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MSCI · Msci

21 filings

10-K

MSCI 10-K Annual Reports

Msci - 21 annual reports

Filing record · 2016–202610-K1110-Q338-K133

2025
Msci Annual Report, Year Ended Dec 31, 2025
MSCI Inc. reported full-year 2025 operating revenues of $3.13 billion, up 9.7% from $2.86 billion in 2024, with net income of $1.20 billion, up 8.4%, and Adjusted EBITDA of $1.91 billion, up 11.1%, at a 60.8% Adjusted EBITDA margin. Growth was led by the Index segment, where operating revenues rose 11.9% to $1.79 billion, driven by asset-based fees up 17.2% tied to ETFs and indexed funds linked to MSCI equity indexes. Total Run Rate reached $3.30 billion, up 13.0%, and the Retention Rate for the full year was 94.4%. Analytics and Sustainability and Climate grew more modestly, with Sustainability and Climate Run Rate up 10.0% but net new recurring subscription sales down 47.9% for the year. Balance sheet and capital return activity were significant. Long-term debt rose to $6.20 billion from $4.51 billion, reflecting the August 2025 issuance of $1.25 billion of 5.25% notes due 2035 and the November 2025 issuance of $500 million of 5.15% notes due 2036, and total shareholders' deficit was $(2.65) billion. The company repurchased $2.48 billion of stock in 2025 (per the cash flow statement) and paid $556.5 million in dividends, with about $2.0 billion of repurchase authorization remaining as of February 5, 2026. Management reported a Consolidated Leverage Ratio of 2.97 against a 4.25x covenant maximum. The filing highlights concentration and structural risks. BlackRock accounted for 10.8% of consolidated operating revenues and 18.7% of Index segment revenues. The filing also notes regulatory developments, including the EU ESG rating regulation effective July 2026, and that Pete Pettit steps down as President and Board member on March 1, 2026. The auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the financial statements and on internal control over financial reporting as of December 31, 2025.
Feb 6, 2026
2024
Msci Annual Report, Year Ended Dec 31, 2024
MSCI Inc. reported full-year 2024 operating revenues of $2.86 billion, up 12.9% from $2.53 billion in 2023, with net income of $1.11 billion, down 3.4% from $1.15 billion. Adjusted EBITDA rose 12.7% to $1.72 billion, with an Adjusted EBITDA margin of 60.1% versus 60.2% in 2023. Growth was led by asset-based fees, which rose 17.9% to $657.5 million on higher AUM in ETFs linked to MSCI equity indexes, and recurring subscriptions, which rose 13.0% to $2.11 billion. Total Run Rate reached $2.92 billion, up 8.8%, and the Retention Rate for the full year was 93.7%. The company's results were also shaped by acquisitions, including Burgiss (acquired October 2023 for $696.8 million in cash for the remaining 66.4% interest), Trove, Fabric and Foxberry. Operating expenses rose 16.0%, driven by compensation growth tied to headcount, and amortization of intangible assets rose 43.4%. Other expense, net increased to $172.4 million from $15.5 million, largely because 2023 included a $143.0 million non-taxable remeasurement gain on Burgiss. Cash from operations was $1.50 billion, and the company returned capital through $885.3 million of share repurchases and $509.1 million of dividends paid during 2024. Borrowings rose to $4.51 billion of long-term debt, including $4.20 billion of senior notes and $336.9 million drawn on the Revolving Credit Facility. The company's Consolidated Leverage Ratio was 2.34:1.00 against a maximum of 4.25:1.00, and its Consolidated Interest Coverage Ratio was 10.16:1.00 against a minimum of 4.00:1.00. The filing also notes concentration risk, with BlackRock accounting for 10.2% of consolidated operating revenues, and risks tied to asset-based fee pressure, regulation of benchmarks and ESG ratings, and AI.
