What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-07 compared with 2024-02-09 · 277 added, 213 removed, 956 unchanged (34% of the section changed)

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Subsequent Events

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management's Annual Report on Internal Control Over Financial Reporting, management has excluded The Burgiss Group, LLC and Trove Research Ltd from its assessment of internal control over financial reporting as of December 31, 2023, because they were acquired by the Company in purchase business combinations during 2023.

We have also excluded The Burgiss Group, LLC and Trove Research Ltd from our audit of internal control over financial reporting.

The Burgiss Group, LLC and Trove Research Ltd are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 0.7% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

The principal considerations for our determination that performing procedures relating to revenue recognition for recurring subscriptions, asset-based fees, and non-recurring revenues is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

The principal considerations for our determination that performing procedures relating to revenue recognition for recurring subscriptions, asset-based fees, and non-recurring revenues is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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These procedures also included, among others, testing a sample of revenue transactions by obtaining and inspecting source documents which included (i) sales contracts or agreements, invoices, and cash receipts, where applicable, for recurring subscriptions and non-recurring revenues, and (ii) sales contracts or agreements, invoices, and cash receipts, where applicable, and AUM data from independent third-party sources or information provided by the Company’s customers, where applicable, to recalculate revenue recognized for asset-based fees.

Acquisition of The Burgiss Group, LLC - Valuation of Customer Relationships and Proprietary Data Intangible Assets

As described in Note 5 to the consolidated financial statements, in October 2023 the Company completed the acquisition of the remaining 66.4% interest in The Burgiss Group, LLC for an aggregate cash purchase price of $696.8 million.

Of the acquired intangible assets, $229.9 million of proprietary data and $179.9 million of customer relationships were recorded.

The fair values of acquired intangible assets were determined using the relief from royalty method for proprietary data and the multi-period excess earnings method for customer relationships.

The significant assumptions used to estimate the fair value of the acquired customer relationships and proprietary data included forecasted cash flows and discount rates.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and proprietary data intangible assets acquired in the The Burgiss Group, LLC acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships and proprietary data intangible assets acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to certain forecasted cash flows assumptions and discount rates;

Goodwill Impairment Assessments – Real Assets and Private Capital Solutions Reporting Units

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $2.9 billion as of December 31, 2024.

Management tests goodwill for impairment on an annual basis on July 1 st and on an interim basis when certain events and circumstances exist.

The test for impairment is performed at the reporting unit level.

Goodwill impairment is determined by comparing the fair value of a reporting unit with its carrying value.

If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not deemed to be impaired.

If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit.

As disclosed by management, as of December 31, 2024, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units was $689.8 and $617.8 million, respectively.

Management uses an equal weighting of the income approach and the market approach to estimate the fair value of each reporting unit.

The income approach requires significant judgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate.

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.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Real Assets and Private Capital Solutions reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Real Assets and Private Capital Solutions reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and proprietary data intangible assets.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for developing the fair value estimate of the customer relationships and proprietary data acquired.

Testing management’s process included (i) evaluating the appropriateness of the relief

from royalty and multi-period excess valuation methods used by management;

(ii) testing the completeness and accuracy of data provided by management;

and (iii) evaluating the reasonableness of the significant assumptions used by management related to certain forecasted cash flows assumptions and discount rates.

Evaluating the reasonableness of certain forecasted cash flows assumptions for customer relationships and proprietary data involved considering (i) the company specific factors and the past performance of the acquired business;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Real Assets and Private Capital Solutions reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Real Assets and Private Capital Solutions reporting units;

(ii) evaluating the appropriateness of the income approach and market approach used by management;

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testing the completeness and accuracy of underlying data used in the income approach and market approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples.

Evaluating management’s assumptions related to certain revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Real Assets and Private Capital Solutions reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the relief from royalty and multi-period excess valuation methods and the reasonableness of certain significant assumptions related to the forecasted cash flows and discount rate assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and market approach, (ii) the reasonableness of the discount rate assumptions and certain revenue growth rate assumptions used in the income approach, and (iii) the reasonableness of guideline companies and valuation multiples used in the market approach.

/s/ PricewaterhouseCoopers LLP

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We have served as the Company’s auditor since 2014.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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Intangible assets, net 907,613 956,234

Equity method investment — 214,389

Deferred tax assets 40,626 41,074

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF INCOME

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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Other adjustments ( 2,704 ) 6,863 1,361

Changes in assets and liabilities, net of the effect of acquisitions and dispositions:

Changes in assets and liabilities:

Accounts receivable 10,226 ( 149,529 ) ( 6,624 )

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Acquisition of a business, net of cash acquired ( 27,467 ) ( 727,342 ) —

Acquisition of equity method investment — ( 5 ) ( 26,361 )

Acquisition of assets, net of cash acquired — — ( 6,512 )

Capital expenditures ( 33,762 ) ( 22,757 ) ( 13,617 )

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Other ( 1,670 ) ( 1,185 ) ( 6,435 )

Acquisition of equity method investment — — ( 5 )

Net cash used in investing activities ( 144,255 ) ( 819,378 ) ( 79,335 )

Cash flows from financing activities

Proceeds from borrowings, inclusive of premium — 355,000 1,803,750

Repayment of borrowings ( 8,750 ) ( 7,188 ) ( 1,051,810 )

Repurchase of common stock held in treasury ( 885,266 ) ( 504,188 ) ( 1,397,506 )

