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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
oTRANSITION 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-logo-resized.gif
MSCI INC.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware13-4038723
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareMSCINew 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 filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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 July 16, 2024, there were 78,649,981 shares of the registrant’s common stock, par value $0.01, outstanding.


FOR THE QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS
Page
Item 5.
Item 6.
2

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 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 2023 Annual Report on Form 10-K filed with the SEC on February 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 our Annual Report on Form 10-K and in other reports or documents we file from time to time with the SEC.
3

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
June 30,December 31,
(unaudited) 20242023
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,883 and $3,878 at June 30, 2024 and December 31, 2023, respectively)
$451,401 $461,693 
Accounts receivable (net of allowances of $4,476 and $3,968 at June 30, 2024 and December 31, 2023, respectively)
709,487 839,555 
Prepaid income taxes98,611 59,002 
Prepaid and other assets55,553 57,903 
Total current assets1,315,052 1,418,153 
Property, equipment and leasehold improvements, net 63,974 55,920 
Right of use assets 129,542 115,243 
Goodwill2,909,415 2,887,692 
Intangible assets, net 949,166 956,234 
Deferred tax assets40,213 41,074 
Other non-current assets49,471 43,903 
Total assets$5,456,833 $5,518,219 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$12,922 $9,812 
Income taxes payable24,919 24,709 
Accrued compensation and related benefits129,978 219,456 
Current portion of long-term debt 10,902 
Other accrued liabilities190,626 168,282 
Deferred revenue1,017,997 1,083,864 
Total current liabilities1,376,442 1,517,025 
Long-term debt4,508,730 4,496,826 
Long-term operating lease liabilities130,559 120,134 
Deferred tax liabilities69,684 27,028 
Other non-current liabilities105,901 96,970 
Total liabilities6,191,316 6,257,983 
Commitments and Contingencies (see Note 8)
Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)
  
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,075,817
and 133,817,332 common shares issued and 78,749,685 and 79,091,212 common shares outstanding at June 30, 2024 and December 31, 2023, respectively)
1,341 1,338 
Treasury shares, at cost (55,326,132 and 54,726,120 common shares held at June 30, 2024 and December 31, 2023, respectively)
(6,759,019)(6,447,101)
Additional paid in capital1,642,385 1,587,670 
Retained earnings4,445,645 4,179,681 
Accumulated other comprehensive loss(64,835)(61,352)
Total shareholders’ equity (deficit)(734,483)(739,764)
Total liabilities and shareholders’ equity (deficit)$5,456,833 $5,518,219 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4

MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
(unaudited) 2024202320242023
Operating revenues$707,949 $621,157 $1,387,914 $1,213,375 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)128,109 110,066 256,623 218,713 
Selling and marketing71,454 67,988 143,622 134,463 
Research and development41,073 30,140 81,598 61,463 
General and administrative39,706 35,657 96,397 76,701 
Amortization of intangible assets40,773 26,154 79,377 50,821 
Depreciation and amortization of property, equipment and
   leasehold improvements
4,226 5,199 8,307 10,659 
Total operating expenses325,341 275,204 665,924 552,820 
Operating income382,608 345,953 721,990 660,555 
Interest income(6,110)(10,403)(12,158)(20,765)
Interest expense46,633 46,617 93,307 92,823 
Other expense (income)2,091 2,581 4,954 4,967 
Other expense (income), net42,614 38,795 86,103 77,025 
Income before provision for income taxes339,994 307,158 635,887 583,530 
Provision for income taxes73,236 60,333 113,175 97,977 
Net income$266,758 $246,825 $522,712 $485,553 
Earnings per share:
Basic$3.37 $3.10 $6.60 $6.08 
Diluted$3.37 $3.09 $6.59 $6.05 
Weighted average shares outstanding:
Basic79,08579,59279,14079,815
Diluted79,24579,90579,37780,193
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5

MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
(unaudited) 2024202320242023
Net income$266,758 $246,825 $522,712 $485,553 
Other comprehensive income (loss):
Foreign currency translation adjustments(1,255)2,516 (3,797)6,878 
Income tax effect(117)(323)212 (1,431)
Foreign currency translation adjustments, net(1,372)2,193 (3,585)5,447 
Pension and other post-retirement adjustments85 (1,581)106 (2,094)
Income tax effect9 179 (4)213 
Pension and other post-retirement adjustments, net94 (1,402)102 (1,881)
Other comprehensive income (loss), net of tax
(1,278)791 (3,483)3,566 
Comprehensive income$265,480 $247,616 $519,229 $489,119 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6

MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited) Common
Stock
Treasury
Stock
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance at December 31, 2023
$1,338 $(6,447,101)$1,587,670 $4,179,681 $(61,352)$(739,764)
Net income255,954 255,954 
Dividends declared ($1.60 per common share)
(129,444)(129,444)
Dividends paid in shares74 74 
Other comprehensive income (loss), net of tax(2,205)(2,205)
Common stock issued3 3 
Shares withheld for tax withholding(69,991)(69,991)
Compensation payable in common stock34,894 34,894 
Common stock repurchased and held in treasury 
Common stock issued to Directors and
   (held in)/released from treasury
(38)(38)
Balance at March 31, 2024
1,341 (6,517,130)1,622,638 4,306,191 (63,557)(650,517)
Net income266,758 266,758 
Dividends declared ($1.60 per common share)
(127,304)(127,304)
Dividends paid in shares 40 40 
Other comprehensive income (loss), net of tax(1,278)(1,278)
Common stock issued  
Shares withheld for tax withholding(200)(200)
Compensation payable in common stock19,707 19,707 
Common stock repurchased and held in treasury(243,035)(243,035)
Common stock issued to Directors and
   (held in)/released from treasury
1,346 1,346 
Balance at June 30, 2024
$1,341 $(6,759,019)$1,642,385 $4,445,645 $(64,835)$(734,483)
Balance at December 31, 2022
$1,336 $(5,938,116)$1,515,874 $3,473,192 $(60,211)$(1,007,925)
Net income238,728 238,728 
Dividends declared ($1.38 per common share)
(111,986)(111,986)
Dividends paid in shares44 44 
Other comprehensive income (loss), net of tax2,775 2,775 
Common stock issued2 2 
Shares withheld for tax withholding
(43,960)(43,960)
Compensation payable in common stock20,988 20,988 
Common stock repurchased and held in treasury 
Common stock issued to Directors and
   (held in)/released from treasury
(30)(30)
Balance at March 31, 2023
1,338 (5,982,106)1,536,906 3,599,934 (57,436)(901,364)
Net income246,825 246,825 
Dividends declared ($1.38 per common share)
(110,383)(110,383)
Dividends paid in shares— 33 33 
Other comprehensive income (loss), net of tax791 791 
Common stock issued—  
Shares withheld for tax withholding
(611)(611)
Compensation payable in common stock16,426 16,426 
Common stock repurchased and held in treasury(444,655)(444,655)
Common stock issued to Directors and
   (held in)/released from treasury
(730)(730)
Balance at June 30, 2023
$1,338 $(6,428,102)$1,553,365 $3,736,376 $(56,645)$(1,193,668)
See Notes to Condensed Consolidated Financial Statements (Unaudited)
7

MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30,
(unaudited) 20242023
Cash flows from operating activities
Net income$522,712 $485,553 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets79,377 50,821 
Stock-based compensation expense53,732 37,231 
Depreciation and amortization of property, equipment and leasehold improvements8,307 10,659 
Amortization of right of use assets11,837 11,586 
Amortization of debt origination fees2,567 2,526 
Loss on extinguishment of debt1,510  
Deferred taxes42,555 (11,766)
Other adjustments(3,085)5,978 
Changes in assets and liabilities:
Accounts receivable125,264 50,985 
Prepaid income taxes(39,595)(32,729)
Prepaid and other assets1,676 5,836 
Other non-current assets(1,961)(3,109)
Accounts payable2,646 (7,850)
Income taxes payable2,134 3,547 
Accrued compensation and related benefits(84,865)(65,529)
Other accrued liabilities3,162 2,869 
Deferred revenue(60,128)23,443 
Long-term operating lease liabilities(12,387)(10,396)
Other non-current liabilities(6,019)(3,515)
Other(54)(195)
Net cash provided by operating activities649,385 555,945 
Cash flows from investing activities  
Capitalized software development costs(38,673)(32,663)
Capital expenditures(12,889)(15,378)
Cash paid for acquisitions, net of cash acquired(27,467) 
Other(429)(389)
Net cash used in investing activities(79,458)(48,430)
Cash flows from financing activities
Repurchase of common stock held in treasury(311,709)(485,417)
Payment of dividends(258,223)(222,260)
Repayment of borrowings(339,063)(4,375)
Proceeds from borrowings336,875  
Payment of debt issuance costs(3,739) 
Net cash used in financing activities(575,859)(712,052)
Effect of exchange rate changes(4,360)3,302 
Net (decrease) increase in cash, cash equivalents and restricted cash(10,292)(201,235)
Cash, cash equivalents and restricted cash, beginning of period461,693 993,564 
Cash, cash equivalents and restricted cash, end of period$451,401 $792,329 
Supplemental disclosure of cash flow information:
Cash paid for interest$90,732 $90,661 
Cash paid for income taxes, net of refunds received$113,232 $138,587 
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities$6,809 $5,567 
Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid$761 $1,014 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
8

MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTRODUCTION AND BASIS OF PRESENTATION
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. Our products and services include indexes; portfolio construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and private asset data and analysis.
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.
Concentrations
For the six months ended June 30, 2024 and 2023, BlackRock, Inc. (“BlackRock”) accounted for 10.1% and 10.0% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2024 and 2023, BlackRock accounted for 17.8% and 16.9% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate or All Other – Private Assets segments for the six months ended June 30, 2024 and 2023.
Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2022 to June 30, 2024 were as follows:
(in thousands) Amount
Balance as of December 31, 2022$2,652 
Addition to credit loss expense2,196 
Write-offs, net of recoveries(880)
Balance as of December 31, 2023$3,968 
Addition to credit loss expense1,611 
Write-offs, net of recoveries(1,103)
Balance as of June 30, 2024$4,476 
9

2. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
3. REVENUE RECOGNITION
MSCI’s operating revenues are reported by product type, which generally reflects the timing of recognition. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$217,032 $162,128 $78,000 $64,309 $521,469 
Asset-based fees163,281    163,281 
Non-recurring16,879 3,867 1,855 598 23,199 
Total$397,192 $165,995 $79,855 $64,907 $707,949 
For the Six Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$429,984 $322,679 $154,418 $127,443 $1,034,524 
Asset-based fees313,540    313,540 
Non-recurring27,540 7,282 3,321 1,707 39,850 
Total$771,064 $329,961 $157,739 $129,150 $1,387,914 
For the Three Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$200,714 $147,504 $70,047 $37,427 $455,692 
Asset-based fees138,162    138,162 
Non-recurring23,440 2,377 1,172 314 27,303 
Total$362,316 $149,881 $71,219 $37,741 $621,157 
10

For the Six Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$397,392 $292,007 $135,779 $75,761 $900,939 
Asset-based fees271,288    271,288 
Non-recurring33,018 4,944 2,498 688 41,148 
Total$701,698 $296,951 $138,277 $76,449 $1,213,375 
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2023)
$839,555 $1,083,864 
Closing (June 30, 2024)
709,487 1,017,997 
Increase/(decrease)$(130,068)$(65,867)
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2022)
$663,236 $882,886 
Closing (June 30, 2023)
612,885 909,623 
Increase/(decrease)$(50,351)$26,737 
The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $285.3 million and $705.6 million for the three and six months ended June 30, 2024, respectively, and $269.6 million and $626.2 million for the three and six months ended June 30, 2023, respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of June 30, 2024 and December 31, 2023, the Company carried a long-term deferred revenue balance of $27.4 million and $28.8 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
June 30,
(in thousands)2024
First 12-month period
$879,064 
Second 12-month period
551,575 
Third 12-month period
272,953 
Periods thereafter175,858 
Total$1,879,450 
4. EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”).
11

The following table presents the computation of basic and diluted EPS:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share data)2024202320242023
Net income$266,758 $246,825 $522,712 $485,553 
Basic weighted average common shares outstanding79,085 79,592 79,140 79,815 
Effect of dilutive securities:
PSUs, RSUs and PSOs160 313 237 378 
Diluted weighted average common shares outstanding79,245 79,905 79,377 80,193 
Earnings per common share:
Basic$3.37 $3.10 $6.60 $6.08 
Diluted$3.37 $3.09 $6.59 $6.05 
5. ACQUISITIONS
On October 2, 2023, the Company acquired the remaining 66.4% interest in The Burgiss Group, LLC (“Burgiss”) for $696.8 million in cash (the “step acquisition”). The Company’s existing 33.6% interest in Burgiss had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million which the Company recognized during the three months ended December 31, 2023. The acquisition of Burgiss will provide the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.
The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within the All Other – Private Assets reportable segment. With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions. Prior to the step acquisition, Burgiss was accounted for as an equity-method investment. Therefore, MSCI did not recognize the proportionate share of Burgiss’ operating revenues, rather, the Company’s proportionate share of the income or loss of Burgiss was reported as a component of other (expense) income, net. A portion of Burgiss’s client agreements do not have automatic renewal clauses at the end of the subscription period. Due to the historically high retention rate, the expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.
The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.
12

(in thousands) Estimated
Useful Life
Fair Value
Cash and cash equivalents$5,397 
Accounts receivable25,839 
Prepaid Income Taxes30 
Other current assets4,178 
Property, equipment and leasehold improvements, net670 
Right of use assets3,443 
Other non-current assets471 
Deferred revenue(21,479)
Other current liabilities(13,412)
Long-term operating lease liabilities(2,525)
Intangible assets:
Proprietary data11 years229,900 
Customer relationships21 years179,900 
Acquired technology and software3 years19,000 
Trademarks1 year900 
Goodwill617,622 
Net assets acquired$1,049,934 
The Company, with the assistance of third-party valuation experts, calculated the fair values of intangible assets using the relief from royalty method for proprietary data, acquired technology and software and trademarks and the multi-period excess earnings method for customer relationships. The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates. The weighted average amortization period of the acquired intangible assets was 14.8 years.
The recorded goodwill is primarily attributable to the expected synergies from the utilization of the acquired data as well as expanded market opportunities. Goodwill attributable to the acquisition is deductible for federal income tax purposes to the extent of consideration paid.
Revenue of Burgiss recognized within the consolidated financial statements was $26.8 million and $51.0 million for the three and six months ended June 30, 2024, respectively.
On November 1, 2023, MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider. Trove is a part of the ESG and Climate operating segment.
On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors. Fabric is a part of the Analytics operating segment. The contingent consideration related to Fabric is payable based upon the future product sales of the acquired business.
On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The contingent consideration related to Foxberry is payable based upon the achievement of integration metrics related to the operation of the platform.
The Company recognizes the fair value of contingent consideration at the date of acquisition. The liability associated with any contingent consideration is remeasured to fair value at each reporting date subsequent to the acquisition and changes in the fair value are recorded in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:
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(in thousands, except weighted average amortization period of intangible asset)TroveFabricFoxberry
Acquisition Date
November 1, 2023January 2, 2024April 16, 2024
Cash payments
$37,473 $7,959 $20,945 
Deferred payments  2,529 
Contingent consideration liability 8,146 19,094 
Aggregate purchase price
$37,473 $16,105 $42,568 
Net tangible assets acquired (liabilities assumed)
$(4,787)$(226)$1,748 
Intangible assets
7,705 11,300 22,500 
Goodwill
34,555 5,031 18,320 
Aggregate purchase price
$37,473 $16,105 $42,568 
Weighted average amortization period of intangible assets (years)
13.09.17.9
The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily include forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of June 30, 2024, the fair value of the contingent consideration was $27.7 million, of which $9.8 million is included in “Other accrued liabilities” and $17.9 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Changes in the Company’s Level 3 financial liabilities for the three and six months ended June 30, 2024 and 2023, respectively, were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning balance$8,269 $ $ $ 
Additions of contingent consideration1
19,094  27,240  
Change in fair value383  506  
Payments   $ 
Ending Balance$27,746 $ $27,746 $ 
___________________________
(1)    Reflects balance of contingent consideration at acquisition date fair value.
The recorded goodwill for Trove is primarily attributable to expected synergies from the utilization of the acquired data as well as expanded market opportunities. The recorded goodwill amounts for Fabric and Foxberry are primarily attributable to expected synergies from the utilization of the acquired technology platforms. Goodwill attributable to the acquisitions of Fabric, Trove and Foxberry are not deductible for federal income tax purposes.
Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $1.1 million, $168 thousand and $178 thousand for the three months ended June 30, 2024, respectively. Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $2.4 million, $337 thousand and $178 thousand for the six months ended June 30, 2024, respectively.
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6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
Property, equipment and leasehold improvements, net consisted of the following as of the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Computer & related equipment$172,371 $192,008 
Furniture & fixtures15,764 16,169 
Leasehold improvements56,283 58,582 
Work-in-process3,506 897 
Subtotal247,924 267,656 
Accumulated depreciation and amortization(183,950)(211,736)
Property, equipment and leasehold improvements, net$63,974 $55,920 
Depreciation and amortization expense of property, equipment and leasehold improvements was $4.2 million and $5.2 million for the three months ended June 30, 2024 and 2023, respectively.
Depreciation and amortization expense of property, equipment and leasehold improvements was $8.3 million and $10.7 million for the six months ended June 30, 2024 and 2023, respectively.
7. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table presents goodwill by reportable segment:
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Goodwill at December 31, 2023$1,203,435 $290,976 $84,724 $1,308,557 $2,887,692 
Acquisitions (1)
18,320 5,031 (357)(793)22,200 
Foreign exchange translation adjustment11  (323)(166)(477)
Goodwill at June 30, 2024$1,221,766 $296,007 $84,044 $1,307,598 $2,909,415 
___________________________
(1)    Reflects the impact of the acquisitions of Foxberry, Fabric, Trove and Burgiss.
Intangible Assets, Net
The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Amortization expense of acquired intangible assets$25,893 $15,851 $51,160 $31,682 
Amortization expense of internally developed capitalized software14,880 10,303 28,217 19,139 
Total amortization of intangible assets expense$40,773 $26,154 $79,377 $50,821 
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The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
June 30, 2024December 31, 2023
(in thousands)Gross intangible assets:Accumulated amortization:Net intangible assets:Gross intangible assets:Accumulated amortization:Net intangible assets:
Customer relationships$715,165 $(359,623)$355,542 $709,299 $(340,248)$369,051 
Proprietary data452,232 (84,858)367,374 452,543 (64,694)387,849 
Acquired technology and software256,967 (191,957)65,010 228,785 (185,583)43,202 
Trademarks209,090 (176,730)32,360 209,090 (171,715)37,375 
Internally developed capitalized software274,914 (146,034)128,880 237,060 (118,303)118,757 
Total$1,908,368 $(959,202)$949,166 $1,836,777 $(880,543)$956,234 
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2024 and succeeding years:    
Years Ending December 31,
(in thousands)
Amortization
Expense
Remainder of 2024$83,804 
2025144,112 
2026108,685 
202777,707 
202869,711 
Thereafter465,147 
Total$949,166 
8. DEBT
As of June 30, 2024, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:
Principal
Amount
Outstanding at
Carrying
Value at
Carrying
Value at
Fair
Value at
Fair
Value at
(in thousands)Maturity DateJune 30, 2024June 30, 2024December 31, 2023June 30, 2024December 31, 2023
Debt
4.000% senior unsecured notes due 2029
November 15, 2029
$1,000,000 $994,182 $993,637 $933,350 $941,090 
3.625% senior unsecured notes due 2030
September 1, 2030
900,000 895,918 895,587 809,514 815,526 
3.875% senior unsecured notes due 2031
February 15, 2031
1,000,000 992,708 992,161 899,970 914,360 
3.625% senior unsecured notes due 2031
November 1, 2031
600,000 595,181 594,852 526,722 529,458 
3.250% senior unsecured notes due 2033
August 15, 2033
700,000 693,866 693,532 578,998 586,509 
Variable rate Tranche A Term Loans due 2027
February 16, 2027
  337,959  337,367 
Variable rate revolving loan commitments(1)
January 26, 2029336,875 336,875  335,191  
Total debt$4,536,875 $4,508,730 $4,507,728 $4,083,745 $4,124,310 
___________________________
(1)As of June 30, 2024, there were $4.5 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments of which $1.0 million is included in “Prepaid and other assets,” and $3.5 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.
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Maturities of the Company’s principal debt payments as of June 30, 2024 are as follows:
Maturity of Principal Debt Payments
(in thousands)
Amounts
Remainder of 2024$ 
2025 
2026 
2027 
2028 
Thereafter4,536,875 
Total debt$4,536,875 
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
Interest payment frequencyFirst interest
payment date
Senior Notes and Revolving Loan Commitments
4.000% senior unsecured notes due 2029
Semi-AnnualMay 15
3.625% senior unsecured notes due 2030
Semi-AnnualMarch 1
3.875% senior unsecured notes due 2031
Semi-AnnualJune 1
3.625% senior unsecured notes due 2031
Semi-AnnualMay 1
3.250% senior unsecured notes due 2033
Semi-AnnualFebruary 15
Variable rate revolving loan commitments(1)
VariableFebruary 26
___________________________
(1)     The first payment occurred on February 26, 2024.
The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.
Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $1,250.0 million of revolving loan commitments under a revolving credit facility (the “Revolving Credit Facility”), which may be drawn until January 26, 2029. At the closing of the Credit Agreement, the Company drew $336.9 million on the Revolving Credit Facility and primarily used the proceeds to prepay all senior unsecured Tranche A Term Loans (the “Tranche A Term Loans”) under the term loan A facility (the “TLA Facility”) under the Prior Credit Agreement. The obligations under the Credit Agreement are general unsecured obligations of the Company. The prepayment of the Tranche A Term Loans and the entry into the Credit Agreement resulted in an approximately $1.5 million loss on extinguishment related to unamortized debt issuance costs during the three months ended March 31, 2024. The loss on extinguishment was recorded in “Other expense (income)” on the Unaudited Condensed Consolidated Statement of Income.
Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement). So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50% for Base Rate loans, and 1.50% for SOFR loans. At June 30, 2024, the interest rate on the revolving loans was 6.94%.
Interest on the Tranche A Term Loans under the TLA Facility accrued, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin and was due on each Interest Payment Date (as defined in the Prior Credit Agreement). The applicable margin was calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ranged between 1.50% to 2.00% for SOFR loans, and 0.50% to 1.00% for Base Rate loans.
In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing
17

