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MSCI Inc. - Quarter Report: 2023 September (Form 10-Q)

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________to____________
Commission file number 001-33812
________________________________________
msci-logo-resized.gif
MSCI INC.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware13-4038723
(State or other jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
7 World Trade Center
250 Greenwich Street, 49th Floor
New York, New York
10007
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (212) 804-3900
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareMSCINew York Stock Exchange
________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x
As of October 24, 2023, there were 79,091,190 shares of the registrant’s common stock, par value $0.01, outstanding.


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FOR THE QUARTER ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
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Item 5.
Item 6.
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AVAILABLE INFORMATION
Our corporate headquarters is located at 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York, 10007, and our telephone number is (212) 804-3900. We maintain a website on the internet at www.msci.com. The contents of our website are not a part of or incorporated by reference in this Quarterly Report on Form 10-Q.
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov. We also make available free of charge, on or through our website, these reports, proxy statements and other information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, click on the “SEC Filings” link under the “Financial Information” tab found on our Investor Relations homepage (http://ir.msci.com).
We also use our Investor Relations homepage, Corporate Responsibility homepage and corporate X (formerly Twitter) account (@MSCI_Inc) as channels of distribution of Company information. The information we post through these channels may be deemed material.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” section of our Investor Relations homepage at https://ir.msci.com/email-alerts. The contents of our website, including our Investor Relations homepage and Corporate Responsibility homepage, and our social media channels are not, however, a part of or incorporated by reference in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
We have included in this Quarterly Report on Form 10-Q, and from time to time may make in our public filings, press releases or other public statements, certain statements that constitute forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only MSCI’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.
In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect our actual results, levels of activity, performance or achievements. Such risks and uncertainties include those set forth under “Risk Factors” in Part I, Item 1A of the 2022 Annual Report on Form 10-K filed with the SEC on February 10, 2023. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement reflects our current views with respect to future events, levels of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. The forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law. Therefore, readers should carefully review the risk factors set forth in the Annual Report on Form 10-K and in other reports or documents we file from time to time with the SEC.
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PART I – FINANCIAL INFORMATION
Item 1.    Financial Statements
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except per share and share data)
As of
September 30,December 31,
(unaudited) 20232022
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,839 and $368 at September 30, 2023 and December 31, 2022, respectively)
$928,552 $993,564 
Accounts receivable (net of allowances of $3,030 and $2,652 at September 30, 2023 and December 31, 2022, respectively)
603,266 663,236 
Prepaid income taxes54,544 36,654 
Prepaid and other assets52,967 54,520 
Total current assets1,639,329 1,747,974 
Property, equipment and leasehold improvements, net 58,036 53,853 
Right of use assets 117,533 126,584 
Goodwill2,230,389 2,229,670 
Intangible assets, net 536,129 558,517 
Equity method investment210,657 214,389 
Deferred tax assets34,790 29,207 
Other non-current assets38,631 37,341 
Total assets$4,865,494 $4,997,535 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$10,224 $15,039 
Income taxes payable19,536 8,058 
Accrued compensation and related benefits157,227 182,370 
Current portion of long-term debt8,719 8,713 
Other accrued liabilities171,458 153,461 
Deferred revenue837,479 882,886 
Total current liabilities1,204,643 1,250,527 
Long-term debt4,500,063 4,503,233 
Long-term operating lease liabilities121,941 131,575 
Deferred tax liabilities4,220 29,098 
Other non-current liabilities83,723 91,027 
Total liabilities5,914,590 6,005,460 
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; 133,817,103
and 133,623,005 common shares issued and 79,091,098 and 79,959,989 common
shares outstanding at September 30, 2023 and December 31, 2022, respectively)
1,338 1,336 
Treasury shares, at cost (54,726,005 and 53,663,016 common shares held at September 30, 2023 and December 31, 2022, respectively)
(6,447,042)(5,938,116)
Additional paid in capital1,571,442 1,515,874 
Retained earnings3,886,188 3,473,192 
Accumulated other comprehensive loss(61,022)(60,211)
Total shareholders’ equity (deficit)(1,049,096)(1,007,925)
Total liabilities and shareholders’ equity (deficit)$4,865,494 $4,997,535 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
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MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(unaudited) 2023202220232022
Operating revenues$625,439 $560,639 $1,838,814 $1,672,390 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)105,311 98,418 324,024 301,957 
Selling and marketing66,581 65,545 201,044 192,671 
Research and development31,438 25,941 92,901 78,179 
General and administrative36,826 30,702 113,527 112,993 
Amortization of intangible assets26,722 23,375 77,543 67,274 
Depreciation and amortization of property, equipment and
   leasehold improvements
5,252 7,127 15,911 20,426 
Total operating expenses272,130 251,108 824,950 773,500 
Operating income353,309 309,531 1,013,864 898,890 
Interest income(10,314)(3,938)(31,079)(5,160)
Interest expense46,902 44,162 139,725 125,961 
Other expense (income)(935)103 4,032 (90)
Other expense (income), net35,653 40,327 112,678 120,711 
Income before provision for income taxes317,656 269,204 901,186 778,179 
Provision for income taxes57,997 52,612 155,974 122,577 
Net income$259,659 $216,592 $745,212 $655,602 
Earnings per share:
Basic$3.28 $2.69 $9.36 $8.09 
Diluted$3.27 $2.68 $9.32 $8.05 
Weighted average shares outstanding:
Basic79,11680,50079,58081,001
Diluted79,50080,87479,95981,481


See Notes to Condensed Consolidated Financial Statements (Unaudited)
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MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(unaudited) 2023202220232022
Net income$259,659 $216,592 $745,212 $655,602 
Other comprehensive income (loss):
Foreign currency translation adjustments(5,832)(10,978)1,046 (25,724)
Income tax effect771 1,453 (660)3,921 
Foreign currency translation adjustments, net(5,061)(9,525)386 (21,803)
Pension and other post-retirement adjustments756 293 (1,338)7,779 
Income tax effect(72)(79)141 (1,193)
Pension and other post-retirement adjustments, net684 214 (1,197)6,586 
Other comprehensive (loss) income, net of tax(4,377)(9,311)(811)(15,217)
Comprehensive income$255,282 $207,281 $744,401 $640,385 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
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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, 2022
$1,336 $(5,938,116)$1,515,874 $3,473,192 $(60,211)$(1,007,925)
Net income238,728 238,728 
Dividends declared ($1.38 per common share)
(111,986)(111,986)
Dividends paid in shares44 44 
Other comprehensive income (loss), net of tax2,775 2,775 
Common stock issued
Shares withheld for tax withholding(43,960)(43,960)
Compensation payable in common stock20,988 20,988 
Common stock repurchased and held in treasury— 
Common stock issued to Directors and
   (held in)/released from treasury
(30)(30)
Balance at March 31, 2023
1,338 (5,982,106)1,536,906 3,599,934 (57,436)(901,364)
Net income246,825 246,825 
Dividends declared ($1.38 per common share)
(110,383)(110,383)
Dividends paid in shares 33 33 
Other comprehensive income (loss), net of tax791 791 
Common stock issued — 
Shares withheld for tax withholding(611)(611)
Compensation payable in common stock16,426 16,426 
Common stock repurchased and held in treasury(444,655)(444,655)
Common stock issued to Directors and
   (held in)/released from treasury
(730)(730)
Balance at June 30, 2023
1,338 (6,428,102)1,553,365 3,736,376 (56,645)(1,193,668)
Net income259,659 259,659 
Dividends declared ($1.38 per common share)
(109,847)(109,847)
Dividends paid in shares30 30 
Other comprehensive income (loss), net of tax(4,377)(4,377)
Common stock issued— 
Shares withheld for tax withholding and exercises(871)(871)
Compensation payable in common stock18,047 18,047 
Common stock repurchased and held in treasury(18,039)(18,039)
Common stock issued to Directors and
   (held in)/released from treasury
(30)(30)
Balance at September 30, 2023
$1,338 $(6,447,042)$1,571,442 $3,886,188 $(61,022)$(1,049,096)
See Notes to Condensed Consolidated Financial Statements (Unaudited)
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MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited) Common
Stock
Treasury
Stock
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance at December 31, 2021
$1,332 $(4,540,144)$1,457,623 $2,976,517 $(58,795)$(163,467)
Net income228,423 228,423 
Dividends declared ($1.04 per common share)
(87,280)(87,280)
Dividends paid in shares77 77 
Other comprehensive income (loss), net of tax(2,022)(2,022)
Common stock issued
Shares withheld for tax withholding and exercises(105,000)(105,000)
Compensation payable in common stock22,754 22,754 
Common stock repurchased and held in treasury(772,657)(772,657)
Common stock issued to Directors and
   (held in)/released from treasury
(21)(21)
Balance at March 31, 2022
1,336 (5,417,822)1,480,454 3,117,660 (60,817)(879,189)
Net income210,587 210,587 
Dividends declared ($1.04 per common share)
(84,593)(84,593)
Dividends paid in shares22 22 
Other comprehensive income (loss), net of tax(3,884)(3,884)
Common stock issued— 
Shares withheld for tax withholding and exercises(3,862)(3,862)
Compensation payable in common stock11,858 11,858 
Common stock repurchased and held in treasury(276,994)(276,994)
Common stock issued to Directors and
   (held in)/released from treasury
(391)(391)
Balance at June 30, 2022
1,336 (5,699,069)1,492,334 3,243,654 (64,701)(1,026,446)
Net income216,592 216,592 
Dividends declared ($1.25 per common share)
(101,354)(101,354)
Dividends paid in shares27 27 
Other comprehensive income (loss), net of tax(9,311)(9,311)
Common stock issued— 
Shares withheld for tax withholding and exercises(3,741)(3,741)
Compensation payable in common stock11,913 11,913 
Common stock repurchased and held in treasury(165,044)(165,044)
Common stock issued to Directors and
   (held in)/released from treasury
(27)(27)
Balance at September 30, 2022
$1,336 $(5,867,881)$1,504,274 $3,358,892 $(74,012)$(1,077,391)
See Notes to Condensed Consolidated Financial Statements (Unaudited)
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MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30,
(unaudited) 20232022
Cash flows from operating activities
Net income$745,212 $655,602 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets77,543 67,274 
Stock-based compensation expense55,375 46,432 
Depreciation and amortization of property, equipment and leasehold improvements15,911 20,426 
Amortization of right of use assets17,484 18,555 
Loss on impairment of right of use assets, net— 705 
Amortization of debt origination fees3,791 3,868 
Deferred taxes(30,973)59,324 
Other adjustments1,199 (3,654)
Changes in assets and liabilities:
Accounts receivable58,132 127,043 
Prepaid income taxes(17,654)(77,908)
Prepaid and other assets1,687 (1,678)
Other non-current assets(4,837)32,547 
Accounts payable(5,719)(8,144)
Income taxes payable11,425 (52,939)
Accrued compensation and related benefits(25,599)(58,042)
Other accrued liabilities15,118 31,297 
Deferred revenue(43,571)(66,982)
Long-term operating lease liabilities(16,027)(19,492)
Other non-current liabilities(11,195)6,105 
Other(226)(397)
Net cash provided by operating activities847,076 779,942 
Cash flows from investing activities  
Capitalized software development costs(50,080)(44,425)
Capital expenditures(18,942)(8,012)
Other(389)24 
Net cash used in investing activities(69,411)(52,413)
Cash flows from financing activities
Repurchase of common stock held in treasury(504,161)(1,327,298)
Payment of dividends(331,640)(272,759)
Repayment of borrowings(6,563)(5,000)
Proceeds from borrowings, inclusive of premium— 355,000 
Payment of debt issuance costs in connection with debt— (2,559)
Payment of contingent consideration— (211)
Net cash (used in) provided by financing activities(842,364)(1,252,827)
Effect of exchange rate changes(313)(29,039)
Net (decrease) increase in cash, cash equivalents and restricted cash(65,012)(554,337)
Cash, cash equivalents and restricted cash, beginning of period993,564 1,421,449 
Cash, cash equivalents and restricted cash, end of period$928,552 $867,112 
Supplemental disclosure of cash flow information:
Cash paid for interest$125,068 $107,162 
Cash paid for income taxes, net of refunds received$197,746 $154,725 
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities$4,734 $1,926 
Supplemental disclosure of non-cash financing activities
Cash dividends declared, but not yet paid$1,453 $3,270 
See Notes to Condensed Consolidated Financial Statements (Unaudited)
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MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTRODUCTION AND BASIS OF PRESENTATION
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. Our products and services include indexes; portfolio construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and real estate market and transaction data and analysis.
