MSCI Inc.

10/28/2025 | Press release | Distributed by Public on 10/28/2025 11:38

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS
Page
Overview
25
Critical Accounting Estimates
26
Results of Operations
27
Segment Results
33
Liquidity and Capital Resources
41
Cash Flows
42
The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Form 10-K"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in "Item 1A.-Risk Factors," in our Form 10-K.
Except as the context otherwise indicates, the terms "MSCI," the "Company," "we," "our" and "us" refer to MSCI Inc., together with its subsidiaries.
Overview
We are a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively. The Company has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions whichare presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate. For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other - Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.
Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of sustainability and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and expanding our presence in key geographic areas and (f) executing strategic partnerships and acquisitions with complementary data, content and technology companies. For more information about our Company's operations, see "Item 1: Business" in our Form 10-K.
As of September 30, 2025, we served approximately 6,9001clients in more than 95 countries.
Our principal business model is generally to license annual, recurring subscriptions for the majority of our Index, Analytics and Sustainability and Climate products and services for a fee due in advance of the service period. Private Assets products are also licensed annually through subscriptions, which are generally recurring, for a fee which is paid in advance when products are generally delivered ratably over the subscription period or in arrears after the product is delivered. A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products. Such fees are primarily based on a client's assets under management ("AUM"), trading volumes and fee levels.
In evaluating our financial performance, we focus on revenue and profit growth, including results accounted for under generally accepted accounting principles in the United States ("GAAP"), as well as non-GAAP measures, for the Company as a whole and by operating segment.
We present revenues disaggregated by types and by segments, which represent our major product lines. We also review expenses by activity, which provides more transparency into how resources are being deployed. In addition, we utilize operating metrics including Run Rate, subscription sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business.
1Represents the aggregate of all related clients under their respective parent entity. At acquisition, we align an acquired company's client count to our methodology.
In the first quarter of 2025, we renamed our "ESG and Climate" operating and reportable segment to "Sustainability and Climate" to reflect the breadth of our product offerings. There were no changes to the composition of our reportable segments or information reviewed by the chief operating decision maker and no impact on our historical segment operating results.
In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions. Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying AUM, which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. Approximately three-fifths of the AUM is invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency-adjusted variances.
For the nine months ended September 30, 2025, our largest client organization by revenue, BlackRock, accounted for 10.6% of our consolidated operating revenues, with 96.4% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock's ETFs and non-ETF products that are based on our indexes.
The discussion of our results of operations for the three and nine months ended September 30, 2025 and 2024 are presented below. The results of operations for interim periods may not be indicative of future results.
Critical Accounting Policies and Estimates
We describe our significant accounting policies in Note 1, "Introduction and Basis of Presentation," of the Notes to Consolidated Financial Statements included in our Form 10-K. There have been no significant changes in our accounting policies or critical accounting estimates during the nine months ended September 30, 2025.
Goodwill
We recognize goodwill in business combination transactions when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. We test goodwill for impairment annually on July 1 or when interim triggers arise at the reporting unit level. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.
As of July 1, 2025, the Company has selected to bypass the optional qualitative assessment for the Real Assets and Private Capital Solutions ("PCS") reporting units. This decision was based on the relatively low excess of fair value over carrying value observed in the prior year's analysis. Therefore, a quantitative goodwill impairment test was performed for both Real Assets and PCS. For the Index, Analytics, and Sustainability and Climate reporting units, the company performed a qualitative assessment. The quantitative test for impairment used an equal weighting of the income approach and the market approach to estimate the fair value of the Real Assets and PCS reporting units.
The income approach requires significant judgments in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit's cost of capital. Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit. Discount rates are selected for each reporting unit being valued based on each reporting unit's estimated weighted-average cost of capital. The weighted-average cost of capital is estimated based on both the capital structure that we believe a market participant would utilize as well as the discount rates of guideline public companies that have similar characteristics to each reporting unit being valued, adjusted for the risk inherent in each reporting unit. Terminal growth rates are selected based on growth rates used during the reporting unit's forecast period in combination with economic conditions.
The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment, and changes to these estimates could materially impact the fair value determination of each reporting unit. We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value.
Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2025, all reporting units had fair values exceeding their carrying values. As a result, no goodwill impairment was recorded as of this date.
At September 30, 2025, the carrying value of goodwill of the Real Assets and Private Capital Solutions reporting units were $691.3 million and $617.8 million, respectively. As of July 1, 2025, the fair value of the Real Assets and Private Capital Solutions reporting units exceeded their carrying values by approximately 39% and 15%,respectively. If we experience a prolonged downturn in the business environment or financial markets, weaker-than-expected performance of one of our businesses or a sustained decline in our common stock price, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.
For the Real Assets and PCS reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment. See Note 6, "Goodwill and Intangible Assets, Net" of the Notes to the Condensed Consolidated Financial Statements included herein for additional information on goodwill.