fees related to prior credit facilities, are being amortized over their related lives. At June 30, 2024, $32.6 million of the deferred financing fees and premium remain unamortized, $1.0 million of which is included in “Prepaid and other assets,” $3.5 million of which is included in “Other non-current assets” and $28.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.
9. LEASES
The components of lease expense (income) of the Company’s operating leases are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating lease expenses$7,655 $7,178 $14,794 $14,292 
Variable lease costs550 930 1,619 1,821 
Short-term lease costs224 188 439 439 
Sublease income(918)(1,276)(1,746)(2,551)
Total lease costs$7,511 $7,020 $15,106 $14,001 
Maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows:
Maturity of Lease LiabilitiesOperating
(in thousands)Leases
Remainder of 2024$14,657 
202532,290 
202630,121 
202723,930 
202823,176 
Thereafter52,778 
Total lease payments$176,952 
Less: Interest(21,202)
Present value of lease liabilities$155,750 
Other accrued liabilities$25,191 
Long-term operating lease liabilities$130,559 
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
June 30,December 31,
Lease Term and Discount Rate20242023
Weighted-average remaining lease term (years)6.497.04
Weighted-average discount rate4.00 %3.66 %
Other information related to the Company’s operating leases are as follows:
Other InformationSix Months Ended
June 30,
(in thousands)20242023
Operating cash flows used for operating leases$15,514 $14,906 
Right of use assets obtained in exchange for new
   operating lease liabilities
$27,245 $7,225 
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10. SHAREHOLDERS’ EQUITY (DEFICIT)
Return of capital
On July 28, 2022, the Board of Directors authorized a stock repurchase program (the “2022 Repurchase Program”) for the purchase of up to $1,000.0 million worth of shares of MSCI’s common stock in addition to the $539.1 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2022 Repurchase Program for a total of $1,539.1 million of stock repurchase authorization available under the 2022 Repurchase Program.
Share repurchases made pursuant to the 2022 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of June 30, 2024, there was $604.2 million of available authorization remaining under the 2022 Repurchase Program.
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Six months ended
(in thousands, except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
June 30, 2024$483.79 499 $241,518 
June 30, 2023$468.31 941 $440,847 
___________________________
(1)     The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).
The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:
Dividends
(in thousands, except per share data)Per ShareDeclaredDistributed(Released)/Deferred
2024
Three Months Ended March 31,$1.60 $129,444 $131,378 $(1,934)
Three Months Ended June 30,1.60 127,304 126,958 346 
Total$3.20 $256,748 $258,336 $(1,588)
2023    
Three Months Ended March 31,$1.38 $111,986 $112,189 $(203)
Three Months Ended June 30,1.38 110,383 110,147 236 
Total$2.76 $222,369 $222,336 $33 
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Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the six months ended June 30, 2024:
Common StockTreasury Common Stock
IssuedStockOutstanding
Balance at December 31, 2023
133,817,332(54,726,120)79,091,212
Dividend payable/paid6161
Common stock issued252,637252,637
Shares withheld for tax withholding (119,861)(119,861)
Shares repurchased under stock repurchase programs
Shares issued to directors67(67)
Balance at March 31, 2024
134,070,097(54,846,048)79,224,049
Dividend payable/paid
Common stock issued779779
Shares withheld for tax withholding (359)(359)
Shares repurchased under stock repurchase programs(499,224)(499,224)
Shares issued to directors4,94119,49924,440
Balance at June 30, 2024
134,075,817(55,326,132)78,749,685
11. INCOME TAXES
The Company’s provision for income taxes was $113.2 million and $98.0 million for the six months ended June 30, 2024 and 2023, respectively.
The effective tax rate of 17.8% for the six months ended June 30, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.0 million, related to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $0.3 million related to prior-year items.
The effective tax rate of 16.8% for the six months ended June 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.4 million, primarily related to $11.2 million of excess tax benefits recognized on share-based compensation vested during the period and $5.2 million related to prior-year items.
The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as the United Kingdom, Switzerland and India, and states in the United States in which the Company has significant operations, such as New York and California. The tax years currently under or open to examination vary by jurisdiction but include years from 2008 onwards.
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $22.1 million in the next twelve months as a result of the resolution of prior-year items.
During the three and six months ended June 30, 2024, the Company’s unrecognized tax benefits increased by $3.5 million and increased by $2.1 million, respectively.
12. SEGMENT INFORMATION
The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions, which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets. During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions. The operating segments of Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined and presented as part of All Other – Private Assets reportable segment.
20

Prior to the step acquisition of Burgiss on October 2, 2023, the Company’s ownership interest in Burgiss was classified as an equity-method investment. Therefore, prior to the acquisition of Burgiss, the All Other – Private Assets segment did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss. The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was not a component of Adjusted EBITDA as it was reported as a component of other (expense) income, net. Following the acquisition, the consolidated results of Burgiss were included in the Company’s Private Capital Solutions operating segment.
The Index operating segment offers equity and fixed income indexes. The indexes are used in many areas of the investment process, including for developing indexed financial products (e.g., Exchange Traded Funds (“ETFs”), mutual funds, annuities, futures, options, structured products and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.
The Analytics operating segment offers risk management, performance attribution and portfolio management content, applications and services that provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risk across all major asset classes, spanning short-, medium- and long-term time horizons. Clients access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces, third-party applications or directly through their own platforms. Additionally, the Analytics operating segment also provides various managed services to help clients operate more efficiently, including consolidation of client portfolio data from various sources, review and reconciliation of input data and results, and customized reporting.
The ESG and Climate operating segment offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments. In addition, the ESG and Climate operating segment provides data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.
The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. In addition, Real Assets performance and risk analytics range from enterprise-wide to property-specific analysis. The Real Assets operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.
The Private Capital Solutions operating segment offers a suite of tools to help private asset investors across mission-critical workflows, such as sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities supporting private capital investing.
The Chief Operating Decision Maker (“CODM”) measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, including certain acquisition-related integration and transaction costs, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.
The following table presents operating revenues by reportable segment for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Index$397,192 $362,316 $771,064 $701,698 
Analytics165,995 149,881 329,961 296,951 
ESG and Climate79,855 71,219 157,739 138,277 
All Other - Private Assets64,907 37,741 129,150 76,449 
Total$707,949 $621,157 $1,387,914 $1,213,375 
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The following table presents segment profitability and a reconciliation to net income for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Index Adjusted EBITDA$306,990 $277,070 $584,750 $530,752 
Analytics Adjusted EBITDA81,672 65,149 153,884 125,929 
ESG and Climate Adjusted EBITDA23,930 22,798 45,021 40,674 
All Other - Private Assets Adjusted EBITDA17,363 12,289 29,873 24,680 
Total reportable segment profitability
429,955 377,306 813,528 722,035 
Amortization of intangible assets40,773 26,154 79,377 50,821 
Depreciation and amortization of property, equipment and leasehold improvements4,226 5,199 8,307 10,659 
Acquisition-related integration and transaction costs(1)
2,348  3,854  
Operating income382,608 345,953 721,990 660,555 
Other expense (income), net42,614 38,795 86,103 77,025 
Provision for income taxes73,236 60,333 113,175 97,977 
Net income$266,758 $246,825 $522,712 $485,553 
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Americas:
United States$290,443 $256,434 $571,118 $494,850 
Other32,986 27,574 63,345 55,110 
Total Americas323,429 284,008 634,463 549,960 
Europe, the Middle East and Africa ("EMEA"):
United Kingdom116,245 99,692 229,538 191,352 
Other157,278 139,851 308,962 278,170 
Total EMEA273,523 239,543 538,500 469,522 
Asia & Australia:    
Japan28,971 24,285 55,544 50,302 
Other82,026 73,321 159,407 143,591 
Total Asia & Australia110,997 97,606 214,951 193,893 
Total$707,949 $621,157 $1,387,914 $1,213,375 
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Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Long-lived assets
Americas:
United States$241,727 $204,238 
Other9,621 11,585 
Total Americas251,348 215,823 
EMEA:
United Kingdom17,466 18,403 
Other21,527 22,072 
Total EMEA38,993 40,475 
Asia & Australia:
Japan985 1,321 
Other29,900 31,507 
Total Asia & Australia30,885 32,828 
Total$321,226 $289,126 
13. SUBSEQUENT EVENTS
On July 22, 2024, the Board of Directors declared a quarterly cash dividend of $1.60 per share for the three months ending September 30, 2024 (“third quarter 2024”). The third quarter 2024 dividend is payable on August 30, 2024 to shareholders of record as of the close of trading on August 16, 2024.

23

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, 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. 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: 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 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 June 30, 2024, we served approximately 7,0001 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. 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(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 six months ended June 30, 2024, our largest client organization by revenue, BlackRock, accounted for 10.1% of our consolidated operating revenues, with 95.8% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETF products that are based on our indexes.
The discussion of our results of operations for the three and six months ended June 30, 2024 and 2023 are presented below. The results of operations for interim periods may not be indicative of future results.
Factors Affecting the Comparability of Results
Acquisitions of Burgiss, Trove, Fabric and Foxberry
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 in a non-taxable gain of $143.0 million for the three months ending December 31, 2023.
Prior to 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 acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.5 million in cash. 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 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.
On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform for approximately $23.5 million in cash and contingent consideration with an acquisition date fair value of $19.1 million that is payable based upon the achievement of metrics related to the operation of the platform. Foxberry is a part of the Index operating segment. We collectively refer to the acquisitions of Burgiss, Trove, Fabric and Foxberry as the “recent acquisitions”.
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.
The following table presents operating revenues by type for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Recurring subscriptions$521,469 $455,692 14.4 %$1,034,524 $900,939 14.8 %
Asset-based fees163,281 138,162 18.2 %313,540 271,288 15.6 %
Non-recurring23,199 27,303 (15.0 %)39,850 41,148 (3.2 %)
Total operating revenues$707,949 $621,157 14.0 %$1,387,914 $1,213,375 14.4 %
Total operating revenues increased 14.0% for the three months ended June 30, 2024. Adjusting for the impact of foreign currency exchange rate fluctuations and recent acquisitions, total operating revenues would have increased 9.7%.
Operating revenues from recurring subscriptions increased 14.4% for the three months ended June 30, 2024, driven by growth in All Other - Private Assets products, which increased $26.9 million, or 71.8%, which included $26.8 million of Burgiss
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revenue; Index products, which increased $16.3 million, or 8.1%; Analytics products, which increased $14.6 million, or 9.9%, and ESG and Climate products, which increased $8.0 million, or 11.4%. Adjusting for the impact of foreign currency exchange rate fluctuations and recent acquisitions, operating revenues from recurring subscriptions would have increased 8.6%.
Operating revenues from asset-based fees increased 18.2% for the three months ended June 30, 2024, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 19.0%, primarily driven by an increase in average AUM. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 22.2%, primarily driven by an increase in average AUM. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes increased by 4.6%, driven by volume increases.
Operating revenues from non-recurring revenues decreased 15.0% for the three months ended June 30, 2024, as the three months ended June 30, 2023 included one-time fees related to unlicensed usage of our content in historical periods.
Total operating revenues increased 14.4% for the six months ended June 30, 2024. Adjusting for the impact of foreign currency exchange rate fluctuations and recent acquisitions, total operating revenues would have increased 10.0%.
Operating revenues from recurring subscriptions increased 14.8% for the six months ended June 30, 2024, driven by growth in All Other - Private Assets products, which increased $51.7 million, or 68.2%, which included $51.0 million of Burgiss revenue; Index products, which increased $32.6 million, or 8.2%; Analytics products, which increased $30.7 million, or 10.5%; and ESG and Climate products, which increased $18.6 million, or 13.7%. Adjusting for the impact of foreign currency exchange rate fluctuations and recent acquisitions, operating revenues from recurring subscriptions would have increased 8.9%.
Operating revenues from asset-based fees increased 15.6% for the six months ended June 30, 2024, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI equity indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 17.0%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 18.5%, primarily driven by increases in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes remained flat.
Operating revenues from non-recurring revenues decreased 3.2% for the six months ended June 30, 2024, as the six months ended June 30, 2023 included one-time fees related to unlicensed usage of our content in historical periods.
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
20232024
(in billions)
March
31,
June
30,
September
30,
December
31,
March
31,
June
30,
AUM in ETFs linked to MSCI equity indexes(1), (2)
$1,305.4 $1,372.5 $1,322.8 $1,468.9 $1,582.6 $1,631.9 
Sequential Change in Value
Market Appreciation/(Depreciation)$75.1 $48.4 $(56.1)$130.5 $92.8 $21.2 
Cash Inflows7.4 18.7 6.4 15.6 20.9 28.1 
Total Change$82.5 $67.1 $(49.7)$146.1 $113.7 $49.3 
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The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
20232024
(in billions)MarchJuneSeptemberDecemberMarchJune
AUM in ETFs linked to MSCI equity indexes(1), (2)
Quarterly average$1,287.5 $1,333.8 $1,376.5 $1,364.9 $1,508.8 $1,590.6 
Year-to-date average$1,287.5 $1,310.7 $1,332.6 $1,340.7 $1,508.8 $1,549.7 
___________________________
(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 June 30, 2024, was up $256.8 billion, or 19.3%. For the six months ended June 30, 2024, the average value of AUM in ETFs linked to MSCI equity indexes was up $239.0 billion, or 18.2%.
The following table presents operating revenues by reportable segment and revenue type for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues:
Index
Recurring subscriptions$217,032 $200,714 8.1 %$429,984 $397,392 8.2 %
Asset-based fees163,281 138,162 18.2 %313,540 271,288 15.6 %
Non-recurring16,879 23,440 (28.0 %)27,540 33,018 (16.6 %)
Index total397,192 362,316 9.6 %771,064 701,698 9.9 %
Analytics
Recurring subscriptions162,128 147,504 9.9 %322,679 292,007 10.5 %
Non-recurring3,867 2,377 62.7 %7,282 4,944 47.3 %
Analytics total165,995 149,881 10.8 %329,961 296,951 11.1 %
ESG and Climate
Recurring subscriptions78,000 70,047 11.4 %154,418 135,779 13.7 %
Non-recurring1,855 1,172 58.3 %3,321 2,498 32.9 %
ESG and Climate total79,855 71,219 12.1 %157,739 138,277 14.1 %
All Other - Private Assets
Recurring subscriptions64,309 37,427 71.8 %127,443 75,761 68.2 %
Non-recurring598 314 90.4 %1,707 688 148.1 %
All Other - Private Assets total64,907 37,741 72.0 %129,150 76,449 68.9 %
Total operating revenues$707,949 $621,157 14.0 %$1,387,914 $1,213,375 14.4 %
Refer to the section titled “Segment Results” that follows for further discussion of segment revenues.
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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.
The following table presents operating expenses by activity category for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating expenses:
Cost of revenues$128,109 $110,066 16.4 %$256,623 $218,713 17.3 %
Selling and marketing71,454 67,988 5.1 %143,622 134,463 6.8 %
Research and development41,073 30,140 36.3 %81,598 61,463 32.8 %
General and administrative39,706 35,657 11.4 %96,397 76,701 25.7 %
Amortization of intangible assets40,773 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$325,341 $275,204 18.2 %$665,924 $552,820 20.5 %
Total operating expenses increased 18.2% for the three months ended June 30, 2024. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 18.8%.
Total operating expenses increased 20.5% for the six months ended June 30, 2024. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 20.4%.
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 16.4% for the three months ended June 30, 2024, reflecting increases across the All Other - Private Assets, Index and ESG and Climate 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, incentive compensation and benefits costs as a result of increased headcount, as well as increases in non-compensation costs, primarily reflecting higher information technology, professional fees and market data costs.
Cost of revenues increased 17.3% for the six months ended June 30, 2024, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount, as well as increases in non-compensation costs, primarily reflecting higher information technology, professional fees and market data costs.
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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 5.1% for the three months ended June 30, 2024, reflecting increases across the All Other - Private Assets, Index and Analytics reportable segments, partially offset by decreases in the 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 as a result of increased headcount.
Selling and marketing expenses increased 6.8% for the six months ended June 30, 2024, reflecting increases across the All Other - Private Assets, Index and Analytics reportable segments, partially offset by decreases in the 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 as a result of increased headcount.
Research and Development
R&D expenses consist of costs to develop new, or 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 36.3% for the three months ended June 30, 2024, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount.
R&D expenses increased 32.8% for the six months ended June 30, 2024, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount, partially offset by increased capitalization of costs related to internally developed software projects.
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 G&A expenses.
G&A expenses increased 11.4% for the three months ended June 30, 2024, reflecting increases across the All Other - Private Assets and ESG and Climate reportable segments, partially offset by decreases in the Index and Analytics reportable segments. The increase was driven by higher transaction and integration costs related to recent acquisitions, as well as increased compensation and benefits costs, relating to higher wages and salaries as a result of increased headcount. The increase was also driven by higher non-compensation costs, reflecting higher information technology and insurance costs.
G&A expenses increased 25.7% for the six months ended June 30, 2024, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, relating to higher incentive compensation, wages and salaries and benefits costs as a result of increased headcount, as well as increases in non-compensation costs, reflecting higher transaction related expenses due to recent acquisitions, professional fees and information technology costs.
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The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Compensation and benefits$200,618 $174,172 15.2 %$423,612 $355,751 19.1 %
Non-compensation expenses79,724 69,679 14.4 %154,628 135,589 14.0 %
Amortization of intangible assets40,773 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$325,341 $275,204 18.2 %$665,924 $552,820 20.5 %
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 6,059 employees as of June 30, 2024, compared to 4,980 employees as of June 30, 2023, reflecting a 21.7% growth in the number of employees which is primarily related to recent 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 June 30, 2024, 68.5% of our employees were located in emerging market centers compared to 66.2% as of June 30, 2023.
Compensation and benefits costs increased 15.2% and 19.1%, for the three and six months ended June 30, 2024, driven by an increase in wages and salaries, 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 recent acquisitions, compensation and benefits costs would have increased by 4.2% and increased by 7.7%, respectively, for the three and six months ended June 30, 2024.
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 14.4% for the three months ended June 30, 2024, driven by higher professional fees, transaction and integration costs related to recent acquisitions, information technology and market data costs.
Non-compensation expenses increased 14.0% for the six months ended June 30, 2024, driven by higher professional fees, information technology, transaction and integration costs related to recent acquisitions, as well as market data costs. Adjusting for the impact of foreign currency exchange rate fluctuations and recent acquisitions, non-compensation expenses would have increased by 5.5% and increased by 4.9%, respectively, for the three and six months ended June 30, 2024.
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 55.9% and 56.2% for the three and six months ended June 30, 2024, respectively, primarily driven by higher amortization recognized on acquired intangible assets from recent acquisitions
and higher 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.
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Depreciation and amortization of property, equipment and leasehold improvements decreased 18.7% and 22.1% for the three and six months ended June 30, 2024, respectively, primarily driven by lower depreciation on computer and related equipment.
Total Other Expense (Income), Net
The following table shows our other expense (income), net for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Interest income$(6,110)$(10,403)(41.3 %)$(12,158)$(20,765)(41.4 %)
Interest expense46,633 46,617 — %93,307 92,823 0.5 %
Other expense (income)2,091 2,581 (19.0 %)4,954 4,967 (0.3 %)
Total other expense (income), net$42,614 $38,795 9.8 %$86,103 $77,025 11.8 %
Total other expense (income), net increased 9.8% for the three months ended June 30, 2024, primarily driven by lower interest income reflecting lower average cash balances.
Total other expense (income), net increased 11.8% for the six months ended June 30, 2024, primarily driven by lower interest income, reflecting 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 entry into the Credit Agreement, partially offset by the impact of foreign currency exchange rate fluctuations.
Income Taxes
The following table shows our income tax provision and effective tax rate for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Provision for income taxes$73,236 $60,333 21.4 %$113,175 $97,977 15.5 %
Effective tax rate21.5 %19.6 %9.7 %17.8 %16.8 %6.0 %
The effective tax rate of 21.5% for the three months ended June 30, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain unfavorable discrete items totaling $4.2 million, primarily related to prior-year items.
The effective tax rate of 19.6% for the three months ended June 30, 2023 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 17.8% for the six months ended June 30, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.0 million, related to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $0.3 million related to prior-year items.
The effective tax rate of 16.8% for the six months ended June 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.4 million, primarily related to $11.2 million of excess tax benefits recognized on share-based compensation vested during the period and $5.2 million related to prior-year items.
Net Income
The following table shows our net income for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Net income$266,758 $246,825 8.1 %$522,712 $485,553 7.7 %
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As a result of the factors described above, net income increased 8.1% for the three months ended June 30, 2024, and increased 7.7% for the six months ended June 30, 2024.
Weighted Average Shares and Common Shares Outstanding
The following table shows our weighted average shares outstanding for the periods indicated:
Three Months Ended
June 30,
% ChangeSix Months Ended
June 30,
% Change
(in thousands)2024202320242023
Weighted average shares outstanding:
Basic79,08579,592(0.6 %)79,14079,815(0.8 %)
Diluted79,24579,905(0.8 %)79,37780,193(1.0 %)
    