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.
Concentrations
For the nine months ended September 30, 2023 and 2022, BlackRock, Inc. (“BlackRock”) accounted for 10.1% and 10.5% of the Company’s consolidated operating revenues, respectively. For the nine months ended September 30, 2023 and 2022, BlackRock accounted for 17.0% and 17.7% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within the Analytics, ESG and Climate or All Other – Private Assets segments for the nine months ended September 30, 2023 and 2022.
Restricted Cash
Restricted cash primarily relates to security deposits for certain operating leases that are legally restricted and unavailable for our general operations.
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Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2021 to September 30, 2023 were as follows:
(in thousands) Amount
Balance as of December 31, 2021$2,337 
Addition (reduction) to credit loss expense910 
Write-offs, net of recoveries(595)
Balance as of December 31, 2022$2,652 
Addition (reduction) to credit loss expense1,300 
Write-offs, net of recoveries(922)
Balance as of September 30, 2023$3,030 
2. RECENT ACCOUNTING PRONOUNCEMENTS
There are no recently issued accounting standards updates that are currently expected to have a material impact on the Company.
3. REVENUE RECOGNITION
MSCI’s operating revenues are reported by product type, which generally reflects the timing of recognition. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended September 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$206,453 $151,269 $71,744 $35,531 $464,997 
Asset-based fees141,066 — — — 141,066 
Non-recurring14,603 2,999 1,294 480 19,376 
Total$362,122 $154,268 $73,038 $36,011 $625,439 
For the Nine Months Ended September 30, 2023
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$603,845 $443,276 $207,523 $111,292 $1,365,936 
Asset-based fees412,354 — — — 412,354 
Non-recurring47,621 7,943 3,792 1,168 60,524 
Total$1,063,820 $451,219 $211,315 $112,460 $1,838,814 
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For the Three Months Ended September 30, 2022
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$185,531 $142,751 $56,353 $35,581 $420,216 
Asset-based fees125,620 — — — 125,620 
Non-recurring11,089 2,164 1,242 308 14,803 
Total$322,240 $144,915 $57,595 $35,889 $560,639 
For the Nine Months Ended September 30, 2022
Segments
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$539,740 $420,047 $160,962 $106,276 $1,227,025 
Asset-based fees402,889 — — — 402,889 
Non-recurring31,319 6,349 3,790 1,018 42,476 
Total$973,948 $426,396 $164,752 $107,294 $1,672,390 
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2022)
$663,236 $882,886 
Closing (September 30, 2023)
603,266 837,479 
Increase/(decrease)$(59,970)$(45,407)
(in thousands) Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2021)
$664,511 $824,912 
Closing (September 30, 2022)
525,360 735,710 
Increase/(decrease)$(139,151)$(89,202)
The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $171.8 million and $798.0 million for the three and nine months ended September 30, 2023, respectively and $149.4 million and $722.0 million for the three and nine months ended September 30, 2022, respectively. The difference between the opening and closing balances of the Company’s deferred revenue is primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of September 30, 2023 and December 31, 2022, the Company carried a long-term deferred revenue balance of $28.0 million and $29.4 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
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For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
September 30,
(in thousands)2023
First 12-month period$695,027 
Second 12-month period420,056 
Third 12-month period182,375 
Periods thereafter135,442 
Total$1,432,900 
4. EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”).
The following table presents the computation of basic and diluted EPS:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)2023202220232022
Net income$259,659 $216,592 $745,212 $655,602 
Basic weighted average common shares outstanding79,116 80,500 79,580 81,001 
Effect of dilutive securities:
PSUs, RSUs and PSOs384 374 379 480 
Diluted weighted average common shares outstanding79,500 80,874 79,959 81,481 
Earnings per common share:
Basic$3.28 $2.69 $9.36 $8.09 
Diluted$3.27 $2.68 $9.32 $8.05 
5. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
Property, equipment and leasehold improvements, net consisted of the following as of the dates indicated:
As of
September 30,December 31,
(in thousands)20232022
Computer & related equipment$193,113 $181,710 
Furniture & fixtures15,643 14,078 
Leasehold improvements58,019 54,040 
Work-in-process860 2,373 
Subtotal267,635 252,201 
Accumulated depreciation and amortization(209,599)(198,348)
Property, equipment and leasehold improvements, net$58,036 $53,853 
Depreciation and amortization expense of property, equipment and leasehold improvements was $5.3 million and $7.1 million for the three months ended September 30, 2023 and 2022, respectively.
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Depreciation and amortization expense of property, equipment and leasehold improvements was $15.9 million and $20.4 million for the nine months ended September 30, 2023 and 2022, respectively.
6. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table presents goodwill by reportable segment:
(in thousands)IndexAnalyticsESG and ClimateAll Other - Private AssetsTotal
Goodwill at December 31, 2022$1,201,622 $290,976 $48,047 $689,025 $2,229,670 
Foreign exchange translation adjustment445 — — 274 719 
Goodwill at September 30, 2023$1,202,067 $290,976 $48,047 $689,299 $2,230,389 
The Company completed its annual goodwill impairment test as of July 1, 2023 on its Index, Analytics, ESG and Climate, and Real Assets reporting units, which are also four of the Company’s operating segments, and no impairments were noted. The Company determined that it was not more likely than not that the fair value of its reporting units is less than their respective carrying values. See Note 11, “Segment Information,” for further descriptions of the Company’s operating segments.
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)2023202220232022
Amortization expense of acquired intangible assets$15,748 $15,810 $47,430 $47,562 
Amortization expense of internally developed capitalized software10,974 7,565 30,113 19,712 
Total amortization of intangible assets expense$26,722 $23,375 $77,543 $67,274 
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The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
As of
September 30,December 31,
(in thousands)20232022
Gross intangible assets:
Customer relationships$532,500 $532,500 
Proprietary data220,778 220,778 
Acquired technology and software209,220 209,220 
Trademarks208,190 208,190 
Internally developed capitalized software220,251 165,928 
Subtotal1,390,939 1,336,616 
Foreign exchange translation adjustment(12,478)(13,214)
Total gross intangible assets$1,378,461 $1,323,402 
Accumulated amortization:
Customer relationships$(331,275)$(308,437)
Proprietary data(56,125)(41,783)
Acquired technology and software(182,920)(179,833)
Trademarks(169,207)(162,044)
Internally developed capitalized software(106,888)(77,259)
Subtotal(846,415)(769,356)
Foreign exchange translation adjustment4,083 4,471 
Total accumulated amortization$(842,332)$(764,885)
Net intangible assets:
Customer relationships$201,225 $224,063 
Proprietary data164,653 178,995 
Acquired technology and software26,300 29,387 
Trademarks38,983 46,146 
Internally developed capitalized software113,363 88,670 
Subtotal544,524 567,260 
Foreign exchange translation adjustment(8,395)(8,743)
Total net intangible assets$536,129 $558,517 
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2023 and succeeding years:    
Years Ending December 31,
(in thousands)
Amortization
Expense
Remainder of 2023$28,555 
2024109,796 
202584,575 
202649,965 
202736,755 
Thereafter226,483 
Total$536,129 
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7. COMMITMENTS AND CONTINGENCIES
As of September 30, 2023, the Company had outstanding an aggregate of $4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and an aggregate of $341.3 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:
Principal
Amount
Outstanding at
Carrying
Value at
Carrying
Value at
Fair
Value at
Fair
Value at
(in thousands)Maturity DateSeptember 30, 2023September 30, 2023December 31, 2022September 30, 2023December 31, 2022
Debt
4.000% senior unsecured notes due 2029
November 15, 2029
$1,000,000 $993,364 $992,546 $872,670 $876,240 
3.625% senior unsecured notes due 2030
September 1, 2030
900,000 895,421 894,925 755,433 751,113 
3.875% senior unsecured notes due 2031
February 15, 2031
1,000,000 991,887 991,067 867,600 833,130 
3.625% senior unsecured notes due 2031
November 1, 2031
600,000 594,688 594,195 491,928 500,880 
3.250% senior unsecured notes due 2033
August 15, 2033
700,000 693,364 692,862 537,551 542,696 
Variable rate Tranche A Term Loans due 2027
February 16, 2027
341,250 340,057 346,352 339,544 346,073 
Total debt(1)
$4,541,250 $4,508,781 $4,511,947 $3,864,726 $3,850,132 
___________________________
(1)    Includes $8.7 million of current-portion of long-term debt.