Results of Operations
Operating Revenues
Our operating revenues are grouped by the following types: recurring subscriptions, asset-based fees and non-recurring. We also group operating revenues by major product as follows: Index, Analytics, Sustainability and Climate and All Other - Private Assets.
The following table presents operating revenues by type for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Operating revenues:
Index
Recurring subscriptions $ 242,569 $ 223,945 8.3 % $ 711,546 $ 653,929 8.8 %
Asset-based fees 197,515 168,622 17.1 % 559,002 482,162 15.9 %
Non-recurring 11,076 12,315 (10.1 %) 37,188 39,855 (6.7 %)
Index total 451,160 404,882 11.4 % 1,307,736 1,175,946 11.2 %
Analytics
Recurring subscriptions 178,292 168,150 6.0 % 517,828 490,829 5.5 %
Non-recurring 3,878 4,226 (8.2 %) 14,230 11,508 23.7 %
Analytics total 182,170 172,376 5.7 % 532,058 502,337 5.9 %
Sustainability and Climate
Recurring subscriptions 88,676 81,536 8.8 % 258,440 235,954 9.5 %
Non-recurring 1,449 2,107 (31.2 %) 5,215 5,428 (3.9 %)
Sustainability and Climate total 90,125 83,643 7.7 % 263,655 241,382 9.2 %
All Other - Private Assets
Recurring subscriptions 69,524 62,991 10.4 % 206,656 190,434 8.5 %
Non-recurring 447 813 (45.0 %) 1,826 2,520 (27.5 %)
All Other - Private Assets total 69,971 63,804 9.7 % 208,482 192,954 8.0 %
Recurring subscriptions total 579,061 536,622 7.9 % 1,694,470 1,571,146 7.8 %
Asset-based fees 197,515 168,622 17.1 % 559,002 482,162 15.9 %
Non-recurring 16,850 19,461 (13.4 %) 58,459 59,311 (1.4 %)
Total operating revenues $ 793,426 $ 724,705 9.5 % $ 2,311,931 $ 2,112,619 9.4 %
Total operating revenues increased 9.5% for the three months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 9.0%.
Total operating revenues increased 9.4% for the nine months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 9.0%.
Refer to the section titled "Segment Results" that follows for further discussion of segment revenues.
Operating Expenses
We group our operating expenses into the following activity categories:
•Cost of revenues;
•Selling and marketing;
•Research and development ("R&D");
•General and administrative ("G&A");
•Amortization of intangible assets; and
•Depreciation and amortization of property, equipment and leasehold improvements.
Costs are assigned to these activity categories based on the nature of the expense or, when not directly attributable, an estimated allocation based on the type of effort involved. Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related expenses.
The following table presents operating expenses by activity category for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Operating expenses:
Cost of revenues $ 132,528 $ 126,192 5.0 % $ 406,985 $ 382,815 6.3 %
Selling and marketing 79,856 70,763 12.8 % 236,773 214,385 10.4 %
Research and development 44,807 38,584 16.1 % 136,472 120,182 13.6 %
General and administrative 41,805 41,561 0.6 % 137,251 137,958 (0.5 %)
Amortization of intangible assets 40,937 41,939 (2.4 %) 128,569 121,316 6.0 %
Depreciation and amortization of property, equipment and leasehold improvements
5,803 4,332 34.0 % 15,934 12,639 26.1 %
Total operating expenses $ 345,736 $ 323,371 6.9 % $ 1,061,984 $ 989,295 7.3 %
Total operating expenses increased 6.9% for the three months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 6.1%.
Total operating expenses increased 7.3% for the nine months ended September 30, 2025. Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 7.4%.
Descriptions of MSCI's operating expense categories are provided in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K. The discussion below focuses on year-over-year changes and key drivers.
Cost of Revenues
Cost of revenues increased 5.0% and 6.3% for the three and nine months ended September 30, 2025, respectively, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs and higher severance costs, as well as increases in non-compensation costs reflecting higher information technology costs.
Selling and Marketing
Selling and marketing expenses increased 12.8% and 10.4% for the three and nine months ended September 30, 2025, respectively, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
Research and Development
R&D expenses increased 16.1% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase is also driven by increases in non-compensation costs reflecting higher information technology costs.
R&D expenses increased 13.6% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by increased capitalization of costs related to internally developed software projects. The increase is also driven by increases in non-compensation costs reflecting higher information technology costs.
General and Administrative
G&A expenses increased 0.6% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by decreases in non-compensation costs reflecting lower transaction costs.
G&A expenses decreased 0.5% for the nine months ended September 30, 2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Compensation and benefits $ 215,259 $ 194,809 10.5 % $ 672,432 $ 618,421 8.7 %
Non-compensation expenses 83,737 82,291 1.8 % 245,049 236,919 3.4 %
Amortization of intangible assets 40,937 41,939 (2.4 %) 128,569 121,316 6.0 %
Depreciation and amortization of property, equipment and leasehold improvements
5,803 4,332 34.0 % 15,934 12,639 26.1 %
Total operating expenses $ 345,736 $ 323,371 6.9 % $ 1,061,984 $ 989,295 7.3 %
Compensation and Benefits
We had 6,253 employees as of September 30, 2025, compared to 6,118 employees as of September 30, 2024, reflecting a 2.2% increase in the number of employees. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs. As of September 30, 2025, 70% of our employees were located in emerging market centers compared to 69% as of September 30, 2024.
