MSCI (MSCI) 10-K risk factor changes: FY2015 vs FY2014
The 2015-12-31 10-K against the 2014-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A154 rewritten72 added41 removed410 unchanged
All filing items1,122 rewritten1,342 added745 removed2,230 unchanged
Summary
counted, not written
- Item 1A lists 46 risk factor headings: 2 new, 10 reworded and 34 unchanged since FY2014. 1 heading from FY2014 no longer appears.
- Sentence by sentence, 1,342 added, 745 removed, 1,122 rewritten and 2,230 unchanged across 17 items that differ.
New Item 1A headings (2)
- _A change in our credit ratings could materially adversely affect our financial condition._
- _Our business performance might not be sufficient for us to meet the full-year financial guidance or long-term targets that we provide publicly._
Removed Item 1A headings (1)
- _The obligations associated with being a public company require significant resources and management attention._
Reworded Item 1A headings (10)
- _To remain competitive and generate customer demand, we must successfully develop new products and [added: product enhancements and] effectively manage
[removed: transitions.][added: transitions and product integrations.] Failure to do so could limit our ability to maintain or grow current revenues, which could have a material adverse effect on our business, financial condition or results of operations._ - _We are dependent on key personnel in our professional staff for their expertise. If we fail to attract or retain the necessary qualified personnel, [added: including through] our [added: compensation programs, our] business, financial condition or results of operations could be materially adversely affected._
- _Our
[removed: growth][added: expansion] may place significant strain on our management and other resources._ - _Third parties may claim we infringe upon their intellectual property rights. Such claims would likely be costly to defend, could require us to pay damages or limit our future use of certain technologies, which could have a material adverse effect on our business, financial
[removed: conditions][added: condition] or results of operations._ - _Our business is dependent on our clients’ continued investment in equity securities as well as the measurement of the performance of our clients’ equity investments against equity benchmarks. If investment in equity markets declines, if our clients significantly reduce their investments in equity securities, or if they discontinue the use of equity benchmarks to measure performance, our business, financial condition or results of operations
[removed: may][added: could] be materially adversely affected._ - _Our financial condition and results of operations may be negatively impacted to the extent that our [added: current and potential future] clients are affected by adverse changes in the financial markets._
- _Our revenues, expenses, assets and liabilities are subject to foreign currency exchange [added: rate] fluctuation risk._
[removed: _We may be able to][added: _If we] incur substantial additional[removed: indebtedness. This could further exacerbate][added: indebtedness,] the risks described[removed: above._][added: above could be further exacerbated._]- _Increased costs of financing, a reduction in the availability of short-term and long-term funding and access to capital, fluctuations in the levels of interest rates and
[removed: inflation or a downgrade of our credit rating,][added: inflation,] could materially adversely affect our liquidity, operating expenses[removed: and results._][added: or results of operations._] - _In connection with our
[removed: IPO][added: initial public offering] and separation from Morgan Stanley, we entered into agreements with Morgan Stanley where we agreed to indemnify Morgan Stanley for, among other things, certain past, present and future liabilities related to our business._
A heading is new when no FY2014 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2015; struck-through words were in FY2014. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
154 rewritten, 72 added, 41 removed, 410 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
If any of the following risks actually occurs, our business, financial condition or results of operations [removed: would likely suffer.][added: could be materially and adversely affected.]
Our [removed: index, real estate, ESG] [added: Index, Analytics, Real Estate,] and [removed: analytics] [added: ESG] products are dependent upon [removed: (and] [added: and] of little value [removed: without)] [added: without] updates from our data [removed: suppliers and most of our software products are dependent upon (and of little value without) continuing access to historical and current data.][added: suppliers.]
As of December 31, [removed: 2014,] [added: 2015,] there were over 200 such data suppliers.
[removed: If we are unable to negotiate acceptable licensing arrangements with these data suppliers or find alternative] sources of equivalent content, we may be required to reduce our profit margins or experience a reduction in our market share.
A portion of our revenues are from asset-based fees and these revenue streams are concentrated in some of our largest clients, including BlackRock, Inc. and its affiliates (“BlackRock”), and in our largest market, the [removed: United States.][added: U.S. Our clients, including our largest clients, may seek to negotiate a lower asset-based fee percentage for a variety of reasons.]
Clients that use our indexes as the basis for certain index-linked investment products, such as ETFs and mutual funds, commonly pay us a fee based on the [added: value of the] investment product’s assets.
The value of an investment product’s assets may increase or decrease in response to changes in market performance and [added: cash] inflows and outflows, which could impact our revenues.
They accounted for [removed: 17.8%] [added: 18.4%] and [removed: 16.4%] [added: 17.8%] of revenues for the fiscal years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.
These asset-based fees accounted for [removed: 47.6%] [added: 48.3%] and [removed: 43.6%] [added: 47.6%] of the revenues from our ten largest clients for the fiscal years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.
Accordingly, the value of assets [removed: in] [added: linked to] ETFs can fluctuate significantly over short periods of time.
