITDA margin %		31.6		%	31.9		%				32.1		%		27.8		%
Adjusted EBITDA margin %
Adjusted EBITDA margin %

All Other – Private Assets operating revenues increased ~~0.3% for the three months ended September 30, 2023,~~66.0%, primarily driven by revenues attributable to the acquisition of Burgiss as well as growth ~~from~~in recurring subscriptions related to Index Intel ~~Property Intel~~products and ~~Climate Insights products, as well as~~ favorable foreign currency exchange rate

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fluctuations, partially offset by a ~~one-time revenue catch-up~~decrease in ~~the prior period.~~recurring subscriptions related to our Property Intel product. Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have ~~decreased 1.3%~~increased 2.6%.

All Other – Private Assets segment Adjusted EBITDA expenses ~~were relatively flat~~increased 96.6%, reflecting higher compensation and non-compensation expenses across all expense activity categories, ~~for~~primarily driven by the ~~three months ended September 30, 2023.~~step acquisition of Burgiss. The increase reflects higher wages and salaries, incentive compensation, benefits and information technology costs, partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other - Private Assets segment Adjusted EBITDA expenses would have decreased ~~1.1%~~3.7%.

All Other – Private Assets operating revenues increased 4.8% for the nine months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to Index Intel, Property Intel and Climate Insights products, partially offset by a one-time revenue catch-up in the prior period and unfavorable foreign currency exchange rate fluctuations. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 6.2%.

All Other – Private Assets segment Adjusted EBITDA expenses decreased 1.4% for the nine months ended September 30, 2023, primarily driven by lower compensation expenses across the cost of revenues and G&A expense activity categories, partially offset by higher compensation expenses in the R&D expense activity category. The decrease reflects higher capitalization of expenses related to internally developed software projects and lower incentive compensation and wages and salaries. Non-compensation expenses increased, mainly driven by higher expenses in the R&D expense activity category, partially offset by lower expenses in the G&A expense activity category. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets segment Adjusted EBITDA expenses would have decreased 0.1%.

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Operating Metrics

Run Rate

“Run Rate” estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract with respect to which we have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such notice is not effective until a later date.

Changes in our recurring revenues typically lag changes in Run Rate. The actual amount of recurring revenues we will realize over the following 12 months will differ from Run Rate for numerous reasons, including:

•fluctuations in revenues associated with new recurring sales;

•modifications, cancellations and non-renewals of existing Client Contracts, subject to specified notice requirements;

•differences between the recurring license start date and the date the Client Contract is executed due to, for example, contracts with onboarding periods or fee waiver periods;

•fluctuations in asset-based fees, which may result from changes in certain investment products’ total expense ratios, market movements, including foreign currency exchange rates, or from investment inflows into and outflows from investment products linked to our indexes;

•fluctuations in fees based on trading volumes of futures and options contracts linked to our indexes;

•price changes or discounts;

•revenue recognition differences under U.S. GAAP, including those related to the timing of implementation and report deliveries for certain of our products and services;

•fluctuations in the number of hedge funds for which we provide investment information and risk analysis to hedge fund investors;

•fluctuations in foreign currency exchange rates; and

•the impact of acquisitions and divestitures.

3634

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The following table presents Run Rates by reportable segment as of the dates indicated and the growth percentages over the periods indicated:


			As of				% Change
		As of																	As of											% Change
(in thousands)	(in thousands)		September 30, 2023		September 30, 2022				% Change
Index:	Index:
Index:
Index:
Recurring subscriptions
Recurring subscriptions
Recurring subscriptions	Recurring subscriptions		$	835,334	$	750,818	11.3	%		$	869,931			$		$	795,621			9.3				9.3		%
Asset-based fees	Asset-based fees		545,548		479,399		13.8	%	Asset-based fees			619,431			534,491				534,491				15.9				15.9		%
Index total	Index total		1,380,882		1,230,217		12.2	%	Index total			1,489,362			1,330,112				1,330,112				12.0				12.0		%

Analytics	Analytics		639,462		597,752		7.0	%

Analytics

Analytics												662,079						621,611							6.5		%

ESG and Climate
ESG and Climate
ESG and Climate	ESG and Climate		297,297		237,930		25.0	%		320,611				278,947			278,947				14.9				14.9		%