Compensation and benefits costs increased 10.5% and 8.7%, respectively, for the three and nine months ended September 30, 2025, primarily driven by increased headcount costs and higher severance costs.
Adjusting for the impact of foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 9.3% and increased by 8.9%, respectively, for the three and nine months ended September 30, 2025.
Non-Compensation Expenses
Non-compensation expenses increased 1.8% for the three months ended September 30, 2025, primarily driven by higher information technology costs, partially offset by lower transaction costs.
Non-compensation expenses increased 3.4% for the nine months ended September 30, 2025, primarily driven by higher information technology and market data costs, partially offset by lower transaction costs.
Adjusting for the impact of foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 1.4% and 3.4%, respectively, for the three and nine months ended September 30, 2025.
Amortization of Intangible Assets
Amortization of intangible assets expense decreased 2.4% for the three months ended September 30, 2025, primarily driven by certain intangible assets becoming fully amortized during the period, partially offset by higher amortization of internally developed software.
Amortization of intangible assets expense increased 6.0% for the nine months ended September 30, 2025, primarily driven by higher amortization of internally developed software.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements increased 34.0% and 26.1% for the three and nine months ended September 30, 2025, respectively, primarily driven by higher depreciation on computer and related equipment.
Total Other Expense (Income), Net
The following table shows our other expense (income), net for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Interest income $ (5,109) $ (5,217) (2.1 %) $ (11,914) $ (17,375) (31.4 %)
Interest expense 53,620 46,688 14.8 % 146,296 139,995 4.5 %
Other expense (income) 2,671 2,927 (8.7 %) 10,147 7,881 28.8 %
Total other expense (income), net $ 51,182 $ 44,398 15.3 % $ 144,529 $ 130,501 10.7 %
Total other expense (income), net increased 15.3% for the three months ended September 30, 2025, primarily driven by higher interest expenses reflecting higher debt levels.
Total other expense (income), net increased 10.7% for the nine months ended September 30, 2025, primarily driven by higher interest expenses reflecting higher debt levels, lower interest income reflecting lower average cash balances as well as unfavorable foreign currency exchange rate fluctuations.
Income Taxes
The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.9% and 21.3%, respectively. The rate is primarily driven by favorable prior-year items in the current year, compared to unfavorable prior-year items in the preceding year.
The effective tax rate for the nine months ended September 30, 2025 and 2024 was 17.0% and 19.1%, respectively. The decrease is primarily driven by the benefit of prior-year refund claims in the current year, partially offset by a decrease in excess tax benefits recognized on share-based compensation vested.
Net Income
The following table shows our net income for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Net income $ 325,386 $ 280,901 15.8 % $ 917,636 $ 803,613 14.2 %
As a result of the factors described above, net income increased 15.8% for the three months ended September 30, 2025, and increased 14.2% for the nine months ended September 30, 2025.
Weighted Average Shares and Common Shares Outstanding
The following table shows our weighted average shares outstanding for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Weighted average shares outstanding:
Basic 76,460 78,499 (2.6 %) 77,159 78,925 (2.2 %)
Diluted 76,579 78,729 (2.7 %) 77,290 79,159 (2.4 %)
The following table shows our common shares outstanding for the periods indicated:
As of % Change
(in thousands) September 30,
2025 		December 31,
2024
Common shares outstanding 75,181 77,745 (3.3 %)
The decrease in weighted average shares and common shares outstanding for the three and nine months ended September 30, 2025 primarily reflects the impact of share repurchases made pursuant to the Company's stock repurchase program, partially offset by the vesting of certain stock-based awards.
Non-GAAP Financial Measures
Adjusted EBITDA
"Adjusted EBITDA," a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
"Adjusted EBITDA expenses," a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
"Adjusted EBITDA margin" is defined as Adjusted EBITDA divided by operating revenues.
Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company's ongoing operating performance in the period. All companies do not calculate adjusted EBITDA, adjusted EBITDA expenses and adjusted EBITDA margin in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company's computation of the Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin measures may not be comparable to similarly titled measures computed by other companies.
