Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2024

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(Address of Principal Executive Offices) (Zip Code)

(212) 804-3900

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 23, 2024, MSCI Inc. (the “Registrant”) released financial information with respect to its second quarter ended June 30, 2024. A copy of the press release containing this information is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

The Registrant’s press release contains certain non-GAAP financial measures. Definitions of each non-GAAP financial measure, additional information about why management believes such non-GAAP measures are meaningful and reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are also contained in Exhibit 99.1.

The information furnished under Item 2.02 of this Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
Exhibit 99.1			Press Release of the Registrant, dated July 23, 2024, containing financial information for the second quarter ended June 30, 2024.
Exhibit 104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURE

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 hereunto duly authorized.


	MSCI Inc.


Date: July 23, 2024	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

MSCI Reports Financial Results for

Second Quarter and Six Months 2024

New York – July 23, 2024 – MSCI Inc. (“MSCI” or the “Company”) (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, today announced its financial results for the three months ended June 30, 2024 (“second quarter 2024”) and six months ended June 30, 2024 (“six months 2024”).

Financial and Operational Highlights for Second Quarter 2024

(Note: Unless otherwise noted, percentage and other changes are relative to the three months ended June 30, 2023 (“second quarter 2023”) and Run Rate percentage changes are relative to June 30, 2023).

•Operating revenues of $707.9 million, up 14.0%; Organic operating revenue growth of 9.7%

•Recurring subscription revenues up 14.4%; Asset-based fees up 18.2%

•Operating margin of 54.0%; Adjusted EBITDA margin of 60.7%

•Diluted EPS of $3.37, up 9.1%; Adjusted EPS of $3.64, up 11.7%

•Organic recurring subscription Run Rate growth of 8.6%; Retention Rate of 94.8%

•In second quarter 2024 and through July 19, 2024, a total of $289.9 million or 598,928 shares were repurchased at an average repurchase price of $484.01

•Approximately $126.6 million in dividends were paid to shareholders in second quarter 2024; Cash dividend of $1.60 per share declared by MSCI Board of Directors for third quarter 2024


	Three Months Ended								Six Months Ended
	June 30,			June 30,					June 30,			June 30,
In thousands, except per share data (unaudited)	2024			2023			% Change		2024			2023			% Change
Operating revenues	$	707,949		$	621,157		14.0	%	$	1,387,914		$	1,213,375		14.4	%
Operating income	$	382,608		$	345,953		10.6	%	$	721,990		$	660,555		9.3	%
Operating margin %	54.0		%	55.7		%			52.0		%	54.4		%

Net income	$	266,758		$	246,825		8.1	%	$	522,712		$	485,553		7.7	%

Diluted EPS	$	3.37		$	3.09		9.1	%	$	6.59		$	6.05		8.9	%
Adjusted EPS	$	3.64		$	3.26		11.7	%	$	7.17		$	6.40		12.0	%

Adjusted EBITDA	$	429,955		$	377,306		14.0	%	$	813,528		$	722,035		12.7	%
Adjusted EBITDA margin %	60.7		%	60.7		%			58.6		%	59.5		%

“MSCI’s second quarter results demonstrate the strength of our all-weather franchise, our blue-chip client base, our wide range of solutions, and our relentless focus on execution. Highlights included another quarter of record AUM balances in financial products linked to MSCI indexes, ABF run rate growth of 16%, our best-ever Q2 of new recurring subscription sales, and a retention rate of almost 95%,” said Henry A. Fernandez, Chairman and CEO of MSCI.

“As we capture and commercialize the next evolution of global investing, MSCI is expanding our footprint among large and rapidly growing client segments while strengthening our position among more mature and traditional segments. Our recent announcements, including our game-changing ESG and sustainability partnership with Moody’s and our launch of the MSCI Private Capital Indexes, can help us accelerate this strategy,” Fernandez added.

Second Quarter Consolidated Results

Operating Revenues: Operating revenues were $707.9 million, up 14.0%. Organic operating revenue growth was 9.7%. The $86.8 million increase was the result of $65.8 million in higher recurring subscription revenues and $25.1 million in higher asset-based fees, partially offset by $4.1 million decrease in non-recurring revenues.

Run Rate and Retention Rate: Total Run Rate at June 30, 2024 was $2,807.3 million, up 14.6%. Recurring subscription Run Rate increased by $268.1 million, and asset-based fees Run Rate increased by $89.4 million. Organic recurring subscription Run Rate growth was 8.6%. Retention Rate in second quarter 2024 was 94.8%, compared to 95.5% in second quarter 2023.

Expenses: Total operating expenses were $325.3 million, up 18.2%, including $37.5 million of operating expenses associated with Private Capital Solutions (formerly known as The Burgiss Group, LLC), Carbon Markets (formerly known as Trove Research Ltd), Fabric RQ Inc. ("Fabric") and Foxberry Ltd (“Foxberry”).

Adjusted EBITDA expenses were $278.0 million, up 14.0%, primarily reflecting higher compensation and benefits costs related to higher headcount as a result of business growth and the recent acquisitions as well as increases in non-compensation costs, primarily reflecting higher information technology, professional fees and market data costs.

Adjusted EBITDA expense included $24.7 million of expenses associated with Private Capital Solutions, Carbon Markets, Fabric and Foxberry. Approximately $2.3 million in integration costs and $10.4 million of acquired intangible asset amortization expenses related to these acquisitions were excluded from Adjusted EBITDA expense.

Total operating expenses excluding the impact of foreign currency exchange rate fluctuations (“ex-FX”) and adjusted EBITDA expenses ex-FX increased 18.8% and 14.7%, respectively.

Operating Income: Operating income was $382.6 million, up 10.6%. Operating income margin in second quarter 2024 was 54.0%, compared to 55.7% in second quarter 2023.

Headcount: As of June 30, 2024, we had 6,059 employees, reflecting a 21.7% increase, which was primarily driven by our recent acquisitions. Approximately 31.5% and 68.5% of employees are located in developed market and emerging market locations, respectively.

Other Expense (Income), Net: Other expense (income), net was $42.6 million, up 9.8%, primarily driven by lower interest income reflecting lower average cash balances.

Income Taxes: The effective tax rate was 21.5% in the second quarter 2024 compared to 19.6% in second quarter 2023. The increase was primarily driven by higher statutory tax rates and unfavorable discrete items related to prior years.