If disruptions, failures or slowdowns occur with respect to our electronic delivery systems, the Internet or our information technology platform, our reputation and our ability to distribute our products effectively and to serve our clients, including those clients for whom we provide managed [removed: services,] [added: services or to whom we distribute index and constituent data on a real time basis that is used to manage funds that replicate MSCI indexes,] may be materially adversely affected.
Accordingly, any significant failures, disruptions or instability affecting our information technology platform, electronic delivery systems or the Internet may have a material adverse effect on our financial condition or results of [removed: operations.][added: operations and our insurance may not be adequate to compensate us for all losses, failures, or breaches.]
We rely on a complex system of internal processes and software controls along with policies, procedures and training to protect client [removed: data,] [added: data that we receive in the ordinary course of business, including sensitive and confidential client data] such as [added: material non-public information and] client portfolio data that may be provided to us or hosted on our systems, against unauthorized data access or disclosure.
If a failure of our internal controls, policies or procedures results in a security or data privacy breach, we could also incur increased operating expenses to remediate the problems caused by the breach and prevent future breaches, which could have a material adverse effect on our [added: business,] financial condition or results of operations.
Low barriers to entry could lead to the emergence of new competitors; for example, [added: more] broker-dealers and data suppliers could begin developing their own proprietary risk analytics or indexes.
See [removed: “—_Changes] [added: “_—Changes] in government regulations, including [added: the] implementation of new or pending financial regulations, could materially adversely affect our business, financial condition or results of operations_—_Potential and Proposed Regulation Affecting Benchmarks_” [removed: below.][added: above.]
Financial and budgetary pressures affecting our clients, including those resulting from weak or volatile economic conditions, may lead certain clients to reduce their overall spending on our products, including by seeking products at a lower cost than what we are able to provide, by consolidating their spending with fewer [added: providers or by self-sourcing certain of their informational needs.]
See “—_Our clients that pay us a fee based on [added: the] assets of an investment product may seek to negotiate a lower asset-based fee percentage or may cease using our indexes, which could limit the growth of or decrease our revenues from asset-based fees_” above and Part I, Item 1.
_To remain competitive and generate customer demand, we must successfully develop new products and [added: product enhancements and] effectively manage [removed: transitions.][added: transitions and product integrations.]
Due to the highly volatile and competitive nature of this industry and the impact of technological change on our products, we must continually introduce new products and services, enhance, including through [removed: integration,] [added: integration of products within MSCI and with third-party platforms,] existing products and services, and effectively generate customer demand for new and upgraded products and services.
If, among other things, we fail to accurately predict or respond or adapt to evolving technologies and changing industry standards, if we fail to anticipate and meet the needs of our clients through the successful development of new products and services, if our new products and services are not attractive to our [removed: clients,] [added: clients or cannot be integrated with third-party platforms,] if our new products do not perform as well as anticipated, if the launch of new products and offering of new services is not timely, or if competitors in any business line introduce products, services, systems and processes that are more competitive than ours or that gain greater market acceptance, we could lose market share and clients to our competitors which could materially adversely affect our business, financial condition [removed: and] [added: or] results of operations.
From time to time, we also incur costs to integrate existing products and platforms and transition clients to enhanced products and services, which also [removed: presents] [added: present] execution risks and challenges.
If we are unable to effectively manage transitions to new or enhanced products and services, our business, financial condition [removed: and] [added: or] results of operations could be materially adversely affected.
[removed: Also see] [added: See] “—_If our products contain undetected errors or fail to perform properly due to defects, malfunctions or similar problems, it could have a material adverse effect on our business, financial condition or results of operations_” below.
For the fiscal years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] revenues from our ten largest clients accounted for [removed: 25.8%] [added: 26.0%] and [removed: 25.1%] [added: 25.8%] of our total revenues, respectively.
For the fiscal year ended December 31, [removed: 2014,] [added: 2015,] our largest client organization by revenue, BlackRock, accounted for [removed: 10.6%] [added: 10.3%] of our total revenues.
For the fiscal years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013, 92.1%] [added: 2014, 93.0%] and [removed: 89.1%,] [added: 92.1%,] respectively, of the revenue from BlackRock came from fees based on the assets in BlackRock’s ETFs that are based on our indexes.
If one or more of our largest clients cancels or reduces its subscriptions or investment product licenses and we are unsuccessful in replacing those subscriptions or licenses, our business, financial condition or results of [removed: operation] [added: operations] could be materially adversely affected.
See “—_To remain competitive and generate customer demand, we must successfully develop new products and [added: product enhancements and] effectively manage [removed: transitions_.][added: transitions and product integrations_.]
_Failure to do so could limit our ability to maintain [removed: our] [added: or grow] current revenues, which could have a material adverse effect on our business, financial condition or results of operations_” above.
If we fail to attract or retain the necessary qualified personnel, [added: including through] our [added: compensation programs, our] business, financial condition or results of operations could be materially adversely affected._
The development, maintenance and support of our products [removed: is] [added: and services are] dependent upon the knowledge, experience and ability of our highly skilled, educated and trained employees.
Accordingly, [added: we believe that] the success of our business depends to a significant extent upon the continued service of our executive officers and other key management, research, sales and marketing, operations, information technology and other technical personnel.
