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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2025
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________to____________
Commission file number
001-33812
________________________________________
MSCI INC.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware
13-4038723
(State or other jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
7 World Trade Center
250 Greenwich Street, 49
th
Floor
New York
,
New York
10007
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (
212
)
804-3900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
MSCI
New York Stock Exchange
________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
x
As of October 21, 2025, there were
75,139,539
shares of the registrant’s Common Stock, par value $0.01, outstanding.
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 (“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 website ir.msci.com and our social media outlets, such as LinkedIn or X (@MSCI_Inc), as channels of distribution of Company information. The information we post through these channels may be deemed material.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” on our investor relations homepage at https://ir.msci.com/email-alerts. The contents of our website, including our investor relations website, 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 2024 Annual Report on Form 10-K filed with the SEC on February 7, 2025. 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.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except per share and share data)
As of
September 30,
December 31,
(unaudited)
2025
2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $
3,656
and $
3,497
at September 30, 2025 and December 31, 2024, respectively)
$
400,089
$
409,351
Accounts receivable (net of allowances of $
5,897
and $
5,284
at September 30, 2025 and December 31, 2024, respectively)
745,852
820,709
Prepaid income taxes
95,533
48,162
Prepaid and other assets
67,247
65,799
Total current assets
1,308,721
1,344,021
Property, equipment and leasehold improvements, net
82,570
70,885
Right of use assets
116,004
119,435
Goodwill
2,923,468
2,915,167
Intangible assets, net
849,611
907,613
Deferred tax assets
41,541
40,626
Other non-current assets
67,225
47,692
Total assets
$
5,389,140
$
5,445,439
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable
$
16,048
$
14,517
Income taxes payable
77,236
37,989
Accrued compensation and related benefits
193,707
217,492
Other accrued liabilities
222,584
192,233
Deferred revenue
974,662
1,123,423
Total current liabilities
1,484,237
1,585,654
Long-term debt
5,507,771
4,510,816
Long-term operating lease liabilities
111,742
121,153
Deferred tax liabilities
82,772
47,623
Other non-current liabilities
118,593
120,190
Total liabilities
7,305,115
6,385,436
Commitments and Contingencies (see Note 7)
Shareholders’ equity (deficit):
Preferred stock (par value $
0.01
;
100,000,000
shares authorized;
no
shares issued)
—
—
Common stock (par value $
0.01
;
750,000,000
common shares authorized;
134,317,153
and
134,079,855
common shares issued and
75,180,647
and
77,744,588
common shares outstanding at September 30, 2025 and December 31, 2024, respectively)
1,343
1,341
Treasury shares, at cost (
59,136,506
and
56,335,267
common shares held at September 30, 2025 and December 31, 2024, respectively)
(
8,918,561
)
(
7,334,291
)
Additional paid in capital
1,776,617
1,683,693
Retained earnings
5,278,392
4,780,300
Accumulated other comprehensive loss
(
53,766
)
(
71,040
)
Total shareholders’ equity (deficit)
(
1,915,975
)
(
939,997
)
Total liabilities and shareholders’ equity (deficit)
$
5,389,140
$
5,445,439
See Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(unaudited)
2025
2024
2025
2024
Net income
$
325,386
$
280,901
$
917,636
$
803,613
Other comprehensive income (loss):
Foreign currency translation adjustments
(
5,005
)
12,899
17,963
9,102
Income tax effect
751
(
1,039
)
(
1,884
)
(
827
)
Foreign currency translation adjustments, net
(
4,254
)
11,860
16,079
8,275
Pension and other post-retirement adjustments
827
(
28
)
1,429
78
Income tax effect
(
234
)
23
(
234
)
19
Pension and other post-retirement adjustments, net
593
(
5
)
1,195
97
Other comprehensive income (loss), net of tax
(
3,661
)
11,855
17,274
8,372
Comprehensive income
$
321,725
$
292,756
$
934,910
$
811,985
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, 2024
$
1,341
$
(
7,334,291
)
$
1,683,693
$
4,780,300
$
(
71,040
)
$
(
939,997
)
Net income
288,600
288,600
Dividends declared ($
1.80
per common share)
(
141,392
)
(
141,392
)
Dividends paid in shares
35
35
Other comprehensive income (loss), net of tax
7,372
7,372
Common stock issued
2
2
Shares withheld for tax withholding
(
57,735
)
(
57,735
)
Exercise of stock options
394
394
Compensation payable in common stock
40,366
40,366
Common stock repurchased and held in treasury
(
156,207
)
(
156,207
)
Common stock issued to Directors and
(held in)/released from treasury
(
8
)
(
8
)
Balance at March 31, 2025
1,343
(
7,548,241
)
1,724,488
4,927,508
(
63,668
)
(
958,570
)
Net income
303,650
303,650
Dividends declared ($
1.80
per common share)
(
140,004
)
(
140,004
)
Dividends paid in shares
11
11
Other comprehensive income (loss), net of tax
13,563
13,563
Common stock issued
—
Shares withheld for tax withholding
(
74
)
(
74
)
Exercise of stock options
3,915
3,915
Compensation payable in common stock
23,412
23,412
Common stock repurchased and held in treasury
(
132,460
)
(
132,460
)
Common stock issued to Directors and
(held in)/released from treasury
349
349
Balance at June 30, 2025
1,343
(
7,680,426
)
1,751,826
5,091,154
(
50,105
)
(
886,208
)
Net income
325,386
325,386
Dividends declared ($
1.80
per common share)
(
138,148
)
(
138,148
)
Dividends paid in shares
6
6
Other comprehensive income (loss), net of tax
(
3,661
)
(
3,661
)
Common stock issued
—
Shares withheld for tax withholding and exercises
(
224
)
(
224
)
Exercise of stock options
2,276
2,276
Compensation payable in common stock
22,509
22,509
Common stock repurchased and held in treasury
(
1,237,905
)
(
1,237,905
)
Common stock issued to Directors and
(held in)/released from treasury
(
6
)
(
6
)
Balance at September 30, 2025
$
1,343
$
(
8,918,561
)
$
1,776,617
$
5,278,392
$
(
53,766
)
$
(
1,915,975
)
See Notes to Condensed Consolidated Financial Statements (Unaudited)
7
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 income
255,954
255,954
Dividends declared ($
1.60
per common share)
(
129,444
)
(
129,444
)
Dividends paid in shares
74
74
Other comprehensive income (loss), net of tax
(
2,205
)
(
2,205
)
Common stock issued
3
3
Shares withheld for tax withholding
(
69,991
)
(
69,991
)
Exercise of stock options
Compensation payable in common stock
34,894
34,894
Common stock repurchased and held in treasury
—
Common stock issued to Directors and
(held in)/released from treasury
(
38
)
(
38
)
Balance at March 31, 2024
1,341
(
6,517,130
)
1,622,638
4,306,191
(
63,557
)
(
650,517
)
Net income
266,758
266,758
Dividends declared ($
1.60
per common share)
(
127,304
)
(
127,304
)
Dividends paid in shares
40
40
Other comprehensive income (loss), net of tax
(
1,278
)
(
1,278
)
Common stock issued
—
Shares withheld for tax withholding
(
200
)
(
200
)
Compensation payable in common stock
19,707
19,707
Common stock repurchased and held in treasury
(
243,035
)
(
243,035
)
Common stock issued to Directors and
(held in)/released from treasury
1,346
1,346
Balance at June 30, 2024
1,341
(
6,759,019
)
1,642,385
4,445,645
(
64,835
)
(
734,483
)
Net income
280,901
280,901
Dividends declared ($
1.60
per common share)
(
126,186
)
(
126,186
)
Dividends paid in shares
8
8
Other comprehensive income (loss), net of tax
11,855
11,855
Common stock issued
—
Shares withheld for tax withholding and exercises
(
761
)
(
761
)
Compensation payable in common stock
18,400
18,400
Common stock repurchased and held in treasury
(
200,724
)
(
200,724
)
Common stock issued to Directors and
(held in)/released from treasury
(
8
)
(
8
)
Balance at September 30, 2024
$
1,341
$
(
6,960,512
)
$
1,660,793
$
4,600,360
$
(
52,980
)
$
(
750,998
)
See Notes to Condensed Consolidated Financial Statements (Unaudited)
8
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30,
(unaudited)
2025
2024
Cash flows from operating activities
Net income
$
917,636
$
803,613
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets
128,569
121,316
Stock-based compensation expense
85,772
72,235
Depreciation and amortization of property, equipment and leasehold improvements
15,934
12,639
Amortization of right of use assets
18,468
19,582
Amortization of debt origination fees
4,134
3,856
Loss on extinguishment of debt
—
1,510
Deferred taxes
33,421
32,085
Other adjustments
17,377
7,915
Changes in assets and liabilities:
Accounts receivable
79,303
194,233
Prepaid income taxes
(
47,119
)
(
17,882
)
Prepaid and other assets
(
1,027
)
(
6,179
)
Other non-current assets
(
15,468
)
(
579
)
Accounts payable
1,131
(
1,163
)
Income taxes payable
31,917
14,063
Accrued compensation and related benefits
(
28,487
)
(
38,461
)
Other accrued liabilities
27,322
20,664
Deferred revenue
(
162,262
)
(
146,357
)
Long-term operating lease liabilities
(
21,202
)
(
19,294
)
Other non-current liabilities
2,854
(
2,681
)
Other
(
957
)
(
121
)
Net cash provided by operating activities
1,087,316
1,070,994
Cash flows from investing activities
Capitalized software development costs
(
66,691
)
(
59,648
)
Capital expenditures
(
26,880
)
(
19,515
)
Cash paid for acquisitions, net of cash acquired
—
(
27,467
)
Other
(
43
)
(
892
)
Net cash used in investing activities
(
93,614
)
(
107,522
)
Cash flows from financing activities
Repurchase of common stock held in treasury
(
1,577,483
)
(
511,218
)
Payment of dividends
(
421,386
)
(
383,980
)
Repayment of borrowings
(
926,875
)
(
364,063
)
Proceeds from borrowings, net of discount
1,931,875
336,875
Payment of debt issuance costs
(
12,771
)
(
3,739
)
Payment of contingent consideration and deferred purchase price from acquisitions
(
12,145
)
—
Proceeds from exercise of stock options
6,585
—
Net cash used in financing activities
(
1,012,200
)
(
926,125
)
Effect of exchange rate changes
9,236
1,939
Net increase (decrease) in cash, cash equivalents and restricted cash
(
9,262
)
39,286
Cash, cash equivalents and restricted cash, beginning of period
409,351
461,693
Cash, cash equivalents and restricted cash, end of period
$
400,089
$
500,979
Supplemental disclosure of cash flow information:
Cash paid for interest
$
121,727
$
124,963
Cash paid for income taxes, net of refunds received
$
156,183
$
161,423
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities
$
2,861
$
3,153
See Notes to Condensed Consolidated Financial Statements (Unaudited)
9
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
INTRODUCTION AND BASIS OF PRESENTATION
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors
navigate the complexities of a dynamic and evolving investment landscape
. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively. Our products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP.
