MSCI Inc.

10/20/2026 | Press release | Distributed by Public on 10/20/2026 11:55

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS
Page
Overview
24
Critical Accounting Policies and Estimates
25
Results of Operations
26
Segment Results
32
Liquidity and Capital Resources
39
Cash Flows
40
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, 2025 (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
Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation. The Company has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate. For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other - Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.
Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of sustainability and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and expanding our presence in key geographic areas and (f) executing strategic partnerships and acquisitions with complementary data, content and technology companies. For more information about our Company's operations, see "Item 1: Business" in our Form 10-K.
As of September 30, 2026, we served approximately 6,9001 clients in more than 100 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 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, 2026, our largest client organization by revenue, BlackRock, accounted for 11.8% of our consolidated operating revenues, with 96.7% 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, 2026 and 2025 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, 2026.
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, 2026, we elected to bypass the optional qualitative assessment for the Private Capital Solutions ("PCS") reporting unit. 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 the PCS reporting unit. For the Index, Analytics, Sustainability and Climate, and Real Assets reporting units, we 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 PCS reporting unit.
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, 2026, our quantitative test for goodwill impairment indicated that the PCS reporting unit's fair value exceeded its carrying value. For all other reporting units, the qualitative assessment indicated it was not more likely than not that the fair value of any of these reporting units was less than its carrying amount. Additionally, no triggering events occurred between July 1, 2026 and September 30, 2026 that would require an interim impairment assessment. Therefore, no goodwill impairment was recorded for the nine months ended September 30, 2026.
At September 30, 2026, the carrying value of goodwill of the PCS reporting unit was $629.4 million. As of July 1, 2026, the fair value of the PCS reporting unit exceeded its carrying value by approximately 21%. 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 PCS reporting unit, 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 millions) 2026 2025 2026 2025
Operating revenues:
Index
Recurring subscriptions $ 269.5 $ 242.5 11.1 % $ 786.7 $ 711.5 10.6 %
Asset-based fees 246.6 197.5 24.9 % 704.2 559.0 26.0 %
Non-recurring 16.5 11.1 48.6 % 49.0 37.2 31.7 %
Index total 532.6 451.1 18.1 % 1,539.9 1,307.7 17.8 %
Analytics
Recurring subscriptions 188.1 178.3 5.5 % 557.2 517.8 7.6 %
Non-recurring 2.9 3.9 (25.6 %) 13.2 14.3 (7.7 %)
Analytics total 191.0 182.2 4.8 % 570.4 532.1 7.2 %
Sustainability and Climate
Recurring subscriptions 92.2 88.7 3.9 % 273.6 258.4 5.9 %
Non-recurring 1.5 1.4 7.1 % 3.9 5.2 (25.0 %)
Sustainability and Climate total 93.7 90.1 4.0 % 277.5 263.6 5.3 %
All Other - Private Assets
Recurring subscriptions 73.8 69.6 6.0 % 219.7 206.7 6.3 %
Non-recurring 0.9 0.4 125.0 % 2.3 1.8 27.8 %
All Other - Private Assets total 74.7 70.0 6.7 % 222.0 208.5 6.5 %
Total
Recurring subscriptions total 623.6 579.1 7.7 % 1,837.2 1,694.4 8.4 %
Asset-based fees 246.6 197.5 24.9 % 704.2 559.0 26.0 %
Non-recurring 21.8 16.8 29.8 % 68.4 58.5 16.9 %
Total operating revenues $ 892.0 $ 793.4 12.4 % $ 2,609.8 $ 2,311.9 12.9 %
Total operating revenues increased 12.4% for the three months ended September 30, 2026. The $98.6 million increase was driven by $49.1 million higher asset-based fees, $44.5 million higher recurring subscription revenues and $5.0 million higher non-
recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 12.3%.
Total operating revenues increased 12.9% for the nine months ended September 30, 2026. The $297.9 million increase was driven by $145.2 million higher asset-based fees, $142.8 million higher recurring subscription revenues and $9.9 million higher non-recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 12.6%.