All Other - Private Assets	All Other - Private Assets		150,749		137,401		9.7	%
All Other - Private Assets
All Other - Private Assets												254,432						148,440							71.4		%

Total Run Rate	Total Run Rate		$	2,468,390	$	2,203,300	12.0	%
Total Run Rate
Total Run Rate												$	2,726,484					$	2,379,110						14.6		%

Recurring subscriptions total

Recurring subscriptions total

Recurring subscriptions total	Recurring subscriptions total		$	1,922,842	$	1,723,901	11.5	%		$	2,107,053			$		$	1,844,619			14.2				14.2		%
Asset-based fees	Asset-based fees		545,548		479,399		13.8	%	Asset-based fees			619,431			534,491				534,491				15.9				15.9		%
Total Run Rate	Total Run Rate		$	2,468,390	$	2,203,300	12.0	%	Total Run Rate			$	2,726,484		$			$	2,379,110			14.6				14.6		%

Total Run Rate increased ~~12.0%~~14.6%, driven by ~~an 11.5%~~a 14.2% increase from recurring subscriptions and a ~~13.8%~~15.9% increase from asset-based fees. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, recurring subscriptions Run Rate would have increased ~~10.7%~~8.7%.

Run Rate from Index recurring subscriptions increased ~~11.3%~~9.3%, primarily driven by growth from market cap-weighted ~~products~~ and custom Index products and special packages. The increase reflected growth across all ~~regions and client segments.~~regions.

Run Rate from Index asset-based fees increased ~~13.8%~~15.9%, primarily driven by higher AUM in ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.

Run Rate from Analytics products increased ~~7.0%~~6.5%, ~~primarily~~ driven by growth in both Multi-Asset Class and Equity Analytics products, and reflected growth across all ~~regions.~~regions and client segments. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics Run Rate would have increased ~~6.2%~~7.0%.

Run Rate from ESG and Climate products increased ~~25.0%~~14.9%, driven by strong growth in Ratings, Climate and Screening ~~products.~~products with contributions across all all regions and client segments. Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate Run Rate would have increased ~~21.9%~~13.3%.

Run Rate from All Other - Private Assets increased ~~9.7%~~71.4%, and included $101.0 million associated with Burgiss. Excluding the impact of the step acquisition of Burgiss, the growth was primarily driven by ~~growth in~~ Index Intel, RCA and Performance Insights products, ~~and~~partially offset by a decline in our Property Intel product. This increase reflected growth across all regions. Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other - Private Assets Run Rate would have increased ~~7.5%~~3.5%.

Sales

Sales represents the annualized value of products and services clients commit to purchase from MSCI and will result in additional operating revenues. Non-recurring sales represent the actual value of the customer agreements entered into during the period and are not a component of Run Rate. New recurring subscription sales represent additional selling activities, such as new customer agreements, additions to existing agreements or increases in price that occurred during the period and are additions to Run Rate. Subscription cancellations reflect client activities during the period, such as discontinuing products and services and/or

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reductions in price, resulting in reductions to Run Rate. Net new recurring subscription sales represent the amount of new recurring subscription sales net of subscription cancellations during the period, which reflects the net impact to Run Rate during the period.

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Total gross sales represent the sum of new recurring subscription sales and non-recurring sales. Total net sales represent the total gross sales net of the impact from subscription cancellations.

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


			Three Months Ended				% Change			Nine Months Ended						% Change
		Three Months Ended																								Three Months Ended											% Change
(in thousands)	(in thousands)		September 30, 2023		September 30, 2022				% Change			September 30, 2023			September 30, 2022				% Change
New recurring subscription sales	New recurring subscription sales
New recurring subscription sales
New recurring subscription sales
Index
Index
Index	Index		$	23,978	$	24,130	(0.6	%)		$	80,156		$	74,493		7.6	%			$	23,513			$		$	25,090			(6.3			(6.3		%)
Analytics	Analytics		18,787		17,568		6.9	%		50,751			50,391			0.7	%	Analytics				14,088			13,674				13,674			3.0				3.0	%
ESG and Climate	ESG and Climate		12,124		14,270		(15.0	%)		38,497			55,617			(30.8	%)	ESG and Climate				11,471			12,486				12,486			(8.1				(8.1	%)
All Other - Private Assets	All Other - Private Assets		4,788		5,218		(8.2	%)		14,746			16,490			(10.6	%)	All Other - Private Assets				8,264			5,143				5,143			60.7				60.7	%
New recurring subscription sales total	New recurring subscription sales total		59,677		61,186		(2.5	%)		184,150			196,991			(6.5	%)	New recurring subscription sales total				57,336			56,393				56,393			1.7				1.7	%