The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.
In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings. There were no changes to the composition of our operating or reportable segments, the financial information reviewed by our chief operating decision maker (“CODM”), or our historical segment operating results.
Concentrations
For the nine months ended September 30, 2025 and 2024, BlackRock, Inc. (“BlackRock”) accounted for
10.6
% and
10.1
% of the Company’s consolidated operating revenues, respectively. For the nine months ended September 30, 2025 and 2024, BlackRock accounted for
18.5
% and
17.8
% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the nine months ended September 30, 2025 and 2024.
10
Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2023 to September 30, 2025 were as follows:
(in thousands)
Amount
Balance as of December 31, 2023
$
3,968
Addition to credit loss expense
3,990
Write-offs, net of recoveries
(
2,674
)
Balance as of December 31, 2024
$
5,284
Addition to credit loss expense
2,017
Write-offs, net of recoveries
(
1,404
)
Balance as of September 30, 2025
$
5,897
2.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 was adopted by the Company and was effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods. The adoption of ASU 2023-07 expanded certain disclosures but did not have a material impact on our consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of ASU 2023-09 will expand our disclosures, but we do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” or ASU 2024-03. The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in 2028 on a prospective basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In July 2025, the FASB issued Accounting Standards Update No. 2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05. The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets. Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. ASU 2025-05 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2026 and interim period reporting beginning in 2026 on a prospective basis. The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” or ASU 2025-06. The amendments in ASU 2025-06 remove references to prescriptive and sequential software development stages. The amendments also require entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2028 and interim period reporting beginning in 2028, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or on a modified prospective transition method. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
3.
REVENUE RECOGNITION
MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.
11
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended September 30, 2025
Segments
(in thousands)
Index
Analytics
Sustainability and Climate
All Other - Private Assets
Total
Operating Revenue Types
Recurring subscriptions
$
242,569
$
178,292
$
88,676
$
69,524
$
579,061
Asset-based fees
197,515
—
—
—
197,515
Non-recurring
11,076
3,878
1,449
447
16,850
Total
$
451,160
$
182,170
$
90,125
$
69,971
$
793,426
For the Nine Months Ended September 30, 2025
Segments
(in thousands)
Index
Analytics
Sustainability and Climate
All Other - Private Assets
Total
Operating Revenue Types
Recurring subscriptions
$
711,546
$
517,828
$
258,440
$
206,656
$
1,694,470
Asset-based fees
559,002
—
—
—
559,002
Non-recurring
37,188
14,230
5,215
1,826
58,459
Total
$
1,307,736
$
532,058
$
263,655
$
208,482
$
2,311,931
For the Three Months Ended September 30, 2024
Segments
(in thousands)
Index
Analytics
Sustainability and Climate
All Other - Private Assets
Total
Operating Revenue Types
Recurring subscriptions
$
223,945
$
168,150
$
81,536
$
62,991
$
536,622
Asset-based fees
168,622
—
—
—
168,622
Non-recurring
12,315
4,226
2,107
813
19,461
Total
$
404,882
$
172,376
$
83,643
$
63,804
$
724,705
For the Nine Months Ended September 30, 2024
Segments
(in thousands)
Index
Analytics
Sustainability and Climate
All Other - Private Assets
Total
Operating Revenue Types
Recurring subscriptions
$
653,929
$
490,829
$
235,954
$
190,434
$
1,571,146
Asset-based fees
482,162
—
—
—
482,162
Non-recurring
39,855
11,508
5,428
2,520
59,311
Total
$
1,175,946
$
502,337
$
241,382
$
192,954
$
2,112,619
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
(in thousands)
Accounts receivable, net of allowances
Deferred revenue
Opening (December 31, 2024)
$
820,709
$
1,123,423
Closing (September 30, 2025)
745,852
974,662
Increase/(decrease)
$
(
74,857
)
$
(
148,761
)
12
(in thousands)
Accounts receivable, net of allowances
Deferred revenue
Opening (December 31, 2023)
$
839,555
$
1,083,864
Closing (September 30, 2024)
643,807
942,840
Increase/(decrease)
$
(
195,748
)
$
(
141,024
)
The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $
239.0
million and $
1,029.7
million for the three and nine months ended September 30, 2025, respectively, and $
209.9
million and $
915.5
million for the three and nine months ended September 30, 2024, respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of September 30, 2025 and December 31, 2024, the Company carried a long-term deferred revenue balance of $
33.3
million and $
32.2
million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue.
The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
September 30,
(in thousands)
2025
First
12
-month period
$
1,027,715
Second
12
-month period
653,406
Third
12
-month period
321,332
Periods thereafter
215,898
Total
$
2,218,351
4.
EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, stock options, restricted stock units, performance stock units, and performance stock options.
The following table presents the computation of basic and diluted EPS:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)
2025
2024
2025
2024
Net income
$
325,386
$
280,901
$
917,636
$
803,613
Basic weighted average common shares outstanding
76,460
78,499
77,159
78,925
Effect of dilutive securities
119
230
131
234
Diluted weighted average common shares outstanding
76,579
78,729
77,290
79,159
Earnings per common share:
Basic
$
4.26
$
3.58
$
11.89
$
10.18
Diluted
$
4.25
$
3.57
$
11.87
$
10.15
5.
ACQUISITIONS
On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors. Fabric is a part of the Analytics
13
operating segment. The aggregate purchase price for Fabric was $
16.1
million and resulted in the recognition of $
5.9
million of goodwill.
On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The aggregate purchase price for Foxberry was $
42.6
million and resulted in the
recognition of $
23.9
million of goodwill.
The Fabric and Foxberry acquisitions each included contingent consideration as a component of the aggregate purchase price. The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of September 30, 2025, the fair value of the contingent consideration was $
16.0
million, of which $
9.5
million is included in “Other accrued liabilities” and $
6.5
million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Changes in the Company’s Level 3 financial liabilities for the three and nine months ended September 30, 2025 and 2024, respectively, were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Beginning balance
$
15,707
$
27,746
$
28,647
$
—
Additions of contingent consideration
(1)
—
—
—
27,240
Change in fair value
249
448
(
3,057
)
954
Payments
—
—
(
9,634
)
—
Ending Balance
$
15,956
$
28,194
$
15,956
$
28,194
___________________________
(1)
Reflects balance of contingent consideration at acquisition date fair value.