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 millions) 2026 2025 2026 2025
Operating expenses:
Cost of revenues $ 152.2 $ 132.5 14.9 % $ 443.9 $ 407.0 9.1 %
Selling and marketing 90.2 79.9 12.9 % 263.3 236.8 11.2 %
Research and development 47.6 44.8 6.3 % 143.2 136.5 4.9 %
General and administrative 48.2 41.8 15.3 % 163.4 137.2 19.1 %
Amortization of intangible assets 45.2 41.0 10.2 % 130.9 128.6 1.8 %
Depreciation and amortization of property, equipment and leasehold improvements
6.5 5.8 12.1 % 18.6 15.9 17.0 %
Total operating expenses $ 389.9 $ 345.8 12.8 % $ 1,163.3 $ 1,062.0 9.5 %
Total operating expenses increased 12.8% for the three months ended September 30, 2026. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 10.6%.
Total operating expenses increased 9.5% for the nine months ended September 30, 2026. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 7.1%.
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 14.9% and 9.1% for the three and nine months ended September 30, 2026, respectively, driven by increases in non-compensation costs as a result of higher information technology costs and market data costs, as well as increases in compensation and benefits costs, primarily as a result of incentive compensation.
Selling and Marketing
Selling and marketing expenses increased 12.9% and 11.2% for the three and nine months ended September 30, 2026, respectively, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation, as well as increases in non-compensation costs as a result of higher occupancy costs.
Research and Development
R&D expenses increased 6.3% for the three months ended September 30, 2026, driven by increases in non-compensation costs as a result of higher information technology costs and professional fees. The increase was also driven by increases in compensation and benefits costs, primarily as a result of salaries and incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects.
R&D expenses increased 4.9% for the nine months ended September 30, 2026, driven by increases in non-compensation costs as a result of higher information technology costs. The increase was also driven by increases in compensation and benefits costs, primarily as a result of salaries and incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects.
General and Administrative
G&A expenses increased 15.3% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation, as well as increases in non-compensation costs as a result of higher transaction costs and professional fees.
G&A expenses increased 19.1% for the nine months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation. The increase was also driven by increases in non-compensation costs as a result of higher transaction costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition.
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 millions) 2026 2025 2026 2025
Compensation and benefits $ 233.9 $ 215.2 8.7 % $ 715.4 $ 672.4 6.4 %
Non-compensation expenses 104.3 83.8 24.5 % 298.4 245.1 21.7 %
Amortization of intangible assets 45.2 41.0 10.2 % 130.9 128.6 1.8 %
Depreciation and amortization of property, equipment and leasehold improvements
6.5 5.8 12.1 % 18.6 15.9 17.0 %
Total operating expenses $ 389.9 $ 345.8 12.8 % $ 1,163.3 $ 1,062.0 9.5 %
Compensation and Benefits
We had 6,259 employees as of September 30, 2026, compared to 6,253 employees as of September 30, 2025, reflecting a 0.1% increase. Our use of artificial intelligence tools in our operations, together with the continued growth of our emerging market centers around the world, are important factors in our ability to manage and control the growth of our compensation and benefits costs. As of September 30, 2026, 71% of our employees were located in emerging market centers compared to 70% as of September 30, 2025.
Compensation and benefits costs increased 8.7% and 6.4%, respectively, for the three and nine months ended September 30, 2026, primarily driven by increases in incentive compensation, partially offset by increased capitalization of expenses related to internally developed software projects.
Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 7.2% and 4.4%, respectively, for the three and nine months ended September 30, 2026.
Non-Compensation Expenses
Non-compensation expenses increased 24.5% for the three months ended September 30, 2026, primarily driven by higher information technology costs, professional fees, market data costs, and occupancy costs.
Non-compensation expenses increased 21.7% for the nine months ended September 30, 2026, primarily driven by higher information technology costs, professional fees, and market data costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition.
Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 21.5% and 18.6%, respectively, for the three and nine months ended September 30, 2026.