Feb 7, 2025
2023
Msci Annual Report, Year Ended Dec 31, 2023
MSCI Inc. reported operating revenues of $2.53 billion for the year ended December 31, 2023, up 12.5% from $2.25 billion in 2022, with net income of $1.15 billion, up 31.9% from $870.6 million. Adjusted EBITDA rose 14.5% to $1.52 billion, and the Adjusted EBITDA margin was 60.2%. Growth was driven by recurring subscriptions, which increased 12.8% to $1.87 billion, and by asset-based fees, which increased 5.6% to $557.5 million. Non-recurring revenues rose 64.3% to $100.1 million, primarily from fees for unlicensed usage of content in historical periods. The Index segment accounted for 57.4% of revenues, Analytics for 24.4%, ESG and Climate for 11.4%, and All Other – Private Assets for 6.9%. The year was shaped by the October 2, 2023 acquisition of the remaining 66.4% interest in The Burgiss Group for $696.8 million in cash, which produced a non-taxable $143.0 million remeasurement gain on the prior 33.6% stake. MSCI also acquired Trove Research Ltd for approximately $37.9 million in cash on November 1, 2023. Total Run Rate reached $2.69 billion, up 15.8%, and total gross sales were $386.2 million. BlackRock accounted for 9.8% of consolidated operating revenues, down from 10.3% in 2022. Total debt principal was $4.54 billion at year-end, and the company repurchased $504.2 million of stock in cash terms during 2023, with $845.7 million of authorization remaining. The company's cash and cash equivalents fell to $461.7 million from $993.6 million, mainly due to the Burgiss acquisition and share repurchases. On January 26, 2024, MSCI entered into a Second Amended and Restated Credit Agreement providing $1.25 billion of revolving commitments, which was drawn to repay the term loans. The Board declared a quarterly dividend of $1.60 per share on January 29, 2024, a 15.9% increase over the prior quarter's dividend.
Feb 9, 2024
2022
Msci Annual Report, Year Ended Dec 31, 2022
MSCI Inc. reported operating revenues of $2,248,598 thousand for the year ended December 31, 2022, up 10.0% from $2,043,544 thousand in 2021. Net income rose 19.9% to $870,573 thousand, and Adjusted EBITDA increased 11.1% to $1,329,671 thousand, with an Adjusted EBITDA margin of 59.1%. Growth was led by recurring subscriptions, which rose 16.4% to $1,659,523 thousand, while asset-based fees fell 4.7% to $528,127 thousand as AUM in ETFs linked to MSCI equity indexes declined on average. The company's four reportable segments are Index, Analytics, ESG and Climate, and All Other – Private Assets, with the ESG and Climate segment's revenues up 37.4% and the Real Assets/Burgiss segment's up 73.4%, the latter largely due to the RCA acquisition completed in September 2021 for $949.0 million. The company's balance sheet carries $4,200.0 million of Senior Notes and $347.8 million of Tranche A Term Loans as of December 31, 2022, with total shareholders' equity in deficit of $(1,007,925) thousand, reflecting $1,284,825 thousand of share repurchases in 2022 and $373,898 thousand of dividends declared. Cash and cash equivalents fell to $993,564 thousand from $1,421,449 thousand. Management reported a Consolidated Leverage Ratio of 3.08:1.00 against a maximum of 4.25:1.00, and an Interest Coverage Ratio of 8.45:1.00 against a minimum of 4.00:1.00. BlackRock accounted for 10.3% of consolidated operating revenues in 2022, down from 12.7% in 2021. The filing notes risks including dependence on third-party data suppliers, client pressure to reduce asset-based fees, potential cancellations by the largest clients, cyber threats, and evolving ESG and benchmark regulation. The auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the financial statements and on internal control over financial reporting as of December 31, 2022.
Feb 10, 2023
2021
Msci Annual Report, Year Ended Dec 31, 2021
MSCI Inc. reported full-year 2021 operating revenues of $2,043.5 million, up 20.5% from $1,695.4 million in 2020, with recurring subscriptions up 14.3% and asset-based fees up 38.6%. Operating income rose to $1,072.7 million and net income to $726.0 million, or $8.70 diluted EPS, versus $601.8 million and $7.12 a year earlier. Adjusted EBITDA reached $1,196.8 million, a 58.6% margin, and total Run Rate grew 20.3% to $2,203.9 million. Growth was driven by the September 2021 acquisition of Real Capital Analytics (RCA) for $949.0 million in cash, which expanded the All Other – Private Assets segment, and by higher AUM in ETFs linked to MSCI equity indexes, which averaged $422.9 billion (47.7%) higher than in 2020. The company's balance sheet shows total shareholders' deficit of $(163.5) million, with long-term debt of $4,161.4 million against $4,200.0 million of senior unsecured notes outstanding. Cash and equivalents were $1,421.4 million, and the $500.0 million revolver was undrawn at year-end. During 2021 MSCI issued $1,800 million of senior notes, redeemed its 2026 and 2027 notes at a combined loss on extinguishment of about $59.1 million, and returned capital through $198.4 million of share repurchases and $302.4 million of dividends paid. Subsequent to year-end and through February 10, 2022, the company repurchased an additional $634.1 million of shares, leaving $955.1 million of authorization. Concentration remains a key consideration: BlackRock accounted for 12.7% of total revenues in 2021, and 93.6% of the revenue from BlackRock came from fees based on its ETFs that track MSCI indexes. The company also disclosed an effective tax rate of 15.4% for 2021, that the Revolving Credit Facility's leverage ratio was 3.28:1.00 against a 4.25:1.00 maximum, and that 4,303 employees were on the payroll at year-end.