6.
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table shows the changes in our goodwill balances from December 31, 2024 to September 30, 2025:
(in thousands)
Index
Analytics
Sustainability and Climate
All Other - Private Assets
Total
Goodwill at December 31, 2024
$
1,226,956
$
296,880
$
83,703
$
1,307,628
$
2,915,167
Foreign exchange translation adjustment
4,171
—
2,672
1,458
8,301
Goodwill at September 30, 2025
$
1,231,127
$
296,880
$
86,375
$
1,309,086
$
2,923,468
The Company completed its annual goodwill impairment test as of July 1, 2025 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also the Company’s operating segments, and no impairments were noted. The Company performed a test for impairment and determined that it was more likely than not that the fair
value of each reporting unit was greater than its carrying value. See Note 11, “Segment Information,” for further descriptions of the operating segments.
14
Intangible Assets, Net
The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Amortization expense of acquired intangible assets
$
20,781
$
26,066
$
70,798
$
77,226
Amortization expense of internally developed capitalized software
20,156
15,873
57,771
44,090
Total amortization of intangible assets expense
$
40,937
$
41,939
$
128,569
$
121,316
The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
September 30, 2025
December 31, 2024
(in thousands)
Gross intangible assets
Accumulated amortization
Net intangible assets
Gross intangible assets
Accumulated amortization
Net intangible assets
Customer relationships
$
716,182
$
(
402,092
)
$
314,090
$
715,020
$
(
379,087
)
$
335,933
Proprietary data
455,610
(
137,467
)
318,143
452,813
(
104,980
)
347,833
Acquired technology and software
258,181
(
210,091
)
48,090
256,794
(
199,090
)
57,704
Trademarks
209,090
(
188,369
)
20,721
209,090
(
181,521
)
27,569
Internally developed capitalized software
383,868
(
235,301
)
148,567
316,795
(
178,221
)
138,574
Total
$
2,022,931
$
(
1,173,320
)
$
849,611
$
1,950,512
$
(
1,042,899
)
$
907,613
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2025 and succeeding years:
Years Ending December 31,
(in thousands)
Amortization
Expense
Remainder of 2025
$
40,713
2026
145,025
2027
113,279
2028
82,327
2029
70,705
Thereafter
397,562
Total
$
849,611
15
7.
DEBT
As of September 30, 2025, the Company had outstanding an aggregate of $
5.5
billion in senior unsecured notes (collectively, the “Senior Notes”) and $
0.1
billion of revolving loans under the Revolving Credit Facility (as defined below) as presented in the table below:
Principal
Amount
Outstanding at
Carrying
Value at
Carrying
Value at
Fair
Value at
Fair
Value at
(in thousands)
Maturity Date
September 30, 2025
September 30, 2025
December 31, 2024
September 30, 2025
December 31, 2024
Debt
4.000
% senior unsecured notes due 2029
November 15, 2029
$
1,000,000
$
995,546
$
994,727
$
977,000
$
944,070
3.625
% senior unsecured notes due 2030
September 1, 2030
900,000
896,745
896,249
858,600
820,845
3.875
% senior unsecured notes due 2031
February 15, 2031
1,000,000
994,075
993,255
959,000
918,400
3.625
% senior unsecured notes due 2031
November 1, 2031
600,000
596,002
595,509
564,000
538,350
3.250
% senior unsecured notes due 2033
August 15, 2033
700,000
694,703
694,201
625,800
592,046
5.250
% senior unsecured notes due 2035
September 1, 2035
1,250,000
1,230,700
—
1,257,500
—
Variable rate revolving loans
(1)
August 20, 2030
100,000
100,000
336,875
99,000
333,506
Total debt
$
5,550,000
$
5,507,771
$
4,510,816
$
5,340,900
$
4,147,217
___________________________
(1)
As of September 30, 2025, there were $
5.9
million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility of which $
1.2
million is included in “Prepaid and other assets,” and $
4.7
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 September 30, 2025 are as follows:
Maturity of Principal Debt Payments
(in thousands)
Amounts
Remainder of 2025
$
—
2026
—
2027
—
2028
—
2029
1,000,000
Thereafter
4,550,000
Total debt
$
5,550,000
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
Interest payment frequency
First interest
payment date
Senior Notes and Revolving Loans
4.000
% senior unsecured notes due 2029
Semi-Annual
May 15
3.625
% senior unsecured notes due 2030
Semi-Annual
March 1
3.875
% senior unsecured notes due 2031
Semi-Annual
June 1
3.625
% senior unsecured notes due 2031
Semi-Annual
May 1
3.250
% senior unsecured notes due 2033
Semi-Annual
February 15
5.250
% senior unsecured notes due 2035
(1)
Semi-Annual
March 1
Variable rate revolving loans
(2)
Variable
October 22
___________________________
(1)
The first payment occurring on March 1, 2026.
(2)
The first payment occurred on October 22, 2025.
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.
Senior Notes.
On August 8, 2025, the Company issued $
1.25
billion aggregate principal amount of
5.25
% Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering. The 2035 Senior Notes mature on
September 1, 2035
. At
16
any time prior to June 1, 2035, the Company may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i)
100
% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after June 1, 2035, the 2035 Senior Notes are redeemable at
100
% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.
Credit Agreement.
Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On August 20, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement increases the aggregate revolving commitments to $
1.6
billion (from $
1.25
billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”) and extends the availability period until
August 20, 2030
. Prior to entering into the Credit Agreement, the Company applied the proceeds of its offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.
Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin determined based on the credit ratings of the Company’s senior, unsecured long-term debt. As of September 30, 2025, the applicable margin was
0.50
% for Base Rate loans, and
1.50
% for SOFR loans. At September 30, 2025, the interest rate on the revolving loans under the Revolving Credit Facility was
5.7
%.
In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At September 30, 2025, $
48.1
million of the deferred financing fees, discount and premium remain unamortized, $
1.2
million of which is included in “Prepaid and other assets”, $
4.7
million of which is included in “Other non-current assets” and $
42.2
million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.
8.
LEASES
The components of lease expense (income) of the Company’s operating leases are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Operating lease expenses
$
7,932
$
9,339
$
23,134
$
24,133
Variable lease costs
265
275
780
1,894
Short-term lease costs
123
228
349
667
Sublease income
(
665
)
(
904
)
(
1,982
)
(
2,650
)
Total lease costs
$
7,655
$
8,938
$
22,281
$
24,044
17
Maturities of the Company’s operating lease liabilities as of September 30, 2025 are as follows:
Maturity of Lease Liabilities
Operating
(in thousands)
Leases
Remainder of 2025
$
6,720
2026
34,492
2027
28,071
2028
27,256
2029
17,268
Thereafter
42,810
Total lease payments
$
156,617
Less: Interest
(
17,195
)
Present value of lease liabilities
$
139,422
Other accrued liabilities
$
27,680
Long-term operating lease liabilities
$
111,742
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
September 30,
December 31,
Lease Term and Discount Rate
2025
2024
Weighted-average remaining lease term (years)
5.68
6.27
Weighted-average discount rate
4.17
%
4.06
%
Other information related to the Company’s operating leases are as follows:
Other Information
Nine Months Ended
September 30,
(in thousands)
2025
2024
Operating cash flows used for operating leases
$
25,794
$
23,882
Right of use assets obtained in exchange for new
operating lease liabilities
$
12,036
$
26,926
9.
SHAREHOLDERS’ EQUITY (DEFICIT)
Return of capital
On
October 28, 2024
,
the Board of Directors authorized a stock repurchase program (the “2024 Repurchase Program”)
for the purchase of up to $
1.5
billion worth of shares of MSCI’s common stock
in addition to the
$
0.4
billion of authorization
then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2024 Repurchase Program for a total
of $
1.9
billion of stock repurchase authorization available under the
2024
Repurchase Program.
Share repurchases made pursuant to the 2024 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.
As of September 30, 2025, there was less than $
0.1
billion of available authorization remaining under the 2024 Repurchase Program.
18
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Nine months ended
(in thousands, except per share data)
Average Price
Paid Per Share
Total Number of
Shares Repurchased
Dollar Value of
Shares Repurchased
(1)
September 30, 2025
$
559.44
2,703
$
1,512,260
September 30, 2024
$
500.52
880
$
440,265
___________________________
(1)
The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).