Amortization of Intangible Assets
Amortization of intangible assets expense increased 10.2% for the three months ended September 30, 2026, primarily driven by higher amortization of internally developed capitalized software.
Amortization of intangible assets expense increased 1.8% for the nine months ended September 30, 2026, primarily driven by higher amortization of internally developed capitalized software, partially offset by certain acquired intangible assets becoming fully amortized during the prior year.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements increased 12.1% and 17.0% for the three and nine months ended September 30, 2026, 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 millions) 2026 2025 2026 2025
Interest income $ (2.9) $ (5.1) (43.1 %) $ (8.2) $ (11.9) (31.1 %)
Interest expense 74.8 53.6 39.6 % 214.9 146.3 46.9 %
Other expense (income) 2.3 2.6 (11.5 %) 5.4 10.1 (46.5 %)
Total other expense (income), net $ 74.2 $ 51.1 45.2 % $ 212.1 $ 144.5 46.8 %
Total other expense (income), net increased 45.2% and 46.8% for the three and nine months ended September 30, 2026, respectively, primarily driven by higher interest expense as a result of higher debt levels.
Income Taxes
The effective tax rate for the three months ended September 30, 2026 and 2025 was 18.0% and 17.9%, respectively. The increase in the tax rate was primarily driven by a lower operating tax rate in the current year that was offset by smaller net discrete tax benefits compared to the prior year.
The effective tax rate for the nine months ended September 30, 2026 and 2025 was 11.0% and 17.0%, respectively. The decrease in the effective tax rate was primarily driven by an $88.0 million discrete tax benefit recognized upon the completion of a multi-phased internal legal entity restructuring in the three months ended March 31, 2026.
Net Income
Net income for the three months ended September 30, 2026 and 2025 was $351.0 million and $325.3 million, respectively, representing an increase of 7.9%. The change in net income was driven by the factors described above.
Net income for the nine months ended September 30, 2026 and 2025 was $1,099.0 million and $917.6 million, respectively, representing an increase of 19.8%. The change in net income was driven by the factors described above.
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 millions) 2026 2025 2026 2025
Weighted average shares outstanding:
Basic 72.1 76.5 (5.8 %) 72.7 77.2 (5.8 %)
Diluted 72.3 76.6 (5.6 %) 72.8 77.3 (5.8 %)
Common shares outstanding as of September 30, 2026 were 71.7 million, compared to 73.6 million as of December 31, 2025, representing a decrease of 2.6%. The decrease in weighted average shares and common shares outstanding for the three and nine months ended September 30, 2026 was driven by the impact of share repurchases made pursuant to the Company's stock repurchase program.
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, transaction and earn-out 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, transaction and earn-out 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 millions) 2026 2025 2026 2025
Operating revenues $ 892.0 $ 793.4 $ 2,609.8 $ 2,311.9
Adjusted EBITDA expenses 337.2 299.0 1,011.8 917.5
Adjusted EBITDA $ 554.8 $ 494.4 $ 1,598.0 $ 1,394.4
Operating margin % 56.3 % 56.4 % 55.4 % 54.1 %
Adjusted EBITDA margin % 62.2 % 62.3 % 61.2 % 60.3 %
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 millions) 2026 2025 2026 2025
Net income $ 351.0 $ 325.3 $ 1,099.0 $ 917.6
Provision for income taxes 76.9 71.2 135.4 187.8
Other expense (income), net 74.2 51.1 212.1 144.5
Operating income 502.1 447.6 1,446.5 1,249.9
Amortization of intangible assets 45.2 41.0 130.9 128.6
Depreciation and amortization of property, equipment and leasehold improvements
6.5 5.8 18.6 15.9
Acquisition-related integration and transaction costs1
1.0 - 2.0 -
Consolidated Adjusted EBITDA $ 554.8 $ 494.4 $ 1,598.0 $ 1,394.4
Index Adjusted EBITDA 412.4 350.2 1,185.4 992.0
Analytics Adjusted EBITDA 85.7 90.1 256.5 258.7
Sustainability and Climate Adjusted EBITDA 38.2 34.7 106.8 90.2
All Other - Private Assets Adjusted EBITDA 18.5 19.4 49.3 53.5
Consolidated Adjusted EBITDA $ 554.8 $ 494.4 $ 1,598.0 $ 1,394.4
___________________________
1Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.