The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2025 2024 2025 2024
Operating revenues $ 793,426 $ 724,705 $ 2,311,931 $ 2,112,619
Adjusted EBITDA expenses 298,996 274,003 917,481 848,389
Adjusted EBITDA $ 494,430 $ 450,702 $ 1,394,450 $ 1,264,230
Operating margin % 56.4 % 55.4 % 54.1 % 53.2 %
Adjusted EBITDA margin % 62.3 % 62.2 % 60.3 % 59.8 %
Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses
The following table presents the reconciliation of net income to Adjusted EBITDA for the periods indicated:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2025 2024 2025 2024
Net income $ 325,386 $ 280,901 $ 917,636 $ 803,613
Provision for income taxes 71,122 76,035 187,782 189,210
Other expense (income), net 51,182 44,398 144,529 130,501
Operating income 447,690 401,334 1,249,947 1,123,324
Amortization of intangible assets 40,937 41,939 128,569 121,316
Depreciation and amortization of property, equipment and leasehold improvements
5,803 4,332 15,934 12,639
Acquisition-related integration and transaction costs(1)
- 3,097 - 6,951
Consolidated Adjusted EBITDA $ 494,430 $ 450,702 $ 1,394,450 $ 1,264,230
Index Adjusted EBITDA 350,263 314,148 991,992 898,898
Analytics Adjusted EBITDA 90,038 90,287 258,674 244,171
Sustainability and Climate Adjusted EBITDA 34,806 29,989 90,304 75,010
All Other - Private Assets Adjusted EBITDA 19,323 16,278 53,480 46,151
Consolidated Adjusted EBITDA $ 494,430 $ 450,702 $ 1,394,450 $ 1,264,230
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2025 2024 2025 2024
Total operating expenses $ 345,736 $ 323,371 $ 1,061,984 $ 989,295
Amortization of intangible assets 40,937 41,939 128,569 121,316
Depreciation and amortization of property, equipment and leasehold improvements
5,803 4,332 15,934 12,639
Acquisition-related integration and transaction costs(1)
- 3,097 - 6,951
Consolidated Adjusted EBITDA expenses $ 298,996 $ 274,003 $ 917,481 $ 848,389
Index Adjusted EBITDA expenses $ 100,897 $ 90,734 $ 315,744 $ 277,048
Analytics Adjusted EBITDA expenses 92,132 82,089 273,384 258,166
Sustainability and Climate Adjusted EBITDA expenses
55,319 53,654 173,351 166,372
All Other - Private Assets Adjusted EBITDA expenses
50,648 47,526 155,002 146,803
Consolidated Adjusted EBITDA expenses $ 298,996 $ 274,003 $ 917,481 $ 848,389
___________________________
(1)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Segment Results
Index Segment
The following table presents the results for the Index segment for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Operating revenues:
Recurring subscriptions $ 242,569 $ 223,945 8.3% $ 711,546 $ 653,929 8.8 %
Asset-based fees 197,515 168,622 17.1% 559,002 482,162 15.9 %
Non-recurring 11,076 12,315 (10.1%) 37,188 39,855 (6.7 %)
Operating revenues total 451,160 404,882 11.4% 1,307,736 1,175,946 11.2 %
Adjusted EBITDA expenses 100,897 90,734 11.2% 315,744 277,048 14.0 %
Adjusted EBITDA $ 350,263 $ 314,148 11.5% $ 991,992 $ 898,898 10.4 %
Adjusted EBITDA margin % 77.6 % 77.6 % 75.9 % 76.4 %
Index operating revenues increased 11.4% for the three months ended September 30, 2025, driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 11.4%.
Operating revenues from recurring subscriptions increased 8.3% for the three months ended September 30, 2025, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 17.1% for the three months ended September 30, 2025, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 24.1%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased by 8.5%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
Index operating revenues increased 11.2% for the nine months ended September 30, 2025, primarily driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of foreign currency exchange rate fluctuations, Index operating revenues would have increased 11.1%.
Operating revenues from recurring subscriptions increased 8.8% for the nine months ended September 30, 2025, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 15.9% for the nine months ended September 30, 2025, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes increased by 18.9%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees. Operating revenues from non-ETF indexed funds linked to MSCI indexes increased 13.9%, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated:
Period Ended
2024 2025
(in billions)
March
31,
June
30,
September
30,
December
31,
March
31,
June
30,
September
30,
AUM in ETFs linked to MSCI equity indexes(1) (2)
$ 1,582.6 $ 1,631.9 $ 1,761.8 $ 1,724.7 $ 1,783.1 $ 2,024.6 $ 2,211.0
Sequential Change in Value
Market Appreciation/(Depreciation) $ 92.8 $ 21.2 $ 111.3 $ (85.3) $ 16.4 $ 193.0 $ 140.0
Cash Inflows 20.9 28.1 18.6 48.2 42.0 48.5 46.4
Total Change $ 113.7 $ 49.3 $ 129.9 $ (37.1) $ 58.4 $ 241.5 $ 186.4
The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
2024 2025
(in billions) March June September December March June September
AUM in ETFs linked to MSCI equity indexes(1) (2)
Quarterly average $ 1,508.8 $ 1,590.6 $ 1,677.0 $ 1,755.4 $ 1,793.7 $ 1,868.7 $ 2,108.4
Year-to-date average $ 1,508.8 $ 1,549.7 $ 1,592.1 $ 1,632.9 $ 1,793.7 $ 1,831.2 $ 1,923.6
___________________________
(1)The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link "AUM in ETFs Linked to MSCI Equity Indexes" on our Investor Relations homepage at http://ir.msci.com. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
(2)The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended September 30, 2025, was up $431.4 billion, or 25.7%. For the nine months ended September 30, 2025, the average value of AUM in ETFs linked to MSCI equity indexes was up $331.5 billion, or 20.8%.