Net Income: As a result of the factors described above, net income was $266.8 million, up 8.1%.

Adjusted EBITDA: Adjusted EBITDA was $430.0 million, up 14.0%. Adjusted EBITDA margin in second quarter 2024 was 60.7%, compared to 60.7% in second quarter 2023.

Index Segment:

Table 1A: Results (unaudited)


	Three Months Ended								Six Months Ended
	June 30,			June 30,					June 30,			June 30,
In thousands	2024			2023			% Change		2024			2023			% Change
Operating revenues:
Recurring subscriptions	$	217,032		$	200,714		8.1	%	$	429,984		$	397,392		8.2	%
Asset-based fees	163,281			138,162			18.2	%	313,540			271,288			15.6	%
Non-recurring	16,879			23,440			(28.0)	%	27,540			33,018			(16.6)	%
Total operating revenues	397,192			362,316			9.6	%	771,064			701,698			9.9	%

Adjusted EBITDA expenses	90,202			85,246			5.8	%	186,314			170,946			9.0	%
Adjusted EBITDA	$	306,990		$	277,070		10.8	%	$	584,750		$	530,752		10.2	%

Adjusted EBITDA margin %	77.3		%	76.5		%			75.8		%	75.6		%

Index operating revenues were $397.2 million, up 9.6% and included $0.18 million from the acquisition of Foxberry. The $34.9 million increase was driven by $25.1 million in higher asset-based fees and $16.3 million in higher recurring subscription revenues, partially offset by $6.6 million in lower non-recurring revenues. Organic operating revenue growth for Index was 9.8%.

The growth in recurring subscription revenues was primarily driven by growth from market-cap weighted indexes.

The growth in revenues attributed to asset-based fees were primarily driven by ETFs linked to MSCI equity indexes, primarily due to an increase in average AUM. The balance of the increase was driven by non-ETF indexed funds linked to MSCI indexes, driven by an increase in average AUM and average basis points fees and an increase in revenue from futures and options contracts linked to MSCI indexes.

Non-recurring revenues in second quarter 2024 were lower than second quarter 2023, as second quarter 2023 included one-time fees related to unlicensed usage of our content in historical periods.

Index Run Rate as of June 30, 2024, was $1.5 billion, up 11.8%. The $162.3 million increase was comprised of a $89.4 million increase in asset-based fees Run Rate and a $72.9 million increase in recurring subscription Run Rate. The increase in asset-based fees Run Rate primarily reflected higher

AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. The increase in recurring subscription Run Rate was primarily driven by growth from market cap-weighted and custom Index products and special packages. The increase reflected growth across all regions. Organic recurring subscription Run Rate growth for Index was 8.8%.

Analytics Segment:

Table 1B: Results (unaudited)


	Three Months Ended								Six Months Ended
	June 30,			June 30,					June 30,			June 30,
In thousands	2024			2023			% Change		2024			2023			% Change
Operating revenues:
Recurring subscriptions	$	162,128		$	147,504		9.9	%	$	322,679		$	292,007		10.5	%
Non-recurring	3,867			2,377			62.7	%	7,282			4,944			47.3	%
Total operating revenues	165,995			149,881			10.8	%	329,961			296,951			11.1	%

Adjusted EBITDA expenses	84,323			84,732			(0.5)	%	176,077			171,022			3.0	%
Adjusted EBITDA	$	81,672		$	65,149		25.4	%	$	153,884		$	125,929		22.2	%

Adjusted EBITDA margin %	49.2		%	43.5		%			46.6		%	42.4		%

Analytics operating revenues were $166.0 million, up 10.8%. The $16.1 million increase was primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products, which also benefited from subscription revenue related to client implementations. The increase in non-recurring revenues was driven by one-time sales related to both Multi-Asset Class and Equity products as well as a number of implementations which were completed in the quarter. Organic operating revenue growth for Analytics was 11.2%.

Analytics Run Rate as of June 30, 2024, was $674.6 million, up 6.9%. The increase of $43.4 million was primarily driven by growth in both Multi-Asset Class and Equity Analytics products, and reflected growth across all regions and client segments. Organic recurring subscription Run Rate growth for Analytics was 7.4%.

ESG and Climate Segment:

Table 1C: Results (unaudited)


	Three Months Ended								Six Months Ended
	June 30,			June 30,					June 30,			June 30,
In thousands	2024			2023			% Change		2024			2023			% Change
Operating revenues:
Recurring subscriptions	$	78,000		$	70,047		11.4	%	$	154,418		$	135,779		13.7	%
Non-recurring	1,855			1,172			58.3	%	3,321			2,498			32.9	%
Total operating revenues	79,855			71,219			12.1	%	157,739			138,277			14.1	%

Adjusted EBITDA expenses	55,925			48,421			15.5	%	112,718			97,603			15.5	%
Adjusted EBITDA	$	23,930		$	22,798		5.0	%	$	45,021		$	40,674		10.7	%

Adjusted EBITDA margin %	30.0		%	32.0		%			28.5		%	29.4		%

ESG and Climate operating revenues were $79.9 million, up 12.1%. The $8.6 million increase was primarily driven by growth from recurring subscriptions related to Climate, Screening and Ratings products. Organic operating revenue growth for ESG and Climate was 10.0%.

ESG and Climate Run Rate as of June 30, 2024, was $333.7 million, up 14.4%. The $41.9 million increase primarily reflects strong growth from Ratings, Climate and Screening products with contributions across all regions and client segments. Organic recurring subscription Run Rate growth for ESG and Climate was 13.4%.

All Other – Private Assets Segment:

Table 1D: Results (unaudited)


	Three Months Ended								Six Months Ended
	June 30,			June 30,					June 30,			June 30,
In thousands	2024			2023			% Change		2024			2023			% Change
Operating revenues:
Recurring subscriptions	$	64,309		$	37,427		71.8	%	$	127,443		$	75,761		68.2	%
Non-recurring	598			314			90.4	%	1,707			688			148.1	%
Total operating revenues	64,907			37,741			72.0	%	129,150			76,449			68.9	%

Adjusted EBITDA expenses	47,544			25,452			86.8	%	99,277			51,769			91.8	%
Adjusted EBITDA	$	17,363		$	12,289		41.3	%	$	29,873		$	24,680		21.0	%

Adjusted EBITDA margin %	26.8		%	32.6		%			23.1		%	32.3		%

All Other – Private Assets operating revenues, which reflect the Real Assets and Private Capital Solutions operating segments, were $64.9 million, up 72.0% The growth in revenue is primarily driven by $26.8 million of revenues from Private Capital Solutions and recurring subscriptions related to

Performance Insights products. Organic operating revenue growth for All Other – Private Assets was 1.3%.