Feb 11, 2022
2020
Msci Annual Report, Year Ended Dec 31, 2020
MSCI Inc. reported full-year 2020 operating revenues of $1,695.4 million, up 8.8% from $1,557.8 million in 2019, with operating income of $884.8 million (operating margin 52.2%) and net income of $601.8 million, or $7.12 per diluted share. Adjusted EBITDA rose 14.2% to $971.5 million, and Adjusted EBITDA margin improved to 57.3% from 54.6%. Growth was led by the Index segment, whose revenues rose 10.4% to $1,016.5 million, and Analytics revenues grew 3.4% to $513.8 million. The All Other segment (ESG and Real Estate) grew 18.0% to $165.1 million, with ESG revenues up 22.8%. Total Run Rate grew 12.1% to $1,832.5 million at December 31, 2020, and recurring subscription Run Rate rose 10.5%. Subscription cancellations increased 26.6% in 2020 to $75.8 million, and the Retention Rate for the year fell to 93.9% from 94.7%. The filing attributes the cancellation increase partly to the COVID-19 pandemic, which it says did not materially affect 2020 results, though it notes continuing uncertainty. On the balance sheet, MSCI had $3,400.0 million of Senior Notes outstanding and a $400.0 million undrawn revolver. Shareholders' equity was a deficit of $443.2 million, reflecting $778.5 million of share repurchases and $247.5 million of dividends declared in 2020. Cash flow from operations was $811.1 million, and the company made a $190.8 million investment in Burgiss, a 40% equity-method stake.
Feb 12, 2021
2019
Msci Annual Report, Year Ended Dec 31, 2019
MSCI Inc. reported full-year 2019 operating revenues of $1,557.8 million, up 8.6% from $1,434.0 million in 2018, with operating income of $755.7 million (operating margin 48.5%) and net income of $563.6 million, or $6.59 per diluted share. Adjusted EBITDA rose 10.1% to $850.5 million, with the Adjusted EBITDA margin improving to 54.6%. The company reported total Run Rate of $1,634.5 million at year-end, up 14.2%, and recurring subscription Run Rate of $1,238.3 million, up 10.6%. Net income was helped by a 6.6% effective tax rate, which reflected $85.7 million of discrete favorable items, and was offset by a $152.4 million other expense, including a $16.8 million loss on extinguishment of debt tied to the partial redemption of the 2024 Senior Notes. The balance sheet shows total shareholders' deficit of $(76.7) million at December 31, 2019, against $3,100.0 million of Senior Notes outstanding and cash of $1,506.6 million. The company issued $1.0 billion of 4.000% 2029 Senior Notes in November 2019, used $500.0 million of proceeds with available cash to redeem part of the 2024 Senior Notes, and had $1,456.1 million of share repurchase authorization remaining. Operating cash flow was $709.5 million. Dividends declared totaled $2.52 per share for 2019, and a quarterly dividend of $0.68 was declared in January 2020. Concentration remains a key risk: BlackRock accounted for 11.5% of 2019 total revenues and 94.5% of its revenue from BlackRock came from fees based on assets in BlackRock's ETFs linked to MSCI indexes. The filing also flags data-supplier, regulatory (including Brexit and EU benchmark rules), and cybersecurity risks. In January 2020, MSCI invested $190.0 million for a non-controlling interest in The Burgiss Group, LLC.