Index segment Adjusted EBITDA expenses increased 11.2% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 10.2%.
Index segment Adjusted EBITDA expenses increased 14.0% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees. Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 14.1%.
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) 2025 2024 2025 2024
Operating revenues:
Recurring subscriptions $ 178,292 $ 168,150 6.0 % $ 517,828 $ 490,829 5.5 %
Non-recurring 3,878 4,226 (8.2 %) 14,230 11,508 23.7 %
Operating revenues total 182,170 172,376 5.7 % 532,058 502,337 5.9 %
Adjusted EBITDA expenses 92,132 82,089 12.2 % 273,384 258,166 5.9 %
Adjusted EBITDA $ 90,038 $ 90,287 (0.3 %) $ 258,674 $ 244,171 5.9 %
Adjusted EBITDA margin % 49.4 % 52.4 % 48.6 % 48.6 %
Analytics operating revenues increased 5.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.6%.
Analytics segment Adjusted EBITDA expenses increased 12.2% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by higher information technology costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 11.5%.
Analytics operating revenues increased 5.9% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.8%.
Analytics segment Adjusted EBITDA expenses increased 5.9% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 6.3%.
Sustainability and Climate Segment
The following table presents the results for the Sustainability and Climate segment for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Operating revenues:
Recurring subscriptions $ 88,676 $ 81,536 8.8 % $ 258,440 $ 235,954 9.5 %
Non-recurring 1,449 2,107 (31.2 %) 5,215 5,428 (3.9 %)
Operating revenues total 90,125 83,643 7.7 % 263,655 241,382 9.2 %
Adjusted EBITDA expenses 55,319 53,654 3.1 % 173,351 166,372 4.2 %
Adjusted EBITDA $ 34,806 $ 29,989 16.1 % $ 90,304 $ 75,010 20.4 %
Adjusted EBITDA margin % 38.6 % 35.9 % 34.3 % 31.1 %
Sustainability and Climate operating revenues increased 7.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 5.1%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 3.1% for the three months ended September 30, 2025, primarily driven by higher benefits and compensation costs as a result of increased headcount costs as well as higher severance
costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have increased 2.0%.
Sustainability and Climate operating revenues increased 9.2% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 7.1%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 4.2% for the nine months ended September 30, 2025, primarily driven by higher benefits and compensation costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have increased 4.2%.
All Other - Private Assets
The following table presents the results for All Other - Private Assets for the periods indicated:
Three Months Ended
September 30, 		% Change Nine Months Ended
September 30, 		% Change
(in thousands) 2025 2024 2025 2024
Operating revenues:
Recurring subscriptions $ 69,524 $ 62,991 10.4 % $ 206,656 $ 190,434 8.5 %
Non-recurring 447 813 (45.0 %) 1,826 2,520 (27.5 %)
Operating revenues total 69,971 63,804 9.7 % 208,482 192,954 8.0 %
Adjusted EBITDA expenses 50,648 47,526 6.6 % 155,002 146,803 5.6 %
Adjusted EBITDA $ 19,323 $ 16,278 18.7 % $ 53,480 $ 46,151 15.9 %
Adjusted EBITDA margin % 27.6 % 25.5 % 25.7 % 23.9 %
All Other - Private Assets operating revenues increased 9.7% for the three months ended September 30, 2025, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Total Plan Portfolio Management and Private Capital Intel products. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets operating revenues would have increased 8.3%.
All Other - Private Assets Adjusted EBITDA expenses increased 6.6% for the three months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 5.4%.
All Other - Private Assets operating revenues increased 8.0% for the nine months ended September 30, 2025, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Portfolio Management and Transparency Data products, as well as growth from recurring subscription in Real Assets related to Index Intel products. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets operating revenues would have increased 7.2%.
All Other - Private Assets Adjusted EBITDA expenses increased 5.6% for the nine months ended September 30, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 5.2%.
Operating Metrics
A substantial portion of MSCI's operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term. In addition, we generate non-recurring revenues from one-time sales and other transactions or services that are discrete in nature or that have a defined life. The operating metrics defined below help management assess the
stability and growth of this recurring-revenue base and track non-recurring revenues. There have been no changes to the methodologies used to compute these metrics compared with prior periods.
Run Rate
Run Rate estimates, at a specific point in time, the annualized value of the recurring portion of executed client contracts ("Client Contracts") expected to generate revenues over the next 12 months, assuming that all such Client Contracts are renewed and using fixed foreign exchange rates. Run Rate includes new Client Contracts upon execution, even if the license start date and related revenue recognition occur later.