All Other – Private Assets Run Rate, which reflects the Real Assets and Private Capital Solutions operating segments, was $260.6 million as of June 30, 2024, up 73.0%, and included $105.6 million from Private Capital Solutions. The remaining growth in the run rate was primarily driven by Index Intel and RCA products. Organic recurring subscription Run Rate growth for All Other – Private Assets was 3.0%.

Select Balance Sheet Items and Capital Allocation

Cash Balances and Outstanding Debt: Cash and cash equivalents was $451.4 million as of June 30, 2024, including $3.9 million of restricted cash. MSCI typically seeks to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes.

Total principal amounts of debt outstanding as of June 30, 2024, were $4.5 billion. The total debt to net income ratio (based on trailing twelve months net income) was 3.8x. The total debt to adjusted EBITDA ratio (based on trailing twelve months adjusted EBITDA) was 2.8x.

MSCI seeks to maintain total debt to adjusted EBITDA in a target range of 3.0x to 3.5x.

Capex and Cash Flow: Capex was $27.3 million, and net cash provided by operating activities increased by 19.7% to $349.2 million, primarily reflecting higher cash collections from clients, partially offset by higher operating expenses. Free cash flow for second quarter 2024 was up 21.3% to $321.9 million.

Share Count and Share Repurchases: Weighted average diluted shares outstanding were 79.2 million in second quarter 2024, down 0.8% year-over-year. Total share repurchases during the quarter were $241.5 million or 499,224 shares at an average repurchase price of $483.79. Total shares outstanding as of June 30, 2024 were 78.7 million. A total of approximately $0.6 billion remains on the outstanding share repurchase authorization as of July 19, 2024.

Dividends: Approximately $126.6 million in dividends were paid to shareholders in second quarter 2024. On July 22, 2024, the MSCI Board of Directors declared a cash dividend of $1.60 per share for third quarter 2024, payable on August 30, 2024, to shareholders of record as of the close of trading on August 16, 2024.

Full-Year 2024 Guidance

MSCI’s guidance for the year ending December 31, 2024 (“Full-Year 2024”) is based on assumptions about a number of factors, in particular related to macroeconomic factors and the capital markets. These assumptions are subject to uncertainty, and actual results for the year could differ materially from our current guidance, including as a result of the uncertainties, risks and assumptions discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K, as updated in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. See “Forward-Looking Statements” below.


Guidance Item	Current Guidance for Full-Year 2024	Prior Guidance for Full-Year 2024
Operating Expense	$1,305 to $1,345 million	$1,300 to $1,340 million
Adjusted EBITDA Expense	$1,130 to $1,160 million	$1,130 to $1,160 million
Interest Expense (including amortization of financing fees)(1)	$185 to $189 million	$185 to $189 million
Depreciation & Amortization Expense	$175 to $185 million	$170 to $180 million
Effective Tax Rate	18% to 21%	18% to 21%
Capital Expenditures	$95 to $105 million	$95 to $105 million
Net Cash Provided by Operating Activities	$1,330 to $1,380 million	$1,330 to $1,380 million
Free Cash Flow	$1,225 to $1,285 million	$1,225 to $1,285 million

(1) A portion of our annual interest expense is from our variable rate indebtedness under our Revolving Credit Facility, while the majority is from fixed rate senior unsecured notes. Changes to the secured overnight funding rate (“SOFR”) and indebtedness levels can cause our annual interest expense to vary.

Conference Call Information

MSCI’s senior management will review the second quarter 2024 results on Tuesday, July 23, 2024 at 11:00 AM Eastern Time. To listen to the live event via webcast, visit the events and presentations section of MSCI’s Investor Relations website, https://ir.msci.com/events-and-presentations, or via telephone, dial +1-800-715-9871 conference ID 8653237 within the United States. International callers may dial +1-646-307-1963 conference ID 8653237. The teleconference will also be webcast with an accompanying slide presentation that can be accessed through MSCI’s Investor Relations website.

-Ends-

About MSCI Inc.

MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 50 years of expertise in research, data and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process. To learn more, please visit www.msci.com. MSCI#IR

MSCI Inc. Contacts

Investor Inquiries

jeremy.ulan@msci.com

Jeremy Ulan +1 646 778 4184

jisoo.suh@msci.com

Jisoo Suh + 1 917 825 7111

Media Inquiries

PR@msci.com

Melanie Blanco +1 212 981 1049

Konstantinos Makrygiannis +44(0)7768 930056

Tina Tan + 852 2844 9320

Forward-Looking Statements

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, MSCI’s Full-Year 2024 guidance. These forward-looking statements relate to future events or to future financial performance and 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. 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 MSCI’s control and that could materially affect actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 9, 2024 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. 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 in this earnings release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. 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.

Website and Social Media Disclosure

MSCI uses its Investor Relations homepage and its Corporate Responsibility homepage as channels of distribution of company information. The information MSCI posts through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following MSCI’s press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about MSCI when you enroll your email address by visiting the “Email Alerts” section of MSCI’s Investor Relations homepage at http://ir.msci.com/email-alerts. The contents of MSCI’s website, including its quarterly updates, blog, podcasts and social media channels are not, however, incorporated by reference into this earnings release.

Notes Regarding the Use of Operating Metrics

MSCI has presented supplemental key operating metrics as part of this earnings release, including Retention Rate, Run Rate, subscription sales, subscription cancellations and non-recurring sales.

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 termination or non-renewal may not be 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.

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 when we (i) have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and (ii) have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such termination or non-renewal may not be effective until a later date.

“Organic recurring subscription Run Rate growth” is defined as the period over period Run Rate growth, excluding the impact of changes in foreign currency and the first year impact of any acquisitions. It is also adjusted for divestitures. Changes in foreign currency are calculated by applying the currency exchange rate from the comparable prior period to current period foreign currency denominated Run Rate.