Maturities of the Company’s principal debt payments as of September 30, 2023 are as follows:
Maturity of Principal Debt Payments
(in thousands)
Amounts
Remainder of 2023$2,187 
202410,938 
202519,687 
202626,250 
2027282,188 
Thereafter4,200,000 
Total debt$4,541,250 
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
Interest payment frequencyFirst interest
payment date
Senior Notes and Tranche A Term Loans
4.000% senior unsecured notes due 2029
Semi-AnnualMay 15
3.625% senior unsecured notes due 2030
Semi-AnnualMarch 1
3.875% senior unsecured notes due 2031
Semi-AnnualJune 1
3.625% senior unsecured notes due 2031
Semi-AnnualMay 1
3.250% senior unsecured notes due 2033
Semi-AnnualFebruary 15
Variable rate Tranche A Term Loans due 2027
VariableJuly 11
The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.
Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On June 9, 2022, the Company, the guarantors party thereto and the lenders and agents party thereto, entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior revolving credit agreement (the “Prior Revolving Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $500.0 million of revolving loan commitments, which may be drawn until February 16, 2027, and the TLA Facility. At September 30, 2023, the revolving loan commitments were undrawn. As noted above, at September 30, 2023, the commitments under the TLA Facility were drawn in full, and the resulting Tranche A Term Loans mature on February 16, 2027. The obligations under the Credit Agreement are general unsecured obligations of the Company and the guarantors.
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Interest on the Tranche A Term Loans under the TLA Facility 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 and will be due on each Interest Payment Date (as defined in the Credit Agreement). The applicable margin is calculated by reference to the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and ranges between 1.50% to 2.00% for SOFR loans, and 0.50% to 1.00% for Base Rate loans. At September 30, 2023, the interest rate on the TLA Facility was 7.42%.
In connection with the closings of the Senior Notes offerings, entry into the Prior Revolving Credit Agreement and the subsequent amendments thereto and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At September 30, 2023, $34.2 million of the deferred financing fees and premium remain unamortized, $0.5 million of which is included in “Prepaid and other assets,” $1.2 million of which is included in “Other non-current assets” and $32.5 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)2023202220232022
Operating lease expenses$7,278 $7,308 $21,570 $22,439 
Variable lease costs1,022 808 2,843 2,411 
Short-term lease costs108 123 547 333 
Sublease income(1,276)$(1,251)$(3,827)$(3,354)
Total lease costs$7,132 $6,988 $21,133 $21,829 
Maturities of the Company’s operating lease liabilities as of September 30, 2023 are as follows:
Maturity of Lease LiabilitiesOperating
(in thousands)Leases
Remainder of 2023$6,098 
202427,182 
202524,202 
202622,408 
202717,691 
Thereafter67,096 
Total lease payments$164,677 
Less: Interest(20,632)
Present value of lease liabilities$144,045 
Other accrued liabilities$22,104 
Long-term operating lease liabilities$121,941 
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
September 30,December 31,
Lease Term and Discount Rate20232022
Weighted-average remaining lease term (years)7.307.86
Weighted-average discount rate3.58 %3.40 %
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Other information related to the Company’s operating leases are as follows:
Other InformationNine Months Ended
September 30,
(in thousands)20232022
Operating cash flows used for operating leases$22,918 $22,025 
Right of use assets obtained in exchange for new
    operating lease liabilities
$8,896 $14,929 
9. SHAREHOLDERS’ EQUITY (DEFICIT)
Return of capital
On July 28, 2022, the Board of Directors authorized a stock repurchase program (the “2022 Repurchase Program”) for the purchase of up to $1,000.0 million worth of shares of MSCI’s common stock in addition to the $539.1 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2022 Repurchase Program for a total of $1,539.1 million of stock repurchase authorization available under the 2022 Repurchase Program.
Share repurchases made pursuant to the 2022 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of September 30, 2023, there was $845.7 million of available authorization remaining under the 2022 Repurchase Program.
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Nine months ended
(in thousands, except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
September 30, 2023$468.26 980 $458,721 
September 30, 2022$473.26 2,567 $1,214,695 
___________________________
(1)     As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The values in this column exclude the 1% excise tax incurred on share repurchases. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit)
The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:
Dividends
(in thousands, except per share data)Per ShareDeclaredDistributed(Released)/Deferred
2023
Three Months Ended March 31,$1.38 $111,986 $112,189 $(203)
Three Months Ended June 30,1.38 110,383 110,147 236 
Three Months Ended September 30,1.38 109,847 109,408 439 
Total$4.14 $332,216 $331,744 $472 
2022    
Three Months Ended March 31,$1.04 $87,280 $87,846 $(566)
Three Months Ended June 30,1.04 84,593 84,189 404 
Three Months Ended September 30,1.25 101,354 100,849 505 
Total$3.33 $273,227 $272,884 $343 
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Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the nine months ended September 30, 2023:
Common StockTreasury Common Stock
IssuedStockOutstanding
Balance at December 31, 2022
133,623,005(53,663,016)79,959,989
Dividend payable/paid2424
Common stock issued181,875181,875
Shares withheld for tax withholding (78,844)(78,844)
Shares repurchased under stock repurchase programs
Shares issued to directors58(58)
Balance at March 31, 2023
133,804,962(53,741,918)80,063,044
Dividend payable/paid
Common stock issued2,6982,698
Shares withheld for tax withholding (1,270)(1,270)
Shares repurchased under stock repurchase programs(941,360)(941,360)
Shares issued to directors5,306(1,515)3,791
Balance at June 30, 2023
133,812,966(54,686,063)79,126,903
Dividend payable/paid
Common stock issued4,0814,081
Shares withheld for tax withholding(1,623)(1,623)
Shares repurchased under stock repurchase programs(38,263)(38,263)
Shares issued to directors56(56)
Balance at September 30, 2023
133,817,103(54,726,005)79,091,098
10. INCOME TAXES
The Company’s provision for income taxes was $156.0 million and $122.6 million for the nine months ended September 30, 2023 and 2022, respectively.
The effective tax rate of 17.3% for the nine months ended September 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $19.8 million, related to $11.4 million of excess tax benefits recognized on share-based compensation vested during the period and $8.4 million related to prior-year items.
The effective tax rate of 15.8% for the nine months ended September 30, 2022 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $28.2 million, primarily related to $28.4 million of excess tax benefits recognized on share-based compensation vested during the period.
The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as the United Kingdom, Switzerland and India, and states in the United States in which the Company has significant operations, such as New York and California. The tax years currently under or open to examination vary by jurisdiction but include years from 2008 onwards.
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $22.9 million in the next twelve months as a result of the resolution of prior-year items.
During the three and nine months ended September 30, 2023, the Company’s unrecognized tax benefits increased $0.4 million and decreased $4.4 million, respectively, principally due to the resolution of prior-year items.
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11. SEGMENT INFORMATION
The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and The Burgiss Group, LLC (“Burgiss”), which are presented as the following four reportable segments: Index, Analytics, ESG and Climate and All Other – Private Assets.
The Index operating segment offers equity and fixed income indexes. The indexes are used in many areas of the investment process, including for developing indexed financial products (e.g., Exchange Traded Funds (“ETFs”), mutual funds, annuities, futures, options, structured products and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.
The Analytics operating segment offers risk management, performance attribution and portfolio management content, applications and services that provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risk across all major asset classes, spanning short-, medium- and long-term time horizons. Clients access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces, third-party applications or directly through their own platforms. Additionally, the Analytics operating segment also provides various managed services to help clients operate more efficiently, including consolidation of client portfolio data from various sources, review and reconciliation of input data and results, and customized reporting.
The ESG and Climate operating segment offers products and services that help institutional investors understand how ESG and climate considerations can impact the long-term risk and return of their portfolio and individual security-level investments. In addition, the ESG and Climate operating segment provides data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate ESG and climate elements into their investment processes.
The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. In addition, Real Assets performance and risk analytics range from enterprise-wide to property-specific analysis. The Real Assets operating segment also provides business intelligence products to real estate owners, managers, developers and brokers worldwide.
As of September 30, 2023, the Burgiss operating segment represents the Company’s equity method investment in Burgiss, a global provider of investment decision support tools for private capital. See Note 12, “Subsequent Events” for additional information on the Company’s acquisition of the remaining interest in Burgiss.