Feb 18, 2020
2018
Msci Annual Report, Year Ended Dec 31, 2018
MSCI Inc. reported record 2018 results, with operating revenues rising 12.5% to $1.43 billion from $1.27 billion in 2017, and net income increasing 67.1% to $507.9 million, or $5.66 per diluted share. Operating income grew 18.5% to $686.9 million, and operating margin expanded to 47.9% from 45.5%. Adjusted EBITDA reached $772.4 million, up 17.1%, with an Adjusted EBITDA margin of 53.9%. Growth was led by the Index segment, where revenues rose 16.2% to $835.5 million, and asset-based fees increased 21.9% to $336.6 million on higher average AUM in ETFs linked to MSCI indexes. Net income was also boosted by gains from the divestitures of InvestorForce and FEA and by a lower effective tax rate of 19.4%, versus 34.9% in 2017. The balance sheet shows increased leverage. Senior Notes outstanding were $2.6 billion, and total shareholders' equity was a deficit of $166.5 million at year-end, down from equity of $401.0 million in 2017, reflecting $949.9 million of share repurchases and $172.3 million of dividends declared. The company repurchased about 6.2 million shares for $925.0 million during 2018, and $808.1 million remained under the 2018 Repurchase Program at year-end. The Consolidated Leverage Ratio was 3.13:1.00 against a covenant maximum of 4.25:1.00. Concentration remains a key consideration. BlackRock accounted for 11.9% of total revenues, and asset-based fees made up 23.5% of revenues. The company also disclosed that its contract with BlackRock has a term ending in March 2020 with auto-renewal for one-year periods unless either party gives notice of termination. The Board declared a quarterly dividend of $0.58 per share payable March 15, 2019.
Feb 22, 2019
2017
Msci Annual Report, Year Ended Dec 31, 2017
MSCI Inc. (MSCI) reported total operating revenues of $1,274.2 million for 2017, up 10.7% from $1,150.7 million in 2016, with operating income rising 18.7% to $579.2 million and net income increasing 16.5% to $304.0 million. Diluted EPS was $3.31 versus $2.70 in 2016. Adjusted EBITDA grew 15.8% to $659.2 million, and the Adjusted EBITDA margin expanded to 51.7% from 49.5%, driven mainly by the Index segment. Index segment revenue rose 17.2% to $719.0 million, led by asset-based fees, which grew 31.3% to $276.1 million on a 39.2% increase in average AUM in ETFs linked to MSCI indexes. The company's concentration in index-linked products is a central theme for investors. Asset-based fees made up 21.7% of 2017 revenues, and BlackRock accounted for 11.5% of total revenues, with 95.3% of BlackRock revenue tied to ETFs based on MSCI indexes. The filing also flags risks from fee compression, client self-sufficiency, EU benchmark regulation, and Tax Reform, which produced a provisional net tax charge of $34.5 million in 2017. Total Run Rate grew 17.4% to $1,365.7 million at December 31, 2017, and the Aggregate Retention Rate for the full year was 93.8%. Balance sheet items include $2.1 billion of Senior Notes, an undrawn $220.0 million revolving credit agreement, and a Consolidated Leverage Ratio of 2.98:1.00. In 2017 the company repurchased about 1.6 million shares for $136.9 million and paid dividends of $1.32 per share on a declared basis, with a quarterly dividend of $0.38 declared on January 30, 2018.
Feb 26, 2018
2016
Msci Annual Report, Year Ended Dec 31, 2016
MSCI Inc. reported full-year 2016 operating revenues of $1,150.7 million, up 7.0% from $1,075.0 million in 2015, with recurring subscriptions of $913.7 million, asset-based fees of $210.2 million and non-recurring revenue of $26.8 million. Operating income rose 20.8% to $488.1 million and net income rose 16.6% to $260.9 million. Adjusted EBITDA increased 18.2% to $569.5 million, with the Adjusted EBITDA margin widening to 49.5% from 44.8%. Index segment revenue grew 9.8% to $613.6 million, Analytics grew 3.4% to $448.4 million, and the All Other segment (ESG and Real Estate) grew 7.4% to $88.8 million. The company's growth is supported by a high share of recurring revenue and by its index business, where asset-based fees depend on AUM in ETFs linked to MSCI indexes. That AUM reached $481.4 billion at December 31, 2016, up 11.1%. The filing also flags concentration risk: BlackRock accounted for 9.4% of operating revenues, and the ten largest clients accounted for 25.7%. The Aggregate Retention Rate was 92.7%, down from 93.4% in 2015. Balance-sheet leverage is a key consideration. Senior Notes outstanding total $2.1 billion, with interest expense of $101.7 million in 2016. The Consolidated Leverage Ratio was 3.50:1.00 against a 4.25:1.00 maximum. The company repurchased about 10.3 million shares for $759.4 million in 2016, and total shareholders' equity fell to $317.6 million from $901.5 million. Quarterly dividends rose to $0.28 per share, and the Board declared the first-quarter 2017 dividend on February 1, 2017.