Subscription cancellations	Subscription cancellations

Subscription cancellations

Subscription cancellations
Index
Index
Index	Index		(7,402)		(5,388)		37.4	%		(22,617)			(18,468)			22.5	%			(14,702)				(7,082)			(7,082)				107.6			107.6		%
Analytics	Analytics		(7,543)		(6,029)		25.1	%		(24,094)			(22,523)			7.0	%	Analytics				(10,794)			(9,183)				(9,183)			17.5				17.5	%
ESG and Climate	ESG and Climate		(2,639)		(1,303)		102.5	%		(7,331)			(3,315)			121.1	%	ESG and Climate				(7,351)			(2,635)				(2,635)			179.0				179.0	%
All Other - Private Assets	All Other - Private Assets		(3,153)		(1,744)		80.8	%		(8,634)			(5,080)			70.0	%	All Other - Private Assets				(4,922)			(2,856)				(2,856)			72.3				72.3	%
Subscription cancellations total	Subscription cancellations total		(20,737)		(14,464)		43.4	%		(62,676)			(49,386)			26.9	%	Subscription cancellations total				(37,769)			(21,756)				(21,756)			73.6				73.6	%

Net new recurring subscription sales	Net new recurring subscription sales

Net new recurring subscription sales

Net new recurring subscription sales
Index
Index
Index	Index		16,576		18,742		(11.6	%)		57,539			56,025			2.7	%			8,811				18,008			18,008				(51.1			(51.1		%)

Analytics	Analytics		11,244		11,539		(2.6	%)		26,657			27,868			(4.3	%)
Analytics
Analytics																						3,294						4,491						(26.7		%)

ESG and Climate
ESG and Climate
ESG and Climate	ESG and Climate		9,485		12,967		(26.9	%)		31,166			52,302			(40.4	%)			4,120				9,851			9,851				(58.2			(58.2		%)

All Other - Private Assets	All Other - Private Assets		1,635		3,474		(52.9	%)		6,112			11,410			(46.4	%)
All Other - Private Assets
All Other - Private Assets																						3,342						2,287						46.1		%

Net new recurring subscription sales total
Net new recurring subscription sales total
Net new recurring subscription sales total	Net new recurring subscription sales total		38,940		46,722		(16.7	%)		121,474			147,605			(17.7	%)			19,567				34,637			34,637				(43.5			(43.5		%)

Non-recurring sales	Non-recurring sales

Non-recurring sales

Non-recurring sales
Index
Index
Index	Index		14,679		13,375		9.7	%		54,365			41,357			31.5	%			12,811				12,782			12,782				0.2			0.2		%
Analytics	Analytics		3,206		2,505		28.0	%		8,734			8,412			3.8	%	Analytics				2,462			1,370				1,370			79.7				79.7	%
ESG and Climate	ESG and Climate		1,532		1,375		11.4	%		4,066			3,553			14.4	%	ESG and Climate				1,672			1,219				1,219			37.2				37.2	%
All Other - Private Assets	All Other - Private Assets		262		83		215.7	%		1,069			690			54.9	%	All Other - Private Assets				1,089			213				213			411.3				411.3	%
Non-recurring sales total	Non-recurring sales total		19,679		17,338		13.5	%		68,234			54,012			26.3	%	Non-recurring sales total				18,034			15,584				15,584			15.7				15.7	%

Gross sales	Gross sales

Gross sales

Gross sales
Index
Index
Index	Index		$	38,657	$	37,505	3.1	%		$	134,521		$	115,850		16.1	%			$	36,324			$		$	37,872			(4.1			(4.1		%)

Analytics	Analytics		21,993		20,073		9.6	%		59,485			58,803			1.2	%
Analytics
Analytics																						16,550						15,044						10.0		%

ESG and Climate
ESG and Climate
ESG and Climate	ESG and Climate		13,656		15,645		(12.7	%)		42,563			59,170			(28.1	%)			13,143				13,705			13,705				(4.1			(4.1		%)