The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:
Dividends
(in thousands, except per share data)
Per Share
Declared
Distributed
(Released)/Deferred
2025
Three Months Ended March 31,
$
1.80
$
141,392
$
143,820
$
(
2,428
)
Three Months Ended June 30,
1.80
140,004
139,753
251
Three Months Ended September 30,
1.80
138,148
137,865
283
Total
$
5.40
$
419,544
$
421,438
$
(
1,894
)
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
Three Months Ended September 30,
1.60
126,185
125,763
422
Total
$
4.80
$
382,933
$
384,099
$
(
1,166
)
19
Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the nine months ended September 30, 2025:
Common Stock
Treasury
Common Stock
Issued
Stock
Outstanding
Balance at December 31, 2024
134,079,855
(
56,335,267
)
77,744,588
Dividend payable/paid
45
—
45
Common stock issued and exercise of stock options
218,647
—
218,647
Shares withheld for tax withholding
—
(
98,463
)
(
98,463
)
Shares repurchased under stock repurchase programs
—
(
263,051
)
(
263,051
)
Shares issued to directors
14
(
14
)
—
Balance at March 31, 2025
134,298,561
(
56,696,795
)
77,601,766
Dividend payable/paid
—
—
—
Common stock issued and exercise of stock options
11,393
—
11,393
Shares withheld for tax withholding
—
(
134
)
(
134
)
Shares repurchased under stock repurchase programs
—
(
250,818
)
(
250,818
)
Shares issued to directors
2,080
948
3,028
Balance at June 30, 2025
134,312,034
(
56,946,799
)
77,365,235
Dividend payable/paid
—
—
—
Common stock issued and exercise of stock options
5,108
—
5,108
Shares withheld for tax withholding
—
(
407
)
(
407
)
Shares repurchased under stock repurchase programs
—
(
2,189,289
)
(
2,189,289
)
Shares issued to directors
11
(
11
)
—
Balance at September 30, 2025
134,317,153
(
59,136,506
)
75,180,647
10.
INCOME TAXES
The effective tax rate for the three months ended September 30, 2025 and 2024 was
17.9
% and
21.3
% respectively. The rate is primarily driven by favorable prior-year items in the current year, compared to unfavorable prior-year items in the preceding year.
The effective tax rate for the nine months ended September 30, 2025 and 2024 was
17.0
% and
19.1
% respectively. The decrease is primarily driven by the benefit of prior-year refund claims in the current year, partially offset by a decrease in excess tax benefits recognized on share-based compensation vested.
On July 4, the “One Big Beautiful Bill Act” (“The Act”) was enacted in the United States. The Act includes many significant provisions, such as permanent extension of certain provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and restoration of expensing for domestic research and development, among others. Certain provisions of the Act are effective for the 2025 tax year. The enactment of the Act did not have a material impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025. Administrative guidance interpreting the Act will be released over coming quarters which the Company will continue to monitor.
11.
SEGMENT INFORMATION
ASC Subtopic 280-10,
“Segment Reporting,”
establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who together serve as the CODM, review financial information on an operating segment basis to make operational decisions and assess financial performance.
The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA. Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions. Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management’s compensation. The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI’s performance
20
against its competitors to evaluate segment performance. Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.
MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses: provision for income taxes; other expense (income), net; depreciation and amortization of property, equipment and leasehold improvements; amortization of intangible assets; and, at times, certain other transactions or adjustments. These may include impairments related to sublease of leased property and certain acquisition-related integration and transaction costs that the CODM does not consider when allocating resources among segments or assessing segment performance. While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.
Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results. Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures. Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments. Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge. Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.
The CODM does not receive information about total assets on an operating segment basis. Operating segments do not record intersegment revenues; therefore, none are reported. The accounting policies used for segment reporting are consistent with those applied to MSCI as a whole.
MSCI has
five
operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions. These are presented as the following
three
reportable segments: Index, Analytics, and Sustainability and Climate. The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.
The Index reportable segment provides equity and fixed income indexes. The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.
The Analytics reportable segment provides risk management, performance attribution, and portfolio management content, applications and services. These offerings give clients an integrated view of risk and return, along with tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes and time horizons – short, medium and long term. Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms. Additionally, the Analytics segment offers various managed services to enhance client efficiency. These services include consolidating portfolio data from multiple sources, reviewing and reconciling input data and results, and providing customized reporting.
The Sustainability and Climate reportable segment provides products and services designed to help institutional investors understand the impact of sustainability and climate considerations on the long-term risk and return of their portfolios and individual security-level investments. This segment also offers data, ratings, research and tools to assist investors in navigating regulatory changes, meeting evolving client demands and integrating sustainability and climate factors into their investment processes.
The Real Assets operating segment delivers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure
. Its performance and risk analytics services range from enterprise-wide assessments to property-specific analysis. Additionally, the operating segment offers business intelligence products for real estate owners, managers, developers and brokers worldwide.
The Private Capital Solutions operating segment provides
a suite of tools to support private asset investors in mission-critical workflows. These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies,
managing risk and other activities related to private capital investing
.
The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:
21
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Operating revenues
Index
$
451,160
$
404,882
$
1,307,736
$
1,175,946
Analytics
182,170
172,376
532,058
502,337
Sustainability and Climate
90,125
83,643
263,655
241,382
Total reportable segment operating revenues
723,455
660,901
2,103,449
1,919,665
All Other - Private Assets
69,971
63,804
208,482
192,954
Total operating revenues
793,426
724,705
2,311,931
2,112,619
Adjusted EBITDA expenses
Index
100,897
90,734
315,744
277,048
Analytics
92,132
82,089
273,384
258,166
Sustainability and Climate
55,319
53,654
173,351
166,372
Total reportable segment Adjusted EBITDA expense
248,348
226,477
762,479
701,586
Adjusted EBITDA
Index Adjusted EBITDA
350,263
314,148
991,992
898,898
Analytics Adjusted EBITDA
90,038
90,287
258,674
244,171
Sustainability and Climate Adjusted EBITDA
34,806
29,989
90,304
75,010
Total reportable segment profitability
475,107
434,424
1,340,970
1,218,079
Plus:
All Other - Private Assets
(1)
19,323
16,278
53,480
46,151
Less:
Amortization of intangible assets
40,937
41,939
128,569
121,316
Depreciation and amortization of property, equipment and leasehold improvements
5,803
4,332
15,934
12,639
Acquisition-related integration and transaction costs
(2)
—
3,097
—
6,951
Operating income
447,690
401,334
1,249,947
1,123,324
Other expense (income), net
51,182
44,398
144,529
130,501
Income before provision for income taxes
396,508
356,936
1,105,418
992,823
Provision for income taxes
71,122
76,035
187,782
189,210
Net income
$
325,386
$
280,901
$
917,636
$
803,613
___________________________
(1)
Revenue less segment expenses from segments below the segment reporting thresholds are attributable to Private Capital Solutions and Real Assets operating segments. Private Capital Solutions and Real Assets operating segments do not meet any of the segment reporting thresholds for determining reportable segments.
(2)
Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
22
Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Operating revenues
Americas:
United States
$
324,172
$
297,577
$
936,494
$
868,695
Other
34,847
32,631
105,108
95,976
Total Americas
359,019
330,208
1,041,602
964,671
Europe, the Middle East and Africa (“EMEA”):
United Kingdom
138,123
122,384
396,118
351,922
Other
175,413
157,739
515,842
466,701
Total EMEA
313,536
280,123
911,960
818,623
Asia & Australia:
Japan
32,534
28,833
94,775
84,377
Other
88,337
85,541
263,594
244,948
Total Asia & Australia
120,871
114,374
358,369
329,325
Total
$
793,426
$
724,705
$
2,311,931
$
2,112,619
Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:
As of
September 30,
December 31,
(in thousands)
2025
2024
Long-lived assets
Americas:
United States
$
264,778
$
253,072
Other
6,990
7,558
Total Americas
271,768
260,630
EMEA:
United Kingdom
20,127
17,632
Other
24,882
22,157
Total EMEA
45,009
39,789
Asia & Australia:
Japan
494
874
Other
29,870
27,601
Total Asia & Australia
30,364
28,475
Total
$
347,141
$
328,894
23
12.
SUBSEQUENT EVENTS
On October 27, 2025, the Board of Directors declared a quarterly cash dividend of $
1.80
per share for the three months ending September 30, 2025 (“fourth quarter 2025”). The fourth quarter 2025 dividend is payable on November 28, 2025 to shareholders of record as of the close of trading on November 14, 2025.
On October 25, 2025, the Board of Directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $
3.0
billion worth of shares of MSCI’s common stock (the “2025 Repurchase Program”), which supersedes and replaces the 2024 Repurchase Program. Share repurchases made pursuant to the 2025 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.