The following table shows our common shares outstanding for the periods indicated:
As of% Change
(in thousands)June 30,
2024
December 31,
2023
Common shares outstanding78,750 79,091 (0.4 %)
The decrease in weighted average shares and common shares outstanding for the three and six months ended June 30, 2024 primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program.
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, impairment related to sublease of leased property and 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.
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The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues$707,949 $621,157 14.0 %$1,387,914$1,213,37514.4 %
Adjusted EBITDA expenses277,994 243,851 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 %
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.
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
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Net income$266,758 $246,825 8.1 %$522,712 $485,553 7.7 %
Provision for income taxes73,236 60,333 21.4 %113,175 97,977 15.5 %
Other expense (income), net42,614 38,795 9.8 %86,103 77,025 11.8 %
Operating income382,608 345,953 10.6 %721,990 660,555 9.3 %
Amortization of intangible assets40,773 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 %)
Acquisition-related integration and
 transaction costs (1)
2,348 — 100%3,854 — 100%
Consolidated Adjusted EBITDA$429,955 $377,306 14.0 %$813,528 $722,035 12.7 %
Index Adjusted EBITDA306,990 277,070 10.8 %584,750 530,752 10.2 %
Analytics Adjusted EBITDA81,672 65,149 25.4 %153,884 125,929 22.2 %
ESG and Climate Adjusted EBITDA23,930 22,798 5.0 %45,021 40,674 10.7 %
All Other - Private Assets Adjusted EBITDA17,363 12,289 41.3 %29,873 24,680 21.0 %
Consolidated Adjusted EBITDA$429,955 $377,306 14.0 %$813,528 $722,035 12.7 %
___________________________
(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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The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Total operating expenses$325,341 $275,204 18.2 %$665,924 $552,820 20.5 %
Amortization of intangible assets40,773 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 %)
Acquisition-related integration and
 transaction costs (1)
2,348 — 100%3,854 — 100%
Consolidated Adjusted EBITDA expenses$277,994 $243,851 14.0 %$574,386 $491,340 16.9 %
Index Adjusted EBITDA expenses90,202 85,246 5.8 %186,314 170,946 9.0 %
Analytics Adjusted EBITDA expenses84,323 84,732 (0.5 %)176,077 171,022 3.0 %
ESG and Climate Adjusted EBITDA expenses
55,925 48,421 15.5 %112,718 97,603 15.5 %
All Other - Private Assets Adjusted EBITDA expenses
47,544 25,452 86.8 %99,277 51,769 91.8 %
Consolidated Adjusted EBITDA expenses$277,994 $243,851 14.0 %$574,386 $491,340 16.9 %
___________________________
(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.
Segment Results
Index Segment
The following table presents the results for the Index segment for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues:
Recurring subscriptions$217,032 $200,714 8.1 %$429,984 $397,392 8.2 %
Asset-based fees163,281 138,162 18.2 %313,540 271,288 15.6 %
Non-recurring16,879 23,440 (28.0 %)27,540 33,018 (16.6 %)
Operating revenues total397,192 362,316 9.6 %771,064 701,698 9.9 %
Adjusted EBITDA expenses90,202 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 increased 9.6% for the three months ended June 30, 2024, primarily driven by strong growth from asset-based fees as well as growth from recurring subscriptions, partially offset by a decrease in non-recurring revenues. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index operating revenues would have increased 9.8%.
Operating revenues from recurring subscriptions increased 8.1% for the three months ended June 30, 2024, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 18.2% for the three months ended June 30, 2024, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 19.0%, primarily driven by an increase in average AUM. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 22.2%, primarily driven by increases in average AUM
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and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes increased by 4.6%, driven by volume increases.
Operating revenues from non-recurring revenues decreased 28.0% for the three months ended June 30, 2024, as the three months ended June 30, 2023 included one-time fees related to unlicensed usage of our content in historical periods.
Index segment Adjusted EBITDA expenses increased 5.8% for the three months ended June 30, 2024, primarily driven by higher compensation costs in R&D, selling and marketing and cost of revenues expense activity categories, partially offset by decreases in compensation costs in the G&A expense activity category. The increase in compensation costs was driven by higher wages and salaries and incentive compensation costs. The increase was also driven by higher non-compensation expenses across cost of revenues, G&A and R&D expense activity categories, partially offset by a decrease in the selling and marketing expense activity category. This increase was primarily driven by higher professional fees. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 5.1%.
Index operating revenues increased 9.9% for the six months ended June 30, 2024, primarily driven by strong growth from asset-based fees as well as growth from recurring subscriptions, partially offset by a decrease in non-recurring revenue. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index operating revenues would have increased 10.1%.
Operating revenues from recurring subscriptions increased 8.2% for the six months ended June 30, 2024, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 15.6% for the six months ended June 30, 2024, mainly driven by strong growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI equity indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 17.0%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 18.5%, primarily driven by an increases in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes remained flat.
Operating revenues from non-recurring revenues decreased 16.6% for the six months ended June 30, 2024, as the six months ended June 30, 2023 included one-time fees related to unlicensed usage of our content in historical periods.
Index segment Adjusted EBITDA expenses increased 9.0% for the six months ended June 30, 2024, primarily driven by higher compensation expenses across all expense activity categories. The increase reflects higher incentive compensation, wages and salaries and benefits costs. The increase was also driven by higher non-compensation expenses across cost of revenues, G&A and R&D expense activity categories, partially offset by lower non-compensation expenses in the selling and marketing expense activity category. This increase is primarily due to higher professional fees and transaction fees related to the acquisition of Foxberry. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 8.1%.
Analytics Segment
The following table presents the results for the Analytics segment for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues:
Recurring subscriptions$162,128 $147,504 9.9 %$322,679 $292,007 10.5 %
Non-recurring3,867 2,377 62.7 %7,282 4,944 47.3 %
Operating revenues total165,995 149,881 10.8 %329,961 296,951 11.1 %
Adjusted EBITDA expenses84,323 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 increased 10.8% for the three months ended June 30, 2024, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products. The increase was also driven by an increase
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in non-recurring revenues 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 three months ended June 30, 2024. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 11.2%.
Analytics segment Adjusted EBITDA expenses decreased 0.5% for the three months ended June 30, 2024, primarily driven by lower compensation expenses across the cost of revenues, G&A and selling and marketing expense activity categories, partially offset by higher compensation expense in the R&D expense activity category. The decrease was primarily driven by increased capitalization of expenses related to internally developed software projects. The decrease was partially offset by an increase in non-compensation costs in the cost of revenues and selling and marketing expense activity categories. The increase was primarily driven by higher 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 decreased 1.0%.
Analytics operating revenues increased 11.1% for the six months ended June 30, 2024, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products. The increase was also driven by an increase in non-recurring revenues 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 six months ended June 30, 2024. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 11.6%.
Analytics segment Adjusted EBITDA expenses increased 3.0% for the six months ended June 30, 2024, primarily driven by higher non-compensation expense across all expense activity categories. The increase reflects higher information technology costs. The increase was also driven by higher compensation expenses across the R&D, G&A and cost of revenues expense activity categories, partially offset by lower compensation expenses in the selling and marketing expense activity category. The increase reflects higher incentive compensation costs, partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 1.9%.
ESG and Climate Segment
The following table presents the results for the ESG and Climate segment for the periods indicated:
Three Months Ended
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues:
Recurring subscriptions$78,000 $70,047 11.4 %$154,418 $135,779 13.7 %
Non-recurring1,855 1,172 58.3 %3,321 2,498 32.9 %
Operating revenues total79,855 71,219 12.1 %157,739 138,277 14.1 %
Adjusted EBITDA expenses55,925 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 increased 12.1% for the three months ended June 30, 2024, primarily driven by growth from recurring subscriptions related to Climate, Screening and Ratings products. Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 10.0%.
ESG and Climate segment Adjusted EBITDA expenses increased 15.5% for the three months ended June 30, 2024, primarily driven by higher compensation expenses across R&D, cost of revenues and G&A expense activity categories, partially offset by lower compensation expenses in the selling and marketing expense activity category. The increase reflects higher wages and salaries and incentive compensation costs. 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 7.0%.
ESG and Climate operating revenues increased 14.1% for the six months ended June 30, 2024, primarily driven by 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 10.5%.
ESG and Climate segment Adjusted EBITDA expenses increased 15.5% for the six months ended June 30, 2024, primarily driven by higher compensation expense across R&D, cost of revenues and G&A expense activity categories, partially offset by lower compensation expense in the selling and marketing expense activity category. The increase reflects higher incentive compensation,
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wages and salaries and benefits costs. 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 7.0%.
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
June 30,
% Change Six Months Ended
June 30,
% Change
(in thousands)2024202320242023
Operating revenues:
Recurring subscriptions$64,309 $37,427 71.8 %$127,443 $75,761 68.2 %
Non-recurring598 314 90.4 %1,707 688 148.1 %
Operating revenues total64,907 37,741 72.0 %129,150 76,449 68.9 %
Adjusted EBITDA expenses47,544 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 increased 72.0% for the three months ended June 30, 2024, primarily driven by revenues attributable to the step acquisition of Burgiss as well as growth in recurring subscriptions related to Performance Insights products. Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 1.3%.
All Other – Private Assets segment Adjusted EBITDA expenses increased 86.8% for the three months ended June 30, 2024, driven by higher compensation and non-compensation expenses across all expense activity categories primarily due to the step acquisition of Burgiss. 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 6.3%.
All Other – Private Assets operating revenues increased 68.9% for the six months ended June 30, 2024, primarily driven by revenues attributable to the step acquisition of Burgiss as well as growth in recurring subscriptions from Index Intel and RCA products. Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 2.0%.
All Other – Private Assets segment Adjusted EBITDA expenses increased 91.8% for the six months ended June 30, 2024, driven by higher compensation and non-compensation expenses across all expense activity categories, primarily due to the step acquisition of Burgiss. 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 4.9%.
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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 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.
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.
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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
(in thousands)June 30,
2024
June 30,
2023
Index:
Recurring subscriptions$891,633 $818,780 8.9 %
Asset-based fees646,811 557,414 16.0 %
Index total1,538,444 1,376,194 11.8 %
Analytics674,609 631,218 6.9 %
ESG and Climate333,683 291,802 14.4 %
All Other - Private Assets260,556 150,587 73.0 %
Total Run Rate$2,807,292 $2,449,801 14.6 %
Recurring subscriptions total$2,160,481 $1,892,387 14.2 %
Asset-based fees646,811 557,414 16.0 %
Total Run Rate$2,807,292 $2,449,801 14.6 %
Total Run Rate increased 14.6%, driven by a 14.2% increase from recurring subscriptions and a 16.0% increase from asset-based fees. Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations, recurring subscriptions Run Rate would have increased 8.6%.
Run Rate from Index recurring subscriptions increased 8.9%, primarily driven by growth from market cap-weighted and custom Index products and special packages. The increase reflected growth across all regions. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index Run Rate would have increased 8.8%.
Run Rate from Index asset-based fees increased 16.0%, primarily driven by higher AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Run Rate from Analytics products increased 6.9%, primarily driven by growth in both Multi-Asset Class and Equity Analytics products, and reflected growth across all 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 7.4%.
Run Rate from ESG and Climate products increased 14.4%, driven by strong growth in Ratings, Climate and Screening products with contributions across 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 13.4%.
Run Rate from All Other - Private Assets increased 73.0%, and included $105.6 million associated with Burgiss. Excluding the impact of the step acquisition of Burgiss, the growth was primarily driven by Index Intel and RCA products. 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 3.0%.
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
39

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.
The following table presents our recurring subscription sales, cancellations and non-recurring sales by reportable segment for the periods indicated:
Three Months Ended%
Change
Six Months Ended%
Change
(in thousands)June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
New recurring subscription sales
Index$31,297 $31,088 0.7 %$54,810 $56,178 (2.4 %)
Analytics21,269 18,290 16.3 %35,357 31,964 10.6 %
ESG and Climate18,557 13,887 33.6 %30,028 26,373 13.9 %
All Other - Private Assets11,654 4,815 142.0 %19,918 9,958 100.0 %
New recurring subscription sales total82,777 68,080 21.6 %140,113 124,473 12.6 %
Subscription cancellations
Index(10,312)(8,133)26.8 %(25,014)(15,215)64.4 %
Analytics(6,900)(7,368)(6.4 %)(17,694)(16,551)6.9 %
ESG and Climate(4,570)(2,057)122.2 %(11,921)(4,692)154.1 %
All Other - Private Assets(5,580)(2,625)112.6 %(10,502)(5,481)91.6 %
Subscription cancellations total(27,362)(20,183)35.6 %(65,131)(41,939)55.3 %
Net new recurring subscription sales
Index20,985 22,955 (8.6 %)29,796 40,963 (27.3 %)
Analytics14,369 10,922 31.6 %17,663 15,413 14.6 %
ESG and Climate13,987 11,830 18.2 %18,107 21,681 (16.5 %)
All Other - Private Assets6,074 2,190 177.4 %9,416 4,477 110.3 %
Net new recurring subscription sales total55,415 47,897 15.7 %74,982 82,534 (9.2 %)
Non-recurring sales
Index17,993 26,904 (33.1 %)30,804 39,686 (22.4 %)
Analytics4,057 4,158 (2.4 %)6,519 5,528 17.9 %
ESG and Climate2,835 1,315 115.6 %4,507 2,534 77.9 %
All Other - Private Assets752 594 26.6 %1,841 807 128.1 %
Non-recurring sales total25,637 32,971 (22.2 %)43,671 48,555 (10.1 %)
Gross sales
Index$49,290 $57,992 (15.0 %)$85,614 $95,864 (10.7 %)
Analytics25,326 22,448 12.8 %41,876 37,492 11.7 %
ESG and Climate21,392 15,202 40.7 %34,535 28,907 19.5 %
All Other - Private Assets12,406 5,409 129.4 %21,759 10,765 102.1 %
Total gross sales$108,414 $101,051 7.3 %$183,784 $173,028 6.2 %
Net sales
Index$38,978 $49,859 (21.8 %)$60,600 $80,649 (24.9 %)
Analytics18,426 15,080 22.2 %24,182 20,941 15.5 %
ESG and Climate16,822 13,145 28.0 %22,614 24,215 (6.6 %)
All Other - Private Assets6,826 2,784 145.2 %11,257 5,284 113.0 %
Total net sales$81,052 $80,868 0.2 %$118,653 $131,089 (9.5 %)
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A significant portion of 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.
Retention Rate
The following table presents our Retention Rate by reportable segment for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Index(1)
95.2%95.8%94.2%96.1%
Analytics(1)
95.8%95.2%94.7%94.6%
ESG and Climate(1)
94.3%96.9%92.5%96.5%
All Other - Private Assets(1)
91.2%92.8%91.7%92.5%
Total(1)
94.8%95.5%93.8%95.4%
___________________________
(1)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 June 30, 2024, respectively. 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 June 30, 2024, respectively. 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 June 30, 2024, respectively. Retention rate for All Other – Private Assets excluding the impact of the step acquisition of Burgiss was 90.1% and 90.0% for the three and six months and year ended June 30, 2024, respectively. Total retention rate excluding the impact of the acquisitions of Foxberry, Fabric, Trove, and Burgiss was 94.9% and 93.8% for three and six months and year ended June 30, 2024, respectively.
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.
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, 2023 or critical accounting estimates applied in the fiscal year ended December 31, 2023.