Feb 24, 2017
2015
Msci Annual Report, Year Ended Dec 31, 2015
MSCI Inc. reported full-year 2015 operating revenues of $1,075.0 million, up 7.9% from $996.7 million in 2014, with recurring subscriptions of $857.5 million, asset-based fees of $198.0 million and non-recurring revenue of $19.5 million. Operating income rose 19.8% to $403.9 million and the operating margin expanded to 37.6% from 33.8%. Adjusted EBITDA increased 17.8% to $481.7 million, with the Adjusted EBITDA margin rising to 44.8% from 41.0%. Net income fell 21.3% to $223.6 million, driven by a $6.4 million loss from discontinued operations tied to the ISS sale, and diluted EPS was $2.03 versus $2.43. Income from continuing operations rose 15.6% to $230.0 million. The company's balance sheet became more leveraged during the year. MSCI issued $800.0 million of 5.75% Senior Notes due 2025 in August 2015, bringing total senior notes to $1.6 billion, and reported long-term debt of $1,579.4 million at year-end versus $788.4 million a year earlier. Shareholders' equity fell to $901.5 million from $1,432.8 million as the company returned capital through repurchases and dividends. The Consolidated Leverage Ratio was 3.08:1.00 against a 3.75:1.00 covenant maximum, and one rating agency downgraded the company's credit rating after the notes offering. The company paid $670.8 million for about 10.7 million shares on the open market and began quarterly dividends of $0.22 per share. The filing reports that assets under management in ETFs linked to MSCI equity indexes reached $433.4 billion at December 31, 2015, up 16.1%, and that asset-based fees made up 18.4% of revenues. Management also highlighted concentration risk: BlackRock accounted for 10.3% of operating revenues, and the ten largest clients accounted for 26.0%. The Aggregate Retention Rate was 93.4% for 2015, compared with 93.0% for 2014.
Feb 26, 2016
2014-A
Msci Annual Report (Amendment), Year Ended Dec 31, 2014
This filing is Amendment No. 1 (Form 10-K/A) to MSCI Inc.'s Annual Report for the fiscal year ended December 31, 2014, signed March 2, 2015. It was filed solely to correct an error on the cover page of the original Form 10-K filed February 27, 2015. The original cover page stated that 127,233,209 shares of common stock were outstanding as of February 20, 2015; the correct figure, shown in this amendment, is 112,375,127 shares. The amendment states that no changes were made to the financial statements. Apart from the cover page correction, it adds currently dated Section 302 certifications from the CEO and CFO and updated XBRL data under Item 15 of Part IV. It should be read together with the Original Form 10-K, and it does not reflect events after that original filing. The filing also reports that the aggregate market value of common stock held by non-affiliates was $5,241,587,917 as of June 30, 2014, based on the NYSE closing price. The company's proxy statement for its April 30, 2015 annual meeting is incorporated by reference into Part III. Because this amendment contains only the cover page correction, certifications, and XBRL data, it does not include the business description, results of operations, or detailed financial discussion.
Mar 2, 2015
2014
Msci Annual Report, Year Ended Dec 31, 2014
MSCI Inc. reported full-year 2014 operating revenues of $996.7 million, up 9.1% from $913.4 million in 2013, driven mainly by index, real estate and ESG subscription revenues and risk management analytics. Operating income declined 0.9% to $337.2 million as the company increased investment under its Enhanced Investment Program, which the filing says has been largely completed; management expects margin expansion to begin in the second half of 2015, excluding non-recurring charges. Operating margin fell to 33.8% from 37.3%. Net income rose 27.7% to $284.1 million, but this included $85.2 million of income from discontinued operations, mainly the gain on the April 2014 sale of Institutional Shareholder Services Inc. (ISS) for $367.4 million. Income from continuing operations was $198.9 million, down 0.5%. The company's Run Rate, a forward-looking measure of next-12-month revenues from current subscriptions and licenses, reached $1,006.7 million at December 31, 2014, up 7.7%. The Aggregate Retention Rate was 93.0%, versus 91.5% in 2013. Assets in ETFs linked to MSCI equity indexes were $373.3 billion at year-end, up 12.1%, and asset-based fees were 17.8% of revenues. Ten largest clients accounted for 25.8% of revenues, and BlackRock alone accounted for 10.6%. Balance-sheet and capital-return activity was significant during the year. The company issued $800.0 million of 5.25% Senior Notes due 2024, entered a $200.0 million revolving credit agreement, and used the proceeds with cash on hand to prepay $794.8 million of term loan debt. It repurchased $409.7 million of treasury shares, and the 2014 Repurchase Program was increased to $850.0 million, with $550.0 million remaining at year-end. The company also initiated a quarterly dividend of $0.18 per share, an annual rate of $0.72, and declared the second quarterly dividend on February 3, 2015.