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, 2024 (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 navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively. The Company has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions which
are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate. For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other – Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.
Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of sustainability and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and expanding our presence in key geographic areas and (f) executing strategic partnerships and acquisitions with complementary data, content and technology companies. For more information about our Company’s operations, see “
Item 1: Business
” in our Form 10-K.
As of September 30, 2025, we served approximately 6,900
1
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 Sustainability 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.
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.
In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings. There were no changes to the composition of our reportable segments or information reviewed by the chief operating decision maker and no impact on our historical segment operating results.
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.
For the nine months ended September 30, 2025, our largest client organization by revenue, BlackRock, accounted for 10.6% of our consolidated operating revenues, with 96.4% 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 nine months ended September 30, 2025 and 2024 are presented below. The results of operations for interim periods may not be indicative of future results.
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 or critical accounting estimates during the nine months ended September 30, 2025.
Goodwill
We recognize goodwill in business combination transactions when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. We test goodwill for impairment annually on July 1 or when interim triggers arise at the reporting unit level. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.
As of July 1, 2025, the Company has selected to bypass the optional qualitative assessment for the Real Assets and Private Capital Solutions (“PCS”) reporting units. This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis. Therefore, a quantitative goodwill impairment test was performed for both Real Assets and PCS. For the Index, Analytics, and Sustainability and Climate reporting units, the company performed a qualitative assessment. The quantitative test for impairment used an equal weighting of the income approach and the market approach to estimate the fair value of the Real Assets and PCS reporting units.
The income approach requires significant judgments in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital. Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit. Discount rates are selected for each reporting unit being valued based on each reporting unit’s estimated weighted-average cost of capital. The weighted-average cost of capital is estimated based on both the capital structure that we believe a market participant would utilize as well as the discount rates of guideline public companies that have similar characteristics to each reporting unit being valued, adjusted for the risk inherent in each reporting unit. Terminal growth rates are selected based on growth rates used during the reporting unit’s forecast period in combination with economic conditions.
The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment, and changes to these estimates could materially impact the fair value determination of each reporting unit. We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value.
Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2025, all reporting units had fair values exceeding their carrying values. As a result, no goodwill impairment was recorded as of this date.
At September 30, 2025, the carrying value of goodwill of the Real Assets and Private Capital Solutions reporting units were $691.3 million and $617.8 million, respectively. As of July 1, 2025, the fair value of the Real Assets and Private Capital Solutions reporting units exceeded their carrying values by appr
oximately 39% and 15%,
respectively. If we experience a prolonged downturn in the business environment or financial markets, weaker-than-expected performance of one of our businesses or a sustained decline in our common stock price, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.
For the Real Assets and PCS reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment. See Note 6, “Goodwill and Intangible Assets, Net” of the Notes to the Condensed Consolidated Financial Statements included herein for additional information on goodwill.
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 as follows: Index, Analytics, Sustainability and Climate and
All Other – Private Assets
.
The following table presents operating revenues by type for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating revenues:
Index
Recurring subscriptions
$
242,569
$
223,945
8.3
%
$
711,546
$
653,929
8.8
%
Asset-based fees
197,515
168,622
17.1
%
559,002
482,162
15.9
%
Non-recurring
11,076
12,315
(10.1
%)
37,188
39,855
(6.7
%)
Index total
451,160
404,882
11.4
%
1,307,736
1,175,946
11.2
%
Analytics
Recurring subscriptions
178,292
168,150
6.0
%
517,828
490,829
5.5
%
Non-recurring
3,878
4,226
(8.2
%)
14,230
11,508
23.7
%
Analytics total
182,170
172,376
5.7
%
532,058
502,337
5.9
%
Sustainability and Climate
Recurring subscriptions
88,676
81,536
8.8
%
258,440
235,954
9.5
%
Non-recurring
1,449
2,107
(31.2
%)
5,215
5,428
(3.9
%)
Sustainability and Climate total
90,125
83,643
7.7
%
263,655
241,382
9.2
%
All Other - Private Assets
Recurring subscriptions
69,524
62,991
10.4
%
206,656
190,434
8.5
%
Non-recurring
447
813
(45.0
%)
1,826
2,520
(27.5
%)
All Other - Private Assets total
69,971
63,804
9.7
%
208,482
192,954
8.0
%
Recurring subscriptions total
579,061
536,622
7.9
%
1,694,470
1,571,146
7.8
%
Asset-based fees
197,515
168,622
17.1
%
559,002
482,162
15.9
%
Non-recurring
16,850
19,461
(13.4
%)
58,459
59,311
(1.4
%)
Total operating revenues
$
793,426
$
724,705
9.5
%
$
2,311,931
$
2,112,619
9.4
%
Total operating revenues increased 9.5% for the three months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 9.0%.
Total operating revenues increased 9.4% for the nine months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 9.0%.
Refer to the section titled “Segment Results” that follows for further discussion of segment revenues.
Operating Expenses
We group our operating expenses into the following activity categories:
•
Cost of revenues;
•
Selling and marketing;
•
Research and development (“R&D”);
•
General and administrative (“G&A”);
•
Amortization of intangible assets; and
•
Depreciation and amortization of property, equipment and leasehold improvements.
Costs are assigned to these activity categories based on the nature of the expense or, when not directly attributable, an estimated allocation based on the type of effort involved. Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related expenses.
The following table presents operating expenses by activity category for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating expenses:
Cost of revenues
$
132,528
$
126,192
5.0
%
$
406,985
$
382,815
6.3
%
Selling and marketing
79,856
70,763
12.8
%
236,773
214,385
10.4
%
Research and development
44,807
38,584
16.1
%
136,472
120,182
13.6
%
General and administrative
41,805
41,561
0.6
%
137,251
137,958
(0.5
%)
Amortization of intangible assets
40,937
41,939
(2.4
%)
128,569
121,316
6.0
%
Depreciation and amortization of property, equipment and leasehold improvements
5,803
4,332
34.0
%
15,934
12,639
26.1
%
Total operating expenses
$
345,736
$
323,371
6.9
%
$
1,061,984
$
989,295
7.3
%
Total operating expenses increased 6.9% for the three months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 6.1%.
Total operating expenses increased 7.3% for the nine months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 7.4%.
Descriptions of MSCI’s operating expense categories are provided in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K. The discussion below focuses on year-over-year changes and key drivers.
Cost of Revenues
Cost of revenues increased 5.0% and 6.3% for the three and nine months ended September 30, 2025, respectively,
primarily driven by increases in compensation and benefits costs as a result of increased headcount costs and higher severance costs, as well as increases in non-compensation costs reflecting higher information technology costs.
Selling and marketing expenses increased 12.8% and 10.4% for the three and nine months ended September 30, 2025, respectively,
primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
Research and Development
R&D expenses increased 16.1% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase is also driven by increases in non-compensation costs reflecting higher information technology costs.
R&D expenses increased 13.6% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by increased capitalization of costs related to internally developed software projects. The increase is also driven by increases in non-compensation costs reflecting higher information technology costs.
General and Administrative
G&A expenses increased 0.6% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by decreases in non-compensation costs reflecting lower transaction costs.
G&A expenses decreased 0.5% for the nine months ended September 30, 2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Compensation and benefits
$
215,259
$
194,809
10.5
%
$
672,432
$
618,421
8.7
%
Non-compensation expenses
83,737
82,291
1.8
%
245,049
236,919
3.4
%
Amortization of intangible assets
40,937
41,939
(2.4
%)
128,569
121,316
6.0
%
Depreciation and amortization of property, equipment and leasehold improvements
5,803
4,332
34.0
%
15,934
12,639
26.1
%
Total operating expenses
$
345,736
$
323,371
6.9
%
$
1,061,984
$
989,295
7.3
%
Compensation and Benefits
We had 6,253 employees as of September 30, 2025, compared to 6,118 employees as of September 30, 2024, reflecting a 2.2% increase in the number of employees. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs. As of September 30, 2025, 70% of our employees were located in emerging market centers compared to 69% as of September 30, 2024.
Compensation and benefits costs increased 10.5% and 8.7%, respectively, for the three and nine months ended September 30, 2025, p
rimarily driven by increased headcount costs and higher severance costs
.
Adjusting for the impact of foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 9.3% and increased by 8.9%, respectively, for the three and nine months ended September 30, 2025.
Non-Compensation Expenses
Non-compensation expenses increased 1.8% for the three months ended September 30, 2025, primarily driven by higher information technology costs, partially offset by lower transaction costs.