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 millions) 2026 2025 2026 2025
Total operating expenses $ 389.9 $ 345.8 $ 1,163.3 $ 1,062.0
Amortization of intangible assets 45.2 41.0 130.9 128.6
Depreciation and amortization of property, equipment and leasehold improvements
6.5 5.8 18.6 15.9
Acquisition-related integration and transaction costs1
1.0 - 2.0 -
Consolidated Adjusted EBITDA expenses $ 337.2 $ 299.0 $ 1,011.8 $ 917.5
Index Adjusted EBITDA expenses $ 120.2 $ 100.9 $ 354.5 $ 315.7
Analytics Adjusted EBITDA expenses 105.3 92.1 313.9 273.4
Sustainability and Climate Adjusted EBITDA expenses
55.5 55.4 170.7 173.4
All Other - Private Assets Adjusted EBITDA expenses
56.2 50.6 172.7 155.0
Consolidated Adjusted EBITDA expenses $ 337.2 $ 299.0 $ 1,011.8 $ 917.5
___________________________
1Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.
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 millions) 2026 2025 2026 2025
Operating revenues:
Recurring subscriptions $ 269.5 $ 242.5 11.1% $ 786.7 $ 711.5 10.6 %
Asset-based fees 246.6 197.5 24.9% 704.2 559.0 26.0 %
Non-recurring 16.5 11.1 48.6% 49.0 37.2 31.7 %
Operating revenues total 532.6 451.1 18.1% 1,539.9 1,307.7 17.8 %
Adjusted EBITDA expenses 120.2 100.9 19.1% 354.5 315.7 12.3 %
Adjusted EBITDA $ 412.4 $ 350.2 17.8% $ 1,185.4 $ 992.0 19.5 %
Adjusted EBITDA margin % 77.4 % 77.6 % 77.0 % 75.9 %
Index operating revenues increased 18.1% for the three months ended September 30, 2026, driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index operating revenues would have increased 18.0%.
Operating revenues from recurring subscriptions increased 11.1% for the three months ended September 30, 2026, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 24.9% for the three months ended September 30, 2026, 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 and non-ETF indexed funds linked to MSCI indexes increased by 28.2% and 20.7%, respectively, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
Index operating revenues increased 17.8% for the nine months ended September 30, 2026, primarily driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index operating revenues would have increased 17.7%.
Operating revenues from recurring subscriptions increased 10.6% for the nine months ended September 30, 2026, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 26.0% for the nine months ended September 30, 2026, 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 and non-ETF indexed funds linked to MSCI indexes increased by 32.3% and 15.0%, respectively, 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:
Three Months Ended
2025 2026
(in billions)
March
31,
June
30,
September
30,
December
31,
March
31,
June
30,
September 30,
AUM in ETFs linked to MSCI equity indexes1,2
$ 1,783 $ 2,025 $ 2,211 $ 2,341 $ 2,403 $ 2,818 $ 2,905
Sequential Change in Value
Market Appreciation/(Depreciation) $ 16 $ 193 $ 140 $ 63 $ (41) $ 376 $ 11
Cash Inflows 42 49 46 67 103 39 76
Total Change $ 58 $ 242 $ 186 $ 130 $ 62 $ 415 $ 87
The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
2025 2026
(in billions) March June September December March June September
AUM in ETFs linked to MSCI equity indexes1,2
Quarterly average $ 1,794 $ 1,869 $ 2,108 $ 2,274 $ 2,471 $ 2,706 $ 2,878
Year-to-date average $ 1,794 $ 1,831 $ 1,924 $ 2,011 $ 2,471 $ 2,588 $ 2,685
___________________________
1The 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 https://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.