The Chief Operating Decision Maker (“CODM”) measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, including certain non-recurring acquisition-related integration and transaction costs, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows.
The following table presents operating revenues by reportable segment for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2023202220232022
Operating revenues
Index$362,122 $322,240 $1,063,820 $973,948 
Analytics154,268 144,915 451,219 426,396 
ESG and Climate73,038 57,595 211,315 164,752 
All Other - Private Assets36,011 35,889 112,460 107,294 
Total$625,439 $560,639 $1,838,814 $1,672,390 
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The following table presents segment profitability and a reconciliation to net income for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2023202220232022
Index Adjusted EBITDA$277,672 $245,967 $808,424 $737,012 
Analytics Adjusted EBITDA71,781 67,634 197,710 181,484 
ESG and Climate Adjusted EBITDA25,440 15,910 66,114 42,334 
All Other - Private Assets Adjusted EBITDA11,396 11,450 36,076 29,819 
Total operating segment profitability386,289 340,961 1,108,324 990,649 
Amortization of intangible assets26,722 23,375 77,543 67,274 
Depreciation and amortization of property, equipment and leasehold improvements5,252 7,127 15,911 20,426 
Acquisition-related integration and transaction costs(1)
1,006 928 1,006 4,059 
Operating income353,309 309,531 1,013,864 898,890 
Other expense (income), net35,653 40,327 112,678 120,711 
Provision for income taxes57,997 52,612 155,974 122,577 
Net income$259,659 $216,592 $745,212 $655,602 
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
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)2023202220232022
Operating revenues
Americas:
United States$246,089 $233,196 $740,939 $696,284 
Other28,243 24,450 83,353 70,559 
Total Americas274,332 257,646 824,292 766,843 
Europe, the Middle East and Africa ("EMEA"):
United Kingdom105,036 88,681 296,388 264,854 
Other142,826 125,607 420,996 379,695 
Total EMEA247,862 214,288 717,384 644,549 
Asia & Australia:    
Japan24,956 21,784 75,258 67,817 
Other78,289 66,921 221,880 193,181 
Total Asia & Australia103,245 88,705 297,138 260,998 
Total$625,439 $560,639 $1,838,814 $1,672,390 
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Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:
As of
September 30,December 31,
(in thousands)20232022
Long-lived assets
Americas:
United States$201,309 $179,453 
Other11,974 11,971 
Total Americas213,283 191,424 
EMEA:
United Kingdom18,346 19,674 
Other21,808 23,099 
Total EMEA40,154 42,773 
Asia & Australia:
Japan1,268 652 
Other33,017 32,962 
Total Asia & Australia34,285 33,614 
Total$287,722 $267,811 
12. SUBSEQUENT EVENTS
On October 30, 2023, the Board of Directors declared a quarterly cash dividend of $1.38 per share for the three months ending December 31, 2023 (“fourth quarter 2023”). The fourth quarter 2023 dividend is payable on November 30, 2023 to shareholders of record as of the close of trading on November 9, 2023.
On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash. The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted non-taxable gain of approximately $140 million, to be recorded during the three months ending December 31, 2023. The results of Burgiss will be included in the Company’s All Other - Private Assets reportable segment.

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

Due to the proximity of the closing date of the acquisition of the remaining interest in Burgiss to the date of this filing, the initial accounting for the business combination is incomplete. As a result, the Company is unable to disclose certain information including the provisional fair value estimates of the identifiable net assets acquired and goodwill at this time.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A.—Risk Factors,” in our Form 10-K.
Except as the context otherwise indicates, the terms “MSCI,” the “Company,” “we,” “our” and “us” refer to MSCI Inc., together with its subsidiaries.
Overview
We are a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. We operate in four reportable segments as follows: Index, Analytics, ESG and Climate, and All Other – Private Assets. The operating segments of Real Assets and The Burgiss Group, LLC (“Burgiss”) do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other – Private Assets reportable segment.
Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of ESG and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and growing into strategic partnerships with clients and (f) executing strategic relationships and acquisitions with complementary content and technology companies. For more information about our Company’s operations, see “Item 1: Business” in our Form 10-K.
As of September 30, 2023, we served approximately 6,5001 clients in more than 95 countries.
Our principal business model is generally to license annual, recurring subscriptions for the majority of our Index, Analytics and ESG and Climate products and services for a fee due in advance of the service period. Real Assets products are also licensed annually through subscriptions, which are generally recurring, for a fee which is paid in advance when products are generally delivered ratably over the subscription period or in arrears after the product is delivered. A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products. Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.
In evaluating our financial performance, we focus on revenue and profit growth, including results accounted for under generally accepted accounting principles in the United States (“GAAP”) as well as non-GAAP measures, for the Company as a whole and by operating segment.
We present revenues disaggregated by types and by segments, which represent our major product lines. We also review expenses by activity, which provides more transparency into how resources are being deployed. In addition, we utilize operating metrics including Run Rate, subscription sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business.
In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions. Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying AUM, which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. Approximately three-fifths of the AUM is invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency-adjusted variances.
For the nine months ended September 30, 2023, our largest client organization by revenue, BlackRock, accounted for 10.1% of our consolidated operating revenues, with 95.4% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETFs that are based on our indexes.
1 Represents the aggregate of all related clients under their respective parent entity.
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The discussion of our results of operations for the three and nine months ended September 30, 2023 and 2022 are presented below. The results of operations for interim periods may not be indicative of future results.
Recent Developments
Burgiss Acquisition
On October 2, 2023, MSCI acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash. Prior to the acquisition, we held a 33.6% interest in Burgiss and accounted for Burgiss as an equity-method investment. The acquisition of Burgiss will provide MSCI with comprehensive data and deep expertise in all private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics. The acquisition will also expand MSCI’s robust suite of multi-asset class technology solutions with the industry leading Burgiss Caissa Platform, developed exclusively for institutional investors and providing a comprehensive view of the drivers of performance and risk in both public and private investments in total portfolios.
Our existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a pre-tax gain of approximately $140 million, to be recorded during the three months ending December 31, 2023. We used available cash to fund the acquisition of the remaining interest in Burgiss. The results of Burgiss will be included in our All Other - Private Assets reportable segment.
Results of Operations
Operating Revenues
Our operating revenues are grouped by the following types: recurring subscriptions, asset-based fees and non-recurring. We also group operating revenues by major product or reportable segment as follows: Index, Analytics, ESG and Climate and All Other – Private Assets, which includes the Real Assets operating segment.
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)2023202220232022
Recurring subscriptions$464,997 $420,216 10.7 %$1,365,936 $1,227,025 11.3 %
Asset-based fees141,066 125,620 12.3 %412,354 402,889 2.3 %
Non-recurring19,376 14,803 30.9 %60,524 42,476 42.5 %
Total operating revenues$625,439 $560,639 11.6 %$1,838,814 $1,672,390 10.0 %
Total operating revenues increased 11.6% for the three months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 10.9%.
Operating revenues from recurring subscriptions increased 10.7% for the three months ended September 30, 2023, primarily driven by strong growth in Index products, which increased $20.9 million, or 11.3%, ESG and Climate products, which increased $15.4 million, or 27.3%, and Analytics products, which increased $8.5 million, or 6.0%. Adjusting for the impact of foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased 9.8%.
Operating revenues from asset-based fees increased 12.3% for the three months ended September 30, 2023, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 15.3%, primarily driven by increases in average AUM. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 16.3%, primarily driven by increases in average AUM and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 12.1%, driven by volume decreases.
Total operating revenues increased 10.0% for the nine months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 10.3%.
Operating revenues from recurring subscriptions increased 11.3% for the nine months ended September 30, 2023, primarily driven by strong growth in Index products, which increased $64.1 million, or 11.9%, ESG and Climate products, which increased
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$46.6 million, or 28.9%, and Analytics products, which increased $23.2 million, or 5.5%. Adjusting for the impact of foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased 11.7%.
Operating revenues from asset-based fees increased 2.3% for the nine months ended September 30, 2023, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 5.0%, primarily driven by increases in average AUM and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 9.3%, driven by volume decreases.
Operating revenues from non-recurring revenues increased 42.5% for the nine months ended September 30, 2023, primarily driven by one-time license fees related to prior periods, as well as non-recurring licensed data products.
The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated:
Period Ended
20222023
(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)
$1,389.3 $1,189.5 $1,081.2 $1,222.9 $1,305.4 $1,372.5 $1,322.8 
Sequential Change in Value
Market Appreciation/(Depreciation)$(89.7)$(207.3)$(105.7)$118.8 $75.1 $48.4 $(56.1)
Cash Inflows27.4 7.5 (2.6)22.9 7.4 18.7 6.4 
Total Change$(62.3)$(199.8)$(108.3)$141.7 $82.5 $67.1 $(49.7)
The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
20222023
(in billions)MarchJuneSeptemberDecemberMarchJuneSeptember
AUM in ETFs linked to MSCI equity indexes(1), (2)
Quarterly average$1,392.5 $1,285.4 $1,208.9 $1,182.1 $1,287.5 $1,333.8 $1,376.5 
Year-to-date average$1,392.5 $1,338.9 $1,295.6 $1,267.2 $1,287.5 $1,310.7 $1,332.6 
___________________________
(1)The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at http://ir.msci.com. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
(2)The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended September 30, 2023, was up $167.6 billion, or 13.9%. For the nine months ended September 30, 2023, it was up $37.0 billion, or 2.9%.