If [removed: the compensation plans that we currently have in place, including] our cash and equity incentive plans, [added: including our new cash bonus plan and long-term equity incentive compensation program,] do not adequately engage our key employees or are not competitive, we may lose key personnel.
If we fail to attract, engage and retain the necessary qualified personnel, the quality of our products [added: and services] as well as our ability to support and retain our customers and achieve business objectives may suffer, which could have a material adverse effect on our business, financial condition or results of operations.
_Our [removed: growth] [added: expansion] may place significant strain on our management and other resources._
We must plan and manage our [removed: growth] [added: expansion] effectively to increase revenue and profitability.
Our [removed: growth,] [added: expansion in recent years,] including in emerging market locations, has placed, and is expected to continue to place, significant demands on our personnel, management and other resources.
We must continue to improve our operational, financial, management, legal and compliance processes and information systems to keep pace with the [removed: growth] [added: expansion] of our business.
There can also be no assurance that, if we continue to [removed: grow] [added: expand] organically or by way of acquisitions, [added: our] management will be effective in attracting, [removed: training] [added: engaging] and retaining additional qualified personnel, including additional managers or key employees, developing effective leadership in all of our locations, expanding our physical facilities and information technology infrastructure, integrating acquired businesses or otherwise managing [removed: growth.][added: expansion.]
Similarly, most of our software products are dependent upon and of little value without continuing access to historical and current data.
If we are unable to negotiate acceptable licensing arrangements with these data suppliers or find alternative
See “—_Our financial condition and results of operations may be negatively impacted to the extent that our current and potential future clients are affected by adverse changes in the financial markets_” below.
Recent developments including advances in public cloud computing and the increase in open source as well as proprietary software in specific areas, such as pricing, high volume computing, orchestration layers for services, and visualization, have increasingly allowed free or relatively inexpensive access to information sources, which has reduced barriers to entry even further.
See “—_Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and materially adversely affect our business, financial condition or results of operations_” below.
During 2015 and 2016, our Board of Directors adopted significant changes to the Company’s compensation approach and philosophy, including the implementation of a more formulaic approach to the payment of annual cash incentive compensation based on the achievement of certain financial metrics and long-term equity incentive compensation based on the achievement of share-based performance targets for certain awards to executive officers and managing directors.
If we fail to attract necessary qualified personnel, including through our compensation programs, our business, financial condition or results of operations could be materially adversely affected_” above, Part II, Item 7.
Additionally, we may be required to comply with multiple and potentially conflicting laws, rules or regulations in various jurisdictions, which could, individually or in the aggregate, result in materially higher compliance costs to us.
Likewise, to the extent that our clients become bound by certain laws, rules or regulations, we may incur higher costs in connection with modifying our products or processes at their request even in instances where we are not directly legally bound.
| | • | | _Dodd-Frank Act and Other Financial Regulations_. As a result of the global financial crisis, the U.S. Congress undertook major financial reform which led to the enactment on July 21, 2010 of the Dodd-Frank Act. The Dodd-Frank Act could have a significant impact on many aspects of the way in |
In some instances, in connection with the provision of data and services, we have incurred additional costs to implement processes and systems at the request of our clients to ensure that the products and services that they in turn provide to their clients using our data are compliant with the financial regulations to which our clients may be subject.
To the extent that our clients are subject to increased regulation, we may be indirectly impacted and could incur increased costs that could have a negative impact on the profitability of certain products.
Agreement in principle has been reached among the European Commission, Parliament and Council, and we expect that the regulation when it becomes effective and when our compliance is required (expected in 2019), will, among other things, mandate that, where the
A growing number of asset managers and investment banks, in
partnership with index providers that offer calculation agent services, or acting together with an industry group or association, have created or may create their own range of proprietary indexes, which they use to manage funds or as the basis of ETFs, structured products or OTC derivatives.
| | confidential or proprietary information. We have investigated suspicions that former employees have used or disclosed our confidential or proprietary information, but we may not be able to determine with certainty whether misappropriation has occurred. |
| --- | --- |
Likewise, we cannot be certain that we are aware or in the future will be aware of every instance in which this sort of behavior may occur.
The use of open source code may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code.
Further, some open source licenses provide that if we combine our proprietary software with open source software in a certain manner, we could be required to release the source code of our proprietary software to the public.
This would allow our competitors to create similar products with less development effort and time and ultimately put us at a competitive disadvantage.
Additionally, any undetected errors, defects, malfunctions or similar problems in our products or methodologies could lead to significant failures, disruptions or slowdowns with respect to our product delivery to clients.
See “—_Our revenues attributable to asset-based fees may be affected by changes in the capital markets, particularly the equity capital markets.
A decrease in our revenues attributable to these products could have a material adverse effect on our business, financial condition or results of operations_” above_._
For most of our
For the years ended December 31, 2015 and 2014, 17.8% and 20.2%, respectively, of our revenues are subject to foreign currency exchange rate risk and primarily includes clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities.
Of the 17.8% of non-U.S dollar exposure for the year ended December 31, 2015, 37.0% was in British pounds sterling, 35.8% was in Euros and 21.6% was in Japanese yen.