All Other - Private Assets	All Other - Private Assets		5,050		5,301		(4.7	%)		15,815			17,180			(7.9	%)
All Other - Private Assets
All Other - Private Assets																						9,353						5,356						74.6		%

Total gross sales
Total gross sales
Total gross sales	Total gross sales		$	79,356	$	78,524	1.1	%		$	252,384		$	251,003		0.6	%			$	75,370			$		$	71,977			4.7			4.7		%

Net sales	Net sales

Net sales

Net sales
Index
Index
Index	Index		$	31,255	$	32,117	(2.7	%)		$	111,904		$	97,382		14.9	%			$	21,622			$		$	30,790			(29.8			(29.8		%)

Analytics	Analytics		14,450		14,044		2.9	%		35,391			36,280			(2.5	%)
Analytics
Analytics																						5,756						5,861						(1.8		%)

ESG and Climate
ESG and Climate
ESG and Climate	ESG and Climate		11,017		14,342		(23.2	%)		35,232			55,855			(36.9	%)			5,792				11,070			11,070				(47.7			(47.7		%)

All Other - Private Assets	All Other - Private Assets		1,897		3,557		(46.7	%)		7,181			12,100			(40.7	%)
All Other - Private Assets
All Other - Private Assets																						4,431						2,500						77.2		%

Total net sales	Total net sales		$	58,619	$	64,060	(8.5	%)		$	189,708		$	201,617		(5.9	%)
Total net sales
Total net sales																						$	37,601					$	50,221					(25.1		%)

A significant portion of ~~MSCI's~~MSCI’s operating revenues are derived from subscriptions or licenses of products and services, which are provided over contractually-agreed periods of time that are subject to renewal or cancellation at the end of current contract terms.

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Retention Rate

The following table presents our Retention Rate by reportable segment for the periods indicated:

Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
Index 96.2% 96.9% 96.1% 96.5%
Analytics 95.1% 95.9% 94.8% 94.9%
ESG and Climate 96.0% 97.4% 96.3% 97.8%
All Other - Private Assets 91.3% 94.8% 92.1% 95.0%
Total 95.4% 96.4% 95.4% 95.9%


	Three Months Ended March 31,
	2024	2023
Index	93.2%	96.4%
Analytics(1)	93.5%	94.0%
ESG and Climate(1)	90.8%	96.1%
All Other - Private Assets(1)	92.2%	92.1%

Total(1)	92.8%	95.2%

___________________________

(1)Retention rate for Analytics excluding the impact of the acquisition of Fabric was 93.5% for the three months ended March 31, 2024. Retention rate for ESG and Climate excluding the impact of the acquisition of Trove was 90.7% for the three months ended March 31, 2024. Retention rate for All Other – Private Assets excluding the impact of the step acquisition of Burgiss was 89.9% for the three months and year ended March 31, 2024. Total retention rate excluding the impact of the acquisitions of Fabric, Trove and Burgiss was 92.6%.

Retention Rate is an important metric because subscription cancellations decrease our Run Rate and ultimately our future operating revenues over time. The annual Retention Rate represents the retained subscription Run Rate (subscription Run Rate at the beginning of the fiscal year less actual cancels during the year) as a percentage of the subscription Run Rate at the beginning of the fiscal year.

The Retention Rate for a non-annual period is calculated by annualizing the cancellations for which we have received a notice of termination or for which we believe there is an intention not to renew or discontinue the subscription during the non-annual period, and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the fiscal year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the period.

Retention Rate is computed by operating segment on a product/service-by-product/service basis. In general, if a client reduces the number of products or services to which it subscribes within a segment, or switches between products or services within a segment, we treat it as a cancellation for purposes of calculating our Retention Rate except in the case of a product or service switch that management considers to be a replacement product or service. In those replacement cases, only the net change to the client subscription, if a decrease, is reported as a cancel. In the Analytics and the ESG and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances. In addition, we treat any reduction in fees resulting from a down-sell of the same product or service as a cancellation to the extent of the reduction. We do not calculate Retention Rate for that portion of our Run Rate attributable to assets in index-linked investment products or futures and options contracts, in each case, linked to our indexes.

Retention Rate is generally higher during the first three quarters and lower in the fourth quarter, as the fourth quarter is traditionally the largest renewal period in the year.

Critical Accounting Policies and Estimates

We describe our significant accounting policies in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included in our Form 10-K. There have been no significant changes in our accounting policies since the end of the fiscal year ended December 31, ~~2022~~2023 or critical accounting estimates applied in the fiscal year ended December 31, ~~2022.~~2023.