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The following table presents operating revenues by reportable segment and revenue type for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues:
Index
Recurring subscriptions$206,453 $185,531 11.3 %$603,845 $539,740 11.9 %
Asset-based fees141,066 125,620 12.3 %412,354 402,889 2.3 %
Non-recurring14,603 11,089 31.7 %47,621 31,319 52.1 %
Index total362,122 322,240 12.4 %1,063,820 973,948 9.2 %
Analytics
Recurring subscriptions151,269 142,751 6.0 %443,276 420,047 5.5 %
Non-recurring2,999 2,164 38.6 %7,943 6,349 25.1 %
Analytics total154,268 144,915 6.5 %451,219 426,396 5.8 %
ESG and Climate
Recurring subscriptions71,744 56,353 27.3 %207,523 160,962 28.9 %
Non-recurring1,294 1,242 4.2 %3,792 3,790 0.1 %
ESG and Climate total73,038 57,595 26.8 %211,315 164,752 28.3 %
All Other - Private Assets
Recurring subscriptions35,531 35,581 (0.1 %)111,292 106,276 4.7 %
Non-recurring480 308 55.8 %1,168 1,018 14.7 %
All Other - Private Assets total36,011 35,889 0.3 %112,460 107,294 4.8 %
Total operating revenues$625,439 $560,639 11.6 %$1,838,814 $1,672,390 10.0 %
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.
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The following table presents operating expenses by activity category for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating expenses:
Cost of revenues$105,311 $98,418 7.0 %$324,024 $301,957 7.3 %
Selling and marketing66,581 65,545 1.6 %201,044 192,671 4.3 %
Research and development31,438 25,941 21.2 %92,901 78,179 18.8 %
General and administrative36,826 30,702 19.9 %113,527 112,993 0.5 %
Amortization of intangible assets26,722 23,375 14.3 %77,543 67,274 15.3 %
Depreciation and amortization of property, equipment and leasehold improvements
5,252 7,127 (26.3 %)15,911 20,426 (22.1 %)
Total operating expenses$272,130 $251,108 8.4 %$824,950 $773,500 6.7 %
Total operating expenses increased 8.4% for the three months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 6.4%.
Total operating expenses increased 6.7% for the nine months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 7.1%.
Cost of Revenues
Cost of revenues expenses consist of costs related to the production and servicing of our products and services and primarily includes related information technology costs, including data center, cloud service, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support and maintain existing products; costs of product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs.
Cost of revenues increased 7.0% for the three months ended September 30, 2023, primarily reflecting increases across the Analytics and Index reportable segments, partially offset by decreases in the All Other – Private Assets reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs.
Cost of revenues increased 7.3% for the nine months ended September 30, 2023, reflecting increases across the Index, Analytics and ESG and Climate reportable segments, partially offset by decreases in the All Other – Private Assets reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation, as well as increases in non-compensation costs, primarily reflecting higher market data and recruiting costs.
Selling and Marketing
Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales and marketing teams, as well as costs incurred in other departments associated with acquiring new business, including product management, research, technology and sales operations.
Selling and marketing expenses increased 1.6% for the three months ended September 30, 2023, reflecting increases across the Analytics, ESG and Climate and All Other – Private Assets reportable segments, partially offset by decreases in the Index reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation and wages and salaries, partially offset by lower benefits costs.
Selling and marketing expenses increased 4.3% for the nine months ended September 30, 2023, reflecting increases across all reportable segments. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation costs, partially offset by lower benefits costs, as well as increases in non-compensation costs, primarily reflecting increased marketing costs and travel and entertainment expenses.
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Research and Development
R&D expenses consist of costs to develop new or enhanced products and the costs to develop new or enhanced technologies and service platforms for the delivery of our products and services and primarily include the costs of development, research, product management, project management and the technology support directly associated with these activities.
R&D expenses increased 21.2% for the three months ended September 30, 2023, reflecting increases across the ESG and Climate, Index and All Other - Private Assets reportable segments, partially offset by decreases in the Analytics reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation costs, partially offset by increased capitalization of costs related to internally developed software projects. The change was also driven by increases in non-compensation costs, primarily relating to higher information technology costs.
R&D expenses increased 18.8% for the nine months ended September 30, 2023, reflecting increases across the ESG and Climate, Index and All Other - Private Assets reportable segments, partially offset by decreases in the Analytics reportable segment. The change was driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries and incentive compensation costs, partially offset by increased capitalization of costs related to internally developed software projects. The change was also driven by increases in non-compensation costs, primarily relating to higher information technology costs.
General and Administrative
G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.
G&A expenses increased 19.9% for the three months ended September 30, 2023, reflecting increases across the Index, ESG and Climate and Analytics reportable segments, partially offset by decreases in the All Other - Private Assets reportable segment. The change was driven by increases in compensation and benefits costs primarily related to higher incentive compensation and wages and salaries. The change was also driven by higher non-compensation costs, primarily relating to higher non-income tax expenses due to the absence of favorable settlements reached in the prior period, partially offset by a decrease in professional fees.
G&A expenses increased 0.5% for the nine months ended September 30, 2023, primarily reflecting increases across the ESG and Climate and Index reportable segments, partially offset by decreases in the All Other - Private Assets reportable segment. The change was primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation and wages and salaries. The change was offset by the absence of non-recurring transaction and integration costs related to the September 2021 acquisition of Real Capital Analytics, Inc. (“RCA”).
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)2023202220232022
Compensation and benefits$171,815 $155,447 10.5 %$527,566 $489,527 7.8 %
Non-compensation expenses68,341 65,159 4.9 %203,930 196,273 3.9 %
Amortization of intangible assets26,722 23,375 14.3 %77,543 67,274 15.3 %
Depreciation and amortization of property, equipment and leasehold improvements
5,252 7,127 (26.3 %)15,911 20,426 (22.1 %)
Total operating expenses$272,130 $251,108 8.4 %$824,950 $773,500 6.7 %
Compensation and Benefits
A significant portion of the incentive compensation component of operating expenses is based on the achievement of a number of financial and operating metrics. In a scenario where operating revenue growth and profitability moderate, incentive compensation would be expected to decrease accordingly.
We had 5,005 employees as of September 30, 2023, compared to 4,767 employees as of September 30, 2022, reflecting a 5.0% growth 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, 2023, 66.5% of our employees were located in emerging market centers compared to 65.0% as of September 30, 2022.
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Compensation and benefits costs increased 10.5% and 7.8%, for the three and nine months ended September 30, 2023, respectively, driven by an increase in wages and salaries and incentive compensation costs, partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 7.9% and 8.5%, respectively, for the three and nine months ended September 30, 2023.
Non-Compensation Expenses
Fixed costs constitute a significant portion of the non-compensation component of operating expenses. The discretionary non-compensation component of operating expenses could, however, be reduced in the near-term in a scenario where operating revenue growth moderates.
Non-compensation expenses increased 4.9% for the three months ended September 30, 2023, primarily driven by higher non-income tax expenses due to the absence of favorable settlements reached in the prior period and higher information technology costs and market data costs, partially offset by a decrease in professional fees.
Non-compensation expenses increased 3.9% for the nine months ended September 30, 2023, primarily driven by higher information technology costs, market data costs, non-income tax expenses due to the absence of favorable settlements reached in the prior period, and marketing costs, partially offset by lower professional fees and by the absence of non-recurring transaction and integration costs related to the September 2021 acquisition of RCA.
Amortization of Intangible Assets
Amortization of intangible assets expense relates to definite-lived intangible assets arising from past acquisitions and capitalization of internally developed software projects recognized over their estimated useful lives.
Amortization of intangible assets expense increased 14.3% and 15.3% for the three and nine months ended September 30, 2023, respectively, primarily driven by higher amortization of internal use software.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements consists of expenses related to depreciating or amortizing the cost of computer and related equipment, leasehold improvements, software and furniture and fixtures over the estimated useful life of the assets.
Depreciation and amortization of property, equipment and leasehold improvements decreased 26.3% and 22.1% for the three and nine months ended September 30, 2023, respectively, primarily driven by lower depreciation on computer and related equipment.
Total Other Expense (Income), Net
The following table shows our other expense (income), net for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Interest income$(10,314)$(3,938)161.9 %$(31,079)$(5,160)502.3 %
Interest expense46,902 44,162 6.2 %139,725 125,961 10.9 %
Other expense (income)(935)103 (1007.8 %)4,032 (90)(4580.0 %)
Total other expense (income), net$35,653 $40,327 (11.6 %)$112,678 $120,711 (6.7 %)
Total other expense (income), net decreased 11.6% for the three months ended September 30, 2023, primarily driven by higher interest income, reflecting higher yields, and the impact of favorable foreign currency exchange rate fluctuations, partially offset by higher interest expense due to higher interest rates.
Total other expense (income), net decreased 6.7% for the nine months ended September 30, 2023, primarily driven by higher interest income, reflecting higher yields and cash balances, partially offset by higher interest expense, due to higher debt levels and interest rates, and the impact of unfavorable foreign currency exchange rate fluctuations.
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Income Taxes
The following table shows our income tax provision and effective tax rate for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Provision for income taxes$57,997 $52,612 10.2 %$155,974 $122,577 27.2 %
Effective tax rate18.3 %19.5 %(6.2)%17.3 %15.8 %9.5 %
The effective tax rate of 18.3% for the three months ended September 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $3.4 million, primarily related to $3.2 million of prior-year items.
The effective tax rate of 19.5% for the three months ended September 30, 2022 reflects the Company’s estimate of the effective tax rate for the period. The level of discrete items was not impactful to the effective tax rate for the period.
The effective tax rate of 17.3% for the nine months ended September 30, 2023 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $19.8 million, related to $11.4 million of excess tax benefits recognized on share-based compensation vested during the period and $8.4 million related to prior-year items.
The effective tax rate of 15.8% for the nine months ended September 30, 2022 reflects the Company’s estimate of the effective tax rate for the period and was impacted by certain favorable discrete items totaling $28.2 million, primarily related to $28.4 million of excess tax benefits recognized on share-based compensation vested during the period.