41

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 business strategy, we regularly evaluate acquisition and strategic partnership opportunities. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.
Senior Notes and Credit Agreement
As of June 30, 2024, we had an aggregate of $4,200.0 million in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of June 30, 2024 an aggregate of $336.9 million in outstanding borrowings under the revolving credit facility. See Note 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 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”). Upon the closing of the Credit Agreement on January 26, 2024, the subsidiary guarantors’ were released from their guarantees under the Prior Credit Agreement and the indentures governing our Senior Notes (the “Indentures”).
The Indentures among us 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, and that limit the ability of our subsidiaries to incur certain indebtedness. The Credit Agreement also contains 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, 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 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 June 30, 2024, our Consolidated Leverage Ratio was 2.49:1.00 and our Consolidated Interest Coverage Ratio was 9.45:1.00.

42

Share Repurchases
The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases:
six months ended
(in thousands except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
June 30, 2024$483.79 499$241,518 
June 30, 2023$468.31 941$440,847 
___________________________
(1)The values in this column exclude the 1% excise tax incurred on share repurchases. 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).
As of June 30, 2024, there was $604.2 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 July 22, 2024, the Board of Directors declared a quarterly cash dividend of $1.60 per share for the three months ending September 30, 2024. The third quarter 2024 dividend is payable on August 30, 2024 to shareholders of record as of the close of trading on August 16, 2024.
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)June 30,
2024
December 31,
2023
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 
We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of June 30, 2024 and December 31, 2023, $210.1 million and $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.
43

Net Cash Provided by (Used In) Operating, Investing and Financing Activities
Six Months Ended
June 30,
(in thousands)20242023
Net cash provided by operating activities$649,385 $555,945 
Net cash (used in) investing activities(79,458)(48,430)
Net cash (used in) provided by financing activities(575,859)(712,052)
Effect of exchange rate changes(4,360)3,302 
Net (decrease) increase in cash, cash equivalents and restricted cash
$(10,292)$(201,235)
Cash Flows From Operating Activities
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 and lower cash paid for income taxes, partially offset by higher payments for cash expenses.
Our primary uses of cash from operating activities are for the payment of cash compensation 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.
Cash Flows From Investing Activities
The year-over-year change was primarily driven by the acquisitions of Fabric and Foxberry and higher capitalized software development costs.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by the impact of lower share repurchases, partially offset by higher dividend payments.
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 six months ended June 30, 2024 and 2023, 16.7% and 16.8%, respectively, of our revenues are 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 16.7% of non-U.S. dollar exposure for the six months ended June 30, 2024, 41.9% was in Euros, 33.0% was in British pounds sterling and 17.6% was in Japanese yen. Of the 16.8% of non-U.S. dollar exposure for the six months ended June 30, 2023, 42.2% was in Euros, 31.3% was in British pounds sterling and 18.0% was in Japanese yen.
Revenues from asset-based fees represented 22.6% and 22.4% of operating revenues for the six months ended June 30, 2024 and 2023, 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 42.0% and 43.5% of our operating expenses for the six months ended June 30, 2024 and 2023, 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.
44

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 $2.3 million and $3.9 million for the six months ended June 30, 2024 and 2023, 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 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 June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45

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, 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, 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 June 30, 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 June 30, 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)
April 1, 2024 - April 30, 20246,924 $471.71 6,804 $842,467,000 
May 1, 2024 - May 31, 2024206,185 $479.20 204,634 $744,393,000 
June 1, 2024 - June 30, 2024287,954 $487.31 287,786 $604,155,000 
Total501,063 $483.76 499,224 $604,155,000 
___________________________
(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 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 June 30, 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.
46

Item 6.    Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
3.1
3.2
*†10.1
*31.1
*31.2
**32.1
*101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
*Filed herewith.
**Furnished herewith.

† Indicates a management compensation plan, contract or arrangement.

    
47

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: July 23, 2024
MSCI INC.
(Registrant)
By:/s/ Andrew C. Wiechmann
Andrew C. Wiechmann
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
48

Exhibit 10.1
20[●] AWARD AGREEMENT
FOR RESTRICTED STOCK UNITS
FOR DIRECTORS
UNDER THE MSCI INC. 2016 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
MSCI Inc. (“MSCI,” together with its subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. The awards are being granted under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (as may be amended from time to time, the “Plan”).
Participant:    [●]
Number of RSUs Granted:    [●] RSUs
Grant Date:    [●] (the “Grant Date”)
Vesting Schedule:    [●] (such date, the “Vesting Date”).
Provided you continue to provide services to the Company through the Vesting Date, the RSUs will vest and convert as provided above and as further described in Exhibit A attached hereto. Your RSUs may be subject to forfeiture if you terminate service with the Company before the Vesting Date, as set forth in the Plan and this Restricted Stock Unit Award Agreement (including Exhibit A and Exhibit B attached hereto, this “Award Agreement”).
You will be deemed to have accepted this award of RSUs and agreed to be bound by the terms and conditions of this Award Agreement, unless you inform the Company in writing within 60 days of the Grant Date that you wish to reject this award of RSUs.
You agree that this Award Agreement is granted under the Plan and governed by the terms and conditions of the Plan and Exhibit A and Exhibit B attached hereto. You will be able to access a prospectus and tax supplement that contains important information about this award via the MSCI website or your brokerage account. Unless defined in this Award Agreement, capitalized terms shall have the meanings ascribed to them in the Plan.
IN WITNESS WHEREOF, MSCI has duly executed and delivered this Award Agreement as of the Grant Date.


MSCI Inc.
Name:
Title:




EXHIBIT A
TERMS AND CONDITIONS
OF THE 20
[●] RESTRICTED STOCK UNIT AWARD AGREEMENT
Section 1.RSUs Generally. MSCI has awarded you RSUs as an incentive for you to continue to provide services as a director of MSCI and to, among other things, align your interests with those of the Company and to reward you for your continued service as a director of MSCI in the future. As such, you will earn your RSUs for 20[●] only if you remain in continuous service as a director of MSCI through the Vesting Date, or as otherwise set forth below. Each RSU corresponds to one share of MSCI common stock, par value $0.01 per share (each, a “Share”). Each RSU constitutes a contingent and unsecured promise by MSCI to deliver one Share on the conversion date for such RSU. As the holder of RSUs, you have only the rights of a general unsecured creditor of MSCI. To the extent that you are subject to taxation in the United States, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes rules relating to the taxation of deferred compensation, including your 20[●] RSU award. The Company reserves the right to modify the terms of your 20[●] RSU award, including, without limitation, the payment provisions applicable to your RSUs, to the extent necessary or advisable to comply with Section 409A.
Section 2.Vesting Schedule and Conversion.
(a)Vesting Schedule. Your RSUs will vest in full on the Vesting Date; provided that, subject to Section 4 and Section 5, you continue to provide future services to the Company by remaining in continuous service as a director of MSCI through the Vesting Date.
(b)Conversion.
(i)Except as otherwise provided in this Award Agreement or pursuant to any election form submitted in connection with the MSCI Inc. Non-Employee Directors Deferral Plan (as amended), each of your vested RSUs will convert to one Share within 30 days following the Vesting Date.
(ii)Shares to which you are entitled to receive upon conversion of RSUs under any provision of this Award Agreement shall not be subject to any transfer restrictions, other than those that may arise under securities laws or the Company’s policies.
(c)Stock Ownership Guidelines. You agree and acknowledge that the Shares issuable to you upon the settlement of the RSUs shall be subject to the terms and conditions of MSCI’s Non-Employee Director Stock Ownership Guidelines (the “Ownership Guidelines”), as may be in effect from time to time. You agree and acknowledge that a copy of the Ownership Guidelines has been previously made available to you and that you understand and acknowledge the terms of such Ownership Guidelines and the terms of this Section 2(c).
Section 3.Dividend Equivalent Payments. Until your RSUs convert to Shares, if and when MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit B. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the
A-1


Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.
Section 4.Termination of Service. Upon termination of service as a director of MSCI prior to the Vesting Date, pursuant to this Section 4, the following special vesting and payment terms will apply to your unvested RSUs:
(a)Termination of Service Due to Death or Disability. If your service as a director of MSCI terminates due to death or Disability, in each case, prior to the Vesting Date, your unvested RSUs will immediately vest and convert into Shares on the date your service as a director of MSCI terminates or within 30 days thereafter. Upon a termination of service due to death, such Shares will be delivered in accordance with Section 7. For purposes of this Award Agreement, “Disability” means your “permanent and total disability” (as defined in Section 22(e) of the Code).
(b)Termination of Service and Cancellation of Awards. Unless otherwise determined by the Board, your unvested RSUs will be canceled and forfeited in full if your service as a director of MSCI terminates prior to the earlier of (i) the date of MSCI’s annual general shareholders meeting to be held during the same year as the Vesting Date if either (x) you decide not to stand for re-election at such annual shareholders meeting or (y) you are not eligible to stand for re-election at such annual shareholders meeting pursuant to the Retirement Policy set forth in the Board’s Corporate Governance Policies and (ii) the Vesting Date, in each case for any reason other than as set forth in Section 4(a) and Section 5 of this Award Agreement.
Section 5.Change in Control. In the event of a Change in Control, all of your RSUs will immediately vest and convert into Shares effective on the date of such Change in Control.
Section 6.Nontransferability. You may not sell, pledge, hypothecate, assign or otherwise transfer your RSUs, including with respect to shares subject to any retention requirements under the Ownership Guidelines, other than as provided in Section 7 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will or the laws of descent and distribution or otherwise as provided by the Board. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, payments relating to the RSUs will be made only to you. Your personal representatives, heirs, legatees, beneficiaries, successors and assigns, and those of MSCI, shall all be bound by, and shall benefit from, the terms and conditions of your award.
Section 7.Designation of a Beneficiary. Any designation of a beneficiary or beneficiaries to receive all or part of the Shares to be paid under this Award Agreement in the event of your death will be governed by local law. To make a beneficiary designation, you must coordinate with your personal tax or estate planning representative. Any Shares that become payable upon your death will be distributed to your estate in accordance with local law rules. You may replace or revoke your beneficiary designation at any time. If there is any question as to the legal right of any beneficiary(ies) to receive Shares under this Award Agreement, MSCI may determine in its sole discretion to deliver the Shares in question to your estate. MSCI’s determination shall be binding and conclusive on all persons, and it will have no further liability to anyone with respect to such Shares.
Section 8.Ownership and Possession.
(a)Prior to Conversion. Prior to conversion of your RSUs, you will not have any rights as a stockholder in the Shares corresponding to your RSUs. However, you will receive dividend equivalent payments, as set forth in Section 3 of this Award Agreement.
A-2


(b)Following Conversion. Following conversion of your RSUs, you will be the beneficial owner of the Shares issued to you, and you will be entitled to all rights of ownership, including voting rights and the right to receive cash or stock dividends or other distributions paid on the Shares.
Section 9.Securities Law Compliance Matters. MSCI may, if it determines it is appropriate, affix any legend to the stock certificates representing Shares issued upon conversion of your RSUs and any stock certificates that may subsequently be issued in substitution for the original certificates. MSCI may advise the transfer agent to place a stop order against such Shares if it determines that such an order is necessary or advisable.
Section 10.Compliance with Laws and Regulations. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Shares issued upon conversion of your RSUs (whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges, associations or other institutions with which MSCI has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.
Section 11.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Section 12.Consents under Local Law. Your award is conditioned upon the making of all filings and the receipt of all consents or authorizations required to comply with, or be obtained under, applicable local law.
Section 13.Award Modification and Section 409A.
(a)Award Modification. MSCI reserves the right to modify or amend unilaterally the terms and conditions of your RSUs, without first asking your consent, or to waive any terms and conditions that operate in favor of MSCI. MSCI may not modify your RSUs in a manner that would materially impair your rights in your RSUs without your consent; provided, however, that MSCI may, without your consent, amend or modify your RSUs in any manner that MSCI considers necessary or advisable to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. MSCI will notify you of any amendment of your RSUs that affects your rights. Any amendment or waiver of a provision of this Award Agreement (other than any amendment or waiver applicable to all recipients generally), which amendment or waiver operates in your favor or confers a benefit on you, must be in writing and signed by the Chief Human Resources Officer, the Chief Financial Officer or the General Counsel (or if such positions no longer exist, by the holders of equivalent positions) to be effective.
(b)Section 409A. You understand and agree that all payments made pursuant to this Award Agreement are intended to be exempt and/or comply with Section 409A, and shall be interpreted on a basis consistent with such intent. Notwithstanding the other provisions of this Award Agreement to the contrary, to the extent that MSCI determines it necessary to comply with Section 409A, if MSCI considers you to be one of its “specified employees” at the time of your “separation from service” (as such terms are defined in Section 409A) from the Company, and any amount hereunder constitutes “deferred compensation” subject to Section 409A, then any distribution of such amount (including the conversion of the RSUs in Shares) that otherwise would be made to you as a result of such “separation from service” shall not be made until the expiration of the six-month period measured from the date of your separation from service from the Company (such period, the “Delay Period”), except to the extent that earlier distribution would not result in you incurring interest or additional tax under Section 409A. Any conversion of such RSUs into Shares that would have occurred during the Delay Period but for the immediately preceding sentence shall be satisfied
A-3


either by (i) conversion of such RSUs into Shares on the first business day following the Delay Period or (ii) a cash payment on the first business day following the Delay Period equal to the value of such RSUs on the scheduled conversion date (based on the value of the Shares on such date) plus accrued interest as determined by MSCI.
Section 14.Severability. In the event MSCI determines that any provision of this Award Agreement would cause you to be in constructive receipt for United States federal or state income tax purposes of any portion of your award, then such provision will be considered null and void and this Award Agreement will be construed and enforced as if the provision had not been included in this Award Agreement as of the date such provision was determined to cause you to be in constructive receipt of any portion of your award.
Section 15.Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder in accordance with this Award Agreement or the Plan.
Section 16.Venue. For purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.
Section 17.Rule of Construction for Timing of Conversion. With respect to each provision of this Award Agreement that provides for your RSUs to convert to Shares on the Vesting Date or upon a different specified event or date, such conversion will be considered to have been timely made, and neither you nor any of your beneficiaries or your estate shall have any claim against the Company for damages based on a delay in payment, and the Company shall have no liability to you (or to any of your beneficiaries or your estate) in respect of any such delay, as long as payment is made by December 31 of the year in which the Vesting Date or such other specified event or date occurs, or if later, by March 15th of the year following such specified event or date.
Section 18.Non-U.S. Directors. The following provisions will apply to you if you are providing services as a director of MSCI and reside outside of the United States. For the avoidance of doubt, if you reside in the United States and subsequently relocate to another country after the Grant Date, or if you reside in another country and subsequently relocate to the United States after the Grant Date, the following provisions may apply to you to the extent MSCI determines that the application of such terms and conditions is necessary or advisable for tax, legal or administrative reasons.
(a)    Tax and Other Withholding Obligations.
You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or liabilities, howsoever arising in any jurisdictions, related to your participation in the Plan and legally applicable or deemed applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (i) makes no representations or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or the underlying shares, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividend equivalents and/or dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
A-4


Pursuant to rules and procedures that MSCI establishes, Tax-Related Items arising upon any relevant taxable or tax withholding event (as applicable) of your RSUs may be satisfied, in the Board’s sole discretion, by having MSCI withhold Shares, or by having MSCI withhold cash or amounts from your director fees, compensation, or other amounts payable to you if MSCI provides for a cash withholding option, in each case in an amount sufficient to satisfy the Tax-Related Items withholding obligations. Shares withheld will be valued using the fair market value of the Shares on the date your RSUs convert, using a valuation methodology established by MSCI. In order to comply with applicable accounting standards or the Company’s policies in effect from time to time, MSCI may limit the amount of Shares that you may have withheld. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
In the event that withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by your acceptance of the RSUs, you authorize and direct MSCI and any brokerage firm determined acceptable to MSCI to sell on your behalf a whole number of Shares from those Shares issued to you as MSCI determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the stock equivalent.
Finally, you agree to pay to the Company, including through withholding from any director fees, compensation, or other amounts payable to you by MSCI, any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. MSCI may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
(b)    Nature of Grant. In accepting the RSUs, you acknowledge, understand and agree that:
(i)the Plan is established voluntarily by MSCI, it is discretionary in nature and it may be modified, amended, suspended or terminated by MSCI at any time, to the extent permitted by the Plan;
(ii)this RSU award is not a director, employment and/or service agreement, and nothing in this Award Agreement or your participation in the Plan shall create a right to continued service as a director of MSCI or interfere with the ability of MSCI to terminate your service relationship (if any);
(iii)this award, and all other awards of RSUs and other equity-based awards, are exceptional, discretionary, voluntary and occasional. This award does not confer on you any contractual or other right or entitlement to receive another award of RSUs, any other equity-based award or benefits in lieu of RSUs at any time in the future or in respect of any future period;
(iv)MSCI has made this award to you in its sole discretion. All decisions with respect to future RSU or other grants, if any, will be at the sole discretion of MSCI;
(v)you are voluntarily participating in the Plan;
(vi)the grant of RSUs and the Shares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights, director fees or other compensation;
A-5


(vii)this award does not confer on you any right or entitlement to receive director fees or other compensation in any specific amount;
(viii)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(ix)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your service as a director of MSCI; and
(x)the Company shall not be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
(c)    Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other RSU grant materials by and among, as applicable, MSCI and any subsidiary of MSCI for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in MSCI, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to E*Trade Financial Corporate Services, Inc. and/or its affiliates (“E*Trade”), or such other stock plan service provider as may be selected by MSCI in the future, which is assisting MSCI with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the U.S. or elsewhere, and that the recipients’ country of operation (e.g., the U.S.) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local Human Resources representative. You authorize MSCI, E*Trade, and any other possible recipients which may assist MSCI (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand if you reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, or exercise any additional right available under applicable law, by contacting in writing the Corporate Secretary and Global Head of Executive Compensation and Benefits. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your service with the Company will not be affected; the only consequence of refusing or withdrawing your consent is that MSCI would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources representative.
Finally, upon request by MSCI and/or any Subsidiary, you agree to provide an executed data privacy consent form (or any other agreements or consents) that MSCI and/or any Subsidiary may deem necessary to obtain from you for the purpose of administering your participation in the Plan in
A-6


compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by MSCI and/or any Subsidiary.
(d)    Language. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(e)    Electronic Delivery and Acceptance. MSCI may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by MSCI or a third party designated by MSCI.
(f)    Exhibit B. Notwithstanding any provisions in this Award Agreement, the RSUs shall be subject to any additional terms and conditions set forth in Exhibit B to this Award Agreement for your country. Moreover, if you relocate to one of the countries included in Exhibit B, the additional terms and conditions for such country will apply to you, to the extent MSCI determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit B constitutes part of this Award Agreement.
(g)    Insider Trading Restrictions/Market Abuse Laws. By accepting the RSUs, you acknowledge that you are bound by all the terms and conditions of any MSCI insider trading policy as may be in effect from time to time. You further acknowledge that, depending on your country of residence, you may be or may become subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs) or rights linked to the value of Shares (e.g., phantom awards, futures) under the Plan during such times as you are considered to have “inside information” regarding MSCI (as determined under the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information. Furthermore, you may be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or otherwise causing them to buy or sell securities. Third parties include other service providers of MSCI and any of its subsidiaries. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that you are responsible for ensuring compliance with any applicable restrictions and you should consult your personal legal advisor on this matter.
(h)    Foreign Asset/Account, Exchange Control Reporting. Your country may have certain exchange control and/or foreign asset/account reporting requirements which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents received or sale proceeds resulting from the sale of Shares) in a brokerage or bank account outside of your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You acknowledge that it is your responsibility to comply with any applicable regulations, and that you should consult your personal advisor on this matter.