For Client Contracts where fees are linked to an investment product's assets or trading volume or fees (referred to as "Asset-based Fees"), the Run Rate calculation is based on:
•For exchange-traded funds ("ETFs"): assets under management as of the last trading day of the period;
•For non-ETF products: the most recent client-reported assets under management; and
•For listed futures and options contracts: the most recent quarterly volumes and/or reported exchange fees.
Run Rate excludes fees associated with one-time or other non-recurring transactions.
We remove from Run Rate the annualized fee value associated with products or services under any Client Contracts when (i) we have received a notice of termination, reduction in fees, non-renewal or other clear indication that the client does not intend to continue its subscription at then current fees; and (ii) management has determined that such notice or indication reflects the client's final decision to terminate, not renew or renew at a lower fee the applicable products or services, even if such termination or non-renewal is not yet effective (each such event, a "Subscription Cancellation").
In general, when a client reduces the fees paid to MSCI associated with a reduction in the number of products or services to which it subscribes within a segment, or a switch between products or services within a segment, unless the client switches to a product or service that management considers a replacement, such reduction or switch is treated as a Subscription Cancellation, including for purposes of calculating MSCI's Retention Rate (as detailed below). In the cases where the client switches products or services to a replacement service, only the net decrease, if any, is reported as a cancellation.
•In the Analytics and Sustainability and Climate operating segments, substantially all such product or service switches are treated as replacements and are netted accordingly.
•In contrast, in the Index, Real Assets, and Private Capital Solutions operating segments, such netting treatment is applied only in limited circumstances.
Run Rate may differ from revenues recognized in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. Changes in our recurring revenues typically lag changes in Run Rate. Key factors include, but are not limited to:
•Immediate recognition of the annualized value of newly executed recurring Client Contracts;
•Immediate removal of the annualized value of Subscription Cancellations on Client Contracts;
•Immediate updates to reflect modifications to existing Client Contracts, including changes in price or scope of services;
•Timing differences between the effective date of service delivery and contract execution (e.g., Client Contracts with implementation periods, fee waivers or future-dated start terms);
•Variability in revenues driven by exogenous factors, such as changes in reference asset values, currency exchange rates or investment flows;
•Variability in revenues tied to trading volumes of futures and options contracts linked to MSCI indexes; and
•The effects of acquisitions and divestitures.
•Multi-period agreements with contractual price escalators where the total revenue is recognized ratably over the contract period.
Organic recurring subscription Run Rate growth is defined as the period-over-period growth in Run Rate, excluding:
•The impact of changes in foreign currency exchange rates;
•The impact of acquisitions during the first 12 months following the transaction date; and
•The impact of divestitures, where Run Rate from divested businesses are excluded from prior period Run Rates.
The following table presents Run Rates as of the dates indicated and the growth percentages over the periods indicated:
As of
(in thousands) September 30,
2025 		September 30,
2024 		Run Rate Growth % Organic Run Rate Growth %
Index:
Recurring subscriptions $ 988,125 $ 906,803 9.0 % 9.0 %
Asset-based fees 799,744 683,462 17.0 % 17.0 %
Index total 1,787,869 1,590,265 12.4 % 12.4 %
Analytics 742,404 691,333 7.4 % 6.9 %
Sustainability and Climate 370,809 344,015 7.8 % 5.8 %
All Other - Private Assets 285,418 268,577 6.3 % 5.5 %
Total Run Rate $ 3,186,500 $ 2,894,190 10.1 % 9.7 %
Recurring subscriptions total $ 2,386,756 $ 2,210,728 8.0 % 7.4 %
Asset-based fees 799,744 683,462 17.0 % 17.0 %
Total Run Rate $ 3,186,500 $ 2,894,190 10.1 % 9.7 %
Total Run Rate increased 10.1%, driven by a 8.0% increase from recurring subscriptions, primarily driven by increases in the asset manager, banks and broker-dealer, hedge fund and asset owner client segments, as well as a 17.0% increase from asset-based fees.
Run Rate from Index recurring subscriptions increased 9.0%, primarily driven by growth from market cap-weighted and custom Index products. The increase reflected growth across all regions and client segments.
Run Rate from Index asset-based fees increased 17.0%, primarily driven by higher AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Run Rate from Analytics products increased 7.4%, primarily driven by growth in both Equity Analytics and Multi-Asset Class products, and reflected growth across all regions.
Run Rate from Sustainability and Climate products increased 7.8%, driven by growth in Ratings and Climate products, with growth primarily attributable to EMEA. The increase is primarily driven by growth in asset manager and wealth manager client segments.
Run Rate from All Other - Private Assets increased 6.3%, primarily driven by growth from Private Capital Solutions related to Total Plan Portfolio Management, Private Capital Intel and Transparency Data products, and reflected growth across all regions. The increase is primarily driven by growth in asset owner and asset manager client segments.
Sales
Sales represents the annualized value of products and services that clients have committed to purchase from MSCI and that are expected to result in additional operating revenues.