Payment of dividends ( 509,109 ) ( 440,993 ) ( 372,915 )

Payment of debt issuance costs in connection with debt — ( 2,560 ) ( 21,612 )

Payment of contingent consideration — ( 211 ) —

Net cash provided by (used in) financing activities ( 953,931 ) ( 1,425,380 ) 229,505

Repayment of borrowings ( 559,063 ) ( 8,750 ) ( 7,188 )

Proceeds from borrowings 556,875 — 355,000

Payment of debt issuance costs ( 3,739 ) — ( 2,560 )

Payment of contingent consideration and deferred purchase price from acquisitions ( 2,006 ) — ( 211 )

Net cash used in financing activities ( 1,402,308 ) ( 953,931 ) ( 1,425,380 )

Effect of exchange rate changes ( 7,406 ) 5,409 ( 18,539 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 531,871 ) ( 427,885 ) 120,928

Net increase (decrease) in cash, cash equivalents and restricted cash ( 52,342 ) ( 531,871 ) ( 427,885 )

Cash, cash equivalents and restricted cash, beginning of period 461,693 993,564 1,421,449

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See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community.

Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions.

Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios.

Our 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;

environmental, social and governance (“ESG”) and climate solutions;

and private asset data and analysis.

sustainability and climate solutions;

and private asset data and analytics.

Basis of Presentation

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and its wholly owned subsidiaries, are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Certain prior period amounts have been reclassified to conform to the current period presentation.

On October 2, 2023, the Company acquired the remaining 66.4 % interest in The Burgiss Group, LLC (“Burgiss”) for $ 696.8 million in cash.

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The Company’s existing 33.6 % interest had a fair value of $ 353.2 million at the date of acquisition.

This resulted in a non-taxable, one-time gain on the remeasurement of our equity method investment in Burgiss of $ 143.0 million following the acquisition.

This resulted in a non-taxable, one-time gain on the remeasurement of our equity method investment in Burgiss of $ 143.0 million in the fourth quarter of 2023.

During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions.

Burgiss’ consolidated results were included in the Company’s All Other – Private Assets reportable segment following the acquisition.

Burgiss’ consolidated results were included in the Company’s All Other – Private Assets category following the acquisition.

Significant Accounting Policies

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The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the 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 the assessment of the fair value of acquired intangible assets;

the assessment of impairment of goodwill and intangible assets;

and income taxes.

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 consolidated financial statements are reasonable;

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A client can receive a discount for purchasing a bundle of products or services if the sum of the standalone selling price of those promised products or services in the contract exceeds the promised consideration in the contract.

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For services where the transaction price is variable such as based upon assets under management (“AUM”), volume of trades or fee levels, the transaction price is based upon pricing models and is not allocated at the inception of the contract but rather falls within the sales and usage-based royalty exception under which the price and associated revenue are based upon actual known performance or best estimates of actual performance during the performance period.

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Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

Revenues By Segment

Revenues By Segment and All – Other Private Assets

Index segment operating revenues consist of fees earned primarily for licenses of index data subscriptions, performance obligations to deliver the data are satisfied over time and, accordingly, revenue is recognized ratably over the term of the agreement pursuant to the contract terms.

With respect to licenses to create indexed investment products, such as ETFs, passively managed funds, or licenses which allow certain exchanges to use MSCI’s indexes as the basis for futures and options contracts, MSCI’s performance obligation allows customers to use the Company’s intellectual property ( e.g.

With respect to licenses to create indexed investment products, such as exchange-traded funds (“ETFs”), passively managed funds, or licenses which allow certain exchanges to use MSCI’s indexes as the basis for futures and options contracts, MSCI’s performance obligation allows customers to use the Company’s intellectual property ( e.g.

, the indexes) as the basis of the funds or other investment products the customers create over the term of the agreement.

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The level of performance achieved is based on information obtained from independent third-party sources or best estimates taking into account the most recently reported information from the client.

Analytics segment operating revenues are recognized as MSCI satisfies performance obligations through providing access to its proprietary models or hosted applications and, in some cases, delivery of managed services, which are typically satisfied over time, and accordingly, operating revenues are recognized ratably over the term of the service period.

Analytics segment operating revenues are recognized as MSCI satisfies performance obligations through providing access to its proprietary models or hosted applications and, in some cases, delivery of managed services, which are typically satisfied over time, and operating revenues are recognized ratably over the term of the service period.

For implementation services, MSCI meets its performance obligation once the implementation is complete and the related service is available for the client to use.

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For custom ESG research data, the performance obligation is typically satisfied, and revenue is recognized, at the point in time when the data is updated and available to the client.

All Other – Private Assets segment operating revenues are recognized as MSCI's performance obligations to provide analysis, insights and data to clients are satisfied.

All Other – Private Assets operating revenues are recognized as MSCI's performance obligations to provide analysis, insights and data to clients are satisfied.

The majority of these performance obligations are satisfied over the term of the license period, with operating revenues recognized ratably.

Certain other Real Assets products, including benchmark reports, are recognized at the point in time when the Company satisfies the performance obligation through delivery to the client.

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Share-Based Compensation

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In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs.

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Deferred Revenue

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Balance as of December 31, 2024

Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired.

Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets.

The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Subtopic 350-10, “ Intangibles—Goodwill and Other .”

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If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit.

The Company completed its annual goodwill impairment test as of July 1, 2023 on its Index, Analytics, ESG and Climate, and Real Assets reporting units, which were also the Company’s operating segments as of July 1, 2023, and no impairments were noted.