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 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.

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.

Notes Regarding the Use of Non-GAAP Financial Measures

MSCI has presented supplemental non-GAAP financial measures as part of this earnings release. Reconciliations are provided in Tables 9 through 14 below that reconcile each non-GAAP financial measure with the most comparable GAAP measure. The non-GAAP financial measures presented in this earnings release should not be considered as alternative measures for the most directly comparable GAAP financial measures. The non-GAAP financial measures presented in this earnings release are used by management to monitor the financial performance of the business, inform business decision-making and forecast future results.

“Adjusted EBITDA” 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, certain acquisition-related integration and transaction costs.

“Adjusted EBITDA expenses” 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 net income” and “adjusted EPS” are defined as net income and diluted EPS, respectively, before the after-tax impact of: the amortization of acquired intangible assets, including the amortization of the basis difference between the cost of the equity method investment and MSCI’s share of the net assets of the investee at historical carrying value and, at times, certain other transactions or adjustments, including, when applicable, the impact related to certain acquisition-related integration and transaction costs, the impact related to write-off of deferred fees on debt extinguishment and the impact related to gain from changes in ownership interest of investees.

“Capex” is defined as capital expenditures plus capitalized software development costs.

“Free cash flow” is defined as net cash provided by operating activities, less Capex.

“Organic operating revenue growth” is defined as operating revenue growth compared to the prior year period excluding the impact of acquired businesses, divested businesses and foreign currency exchange rate fluctuations.

Asset-based fees ex-FX does not adjust for the impact from foreign currency exchange rate fluctuations on the underlying assets under management (“AUM”).

We believe adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA expenses are meaningful measures of the operating performance of MSCI 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 our ongoing operating performance in the period.

We believe adjusted net income and adjusted EPS are meaningful measures of the performance of MSCI because they adjust for the after-tax impact of significant one-time, unusual or non-recurring items as well as eliminate the impact of any transactions that do not directly affect what management considers to be our ongoing operating performance in the period. We also exclude the after-tax impact of the amortization of acquired intangible assets and amortization of the basis difference between the cost of the equity method investment and MSCI’s share of the net assets of the investee at historical carrying value, as these non-cash amounts are significantly impacted by the timing and size of each acquisition and therefore not meaningful to the ongoing operating performance in the period.

We believe that free cash flow is useful to investors because it relates the operating cash flow of MSCI to the capital that is spent to continue and improve business operations, such as investment in MSCI’s existing products. Further, free cash flow indicates our ability to strengthen MSCI’s balance sheet, repay our debt obligations, pay cash dividends and repurchase shares of our common stock.

We believe organic operating revenue growth is a meaningful measure of the operating performance of MSCI because it adjusts for the impact of foreign currency exchange rate fluctuations and excludes the impact of operating revenues attributable to acquired and divested businesses for the comparable prior year period, providing insight into our ongoing operating performance for the period(s) presented.

We believe that the non-GAAP financial measures presented in this earnings release facilitate meaningful period-to-period comparisons and provide a baseline for the evaluation of future results.

Adjusted EBITDA expenses, adjusted EBITDA margin, adjusted EBITDA, adjusted net income, adjusted EPS, Capex, free cash flow and organic operating revenue growth are not defined in the same manner by all companies and may not be comparable to similarly-titled non-GAAP financial measures of other companies. 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 these measures may not be comparable to similarly-titled measures computed by other companies.

Notes Regarding Adjusting for the Impact of Foreign Currency Exchange Rate Fluctuations

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.

Table 2: Condensed Consolidated Statements of Income (unaudited)


	Three Months Ended						Six Months Ended
	June 30,		June 30,		%		June 30,		June 30,		%
In thousands, except per share data	2024		2023		Change		2024		2023		Change
Operating revenues	$	707,949	$	621,157	14.0	%	$	1,387,914	$	1,213,375	14.4	%
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	128,109		110,066		16.4	%	256,623		218,713		17.3	%
Selling and marketing	71,454		67,988		5.1	%	143,622		134,463		6.8	%
Research and development	41,073		30,140		36.3	%	81,598		61,463		32.8	%
General and administrative	39,706		35,657		11.4	%	96,397		76,701		25.7	%
Amortization of intangible assets	40,773		26,154		55.9	%	79,377		50,821		56.2	%
Depreciation and amortization of property,
equipment and leasehold improvements	4,226		5,199		(18.7)	%	8,307		10,659		(22.1)	%
Total operating expenses(1)	325,341		275,204		18.2	%	665,924		552,820		20.5	%


Operating income	382,608		345,953		10.6	%	721,990		660,555		9.3	%


Interest income	(6,110)		(10,403)		(41.3)	%	(12,158)		(20,765)		(41.4)	%
Interest expense	46,633		46,617		—	%	93,307		92,823		0.5	%
Other expense (income)	2,091		2,581		(19.0)	%	4,954		4,967		(0.3)	%
Other expense (income), net	42,614		38,795		9.8	%	86,103		77,025		11.8	%


Income before provision for income taxes	339,994		307,158		10.7	%	635,887		583,530		9.0	%


Provision for income taxes	73,236		60,333		21.4	%	113,175		97,977		15.5	%
Net income	$	266,758	$	246,825	8.1	%	$	522,712	$	485,553	7.7	%



Earnings per basic common share	$	3.37	$	3.10	8.7	%	$	6.60	$	6.08	8.6	%


Earnings per diluted common share	$	3.37	$	3.09	9.1	%	$	6.59	$	6.05	8.9	%

Weighted average shares outstanding used
in computing earnings per share:

Basic	79,085		79,592		(0.6)	%	79,140		79,815		(0.8)	%
Diluted	79,245		79,905		(0.8)	%	79,377		80,193		(1.0)	%

n/m: not meaningful.

(1) Includes stock-based compensation expense of $19.3 million and $16.0 million for the three months ended June 30, 2024 and June 30, 2023, respectively. Includes stock-based compensation expense of $54.0 million and $37.6 million for the six months ended June 30, 2024 and June 30, 2023, respectively.

