01—Abstract
Summary
Summary of the 10-K/A filed July 20, 2012. Cited figures are marked; the original filing is the authoritative source.
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,a 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.
02—Key points
Key Highlights
- Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2011, filed July 20, 2012.
- Sole purpose is to re-file Exhibit 10.63, the amended Index License Agreement with BlackRock Institutional Trust Company, N.A., following SEC comments on a confidential treatment request.
- No revisions made to the financial statements; the amendment is to be read with the original Form 10-K filed February 29, 2012.
- Registrant is a large accelerated filer; non-affiliate market value of common stock was approximately $4,461,163,352 as of June 30, 2011.
- 121,457,571 shares of Class A common stock outstanding as of February 23, 2012; no Class B shares outstanding.
- Exhibit index lists index license agreements with BlackRock (formerly Barclays Global Investors) and Morgan Stanley Capital International, and a credit agreement dated June 1, 2010 with Morgan Stanley Senior Funding, Inc. as administrative agent.
- Annual meeting of stockholders scheduled for May 2, 2012, with Part III incorporated by reference from the proxy statement.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2011filed July 20, 2012Financial Statements
FY2011 against FY2010
| Line item | FY2011FY2010 | Change |
|---|---|---|
| Revenue | $900.94M$662.90M | +35.9% |
| SG&A Expenses | $212.97M$190.24M | +11.9% |
| Operating Expenses | $578.94M— | — |
| Operating Income | $322.00M$206.12M | +56.2% |
| Interest Expense | $55.82M$51.34M | +8.7% |
| Net Income | $173.45M$92.17M | +88.2% |
| EPS (Basic) | $1.43$0.82 | +74.4% |
| EPS (Diluted) | $1.41$0.81 | +74.1% |
| Shares Outstanding (Basic) | 120.72M112.07M | +7.7% |
| Shares Outstanding (Diluted) | 122.28M113.36M | +7.9% |
05—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The filing states that its sole purpose is to re-file an amended Exhibit 10.63 in response to SEC comments on a confidential treatment request the company made for certain portions of that exhibit in the original Form 10-K.
Were any financial results changed in this amendment?
No. The filing states that no revisions are being made to the financial statements. Other than the Part IV, Item 15 and Exhibit Index references, the exhibit filing, and the currently dated Section 302 certifications, no other changes were made to the original Form 10-K.
What is Exhibit 10.63?
Exhibit 10.63 is an Amendment to the Index License Agreement for Funds, dated as of July 1, 2011, between MSCI Inc. (formerly Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly Barclays Global Investors, N.A.).
What was the non-affiliate market value of MSCI common stock?
The filing states that the aggregate market value of common stock held by non-affiliates, based on the closing price on the New York Stock Exchange on June 30, 2011, was approximately $4,461,163,352.
Where can investors find the full financial information for fiscal 2011?
The filing states that it should be read in conjunction with the original Form 10-K, which was filed with the SEC on February 29, 2012. This amendment does not include the financial statements or business discussion.
06—Continue