Net Income
The following table shows our net income for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Net income$259,659 $216,592 19.9 %$745,212 $655,602 13.7 %
As a result of the factors described above, net income increased 19.9% for the three months ended September 30, 2023, and increased 13.7% for the nine months ended September 30, 2023.
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,
% ChangeNine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Weighted average shares outstanding:
Basic79,11680,500(1.7 %)79,58081,001(1.8 %)
Diluted79,50080,874(1.7 %)79,95981,481(1.9 %)
    
The following table shows our common shares outstanding for the periods indicated:
As of% Change
(in thousands)September 30,
2023
December 31,
2022
Common shares outstanding79,091 79,960 (1.1 %)
The decrease in weighted average shares and common shares outstanding for the three and nine months ended September 30, 2023 primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program.
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Adjusted EBITDA
“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
“Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by operating revenues.
Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period. All companies do not calculate adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA expenses in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses measures may not be comparable to similarly titled measures computed by other companies.
The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues$625,439 $560,639 11.6 %$1,838,814 $1,672,390 10.0 %
Adjusted EBITDA expenses239,150 219,678 8.9 %730,490 681,741 7.2 %
Adjusted EBITDA$386,289 $340,961 13.3 %$1,108,324 $990,649 11.9 %
Operating margin %56.5 %55.2 %55.1 %53.7 %
Adjusted EBITDA margin %61.8 %60.8 %60.3 %59.2 %
The change in Adjusted EBITDA margin reflects changes in the rate of growth of Adjusted EBITDA expenses as compared to the rate of growth of operating revenues, driven by the factors previously described.
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Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses
The following table presents the reconciliation of net income to Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Net income$259,659 $216,592 19.9 %$745,212 $655,602 13.7 %
Provision for income taxes57,997 52,612 10.2 %155,974 122,577 27.2 %
Other expense (income), net35,653 40,327 (11.6 %)112,678 120,711 (6.7 %)
Operating income353,309 309,531 14.1 %1,013,864 898,890 12.8 %
Amortization of intangible assets26,722 23,375 14.3 %77,543 67,274 15.3 %
Depreciation and amortization of property, equipment and leasehold improvements
5,252 7,127 (26.3 %)15,911 20,426 (22.1 %)
Acquisition-related integration and
 transaction costs (1)
1,006 928 8.4 %1,006 4,059 (75.2 %)
Consolidated Adjusted EBITDA$386,289 $340,961 13.3 %$1,108,324 $990,649 11.9 %
Index Adjusted EBITDA277,672 245,967 12.9 %808,424 737,012 9.7 %
Analytics Adjusted EBITDA71,781 67,634 6.1 %197,710 181,484 8.9 %
ESG and Climate Adjusted EBITDA25,440 15,910 59.9 %66,114 42,334 56.2 %
All Other - Private Assets Adjusted EBITDA11,396 11,450 (0.5 %)36,076 29,819 21.0 %
Consolidated Adjusted EBITDA$386,289 $340,961 13.3 %$1,108,324 $990,649 11.9 %
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Total operating expenses$272,130 $251,108 8.4 %$824,950 $773,500 6.7 %
Amortization of intangible assets26,722 23,375 14.3 %77,543 67,274 15.3 %
Depreciation and amortization of property, equipment and leasehold improvements
5,252 7,127 (26.3 %)15,911 20,426 (22.1 %)
Acquisition-related integration and
 transaction costs (1)
1,006 928 8.4 %1,006 4,059 (75.2 %)
Consolidated Adjusted EBITDA expenses$239,150 $219,678 8.9 %$730,490 $681,741 7.2 %
Index Adjusted EBITDA expenses84,450 76,273 10.7 %255,396 236,936 7.8 %
Analytics Adjusted EBITDA expenses82,487 77,281 6.7 %253,509 244,912 3.5 %
ESG and Climate Adjusted EBITDA expenses
47,598 41,685 14.2 %145,201 122,418 18.6 %
All Other - Private Assets Adjusted EBITDA expenses
24,615 24,439 0.7 %76,384 77,475 (1.4 %)
Consolidated Adjusted EBITDA expenses$239,150 $219,678 8.9 %$730,490 $681,741 7.2 %
___________________________
(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 discussion of the segment results is presented below.
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Segment Results
Index Segment
The following table presents the results for the Index segment for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues:
Recurring subscriptions$206,453 $185,531 11.3 %$603,845 $539,740 11.9 %
Asset-based fees141,066 125,620 12.3 %412,354 402,889 2.3 %
Non-recurring14,603 11,089 31.7 %47,621 31,319 52.1 %
Operating revenues total362,122 322,240 12.4 %1,063,820 973,948 9.2 %
Adjusted EBITDA expenses84,450 76,273 10.7 %255,396 236,936 7.8 %
Adjusted EBITDA$277,672 $245,967 12.9 %$808,424 $737,012 9.7 %
Adjusted EBITDA margin %76.7 %76.3 %76.0 %75.7 %
Index operating revenues increased 12.4% for the three months ended September 30, 2023, primarily driven by strong growth from both recurring subscriptions and asset-based fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 12.5%.
Operating revenues from recurring subscriptions increased 11.3% for the three months ended September 30, 2023, primarily driven by strong growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 12.3% for the three months ended September 30, 2023, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 15.3%, primarily driven by an increase in average AUM. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 16.3%, primarily driven by increases in average AUM and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 12.1%, driven by volume decreases.
Index segment Adjusted EBITDA expenses increased 10.7% for the three months ended September 30, 2023, primarily driven by higher compensation expenses across all expense categories. The increase reflects higher incentive compensation and wages and salaries. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 8.4%.
Index operating revenues increased 9.2% for the nine months ended September 30, 2023, primarily driven by strong growth from both recurring subscriptions and non-recurring revenues. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 9.4%.
Operating revenues from recurring subscriptions increased 11.9% for the nine months ended September 30, 2023, primarily driven by strong growth from both market cap-weighted and factor, ESG and climate Index products.
Operating revenues from asset-based fees increased 2.3% for the nine months ended September 30, 2023, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes, partially offset by a decrease in revenues from exchange traded futures and options contracts linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 5.0%, primarily driven by increases in average AUM and average basis point fees. Operating revenues from exchange traded futures and options contracts linked to MSCI indexes decreased by 9.3%, driven by volume decreases.
Operating revenues from non-recurring revenues increased 52.1% for the nine months ended September 30, 2023, primarily driven by one-time license fees related to prior periods, as well as non-recurring licensed data products.
Index segment Adjusted EBITDA expenses increased 7.8% for the nine months ended September 30, 2023, driven by higher compensation and non-compensation expenses across all expense categories. The increase reflects higher wages and salaries and incentive compensation costs, partially offset by lower benefits costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 8.2%.
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Analytics Segment
The following table presents the results for the Analytics segment for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues:
Recurring subscriptions$151,269 $142,751 6.0 %$443,276 $420,047 5.5 %
Non-recurring2,999 2,164 38.6 %7,943 6,349 25.1 %
Operating revenues total154,268 144,915 6.5 %451,219 426,396 5.8 %
Adjusted EBITDA expenses82,487 77,281 6.7 %253,509 244,912 3.5 %
Adjusted EBITDA$71,781 $67,634 6.1 %$197,710 $181,484 8.9 %
Adjusted EBITDA margin %46.5 %46.7 %43.8 %42.6 %
Analytics operating revenues increased 6.5% for the three months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 6.6%.
Analytics segment Adjusted EBITDA expenses increased 6.7% for the three months ended September 30, 2023, primarily driven by higher compensation expenses across the cost of revenues, G&A and selling and marketing expense activity categories, partially offset by lower compensation expenses in the R&D expense activity category. The increase reflects higher incentive compensation and wages and salaries. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 4.7%.
Analytics operating revenues increased 5.8% for the nine months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 6.2%.
Analytics segment Adjusted EBITDA expenses increased 3.5% for the nine months ended September 30, 2023, primarily driven by higher compensation expenses across the cost of revenues, selling and marketing and G&A expense activity categories, partially offset by lower compensation expenses in the R&D expense activity category. The increase reflects higher incentive compensation and wages and salaries. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 3.8%.
ESG and Climate Segment
The following table presents the results for the ESG and Climate segment for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues:
Recurring subscriptions$71,744 $56,353 27.3 %$207,523 $160,962 28.9 %
Non-recurring1,294 1,242 4.2 %3,792 3,790 0.1 %
Operating revenues total73,038 57,595 26.8 %211,315 164,752 28.3 %
Adjusted EBITDA expenses47,598 41,685 14.2 %145,201 122,418 18.6 %
Adjusted EBITDA$25,440 $15,910 59.9 %$66,114 $42,334 56.2 %
Adjusted EBITDA margin %34.8 %27.6 %31.3 %25.7 %
ESG and Climate operating revenues increased 26.8% for the three months ended September 30, 2023, primarily driven by strong growth from recurring subscriptions related to Ratings, Climate and Screening products. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 20.3%.
ESG and Climate segment Adjusted EBITDA expenses increased 14.2% for the three months ended September 30, 2023, primarily driven by higher compensation expenses across all expense activity categories. The increase reflects higher wages and
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salaries and incentive compensation. The increase was partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate segment Adjusted EBITDA expenses would have increased 12.1%.
ESG and Climate operating revenues increased 28.3% for the nine months ended September 30, 2023, primarily driven by strong growth from recurring subscriptions related to Ratings, Climate and Screening products. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 28.8%.
ESG and Climate segment Adjusted EBITDA expenses increased 18.6% for the nine months ended September 30, 2023, primarily driven by higher compensation and non-compensation expenses across all expense activity categories. The increase reflects higher wages and salaries, incentive compensation, benefits and information technology costs. The increase was partially offset by increased capitalization of expenses related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate segment Adjusted EBITDA expenses would have increased 19.5%.