Table 3: Condensed Consolidated Balance Sheet (unaudited)


	As of
	June 30,		Dec. 31,
In thousands	2024		2023
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,883 and $3,878 at June 30, 2024 and December 31, 2023, respectively)	$	451,401	$	461,693
Accounts receivable (net of allowances of $4,476 and $3,968 at June 30, 2024 and December 31, 2023, respectively)	709,487		839,555
Other current assets	154,164		116,905
Total current assets	1,315,052		1,418,153
Property, equipment and leasehold improvements, net	63,974		55,920
Right of use assets	129,542		115,243
Goodwill	2,909,415		2,887,692
Intangible assets, net	949,166		956,234
Other non-current assets	89,684		84,977
Total assets	$	5,456,833	$	5,518,219


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	—	$	10,902
Deferred revenue	1,017,997		1,083,864
Other current liabilities	358,445		422,259
Total current liabilities	1,376,442		1,517,025
Long-term debt	4,508,730		4,496,826
Long-term operating lease liabilities	130,559		120,134
Other non-current liabilities	175,585		123,998
Total liabilities	6,191,316		6,257,983


Total shareholders’ equity (deficit)	(734,483)		(739,764)
Total liabilities and shareholders’ equity (deficit)	$	5,456,833	$	5,518,219

Table 4: Condensed Consolidated Statement of Cash Flow (unaudited)


	Three Months Ended						Six Months Ended
	June 30,		June 30,		%		June 30,		June 30,		%
In thousands	2024		2023		Change		2024		2023		Change
Cash flows from operating activities
Net income	$	266,758	$	246,825	8.1	%	$	522,712	$	485,553	7.7	%
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	40,773		26,154		55.9	%	79,377		50,821		56.2	%
Stock-based compensation expense	19,396		16,143		20.2	%	53,732		37,231		44.3	%
Depreciation and amortization of property, equipment and leasehold improvements	4,226		5,199		(18.7)	%	8,307		10,659		(22.1)	%
Amortization of right of use assets	6,024		5,804		3.8	%	11,837		11,586		2.2	%
Loss on extinguishment of debt	—		—		—	%	1,510		—		100.0	%
Other adjustment	51,915		(6,178)		n/m		42,037		(3,262)		n/m
Net changes in other operating assets and liabilities	(39,844)		(2,143)		n/m		(70,127)		(36,643)		(91.4)	%
Net cash provided by operating activities	349,248		291,804		19.7	%	649,385		555,945		16.8	%


Cash flows from investing activities
Capitalized software development costs	(18,707)		(17,312)		(8.1)	%	(38,673)		(32,663)		(18.4)	%
Capital expenditures	(8,618)		(9,153)		5.8	%	(12,889)		(15,378)		16.2	%
Cash paid for acquisitions, net of cash acquired	(19,647)		—		100.0	%	(27,467)		—		100.0	%
Other	(153)		(203)		24.6	%	(429)		(389)		(10.3)	%
Net cash used in investing activities	(47,125)		(26,668)		(64.1)	%	(79,458)		(48,430)		(64.1)	%


Cash flows from financing activities
Repurchase of common stock held in treasury	(241,718)		(441,457)		45.2	%	(311,709)		(485,417)		35.8	%
Payment of dividends	(126,918)		(110,115)		(15.3)	%	(258,223)		(222,260)		(16.2)	%
Repayment of borrowings	—		(2,187)		100.0	%	(339,063)		(4,375)		n/m
Proceeds from borrowings	—		—		—	%	336,875		—		100.0	%
Payment of debt issuance costs	—		—		—	%	(3,739)		—		100.0	%
Net cash used in financing activities	(368,636)		(553,759)		33.4	%	(575,859)		(712,052)		19.1	%


Effect of exchange rate changes	(1,401)		344		n/m		(4,360)		3,302		n/m

Net (decrease) increase in cash, cash equivalents and restricted cash	(67,914)		(288,279)		76.4	%	(10,292)		(201,235)		94.9	%
Cash, cash equivalents and restricted cash, beginning of period	519,315		1,080,608		(51.9)	%	461,693		993,564		(53.5)	%
Cash, cash equivalents and restricted cash, end of period	$	451,401	$	792,329	(43.0)	%	$	451,401	$	792,329	(43.0)	%

n/m: not meaningful.

Table 5: Operating Results by Segment and Revenue Type (unaudited)


Index	Three Months Ended								Six Months Ended
	June 30,			June 30,			%		June 30,			June 30,			%
In thousands	2024			2023			Change		2024			2023			Change
Operating revenues:
Recurring subscriptions	$	217,032		$	200,714		8.1	%	$	429,984		$	397,392		8.2	%
Asset-based fees	163,281			138,162			18.2	%	313,540			271,288			15.6	%
Non-recurring	16,879			23,440			(28.0)	%	27,540			33,018			(16.6)	%
Total operating revenues	397,192			362,316			9.6	%	771,064			701,698			9.9	%

Adjusted EBITDA expenses	90,202			85,246			5.8	%	186,314			170,946			9.0	%
Adjusted EBITDA	$	306,990		$	277,070		10.8	%	$	584,750		$	530,752		10.2	%

Adjusted EBITDA margin %	77.3		%	76.5		%			75.8		%	75.6		%

Analytics	Three Months Ended								Six Months Ended
	June 30,			June 30,			%		June 30,			June 30,			%
In thousands	2024			2023			Change		2024			2023			Change
Operating revenues:
Recurring subscriptions	$	162,128		$	147,504		9.9	%	$	322,679		$	292,007		10.5	%
Non-recurring	3,867			2,377			62.7	%	7,282			4,944			47.3	%
Total operating revenues	165,995			149,881			10.8	%	329,961			296,951			11.1	%

Adjusted EBITDA expenses	84,323			84,732			(0.5)	%	176,077			171,022			3.0	%
Adjusted EBITDA	$	81,672		$	65,149		25.4	%	$	153,884		$	125,929		22.2	%

Adjusted EBITDA margin %	49.2		%	43.5		%			46.6		%	42.4		%

ESG and Climate	Three Months Ended								Six Months Ended
	June 30,			June 30,			%		June 30,			June 30,			%
In thousands	2024			2023			Change		2024			2023			Change
Operating revenues:
Recurring subscriptions	$	78,000		$	70,047		11.4	%	$	154,418		$	135,779		13.7	%
Non-recurring	1,855			1,172			58.3	%	3,321			2,498			32.9	%
Total operating revenues	79,855			71,219			12.1	%	157,739			138,277			14.1	%