Approximately 41.3% and 43.1% of our operating expenses, including operating expense attributable to income (loss) from
The Company has issued an aggregate principal amount of $1.6 billion in senior unsecured notes in two discrete private offerings of $800.0 million each.
On August 13, 2015, the Company completed its second private offering of $800.0 million aggregate principal amount of 5.750% Senior Notes due 2025 (the “2025 Senior Notes,” and together with the 2024 Senior Notes, the “Senior Notes”).
The Company intends to use the net proceeds from the offering of the
2025 Senior Notes for general corporate purposes, including, without limitation, previously announced repurchases of our common stock.
On August 13, 2015, the Company completed the offering of the 2025 Senior Notes, which caused our Consolidated Leverage Ratio to increase to 3.08:1.00 as of December 31, 2015.
As a result of our increase in leverage, we are currently subject to the highest applicable margin provided for under our 2014 Revolving Credit Agreement, which has increased the rate on our unused commitments to 0.35%.
See “—_A change in our credit ratings could materially adversely affect our financial condition_” below.
_If we incur substantial additional indebtedness, the risks described above could be further exacerbated._
See “—_A change in our credit ratings could materially adversely affect our financial condition_” below.
dollars.
_A change in our credit ratings could materially adversely affect our financial condition._
Our credit ratings are not recommendations to buy, sell or hold any of our common stock or outstanding debt.
Our clients, including our largest clients, may seek to negotiate a lower asset-based fee percentage for a variety of reasons.
For example, as of December 31, 2014, the month-end value of assets in ETFs linked to MSCI equity indexes was $373.3 billion, which was 12.1% higher than the value of such assets as of December 31, 2013, and 1.2% lower than the value of such assets at September 30, 2014.
The Internet as a distribution channel has increasingly allowed free or relatively inexpensive access to information sources, which has reduced barriers to entry even further.
providers or by self-sourcing certain of their informational needs.
We believe our future success will also depend in large part upon our ability to attract, engage and retain highly skilled managerial, research, sales and marketing, information technology, software engineering and other technical personnel.
Competition for such personnel worldwide is intense, and there can be no assurance that we will be successful in attracting, enaging or retaining such personnel.
“Business—Company History” above.
On June 6, 2013, ESMA published its final report setting out Principles for Benchmark-Setting Processes in the EU (ESMA/2013/659) (“ESMA Principles”).
The ESMA Principles are intended to provide a general framework covering all stages of the benchmark setting process including data submission, administration, calculation, publication, the use of benchmarks and the continuity of benchmarks.
The ESMA Principles are non-binding, but ESMA intends for them to help transition to a potential European Union framework for benchmarks, and ESMA will review the ESMA Principles’ application 18 months after their initial publication.
To the extent that ESMA determines that the ESMA Principles include requirements for the benchmark administrators that are different from the IOSCO Principles (defined below) or to the extent that ESMA’s review of the industry’s implementation of the ESMA’s Principles results in changes and complying with any such additional requirements or changes to the ESMA Principles leads to a material change in our business practices or our ability to offer our indexes, materially increases our cost of doing business, materially diminishes our intellectual property rights, materially impacts our contractual commitments to our data contributors, or causes our data contributors to refuse to contribute data to us at reasonable cost or at all, there could be a material adverse effect on our index business.
IOSCO will review the extent to which the IOSCO Principles have been implemented within 18 months of publication.
indexes for use as the basis of ETFs that it would manage.
Also, some elements of our products and processes may not be subject to intellectual property protection.
we address the problem.
While a substantial portion of our fees for index-linked investment products are invoiced in U.S. dollars, the fees are based on the investment product’s assets, a large majority of which are invested in securities denominated in currencies other than the U.S. dollar.
For the years ended December 31, 2014 and 2013, 14.3% and 15.1%, respectively, of our total revenues, including revenues attributable to income from discontinued operations, net of income taxes, were invoiced in currencies other than U.S. dollars.
For the year ended December 31, 2013, 53.9% of our foreign currency revenues were in Euros, 22.9% were in British pounds sterling and 13.0% were in Japanese yen.
Our 2014 Revolving Credit Agreement and the indenture dated as of November 20,
_We may be able to incur substantial additional indebtedness.
This could further exacerbate the risks described above._
on sites where we are located, and other events.
In connection with the acquisitions of RiskMetrics and IPD, we acquired new offices in 10 non-U.S. locations.
Since 2010, we have also opened offices in Santiago, Seoul, Taipei and Shanghai.
We intend to further grow our presence in emerging market locations.
For example, the continued success of IPD’s products is dependent on understanding local real estate markets and maintaining relationships with local real estate industry bodies in the jurisdictions in which IPD operates.
There can be no assurances that demand for our products and services will develop in these countries.
From time to time, we also implement changes to our global corporate structure.
Such changes include, but are not limited to, proposed legislation to reform U.S. taxation of international business activities.
_The obligations associated with being a public company require significant resources and management attention._
As a public company, we are subject to the rules and regulations promulgated by the SEC and the New York Stock Exchange.
For example, the Securities Exchange Act of 1934, as amended, requires that we file annual, quarterly and current reports with respect to our business and financial conditions and the Sarbanes Oxley Act of 2002 requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.