2The 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, 2026, was up $769 billion, or 36.5%. For the nine months ended September 30, 2026, the average value of AUM in ETFs linked to MSCI equity indexes was up $761 billion, or 39.6%.
Index segment Adjusted EBITDA expenses increased 19.1% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects. The increase was also driven by increases in non-compensation expenses as a result of higher professional fees and information technology costs. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 17.7%.
Index segment Adjusted EBITDA expenses increased 12.3% for the nine months ended September 30, 2026, driven by increases in non-compensation expenses primarily as a result of higher professional fees and information technology costs. The increase was also driven by increases in compensation and benefits costs, primarily from incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 9.6%.
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 millions) 2026 2025 2026 2025
Operating revenues:
Recurring subscriptions $ 188.1 $ 178.3 5.5 % $ 557.2 $ 517.8 7.6 %
Non-recurring 2.9 3.9 (25.6 %) 13.2 14.3 (7.7 %)
Operating revenues total 191.0 182.2 4.8 % 570.4 532.1 7.2 %
Adjusted EBITDA expenses 105.3 92.1 14.3 % 313.9 273.4 14.8 %
Adjusted EBITDA $ 85.7 $ 90.1 (4.9 %) $ 256.5 $ 258.7 (0.9 %)
Adjusted EBITDA margin % 44.9 % 49.4 % 45.0 % 48.6 %
Analytics operating revenues increased 4.8% for the three months ended September 30, 2026, 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 5.2%.
Analytics segment Adjusted EBITDA expenses increased 14.3% for the three months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs and market data costs. The increase was also driven by increases in compensation and benefits costs, primarily from incentive compensation. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 14.5%.
Analytics operating revenues increased 7.2% for the nine months ended September 30, 2026, 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 7.5%.
Analytics segment Adjusted EBITDA expenses increased 14.8% for the nine months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition. The increase was also driven by increases in compensation and benefits costs, primarily as a result of incentive compensation. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 13.9%.
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 millions) 2026 2025 2026 2025
Operating revenues:
Recurring subscriptions $ 92.2 $ 88.7 3.9 % $ 273.6 $ 258.4 5.9 %
Non-recurring 1.5 1.4 7.1 % 3.9 5.2 (25.0 %)
Operating revenues total 93.7 90.1 4.0 % 277.5 263.6 5.3 %
Adjusted EBITDA expenses 55.5 55.4 0.2 % 170.7 173.4 (1.6 %)
Adjusted EBITDA $ 38.2 $ 34.7 10.1 % $ 106.8 $ 90.2 18.4 %
Adjusted EBITDA margin % 40.8 % 38.6 % 38.5 % 34.3 %
Sustainability and Climate operating revenues increased 4.0% for the three months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to Ratings and Climate products. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 2.2%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 0.2% for the three months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs, professional fees, and market data costs, partially offset by increases in capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 4.2%.
Sustainability and Climate operating revenues increased 5.3% for the nine months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to Ratings products. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 3.0%.
Sustainability and Climate segment Adjusted EBITDA expenses decreased 1.6% for the nine months ended September 30, 2026, primarily driven by increased capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 3.7%.
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 millions) 2026 2025 2026 2025
Operating revenues:
Recurring subscriptions $ 73.8 $ 69.6 6.0 % $ 219.7 $ 206.7 6.3 %
Non-recurring 0.9 0.4 125.0 % 2.3 1.8 27.8 %
Operating revenues total 74.7 70.0 6.7 % 222.0 208.5 6.5 %
Adjusted EBITDA expenses 56.2 50.6 11.1 % 172.7 155.0 11.4 %
Adjusted EBITDA $ 18.5 $ 19.4 (4.6 %) $ 49.3 $ 53.5 (7.9 %)
Adjusted EBITDA margin % 24.8 % 27.6 % 22.2 % 25.7 %
All Other - Private Assets operating revenues increased 6.7% for the three months ended September 30, 2026, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Manager and Private Capital Portfolio Management products, as well as growth from recurring subscriptions in Real Assets related to Index Intel and RCA products. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other - Private Assets operating revenues would have increased 6.7%.