The Company performed a qualitative test for impairment and determined that it was not more likely than not that the fair value of its reporting units is less than their respective carrying values.

The Company completed its annual goodwill impairment test as of July 1, 2024 on its Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions reporting units, which were also the Company’s operating segments.

As of July 1, 2024,the Company performed a quantitative test for impairment and determined that the fair value of all reporting units exceeded their respective carrying values.

See Note 13, “Segment Information,” for further descriptions of the operating segments.

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The Company amortizes definite-lived intangible assets over their estimated useful lives.

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be

The Company also reviews the useful lives on a periodic basis to determine if the period of economic benefit has changed.

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

The Company also reviews the useful lives on a periodic basis to determine if the period of economic benefit has

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If the carrying value of an intangible asset exceeds its fair value, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value.

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Right of use assets are recognized on the commencement date based on the present value of lease payments over the lease term adjusted for initial direct costs and lease incentives received or deemed probable of being received.

MSCI uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments.

MSCI uses its incremental borrowing rate based on the information available on the commencement date of the lease in determining the present value of lease payments.

The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

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The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity (deficit).

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Accrued Compensation

A significant portion of the Company’s employee incentive compensation programs are discretionary.

The Company makes significant estimates in determining its accrued compensation and benefits expenses.

The Company makes estimates in determining its accrued compensation and benefits expenses.

Accrued cash incentive estimates reflect an assessment of performance versus targets and other key performance indicators at the Company, operating segment and employee level.

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accounted for 17.9 %, 16.8 % and 17.4 % of the Index segment’s operating revenues, respectively.

No single customer accounted for 10.0% or more of operating revenues within the Analytics, ESG and Climate and All Other – Private Assets segments for the years ended December 31, 2023, 2022 and 2021.

No single customer accounted for 10.0% or more of operating revenues within Analytics, ESG and Climate or All Other – Private Assets for the years ended December 31, 2024, 2023 and 2022.

Cash and Cash Equivalents

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The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of this update on its consolidated financial statements.

ASU 2023-07 was adopted by the Company and is 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.

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The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this update on its consolidated financial statements.

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 fiscal 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.

REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type, which generally reflects the timing of 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 revenues types are recurring subscriptions, asset-based fees and non-recurring revenues.

The Company also disaggregates operating revenues by segment.

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The tables that follow present the disaggregated operating revenues for the periods indicated:

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As of December 31, 2024, 2023 and 2022, the Company carried a long-term deferred revenue balance of $ 32.2 million, $ 28.8 million and $ 29.4 million, respectively, in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

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For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue.

The remaining performance

obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:

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:

(in thousands) December 31,

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On October 2, 2023, the Company acquired the remaining 66.4 % interest in Burgiss for $ 696.8 million in cash (the “step acquisition”).

The acquisition of Burgiss will provide the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.

The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within the All Other – Private Assets reportable segment.

With the step acquisition, we renamed the Burgiss operating segment to Private Capital Solutions.

The Company’s existing 33.6 % interest had a fair value at acquisition date of $ 353.2 million which resulted in a non-taxable gain of $ 143.0 million.

The Company’s existing 33.6 % interest in Burgiss had a fair value at acquisition date of $ 353.2 million which resulted in a non-taxable gain of $ 143.0 million which the Company recognized during the three months ended December 31, 2023.

The acquisition of Burgiss provides the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.

With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions.

Prior to the step acquisition, Burgiss was accounted for as an equity-method investment.

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A portion of Burgiss’s client agreements do not have automatic renewal clauses at the end of the subscription period.

Due to the historically high retention rate and expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.

The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

Due to the historically high retention rate, the expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.

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The table below represents the final purchase price allocation to total assets acquired and liabilities assumed based on their respective estimated fair values as of October 2, 2023 and the associated estimated useful lives of acquired intangibles as of that date.

(in thousands) Estimated

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Goodwill attributable to the acquisition is deductible for federal income tax purposes to the extent of consideration paid.

Revenue of Burgiss recognized within the consolidated financial statements was $ 25.4 million for the year ended December 31, 2023.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $ 37.9 million in cash.

Revenue of Burgiss recognized within the consolidated financial statements was $ 105.9 million and $ 25.4 million for the year ended December 31, 2024 and 2023, respectively.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider.

Trove is a part of the ESG and Climate operating segment.

As of December 31, 2023, the Company had outstanding an aggregate of $ 4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and an aggregate of $ 339.1 million in senior unsecured tranche A term loans (the “Tranche A Term Loans”) under the term loan A facility (the “TLA Facility”), as presented in the table below:

On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc.

(“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors.

Fabric is a part of the Analytics operating segment.

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

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd.

(“Foxberry”), a front-office index technology platform.

Foxberry is a part of the Index operating segment.

The contingent consideration related to Foxberry is payable based upon the achievement of integration metrics related to the operation of the platform.

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

The liability associated with any contingent consideration is remeasured to fair value at each reporting date subsequent to the acquisition and changes in the fair value are recorded in the Consolidated Statements of Income.