Our efforts to comply with these rules and regulations have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.
See “—_Changes in government regulations, including implementation of new or pending financial regulations, could materially adversely affect our business, financial condition or results of operations_” above.
| | • | | changes in operating margins due to variability in revenues from licensing our equity indexes as the basis of ETFs; |
Directors’ Equity Compensation Plan, respectively.
Pursuant to the 2014 Repurchase Program, on September 18, 2014, we entered into a $300.0 million accelerated share repurchase (“ASR”) agreement with Goldman Sachs & Co. (“GS&Co.”) under which, on September 19, 2014, we paid GS&Co. $300.0 million in cash and received approximately 4.5 million shares of our common stock.
The total number of shares to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices of our common stock on each trading day during the repurchase period.
This average price will be capped such that only under limited circumstances will we be required to deliver shares or pay cash at settlement.
We may receive from GS&Co. additional shares at or prior to maturity of this ASR agreement in May 2015.
An excerpt. Shown here: 40 of 154 rewritten, 40 of 72 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2015 filing and the FY2014 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
218 rewritten, 578 added, 309 removed, 339 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
Such risks and uncertainties include, but are not limited to, those identified below and those described in [removed: “Item 1A.—Risk Factors,” within this Annual Report on Form 10-K._][added: Part 1, Item 1A.]
[removed: Our products and services address multiple markets, asset classes and geographies and are sold to a diverse client base, including] [added: MSCI clients include] asset [removed: owners] [added: owners,] such as pension funds, endowments, foundations, central banks, family offices and insurance companies; [removed: institutional and retail] asset [removed: managers,] [added: management firms,] such as [removed: managers of pension assets,] mutual funds, [removed: exchange traded funds (“ETFs”), real estate,] hedge [added: funds, providers of exchange-traded] funds [removed: and] [added: (“ETFs”);] private [removed: wealth;] [added: wealth managers;] and financial [removed: intermediaries] [added: intermediaries,] such as banks, broker-dealers, exchanges, [removed: custodians] [added: custodians, trust companies] and investment consultants.
[removed: As of December 31, 2014, we] [added: We] had offices in 35 cities in 22 countries to help serve our diverse client base, with [removed: 51.0%] [added: 52.2%] of our revenues coming from clients in the Americas, [removed: 36.5%] [added: 35.5%] in Europe, the Middle East and Africa (“EMEA”) and [removed: 12.5%] [added: 12.3%] in Asia and Australia.
Our principal [removed: sales] [added: business] model is to license annual, recurring subscriptions to our products and services for use at specified locations, often by a given number of users or for a certain volume of services, for an annual fee paid up-front.
Additionally, our recurring subscriptions include our managed services [removed: offering] [added: offering,] whereby we oversee the production of risk and performance reports on behalf of our clients.
[removed: Additionally,] [added: Furthermore,] a portion of our revenues comes from clients who use our indexes as the basis for index-linked investment products such as ETFs or as the basis for passively managed funds and separate accounts.
We [added: also] generate [removed: a limited amount of our] revenues from certain exchanges that use our indexes as the basis for futures and options contracts and pay us a license fee for the use of our intellectual property based on their volume of trades.
[removed: We] [added: In addition, we] generate revenues from subscription agreements for the receipt of periodic [removed: benchmarks] [added: benchmark] reports, [removed: digests,] [added: digests] and other publications, which are most often associated with our [added: real estate] products [removed: offered by IPD Group Limited (“IPD”),] that are recognized upon delivery of such reports or data updates.
We also receive revenues from one-time fees related to [removed: implementation,] [added: certain implementation services,] historical or customized reports, advisory and consulting services and from certain products and services that are designed for one-time usage.
In evaluating our financial performance, we focus on revenue [removed: growth] [added: and profit growth, including GAAP and non-GAAP measures,] for the Company [removed: in total and by product category] as [added: a whole as] well as [added: by] operating [removed: profit growth.][added: segment.]
In addition, we focus on operating metrics, including Run [removed: Rates] [added: Rate, subscription sales] and [removed: retention rates] [added: Aggregate Retention Rate] to manage the business.
Our business is not highly capital intensive and, as such, we expect to continue to convert a high percentage of our [removed: operating] profits into excess cash in the future.
Our [removed: revenue] growth strategy includes: (a) expanding and deepening our relationships with investment institutions worldwide; (b) developing new and enhancing existing product offerings, including combining existing product features or data derived from our products to create new [removed: products; and (c) actively seeking to acquire products, technologies and companies that will enhance, complement or expand our client base and our product offerings.]
[removed: To maintain and accelerate our revenue] [added: During the years ended December 31, 2014] and [removed: operating income growth,] [added: 2013,] we [removed: have] significantly invested in and expanded our operating functions and infrastructure, including additional product management, sales and client support staff and facilities in locations around the world [removed: and additional staff and supporting technology for] [added: as well as] our research and our data operations and technology [removed: functions (the “Enhanced Investment Program”).][added: functions.]
The purpose [removed: of this Enhanced Investment Program is] [added: was] to maximize our medium-term revenue and [removed: operating income] [added: profit] growth, while at the same time ensuring that MSCI [removed: will] [added: would] remain a leading provider of investment decision support tools into the future.