All Other - Private Assets Adjusted EBITDA expenses increased 11.1% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation and salaries. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 9.5%.
All Other - Private Assets operating revenues increased 6.5% for the nine months ended September 30, 2026, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Manager and Private Capital Portfolio Management products. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other - Private Assets operating revenues would have increased 5.5%.
All Other - Private Assets Adjusted EBITDA expenses increased 11.4% for the nine months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation and salaries. The increase was also driven by increases in non-compensation expenses as a result of higher professional fees. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have increased 8.5%.
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 millions) September 30,
2026 		September 30,
2025 		Run Rate Growth % Organic Run Rate Growth %
Index:
Recurring subscriptions $ 1,107.1 $ 988.2 12.0 % 11.7 %
Asset-based fees 975.6 799.7 22.0 % 21.9 %
Index total 2,082.7 1,787.9 16.5 % 16.3 %
Analytics 793.5 742.4 6.9 % 7.5 %
Sustainability and Climate 384.8 370.8 3.8 % 2.4 %
All Other - Private Assets 310.9 285.4 8.9 % 9.2 %
Total Run Rate $ 3,571.9 $ 3,186.5 12.1 % 12.0 %
Recurring subscriptions total $ 2,596.3 $ 2,386.8 8.8 % 8.7 %
Asset-based fees 975.6 799.7 22.0 % 21.9 %
Total Run Rate $ 3,571.9 $ 3,186.5 12.1 % 12.0 %
Total Run Rate increased 12.1%, driven by an 8.8% increase from recurring subscriptions and a 22.0% increase from asset-based fees.
Run Rate from Index asset-based fees increased 22.0%, 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 Index recurring subscriptions increased 12.0%, primarily driven by growth from market cap-weighted and custom Index products. The increase reflects growth across all client segments, primarily driven by growth from the asset managers, banking & brokerages and hedge funds client segments. The increase reflects growth across all regions.
Run Rate from Analytics products increased 6.9%, primarily driven by growth in both Equity Analytics and Multi-Asset Class products, and reflected growth across all regions. The increase primarily reflected growth in the hedge funds, asset owners and asset managers client segments.
Run Rate from Sustainability and Climate products increased 3.8%, driven by growth in Climate products with contributions primarily from Americas and EMEA, partially offset by cancellations.
Run Rate from All Other - Private Assets increased 8.9%, primarily driven by Private Capital Solutions related to Total Plan Manager, Private Capital Transparency Data and Private Capital Intel products. The increase reflected growth across all regions and was primarily driven by the asset owners and asset managers 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 millions) September 30,
2026 		September 30,
2025 		September 30,
2026 		September 30,
2025
Index
New recurring subscription sales $ 34.7 $ 29.4 $ 101.9 $ 81.1
Subscription cancellations (7.3) (9.9) (21.6) (27.4)
Net new recurring subscription sales $ 27.4 $ 19.5 $ 80.3 $ 53.7
Non-recurring sales $ 14.3 $ 12.6 $ 45.9 $ 42.5
Total gross sales $ 49.0 $ 42.0 $ 147.8 $ 123.6
Total Index net sales $ 41.7 $ 32.1 $ 126.2 $ 96.2
Analytics
New recurring subscription sales $ 30.5 $ 21.9 $ 69.7 $ 60.9
Subscription cancellations (10.7) (9.8) (30.5) (28.7)
Net new recurring subscription sales $ 19.8 $ 12.1 $ 39.2 $ 32.2
Non-recurring sales $ 5.9 $ 3.5 $ 11.6 $ 11.5
Total gross sales $ 36.4 $ 25.4 $ 81.3 $ 72.4
Total Analytics net sales $ 25.7 $ 15.6 $ 50.8 $ 43.7
Sustainability and Climate
New recurring subscription sales $ 7.6 $ 7.5 $ 24.4 $ 25.0
Subscription cancellations (8.7) (5.5) (22.7) (15.5)
Net new recurring subscription sales $ (1.1) $ 2.0 $ 1.7 $ 9.5
Non-recurring sales $ 0.8 $ 0.7 $ 4.0 $ 3.9