Feb 27, 2015
2013
Msci Annual Report, Year Ended Dec 31, 2013
MSCI Inc. reported full-year 2013 operating revenues of $1,035.7 million, up 9.0% from $950.1 million in 2012, and operating income of $371.5 million, up 7.1%. Net income rose to $222.6 million from $184.2 million, and diluted EPS was $1.83 versus $1.48. Management noted that operating expenses grew faster than revenue, with 2013 operating expenses up 10.1% to $664.2 million, mainly on higher compensation costs tied to the IPD and InvestorForce acquisitions and staffing growth. Operating margin declined to 35.9% from 36.5%. The key risk for investors is the Governance business, which the company said it engaged Morgan Stanley on October 31, 2013 to explore strategic alternatives for, including a potential divestiture or other separation. The filing states there is no assurance such a process will result in a transaction, and an adverse outcome could lead to impairment charges. Goodwill and intangible assets totaled $2,394.5 million at year-end. Asset-based fees, tied largely to ETFs linked to MSCI indexes, accounted for 14.4% of 2013 revenues, and assets in those ETFs fell 17.3% to $332.9 billion during the year, with net outflows of $103.3 billion. Vanguard's 2013 switch away from MSCI indexes also reduced asset-based fees. Balance sheet and capital returns were solid. Cash and cash equivalents were $358.4 million, and debt under the New Amended and Restated Credit Facility was $810.0 million. The company repurchased shares under ASR programs and, on February 4, 2014, authorized a new $300.0 million repurchase program, with a $100.0 million ASR initiated on February 6, 2014. MSCI paid no dividends, and its Aggregate Retention Rate was 91.3% for 2013.
Feb 28, 2014
2012
Msci Annual Report, Year Ended Dec 31, 2012
MSCI Inc. (MSCI) reported 2012 operating revenues of $950.1 million, up 5.5% from $900.9 million in 2011, with operating income rising 7.7% to $346.9 million and net income of $184.2 million, or $1.48 per diluted share. Growth was led by the Index and ESG segment, where subscription revenues rose 13.7% to $300.6 million, while asset-based fees were roughly flat at $140.9 million. Recurring subscriptions made up $784.3 million, or 82.5%, of revenues. The company describes itself as a leading global provider of investment decision support tools, serving about 7,500 clients in 83 countries, with its Performance and Risk segment generating $827.0 million of revenue and its Governance segment $123.2 million. The filing highlights concentration and competitive risks. The ten largest clients accounted for 25.0% of 2012 revenues, and BlackRock alone for 7.6%. Vanguard's decision to stop using MSCI indices for certain funds beginning in 2013 represents a loss of run rate of approximately $24.8 million at December 31, 2012. Total assets in ETFs linked to MSCI equity indices reached $402.3 billion at year-end, up 33.4% from December 31, 2011. Run Rate, the forward 12-month recurring revenue measure, grew 9.7% to $967.4 million. Balance sheet and capital allocation: at December 31, 2012, MSCI had $858.0 million of indebtedness under its Amended and Restated Credit Facility, $183.3 million of cash and cash equivalents and $70.9 million of short-term investments. The company acquired IPD in November 2012 for $124.8 million, announced a $300.0 million repurchase program with a $100.0 million accelerated share repurchase, and acquired InvestorForce in January 2013 for $23.5 million. The company does not currently intend to pay dividends.
Mar 1, 2013
2011-A
Msci Annual Report (Amendment), Year Ended Dec 31, 2011
This Form 10-K/A (Amendment No. 1) from MSCI Inc. for the fiscal year ended December 31, 2011 was filed on July 20, 2012. Its sole purpose is to re-file Exhibit 10.63, the amended Index License Agreement with BlackRock Institutional Trust Company, N.A. (formerly Barclays Global Investors, N.A.), in response to SEC comments on a confidential treatment request. The filing states that no revisions were made to the financial statements, and that the amendment should be read together with the original Form 10-K filed February 29, 2012. The filing also includes updated Section 302 certifications. The filing itself does not contain the company's financial results, business discussion, or risk factors. It does report that the registrant is a large accelerated filer, that the aggregate market value of common stock held by non-affiliates as of June 30, 2011 was approximately $4,461,163,352, and that 121,457,571 shares of Class A common stock were outstanding as of February 23, 2012. The registrant's principal executive offices are at One Chase Manhattan Plaza in New York, and Henry A. Fernandez signed as Chairman, Chief Executive Officer and President. For investors, the main takeaway is the exhibit index, which lists the company's principal commercial relationships. These include index license agreements with Morgan Stanley Capital International and with Barclays Global Investors (later BlackRock Institutional Trust Company), a credit agreement dated June 1, 2010 with Morgan Stanley Senior Funding as administrative agent, and the 2010 merger agreement with RiskMetrics Group, Inc. and Crossway Inc. The amendment itself does not change any of these arrangements.