Non-compensation expenses increased
3.4% for the nine months ended September 30, 2025, primarily driven by higher information technology and market data costs, partially offset by lower transaction costs.
Adjusting for the impact of foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 1.4% and 3.4%, respectively, for the three and nine months ended September 30, 2025.
Amortization of Intangible Assets
Amortization of intangible assets expense decreased 2.4% for the three months ended September 30, 2025, primarily driven by certain intangible assets becoming fully amortized during the period, partially offset by higher amortization of internally developed software.
Amortization of intangible assets expense increased 6.0% for the nine months ended September 30, 2025, primarily driven by higher amortization of internally developed software.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements increased 34.0% and 26.1% for the three and nine months ended September 30, 2025, respectively, primarily driven by higher 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
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Interest income
$
(5,109)
$
(5,217)
(2.1
%)
$
(11,914)
$
(17,375)
(31.4
%)
Interest expense
53,620
46,688
14.8
%
146,296
139,995
4.5
%
Other expense (income)
2,671
2,927
(8.7
%)
10,147
7,881
28.8
%
Total other expense (income), net
$
51,182
$
44,398
15.3
%
$
144,529
$
130,501
10.7
%
Total other expense (income), net increased 15.3% for the three months ended September 30, 2025, primarily driven by higher interest expenses reflecting higher debt levels.
Total other expense (income), net increased 10.7% for the nine months ended September 30, 2025, primarily driven by higher interest expenses reflecting higher debt levels, lower interest income reflecting lower average cash balances as well as unfavorable foreign currency exchange rate fluctuations.
Income Taxes
The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.9% and 21.3%, respectively. The rate is primarily driven by favorable prior-year items in the current year, compared to unfavorable prior-year items in the preceding year.
The effective tax rate for the nine months ended September 30, 2025 and 2024 was 17.0% and 19.1%, respectively. The decrease is primarily driven by the benefit of prior-year refund claims in the current year, partially offset by a decrease in excess tax benefits recognized on share-based compensation vested.
Net Income
The following table shows our net income for the periods indicated:
As a result of the factors described above, net income increased 15.8% for the three months ended September 30, 2025, and increased 14.2% for the nine months ended September 30, 2025.
Weighted Average Shares and Common Shares Outstanding
The following table shows our weighted average shares outstanding for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Weighted average shares outstanding:
Basic
76,460
78,499
(2.6
%)
77,159
78,925
(2.2
%)
Diluted
76,579
78,729
(2.7
%)
77,290
79,159
(2.4
%)
The following table shows our common shares outstanding for the periods indicated:
As of
% Change
(in thousands)
September 30,
2025
December 31,
2024
Common shares outstanding
75,181
77,745
(3.3
%)
The decrease in weighted average shares and common shares outstanding for the three and nine months ended September 30, 2025 primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program, partially offset by the vesting of certain stock-based awards.
Non-GAAP Financial Measures
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, certain acquisition-related integration and transaction costs.
“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
“Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by operating revenues.
Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin 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 expenses and adjusted EBITDA margin 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 expenses and Adjusted EBITDA margin measures may not be comparable to similarly titled measures computed by other companies.
The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Operating revenues
$
793,426
$
724,705
$
2,311,931
$
2,112,619
Adjusted EBITDA expenses
298,996
274,003
917,481
848,389
Adjusted EBITDA
$
494,430
$
450,702
$
1,394,450
$
1,264,230
Operating margin %
56.4
%
55.4
%
54.1
%
53.2
%
Adjusted EBITDA margin %
62.3
%
62.2
%
60.3
%
59.8
%
Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses
The following table presents the reconciliation of net income to Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Net income
$
325,386
$
280,901
$
917,636
$
803,613
Provision for income taxes
71,122
76,035
187,782
189,210
Other expense (income), net
51,182
44,398
144,529
130,501
Operating income
447,690
401,334
1,249,947
1,123,324
Amortization of intangible assets
40,937
41,939
128,569
121,316
Depreciation and amortization of property, equipment and leasehold improvements
5,803
4,332
15,934
12,639
Acquisition-related integration and transaction costs
(1)
—
3,097
—
6,951
Consolidated Adjusted EBITDA
$
494,430
$
450,702
$
1,394,450
$
1,264,230
Index Adjusted EBITDA
350,263
314,148
991,992
898,898
Analytics Adjusted EBITDA
90,038
90,287
258,674
244,171
Sustainability and Climate Adjusted EBITDA
34,806
29,989
90,304
75,010
All Other - Private Assets Adjusted EBITDA
19,323
16,278
53,480
46,151
Consolidated Adjusted EBITDA
$
494,430
$
450,702
$
1,394,450
$
1,264,230
___________________________
(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.
The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Total operating expenses
$
345,736
$
323,371
$
1,061,984
$
989,295
Amortization of intangible assets
40,937
41,939
128,569
121,316
Depreciation and amortization of property, equipment and leasehold improvements
5,803
4,332
15,934
12,639
Acquisition-related integration and transaction costs
(1)
—
3,097
—
6,951
Consolidated Adjusted EBITDA expenses
$
298,996
$
274,003
$
917,481
$
848,389
Index Adjusted EBITDA expenses
$
100,897
$
90,734
$
315,744
$
277,048
Analytics Adjusted EBITDA expenses
92,132
82,089
273,384
258,166
Sustainability and Climate Adjusted EBITDA expenses
55,319
53,654
173,351
166,372
All Other - Private Assets Adjusted EBITDA expenses
50,648
47,526
155,002
146,803
Consolidated Adjusted EBITDA expenses
$
298,996
$
274,003
$
917,481
$
848,389
___________________________
(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
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating revenues:
Recurring subscriptions
$
242,569
$
223,945
8.3%
$
711,546
$
653,929
8.8
%
Asset-based fees
197,515
168,622
17.1%
559,002
482,162
15.9
%
Non-recurring
11,076
12,315
(10.1%)
37,188
39,855
(6.7
%)
Operating revenues total
451,160
404,882
11.4%
1,307,736
1,175,946
11.2
%
Adjusted EBITDA expenses
100,897
90,734
11.2%
315,744
277,048
14.0
%
Adjusted EBITDA
$
350,263
$
314,148
11.5%
$
991,992
$
898,898
10.4
%
Adjusted EBITDA margin %
77.6
%
77.6
%
75.9
%
76.4
%
Index operating revenues increased 11.4% for the three months ended September 30, 2025, driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 11.4%.
Operating revenues from recurring subscriptions increased 8.3% for the three months ended September 30, 2025, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 17.1% for the three months ended September 30, 2025, primarily 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 24.1%, 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 8.5%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
Index operating revenues increased 11.2% for the nine months ended September 30, 2025, primarily driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 11.1%.
Operating revenues from recurring subscriptions increased 8.8% for the nine months ended September 30, 2025, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 15.9% for the nine months ended September 30, 2025, primarily 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 18.9%, 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 13.9%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
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
2024
2025
(in billions)
March
31,
June
30,
September
30,
December
31,
March
31,
June
30,
September
30,
AUM in ETFs linked to MSCI equity indexes
(1) (2)
$
1,582.6
$
1,631.9
$
1,761.8
$
1,724.7
$
1,783.1
$
2,024.6
$
2,211.0
Sequential Change in Value
Market Appreciation/(Depreciation)
$
92.8
$
21.2
$
111.3
$
(85.3)
$
16.4
$
193.0
$
140.0
Cash Inflows
20.9
28.1
18.6
48.2
42.0
48.5
46.4
Total Change
$
113.7
$
49.3
$
129.9
$
(37.1)
$
58.4
$
241.5
$
186.4
The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
2024
2025
(in billions)
March
June
September
December
March
June
September
AUM in ETFs linked to MSCI equity indexes
(1) (2)
Quarterly average
$
1,508.8
$
1,590.6
$
1,677.0
$
1,755.4
$
1,793.7
$
1,868.7
$
2,108.4
Year-to-date average
$
1,508.8
$
1,549.7
$
1,592.1
$
1,632.9
$
1,793.7
$
1,831.2
$
1,923.6
___________________________
(1)
The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at
http://ir.msci.com
. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
(2)
The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended September 30, 2025, was up $431.4 billion, or 25.7%. For the nine months ended September 30, 2025, the average value of AUM in ETFs linked to MSCI equity indexes was up $331.5 billion, or 20.8%.
Index segment Adjusted EBITDA expenses increased 11.2% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased
by 10.2%.
Index segment Adjusted EBITDA expenses increased 14.0% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 14.1%.