The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:

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(in thousands, except weighted average amortization period of intangible asset) Trove Fabric Foxberry

Acquisition Date

November 1, 2023 January 2, 2024 April 16, 2024

Cash payments

$ 37,465 $ 7,959 $ 20,945

Deferred payments — — 2,529

Contingent consideration liability — 8,146 19,094

Aggregate purchase price

$ 37,465 $ 16,105 $ 42,568

Net tangible assets acquired (liabilities assumed)

$ ( 4,787 ) $ ( 1,099 ) $ ( 3,877 )

Intangible assets

7,705 11,300 22,500

34,547 5,904 23,945

Aggregate purchase price

$ 37,465 $ 16,105 $ 42,568

Weighted average amortization period of intangible assets (years)

The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily include forecasted product sales, probability of achievement of certain integration targets and discount rates.

The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market.

As of December 31, 2024, the fair value of the contingent consideration was $ 28.6 million, of which $ 9.4 million is included in “Other accrued liabilities” and $ 19.2 million is included in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

Changes in the Company’s Level 3 financial liabilities for the periods indicated were as follows:

(in thousands) December 31,

Beginning balance $ — $ — $ —

Additions of contingent consideration (1)

Change in fair value 1,407 — —

Payments — — —

Ending Balance $ 28,647 $ — $ —

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(1) Reflects balance of contingent consideration at acquisition date fair value.

The recorded goodwill for Trove is primarily attributable to expected synergies from the utilization of the acquired data as well as expanded market opportunities.

The recorded goodwill amounts for Fabric and Foxberry are primarily attributable to expected synergies from the utilization of the acquired technology platforms.

Goodwill attributable to the acquisitions of Fabric, Trove and Foxberry are not deductible for federal income tax purposes.

Revenue of Trove, Fabric and Foxberry recognized within the Consolidated Statement of Income was not material for the years ended December 31, 2024 or 2023.

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As of December 31, 2024, the Company had outstanding an aggregate of $ 4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $ 336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:

(in thousands) Maturity Date Principal

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February 16, 2027 — — 337,959 — 337,367

Variable rate Revolving Loan Commitments (2)

January 26, 2029 336,875 336,875 — 333,506 —

Total debt $ 4,536,875 $ 4,510,816 $ 4,507,728 $ 4,147,217 $ 4,124,310

__________________________

(1) On January 26, 2024, all Tranche A Term Loans under the Prior Credit Agreement were repaid in full from proceeds from the Revolving Credit Facility under the Credit Agreement.

(2) Includes $ 10.9 million of current-portion of long-term debt.

(1) All senior unsecured Tranche A Term Loans (as defined below) were repaid and extinguished during the year ended December 31, 2024.

(2) As of December 31, 2024, there were $ 4.0 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility (“Revolving Loan Commitments”) of which $ 1.0 million is included in “Prepaid and other assets,” and $ 3.0 million is included in “Other non-current assets” on the Consolidated Statement of Financial Condition.

Maturities of the Company’s principal debt payments as of December 31, 2024 are as follows:

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(in thousands) Amounts

2029 1,336,875

Thereafter 3,200,000

Total debt $ 4,536,875

_________________________

(1) All principal payments for years 2024-2027 relate to payments on the Company’s Tranche A Term Loans which were repaid in full on January 26, 2024 from proceeds from the Revolving Credit Facility under the Credit Agreement.

Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:

Interest payment frequency First interest

Senior Notes and Tranche A Term Loans

Senior Notes and Revolving Loan Commitments

4.000 % senior unsecured notes due 2029

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Semi-Annual February 15

Variable rate Tranche A Term Loans due 2027 (1)

Variable July 11

Variable rate Revolving Loan Commitments (1)

Variable February 26

______________________________

(1) The first payment occurred on July 11 , 2022.

On January 26, 2024, all Tranche A Term Loans under the Prior Credit Agreement were repaid in full from proceeds from the Revolving Credit Facility under the Credit Agreement.

(1) The first payment occurred on February 26 , 2024.

The fair market value of the Company’s debt obligations represent Level 2 valuations.

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The $ 1,000.0 million aggregate principal amount of 4.000 % senior unsecured notes due 2029 (the “2029 Senior Notes”) are scheduled to mature on November 15, 2029 .

At any time prior to November 15, 2024, the Company may redeem all or part of the 2029 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 and additional interest, if any, thereon, to the date of redemption.

In addition, the Company may redeem all or part of the 2029 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2024, at redemption prices set forth in the indenture governing the 2029 Senior Notes.

The Company may redeem all or part of the 2029 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2024, at redemption prices set forth in the indenture governing the 2029 Senior Notes.

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The $ 900.0 million aggregate principal amount of 3.625 % senior unsecured notes due 2030 (the “2030 Senior Notes”) are scheduled to mature on September 1, 2030 .

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In addition, the Company may redeem all or part of the 2031B Senior Notes, together with accrued and unpaid interest, on or after November 1, 2026, at redemption prices set forth in the indenture governing the 2031B Senior Notes.

At any time prior to November 1, 2024, the Company may use the proceeds of certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2031B Senior Notes, including any permitted additional notes, at a redemption price equal to 103.625 % of the principal amount plus accrued and unpaid interest, if any, to the redemption date.

The $ 700.0 million aggregate principal amount of 3.250 % Senior Unsecured Notes due 2033 (the “2033 Senior Notes”) are scheduled to mature on August 15, 2033 .

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In addition, the Company may redeem all or part of the 2033 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2027, at redemption prices set forth in the indenture governing the 2033 Senior Notes.

At any time prior to August 15, 2024, the Company may use the proceeds of certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2033 Senior Notes, including any permitted additional notes, at a redemption price equal to 103.250 % of the principal amount plus accrued and unpaid interest, if any, to the redemption date.