Jul 20, 2012
2011
Msci Annual Report, Year Ended Dec 31, 2011
MSCI Inc. reported fiscal 2011 (year ended December 31, 2011) operating revenues of $900.9 million, up 35.9% from $662.9 million for the year ended November 30, 2010, with operating income of $322.0 million (up 56.2%) and net income of $173.5 million, or $1.41 per diluted share. The filing attributes roughly $170.5 million of the revenue growth to acquisitions made during fiscal 2010, notably RiskMetrics (acquired June 1, 2010, for approximately $1,572.4 million), and states that excluding the RiskMetrics and Measurisk acquisitions, operating revenues and operating income increased 13.4% and 26.7%, respectively. Growth was led by the Risk Management Analytics category, which rose 81.1% to $243.6 million, and the Governance business, which contributed $119.6 million. Recurring revenue remains the core of the model: approximately $732.5 million, or 81.3%, of 2011 revenue came from annual recurring subscriptions. Asset-based fees from ETFs linked to MSCI indices were $136.0 million, and the value of those assets was $301.6 billion at December 31, 2011, down 3.0% from November 30, 2010. The Aggregate Retention Rate was 89.8% for 2011, versus 86.8% for 2010. Ten largest clients contributed 25.8% of revenue, and BlackRock accounted for 8.1%. Balance sheet and cash flow: cash and cash equivalents were $252.2 million, and $1,077.8 million of debt was outstanding under the New Credit Facility, as amended. Operating cash flow was $255.0 million, and the company made a $35.0 million prepayment on December 30, 2011. Goodwill and intangible assets totaled $2,353.5 million. The company does not pay dividends. Item 9B discloses an internal investigation and cooperation with SEC and Department of Justice inquiries after a reported allegation that an ISS employee provided client voting data to proxy solicitors.
Feb 29, 2012
2010
Msci Annual Report, Year Ended Nov 30, 2010
MSCI Inc. reported fiscal year 2010 (ended November 30, 2010) operating revenues of $662.9 million, up 49.7% from $442.9 million in fiscal 2009, with operating income of $206.1 million (up 36.5%) and net income of $92.2 million (up 12.7%). Diluted EPS was $0.81 versus $0.80. The growth was driven largely by the June 2010 acquisition of RiskMetrics, a cash-and-stock transaction valued at approximately $1,572.4 million, and the July 2010 acquisition of Measurisk. Excluding the acquisitions, operating revenues and operating income increased 14.3% and 22.5%, respectively, per the filing. Aggregate and Core Retention Rates were 87.2% and 88.1%, up from 83.7% and 84.3% in fiscal 2009. The balance sheet changed substantially. Total assets rose to $3,023.2 million from $1,200.3 million, goodwill and intangibles reached $2,422.9 million, and long-term debt rose to roughly $1.26 billion under a new $1,275.0 million six-year term loan and $100.0 million revolver. Cash and cash equivalents were $226.6 million at year end. The company expects a roughly $56.0 million excess cash flow payment in the first quarter of 2011. Management reported that its leverage and interest coverage ratios were in compliance with its covenants. The filing also announced a change in fiscal year end from November 30 to December 31, effective January 1, 2011. Key risks identified include dependence on ETF-linked asset-based fees, client concentration (the ten largest clients were 27.4% of revenue, and BlackRock alone was 9.9%), data supplier relationships, and the leverage added by the RiskMetrics acquisition.