All Other – Private Assets Segment
The following table presents the results for the All Other – Private Assets segment for the periods indicated:
Three Months Ended
September 30,
% Change Nine Months Ended
September 30,
% Change
(in thousands)2023202220232022
Operating revenues:
Recurring subscriptions$35,531 $35,581 (0.1 %)$111,292 $106,276 4.7 %
Non-recurring480 308 55.8 %1,168 1,018 14.7 %
Operating revenues total36,011 35,889 0.3 %112,460 107,294 4.8 %
Adjusted EBITDA expenses24,615 24,439 0.7 %76,384 77,475 (1.4 %)
Adjusted EBITDA$11,396 $11,450 (0.5 %)$36,076 $29,819 21.0 %
Adjusted EBITDA margin %31.6 %31.9 %32.1 %27.8 %
All Other – Private Assets operating revenues increased 0.3% for the three months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to Index Intel, Property Intel and Climate Insights products, as well as favorable foreign currency exchange rate fluctuations, offset by a one-time revenue catch-up in the prior period. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have decreased 1.3%.
All Other – Private Assets segment Adjusted EBITDA expenses were relatively flat across expense activity categories for the three months ended September 30, 2023. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets segment Adjusted EBITDA expenses would have decreased 1.1%.
All Other – Private Assets operating revenues increased 4.8% for the nine months ended September 30, 2023, primarily driven by growth from recurring subscriptions related to Index Intel, Property Intel and Climate Insights products, partially offset by a one-time revenue catch-up in the prior period and unfavorable foreign currency exchange rate fluctuations. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 6.2%.
All Other – Private Assets segment Adjusted EBITDA expenses decreased 1.4% for the nine months ended September 30, 2023, primarily driven by lower compensation expenses across the cost of revenues and G&A expense activity categories, partially offset by higher compensation expenses in the R&D expense activity category. The decrease reflects higher capitalization of expenses related to internally developed software projects and lower incentive compensation and wages and salaries. Non-compensation expenses increased, mainly driven by higher expenses in the R&D expense activity category, partially offset by lower expenses in the G&A expense activity category. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets segment Adjusted EBITDA expenses would have decreased 0.1%.
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Operating Metrics
Run Rate
“Run Rate” estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract with respect to which we have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such notice is not effective until a later date.
Changes in our recurring revenues typically lag changes in Run Rate. The actual amount of recurring revenues we will realize over the following 12 months will differ from Run Rate for numerous reasons, including:
fluctuations in revenues associated with new recurring sales;
modifications, cancellations and non-renewals of existing Client Contracts, subject to specified notice requirements;
differences between the recurring license start date and the date the Client Contract is executed due to, for example, contracts with onboarding periods or fee waiver periods;
fluctuations in asset-based fees, which may result from changes in certain investment products’ total expense ratios, market movements, including foreign currency exchange rates, or from investment inflows into and outflows from investment products linked to our indexes;
fluctuations in fees based on trading volumes of futures and options contracts linked to our indexes;
price changes or discounts;
revenue recognition differences under U.S. GAAP, including those related to the timing of implementation and report deliveries for certain of our products and services;
fluctuations in the number of hedge funds for which we provide investment information and risk analysis to hedge fund investors;
fluctuations in foreign currency exchange rates; and
the impact of acquisitions and divestitures.
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The following table presents Run Rates by reportable segment as of the dates indicated and the growth percentages over the periods indicated:
As of%
Change
(in thousands)September 30,
2023
September 30,
2022
Index:
Recurring subscriptions$835,334 $750,818 11.3 %
Asset-based fees545,548 479,399 13.8 %
Index total1,380,882 1,230,217 12.2 %
Analytics639,462 597,752 7.0 %
ESG and Climate297,297 237,930 25.0 %
All Other - Private Assets150,749 137,401 9.7 %
Total Run Rate$2,468,390 $2,203,300 12.0 %
Recurring subscriptions total$1,922,842 $1,723,901 11.5 %
Asset-based fees545,548 479,399 13.8 %
Total Run Rate$2,468,390 $2,203,300 12.0 %
Total Run Rate increased 12.0%, driven by an 11.5% increase from recurring subscriptions and a 13.8% increase from asset-based fees. Adjusting for the impact of foreign currency exchange rate fluctuations, recurring subscriptions Run Rate would have increased 10.7%.
Run Rate from Index recurring subscriptions increased 11.3%, primarily driven by growth from market cap-weighted products and custom Index products and special packages. The increase reflected growth across all regions and client segments.
Run Rate from Index asset-based fees increased 13.8%, driven by higher AUM in ETFs linked to MSCI equity indexes.
Run Rate from Analytics products increased 7.0%, primarily driven by growth in Multi-Asset Class and Equity Analytics products, and reflected growth across all regions. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics Run Rate would have increased 6.2%.
Run Rate from ESG and Climate products increased 25.0%, driven by strong growth in Ratings, Climate and Screening products. Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate Run Rate would have increased 21.9%.
Run Rate from All Other - Private Assets increased 9.7%, primarily driven by growth in Index Intel, RCA and Performance Insights products, and reflected growth across all regions. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Run Rate would have increased 7.5%.
Sales
Sales represents the annualized value of products and services clients commit to purchase from MSCI and will result in additional operating revenues. Non-recurring sales represent the actual value of the customer agreements entered into during the period and are not a component of Run Rate. New recurring subscription sales represent additional selling activities, such as new customer agreements, additions to existing agreements or increases in price that occurred during the period and are additions to Run Rate. Subscription cancellations reflect client activities during the period, such as discontinuing products and services and/or reductions in price, resulting in reductions to Run Rate. Net new recurring subscription sales represent the amount of new recurring subscription sales net of subscription cancellations during the period, which reflects the net impact to Run Rate during the period.
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Total gross sales represent the sum of new recurring subscription sales and non-recurring sales. Total net sales represent the total gross sales net of the impact from subscription cancellations.
The following table presents our recurring subscription sales, cancellations and non-recurring sales by reportable segment for the periods indicated:
Three Months Ended%
Change
Nine Months Ended%
Change
(in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
New recurring subscription sales
Index$23,978 $24,130 (0.6 %)$80,156 $74,493 7.6 %
Analytics18,787 17,568 6.9 %50,751 50,391 0.7 %
ESG and Climate12,124 14,270 (15.0 %)38,497 55,617 (30.8 %)
All Other - Private Assets4,788 5,218 (8.2 %)14,746 16,490 (10.6 %)
New recurring subscription sales total59,677 61,186 (2.5 %)184,150 196,991 (6.5 %)
Subscription cancellations
Index(7,402)(5,388)37.4 %(22,617)(18,468)22.5 %
Analytics(7,543)(6,029)25.1 %(24,094)(22,523)7.0 %
ESG and Climate(2,639)(1,303)102.5 %(7,331)(3,315)121.1 %
All Other - Private Assets(3,153)(1,744)80.8 %(8,634)(5,080)70.0 %
Subscription cancellations total(20,737)(14,464)43.4 %(62,676)(49,386)26.9 %
Net new recurring subscription sales
Index16,576 18,742 (11.6 %)57,539 56,025 2.7 %
Analytics11,244 11,539 (2.6 %)26,657 27,868 (4.3 %)
ESG and Climate9,485 12,967 (26.9 %)31,166 52,302 (40.4 %)
All Other - Private Assets1,635 3,474 (52.9 %)6,112 11,410 (46.4 %)
Net new recurring subscription sales total38,940 46,722 (16.7 %)121,474 147,605 (17.7 %)
Non-recurring sales
Index14,679 13,375 9.7 %54,365 41,357 31.5 %
Analytics3,206 2,505 28.0 %8,734 8,412 3.8 %
ESG and Climate1,532 1,375 11.4 %4,066 3,553 14.4 %
All Other - Private Assets262 83 215.7 %1,069 690 54.9 %
Non-recurring sales total19,679 17,338 13.5 %68,234 54,012 26.3 %
Gross sales
Index$38,657 $37,505 3.1 %$134,521 $115,850 16.1 %
Analytics21,993 20,073 9.6 %59,485 58,803 1.2 %
ESG and Climate13,656 15,645 (12.7 %)42,563 59,170 (28.1 %)
All Other - Private Assets5,050 5,301 (4.7 %)15,815 17,180 (7.9 %)
Total gross sales$79,356 $78,524 1.1 %$252,384 $251,003 0.6 %
Net sales
Index$31,255 $32,117 (2.7 %)$111,904 $97,382 14.9 %
Analytics14,450 14,044 2.9 %35,391 36,280 (2.5 %)
ESG and Climate11,017 14,342 (23.2 %)35,232 55,855 (36.9 %)
All Other - Private Assets1,897 3,557 (46.7 %)7,181 12,100 (40.7 %)
Total net sales$58,619 $64,060 (8.5 %)$189,708 $201,617 (5.9 %)
A significant portion of MSCI's operating revenues are derived from subscriptions or licenses of products and services, which are provided over contractually-agreed periods of time that are subject to renewal or cancellation at the end of current contract terms.
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Retention Rate
The following table presents our Retention Rate by reportable segment for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Index96.2%96.9%96.1%96.5%
Analytics95.1%95.9%94.8%94.9%
ESG and Climate96.0%97.4%96.3%97.8%
All Other - Private Assets91.3%94.8%92.1%95.0%
Total95.4%96.4%95.4%95.9%
Retention Rate is an important metric because subscription cancellations decrease our Run Rate and ultimately our future operating revenues over time. The annual Retention Rate represents the retained subscription Run Rate (subscription Run Rate at the beginning of the fiscal year less actual cancels during the year) as a percentage of the subscription Run Rate at the beginning of the fiscal year.