As a result, the rate of growth of our investments [removed: have,] [added: and expenses had,] in recent years, exceeded that of our revenues, which [removed: has] [added: had] slowed the growth of, or even reduced, our [removed: operating profit.][added: earnings.]
See [removed: “Item] [added: Part 1, Item] 1.
[removed: Business—Business Segments, Products and Services”] [added: “Business—Our Product Segments”] above for additional details [removed: of] [added: on] the products and services that we offer.
We measure the fees related to these agreements and refer to this as “Run Rate.” The Run Rate at a particular point in time [added: primarily] represents the forward-looking revenues for the next 12 months from then-current subscriptions and investment product licenses we provide to our clients under renewable contracts or agreements assuming all contracts or agreements that come up for renewal are renewed and assuming then-current currency exchange rates.
[removed: In addition, we remove from the Run Rate the fees associated with any subscription or investment product license agreement with respect to which we have received] a notice of termination or non-renewal during the period and determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date.
| | • | | [added: fluctuations in] revenues associated with new subscriptions and non-recurring sales; |
| | • | | fluctuations in asset-based fees, which may result from changes in certain investment products’ total expense ratios, market movements, including foreign currency exchange [removed: rate changes,] [added: rates,] or from investment inflows into and outflows from investment products linked to our indexes; |
| | • | | revenue recognition differences under U.S. GAAP, including [added: those related to the] timing of implementation and report [removed: deliveries;] [added: deliveries for certain of our products and services;] |
| | • | | fluctuations in foreign [removed: currency] exchange rates; and |
The following table [removed: sets forth our] [added: presents] Run Rates [added: by reportable segment] and [added: product category as of] the [removed: percentage] [added: dates indicated and the] growth [added: percentages] over the [removed: periods] [added: years] indicated:
| | | [added: As of] | | | | | | | | | | | | Comparison of | | | | | | |
| | | December 31, [removed: 2014] [added: 2015] | | | | December 31, [removed: 2013] [added: 2014] | | | | December 31, [removed: 2012] [added: 2013] | | | | December [removed: 31, 2014] [added: 31, 2015] to [removed: 2013] [added: 2014] | | | | December 31, [removed: 2013] [added: 2014] to [removed: 2012] [added: 2013] | | |
| Run [removed: Rates] [added: Rates:] | | | | | | | | | | | | | | | | | | | | |
| Asset-based fees | | | [removed: 174,558] [added: 201,047] | | | | [removed: 158,305] [added: 174,558] | | | | [removed: 127,072] [added: 158,305] | | | | [removed: 10.3] [added: 15.2] | % | | | [removed: 24.6] [added: 10.3] | % |
| Total Run Rate | | $ | [removed: 1,006,725] [added: 1,089,250] | | | $ | [removed: 934,898] [added: 1,006,725] | | | $ | [removed: 850,150] [added: 934,898] | | | | [removed: 7.7] [added: 8.2] | % | | | [removed: 10.0] [added: 7.7] | % |
| [removed: Subscription] [added: Recurring subscription] total | | $ | [removed: 832,167] [added: 888,203] | | | $ | [removed: 776,593] [added: 832,167] | | | $ | [removed: 723,078] [added: 776,593] | | | | [removed: 7.2] [added: 6.7] | % | | | [removed: 7.4] [added: 7.2] | % |
| Asset-based fees total | | | [removed: 174,558] [added: 201,047] | | | | [removed: 158,305] [added: 174,558] | | | | [removed: 127,072] [added: 158,305] | | | | [removed: 10.3] [added: 15.2] | % | | | [removed: 24.6] [added: 10.3] | % |
| Total Run Rate | | $ | [removed: 1,006,725] [added: 1,089,250] | | | $ | [removed: 934,898] [added: 1,006,725] | | | $ | [removed: 850,150] [added: 934,898] | | | | [removed: 7.7] [added: 8.2] | % | | | [removed: 10.0] [added: 7.7] | % |
Total Run Rate grew [removed: by] 7.7% to $1,006.7 million as of December 31, 2014 compared to [added: $934.9 million as of] December 31, 2013.
[removed: Total] [added: Recurring] subscription Run Rate grew [removed: by] 7.2% to $832.2 million as of December 31, 2014 compared to [added: $776.6 million as of] December 31, 2013.
[removed: Excluding] [added: Adjusting for] the impact of foreign currency exchange rate [removed: changes] [added: fluctuations] and [added: excluding] the acquisition of GMI Ratings, [added: recurring] subscription Run Rate [removed: grew by 8.1%.][added: would have increased 8.1% as of December 31, 2014 compared to December 31, 2013.]
[removed: Excluding] [added: Adjusting for] the impact of foreign currency exchange rate [removed: changes] [added: fluctuations] and [added: excluding] the [removed: acquisition] [added: impact] of [added: the] GMI [removed: Ratings, subscription] [added: Ratings acquisition,] Run Rate [removed: rose 10.9%.][added: would have increased 22.2% as of December 31, 2014 compared to December 31, 2013.]