Liquidity and Capital Resources

We require capital to fund ongoing operations, internal growth initiatives and acquisitions. Our primary sources of liquidity are cash flows generated from our operations, existing cash and cash equivalents and credit capacity under our existing credit facility. In addition, we believe we have access to additional funding in the public and private markets. We intend to use these sources of liquidity to, among other things, service our existing and future debt obligations, fund our working capital requirements for capital expenditures, investments, acquisitions and dividend payments, and make repurchases of our common stock. In connection with our

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business strategy, we regularly evaluate acquisition and strategic partnership ~~opportunities, including our acquisition of Burgiss on October 2, 2023. The Company used available cash to fund the acquisition of the remaining interest in Burgiss.~~opportunities. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.

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Senior Notes and Credit Agreement

As of ~~September 30, 2023,~~March 31, 2024, we had an aggregate of $4,200.0 million in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of ~~September 30, 2023: (i)~~March 31, 2024 an aggregate of ~~$341.3~~$336.9 million in ~~Tranche A Term Loans~~ outstanding ~~under the TLA Facility and (ii) $500 million of undrawn borrowing capacity~~borrowings under the revolving credit facility. See Note ~~7, “Commitments and Contingencies,~~8, “Debt,” of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and revolving credit facility.

On January 26, 2024, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Prior Credit Agreement. The Credit Agreement makes available an aggregate of $1,250.0 million of revolving loan commitments under the Revolving Credit Facility, which may be drawn until January 26, 2029. The Revolving Credit Facility under the Credit Agreement was drawn at closing in an amount sufficient to prepay all term loans outstanding under the TLA Facility under the Prior Credit Agreement. The obligations under the Credit Agreement are general unsecured obligations of the Company.

The Senior Notes and the Prior Credit Agreement ~~are~~were previously fully and unconditionally, and jointly and severally, guaranteed by our direct or indirect wholly owned domestic subsidiaries that account for more than 5% of our and our subsidiaries’ consolidated assets, other than certain excluded subsidiaries (the “subsidiary guarantors”). ~~Amounts due under~~Upon the closing of the Credit Agreement ~~are our and~~on January 26, 2024, the subsidiary guarantors’ ~~senior unsecured obligations~~were released from their guarantees under the Prior Credit Agreement and ~~rank equally with~~ the Senior Notes and any of our other unsecured, unsubordinated debt, senior to any of our subordinated debt and effectively subordinated to our secured debt to the extent of the assets securing such debt.

~~The~~ indentures governing our Senior Notes (the “Indentures”).

The Indentures among us ~~each of the subsidiary guarantors,~~ and Computershare, National Association, as trustee and successor to Wells Fargo Bank, National Association, contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our ~~assets. In addition,~~assets, and that limit the ~~Indentures restrict~~ability of our ~~non-guarantor subsidiaries’ ability~~subsidiaries to ~~create, assume,~~ incur ~~or guarantee additional indebtedness without such non-guarantor subsidiaries guaranteeing the Senior Notes on a~~ ~~pari passu~~ ~~basis.~~certain indebtedness. The Credit Agreement ~~governing the TLA Facility and the revolving credit facility~~ also contains covenants that limit our and our subsidiaries’ ability to, among other things, incur ~~additional indebtedness, incur~~ liens, ~~pay dividends or make other distributions in respect of capital stock or engage in certain types of stock repurchases, redemptions and other restricted payments,~~ enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our ~~assets.~~assets, and that limit the ability of our subsidiaries to incur certain indebtedness.

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

The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for ~~two~~four fiscal quarters following a material acquisition) and (2) the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00. As of ~~September 30, 2023,~~March 31, 2024, our Consolidated Leverage Ratio was ~~2.77:~~2.56:1.00 and our Consolidated Interest Coverage Ratio was ~~8.46:~~9.16:1.00.

Our non-guarantor subsidiaries under the Senior Notes and the Credit Agreement consist of: (i) domestic subsidiaries of the Company that account for 5% or less of consolidated assets of the Company and its subsidiaries and (ii) any foreign or domestic subsidiary of the Company that is deemed to be a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended. Our non-guarantor subsidiaries accounted for approximately $1,498.8 million, or 62.1%, of our total revenue for the trailing 12 months ended September 30, 2023, approximately $656.6 million, or 49.6%, of our consolidated operating income for the trailing 12 months ended September 30, 2023, and approximately $853.5 million, or 17.5%, of our consolidated total assets (excluding intercompany assets) and $848.9 million, or 14.4%, of our consolidated total liabilities, in each case as of September 30, 2023.