A-7


EXHIBIT B
COUNTRY-SPECIFIC TERMS AND CONDITIONS
[●]
B-1

Exhibit 31.1
SECTION 302 CERTIFICATION
I, Henry A. Fernandez, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MSCI Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 23, 2024
/s/ Henry A. Fernandez
Henry A. Fernandez
Chairman and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
SECTION 302 CERTIFICATION
I, Andrew C. Wiechmann, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MSCI Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 23, 2024
/s/ Andrew C. Wiechmann
Andrew C. Wiechmann
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Henry A. Fernandez, Chairman and Chief Executive Officer of MSCI Inc. (the “Registrant”) and Andrew C. Wiechmann, Chief Financial Officer of the Registrant, each hereby certifies that, to the best of his/her knowledge:
1.The Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Periodic Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Registrant at the end of the period covered by the Periodic Report and results of operations of the Registrant for the periods covered by the Periodic Report.
Date: July 23, 2024
/s/ Henry A. Fernandez/s/ Andrew C. Wiechmann
Henry A. Fernandez
Chairman and Chief Executive Officer
(Principal Executive Officer)
Andrew C. Wiechmann
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

v3.24.2
Cover Page - shares
6 Months Ended
Jun. 30, 2024
Jul. 16, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-33812  
Entity Registrant Name MSCI INC.  
Entity Incorporation, State or Country Code DE  
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  
Title of 12(b) Security Common stock, par value $0.01 per share  
Trading Symbol MSCI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   78,649,981
Entity Central Index Key 0001408198  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents (includes restricted cash of $3,883 and $3,878 at June 30, 2024 and December 31, 2023, respectively) $ 451,401 $ 461,693
Accounts receivable (net of allowances of $4,476 and $3,968 at June 30, 2024 and December 31, 2023, respectively) 709,487 839,555
Prepaid income taxes 98,611 59,002
Prepaid and other assets 55,553 57,903
Total current assets 1,315,052 1,418,153
Property, equipment and leasehold improvements, net 63,974 55,920
Right of use assets 129,542 115,243
Goodwill 2,909,415 2,887,692
Intangible assets, net 949,166 956,234
Deferred tax assets 40,213 41,074
Other non-current assets 49,471 43,903
Total assets 5,456,833 5,518,219
Current liabilities:    
Accounts payable 12,922 9,812
Income taxes payable 24,919 24,709
Accrued compensation and related benefits 129,978 219,456
Current portion of long-term debt 0 10,902
Other accrued liabilities 190,626 168,282
Deferred revenue 1,017,997 1,083,864
Total current liabilities 1,376,442 1,517,025
Long-term debt 4,508,730 4,496,826
Long-term operating lease liabilities 130,559 120,134
Deferred tax liabilities 69,684 27,028
Other non-current liabilities 105,901 96,970
Total liabilities 6,191,316 6,257,983
Commitments and Contingencies (see Note 8)
Shareholders’ equity (deficit):    
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued) 0 0
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,075,817 and 133,817,332 common shares issued and 78,749,685 and 79,091,212 common shares outstanding at June 30, 2024 and December 31, 2023, respectively) 1,341 1,338
Treasury shares, at cost (55,326,132 and 54,726,120 common shares held at June 30, 2024 and December 31, 2023, respectively) (6,759,019) (6,447,101)
Additional paid in capital 1,642,385 1,587,670
Retained earnings 4,445,645 4,179,681
Accumulated other comprehensive loss (64,835) (61,352)
Total shareholders’ equity (deficit) (734,483) (739,764)
Liabilities and Equity, Total $ 5,456,833 $ 5,518,219
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Restricted cash, current $ 3,883 $ 3,878
Accounts receivable, allowance for credit loss, current $ 4,476 $ 3,968
Preferred stock, par value (in USD per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in USD per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 750,000,000 750,000,000
Common stock, shares issued (in shares) 134,075,817 133,817,332
Common stock, shares outstanding (in shares) 78,749,685 79,091,212
Shares repurchased (in shares) 55,326,132 54,726,120
Liabilities and Equity $ 5,456,833 $ 5,518,219
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Operating revenues $ 707,949 $ 621,157 $ 1,387,914 $ 1,213,375
Costs and Expenses [Abstract]        
Cost of revenues (exclusive of depreciation and amortization) 128,109 110,066 256,623 218,713
Selling and marketing 71,454 67,988 143,622 134,463
Research and development 41,073 30,140 81,598 61,463
General and administrative 39,706 35,657 96,397 76,701
Amortization of intangible assets 40,773 26,154 79,377 50,821
Depreciation and amortization of property, equipment and leasehold improvements 4,226 5,199 8,307 10,659
Total operating expenses 325,341 275,204 665,924 552,820
Operating income 382,608 345,953 721,990 660,555
Interest income (6,110) (10,403) (12,158) (20,765)
Interest expense 46,633 46,617 93,307 92,823
Other expense (income) 2,091 2,581 4,954 4,967
Other expense (income), net 42,614 38,795 86,103 77,025
Income before provision for income taxes 339,994 307,158 635,887 583,530
Provision for income taxes 73,236 60,333 113,175 97,977
Net income $ 266,758 $ 246,825 $ 522,712 $ 485,553
Earnings per share:        
Basic (in USD per share) $ 3.37 $ 3.10 $ 6.60 $ 6.08
Diluted (in USD per share) $ 3.37 $ 3.09 $ 6.59 $ 6.05
Weighted average shares outstanding:        
Basic (in USD per share) 79,085 79,592 79,140 79,815
Diluted (in USD per share) 79,245 79,905 79,377 80,193
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 266,758 $ 246,825 $ 522,712 $ 485,553
Other comprehensive income (loss):        
Foreign currency translation adjustments (1,255) 2,516 (3,797) 6,878
Income tax effect (117) (323) 212 (1,431)
Foreign currency translation adjustments, net (1,372) 2,193 (3,585) 5,447
Pension and other post-retirement adjustments 85 (1,581) 106 (2,094)
Income tax effect 9 179 (4) 213
Pension and other post-retirement adjustments, net 94 (1,402) 102 (1,881)
Other comprehensive income (loss), net of tax (1,278) 791 (3,483) 3,566
Comprehensive income $ 265,480 $ 247,616 $ 519,229 $ 489,119
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands
Total
Common Stock
Treasury Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Beginning Balance at Dec. 31, 2022 $ (1,007,925) $ 1,336 $ (5,938,116) $ 1,515,874 $ 3,473,192 $ (60,211)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 238,728       238,728  
Dividends declared (111,986)       (111,986)  
Dividends paid in shares 44     44    
Other comprehensive income (loss), net of tax 2,775         2,775
Common stock issued 2 2        
Shares withheld for tax withholding (43,960)   (43,960)      
Compensation payable in common stock 20,988     20,988    
Common stock repurchased and held in treasury 0          
Common stock issued to Directors and (held in)/released from treasury (30)   (30)      
Ending Balance at Mar. 31, 2023 (901,364) 1,338 (5,982,106) 1,536,906 3,599,934 (57,436)
Beginning Balance at Dec. 31, 2022 (1,007,925) 1,336 (5,938,116) 1,515,874 3,473,192 (60,211)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 485,553          
Other comprehensive income (loss), net of tax 3,566          
Ending Balance at Jun. 30, 2023 (1,193,668) 1,338 (6,428,102) 1,553,365 3,736,376 (56,645)
Beginning Balance at Mar. 31, 2023 (901,364) 1,338 (5,982,106) 1,536,906 3,599,934 (57,436)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 246,825       246,825  
Dividends declared (110,383)       (110,383)  
Dividends paid in shares 33     33    
Other comprehensive income (loss), net of tax 791         791
Common stock issued 0          
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)      
Ending Balance at Jun. 30, 2023 (1,193,668) 1,338 (6,428,102) 1,553,365 3,736,376 (56,645)
Beginning Balance at Dec. 31, 2023 (739,764) 1,338 (6,447,101) 1,587,670 4,179,681 (61,352)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 255,954       255,954  
Dividends declared (129,444)       (129,444)  
Dividends paid in shares 74     74    
Other comprehensive income (loss), net of tax (2,205)         (2,205)
Common stock issued 3 3        
Shares withheld for tax withholding (69,991)   (69,991)      
Compensation payable in common stock 34,894     34,894    
Common stock repurchased and held in treasury 0        
Common stock issued to Directors and (held in)/released from treasury (38)   (38)      
Ending Balance at Mar. 31, 2024 (650,517) 1,341 (6,517,130) 1,622,638 4,306,191 (63,557)
Beginning Balance at Dec. 31, 2023 (739,764) 1,338 (6,447,101) 1,587,670 4,179,681 (61,352)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 522,712          
Other comprehensive income (loss), net of tax (3,483)          
Ending Balance at Jun. 30, 2024 (734,483) 1,341 (6,759,019) 1,642,385 4,445,645 (64,835)
Beginning Balance at Mar. 31, 2024 (650,517) 1,341 (6,517,130) 1,622,638 4,306,191 (63,557)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 266,758       266,758  
Dividends declared (127,304)       (127,304)  
Dividends paid in shares 40     40    
Other comprehensive income (loss), net of tax (1,278)         (1,278)
Common stock issued 0          
Shares withheld for tax withholding (200)   (200)      
Compensation payable in common stock 19,707     19,707    
Common stock repurchased and held in treasury (243,035)   (243,035)      
Common stock issued to Directors and (held in)/released from treasury 1,346   1,346      
Ending Balance at Jun. 30, 2024 $ (734,483) $ 1,341 $ (6,759,019) $ 1,642,385 $ 4,445,645 $ (64,835)
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]            
Dividend declared per common share (in USD per share) $ 1.60 $ 1.60 $ 1.38 $ 1.38 $ 3.20 $ 2.76
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income $ 522,712 $ 485,553
Adjustments to reconcile net income to net cash provided by operating activities:    
Amortization of intangible assets 79,377 50,821
Stock-based compensation expense 53,732 37,231
Depreciation and amortization of property, equipment and leasehold improvements 8,307 10,659
Amortization of right of use assets 11,837 11,586
Amortization of debt origination fees 2,567 2,526
Loss on extinguishment of debt 1,510 0
Deferred taxes 42,555 (11,766)
Other adjustments (3,085) 5,978
Changes in assets and liabilities:    
Accounts receivable 125,264 50,985
Prepaid income taxes (39,595) (32,729)
Prepaid and other assets 1,676 5,836
Other non-current assets (1,961) (3,109)
Accounts payable 2,646 (7,850)
Income taxes payable 2,134 3,547
Accrued compensation and related benefits (84,865) (65,529)
Other accrued liabilities 3,162 2,869
Deferred revenue (60,128) 23,443
Long-term operating lease liabilities (12,387) (10,396)
Other non-current liabilities (6,019) (3,515)
Other (54) (195)
Net cash provided by operating activities 649,385 555,945
Cash flows from investing activities    
Capitalized software development costs (38,673) (32,663)
Capital expenditures (12,889) (15,378)
Cash paid for acquisitions, net of cash acquired (27,467) 0
Other (429) (389)
Net cash used in investing activities (79,458) (48,430)
Cash flows from financing activities    
Repurchase of common stock held in treasury (311,709) (485,417)
Payment of dividends (258,223) (222,260)
Repayment of borrowings (339,063) (4,375)
Proceeds from borrowings 336,875 0
Payment of debt issuance costs (3,739) 0
Net cash used in financing activities (575,859) (712,052)
Effect of exchange rate changes (4,360) 3,302
Net (decrease) increase in cash, cash equivalents and restricted cash (10,292) (201,235)
Cash, cash equivalents and restricted cash, beginning of period 461,693 993,564
Cash, cash equivalents and restricted cash, end of period 451,401 792,329
Supplemental disclosure of cash flow information:    
Cash paid for interest 90,732 90,661
Cash paid for income taxes, net of refunds received 113,232 138,587
Supplemental disclosure of non-cash investing activities    
Property, equipment and leasehold improvements in other accrued liabilities 6,809 5,567
Supplemental disclosure of non-cash financing activities    
Cash dividends declared, but not yet paid $ 761 $ 1,014
v3.24.2
INTRODUCTION AND BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
INTRODUCTION AND BASIS OF PRESENTATION INTRODUCTION AND BASIS OF PRESENTATION
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. Our products and services include indexes; portfolio construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and private asset data and analysis.
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.
Concentrations
For the six months ended June 30, 2024 and 2023, BlackRock, Inc. (“BlackRock”) accounted for 10.1% and 10.0% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2024 and 2023, BlackRock accounted for 17.8% and 16.9% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate or All Other – Private Assets segments for the six months ended June 30, 2024 and 2023.
Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2022 to June 30, 2024 were as follows:
(in thousands) Amount
Balance as of December 31, 2022$2,652 
Addition to credit loss expense2,196 
Write-offs, net of recoveries(880)
Balance as of December 31, 2023$3,968 
Addition to credit loss expense1,611 
Write-offs, net of recoveries(1,103)
Balance as of June 30, 2024$4,476 
v3.24.2
RECENT ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
v3.24.2
REVENUE RECOGNITION
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION REVENUE RECOGNITION
MSCI’s operating revenues are reported by product type, which generally reflects the timing of recognition. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$217,032 $162,128 $78,000 $64,309 $521,469 
Asset-based fees163,281 — — — 163,281 
Non-recurring16,879 3,867 1,855 598 23,199 
Total$397,192 $165,995 $79,855 $64,907 $707,949 
For the Six Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$429,984 $322,679 $154,418 $127,443 $1,034,524 
Asset-based fees313,540 — — — 313,540 
Non-recurring27,540 7,282 3,321 1,707 39,850 
Total$771,064 $329,961 $157,739 $129,150 $1,387,914 
For the Three Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$200,714 $147,504 $70,047 $37,427 $455,692 
Asset-based fees138,162 — — — 138,162 
Non-recurring23,440 2,377 1,172 314 27,303 
Total$362,316 $149,881 $71,219 $37,741 $621,157 
For the Six Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$397,392 $292,007 $135,779 $75,761 $900,939 
Asset-based fees271,288 — — — 271,288 
Non-recurring33,018 4,944 2,498 688 41,148 
Total$701,698 $296,951 $138,277 $76,449 $1,213,375 
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2023)
$839,555 $1,083,864 
Closing (June 30, 2024)
709,487 1,017,997 
Increase/(decrease)$(130,068)$(65,867)
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2022)
$663,236 $882,886 
Closing (June 30, 2023)
612,885 909,623 
Increase/(decrease)$(50,351)$26,737 
The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $285.3 million and $705.6 million for the three and six months ended June 30, 2024, respectively, and $269.6 million and $626.2 million for the three and six months ended June 30, 2023, respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of June 30, 2024 and December 31, 2023, the Company carried a long-term deferred revenue balance of $27.4 million and $28.8 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
June 30,
(in thousands)2024
First 12-month period
$879,064 
Second 12-month period
551,575 
Third 12-month period
272,953 
Periods thereafter175,858 
Total$1,879,450 
v3.24.2
EARNINGS PER COMMON SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER COMMON SHARE 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
June 30,
Six Months Ended
June 30,
(in thousands, except per share data)2024202320242023
Net income$266,758 $246,825 $522,712 $485,553 
Basic weighted average common shares outstanding79,085 79,592 79,140 79,815 
Effect of dilutive securities:
PSUs, RSUs and PSOs160 313 237 378 
Diluted weighted average common shares outstanding79,245 79,905 79,377 80,193 
Earnings per common share:
Basic$3.37 $3.10 $6.60 $6.08 
Diluted$3.37 $3.09 $6.59 $6.05 
v3.24.2
ACQUISITIONS
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
On October 2, 2023, the Company acquired the remaining 66.4% interest in The Burgiss Group, LLC (“Burgiss”) for $696.8 million in cash (the “step acquisition”). The Company’s existing 33.6% interest in Burgiss had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million which the Company recognized during the three months ended December 31, 2023. The acquisition of Burgiss will provide the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.
The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within the All Other – Private Assets reportable segment. With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions. Prior to the step acquisition, Burgiss was accounted for as an equity-method investment. Therefore, MSCI did not recognize the proportionate share of Burgiss’ operating revenues, rather, the Company’s proportionate share of the income or loss of Burgiss was reported as a component of other (expense) income, net. A portion of Burgiss’s client agreements do not have automatic renewal clauses at the end of the subscription period. Due to the historically high retention rate, the expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.
The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.
(in thousands) Estimated
Useful Life
Fair Value
Cash and cash equivalents$5,397 
Accounts receivable25,839 
Prepaid Income Taxes30 
Other current assets4,178 
Property, equipment and leasehold improvements, net670 
Right of use assets3,443 
Other non-current assets471 
Deferred revenue(21,479)
Other current liabilities(13,412)
Long-term operating lease liabilities(2,525)
Intangible assets:
Proprietary data11 years229,900 
Customer relationships21 years179,900 
Acquired technology and software3 years19,000 
Trademarks1 year900 
Goodwill617,622 
Net assets acquired$1,049,934 
The Company, with the assistance of third-party valuation experts, calculated the fair values of intangible assets using the relief from royalty method for proprietary data, acquired technology and software and trademarks and the multi-period excess earnings method for customer relationships. The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates. The weighted average amortization period of the acquired intangible assets was 14.8 years.
The recorded goodwill is primarily attributable to the expected synergies from the utilization of the acquired data as well as expanded market opportunities. Goodwill attributable to the acquisition is deductible for federal income tax purposes to the extent of consideration paid.
Revenue of Burgiss recognized within the consolidated financial statements was $26.8 million and $51.0 million for the three and six months ended June 30, 2024, respectively.
On November 1, 2023, MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider. Trove is a part of the ESG and Climate operating segment.
On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors. Fabric is a part of the Analytics operating segment. The contingent consideration related to Fabric is payable based upon the future product sales of the acquired business.
On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The contingent consideration related to Foxberry is payable based upon the achievement of integration metrics related to the operation of the platform.
The Company recognizes the fair value of contingent consideration at the date of acquisition. The liability associated with any contingent consideration is remeasured to fair value at each reporting date subsequent to the acquisition and changes in the fair value are recorded in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:
(in thousands, except weighted average amortization period of intangible asset)TroveFabricFoxberry
Acquisition Date
November 1, 2023January 2, 2024April 16, 2024
Cash payments
$37,473 $7,959 $20,945 
Deferred payments— — 2,529 
Contingent consideration liability— 8,146 19,094 
Aggregate purchase price
$37,473 $16,105 $42,568 
Net tangible assets acquired (liabilities assumed)
$(4,787)$(226)$1,748 
Intangible assets
7,705 11,300 22,500 
Goodwill
34,555 5,031 18,320 
Aggregate purchase price
$37,473 $16,105 $42,568 
Weighted average amortization period of intangible assets (years)
13.09.17.9
The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily include forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of June 30, 2024, the fair value of the contingent consideration was $27.7 million, of which $9.8 million is included in “Other accrued liabilities” and $17.9 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Changes in the Company’s Level 3 financial liabilities for the three and six months ended June 30, 2024 and 2023, respectively, were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning balance$8,269 $— $— $— 
Additions of contingent consideration1
19,094 — 27,240 — 
Change in fair value383 — 506 — 
Payments— — — $— 
Ending Balance$27,746 $— $27,746 $— 
___________________________
(1)    Reflects balance of contingent consideration at acquisition date fair value.
The recorded goodwill for Trove is primarily attributable to expected synergies from the utilization of the acquired data as well as expanded market opportunities. The recorded goodwill amounts for Fabric and Foxberry are primarily attributable to expected synergies from the utilization of the acquired technology platforms. Goodwill attributable to the acquisitions of Fabric, Trove and Foxberry are not deductible for federal income tax purposes.
Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $1.1 million, $168 thousand and $178 thousand for the three months ended June 30, 2024, respectively. Revenue of Trove, Fabric and Foxberry recognized within the Unaudited Condensed Consolidated Statement of Income was $2.4 million, $337 thousand and $178 thousand for the six months ended June 30, 2024, respectively.
v3.24.2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
Property, equipment and leasehold improvements, net consisted of the following as of the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Computer & related equipment$172,371 $192,008 
Furniture & fixtures15,764 16,169 
Leasehold improvements56,283 58,582 
Work-in-process3,506 897 
Subtotal247,924 267,656 
Accumulated depreciation and amortization(183,950)(211,736)
Property, equipment and leasehold improvements, net$63,974 $55,920 
Depreciation and amortization expense of property, equipment and leasehold improvements was $4.2 million and $5.2 million for the three months ended June 30, 2024 and 2023, respectively.
Depreciation and amortization expense of property, equipment and leasehold improvements was $8.3 million and $10.7 million for the six months ended June 30, 2024 and 2023, respectively.
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table presents goodwill by reportable segment:
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Goodwill at December 31, 2023$1,203,435 $290,976 $84,724 $1,308,557 $2,887,692 
Acquisitions (1)
18,320 5,031 (357)(793)22,200 
Foreign exchange translation adjustment11 — (323)(166)(477)
Goodwill at June 30, 2024$1,221,766 $296,007 $84,044 $1,307,598 $2,909,415 
___________________________
(1)    Reflects the impact of the acquisitions of Foxberry, Fabric, Trove and Burgiss.
Intangible Assets, Net
The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Amortization expense of acquired intangible assets$25,893 $15,851 $51,160 $31,682 
Amortization expense of internally developed capitalized software14,880 10,303 28,217 19,139 
Total amortization of intangible assets expense$40,773 $26,154 $79,377 $50,821 
The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
June 30, 2024December 31, 2023
(in thousands)Gross intangible assets:Accumulated amortization:Net intangible assets:Gross intangible assets:Accumulated amortization:Net intangible assets:
Customer relationships$715,165 $(359,623)$355,542 $709,299 $(340,248)$369,051 
Proprietary data452,232 (84,858)367,374 452,543 (64,694)387,849 
Acquired technology and software256,967 (191,957)65,010 228,785 (185,583)43,202 
Trademarks209,090 (176,730)32,360 209,090 (171,715)37,375 
Internally developed capitalized software274,914 (146,034)128,880 237,060 (118,303)118,757 
Total$1,908,368 $(959,202)$949,166 $1,836,777 $(880,543)$956,234 
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2024 and succeeding years:    
Years Ending December 31,
(in thousands)
Amortization
Expense
Remainder of 2024$83,804 
2025144,112 
2026108,685 
202777,707 
202869,711 
Thereafter465,147 
Total$949,166 
v3.24.2
DEBT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
As of June 30, 2024, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:
Principal
Amount
Outstanding at
Carrying
Value at
Carrying
Value at
Fair
Value at
Fair
Value at
(in thousands)Maturity DateJune 30, 2024June 30, 2024December 31, 2023June 30, 2024December 31, 2023
Debt
4.000% senior unsecured notes due 2029
November 15, 2029
$1,000,000 $994,182 $993,637 $933,350 $941,090 
3.625% senior unsecured notes due 2030
September 1, 2030
900,000 895,918 895,587 809,514 815,526 
3.875% senior unsecured notes due 2031
February 15, 2031
1,000,000 992,708 992,161 899,970 914,360 
3.625% senior unsecured notes due 2031
November 1, 2031
600,000 595,181 594,852 526,722 529,458 
3.250% senior unsecured notes due 2033
August 15, 2033
700,000 693,866 693,532 578,998 586,509 
Variable rate Tranche A Term Loans due 2027
February 16, 2027
— — 337,959 — 337,367 
Variable rate revolving loan commitments(1)
January 26, 2029336,875 336,875 — 335,191 — 
Total debt$4,536,875 $4,508,730 $4,507,728 $4,083,745 $4,124,310 
___________________________
(1)As of June 30, 2024, there were $4.5 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments of which $1.0 million is included in “Prepaid and other assets,” and $3.5 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Maturities of the Company’s principal debt payments as of June 30, 2024 are as follows:
Maturity of Principal Debt Payments
(in thousands)
Amounts
Remainder of 2024$— 
2025— 
2026— 
2027— 
2028— 
Thereafter4,536,875 
Total debt$4,536,875 
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
Interest payment frequencyFirst interest
payment date
Senior Notes and Revolving Loan Commitments
4.000% senior unsecured notes due 2029
Semi-AnnualMay 15
3.625% senior unsecured notes due 2030
Semi-AnnualMarch 1
3.875% senior unsecured notes due 2031
Semi-AnnualJune 1
3.625% senior unsecured notes due 2031
Semi-AnnualMay 1
3.250% senior unsecured notes due 2033
Semi-AnnualFebruary 15
Variable rate revolving loan commitments(1)
VariableFebruary 26
___________________________
(1)     The first payment occurred on February 26, 2024.
The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.
Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $1,250.0 million of revolving loan commitments under a revolving credit facility (the “Revolving Credit Facility”), which may be drawn until January 26, 2029. At the closing of the Credit Agreement, the Company drew $336.9 million on the Revolving Credit Facility and primarily used the proceeds to prepay all senior unsecured Tranche A Term Loans (the “Tranche A Term Loans”) under the term loan A facility (the “TLA Facility”) under the Prior Credit Agreement. The obligations under the Credit Agreement are general unsecured obligations of the Company. The prepayment of the Tranche A Term Loans and the entry into the Credit Agreement resulted in an approximately $1.5 million loss on extinguishment related to unamortized debt issuance costs during the three months ended March 31, 2024. The loss on extinguishment was recorded in “Other expense (income)” on the Unaudited Condensed Consolidated Statement of Income.
Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement). So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50% for Base Rate loans, and 1.50% for SOFR loans. At June 30, 2024, the interest rate on the revolving loans was 6.94%.
Interest on the Tranche A Term Loans under the TLA Facility accrued, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin and was due on each Interest Payment Date (as defined in the Prior Credit Agreement). The applicable margin was calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ranged between 1.50% to 2.00% for SOFR loans, and 0.50% to 1.00% for Base Rate loans.
In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing
fees related to prior credit facilities, are being amortized over their related lives. At June 30, 2024, $32.6 million of the deferred financing fees and premium remain unamortized, $1.0 million of which is included in “Prepaid and other assets,” $3.5 million of which is included in “Other non-current assets” and $28.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.
v3.24.2
LEASES
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
LEASES LEASES
The components of lease expense (income) of the Company’s operating leases are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating lease expenses$7,655 $7,178 $14,794 $14,292 
Variable lease costs550 930 1,619 1,821 
Short-term lease costs224 188 439 439 
Sublease income(918)(1,276)(1,746)(2,551)
Total lease costs$7,511 $7,020 $15,106 $14,001 
Maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows:
Maturity of Lease LiabilitiesOperating
(in thousands)Leases
Remainder of 2024$14,657 
202532,290 
202630,121 
202723,930 
202823,176 
Thereafter52,778 
Total lease payments$176,952 
Less: Interest(21,202)
Present value of lease liabilities$155,750 
Other accrued liabilities$25,191 
Long-term operating lease liabilities$130,559 
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
June 30,December 31,
Lease Term and Discount Rate20242023
Weighted-average remaining lease term (years)6.497.04
Weighted-average discount rate4.00 %3.66 %
Other information related to the Company’s operating leases are as follows:
Other InformationSix Months Ended
June 30,
(in thousands)20242023
Operating cash flows used for operating leases$15,514 $14,906 
Right of use assets obtained in exchange for new
   operating lease liabilities
$27,245 $7,225 
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
SHAREHOLDERS' EQUITY (DEFICIT) SHAREHOLDERS’ EQUITY (DEFICIT)
Return of capital
On July 28, 2022, the Board of Directors authorized a stock repurchase program (the “2022 Repurchase Program”) for the purchase of up to $1,000.0 million worth of shares of MSCI’s common stock in addition to the $539.1 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2022 Repurchase Program for a total of $1,539.1 million of stock repurchase authorization available under the 2022 Repurchase Program.
Share repurchases made pursuant to the 2022 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of June 30, 2024, there was $604.2 million of available authorization remaining under the 2022 Repurchase Program.
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Six months ended
(in thousands, except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
June 30, 2024$483.79 499 $241,518 
June 30, 2023$468.31 941 $440,847 
___________________________
(1)     The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).
The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:
Dividends
(in thousands, except per share data)Per ShareDeclaredDistributed(Released)/Deferred
2024
Three Months Ended March 31,$1.60 $129,444 $131,378 $(1,934)
Three Months Ended June 30,1.60 127,304 126,958 346 
Total$3.20 $256,748 $258,336 $(1,588)
2023    
Three Months Ended March 31,$1.38 $111,986 $112,189 $(203)
Three Months Ended June 30,1.38 110,383 110,147 236 
Total$2.76 $222,369 $222,336 $33 
Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the six months ended June 30, 2024:
Common StockTreasury Common Stock
IssuedStockOutstanding
Balance at December 31, 2023
133,817,332(54,726,120)79,091,212
Dividend payable/paid6161
Common stock issued252,637252,637
Shares withheld for tax withholding (119,861)(119,861)
Shares repurchased under stock repurchase programs
Shares issued to directors67(67)
Balance at March 31, 2024
134,070,097(54,846,048)79,224,049
Dividend payable/paid
Common stock issued779779
Shares withheld for tax withholding (359)(359)
Shares repurchased under stock repurchase programs(499,224)(499,224)
Shares issued to directors4,94119,49924,440
Balance at June 30, 2024
134,075,817(55,326,132)78,749,685
v3.24.2
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s provision for income taxes was $113.2 million and $98.0 million for the six months ended June 30, 2024 and 2023, respectively.
The effective tax rate of 17.8% for the six months ended June 30, 2024 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.0 million, related to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $0.3 million related to prior-year items.
The effective tax rate of 16.8% for the six months ended June 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $16.4 million, primarily related to $11.2 million of excess tax benefits recognized on share-based compensation vested during the period and $5.2 million related to prior-year items.
The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as the United Kingdom, Switzerland and India, and states in the United States in which the Company has significant operations, such as New York and California. The tax years currently under or open to examination vary by jurisdiction but include years from 2008 onwards.
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $22.1 million in the next twelve months as a result of the resolution of prior-year items.
During the three and six months ended June 30, 2024, the Company’s unrecognized tax benefits increased by $3.5 million and increased by $2.1 million, respectively.
v3.24.2
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions, which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets. During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions. The operating segments of Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined and presented as part of All Other – Private Assets reportable segment.
Prior to the step acquisition of Burgiss on October 2, 2023, the Company’s ownership interest in Burgiss was classified as an equity-method investment. Therefore, prior to the acquisition of Burgiss, the All Other – Private Assets segment did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss. The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was not a component of Adjusted EBITDA as it was reported as a component of other (expense) income, net. Following the acquisition, the consolidated results of Burgiss were included in the Company’s Private Capital Solutions operating segment.
The Index operating segment offers equity and fixed income indexes. The indexes are used in many areas of the investment process, including for developing indexed financial products (e.g., Exchange Traded Funds (“ETFs”), mutual funds, annuities, futures, options, structured products and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.
The Analytics operating segment offers risk management, performance attribution and portfolio management content, applications and services that provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risk across all major asset classes, spanning short-, medium- and long-term time horizons. Clients access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces, third-party applications or directly through their own platforms. Additionally, the Analytics operating segment also provides various managed services to help clients operate more efficiently, including consolidation of client portfolio data from various sources, review and reconciliation of input data and results, and customized reporting.
The ESG and Climate operating segment offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments. In addition, the ESG and Climate operating segment provides data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.
The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. In addition, Real Assets performance and risk analytics range from enterprise-wide to property-specific analysis. The Real Assets operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.
The Private Capital Solutions operating segment offers a suite of tools to help private asset investors across mission-critical workflows, such as sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities supporting private capital investing.
The Chief Operating Decision Maker (“CODM”) measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, including certain acquisition-related integration and transaction costs, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.
The following table presents operating revenues by reportable segment for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Index$397,192 $362,316 $771,064 $701,698 
Analytics165,995 149,881 329,961 296,951 
ESG and Climate79,855 71,219 157,739 138,277 
All Other - Private Assets64,907 37,741 129,150 76,449 
Total$707,949 $621,157 $1,387,914 $1,213,375 
The following table presents segment profitability and a reconciliation to net income for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Index Adjusted EBITDA$306,990 $277,070 $584,750 $530,752 
Analytics Adjusted EBITDA81,672 65,149 153,884 125,929 
ESG and Climate Adjusted EBITDA23,930 22,798 45,021 40,674 
All Other - Private Assets Adjusted EBITDA17,363 12,289 29,873 24,680 
Total reportable segment profitability
429,955 377,306 813,528 722,035 
Amortization of intangible assets40,773 26,154 79,377 50,821 
Depreciation and amortization of property, equipment and leasehold improvements4,226 5,199 8,307 10,659 
Acquisition-related integration and transaction costs(1)
2,348 — 3,854 — 
Operating income382,608 345,953 721,990 660,555 
Other expense (income), net42,614 38,795 86,103 77,025 
Provision for income taxes73,236 60,333 113,175 97,977 
Net income$266,758 $246,825 $522,712 $485,553 
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Americas:
United States$290,443 $256,434 $571,118 $494,850 
Other32,986 27,574 63,345 55,110 
Total Americas323,429 284,008 634,463 549,960 
Europe, the Middle East and Africa ("EMEA"):
United Kingdom116,245 99,692 229,538 191,352 
Other157,278 139,851 308,962 278,170 
Total EMEA273,523 239,543 538,500 469,522 
Asia & Australia:    
Japan28,971 24,285 55,544 50,302 
Other82,026 73,321 159,407 143,591 
Total Asia & Australia110,997 97,606 214,951 193,893 
Total$707,949 $621,157 $1,387,914 $1,213,375 
Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Long-lived assets
Americas:
United States$241,727 $204,238 
Other9,621 11,585 
Total Americas251,348 215,823 
EMEA:
United Kingdom17,466 18,403 
Other21,527 22,072 
Total EMEA38,993 40,475 
Asia & Australia:
Japan985 1,321 
Other29,900 31,507 
Total Asia & Australia30,885 32,828 
Total$321,226 $289,126 
v3.24.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On July 22, 2024, the Board of Directors declared a quarterly cash dividend of $1.60 per share for the three months ending September 30, 2024 (“third quarter 2024”). The third quarter 2024 dividend is payable on August 30, 2024 to shareholders of record as of the close of trading on August 16, 2024.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income $ 266,758 $ 255,954 $ 246,825 $ 238,728 $ 522,712 $ 485,553
v3.24.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2
INTRODUCTION AND BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP.
Use of Estimates 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
Concentrations
For the six months ended June 30, 2024 and 2023, BlackRock, Inc. (“BlackRock”) accounted for 10.1% and 10.0% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2024 and 2023, BlackRock accounted for 17.8% and 16.9% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate or All Other – Private Assets segments for the six months ended June 30, 2024 and 2023.
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on disclosures within its consolidated financial statements.
v3.24.2
INTRODUCTION AND BASIS OF PRESENTATION (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Changes in Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2022 to June 30, 2024 were as follows:
(in thousands) Amount
Balance as of December 31, 2022$2,652 
Addition to credit loss expense2,196 
Write-offs, net of recoveries(880)
Balance as of December 31, 2023$3,968 
Addition to credit loss expense1,611 
Write-offs, net of recoveries(1,103)
Balance as of June 30, 2024$4,476 
v3.24.2
REVENUE RECOGNITION (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Operating Revenue
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$217,032 $162,128 $78,000 $64,309 $521,469 
Asset-based fees163,281 — — — 163,281 
Non-recurring16,879 3,867 1,855 598 23,199 
Total$397,192 $165,995 $79,855 $64,907 $707,949 
For the Six Months Ended June 30, 2024
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$429,984 $322,679 $154,418 $127,443 $1,034,524 
Asset-based fees313,540 — — — 313,540 
Non-recurring27,540 7,282 3,321 1,707 39,850 
Total$771,064 $329,961 $157,739 $129,150 $1,387,914 
For the Three Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$200,714 $147,504 $70,047 $37,427 $455,692 
Asset-based fees138,162 — — — 138,162 
Non-recurring23,440 2,377 1,172 314 27,303 
Total$362,316 $149,881 $71,219 $37,741 $621,157 
For the Six Months Ended June 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$397,392 $292,007 $135,779 $75,761 $900,939 
Asset-based fees271,288 — — — 271,288 
Non-recurring33,018 4,944 2,498 688 41,148 
Total$701,698 $296,951 $138,277 $76,449 $1,213,375 
Schedule of Change in Accounts Receivable and Current Deferred Revenue
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2023)
$839,555 $1,083,864 
Closing (June 30, 2024)
709,487 1,017,997 
Increase/(decrease)$(130,068)$(65,867)
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2022)
$663,236 $882,886 
Closing (June 30, 2023)
612,885 909,623 
Increase/(decrease)$(50,351)$26,737 
Schedule of Remaining Performance Obligations The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
June 30,
(in thousands)2024
First 12-month period
$879,064 
Second 12-month period
551,575 
Third 12-month period
272,953 
Periods thereafter175,858 
Total$1,879,450 
v3.24.2
EARNINGS PER COMMON SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted EPS
The following table presents the computation of basic and diluted EPS:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share data)2024202320242023
Net income$266,758 $246,825 $522,712 $485,553 
Basic weighted average common shares outstanding79,085 79,592 79,140 79,815 
Effect of dilutive securities:
PSUs, RSUs and PSOs160 313 237 378 
Diluted weighted average common shares outstanding79,245 79,905 79,377 80,193 
Earnings per common share:
Basic$3.37 $3.10 $6.60 $6.08 
Diluted$3.37 $3.09 $6.59 $6.05 
v3.24.2
ACQUISITIONS (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Components of Preliminary Purchase Price Allocation
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 receivable25,839 
Prepaid Income Taxes30 
Other current assets4,178 
Property, equipment and leasehold improvements, net670 
Right of use assets3,443 
Other non-current assets471 
Deferred revenue(21,479)
Other current liabilities(13,412)
Long-term operating lease liabilities(2,525)