The [removed: growth in index, real estate and ESG products] [added: increase] was [removed: driven] primarily [added: driven] by [removed: equity index] [added: solid growth in] benchmark and data [removed: products, and aided by] [added: products broadly, including] strong growth in [added: market cap products, combined with higher growth in factor,] ESG and [removed: real estate] [added: thematic] products.
[removed: Asset-based fee] [added: Real Estate products] Run Rate [removed: from index, real estate and ESG products] increased [removed: 10.3%] [added: 2.9%] to [removed: $174.6] [added: $44.7] million at December 31, 2014 compared to [added: $43.5 million at] December 31, 2013.
The increase was [removed: primarily] driven by [removed: inflows into] [added: higher average AUM in both] ETFs [removed: linked to MSCI indexes] and non-ETF passive [removed: funds.][added: funds linked to MSCI indexes.]
“Risk Factors,” within this Annual Report on Form 10-K._
MSCI offers content, applications and services to support the needs of institutional investors throughout their investment processes.
Our products and services include indexes and analytical models; ratings and analysis that enable institutional investors to integrate environmental, social and governance (“ESG”) factors into their investment strategies; and analysis of real estate in both privately and publicly owned portfolios.
Clients use our content and applications to help construct portfolios and allocate assets.
Our analytical tools help them measure and manage risk across all major asset classes.
MSCI products and services can also be customized to meet the specific needs of our clients.
As of December 31, 2015, we had approximately 6,400 clients across 86 countries.
To calculate the number of clients, we may count certain affiliates, user locations, or business units within a single organization as separate clients.
If we aggregate all related clients under their respective parent entity, the number of clients would be approximately 3,850, as of December 31, 2015.
products; and (c) seeking to acquire products, technologies and companies that will enhance, complement or expand our client base and product offerings.
We completed our incremental level of investment in the year ended December 31, 2014, and have again achieved operating margin expansion for the year ended December 31, 2015.
Effective during the year ended December 31, 2015, we changed our reportable segments to reflect certain changes made to the management of our product lines.
This presentation better aligns our financial reporting with how our products and services are offered to our clients and offers additional insight into how we manage the Company.
We previously disclosed one reportable segment.
Following the change, we began disclosing three reportable segments: Index, Analytics and All Other.
The All Other segment consists of ESG and Real Estate.
Effective during the year ended December 31, 2015, we changed our presentation of operating expenses in order to provide more transparency into our underlying cost base, consistent with how we manage the Company.
Prior to the change, operating expenses were grouped and presented as cost of services and selling, general and administrative.
The previously issued financial information has been recast to conform to the current presentation.
We utilize a portfolio of key financial metrics to manage the Company, including GAAP and non-GAAP measures.
As detailed below, we review revenues by type and by segment, or major product line.
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 Aggregate Retention Rate, to analyze past performance and to provide insight into our latest reported portfolio of recurring business.
In the discussion that follows, we provide variances excluding the impact of foreign currency exchange rate fluctuations.
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.
Our revenues are characterized by type, which broadly reflects the nature of how they are recognized or earned.
Our revenue types are recurring subscription, asset-based fees and non-recurring revenues.
We also group our revenues by segment and provide the revenue type within each segment.
Recurring subscription revenues represent fees earned from clients primarily under renewable contracts or agreements and are recognized in most cases ratably over the term of the license or service pursuant to the
contract terms.
The contracts state the terms under which these fees are to be calculated.
The fees are recognized as we provide the product and service to the client over the license period and are generally billed in advance, prior to the license start date.
When implementation services are included, we recognize revenues ratably from the date the application is put into production through the end of the license period.
Revenues associated with the implementation services, which are allocated based on MSCI’s best estimated sales price for such implementation services, are recognized ratably over the useful life of those services.
Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with our real estate benchmark business, are recognized upon delivery of such reports or data updates.
Asset-based fees are principally recognized based on the estimated assets under management (“AUM”) linked to our indexes from independent third-party sources or the most recently reported information provided by the client.
Asset-based fees include revenues related to futures and options contracts linked to our indexes, which are primarily based on trading volumes.
Non-recurring revenues primarily represent fees earned on products and services where we do not have renewal contracts and primarily include revenues for providing historical data, certain implementation services, and other special client requests.
Based on the nature of the services provided, non-recurring revenues are recognized upon delivery, invoicing or over the service period.
| | • | | Cost of revenues; |
For more than 40 years, MSCI’s research-based models and methodologies have helped the world’s leading investors build and manage better portfolios.
Clients rely on our products and services for deeper insights into the drivers of performance and risk in their portfolios, broad asset class coverage and innovative research and can use our products to help design and implement their investment strategies.
Our line of products and services includes indexes, analytical tools, data, real estate benchmarks and environmental, social and governance (“ESG”) research.
MSCI serves 98 of the top 100 global asset managers, as ranked by P&I in December 2014.
They are used in many areas of the investment process, including portfolio construction and rebalancing, performance benchmarking and attribution, risk management, regulatory and client reporting, index-linked investment product creation, asset allocation, the assessment of corporate management of ESG risks and opportunities, investment manager selection and investment research.
Prior to March 31, 2014, MSCI reported financial results for two segments: the Performance and Risk business and the Governance business.