Credit Agreement.

Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks.

On June 9, 2022, the Company, the guarantors party thereto and the lenders and agents party thereto, entered into an Amended and Restated Credit Agreement (the “Prior Credit Agreement”).

On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Prior Credit Agreement.

The Credit Agreement makes available an aggregate of $ 1,250.0 million of revolving loan commitments under the Revolving Credit Facility, which may be drawn until January 26, 2029.

The Revolving Credit Facility under the Credit Agreement was drawn at closing in an amount sufficient to prepay all term loans outstanding under the TLA Facility under the Prior Credit Agreement.

On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”).

The Credit Agreement makes available to the Company an aggregate of $ 1,250.0 million of Revolving Loan Commitments under a revolving credit facility (the “ Revolving Credit Facility”), which may be drawn until January 26, 2029 .

At the closing of the Credit Agreement, the Company drew $ 336.9 million on the Revolving Credit Facility and primarily used the proceeds to prepay all senior unsecured Tranche A Term Loans (the “Tranche A Term Loans”) under the term loan A facility (the “TLA Facility”) under the Prior Credit Agreement.

The obligations under the Credit Agreement are general unsecured obligations of the Company.

The prepayment of the Tranche A Term Loans and the entry into the Credit Agreement resulted in an approximately $ 1.5 million loss on extinguishment related to unamortized debt issuance costs during the three months ended March 31, 2024.

The loss on extinguishment was recorded in “Other expense (income)” on the Consolidated Statement of Income.

As of December 31, 2024, the Company had $ 336.9 million of revolving loans outstanding under the Revolving Credit Facility.

The Company may use the Revolving Credit Facility for general corporate purposes (including, working capital and acquisitions and other transactions permitted under the Credit Agreement).

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement).

So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50 % for Base Rate loans, and 1.50 % for SOFR loans.

The Prior Credit Agreement made available to the Company on December 31, 2023 an aggregate of $ 500.0 million of revolving loan commitments, which could be drawn until February 16, 2027, and the TLA Facility.

As of December 31, 2023, the revolving loan commitments were undrawn.

As noted above, as of December 31, 2023, the commitments under the TLA Facility were drawn in full.

The obligations under the Prior Credit Agreement were general unsecured obligations of the Company and the guarantors party thereto.

Interest on the Tranche A Term Loans under the TLA Facility accrued, at a variable rate, based on SOFR or the Base Rate, plus, in each case, an applicable margin and was due on each Interest Payment Date.

The applicable margin was calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ranged between 1.50 % to 2.00 % for SOFR loans, and 0.50 % to 1.00 % for Base Rate loans.

At December 31, 2023, the interest rate on the TLA Facility was 7.46 %.

In connection with the closings of the Senior Notes offerings, entry into the Prior Revolving Credit Agreement and the subsequent amendments thereto, including 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 December 31, 2024, the interest rate on the revolving loans under the Revolving Credit Facility was 6.0 % .

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto, and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives.

At December 31, 2024, $ 30.1 million of the deferred financing fees and premium remain unamortized, $ 1.0 million of which is included in “Prepaid and other assets,” $ 3.0 million of which is included in “Other non-current assets” and $ 26.1 million of which is included in “Long-term debt” on the Consolidated Statement of Financial Condition.

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

Twelve Months Ended

(in thousands) 2023 2022 2021

(in thousands) December 31,

Operating lease expenses $ 31,321 $ 29,240 $ 29,724

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Some of the leases also provide for early termination, the exercise of which would shorten the term of those leases by up to 5 years.

The Company recorded pre-tax impairment charges associated with right of use assets of $ 8.4 million for the year ended December 31, 2021.

The impairment charges are included in General and administrative expenses within the consolidated statements of income.

Maturities of the Company’s operating lease liabilities, interest and other relevant line items in the Consolidated Statement of Financial Condition as of December 31, 2024 are as follows:

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operating lease liabilities $ 32,386 $ 12,568 $ 15,979

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

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GOODWILL AND INTANGIBLE ASSETS, NET

The following table presents goodwill by reportable segment:

The following table shows the changes in our goodwill balances from December 31, 2022 to December 31, 2024:

(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total

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Acquisitions⁽ 1 ⁾

— — 34,912 618,415 653,327

Foreign exchange translation adjustment 1,813 — 1,765 1,117 4,695

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______________________________

(1) Reflects the impact of the acquisition of RCA.

(2) Reflects the impact of the acquisitions of Burgiss and Trove.

(1) Reflects the opening balance sheet impact of the acquisitions of Trove and Burgiss.

(2) Reflects the opening balance sheet and measurement period adjustment impacts of the acquisitions of Foxberry, Fabric, Trove and Burgiss.

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Intangible Assets, Net

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Amortization expense of internally developed capitalized software 60,996 42,126 27,709

Write-off of internally developed capitalized software — — 16,013

Total amortization of intangible assets expense $ 164,037 $ 114,429 $ 91,079

Following management’s decision to discontinue development and cease related sales activities of certain Analytics segment products and transition existing customers to other product offerings, the Company wrote off $ 16.0 million of certain internally developed capitalized software intangible assets (consisting of $ 46.3 million of gross intangible assets less $ 30.3 million of accumulated amortization) during the year ended December 31, 2021.

The non-cash charge is recorded as a component of “Amortization of intangible assets” on the Consolidated Statement of Income.