Adjusted EBITDA expenses	55,925			48,421			15.5	%	112,718			97,603			15.5	%
Adjusted EBITDA	$	23,930		$	22,798		5.0	%	$	45,021		$	40,674		10.7	%

Adjusted EBITDA margin %	30.0		%	32.0		%			28.5		%	29.4		%

All Other - Private Assets	Three Months Ended								Six Months Ended
	June 30,			June 30,			%		June 30,			June 30,			%
In thousands	2024			2023			Change		2024			2023			Change
Operating revenues:
Recurring subscriptions	$	64,309		$	37,427		71.8	%	$	127,443		$	75,761		68.2	%
Non-recurring	598			314			90.4	%	1,707			688			148.1	%
Total operating revenues	64,907			37,741			72.0	%	129,150			76,449			68.9	%

Adjusted EBITDA expenses	47,544			25,452			86.8	%	99,277			51,769			91.8	%
Adjusted EBITDA	$	17,363		$	12,289		41.3	%	$	29,873		$	24,680		21.0	%

Adjusted EBITDA margin %	26.8		%	32.6		%			23.1		%	32.3		%

Consolidated	Three Months Ended								Six Months Ended
	June 30,			June 30,			%		June 30,			June 30,			%
In thousands	2024			2023			Change		2024			2023			Change
Operating revenues:
Recurring subscriptions	$	521,469		$	455,692		14.4	%	$	1,034,524		$	900,939		14.8	%
Asset-based fees	163,281			138,162			18.2	%	313,540			271,288			15.6	%
Non-recurring	23,199			27,303			(15.0)	%	39,850			41,148			(3.2)	%
Operating revenues total	707,949			621,157			14.0	%	1,387,914			1,213,375			14.4	%

Adjusted EBITDA expenses	277,994			243,851			14.0	%	574,386			491,340			16.9	%
Adjusted EBITDA	$	429,955		$	377,306		14.0	%	$	813,528		$	722,035		12.7	%

Operating margin %	54.0		%	55.7		%			52.0		%	54.4		%
Adjusted EBITDA margin %	60.7		%	60.7		%			58.6		%	59.5		%

Table 6: Sales and Retention Rate by Segment (unaudited)(1)


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
In thousands	2024			2023			2024			2023
Index
New recurring subscription sales	$	31,297		$	31,088		$	54,810		$	56,178
Subscription cancellations	(10,312)			(8,133)			(25,014)			(15,215)
Net new recurring subscription sales	$	20,985		$	22,955		$	29,796		$	40,963

Non-recurring sales	$	17,993		$	26,904		$	30,804		$	39,686
Total gross sales	$	49,290		$	57,992		$	85,614		$	95,864

Total Index net sales	$	38,978		$	49,859		$	60,600		$	80,649


Index Retention Rate(2)	95.2		%	95.8		%	94.2		%	96.1		%

Analytics
New recurring subscription sales	$	21,269		$	18,290		$	35,357		$	31,964
Subscription cancellations	(6,900)			(7,368)			(17,694)			(16,551)
Net new recurring subscription sales	$	14,369		$	10,922		$	17,663		$	15,413

Non-recurring sales	$	4,057		$	4,158		$	6,519		$	5,528
Total gross sales	$	25,326		$	22,448		$	41,876		$	37,492

Total Analytics net sales	$	18,426		$	15,080		$	24,182		$	20,941


Analytics Retention Rate(3)	95.8		%	95.2		%	94.7		%	94.6		%

ESG and Climate
New recurring subscription sales	$	18,557		$	13,887		$	30,028		$	26,373
Subscription cancellations	(4,570)			(2,057)			(11,921)			(4,692)
Net new recurring subscription sales	$	13,987		$	11,830		$	18,107		$	21,681

Non-recurring sales	$	2,835		$	1,315		$	4,507		$	2,534
Total gross sales	$	21,392		$	15,202		$	34,535		$	28,907

Total ESG and Climate net sales	$	16,822		$	13,145		$	22,614		$	24,215


ESG and Climate Retention Rate(4)	94.3		%	96.9		%	92.5		%	96.5		%

All Other - Private Assets
New recurring subscription sales	$	11,654		$	4,815		$	19,918		$	9,958
Subscription cancellations	(5,580)			(2,625)			(10,502)			(5,481)
Net new recurring subscription sales	$	6,074		$	2,190		$	9,416		$	4,477

Non-recurring sales	$	752		$	594		$	1,841		$	807
Total gross sales	$	12,406		$	5,409		$	21,759		$	10,765

Total All Other - Private Assets net sales	$	6,826		$	2,784		$	11,257		$	5,284


All Other - Private Assets Retention Rate(5)	91.2		%	92.8		%	91.7		%	92.5		%

Consolidated
New recurring subscription sales	$	82,777		$	68,080		$	140,113		$	124,473
Subscription cancellations	(27,362)			(20,183)			(65,131)			(41,939)
Net new recurring subscription sales	$	55,415		$	47,897		$	74,982		$	82,534

Non-recurring sales	$	25,637		$	32,971		$	43,671		$	48,555
Total gross sales	$	108,414		$	101,051		$	183,784		$	173,028

Total net sales	$	81,052		$	80,868		$	118,653		$	131,089


Total Retention Rate(6)	94.8		%	95.5		%	93.8		%	95.4		%

(1) See "Notes Regarding the Use of Operating Metrics" for details regarding the definition of new recurring subscription sales, subscription cancellations, net new recurring subscription sales, non-recurring sales, total gross sales, total net sales and Retention Rate.
(2) Retention rate for Index excluding the impact of the acquisition of Foxberry was 95.2% and 94.2% for the three and six months ended Jun. 30, 2024, respectively.
(3) Retention rate for Analytics excluding the impact of the acquisition of Fabric was 95.8% and 94.7% for the three and six months ended Jun. 30, 2024, respectively.
(4) Retention rate for ESG and Climate excluding the impact of the acquisition of Trove was 94.5% and 92.6% for the three and six months ended Jun. 30, 2024, respectively.
(5) Retention rate for All Other – Private Assets excluding the impact of the acquisition of Burgiss was 90.1% and 90.0% for the three and six months ended Jun. 30, 2024, respectively.
(6) Total retention rate excluding the impact of the acquisitions of Foxberry, Fabric, Trove and Burgiss was 94.9% and 93.8% for the three and six months ended Jun. 30, 2024, respectively.