Jan 31, 2011
2009
Msci Annual Report, Year Ended Nov 30, 2009
MSCI Inc. (formerly Morgan Stanley Capital International Inc.) reported fiscal year 2009 (ended November 30, 2009) operating revenues of $442.9 million, up 2.8% from $431.0 million in fiscal 2008, and operating income of $151.0 million, up 11.2%. Net income rose to $81.8 million from $68.3 million, and diluted EPS was $0.80 versus $0.67. Operating margin improved to 34.1% from 31.5%. Growth was led by equity index subscriptions (up 10.9% to $188.3 million) and a recovery in equity index asset-based fees tied to ETFs, where assets linked to MSCI equity indices rose 96.8% to $234.2 billion at year-end. Revenue from equity portfolio analytics fell 6.9%, reflecting lower new subscriptions and retention rates. Retention remained under pressure from the financial crisis. The Aggregate Retention Rate was 85.2% for fiscal 2009 versus 89.9% in fiscal 2008, and the Core Retention Rate was 86.4% versus 92.1%. Net new recurring subscription sales were only $4.1 million, compared with $45.1 million the prior year. Morgan Stanley fully exited its ownership on May 22, 2009, and MSCI became a stand-alone public company. Barclays PLC was the largest client at 9.9% of operating revenues. The balance sheet shows cash and cash equivalents of $176.0 million, short-term investments of $295.3 million, and $380.5 million outstanding under a $500.0 million credit facility. Management reported internal control over financial reporting as effective, and the company stated it does not intend to pay dividends in the foreseeable future.
Jan 29, 2010
2008
Msci Annual Report, Year Ended Nov 30, 2008
MSCI Inc. reported fiscal 2008 (year ended November 30, 2008) operating revenues of $431.0 million, up 16.5% from $369.9 million in fiscal 2007, driven by growth in equity indices, equity portfolio analytics and multi-asset class analytics. Operating income rose 4.5% to $135.8 million, but operating margin fell to 31.5% from 35.1%, largely due to a $25.6 million founders grant expense and costs of replacing services previously provided by Morgan Stanley. Net income declined 15.8% to $68.3 million, and diluted earnings per share were $0.67 compared with $0.96. The filing highlights a sharp decline in the value of assets in ETFs linked to MSCI equity indices, which fell 37.9% to $119.0 billion as of November 30, 2008, reflecting $99.7 billion of net asset depreciation partially offset by $27.0 billion of net inflows. Asset-based fees were 16.9% of revenues in fiscal 2008 versus 18.6% in fiscal 2007. Management stated that the fourth quarter showed slowing revenue growth and lower retention rates, with the Aggregate Retention Rate at 89.9% for the year versus 91.8% in 2007. Total Run Rate was $407.9 million, up 3.3%, while the asset-based fee Run Rate fell 35.0%. Morgan Stanley remains the controlling shareholder, holding 100.0% of the class B common stock, approximately 65.7% of the combined voting power and approximately 27.7% of the economic interest. The company carries $402.8 million outstanding under its secured Credit Facility and held $268.1 million in cash and cash equivalents at year end. Operating cash flow was $155.1 million, and the company does not intend to pay dividends in the foreseeable future.
Jan 29, 2009
2007
Msci Annual Report, Year Ended Nov 30, 2007
MSCI Inc. (formerly Morgan Stanley Capital International Inc.) reports fiscal 2007 (year ended November 30, 2007) results as a provider of investment decision support tools, including equity indices under the MSCI brand and equity portfolio analytics under the Barra brand. Operating revenues rose 19.1% to $369.9 million, driven by equity indices (up 27.6% to $200.0 million), with net income of $81.1 million ($0.96 per diluted share). Operating income increased to $129.3 million from $83.3 million. The company had over 2,900 clients in 66 countries, a 92% aggregate Retention Rate, and Barclays accounted for 12.6% of revenues. The company completed its initial public offering of 16.1 million class A shares in November 2007, with net proceeds of $265.0 million. Prior to the IPO, it paid a $973.0 million dividend ($325.0 million in cash and $648.0 million in demand notes) to its parent and shareholders. It also entered a $500.0 million senior secured Credit Facility, of which $425.0 million was outstanding as of November 30, 2007, leaving total indebtedness at $425.0 million against cash and related-party cash of $171.4 million. Total shareholders' equity fell to $200.0 million from $825.7 million a year earlier. Morgan Stanley owns approximately 96.6% of the class B common stock, which represents about 93.02% of the combined voting power, making MSCI a controlled company. The company does not intend to pay dividends in the foreseeable future, and it is transitioning to standalone operations with service agreements from Morgan Stanley for up to 12 months after Morgan Stanley's ownership falls below 50%. Investors should weigh its high leverage, dependence on Morgan Stanley, and asset-based fee concentration in ETF licensing, particularly the Barclays relationship.
Feb 28, 2008