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

(in thousands) Estimated

Useful Lives December 31,

December 31, 2024 December 31, 2023

(in thousands) Gross intangible assets:

Accumulated amortization:

Net intangible assets:

Gross intangible assets:

Customer relationships 13 to 21 years

$ 712,400 $ 532,500

Proprietary data 11 to 13 years

458,717 220,778

Internally developed capitalized software 3 to 5 years

237,760 165,928

Acquired technology and software 3 to 9 years

228,220 209,220

Trademarks 1 to 21.5 years

209,090 208,190

Subtotal 1,846,187 1,336,616

Foreign exchange translation adjustment ( 9,410 ) ( 13,214 )

Total gross intangible assets $ 1,836,777 $ 1,323,402

Accumulated amortization:

Customer relationships $ ( 340,922 ) $ ( 308,437 )

Proprietary data ( 62,590 ) ( 41,783 )

Internally developed capitalized software ( 118,387 ) ( 77,259 )

Acquired technology and software ( 189,174 ) ( 179,833 )

Trademarks ( 171,715 ) ( 162,044 )

Subtotal ( 882,788 ) ( 769,356 )

Foreign exchange translation adjustment 2,245 4,471

Total accumulated amortization $ ( 880,543 ) $ ( 764,885 )

Net intangible assets:

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Proprietary data 452,813 ( 104,980 ) 347,833 452,543 ( 64,694 ) 387,849

Internally developed capitalized software 119,373 88,670

Acquired technology and software 256,794 ( 199,090 ) 57,704 228,785 ( 185,583 ) 43,202

Trademarks 209,090 ( 181,521 ) 27,569 209,090 ( 171,715 ) 37,375

Subtotal 963,399 567,260

Foreign exchange translation adjustment ( 7,165 ) ( 8,743 )

Total net intangible assets $ 956,234 $ 558,517

Internally developed capitalized software 316,795 ( 178,221 ) 138,574 237,060 ( 118,303 ) 118,757

Total $ 1,950,512 $ ( 1,042,899 ) $ 907,613 $ 1,836,777 $ ( 880,543 ) $ 956,234

Estimated amortization expense for succeeding years is presented below:

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Eligible employees receive 401(k) and other defined contribution plan matching contributions, which are subject to vesting and certain other limitations.

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The following table reflects the employee benefits expense by cost, type and location in the Statement of Income for the periods indicated:

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The Company’s retiree benefit plans include defined benefit plans for employees in Switzerland, as well as other countries where MSCI maintains an operating presence.

Our Switzerland plans are government-mandated retirement funds that provide employees with a minimum investment return, which is determined annually by the Swiss government and was 1.0 % in the years ended December 31, 2023, 2022 and 2021.

Our Switzerland plans are government-mandated retirement funds that provide employees with a minimum investment return, which is determined annually by the Swiss government and was 1.3 %, 1.0 % and 1.0 %, in the years ended December 31, 2024, 2023 and 2022, respectively.

Under the Switzerland plans, the Company and our employees are required to make contributions into a fund managed by an independent investment fiduciary.

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Return of capital

On July 28, 2022 , the Board of Directors authorized a stock repurchase program (the “2022 Repurchase Program”) for the purchase of up to $ 1,000.0 million worth of shares of MSCI’s common stock in addition to the $ 539.1 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2022 Repurchase Program for a total of $ 1,539.1 million of stock repurchase authorization.

On October 28, 2024 , the Board of Directors authorized a stock repurchase program (the “2024 Repurchase Program”) for the purchase of up to $ 1,500.0 million worth of shares of MSCI’s common stock in addition to the $ 405.4 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2024 Repurchase Program for a total of $ 1,905.4 million of stock repurchase authorization available under the 2024 Repurchase Program.

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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.

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_____________________________

(1) As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1 % excise tax enacted by the Inflation Reduction Act.

The values in this column exclude the 1 % excise tax incurred on share repurchases.

(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 Consolidated Statements of Shareholders’ Equity (Deficit).

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Year Ended December 31, $ 4.58 $ 373,898 $ 373,076 $ 822

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The following table presents activity related to shares of common stock issued and repurchased for the periods indicated:

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In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury.

In February 2024, the Company granted a portion of its employees awards in the form of RSUs, PSUs and PSOs.

In January 2025, the Company granted a portion of its employees awards in the form of RSUs, PSUs, PSOs, and premium-priced stock options (“PPOs”).

The total number of units and options granted was 419,786 .

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The PSOs granted in 2025 vest and become exercisable at the end of a three-year service period and are subject to a performance condition based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, measured over a three-year period.

The PPOs granted in 2025 vest and become exercisable at the end of a five-year service period.

All of these awards are subject to forfeiture under specific criteria set in the award agreements.

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The following table presents the amount of share-based compensation expense by category for the periods indicated:

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Since the PSU awards are dividend-protected, the assumed dividend yield applied in the valuation was 0.0 %.

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The following table presents activity concerning the Company’s vested and unvested Share-based Awards applicable to its employees (share data in thousands) for the period indicated:

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(1) Calculated using the closing stock price on the last trading day of fiscal 2024, less the option exercise price, multiplied by the number of PSOs multiplied by expected payout %.

There were no stock option awards issued or outstanding for the year ended December 31, 2021.

Additionally, there were no stock options outstanding that could be exercised during any of the years ended December 31, 2023, 2022 or 2021.

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There were no stock options outstanding that could be exercised during any of the years ended December 31, 2024, 2023 or 2022.