Non-recurring sales represent the aggregate value of client agreements entered into during the period that generate non-recurring fees and are not included in Run Rate (as defined elsewhere herein), even if such agreements span multiple periods or years.
New recurring subscription sales represent the annualized value of additional client commitments entered into during the period - such as new Client Contracts, expansions of existing Client Contracts or price increases - that contribute to Run Rate.
Net new recurring subscription sales represent new recurring subscription sales minus the impact of Subscription Cancellations, capturing the net impact to Run Rate for the period.
Total gross sales is the sum of new recurring subscription sales and non-recurring sales.
Total net sales is total gross sales minus the impact of Subscription Cancellations.
Changes in foreign currency are calculated by applying the exchange rates from the prior comparable period to the current period's foreign currency-denominated Run Rate.
The following table presents our recurring subscription sales, cancellations and non-recurring sales for the periods indicated:
Three Months Ended Nine Months Ended
(in thousands) September 30,
2025 		September 30,
2024 		September 30,
2025 		September 30,
2024
Index
New recurring subscription sales $ 29,443 $ 25,271 $ 81,141 $ 80,081
Subscription cancellations (9,911) (9,862) (27,406) (34,876)
Net new recurring subscription sales $ 19,532 $ 15,409 $ 53,735 $ 45,205
Non-recurring sales $ 12,657 $ 13,883 $ 42,504 $ 44,687
Total gross sales $ 42,100 $ 39,154 $ 123,645 $ 124,768
Total Index net sales $ 32,189 $ 29,292 $ 96,239 $ 89,892
Analytics
New recurring subscription sales $ 21,961 $ 20,780 $ 60,923 $ 56,137
Subscription cancellations (9,853) (10,307) (28,710) (28,001)
Net new recurring subscription sales $ 12,108 $ 10,473 $ 32,213 $ 28,136
Non-recurring sales $ 3,508 $ 7,293 $ 11,549 $ 13,812
Total gross sales $ 25,469 $ 28,073 $ 72,472 $ 69,949
Total Analytics net sales $ 15,616 $ 17,766 $ 43,762 $ 41,948
Sustainability and Climate
New recurring subscription sales $ 7,424 $ 9,333 $ 24,959 $ 39,361
Subscription cancellations (5,509) (5,575) (15,535) (17,496)
Net new recurring subscription sales $ 1,915 $ 3,758 $ 9,424 $ 21,865
Non-recurring sales $ 734 $ 2,345 $ 3,975 $ 6,852
Total gross sales $ 8,158 $ 11,678 $ 28,934 $ 46,213
Total Sustainability and Climate net sales $ 2,649 $ 6,103 $ 13,399 $ 28,717
All Other - Private Assets
New recurring subscription sales $ 9,693 $ 9,959 $ 29,270 $ 29,877
Subscription cancellations (4,458) (4,610) (15,956) (15,112)
Net new recurring subscription sales $ 5,235 $ 5,349 $ 13,314 $ 14,765
Non-recurring sales $ 939 $ 520 $ 2,757 $ 2,361
Total gross sales $ 10,632 $ 10,479 $ 32,027 $ 32,238
Total All Other - Private Assets net sales $ 6,174 $ 5,869 $ 16,071 $ 17,126
Consolidated
New recurring subscription sales $ 68,521 $ 65,343 $ 196,293 $ 205,456
Subscription cancellations (29,731) (30,354) (87,607) (95,485)
Net new recurring subscription sales $ 38,790 $ 34,989 $ 108,686 $ 109,971
Non-recurring sales $ 17,838 $ 24,041 $ 60,785 $ 67,712
Total gross sales $ 86,359 $ 89,384 $ 257,078 $ 273,168
Total net sales $ 56,628 $ 59,030 $ 169,471 $ 177,683
Retention Rate
The following table presents our Retention Rate for the periods indicated:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Index 95.8% 95.4% 96.1% 94.6%
Analytics 94.4% 93.8% 94.5% 94.4%
Sustainability and Climate 93.6% 93.0% 94.0% 92.7%
All Other - Private Assets 93.3% 92.7% 92.0% 92.0%
Total 94.7% 94.2% 94.8% 93.9%
Retention Rate is a key performance metric that provides insight into the stability and durability of MSCI's recurring revenue base. Subscription cancellations reduce Run Rate and, over time, lower future operating revenues.
For full-year periods, Retention Rate is calculated as the retained subscription Run Rate, which is defined as the subscription Run Rate at the beginning of the fiscal year minus actual subscription cancellations during the fiscal year, expressed as a percentage of the subscription Run Rate at the beginning of the fiscal year.
For interim (non-annual) periods, Retention Rate is presented on an annualized basis. The annualized Retention Rate is calculated by:
1.Dividing annualized subscription cancellations in the period by the subscription Run Rate at the beginning of the fiscal year, to determine a cancellation rate; and
2.Subtracting that rate from 100%, to derive the annualized Retention Rate.
Retention Rate is calculated by operating segment and is based on an individual product or service level within each segment. We do not calculate Retention Rate for the portion of Run Rate attributable to Asset-based Fees.