Share Repurchases

~~The following table provides information with respect to~~We made no repurchases of the Company’s common stock pursuant to open market ~~repurchases:~~

Nine months ended
(in thousands except per share data)
Average
Price
Paid Per
Share Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
September 30, 2023 $ 468.26 980 $ 458,721
September 30, 2022 $ 473.26 2,567 $ 1,214,695

~~___________________________~~

~~(1) As of January 1, 2023,~~repurchases during the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The values in this column exclude the 1% excise tax incurred on share repurchases. 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)

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three months ended March 31, 2024 or 2023.

As of ~~September 30, 2023,~~March 31, 2024, there was $845.7 million of available authorization remaining under the 2022 Repurchase Program. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

Cash Dividends

On ~~October 30, 2023,~~April 22, 2024, the Board of Directors declared a quarterly cash dividend of ~~$1.38~~$1.60 per share for the three months ending ~~December 31, 2023.~~June 30, 2024. The ~~fourth~~second quarter ~~2023~~2024 dividend is payable on ~~November 30, 2023~~May 31, 2024 to shareholders of record as of the close of trading on ~~November 9, 2023.~~May 17, 2024.

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Cash Flows

The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated:

As of

(in thousands)

September 30,
2023

December 31,
2022

(in thousands)

March 31,
2024

December 31,
2023

Cash and cash equivalents (includes restricted cash of $3,839 and

$368 at September 30, 2023 and December 31, 2022, respectively)

928,552

993,564

Cash and cash equivalents (includes restricted cash of $3,842 and

$3,878 at March 31, 2024 and December 31, 2023, respectively)

We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022, $181.8~~2023, $209.8 million and ~~$344.5~~$285.2 million, respectively, of the Company’s cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions. We believe the global cash and cash equivalent balances that are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products.

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

Net Cash Provided by (Used In) Operating, Investing and Financing Activities


			Nine Months Ended September 30,
		Three Months Ended March 31,								Three Months Ended March 31,
(in thousands)	(in thousands)		2023		2022		(in thousands)	2024	2023
Net cash provided by operating activities	Net cash provided by operating activities		$	847,076	$	779,942
Net cash (used in) investing activities	Net cash (used in) investing activities		(69,411)		(52,413)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities		(842,364)		(1,252,827)
Effect of exchange rate changes	Effect of exchange rate changes		(313)		(29,039)
Net (decrease) increase in cash, cash equivalents and restricted cash	Net (decrease) increase in cash, cash equivalents and restricted cash		$	(65,012)	$	(554,337)

Cash Flows From Operating Activities

~~Cash~~Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities. The year-over-year change was primarily driven by ~~higher~~ cash collections from customers, partially offset by higher ~~income tax payments.~~payments for cash expenses.

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

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Cash Flows From Investing Activities

The year-over-year change was primarily driven by higher ~~capital expenditures and~~ capitalized software development ~~costs.~~costs and the acquisition of Fabric.

Cash Flows From Financing Activities

The year-over-year change was primarily driven by ~~lower~~the impact of higher dividend payments and higher share repurchases ~~partially offset by the absence~~on vested share-based awards.

Table of ~~proceeds from borrowings and by higher dividend payments..~~Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

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

We generally invoice our clients in U.S. dollars; however, we invoice a portion of our clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, 16.8% and ~~2022, 17.0% and 15.8%~~17.2%, respectively, of our revenues ~~are~~were subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities. Of the ~~17.0%~~16.8% of non-U.S. dollar exposure for the ~~nine~~three months ended ~~September 30, 2023, 41.7%~~March 31, 2024, 41.3% was in Euros, ~~32.5%~~33.3% was in British pounds sterling and ~~17.6%~~17.3% was in Japanese yen. Of the ~~15.8%~~17.2% of non-U.S. dollar exposure for the ~~nine~~three months ended ~~September 30, 2022, 40.8%~~March 31, 2023, 41.2% was in Euros, ~~30.2%~~31.3% was in British pounds sterling and ~~19.2%~~18.2% was in Japanese yen.