The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated:

(in thousands) December 31,

Domestic $ 859,706 $ 643,492 $ 525,328

496,462 725,569 518,513

Total income before provision for income taxes $ 1,356,168 $ 1,369,061 $ 1,043,841

______________________________

(1) Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S.

The provision for income taxes (benefits) by taxing jurisdiction consisted of:

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Domestic tax credits and incentives ( 0.23 %) ( 0.53 %) ( 0.46 %)

Impact of Burgiss Transaction

Impact of Burgiss step acquisition

( 0.10 %) ( 1.58 %) — %

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Effective income tax rate 18.22 % 16.10 % 16.60 %

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Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse.

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Deferred tax assets:

Unearned revenue $ 65,370 $ 54,263

Capitalized expenses $ 70,920 $ 52,098

Lease liabilities 33,321 35,425

Employee compensation and benefit plans 37,351 28,781

Intangible assets

Interest expense carryforwards 10,093 11,283

Lease liabilities 32,330 33,321

Tax credit carryforwards 28,075 12,179

Other 8,546 4,434

Loss carryforwards 7,059 7,752

Intangible assets

Unearned revenue 324 65,370

Subtotal 187,591 215,521

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Unremitted foreign earnings ( 5,895 ) ( 2,203 )

Pension — ( 1,222 )

( 5,147 ) ( 7,796 )

Total deferred tax liabilities $ ( 189,708 ) $ ( 201,449 )

Net deferred tax assets $ 14,046 $ 109

As presented in the table above, the Company has certain loss and interest carryforward items.

The tax value of the U.S.

portion of the interest carryforward was zero as of December 31, 2023 and 2022.

The tax value of the non-U.S.

portion of the interest carryforward was $ 10.1 million and $ 11.3 million as of December 31, 2023 and 2022, respectively.

Net deferred tax assets/(liabilities)

$ ( 6,997 ) $ 14,046

As presented in the table above, the Company has certain carryforward items.

portion of the tax credit carryforwards was $ 22.3 million and $ 2.1 million as of December 31, 2024 and 2023, respectively.

The majority of the balance may be utilized over an indefinite life.

portion is comprised of an interest carryforward with a tax value of $ 5.8 million and $ 10.1 million as of December 31, 2024 and 2023, respectively.

This carryforward is subject to an annual limitation on utilization over an indefinite life.

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These carryforwards are subject to annual limitations and will begin to expire in 2026.

The tax value of the non-U.S.

portion of the net operating loss was $ 0.1 million and $ 2.2 million as of December 31, 2023 and 2022 respectively.

These carryforwards are subject to annual limitations and will begin to expire in 2025.

The Company believes the majority of the deferred tax assets at December 31, 2023 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates with the exception of a loss carryforward in one jurisdiction where it has established a valuation allowance of $ 0.03 million.

The following table presents changes in the Company’s deferred tax asset valuation allowance for the periods indicated:

(in thousands) December 31,

Beginning balance $ 31 $ 36 $ —

Additions charged to cost and expenses — — 36

Deductions ( 5 ) ( 5 ) —

Ending balance $ 26 $ 31 $ 36

The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated:

(in thousands) December 31,

Domestic $ 643,492 $ 525,328 $ 417,679

725,569 518,513 440,457

Total income before provision for income taxes $ 1,369,061 $ 1,043,841 $ 858,136

______________________________

Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S.

portion of net operating loss carryforwards was $ 5.6 million with a tax value of $ 1.4 million and $ 0.4 million with a tax value of $ 0.1 million as of December 31, 2024 and 2023 respectively.

The majority of the balance may be utilized over an indefinite life.

The Company believes the majority of the deferred tax assets at December 31, 2024 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates, with the exception of certain tax carryforwards that may not be utilized.

As of December 31, 2024, the Company has provided for applicable state income and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries.

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Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $ 20.3 million in the next twelve months as a result of the resolution of tax examinations.

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The Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs.

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Ending balance $ 32,313 $ 33,801 $ 32,523

The total amount of unrecognized tax benefits was $ 33.8 million, $ 32.5 million and $ 33.0 million as of December 31, 2023, 2022 and 2021, respectively, which, if recognized, would favorably affect the effective tax rate in future periods.

The Company recognizes the accrual of interest and penalties related to unrecognized tax benefits in the “Provision for income taxes” in the Consolidated Statement of Income.

The Company recognized $ 2.1 million, $( 0.5 ) million and zero interest in the Consolidated Statement of Income with respect to unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company recognized $ 1.3 million, $ 2.1 million and ($ 0.5 ) million interest in the Consolidated Statement of Income with respect to unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022, respectively.

Penalties of ($ 1.3 ) million, $ 1.3 million and ($ 0.3 ) million were recognized in the Consolidated Statement of Income and the Consolidated Statement of Financial Position for the years ended December 31, 2024, 2023 and 2022, respectively.

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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 that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance.

MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who are together considered to be its CODM, review financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.

The CODM measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures.

The Company excludes the following items from segment Adjusted EBITDA:

provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, including impairment related to sublease of leased property and certain non-recurring acquisition-related integration and transaction costs, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance.

Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.

The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly-titled measures computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion.

Operating revenues and expenses directly associated with each segment are included in determining its operating results.

Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures.

Due to the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments.

A segment may use the content and data produced by another segment without incurring an intersegment charge.