Liquidity and Capital Resources
We require capital to fund ongoing operations, internal growth initiatives and acquisitions. Our primary sources of liquidity are cash flows generated from our operations, existing cash and cash equivalents and credit capacity under our existing credit facility. In addition, we believe we have access to additional funding in the public and private markets. We intend to use these sources of liquidity to, among other things, service our existing and future debt obligations, fund our working capital requirements for capital expenditures, investments, acquisitions and dividend payments, and make repurchases of our common stock. In connection with our business strategy, we regularly evaluate acquisition and strategic partnership opportunities. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.
Senior Notes and Credit Agreement
As of September 30, 2025, we had an aggregate of $5.5 billion in Senior Notes outstanding. In addition, we had as of September 30, 2025 an aggregate of $0.1 billion in outstanding borrowings under the Revolving Credit Facility. See Note 7, "Debt" of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and revolving credit facility.
On August 8, 2025, we issued $1.25 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2035 (the "2035 Senior Notes") in a registered public offering. The 2035 Senior Notes mature on September 1, 2035. At any time prior to June 1, 2035, we may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after June 1, 2035, the 2035 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.
On August 20, 2025, we entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement") amending and restating in its entirety the Company's prior Second Amended and Restated Credit Agreement (the "Prior Credit Agreement"). The Credit Agreement increases the aggregate revolving commitments to $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the "Revolving Credit Facility"), and extends the availability period until August 20, 2030. Prior to entering into the Credit Agreement, we applied the proceeds of the offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.
The indentures governing our Senior Notes (the "Indentures")contain covenants that limit our and our subsidiaries' ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness. The Credit Agreement also contains covenants that limit our and our subsidiaries' ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.
The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary ERISA defaults in addition to the foregoing. None of the restrictions above are expected to impact our ability to effectively operate the business.
The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) during any Non-Investment Grade Covenant Period (as defined in the Credit Agreement), the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 3.00:1.00. As of September 30, 2025, our Consolidated Leverage Ratio was 2.70:1.00.
Share Repurchases
The following table provides information with respect to repurchases of the Company's common stock pursuant to open market repurchases:
Nine months ended
(in thousands except per share data)
Average
Price
Paid Per
Share 		Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased(1)
September 30, 2025 $ 559.44 2,703 $ 1,512,260
September 30, 2024 $ 500.52 880 $ 440,265
___________________________
(1)The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders' Equity (Deficit).
On October 25, 2025, the Board of Directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $3.0 billion worth of shares of MSCI's common stock (the "2025 Repurchase Program"), which supersedes and replaces the 2024 Repurchase Program authorized. Share repurchases made pursuant to the 2025 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.
Cash Dividends
On October 27, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending September 30, 2025. The fourth quarter 2025 dividend is payable on November 28, 2025 to shareholders of record as of the close of trading on November 14, 2025.
Cash Flows
The following table presents the Company's cash and cash equivalents, including restricted cash, as of the dates indicated:
As of
(in thousands) September 30,
2025 		December 31,
2024
Cash and cash equivalents (includes restricted cash of $3,656 and
$3,497 at September 30, 2025 and December 31, 2024, respectively)
$ 400,089 $ 409,351
We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of September 30, 2025 and December 31, 2024, $253.5 million and $265.5 million, respectively, of the Company's cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions. We believe the global cash and cash equivalent balances that
are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products.
We believe that global cash flows from operations, together with existing cash and cash equivalents and funds available under our existing revolving credit facility and our ability to access bank debt, private debt and the capital markets for additional funds, will continue to be sufficient to fund our global operating activities and cash commitments for investing and financing activities, such as material capital expenditures and share repurchases, for at least the next 12 months and for the foreseeable future thereafter. In addition, we expect that foreign cash flows from operations, together with existing cash and cash equivalents, will continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and for the foreseeable future thereafter.
Net Cash Provided by (Used In) Operating, Investing and Financing Activities
Nine Months Ended
September 30,
(in thousands) 2025 2024
Net cash provided by operating activities $ 1,087,316 $ 1,070,994
Net cash (used in) investing activities (93,614) (107,522)
Net cash (used in) provided by financing activities (1,012,200) (926,125)
Effect of exchange rate changes 9,236 1,939
Net increase (decrease) in cash, cash equivalents and restricted cash
$ (9,262) $ 39,286
Cash Flows From Operating Activities
Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities. The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher payments for cash expenses.
Our primary uses of cash from operating activities are for the payment of cash compensation expenses, income taxes, interest expenses, technology costs, professional fees, market data costs and office rent. Historically, the payment of cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.
Cash Flows From Investing Activities
The year-over-year change was due to prior year acquisitions partially offset by increased capital expenditures.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by the impact of higher share repurchases, repayment of borrowings and dividend payments, partially offset by proceeds from borrowings.
MSCI Inc. published this content on October 28, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 28, 2025 at 17:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]