Revenues from asset-based fees represented ~~22.4%~~22.1% and ~~24.1%~~22.5% of operating revenues for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. While a substantial portion of our asset-based fees are invoiced in U.S. dollars, the fees are based on the assets in investment products, of which approximately three-fifths are invested in securities denominated in currencies other than the U.S. dollar. Accordingly, declines in such other currencies against the U.S. dollar will decrease the fees payable to us under such licenses. In addition, declines in such currencies against the U.S. dollar could impact the attractiveness of such investment products resulting in net fund outflows, which would further reduce the fees payable under such licenses.

We are exposed to additional foreign currency risk in certain of our operating costs. Approximately ~~43.4%~~41.3% and ~~42.9%~~43.5% of our operating expenses for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints, Mexican pesos and Swiss francs.

We have certain monetary assets and liabilities denominated in currencies other than local functional amounts, and when these balances are remeasured into their local functional currency, either a gain or a loss results from the change of the value of the functional currency as compared to the originating currencies. We manage foreign currency exchange rate risk, in part, through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the impact on the income statement of the volatility of amounts denominated in certain foreign currencies. We recognized total foreign currency exchange losses of ~~$2.9~~$1.0 million and ~~gains of $2.7~~$2.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as of ~~September 30, 2023,~~the end of the period covered by this report, and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~September 30, 2023~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for fiscal year ended December 31, ~~2022.~~2023.

There have been no material changes to the risk factors and uncertainties known to the Company and disclosed in the Company’s Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, that, if they were to materialize or occur, would, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

There were no unregistered sales of equity securities during the three months ended ~~September 30, 2023.~~March 31, 2024.

The table below presents information with respect to purchases made by or on behalf of the Company of its shares of common stock during the three months ended ~~September 30, 2023.~~March 31, 2024.

Issuer Purchases of Equity Securities

Period
Total
Number of
Shares
Purchased(1)
Average Price
Paid
Per Share(2)
Total
Number of
Shares
Purchased
As Part of
Publicly
Announced
Plans
or Programs
Approximate
Dollar
Value of Shares
that May Yet
Be
Purchased
Under
the Plans or
Programs(3)
July 1, 2023 - July 31, 2023 39,178 $ 468.65 38,263 $ 845,668,000
August 1, 2023 - August 31, 2023 487 $ 544.39 — $ 845,668,000
September 1, 2023 - September 30, 2023 277 $ 535.25 — $ 845,668,000
Total 39,942 $ 470.04 38,263 $ 845,668,000


Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share(2)		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
January 1, 2024-January 31, 2024	—	$	—	—	$	845,668,000
February 1, 2024-February 29, 2024	119,652	$	584.00	—	$	845,668,000
March 1, 2024-March 31, 2024	276	$	551.68	—	$	845,668,000
Total	119,928	$	583.92	—	$	845,668,000

___________________________

(1)Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company.

(2)Excludes 1% excise tax incurred on share repurchases.

(3)See Note 9,10, “Shareholders’ Equity (Deficit),” of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding our stock repurchase program.

Item 5. Other Information

During the three months ended ~~September 30, 2023,~~March 31, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

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Item 6. Exhibits

EXHIBIT INDEX


	Exhibit Number	Description

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

	3.2	Amended and Restated Bylaws (filed as Exhibit ~~3.1~~3.2 to the Company’s Form 10-K (File No. 001-33812), filed with the SEC on February 9, 2024 and incorporated by reference herein)

	10.1	Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 001-33812), filed with the SEC on January ~~11, 2021~~29, 2024 and incorporated by reference herein)

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

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

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

*	101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	101.SCH	Inline XBRL Taxonomy Extension Schema Document

*	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

*	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

*	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

*	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

*	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________________

*Filed herewith.

**Furnished herewith.

4443

Table of Contents

SIGNATURES

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

Dated: ~~October 31, 2023~~April 23, 2024


			MSCI INC. (Registrant)

			By:			/s/ Andrew C. Wiechmann
						Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

4544


Nine months ended (in thousands, except per share data)	Average Price Paid Per Share		Total Number of Shares Repurchased	Dollar Value of Shares Repurchased(1)
September 30, 2023	$	468.26	980	$	458,721
September 30, 2022	$	473.26	2,567	$	1,214,695