Table 7: AUM in ETFs Linked to MSCI Equity Indexes (unaudited)(1)(2)


	Three Months Ended											Six Months Ended
		June 30,		Sep. 30,		Dec. 31,		Mar. 31,		June 30,		June 30,		June 30,
In billions		2023		2023		2023		2024		2024		2023		2024
Beginning Period AUM in ETFs linked to
MSCI equity indexes		$	1,305.4	$	1,372.5	$	1,322.8	$	1,468.9	$	1,582.6	$	1,222.9	$	1,468.9
Market Appreciation/(Depreciation)		48.4		(56.1)		130.5		92.8		21.2		123.5		114.0
Cash Inflows		18.7		6.4		15.6		20.9		28.1		26.1		49.0
Period-End AUM in ETFs linked to
MSCI equity indexes		$	1,372.5	$	1,322.8	$	1,468.9	$	1,582.6	$	1,631.9	$	1,372.5	$	1,631.9


Period Average AUM in ETFs linked to
MSCI equity indexes		$	1,333.8	$	1,376.5	$	1,364.9	$	1,508.8	$	1,590.6	$	1,310.7	$	1,549.7

Period-End Basis Point Fee(3)		2.52		2.51		2.50		2.48		2.47		2.52		2.47

(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. Information contained on our website is not incorporated by reference into this Press Release 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% of the AUM amounts presented.
(2) The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETFs net asset value by the number of shares outstanding.
(3) Based on period-end Run Rate for ETFs linked to MSCI equity indexes using period-end AUM.

Table 8: Run Rate by Segment and Type (unaudited)(1)


	As of
	June 30,		June 30,		%
In thousands	2024		2023		Change
Index
Recurring subscriptions	$	891,633	$	818,780	8.9	%
Asset-based fees	646,811		557,414		16.0	%
Index Run Rate	1,538,444		1,376,194		11.8	%


Analytics Run Rate	674,609		631,218		6.9	%

ESG and Climate Run Rate	333,683		291,802		14.4	%

All Other - Private Assets Run Rate	260,556		150,587		73.0	%

Total Run Rate	$	2,807,292	$	2,449,801	14.6	%


Total recurring subscriptions	$	2,160,481	$	1,892,387	14.2	%
Total asset-based fees	646,811		557,414		16.0	%
Total Run Rate	$	2,807,292	$	2,449,801	14.6	%


(1) See "Notes Regarding the Use of Operating Metrics" for details regarding the definition of Run Rate.

Table 9: Reconciliation of Net Income to Adjusted EBITDA (unaudited)


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
In thousands	2024		2023		2024		2023
Net income	$	266,758	$	246,825	$	522,712	$	485,553
Provision for income taxes	73,236		60,333		113,175		97,977
Other expense (income), net	42,614		38,795		86,103		77,025
Operating income	382,608		345,953		721,990		660,555

Amortization of intangible assets	40,773		26,154		79,377		50,821
Depreciation and amortization of property,
equipment and leasehold improvements	4,226		5,199		8,307		10,659
Acquisition-related integration and transaction costs(1)	2,348		—		3,854		—
Consolidated adjusted EBITDA	$	429,955	$	377,306	$	813,528	$	722,035


Index adjusted EBITDA	$	306,990	$	277,070	$	584,750	$	530,752
Analytics adjusted EBITDA	81,672		65,149		153,884		125,929
ESG and Climate adjusted EBITDA	23,930		22,798		45,021		40,674
All Other - Private Assets adjusted EBITDA	17,363		12,289		29,873		24,680
Consolidated adjusted EBITDA	$	429,955	$	377,306	$	813,528	$	722,035


(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.

Table 10: Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted EPS (unaudited)


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
In thousands, except per share data	2024		2023		2024		2023
Net income	$	266,758	$	246,825	$	522,712	$	485,553
Plus: Amortization of acquired intangible assets and
equity method investment basis difference	25,893		16,825		51,160		33,634
Plus: Acquisition-related integration and transaction costs(1)	2,348		—		3,854		—
Plus: Write-off of deferred fees on debt extinguishment	—		—		1,510		—
Less: Gain from changes in ownership interest of investees	—		—		—		(447)
Less: Income tax effect(2)	(6,164)		(3,357)		(10,172)		(5,553)
Adjusted net income	$	288,835	$	260,293	$	569,064	$	513,187


Diluted EPS	$	3.37	$	3.09	$	6.59	$	6.05
Plus: Amortization of acquired intangible assets and
equity method investment basis difference	0.32		0.21		0.64		0.42
Plus: Acquisition-related integration and transaction costs(1)	0.03		—		0.05		—
Plus: Write-off of deferred fees on debt extinguishment	—		—		0.02		—
Less: Gain from changes in ownership interest of investees	—		—		—		(0.01)
Less: Income tax effect(2)	(0.08)		(0.04)		(0.13)		(0.06)
Adjusted EPS	$	3.64	$	3.26	$	7.17	$	6.40


Diluted weighted average common shares outstanding	79,245		79,905		79,377		80,193

(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.
(2) Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

Table 11: Reconciliation of Operating Expenses to Adjusted EBITDA Expenses (unaudited)


	Three Months Ended				Six Months Ended				Full-Year
	June 30,		June 30,		June 30,		June 30,		2024
In thousands	2024		2023		2024		2023		Guidance (1)
Total operating expenses	$	325,341	$	275,204	$	665,924	$	552,820	$1,305,000 - $1,345,000
Amortization of intangible assets	40,773		26,154		79,377		50,821
Depreciation and amortization of property,
equipment and leasehold improvements	4,226		5,199		8,307		10,659		$175,000 - $185,000
Acquisition-related integration and transaction costs(2)	2,348		—		3,854		—
Consolidated adjusted EBITDA expenses	$	277,994	$	243,851	$	574,386	$	491,340	$1,130,000 - $1,160,000


Index adjusted EBITDA expenses	$	90,202	$	85,246	$	186,314	$	170,946
Analytics adjusted EBITDA expenses	84,323		84,732		176,077		171,022
ESG and Climate adjusted EBITDA expenses	55,925		48,421		112,718		97,603
All Other - Private Assets adjusted EBITDA expenses	47,544		25,452		99,277		51,769
Consolidated adjusted EBITDA expenses	$	277,994	$	243,851	$	574,386	$	491,340	$1,130,000 - $1,160,000


(1) We have not provided a full line-item reconciliation for total operating expenses to adjusted EBITDA expenses for this future period because we believe such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and we are unable to reasonably predict certain items contained in the GAAP measure without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company's control or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. See “Forward-Looking Statements” above.
(2) Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.