The Retention Rate for a non-annual period is calculated by annualizing the cancellations for which we have received a notice of termination or for which we believe there is an intention not to renew or discontinue the subscription during the non-annual period, and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the fiscal year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the period.
Retention Rate is computed by operating segment on a product/service-by-product/service basis. In general, if a client reduces the number of products or services to which it subscribes within a segment, or switches between products or services within a segment, we treat it as a cancellation for purposes of calculating our Retention Rate except in the case of a product or service switch that management considers to be a replacement product or service. In those replacement cases, only the net change to the client subscription, if a decrease, is reported as a cancel. In the Analytics and the ESG and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances. In addition, we treat any reduction in fees resulting from a down-sell of the same product or service as a cancellation to the extent of the reduction. We do not calculate Retention Rate for that portion of our Run Rate attributable to assets in index-linked investment products or futures and options contracts, in each case, linked to our indexes.
Retention Rate is generally higher during the first three quarters and lower in the fourth quarter, as the fourth quarter is traditionally the largest renewal period in the year.
Critical Accounting Policies and Estimates
We describe our significant accounting policies in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included in our Form 10-K. There have been no significant changes in our accounting policies since the end of the fiscal year ended December 31, 2022 or critical accounting estimates applied in the fiscal year ended December 31, 2022.
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, including our acquisition of Burgiss on October 2, 2023. The Company used available cash to fund the acquisition of the remaining interest in Burgiss. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.
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Senior Notes and Credit Agreement
As of September 30, 2023, we had an aggregate of $4,200.0 million in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of September 30, 2023: (i) an aggregate of $341.3 million in Tranche A Term Loans outstanding under the TLA Facility and (ii) $500 million of undrawn borrowing capacity under the revolving credit facility. See Note 7, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and revolving credit facility.
The Senior Notes and the Credit Agreement are fully and unconditionally, and jointly and severally, guaranteed by our direct or indirect wholly owned domestic subsidiaries that account for more than 5% of our and our subsidiaries’ consolidated assets, other than certain excluded subsidiaries (the “subsidiary guarantors”). Amounts due under the Credit Agreement are our and the subsidiary guarantors’ senior unsecured obligations and rank equally with the Senior Notes and any of our other unsecured, unsubordinated debt, senior to any of our subordinated debt and effectively subordinated to our secured debt to the extent of the assets securing such debt.
The indentures governing our Senior Notes (the “Indentures”) among us, each of the subsidiary guarantors, and Computershare, National Association, as trustee and successor to Wells Fargo Bank, National Association, contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets. In addition, the Indentures restrict our non-guarantor subsidiaries’ ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiaries guaranteeing the Senior Notes on a pari passu basis. The Credit Agreement governing the TLA Facility and the revolving credit facility also contains covenants that limit our and our subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make other distributions in respect of capital stock or engage in certain types of stock repurchases, redemptions and other restricted payments, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets.
The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary ERISA defaults in addition to the foregoing. None of the restrictions detailed above are expected to impact our ability to effectively operate the business.
The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for two fiscal quarters following a material acquisition) and (2) the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00. As of September 30, 2023, our Consolidated Leverage Ratio was 2.77:1.00 and our Consolidated Interest Coverage Ratio was 8.46:1.00.
Our non-guarantor subsidiaries under the Senior Notes and the Credit Agreement consist of: (i) domestic subsidiaries of the Company that account for 5% or less of consolidated assets of the Company and its subsidiaries and (ii) any foreign or domestic subsidiary of the Company that is deemed to be a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended. Our non-guarantor subsidiaries accounted for approximately $1,498.8 million, or 62.1%, of our total revenue for the trailing 12 months ended September 30, 2023, approximately $656.6 million, or 49.6%, of our consolidated operating income for the trailing 12 months ended September 30, 2023, and approximately $853.5 million, or 17.5%, of our consolidated total assets (excluding intercompany assets) and $848.9 million, or 14.4%, of our consolidated total liabilities, in each case as of September 30, 2023.
Share Repurchases
The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases:
Nine months ended
(in thousands except per share data)
Average
Price
Paid Per
Share
Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
September 30, 2023$468.26 980$458,721 
September 30, 2022$473.26 2,567$1,214,695 
___________________________
(1)     As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The values in this column exclude the 1% excise tax incurred on share repurchases. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit)
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As of September 30, 2023, there was $845.7 million of available authorization remaining under the 2022 Repurchase Program. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.
Cash Dividends
On October 30, 2023, the Board of Directors declared a quarterly cash dividend of $1.38 per share for the three months ending December 31, 2023. The fourth quarter 2023 dividend is payable on November 30, 2023 to shareholders of record as of the close of trading on November 9, 2023.
Cash Flows
The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated:
As of
(in thousands)September 30,
2023
December 31,
2022
Cash and cash equivalents (includes restricted cash of $3,839 and
   $368 at September 30, 2023 and December 31, 2022, respectively)
$928,552 $993,564 
We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of September 30, 2023 and December 31, 2022, $181.8 million and $344.5 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)20232022
Net cash provided by operating activities$847,076 $779,942 
Net cash (used in) investing activities(69,411)(52,413)
Net cash (used in) provided by financing activities(842,364)(1,252,827)
Effect of exchange rate changes(313)(29,039)
Net (decrease) increase in cash, cash equivalents and
   restricted cash
$(65,012)$(554,337)
Cash 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 income tax payments.
Our primary uses of cash from operating activities are for the payment of cash compensation expenses, income taxes, interest expenses, technology costs, professional fees, market data costs and office rent. Historically, the payment of cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.
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Cash Flows From Investing Activities
The year-over-year change was primarily driven by higher capital expenditures and capitalized software development costs.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by lower share repurchases, partially offset by the absence of proceeds from borrowings and by higher dividend payments..
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are subject to foreign currency exchange fluctuation risk. Exchange rate movements can impact the U.S. dollar-reported value of our revenues, expenses, assets and liabilities denominated in non-U.S. dollar currencies or where the currency of such items is different than the functional currency of the entity where these items were recorded.
We generally invoice our clients in U.S. dollars; however, we invoice a portion of our clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the nine months ended September 30, 2023 and 2022, 17.0% and 15.8%, respectively, of our revenues are subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities. Of the 17.0% of non-U.S. dollar exposure for the nine months ended September 30, 2023, 41.7% was in Euros, 32.5% was in British pounds sterling and 17.6% was in Japanese yen. Of the 15.8% of non-U.S. dollar exposure for the nine months ended September 30, 2022, 40.8% was in Euros, 30.2% was in British pounds sterling and 19.2% was in Japanese yen.
Revenues from asset-based fees represented 22.4% and 24.1% of operating revenues for the nine months ended September 30, 2023 and 2022, respectively. While a substantial portion of our asset-based fees are invoiced in U.S. dollars, the fees are based on the assets in investment products, of which approximately three-fifths are invested in securities denominated in currencies other than the U.S. dollar. Accordingly, declines in such other currencies against the U.S. dollar will decrease the fees payable to us under such licenses. In addition, declines in such currencies against the U.S. dollar could impact the attractiveness of such investment products resulting in net fund outflows, which would further reduce the fees payable under such licenses.
We are exposed to additional foreign currency risk in certain of our operating costs. Approximately 43.4% and 42.9% of our operating expenses for the nine months ended September 30, 2023 and 2022, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints, Mexican pesos and Swiss francs.
We have certain monetary assets and liabilities denominated in currencies other than local functional amounts and when these balances are remeasured into their local functional currency, either a gain or a loss results from the change of the value of the functional currency as compared to the originating currencies. We manage foreign currency exchange rate risk, in part, through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the impact on the income statement of the volatility of amounts denominated in certain foreign currencies. We recognized total foreign currency exchange losses of $2.9 million and gains of $2.7 million for the nine months ended September 30, 2023 and 2022, respectively.
Item 4.    Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as of September 30, 2023, and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1.    Legal Proceedings
Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company in the ordinary course of business. While the amounts claimed could be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that MSCI’s business, operating results, financial condition or cash flows in a particular period could be materially affected by certain contingencies. However, based on facts currently available, management believes that the disposition of matters that are currently pending or asserted will not, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Item 1A.    Risk Factors
For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for fiscal year ended December 31, 2022.
There have been no material changes to the risk factors and uncertainties known to the Company and disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2022, that, if they were to materialize or occur, would, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Item 2.    Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
There were no unregistered sales of equity securities during the three months ended September 30, 2023.
The table below presents information with respect to purchases made by or on behalf of the Company of its shares of common stock during the three months ended September 30, 2023.
Issuer Purchases of Equity Securities
Period
Total
Number of
Shares
Purchased(1)
Average Price
Paid
Per Share(2)
Total
Number of
Shares
Purchased
As Part of
Publicly
Announced
Plans
or Programs
Approximate
Dollar
Value of Shares
that May Yet
Be
Purchased
Under
the Plans or
Programs(3)
July 1, 2023 - July 31, 202339,178 $468.65 38,263 $845,668,000 
August 1, 2023 - August 31, 2023487 $544.39 — $845,668,000 
September 1, 2023 - September 30, 2023277 $535.25 — $845,668,000 
Total39,942 $470.04 38,263 $845,668,000 
___________________________
(1)Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company.
(2)Excludes 1% excise tax incurred on share repurchases.
(3)See Note 9, “Shareholders’ Equity (Deficit),” of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding our stock repurchase program.
Item 5.    Other Information
During the three months ended September 30, 2023, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.
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Item 6.    Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
3.1
3.2
*31.1
*31.2
**32.1
*101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCHInline XBRL Taxonomy Extension Schema Document
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
*Filed herewith.
**Furnished herewith.


    
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 31, 2023
MSCI INC.
(Registrant)
By:/s/ Andrew C. Wiechmann
Andrew C. Wiechmann
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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