The following table presents the results for the Analytics segment for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating revenues:
Recurring subscriptions
$
178,292
$
168,150
6.0
%
$
517,828
$
490,829
5.5
%
Non-recurring
3,878
4,226
(8.2
%)
14,230
11,508
23.7
%
Operating revenues total
182,170
172,376
5.7
%
532,058
502,337
5.9
%
Adjusted EBITDA expenses
92,132
82,089
12.2
%
273,384
258,166
5.9
%
Adjusted EBITDA
$
90,038
$
90,287
(0.3
%)
$
258,674
$
244,171
5.9
%
Adjusted EBITDA margin %
49.4
%
52.4
%
48.6
%
48.6
%
Analytics operating revenues increased 5.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.6%.
Analytics segment Adjusted EBITDA expenses increased 12.2% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by higher information technology costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 11.5%.
Analytics operating revenues increased 5.9% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.8%.
Analytics segment Adjusted EBITDA expenses increased 5.9% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 6.3%.
Sustainability and Climate Segment
The following table presents the results for the Sustainability and Climate segment for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating revenues:
Recurring subscriptions
$
88,676
$
81,536
8.8
%
$
258,440
$
235,954
9.5
%
Non-recurring
1,449
2,107
(31.2
%)
5,215
5,428
(3.9
%)
Operating revenues total
90,125
83,643
7.7
%
263,655
241,382
9.2
%
Adjusted EBITDA expenses
55,319
53,654
3.1
%
173,351
166,372
4.2
%
Adjusted EBITDA
$
34,806
$
29,989
16.1
%
$
90,304
$
75,010
20.4
%
Adjusted EBITDA margin %
38.6
%
35.9
%
34.3
%
31.1
%
Sustainability and Climate operating revenues increased 7.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 5.1%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 3.1% for the three months ended September 30, 2025, primarily driven by higher benefits and compensation costs as a result of increased headcount costs as well as higher severance
costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have increased 2.0%.
Sustainability and Climate operating revenues increased 9.2% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 7.1%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 4.2% for the nine months ended September 30, 2025, primarily driven by higher benefits and compensation costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have increased 4.2%.
All Other – Private Assets
The following table presents the results for All Other – Private Assets for the periods indicated:
Three Months Ended
September 30,
% Change
Nine Months Ended
September 30,
% Change
(in thousands)
2025
2024
2025
2024
Operating revenues:
Recurring subscriptions
$
69,524
$
62,991
10.4
%
$
206,656
$
190,434
8.5
%
Non-recurring
447
813
(45.0
%)
1,826
2,520
(27.5
%)
Operating revenues total
69,971
63,804
9.7
%
208,482
192,954
8.0
%
Adjusted EBITDA expenses
50,648
47,526
6.6
%
155,002
146,803
5.6
%
Adjusted EBITDA
$
19,323
$
16,278
18.7
%
$
53,480
$
46,151
15.9
%
Adjusted EBITDA margin %
27.6
%
25.5
%
25.7
%
23.9
%
All Other – Private Assets operating revenues increased 9.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Total Plan Portfolio Management and Private Capital Intel products. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 8.3%.
All Other – Private Assets Adjusted EBITDA expenses increased 6.6% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 5.4%.
All Other – Private Assets operating revenues increased 8.0% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Portfolio Management and Transparency Data products, as well as growth from recurring subscription in Real Assets related to Index Intel products. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 7.2%.
All Other – Private Assets Adjusted EBITDA expenses increased 5.6% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 5.2%.
Operating Metrics
A substantial portion of MSCI’s operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term. In addition, we generate non-recurring revenues from one-time sales and other transactions or services that are discrete in nature or that have a defined life. The operating metrics defined below help management assess the
stability and growth of this recurring-revenue base and track non-recurring revenues. There have been no changes to the methodologies used to compute these metrics compared with prior periods.
Run Rate
Run Rate estimates, at a specific point in time, the annualized value of the recurring portion of executed client contracts (“Client Contracts”) expected to generate revenues over the next 12 months, assuming that all such Client Contracts are renewed and using fixed foreign exchange rates. Run Rate includes new Client Contracts upon execution, even if the license start date and related revenue recognition occur later.
For Client Contracts where fees are linked to an investment product’s assets or trading volume or fees (referred to as “Asset-based Fees”), the Run Rate calculation is based on:
•
For exchange-traded funds (“ETFs”): assets under management as of the last trading day of the period;
•
For non-ETF products: the most recent client-reported assets under management; and
•
For listed futures and options contracts: the most recent quarterly volumes and/or reported exchange fees.
Run Rate excludes fees associated with one-time or other non-recurring transactions.
We remove from Run Rate the annualized fee value associated with products or services under any Client Contracts when (i) we have received a notice of termination, reduction in fees, non-renewal or other clear indication that the client does not intend to continue its subscription at then current fees; and (ii) management has determined that such notice or indication reflects the client’s final decision to terminate, not renew or renew at a lower fee the applicable products or services, even if such termination or non-renewal is not yet effective (each such event, a “Subscription Cancellation”).
In general, when a client reduces the fees paid to MSCI associated with a reduction in the number of products or services to which it subscribes within a segment, or a switch between products or services within a segment, unless the client switches to a product or service that management considers a replacement, such reduction or switch is treated as a Subscription Cancellation, including for purposes of calculating MSCI’s Retention Rate (as detailed below). In the cases where the client switches products or services to a replacement service, only the net decrease, if any, is reported as a cancellation.
•
In the Analytics and Sustainability and Climate operating segments, substantially all such product or service switches are treated as replacements and are netted accordingly.
•
In contrast, in the Index, Real Assets, and Private Capital Solutions operating segments, such netting treatment is applied only in limited circumstances.
Run Rate may differ from revenues recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Changes in our recurring revenues typically lag changes in Run Rate. Key factors include, but are not limited to:
•
Immediate recognition of the annualized value of newly executed recurring Client Contracts;
•
Immediate removal of the annualized value of Subscription Cancellations on Client Contracts;
•
Immediate updates to reflect modifications to existing Client Contracts, including changes in price or scope of services;
•
Timing differences between the effective date of service delivery and contract execution (e.g., Client Contracts with implementation periods, fee waivers or future-dated start terms);
•
Variability in revenues driven by exogenous factors, such as changes in reference asset values, currency exchange rates or investment flows;
•
Variability in revenues tied to trading volumes of futures and options contracts linked to MSCI indexes; and
•
The effects of acquisitions and divestitures.
•
Multi-period agreements with contractual price escalators where the total revenue is recognized ratably over the contract period.
Organic recurring subscription Run Rate growth is defined as the period-over-period growth in Run Rate, excluding:
•
The impact of changes in foreign currency exchange rates;
•
The impact of acquisitions during the first 12 months following the transaction date; and
•
The impact of divestitures, where Run Rate from divested businesses are excluded from prior period Run Rates.
The following table presents Run Rates as of the dates indicated and the growth percentages over the periods indicated:
As of
(in thousands)
September 30,
2025
September 30,
2024
Run Rate Growth %
Organic Run Rate Growth %
Index:
Recurring subscriptions
$
988,125
$
906,803
9.0
%
9.0
%
Asset-based fees
799,744
683,462
17.0
%
17.0
%
Index total
1,787,869
1,590,265
12.4
%
12.4
%
Analytics
742,404
691,333
7.4
%
6.9
%
Sustainability and Climate
370,809
344,015
7.8
%
5.8
%
All Other - Private Assets
285,418
268,577
6.3
%
5.5
%
Total Run Rate
$
3,186,500
$
2,894,190
10.1
%
9.7
%
Recurring subscriptions total
$
2,386,756
$
2,210,728
8.0
%
7.4
%
Asset-based fees
799,744
683,462
17.0
%
17.0
%
Total Run Rate
$
3,186,500
$
2,894,190
10.1
%
9.7
%
Total Run Rate increased 10.1%, driven by a 8.0% increase from recurring subscriptions, primarily driven by increases in the asset manager, banks and broker-dealer, hedge fund and asset owner client segments, as well as a 17.0% increase from asset-based fees.
Run Rate from Index recurring subscriptions increased 9.0%, primarily driven by growth from market cap-weighted and custom Index products. The increase reflected growth across all regions and client segments.
Run Rate from Index asset-based fees increased 17.0%, 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 7.4%, primarily driven by growth in both Equity Analytics and Multi-Asset Class products, and reflected growth across all regions.
Run Rate from Sustainability and Climate products increased 7.8%, driven by growth in Ratings and Climate products, with growth primarily attributable to EMEA. The increase is primarily driven by growth in asset manager and wealth manager client segments.