Table 12: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)


	Three Months Ended				Six Months Ended				Full-Year
	June 30,		June 30,		June 30,		June 30,		2024
In thousands	2024		2023		2024		2023		Guidance (1)
Net cash provided by operating activities	$	349,248	$	291,804	$	649,385	$	555,945	$1,330,000 - $1,380,000
Capital expenditures	(8,618)		(9,153)		(12,889)		(15,378)
Capitalized software development costs	(18,707)		(17,312)		(38,673)		(32,663)
Capex	(27,325)		(26,465)		(51,562)		(48,041)		($95,000 - $105,000)

Free cash flow	$	321,923	$	265,339	$	597,823	$	507,904	$1,225,000 - $1,285,000


(1) We have not provided a line-item reconciliation for free cash flow to net cash provided by operating activities for this future period because we believe such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and we are unable to reasonably predict certain items contained in the GAAP measure without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company's control or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. See “Forward-Looking Statements” above.

Table 13: Second Quarter 2024 Reconciliation of Operating Revenue Growth to Organic Operating Revenue Growth (unaudited)


	Comparison of the Three Months Ended June 30, 2024 and 2023
	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Index	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	9.6	%	8.1	%	18.2	%	(28.0)	%
Impact of acquisitions and divestitures	—	%	(0.1)	%	—	%	—	%
Impact of foreign currency exchange rate fluctuations	0.2	%	0.4	%	0.1	%	—	%
Organic operating revenue growth	9.8	%	8.4	%	18.3	%	(28.0)	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Analytics	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	10.8	%	9.9	%	—	%	62.7	%
Impact of acquisitions and divestitures	(0.2)	%	(0.1)	%	—	%	—	%
Impact of foreign currency exchange rate fluctuations	0.6	%	0.6	%	—	%	2.0	%
Organic operating revenue growth	11.2	%	10.4	%	—	%	64.7	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
ESG and Climate	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	12.1	%	11.4	%	—	%	58.3	%
Impact of acquisitions and divestitures	(1.6)	%	(1.7)	%	—	%	(2.2)	%
Impact of foreign currency exchange rate fluctuations	(0.5)	%	(0.5)	%	—	%	1.3	%
Organic operating revenue growth	10.0	%	9.2	%	—	%	57.4	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
All Other - Private Assets	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	72.0	%	71.8	%	—	%	90.4	%
Impact of acquisitions and divestitures	(70.9)	%	(70.6)	%	—	%	(105.4)	%
Impact of foreign currency exchange rate fluctuations	0.2	%	0.3	%	—	%	—	%
Organic operating revenue growth	1.3	%	1.5	%	—	%	(15.0)	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Consolidated	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	14.0	%	14.4	%	18.2	%	(15.0)	%
Impact of acquisitions and divestitures	(4.6)	%	(6.1)	%	—	%	(1.3)	%
Impact of foreign currency exchange rate fluctuations	0.3	%	0.3	%	0.1	%	0.2	%
Organic operating revenue growth	9.7	%	8.6	%	18.3	%	(16.1)	%

Table 14: Six Months 2024 Reconciliation of Operating Revenue Growth to Organic Operating Revenue Growth (unaudited)


	Comparison of the Six Months Ended June 30, 2024 and 2023
	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Index	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	9.9	%	8.2	%	15.6	%	(16.6)	%
Impact of acquisitions and divestitures	—	%	—	%	—	%	—	%
Impact of foreign currency exchange rate fluctuations	0.2	%	0.3	%	0.1	%	—	%
Organic operating revenue growth	10.1	%	8.5	%	15.7	%	(16.6)	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Analytics	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	11.1	%	10.5	%	—	%	47.3	%
Impact of acquisitions and divestitures	(0.1)	%	(0.1)	%	—	%	—	%
Impact of foreign currency exchange rate fluctuations	0.6	%	0.5	%	—	%	1.8	%
Organic operating revenue growth	11.6	%	10.9	%	—	%	49.1	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
ESG and Climate	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	14.1	%	13.7	%	—	%	32.9	%
Impact of acquisitions and divestitures	(1.8)	%	(1.7)	%	—	%	(2.7)	%
Impact of foreign currency exchange rate fluctuations	(1.8)	%	(1.9)	%	—	%	0.5	%
Organic operating revenue growth	10.5	%	10.1	%	—	%	30.7	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
All Other - Private Assets	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	68.9	%	68.2	%	—	%	148.1	%
Impact of acquisitions and divestitures	(66.7)	%	(66.5)	%	—	%	(84.9)	%
Impact of foreign currency exchange rate fluctuations	(0.2)	%	(0.3)	%	—	%	(0.1)	%
Organic operating revenue growth	2.0	%	1.4	%	—	%	63.1	%


	Total		Recurring Subscription		Asset-Based Fees		Non-Recurring Revenues
Consolidated	Change Percentage		Change Percentage		Change Percentage		Change Percentage
Operating revenue growth	14.4	%	14.8	%	15.6	%	(3.2)	%
Impact of acquisitions and divestitures	(4.5)	%	(5.9)	%	—	%	(1.5)	%
Impact of foreign currency exchange rate fluctuations	0.1	%	—	%	0.1	%	0.2	%
Organic operating revenue growth	10.0	%	8.9	%	15.7	%	(4.5)	%

Document and Entity Information Document	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 23, 2024
Entity Registrant Name	MSCI Inc.
Entity Central Index Key	0001408198
Amendment Flag	false
Entity Tax Identification Number	13-4038723
Entity Address, Address Line One	7 World Trade Center,
Entity Address, Address Line Two	250 Greenwich Street, 49th Floor,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	804-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MSCI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33812