Intangible assets:
Proprietary data11 years229,900 
Customer relationships21 years179,900 
Acquired technology and software3 years19,000 
Trademarks1 year900 
Goodwill617,622 
Net assets acquired$1,049,934 
Schedule of Preliminary Acquired Balances Related to Acquisition
The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:
(in thousands, except weighted average amortization period of intangible asset)TroveFabricFoxberry
Acquisition Date
November 1, 2023January 2, 2024April 16, 2024
Cash payments
$37,473 $7,959 $20,945 
Deferred payments— — 2,529 
Contingent consideration liability— 8,146 19,094 
Aggregate purchase price
$37,473 $16,105 $42,568 
Net tangible assets acquired (liabilities assumed)
$(4,787)$(226)$1,748 
Intangible assets
7,705 11,300 22,500 
Goodwill
34,555 5,031 18,320 
Aggregate purchase price
$37,473 $16,105 $42,568 
Weighted average amortization period of intangible assets (years)
13.09.17.9
Schedule of Changes in the Company’s Level 3 Financial Liabilities
Changes in the Company’s Level 3 financial liabilities for the three and six months ended June 30, 2024 and 2023, respectively, were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning balance$8,269 $— $— $— 
Additions of contingent consideration1
19,094 — 27,240 — 
Change in fair value383 — 506 — 
Payments— — — $— 
Ending Balance$27,746 $— $27,746 $— 
___________________________
(1)    Reflects balance of contingent consideration at acquisition date fair value.
v3.24.2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Equipment and Leasehold Improvements, Net
Property, equipment and leasehold improvements, net consisted of the following as of the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Computer & related equipment$172,371 $192,008 
Furniture & fixtures15,764 16,169 
Leasehold improvements56,283 58,582 
Work-in-process3,506 897 
Subtotal247,924 267,656 
Accumulated depreciation and amortization(183,950)(211,736)
Property, equipment and leasehold improvements, net$63,974 $55,920 
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Change to Company's Goodwill
The following table presents goodwill by reportable segment:
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Goodwill at December 31, 2023$1,203,435 $290,976 $84,724 $1,308,557 $2,887,692 
Acquisitions (1)
18,320 5,031 (357)(793)22,200 
Foreign exchange translation adjustment11 — (323)(166)(477)
Goodwill at June 30, 2024$1,221,766 $296,007 $84,044 $1,307,598 $2,909,415 
___________________________
(1)    Reflects the impact of the acquisitions of Foxberry, Fabric, Trove and Burgiss.
Schedule of Amortization Expense Related to Intangible Assets by Category
The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Amortization expense of acquired intangible assets$25,893 $15,851 $51,160 $31,682 
Amortization expense of internally developed capitalized software14,880 10,303 28,217 19,139 
Total amortization of intangible assets expense$40,773 $26,154 $79,377 $50,821 
Schedule of Gross Carrying and Accumulated Amortization Amounts Related to Company's Intangible Assets
The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
June 30, 2024December 31, 2023
(in thousands)Gross intangible assets:Accumulated amortization:Net intangible assets:Gross intangible assets:Accumulated amortization:Net intangible assets:
Customer relationships$715,165 $(359,623)$355,542 $709,299 $(340,248)$369,051 
Proprietary data452,232 (84,858)367,374 452,543 (64,694)387,849 
Acquired technology and software256,967 (191,957)65,010 228,785 (185,583)43,202 
Trademarks209,090 (176,730)32,360 209,090 (171,715)37,375 
Internally developed capitalized software274,914 (146,034)128,880 237,060 (118,303)118,757 
Total$1,908,368 $(959,202)$949,166 $1,836,777 $(880,543)$956,234 
Schedule of Estimated Amortization Expense for Remainder Succeeding Years
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2024 and succeeding years:    
Years Ending December 31,
(in thousands)
Amortization
Expense
Remainder of 2024$83,804 
2025144,112 
2026108,685 
202777,707 
202869,711 
Thereafter465,147 
Total$949,166 
v3.24.2
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Senior Unsecured Notes
As of June 30, 2024, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:
Principal
Amount
Outstanding at
Carrying
Value at
Carrying
Value at
Fair
Value at
Fair
Value at
(in thousands)Maturity DateJune 30, 2024June 30, 2024December 31, 2023June 30, 2024December 31, 2023
Debt
4.000% senior unsecured notes due 2029
November 15, 2029
$1,000,000 $994,182 $993,637 $933,350 $941,090 
3.625% senior unsecured notes due 2030
September 1, 2030
900,000 895,918 895,587 809,514 815,526 
3.875% senior unsecured notes due 2031
February 15, 2031
1,000,000 992,708 992,161 899,970 914,360 
3.625% senior unsecured notes due 2031
November 1, 2031
600,000 595,181 594,852 526,722 529,458 
3.250% senior unsecured notes due 2033
August 15, 2033
700,000 693,866 693,532 578,998 586,509 
Variable rate Tranche A Term Loans due 2027
February 16, 2027
— — 337,959 — 337,367 
Variable rate revolving loan commitments(1)
January 26, 2029336,875 336,875 — 335,191 — 
Total debt$4,536,875 $4,508,730 $4,507,728 $4,083,745 $4,124,310 
___________________________
(1)As of June 30, 2024, there were $4.5 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments of which $1.0 million is included in “Prepaid and other assets,” and $3.5 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Schedule of Maturities of Long-Term Debt
Maturities of the Company’s principal debt payments as of June 30, 2024 are as follows:
Maturity of Principal Debt Payments
(in thousands)
Amounts
Remainder of 2024$— 
2025— 
2026— 
2027— 
2028— 
Thereafter4,536,875 
Total debt$4,536,875 
Schedule of Interest Payments Due Attributable to Outstanding indebtedness
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
Interest payment frequencyFirst interest
payment date
Senior Notes and Revolving Loan Commitments
4.000% senior unsecured notes due 2029
Semi-AnnualMay 15
3.625% senior unsecured notes due 2030
Semi-AnnualMarch 1
3.875% senior unsecured notes due 2031
Semi-AnnualJune 1
3.625% senior unsecured notes due 2031
Semi-AnnualMay 1
3.250% senior unsecured notes due 2033
Semi-AnnualFebruary 15
Variable rate revolving loan commitments(1)
VariableFebruary 26
___________________________
(1)     The first payment occurred on February 26, 2024.
v3.24.2
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of Components of Lease Expense (Income), Weighted-Average Remaining Lease Term and Discount Rate, and Other Information Related to the Company's Operating Leases
The components of lease expense (income) of the Company’s operating leases are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating lease expenses$7,655 $7,178 $14,794 $14,292 
Variable lease costs550 930 1,619 1,821 
Short-term lease costs224 188 439 439 
Sublease income(918)(1,276)(1,746)(2,551)
Total lease costs$7,511 $7,020 $15,106 $14,001 
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
June 30,December 31,
Lease Term and Discount Rate20242023
Weighted-average remaining lease term (years)6.497.04
Weighted-average discount rate4.00 %3.66 %
Other information related to the Company’s operating leases are as follows:
Other InformationSix Months Ended
June 30,
(in thousands)20242023
Operating cash flows used for operating leases$15,514 $14,906 
Right of use assets obtained in exchange for new
   operating lease liabilities
$27,245 $7,225 
Schedule of Maturities of Operating Lease Liability
Maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows:
Maturity of Lease LiabilitiesOperating
(in thousands)Leases
Remainder of 2024$14,657 
202532,290 
202630,121 
202723,930 
202823,176 
Thereafter52,778 
Total lease payments$176,952 
Less: Interest(21,202)
Present value of lease liabilities$155,750 
Other accrued liabilities$25,191 
Long-term operating lease liabilities$130,559 
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT) (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Company's Common Stock Repurchases Made on Open Market
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Six months ended
(in thousands, except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
June 30, 2024$483.79 499 $241,518 
June 30, 2023$468.31 941 $440,847 
___________________________
(1)     The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).
Schedule of Dividends Declared Per Common Share and Total Amounts Declared, Distributed and Deferred
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 ShareDeclaredDistributed(Released)/Deferred
2024
Three Months Ended March 31,$1.60 $129,444 $131,378 $(1,934)
Three Months Ended June 30,1.60 127,304 126,958 346 
Total$3.20 $256,748 $258,336 $(1,588)
2023    
Three Months Ended March 31,$1.38 $111,986 $112,189 $(203)
Three Months Ended June 30,1.38 110,383 110,147 236 
Total$2.76 $222,369 $222,336 $33 
Schedule of Activity Related to Shares of Common Stock Issued and Repurchased
The following table presents activity related to shares of common stock issued and repurchased during the six months ended June 30, 2024:
Common StockTreasury Common Stock
IssuedStockOutstanding
Balance at December 31, 2023
133,817,332(54,726,120)79,091,212
Dividend payable/paid6161
Common stock issued252,637252,637
Shares withheld for tax withholding (119,861)(119,861)
Shares repurchased under stock repurchase programs
Shares issued to directors67(67)
Balance at March 31, 2024
134,070,097(54,846,048)79,224,049
Dividend payable/paid
Common stock issued779779
Shares withheld for tax withholding (359)(359)
Shares repurchased under stock repurchase programs(499,224)(499,224)
Shares issued to directors4,94119,49924,440
Balance at June 30, 2024
134,075,817(55,326,132)78,749,685
v3.24.2
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Operating Revenues by Reportable Segment
The following table presents operating revenues by reportable segment for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Index$397,192 $362,316 $771,064 $701,698 
Analytics165,995 149,881 329,961 296,951 
ESG and Climate79,855 71,219 157,739 138,277 
All Other - Private Assets64,907 37,741 129,150 76,449 
Total$707,949 $621,157 $1,387,914 $1,213,375 
Schedule of Segment Profitability and Reconciliation to Net Income
The following table presents segment profitability and a reconciliation to net income for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Index Adjusted EBITDA$306,990 $277,070 $584,750 $530,752 
Analytics Adjusted EBITDA81,672 65,149 153,884 125,929 
ESG and Climate Adjusted EBITDA23,930 22,798 45,021 40,674 
All Other - Private Assets Adjusted EBITDA17,363 12,289 29,873 24,680 
Total reportable segment profitability
429,955 377,306 813,528 722,035 
Amortization of intangible assets40,773 26,154 79,377 50,821 
Depreciation and amortization of property, equipment and leasehold improvements4,226 5,199 8,307 10,659 
Acquisition-related integration and transaction costs(1)
2,348 — 3,854 — 
Operating income382,608 345,953 721,990 660,555 
Other expense (income), net42,614 38,795 86,103 77,025 
Provision for income taxes73,236 60,333 113,175 97,977 
Net income$266,758 $246,825 $522,712 $485,553 
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Schedule of Operating Revenues by Geographic Area
Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
Americas:
United States$290,443 $256,434 $571,118 $494,850 
Other32,986 27,574 63,345 55,110 
Total Americas323,429 284,008 634,463 549,960 
Europe, the Middle East and Africa ("EMEA"):
United Kingdom116,245 99,692 229,538 191,352 
Other157,278 139,851 308,962 278,170 
Total EMEA273,523 239,543 538,500 469,522 
Asia & Australia:    
Japan28,971 24,285 55,544 50,302 
Other82,026 73,321 159,407 143,591 
Total Asia & Australia110,997 97,606 214,951 193,893 
Total$707,949 $621,157 $1,387,914 $1,213,375 
Schedule of Long-Lived Assets by Geographic Area
Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:
As of
June 30,December 31,
(in thousands)20242023
Long-lived assets
Americas:
United States$241,727 $204,238 
Other9,621 11,585 
Total Americas251,348 215,823 
EMEA:
United Kingdom17,466 18,403 
Other21,527 22,072 
Total EMEA38,993 40,475 
Asia & Australia:
Japan985 1,321 
Other29,900 31,507 
Total Asia & Australia30,885 32,828 
Total$321,226 $289,126 
v3.24.2
INTRODUCTION AND BASIS OF PRESENTATION - Narrative (Details) - Blackrock Inc - Customer Concentration Risk
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue from Contract with Customer, Product and Service Benchmark    
Introduction And Basis Of Presentation [Line Items]    
Percentage of operating revenues accounted for by major customer 10.10% 10.00%
Revenue from Contract with Customer, Segment Benchmark | Index    
Introduction And Basis Of Presentation [Line Items]    
Percentage of operating revenues accounted for by major customer 17.80% 16.90%
v3.24.2
INTRODUCTION AND BASIS OF PRESENTATION - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Accounts receivable, net of allowances    
Balance at beginning of year $ 3,968 $ 2,652
Addition to credit loss expense 1,611 2,196
Write-offs, net of recoveries (1,103) (880)
Balance at ending of year $ 4,476 $ 3,968
v3.24.2
REVENUE RECOGNITION - Schedule of Disaggregation of Operating Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation Of Revenue [Line Items]        
Operating revenues $ 707,949 $ 621,157 $ 1,387,914 $ 1,213,375
Index        
Disaggregation Of Revenue [Line Items]        
Operating revenues 397,192 362,316 771,064 701,698
Analytics        
Disaggregation Of Revenue [Line Items]        
Operating revenues 165,995 149,881 329,961 296,951
ESG and Climate        
Disaggregation Of Revenue [Line Items]        
Operating revenues 79,855 71,219 157,739 138,277
All Other - Private Assets        
Disaggregation Of Revenue [Line Items]        
Operating revenues 64,907 37,741 129,150 76,449
Recurring subscriptions        
Disaggregation Of Revenue [Line Items]        
Operating revenues 521,469 455,692 1,034,524 900,939
Recurring subscriptions | Index        
Disaggregation Of Revenue [Line Items]        
Operating revenues 217,032 200,714 429,984 397,392
Recurring subscriptions | Analytics        
Disaggregation Of Revenue [Line Items]        
Operating revenues 162,128 147,504 322,679 292,007
Recurring subscriptions | ESG and Climate        
Disaggregation Of Revenue [Line Items]        
Operating revenues 78,000 70,047 154,418 135,779
Recurring subscriptions | All Other - Private Assets        
Disaggregation Of Revenue [Line Items]        
Operating revenues 64,309 37,427 127,443 75,761
Asset-based fees        
Disaggregation Of Revenue [Line Items]        
Operating revenues 163,281 138,162 313,540 271,288
Asset-based fees | Index        
Disaggregation Of Revenue [Line Items]        
Operating revenues 163,281 138,162 313,540 271,288
Asset-based fees | Analytics        
Disaggregation Of Revenue [Line Items]        
Operating revenues 0 0 0 0
Asset-based fees | ESG and Climate        
Disaggregation Of Revenue [Line Items]        
Operating revenues 0 0 0 0
Asset-based fees | All Other - Private Assets        
Disaggregation Of Revenue [Line Items]        
Operating revenues 0 0 0 0
Non-recurring        
Disaggregation Of Revenue [Line Items]        
Operating revenues 23,199 27,303 39,850 41,148
Non-recurring | Index        
Disaggregation Of Revenue [Line Items]        
Operating revenues 16,879 23,440 27,540 33,018
Non-recurring | Analytics        
Disaggregation Of Revenue [Line Items]        
Operating revenues 3,867 2,377 7,282 4,944
Non-recurring | ESG and Climate        
Disaggregation Of Revenue [Line Items]        
Operating revenues 1,855 1,172 3,321 2,498
Non-recurring | All Other - Private Assets        
Disaggregation Of Revenue [Line Items]        
Operating revenues $ 598 $ 314 $ 1,707 $ 688
v3.24.2
REVENUE RECOGNITION - Schedule of Change in Accounts Receivable and Current Deferred Revenue (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accounts receivable, net of allowances    
Opening $ 839,555 $ 663,236
Closing 709,487 612,885
Increase/(decrease) (130,068) (50,351)
Deferred revenue    
Opening 1,083,864 882,886
Closing 1,017,997 909,623
Increase/(decrease) $ (65,867) $ 26,737
v3.24.2
REVENUE RECOGNITION - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Revenue Recognition [Line Items]          
Revenue recognized during period included in deferred revenue $ 285.3 $ 269.6 $ 705.6 $ 626.2  
Disclosure of remaining performance policy     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.    
Other Non-Current Liabilities          
Revenue Recognition [Line Items]          
Long-term deferred revenue $ 27.4   $ 27.4   $ 28.8
v3.24.2
REVENUE RECOGNITION - Schedule of Remaining Performance Obligations (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Revenue Recognition [Line Items]  
Remaining performance obligations $ 1,879,450
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01  
Revenue Recognition [Line Items]  
Remaining performance obligations $ 879,064
Remaining performance, expected timing of satisfaction 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01  
Revenue Recognition [Line Items]  
Remaining performance obligations $ 551,575
Remaining performance, expected timing of satisfaction 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-07-01  
Revenue Recognition [Line Items]  
Remaining performance obligations $ 272,953
Remaining performance, expected timing of satisfaction 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-07-01  
Revenue Recognition [Line Items]  
Remaining performance obligations $ 175,858
Remaining performance, expected timing of satisfaction
v3.24.2
EARNINGS PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]            
Net income $ 266,758 $ 255,954 $ 246,825 $ 238,728 $ 522,712 $ 485,553
Basic weighted average common shares outstanding (in shares) 79,085   79,592   79,140 79,815
Effect of dilutive securities:            
PSUs, RSUs and PSOs (in shares) 160   313   237 378
Diluted weighted average common shares outstanding (in USD per share) 79,245   79,905   79,377 80,193
Earnings per common share:            
Basic (in USD per share) $ 3.37   $ 3.10   $ 6.60 $ 6.08
Diluted (in USD per share) $ 3.37   $ 3.09   $ 6.59 $ 6.05
v3.24.2
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Apr. 16, 2024
Jan. 02, 2024
Nov. 01, 2023
Oct. 02, 2023
Jun. 30, 2024
Jun. 30, 2024
Burgiss Group Limited Liability Company            
Business Acquisition [Line Items]            
Business acquisition, percentage of voting interests acquired       66.40%    
Cash payments       $ 696,800    
Existing interest in acquiree, percentage       33.60%    
Fair value at acquisition date       $ 353,200    
Pre-tax gain on remeasurement       $ 143,000    
Weighted average amortization period of intangible assets (years)       14 years 9 months 18 days    
Revenue of acquiree since acquisition date, actual         $ 26,800 $ 51,000
Trove Research Ltd            
Business Acquisition [Line Items]            
Cash payments     $ 37,473      
Weighted average amortization period of intangible assets (years)     13 years      
Revenue of acquiree since acquisition date, actual         1,100 2,400
Fabric RQ, Inc            
Business Acquisition [Line Items]            
Cash payments   $ 7,959        
Weighted average amortization period of intangible assets (years)   9 years 1 month 6 days        
Revenue of acquiree since acquisition date, actual         168 337
Foxberry            
Business Acquisition [Line Items]            
Cash payments $ 20,945          
Weighted average amortization period of intangible assets (years) 7 years 10 months 24 days          
Revenue of acquiree since acquisition date, actual         $ 178 $ 178
v3.24.2
ACQUISITIONS - Schedule of Components of Preliminary Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Oct. 02, 2023
Jun. 30, 2024
Dec. 31, 2023
Intangible assets:      
Goodwill   $ 2,909,415 $ 2,887,692
Burgiss Group Limited Liability Company      
Business Acquisition [Line Items]      
Cash and cash equivalents $ 5,397    
Accounts receivable 25,839    
Prepaid Income Taxes 30    
Other current assets 4,178    
Property, equipment and leasehold improvements, net 670    
Right of use assets 3,443    
Other non-current assets 471    
Deferred revenue (21,479)    
Other current liabilities (13,412)    
Long-term operating lease liabilities (2,525)    
Intangible assets:      
Goodwill 617,622    
Net assets acquired $ 1,049,934    
Estimated Useful Life 14 years 9 months 18 days    
Burgiss Group Limited Liability Company | Proprietary data      
Intangible assets:      
Intangible assets $ 229,900    
Estimated Useful Life 11 years    
Burgiss Group Limited Liability Company | Customer relationships      
Intangible assets:      
Intangible assets $ 179,900    
Estimated Useful Life 21 years    
Burgiss Group Limited Liability Company | Acquired technology and software      
Intangible assets:      
Intangible assets $ 19,000    
Estimated Useful Life 3 years    
Burgiss Group Limited Liability Company | Trademarks      
Intangible assets:      
Intangible assets $ 900    
Estimated Useful Life 1 year    
v3.24.2
ACQUISITIONS - Schedule of Preliminary Acquired Balances Related to Acquisition (Details) - USD ($)
$ in Thousands
Apr. 16, 2024
Jan. 02, 2024
Nov. 01, 2023
Jun. 30, 2024
Dec. 31, 2023
Business Acquisition [Line Items]          
Contingent consideration liability       $ 27,700  
Goodwill       2,909,415 $ 2,887,692
Other Accrued Liabilities          
Business Acquisition [Line Items]          
Contingent consideration liability       9,800  
Other Non-Current Liabilities          
Business Acquisition [Line Items]          
Contingent consideration liability       $ 17,900  