Run Rate from All Other - Private Assets increased 6.3%, primarily driven by growth from Private Capital Solutions related to Total Plan Portfolio Management, Private Capital Intel and Transparency Data products, and reflected growth across all regions. The increase is primarily driven by growth in asset owner and asset manager client segments.
Sales
Sales represents the annualized value of products and services that clients have committed to purchase from MSCI and that are expected to result in additional operating revenues.
Non-recurring sales represent the aggregate value of client agreements entered into during the period that generate non-recurring fees and are not included in Run Rate (as defined elsewhere herein), even if such agreements span multiple periods or years.
New recurring subscription sales represent the annualized value of additional client commitments entered into during the period - such as new Client Contracts, expansions of existing Client Contracts or price increases - that contribute to Run Rate.
Net new recurring subscription sales represent new recurring subscription sales minus the impact of Subscription Cancellations, capturing the net impact to Run Rate for the period.
Total gross sales is the sum of new recurring subscription sales and non-recurring sales.
Total net sales is total gross sales minus the impact of Subscription Cancellations.
Changes in foreign currency are calculated by applying the exchange rates from the prior comparable period to the current period’s foreign currency-denominated Run Rate.
The following table presents our Retention Rate for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Index
95.8%
95.4%
96.1%
94.6%
Analytics
94.4%
93.8%
94.5%
94.4%
Sustainability and Climate
93.6%
93.0%
94.0%
92.7%
All Other - Private Assets
93.3%
92.7%
92.0%
92.0%
Total
94.7%
94.2%
94.8%
93.9%
Retention Rate is a key performance metric that provides insight into the stability and durability of MSCI’s recurring revenue base. Subscription cancellations reduce Run Rate and, over time, lower future operating revenues.
For full-year periods, Retention Rate is calculated as the retained subscription Run Rate, which is defined as the subscription Run Rate at the beginning of the fiscal year minus actual subscription cancellations during the fiscal year, expressed as a percentage of the subscription Run Rate at the beginning of the fiscal year.
For interim (non-annual) periods, Retention Rate is presented on an annualized basis. The annualized Retention Rate is calculated by:
1.
Dividing annualized subscription cancellations in the period by the subscription Run Rate at the beginning of the fiscal year, to determine a cancellation rate; and
2.
Subtracting that rate from 100%, to derive the annualized Retention Rate.
Retention Rate is calculated by operating segment and is based on an individual product or service level within each segment. We do not calculate Retention Rate for the portion of Run Rate attributable to Asset-based Fees.
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 September 30, 2025, we had an aggregate of $5.5 billion in Senior Notes outstanding. In addition, we had as of September 30, 2025 an aggregate of $0.1 billion in outstanding borrowings under the Revolving Credit Facility. See Note 7, “Debt” of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and revolving credit facility.
On August 8, 2025, we issued $1.25 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering. The 2035 Senior Notes mature on September 1, 2035. At any time prior to June 1, 2035, we may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after June 1, 2035, the 2035 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.
On August 20, 2025, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement increases the aggregate revolving commitments to $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”), and extends the availability period until August 20, 2030. Prior to entering into the Credit Agreement, we applied the proceeds of the offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.
The indentures governing our Senior Notes (the “Indentures”)
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 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) during any Non-Investment Grade Covenant Period (as defined in the Credit Agreement), the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 3.00:1.00. As of September 30, 2025, our Consolidated Leverage Ratio was 2.70:1.00.
Share Repurchases
The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases:
Nine months ended
(in thousands except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased
(1)
September 30, 2025
$
559.44
2,703
$
1,512,260
September 30, 2024
$
500.52
880
$
440,265
___________________________
(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).
On October 25, 2025, the Board of Directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $3.0 billion worth of shares of MSCI’s common stock (the “2025 Repurchase Program”), which supersedes and replaces the 2024 Repurchase Program authorized. Share repurchases made pursuant to the 2025 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.
Cash Dividends
On October 27, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending September 30, 2025. The fourth quarter 2025 dividend is payable on November 28, 2025 to shareholders of record as of the close of trading on November 14, 2025.
Cash Flows
The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated:
As of
(in thousands)
September 30,
2025
December 31,
2024
Cash and cash equivalents (includes restricted cash of $3,656 and
$3,497 at September 30, 2025 and December 31, 2024, respectively)
$
400,089
$
409,351
We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of September 30, 2025 and December 31, 2024, $253.5 million and $265.5 million, respectively, of the Company’s cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions. We believe the global cash and cash equivalent balances that
are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products.
We believe that global cash flows from operations, together with existing cash and cash equivalents and funds available under our existing revolving credit facility and our ability to access bank debt, private debt and the capital markets for additional funds, will continue to be sufficient to fund our global operating activities and cash commitments for investing and financing activities, such as material capital expenditures and share repurchases, for at least the next 12 months and for the foreseeable future thereafter. In addition, we expect that foreign cash flows from operations, together with existing cash and cash equivalents, will continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and for the foreseeable future thereafter.
Net Cash Provided by (Used In) Operating, Investing and Financing Activities
Nine Months Ended
September 30,
(in thousands)
2025
2024
Net cash provided by operating activities
$
1,087,316
$
1,070,994
Net cash (used in) investing activities
(93,614)
(107,522)
Net cash (used in) provided by financing activities
(1,012,200)
(926,125)
Effect of exchange rate changes
9,236
1,939
Net increase (decrease) in cash, cash equivalents and restricted cash
$
(9,262)
$
39,286
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, partially offset by higher payments for cash expenses.
Our primary uses of cash from operating activities a
re 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 due to prior year acquisitions partially offset by increased capital expenditures.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by the impact of higher share repurchases, repayment of borrowings and dividend payments, partially offset by proceeds from borrowings.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are subject to foreign currency exchange fluctuation risk. Exchange rate movements can impact the U.S. dollar-reported value of our revenues, expenses, assets and liabilities denominated in non-U.S. dollar currencies or where the currency of such items is different than the functional currency of the entity where these items were recorded.
We generally invoice our clients in U.S. dollars; however, we invoice a portion of our clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the nine months ended September 30, 2025 and 2024, 17% and 17%, 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 17% of non-U.S. dollar exposure for the nine months ended September 30, 2025, 43% was in Euros, 32% was in British pounds sterling and 18% was in Japanese yen. Of the 17% of non-U.S. dollar exposure for the nine months ended September 30, 2024, 42% was in Euros, 33% was in British pounds sterling and 18% was in Japanese yen.
Revenues from asset-based fees represented 24% and 23% of operating revenues for the nine months ended September 30, 2025 and 2024, 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% and 42% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints and Mexican pesos.
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 $6.4 million and $5.0 million for the nine months ended September 30, 2025 and 2024, 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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Various lawsuits, arbitrations, claims, government inquiries, requests for information, subpoenas, regulatory investigations, examinations, inspections and other legal or regulatory processes have been or may be instituted or asserted against the Company in the ordinary course of business. While the potential losses could be substantial, due to uncertainties surrounding the potential outcomes, management cannot currently reasonably estimate the possible loss or range of loss that may arise from these matters. Consequently, it is possible that MSCI’s business, operating results, financial condition or cash flows in a particular period could be materially affected by these matters. However, based on facts currently available, we believe 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, 2024.
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, 2024, that, if they were to materialize or occur, would, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
There were no unregistered sales of equity securities during the three months ended September 30, 2025.
The table below presents information with respect to purchases made by or on behalf of the Company of its shares of common stock during the three months ended September 30, 2025.
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
(in millions)
(3)
July 1, 2025 - July 31, 2025
473,708
$
552.72
473,453
$
987
August 1, 2025 - August 31, 2025
790,138
$
562.07
789,975
$
543
September 1, 2025 - September 30, 2025
925,861
$
561.60
925,861
$
23
Total
2,189,707
$
559.85
2,189,289
$
23
___________________________
(1)
Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company.
(2)
Excludes 1% excise tax incurred on share repurchases.
(3)
See Note 9, “Shareholders’ Equity (Deficit),” of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding our stock repurchase program.
Item 5. Other Information
During the three months ended September 30, 2025, 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, except as set forth below.
On
September 3, 2025
,
Andrew C. Wiechmann
, the
Chief Financial Officer of the Company
,
adopted
a Rule 10b5-1(c) trading plan (the “Wiechmann Trading Plan”). The Wiechmann Trading Plan provides for the potential sale
of up to
1,800
share
s of the Company’s common stock and will remain in effect until
November 4, 2026
, subject to early termination in accordance with its terms.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 28, 2025
MSCI INC.
(Registrant)
By:
/s/ Andrew C. Wiechmann
Andrew C. Wiechmann
Chief Financial Officer
(Principal Financial Officer)
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