Item 2.02 Results of Operations and Financial Condition.
MSCI Inc. ("MSCI" or the "Company") is furnishing this Current Report on Form
8-K (the "Report") to recast certain previously reported amounts to conform with
the change in reportable segments, effective January 1, 2021, and as previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2020 that was previously filed with the Securities and Exchange
Commission by MSCI on February 12, 2021 (the "2020 Form 10-K").
MSCI has five operating segments: Index, Analytics, ESG, Real Estate and The
Burgiss Group, LLC ("Burgiss"). Prior to January 1, 2021, the Index and
Analytics operating segments were presented separately as individual reportable
segments and the ESG, Real Estate and Burgiss operating segments were combined
and presented under the All Other reportable segment since, individually, they
did not meet the threshold for a separate reportable segment.
Beginning with the three-month period ending March 31, 2021, MSCI will present
the ESG operating segment as a separate reportable segment. It will also be
renamed ESG and Climate. This change reflects the increased focus of the Chief
Operating Decision Makers on this segment and its growing significance to MSCI.
Management believes this presentation will provide additional transparency
around the drivers of growth and investments being made with respect to MSCI's
ESG and Climate and private assets offerings. The Real Estate and Burgiss
operating segments, which continue to not meet the thresholds for separate
reportable segments, will be combined and presented under the All Other -
Private Assets reportable segment. Burgiss is an equity-method investment,
therefore, the All Other - Private Assets reportable segment does not include
the Company's proportionate share of operating revenues and Adjusted EBITDA
related to Burgiss. This change does not impact the Index and Analytics
The Company is furnishing this Form 8-K to provide investors with historical
segment information that is consistent with the change in reportable segments.
The schedules in Exhibit 99.1 provide unaudited segment information and segment
measures on the basis of the new reportable segments for the previously reported
years ended December 31, 2020, 2019 and 2018 and the three-month periods ended
March 31, 2020, June 30, 2020 and September 30, 2020. The recast financial
information contained in Exhibit 99.1 does not represent a restatement or
reissuance of previously issued financial statements.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
Exhibit 99.1 Supplemental Historical Segment Financial Information of MSCI
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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