The CODM does not review any information regarding total assets on an operating segment basis.

Operating segments do not record intersegment revenues, and, accordingly, there is none to be reported.

The accounting policies for segment reporting are the same as for MSCI as a whole.

The Company has five operating segments:

Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions, which are presented as the following four reportable segments:

Index, Analytics, ESG and Climate and All Other – Private Assets.

During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions.

The operating segments of Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined and presented as part of All Other – Private Assets reportable segment.

Operating segments are defined as components of an enterprise about which separate financial information is available.

This information is regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who together serve as the CODM, review financial information on an operating segment basis to make operational decisions and assess financial performance.

The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA.

Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions.

Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management's compensation.

The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI's performance against its competitors to evaluate segment performance.

Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.

MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses:

provision for income taxes;

other expense (income), net;

depreciation and amortization of property, equipment and leasehold improvements;

amortization of intangible assets;

and, at times, certain other transactions or adjustments.

These may include impairments related to sublease of leased property and certain acquisition-related integration and transaction costs that the CODM does not consider when allocating resources among segments or assessing segment performance.

While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.

Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results.

Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures.

Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments.

Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge.

Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.

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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, ESG and Climate, Real Assets and Private Capital Solutions.

These are presented as three reportable segments:

Index, Analytics and ESG 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.

Prior to the step acquisition of Burgiss on October 2, 2023, the Company’s ownership interest in Burgiss was classified as an equity-method investment.

Therefore, the All Other – Private Assets segment did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss.

Therefore, All Other – Private Assets did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss.

The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was not a component of Adjusted EBITDA as it was reported as a component of other (expense) income, net.

Following the acquisition, the consolidated results of Burgiss were included in the Company’s Private Capital Solutions operating segment.

The Index operating segment offers equity and fixed income indexes.

The indexes are used in many areas of the investment process, including for developing indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

The Analytics operating segment offers risk management, performance attribution and portfolio management content, applications and services that provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risk across all major asset classes, spanning short-, medium- and long-term time horizons.

Clients access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces, third-party applications or directly through their own platforms.

Additionally, the Analytics operating segment also provides various managed services to help clients operate more efficiently, including consolidation of client portfolio data from various sources, review and reconciliation of input data and results, and customized reporting.

The ESG and Climate operating segment offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments.

In addition, the ESG and Climate operating segment provides data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.

The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure .

In addition, Real Assets performance and risk analytics range from enterprise-wide to property-specific analysis.

The Real Assets operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.

The Private Capital Solutions operating segment offers a suite of tools to help private asset investors across mission-critical workflows, such as sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities supporting private capital investing .

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

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 ESG and Climate reportable segment provides products and services designed to help institutional investors understand the impact of ESG 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 ESG 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 .

Table of Content s

The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:

(in thousands) December 31,

3 unchanged sentences

ESG and Climate 326,601 287,568 228,311

Total reportable segment operating revenues

2,597,835 2,355,339 2,107,627

All Other - Private Assets 258,293 173,581 140,971

Total $ 2,528,920 $ 2,248,598 $ 2,043,544

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

(in thousands) December 31,

Total operating revenues

2,856,128 2,528,920 2,248,598

Adjusted EBITDA expense

Index 374,091 344,842 317,802

Analytics 346,794 341,081 328,212

ESG and Climate 221,893 195,890 167,217

Total reportable segment Adjusted EBITDA expense

942,778 881,813 813,231

Adjusted EBITDA

Index Adjusted EBITDA 1,222,054 1,106,973 985,407

1 unchanged sentence

ESG and Climate Adjusted EBITDA 104,708 91,678 61,094

All Other - Private Assets Adjusted EBITDA 49,425 35,275 16,931

Total operating segment profitability 1,522,951 1,329,671 1,196,790

Total reportable segment profitability

1,655,057 1,473,526 1,294,396

All Other - Private Assets (1)

61,427 49,425 35,275

Amortization of intangible assets 164,037 114,429 91,079

2 unchanged sentences

Impairment related to sublease of leased property — 477 —

Acquisition-related integration and

transaction costs (1)

Acquisition-related integration and transaction costs (2)

6,951 2,427 4,059

1 unchanged sentence

Other expense (income), net 172,350 15,548 163,799

Income before provision for income taxes

1,356,168 1,369,061 1,043,841

Provision for income taxes 247,040 220,469 173,268

1 unchanged sentence

______________________________

(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.

Table of Content s

Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product.

31 unchanged sentences

On January 28, 2025, the Board of Directors of the Company declared a quarterly dividend of $ 1.80 per share of common stock to be paid on February 28, 2025 to shareholders of record as of the close of trading on February 14, 2025.

On January 26, 2024, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent, entered into the Credit Agreement, amending and restating in its entirety the Prior Credit Agreement.

The Credit Agreement makes available to the Company an aggregate of $ 1,250.0 million of revolving loan commitments, which may be drawn until January 26, 2029.

The revolving loans under the Credit Agreement were drawn at closing in an amount sufficient to prepay all term loans outstanding under the TLA Facility of the Prior Credit Agreement.

The obligations under the Credit Agreement are general unsecured obligations of the Company.

Upon the termination of the Prior Credit Agreement on January 26, 2024, the subsidiary guarantors were released from their guarantees under the Prior Credit Agreement and the Indentures.

Subsequent to December 31, 2024, the Company drew an additional $ 100.0 million on the Revolving Credit Facility.

Table of Content s

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data