Trove          
Business Acquisition [Line Items]          
Cash payments     $ 37,473    
Deferred payments     0    
Contingent consideration liability     0    
Aggregate purchase price     37,473    
Net tangible assets acquired (liabilities assumed)     (4,787)    
Intangible assets     7,705    
Goodwill     34,555    
Net assets acquired     $ 37,473    
Weighted average amortization period of intangible assets (years)     13 years    
Fabric          
Business Acquisition [Line Items]          
Cash payments   $ 7,959      
Deferred payments   0      
Contingent consideration liability   8,146      
Aggregate purchase price   16,105      
Net tangible assets acquired (liabilities assumed)   (226)      
Intangible assets   11,300      
Goodwill   5,031      
Net assets acquired   $ 16,105      
Weighted average amortization period of intangible assets (years)   9 years 1 month 6 days      
Foxberry          
Business Acquisition [Line Items]          
Cash payments $ 20,945        
Deferred payments 2,529        
Contingent consideration liability 19,094        
Aggregate purchase price 42,568        
Net tangible assets acquired (liabilities assumed) 1,748        
Intangible assets 22,500        
Goodwill 18,320        
Net assets acquired $ 42,568        
Weighted average amortization period of intangible assets (years) 7 years 10 months 24 days        
v3.24.2
ACQUISITIONS - Schedule of Changes in the Company’s Level 3 Financial Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Beginning balance $ 8,269 $ 0 $ 0 $ 0
Additions of contingent consideration 19,094 0 27,240 0
Change in fair value 383 0 506 0
Payments 0 0 0 0
Ending Balance $ 27,746 $ 0 $ 27,746 $ 0
v3.24.2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET - Schedule of Property, Equipment and Leasehold Improvements, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Computer & related equipment $ 172,371 $ 192,008
Furniture & fixtures 15,764 16,169
Leasehold improvements 56,283 58,582
Work-in-process 3,506 897
Subtotal 247,924 267,656
Accumulated depreciation and amortization (183,950) (211,736)
Property, equipment and leasehold improvements, net $ 63,974 $ 55,920
v3.24.2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation and amortization of property, equipment and leasehold improvements $ 4,226 $ 5,199 $ 8,307 $ 10,659
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Change to Company's Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 2,887,692
Acquisitions 22,200
Foreign exchange translation adjustment (477)
Goodwill, ending balance 2,909,415
Index  
Goodwill [Roll Forward]  
Goodwill, beginning balance 1,203,435
Acquisitions 18,320
Foreign exchange translation adjustment 11
Goodwill, ending balance 1,221,766
Analytics  
Goodwill [Roll Forward]  
Goodwill, beginning balance 290,976
Acquisitions 5,031
Foreign exchange translation adjustment 0
Goodwill, ending balance 296,007
ESG and Climate  
Goodwill [Roll Forward]  
Goodwill, beginning balance 84,724
Acquisitions (357)
Foreign exchange translation adjustment (323)
Goodwill, ending balance 84,044
All Other - Private Assets  
Goodwill [Roll Forward]  
Goodwill, beginning balance 1,308,557
Acquisitions (793)
Foreign exchange translation adjustment (166)
Goodwill, ending balance $ 1,307,598
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Amortization Expense Related to Intangible Assets by Category (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Finite Lived Intangible Assets [Line Items]        
Amortization of intangible assets $ 40,773 $ 26,154 $ 79,377 $ 50,821
Amortization expense of acquired intangible assets        
Finite Lived Intangible Assets [Line Items]        
Amortization of intangible assets 25,893 15,851 51,160 31,682
Amortization expense of internally developed capitalized software        
Finite Lived Intangible Assets [Line Items]        
Amortization of intangible assets $ 14,880 $ 10,303 $ 28,217 $ 19,139
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Gross Carrying and Accumulated Amortization Amounts Related to Company's Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: $ 1,908,368 $ 1,836,777
Accumulated amortization: (959,202) (880,543)
Net intangible assets: 949,166 956,234
Customer relationships    
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: 715,165 709,299
Accumulated amortization: (359,623) (340,248)
Net intangible assets: 355,542 369,051
Proprietary data    
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: 452,232 452,543
Accumulated amortization: (84,858) (64,694)
Net intangible assets: 367,374 387,849
Acquired technology and software    
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: 256,967 228,785
Accumulated amortization: (191,957) (185,583)
Net intangible assets: 65,010 43,202
Trademarks    
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: 209,090 209,090
Accumulated amortization: (176,730) (171,715)
Net intangible assets: 32,360 37,375
Internally developed capitalized software    
Acquired Finite Lived Intangible Assets [Line Items]    
Gross intangible assets: 274,914 237,060
Accumulated amortization: (146,034) (118,303)
Net intangible assets: $ 128,880 $ 118,757
v3.24.2
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Amortization Expense for Remainder Succeeding Years (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Remainder of 2024 $ 83,804  
2025 144,112  
2026 108,685  
2027 77,707  
2028 69,711  
Thereafter 465,147  
Net intangible assets: $ 949,166 $ 956,234
v3.24.2
DEBT - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Jan. 26, 2024
Jun. 09, 2022
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Debt Instrument [Line Items]          
Principal amount outstanding       $ 4,536,875,000  
Loss on extinguishment of debt     $ 1,500,000 1,510,000 $ 0
Deferred financing fees and premium remain unamortized       32,600,000  
Long-term Debt          
Debt Instrument [Line Items]          
Deferred financing fees and premium remain unamortized       28,100,000  
Variable rate Tranche A Term Loans due 2027          
Debt Instrument [Line Items]          
Principal amount outstanding       0  
Variable rate Tranche A Term Loans due 2027 | Base Rate Loans | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent)   0.50%      
Variable rate Tranche A Term Loans due 2027 | Base Rate Loans | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent)   1.00%      
Variable rate Tranche A Term Loans due 2027 | Secured Overnight Financing Rate (SOFR) | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent)   1.50%      
Variable rate Tranche A Term Loans due 2027 | Secured Overnight Financing Rate (SOFR) | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent)   2.00%      
Variable rate revolving loan commitments          
Debt Instrument [Line Items]          
Principal amount outstanding       336,875,000  
Deferred financing fees and premium remain unamortized       4,500,000  
Variable rate revolving loan commitments | Prepaid and Other Assets          
Debt Instrument [Line Items]          
Deferred financing fees and premium remain unamortized       1,000,000.0  
Variable rate revolving loan commitments | Other Non-Current Assets          
Debt Instrument [Line Items]          
Deferred financing fees and premium remain unamortized       3,500,000  
Senior Unsecured Notes          
Debt Instrument [Line Items]          
Principal amount outstanding       4,200,000,000  
TLA Facility          
Debt Instrument [Line Items]          
Principal amount outstanding       $ 336,900,000  
Line of Credit | Revolving Credit Facility | Credit Agreement          
Debt Instrument [Line Items]          
Line of credit facility, maximum borrowing capacity $ 1,250,000,000        
Proceeds from debt $ 336,900,000        
Interest rate on the revolving loans (as percent)       6.94%  
Line of Credit | Revolving Credit Facility | Credit Agreement | Base Rate Loans          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent) 0.50%        
Line of Credit | Revolving Credit Facility | Credit Agreement | Secured Overnight Financing Rate (SOFR)          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate (as percent) 1.50%        
v3.24.2
DEBT - Schedule of Senior Unsecured Notes (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 09, 2022
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Principal Amount Outstanding   $ 4,536,875  
Carrying Value   4,508,730 $ 4,507,728
Fair Value   4,083,745 4,124,310
Deferred financing fees and premium remain unamortized   $ 32,600  
4.000% senior unsecured notes due 2029      
Debt Instrument [Line Items]      
Debt instrument interest rate (as percent)   400.00%  
Maturity Date   Nov. 15, 2029  
Principal Amount Outstanding   $ 1,000,000  
Carrying Value   994,182 993,637
Fair Value   $ 933,350 941,090
3.625% senior unsecured notes due 2030      
Debt Instrument [Line Items]      
Debt instrument interest rate (as percent)   362.50%  
Maturity Date   Sep. 01, 2030  
Principal Amount Outstanding   $ 900,000  
Carrying Value   895,918 895,587
Fair Value   $ 809,514 815,526
3.875% senior unsecured notes due 2031      
Debt Instrument [Line Items]      
Debt instrument interest rate (as percent)   387.50%  
Maturity Date   Feb. 15, 2031  
Principal Amount Outstanding   $ 1,000,000  
Carrying Value   992,708 992,161
Fair Value   $ 899,970 914,360
3.625% senior unsecured notes due 2031      
Debt Instrument [Line Items]      
Debt instrument interest rate (as percent)   362.50%  
Maturity Date   Nov. 01, 2031  
Principal Amount Outstanding   $ 600,000  
Carrying Value   595,181 594,852
Fair Value   $ 526,722 529,458
3.250% senior unsecured notes due 2033      
Debt Instrument [Line Items]      
Debt instrument interest rate (as percent)   325.00%  
Maturity Date   Aug. 15, 2033  
Principal Amount Outstanding   $ 700,000  
Carrying Value   693,866 693,532
Fair Value   $ 578,998 586,509
Variable rate Tranche A Term Loans due 2027      
Debt Instrument [Line Items]      
Maturity Date Jan. 26, 2029 Feb. 16, 2027  
Principal Amount Outstanding   $ 0  
Carrying Value   0 337,959
Fair Value   $ 0 337,367
Variable rate revolving loan commitments      
Debt Instrument [Line Items]      
Maturity Date   Jan. 26, 2029  
Principal Amount Outstanding   $ 336,875  
Carrying Value   336,875 0
Fair Value   335,191 $ 0
Deferred financing fees and premium remain unamortized   4,500  
Variable rate revolving loan commitments | Prepaid and Other Assets      
Debt Instrument [Line Items]      
Deferred financing fees and premium remain unamortized   1,000  
Variable rate revolving loan commitments | Other Non-Current Assets      
Debt Instrument [Line Items]      
Deferred financing fees and premium remain unamortized   $ 3,500  
v3.24.2
DEBT - Schedule of Maturities of Long-Term Debt (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2024 $ 0
2025 0
2026 0
2027 0
2028 0
Thereafter 4,536,875
Total debt $ 4,536,875
v3.24.2
DEBT - Schedule of Interest Payments Due Attributable to Outstanding Indebtedness (Details)
6 Months Ended
Jun. 30, 2024
4.000% senior unsecured notes due 2029  
Debt Instrument [Line Items]  
Debt instrument interest rate (as percent) 400.00%
Interest payment frequency Semi-Annual
First interest payment date --05-15
3.625% senior unsecured notes due 2030  
Debt Instrument [Line Items]  
Debt instrument interest rate (as percent) 362.50%
Interest payment frequency Semi-Annual
First interest payment date --03-01
3.875% senior unsecured notes due 2031  
Debt Instrument [Line Items]  
Debt instrument interest rate (as percent) 387.50%
Interest payment frequency Semi-Annual
First interest payment date --06-01
3.625% senior unsecured notes due 2031  
Debt Instrument [Line Items]  
Debt instrument interest rate (as percent) 362.50%
Interest payment frequency Semi-Annual
First interest payment date --05-01
3.250% senior unsecured notes due 2033  
Debt Instrument [Line Items]  
Debt instrument interest rate (as percent) 325.00%
Interest payment frequency Semi-Annual
First interest payment date --02-15
Variable rate revolving loan commitments  
Debt Instrument [Line Items]  
Interest payment frequency Variable
First interest payment date --02-26
v3.24.2
LEASES - Lease, Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Operating lease expenses $ 7,655 $ 7,178 $ 14,794 $ 14,292
Variable lease costs 550 930 1,619 1,821
Short-term lease costs 224 188 439 439
Sublease income (918) (1,276) (1,746) (2,551)
Total lease costs $ 7,511 $ 7,020 $ 15,106 $ 14,001
v3.24.2
LEASES - Schedule of Maturities of Operating Lease Liability (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Maturity of Lease Liabilities    
Remainder of 2024 $ 14,657  
2025 32,290  
2026 30,121  
2027 23,930  
2028 23,176  
Thereafter 52,778  
Total lease payments 176,952  
Less: Interest (21,202)  
Present value of lease liabilities 155,750  
Other accrued liabilities 25,191  
Long-term operating lease liabilities $ 130,559 $ 120,134
v3.24.2
LEASES - Schedule of Weighted-Average Remaining Lease Term and Discount Rate Under Operating Leases (Details)
Jun. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted-average remaining lease term (years) 6 years 5 months 26 days 7 years 14 days
Weighted-average discount rate 4.00% 3.66%
v3.24.2
LEASES - Schedule of Other Information Under Operating Lease (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]    
Operating cash flows used for operating leases $ 15,514 $ 14,906
Right of use assets obtained in exchange for new operating lease liabilities $ 27,245 $ 7,225
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT) - Narrative (Details) - USD ($)
Jun. 30, 2024
Jul. 28, 2022
2022 Repurchase Program    
Equity, Class of Treasury Stock [Line Items]    
Repurchase program authorizing the purchase of shares   $ 1,000,000,000
Stock repurchase program, remaining authorized repurchase amount $ 604,200,000 1,539,100,000
2020 Repurchase Program    
Equity, Class of Treasury Stock [Line Items]    
Stock repurchase program, remaining authorized repurchase amount   $ 539,100,000
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT) - Schedule of Company's Common Stock Repurchases Made on Open Market (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity, Class of Treasury Stock [Line Items]            
Dollar Value of Shares Repurchased $ 243,035 $ 0 $ 444,655 $ 0    
Excise tax percentage         1.00%  
Open Market Purchases of Common Stock            
Equity, Class of Treasury Stock [Line Items]            
Average Price Paid Per Share (in USD per Share)         $ 483.79 $ 468.31
Total Number of Shares Repurchased (in shares)         499 941
Dollar Value of Shares Repurchased         $ 241,518 $ 440,847
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT) - Schedule of Dividends Declared Per Common Share and Total Amounts Declared, Distributed and Deferred (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity [Abstract]            
Dividend declared per common share (in USD per share) $ 1.60 $ 1.60 $ 1.38 $ 1.38 $ 3.20 $ 2.76
Cash dividends declared $ 127,304 $ 129,444 $ 110,383 $ 111,986 $ 256,748 $ 222,369
Cash dividends distributed 126,958 131,378 110,147 112,189 258,336 222,336
Cash dividends (released)/deferred $ 346 $ (1,934) $ 236 $ (203) $ (1,588) $ 33
v3.24.2
SHAREHOLDERS' EQUITY (DEFICIT) - Schedule of Activity Related to Shares of Common Stock Issued and Repurchased (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2024
Movement In Equity Shares [Roll Forward]      
Beginning balance (in shares) 134,070,097 133,817,332 133,817,332
Beginning balance (in shares) (54,846,048) (54,726,120) (54,726,120)
Beginning balance (in shares) 79,224,049 79,091,212 79,091,212
Ending balance (in shares) 134,075,817 134,070,097 134,075,817
Ending balance (in shares) (55,326,132) (54,846,048) (55,326,132)
Ending balance (in shares) 78,749,685 79,224,049 78,749,685
Common Stock Issued      
Movement In Equity Shares [Roll Forward]      
Dividend payable/paid (in shares)   61  
Common stock issued (in shares) 779 252,637  
Shares issued to directors (in shares) 4,941 67  
Treasury Stock      
Movement In Equity Shares [Roll Forward]      
Shares withheld for tax withholding (in shares) (359) (119,861)  
Shares repurchased under stock repurchase programs (in shares) (499,224)    
Shares issued to directors (in shares) (19,499) 67  
Common Stock Outstanding      
Movement In Equity Shares [Roll Forward]      
Dividend payable/paid (in shares)   61  
Common stock issued (in shares) 779 252,637  
Shares withheld for tax withholding (in shares) (359) (119,861)  
Shares repurchased under stock repurchase programs (in shares) (499,224)    
Shares issued to directors (in shares) 24,440    
v3.24.2
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Provision for income taxes $ 73,236 $ 60,333 $ 113,175 $ 97,977
Effective tax rate (as percent)     17.80% 16.80%
Amounts effect on effective tax rate 16,000 $ 16,400 $ 16,000 $ 16,400
Amount of excess tax benefits recognized on share-based compensation vested     15,700 11,200
Effective income tax rate reconciliation, tax settlement, amount     300 $ 5,200
Decrease in unrecognized tax benefits is reasonably possible 22,100   22,100  
Unrecognized tax benefits, period increase $ 3,500   $ 2,100  
v3.24.2
SEGMENT INFORMATION - Narrative (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 5
Number of reportable segments 4
v3.24.2
SEGMENT INFORMATION - Schedule of Operating Revenues by Reportable Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Operating revenues $ 707,949 $ 621,157 $ 1,387,914 $ 1,213,375
Index        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Operating revenues 397,192 362,316 771,064 701,698
Analytics        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Operating revenues 165,995 149,881 329,961 296,951
ESG and Climate        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Operating revenues 79,855 71,219 157,739 138,277
All Other - Private Assets        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Operating revenues $ 64,907 $ 37,741 $ 129,150 $ 76,449
v3.24.2
SEGMENT INFORMATION - Schedule of Segment Profitability and Reconciliation to Net Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]            
Adjusted EBITDA $ 429,955   $ 377,306   $ 813,528 $ 722,035
Amortization of intangible assets 40,773   26,154   79,377 50,821
Depreciation and amortization of property, equipment and leasehold improvements 4,226   5,199   8,307 10,659
Acquisition-related integration and transaction costs 2,348   0   3,854 0
Operating income 382,608   345,953   721,990 660,555
Other expense (income), net 42,614   38,795   86,103 77,025
Provision for income taxes 73,236   60,333   113,175 97,977
Net income 266,758 $ 255,954 246,825 $ 238,728 522,712 485,553
Index            
Segment Reporting Information [Line Items]            
Adjusted EBITDA 306,990   277,070   584,750 530,752
Analytics            
Segment Reporting Information [Line Items]            
Adjusted EBITDA 81,672   65,149   153,884 125,929
ESG and Climate            
Segment Reporting Information [Line Items]            
Adjusted EBITDA 23,930   22,798   45,021 40,674
All Other - Private Assets            
Segment Reporting Information [Line Items]            
Adjusted EBITDA $ 17,363   $ 12,289   $ 29,873 $ 24,680
v3.24.2
SEGMENT INFORMATION - Schedule of Operating Revenues by Geographic Area (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues $ 707,949 $ 621,157 $ 1,387,914 $ 1,213,375
Total Americas        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 323,429 284,008 634,463 549,960
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 290,443 256,434 571,118 494,850
Other        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 32,986 27,574 63,345 55,110
Total EMEA        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 273,523 239,543 538,500 469,522
United Kingdom        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 116,245 99,692 229,538 191,352
Other        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 157,278 139,851 308,962 278,170
Total Asia & Australia        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 110,997 97,606 214,951 193,893
Japan        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues 28,971 24,285 55,544 50,302
Other        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Operating revenues $ 82,026 $ 73,321 $ 159,407 $ 143,591
v3.24.2
SEGMENT INFORMATION - Schedule of Long-Lived Assets by Geographic Area (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 321,226 $ 289,126
Total Americas    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 251,348 215,823
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 241,727 204,238
Other    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 9,621 11,585
Total EMEA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 38,993 40,475
United Kingdom    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 17,466 18,403
Other    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 21,527 22,072
Total Asia & Australia    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 30,885 32,828
Japan    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 985 1,321
Other    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 29,900 $ 31,507
v3.24.2
SUBSEQUENT EVENTS (Details) - $ / shares
3 Months Ended 6 Months Ended
Jul. 22, 2024
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Subsequent Event [Line Items]              
Dividend declared per common share (in USD per share)   $ 1.60 $ 1.60 $ 1.38 $ 1.38 $ 3.20 $ 2.76
Subsequent Event              
Subsequent Event [Line Items]              
Dividend declared per common share (in USD per share) $ 1.60            

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