Total gross sales $ 8.4 $ 8.2 $ 28.4 $ 28.9
Total Sustainability and Climate net sales $ (0.3) $ 2.7 $ 5.7 $ 13.4
All Other - Private Assets
New recurring subscription sales $ 13.0 $ 9.7 $ 34.0 $ 29.3
Subscription cancellations (4.3) (4.5) (13.3) (16.0)
Net new recurring subscription sales $ 8.7 $ 5.2 $ 20.7 $ 13.3
Non-recurring sales $ 0.6 $ 1.0 $ 1.9 $ 2.8
Total gross sales $ 13.6 $ 10.7 $ 35.9 $ 32.1
Total All Other - Private Assets net sales $ 9.3 $ 6.2 $ 22.6 $ 16.1
Consolidated
New recurring subscription sales $ 85.8 $ 68.5 $ 230.0 $ 196.3
Subscription cancellations (31.0) (29.7) (88.1) (87.6)
Net new recurring subscription sales $ 54.8 $ 38.8 $ 141.9 $ 108.7
Non-recurring sales $ 21.6 $ 17.8 $ 63.4 $ 60.7
Total gross sales $ 107.4 $ 86.3 $ 293.4 $ 257.0
Total net sales $ 76.4 $ 56.6 $ 205.3 $ 169.4
Retention Rate
The following table presents our Retention Rate for the periods indicated:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Index 97.1% 95.8% 97.2% 96.1%
Analytics 94.3% 94.4% 94.6% 94.5%
Sustainability and Climate 91.0% 93.6% 92.2% 94.0%
All Other - Private Assets 94.2% 93.3% 93.9% 92.0%
Total 95.0% 94.7% 95.2% 94.8%
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, 2026, we had an aggregate of $6.0 billion in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of September 30, 2026 an aggregate of $810.0 million 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 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 increased 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. Obligations under the Credit Agreement are unsecured senior obligations of the Company.
Covenants
The indentures governing our Senior Notes (the "Indentures") and the Credit Agreement 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 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, 2026, our Consolidated Leverage Ratio was 2.90:1.00.
Share Repurchases
The following table provides information with respect to repurchases of the Company's common stock made on the open market:
Nine months ended
(in millions, except per share data)
Average
Price
Paid Per
Share 		Total
Number of
Shares
Repurchased
Dollar
Value of
Shares
Repurchased1
September 30, 2026 $ 560 2.0 $ 1,096.5
September 30, 2025 $ 559 2.7 $ 1,512.3
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1The 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 Statements of Shareholders' Equity (Deficit).
As of September 30, 2026, there was $1.0 billion of available authorization remaining under the 2025 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 19, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending December 31, 2026. The fourth quarter 2026 dividend is payable on November 27, 2026 to shareholders of record as of the close of trading on November 13, 2026.
Cash Flows
As of September 30, 2026, the Company had cash and cash equivalents of $261.0 million, compared to $515.3 million, as of December 31, 2025.
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, 2026 and December 31, 2025, $160.3 million and $335.7 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 millions) 2026 2025
Net cash provided by operating activities $ 1,113.7 $ 1,087.3
Net cash (used in) investing activities (298.6) (93.6)
Net cash (used in) provided by financing activities (1,068.7) (1,012.2)
Effect of exchange rate changes (0.7) 9.2
Net increase (decrease) in cash, cash equivalents and restricted cash
$ (254.3) $ (9.3)
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 interest expenses, cash expenses and income taxes paid.
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 cash paid for acquisitions and capitalized software development costs.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by lower net proceeds from borrowings, partially offset by lower share repurchases.
MSCI Inc. published this content on October 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 20, 2026 at 17:55 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]