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS, which, together with the CFRA product line disposed of in March 2013, made up the Company’s Governance segment.
As a result, beginning in the first quarter of 2014, the Company began operating and reporting as a single business segment.
On April 30, 2014, we completed the sale of ISS.
We have largely completed our Enhanced Investment Program and, as a result, we expect margin expansion to begin in the second half of 2015, exclusive of any non-recurring charges we may incur.
Prior to March 31, 2014, we reported financial results for two segments: the Performance and Risk business and the Governance business.
On March 17, 2014, we entered into a definitive agreement to sell Institutional Shareholder Services Inc. which, together with the CFRA product line disposed of in March 2013, made up our Governance segment.
As a result, beginning in the first quarter of 2014, we began operating and reporting as a single reportable segment, and the operating results of ISS and the CFRA product line were reported as discontinued operations for all periods presented.
We completed the sale of ISS on April 30, 2014.
In addition, for periods prior to March 31, 2014, we reported energy and commodity analytics products separately as its own product category for disclosures related to operating revenues, Run Rate and Aggregate and Core Retention Rates.
Beginning with the three month period ended March 31, 2014, we reported the results of energy and commodity analytics products as part of the risk management analytics product category, as we view the product offerings and customer base of the energy and commodities analytics products to be similar in nature to those in the risk management analytics product category.
Prior periods have also been presented to reflect this change in categorization.
Our revenues are grouped into the following three product and/or service categories:
_Index, Real Estate and ESG Products_
Our index, real estate and ESG products category includes subscription fees from MSCI equity index data and IPD and ESG research and analytics products, fees based on assets in investment products linked to our equity indexes, fees from non-recurring licenses of our equity index historical data and fees from real estate products.
We also generate a limited amount of revenues based on the trading volume of futures and options contracts linked to our indexes.
Clients typically subscribe to equity index data modules for use by a specified number of users at a particular location.
Clients may select delivery from us or delivery via a third-party vendor.
We are able to grow our revenues for data subscriptions by expanding the number of client users and their locations and the number of third-party vendors the client uses for delivery of our data modules.
The increasing scope and complexity of a client’s data requirements beyond standard data modules, such as requests for historical data or customized indexes, also provide opportunities for further revenue growth from an existing client.
Clients who utilize our ESG research and analytics products and services pay an annual subscription fee and access these products and services via a web-based application, data feed or third-party vendor.
Revenues from our index-linked investment product licenses, such as ETFs, increase or decrease as a result of changes in value of the assets in the investment products.
These changes in the value of the assets in the investment products can result from equity market price changes, investment inflows and outflows and changes in foreign currency exchange rates.
In most cases, fees for these licenses are paid quarterly in arrears and are calculated by multiplying a negotiated basis point fee (which in some cases may be based on a product provider’s total expense ratio) times the average daily assets in the investment product for the most recent period.
Additionally, revenues from our index-linked futures and options contracts vary based on the volume of trading.
_Risk Management Analytics Products_
Our risk management analytics product category includes revenues from annual, recurring subscriptions to our risk management analytics products, including our two major products, RiskManager and BarraOne.
We also recognize recurring subscriptions related to our managed services offering in which our staff oversees the production of risk and performance reports on behalf of our clients.
Other products in this category include HedgePlatform, Wealthbench, Credit Manager and InvestorForce.
The products offer a consistent risk assessment framework for managing and monitoring investments in a variety of asset classes across an organization.
We are able to grow our revenues by licensing additional users and locations as well as selling additional products and services.
RiskManager is used by clients for daily analysis, measuring and monitoring of market risk at fund and firm levels, for sensitivity and stress testing, and interactive what-if analysis.
RiskManager is a highly scalable platform accessed by clients via a license to a secure, interactive web-based application service, as a fully outsourced risk reporting service or as a web service in which a client’s systems access RiskMetrics core risk elements by connecting directly to our systems.
BarraOne, powered by the Barra Integrated Model, provides clients with global, multi-asset class risk analysis using Barra fundamental factors.
The product is accessed by clients via a secure, interactive web-based session, web services or on an outsourced basis.
An excerpt. Shown here: 40 of 218 rewritten, 40 of 578 added and 40 of 309 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2015 filing and the FY2014 filing.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
9 rewritten, 2 added, 4 removed, 12 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
[removed: A significant percentage] [added: While a substantial portion] of our [removed: revenues from our] [added: fees for] index-linked investment products are [removed: based on] [added: invoiced in U.S. dollars, the] fees [removed: earned] [added: are based] on the [removed: value] [added: investment product’s assets,] of [removed: assets] [added: which two-thirds are] invested in securities denominated in currencies other than the U.S. dollar.
For all operations outside the [removed: United States] [added: U.S.] where the Company has designated the local non-U.S. dollar currency as the [added: functional currency, revenue and expenses are translated using average monthly exchange rates and assets and liabilities are translated into U.S. dollars using month-end exchange rates.]
Revenues from index-linked investment products represented [removed: 17.8%] [added: 18.4%] and [removed: 16.4%] [added: 17.8%] of operating revenues for the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.
[removed: For] [added: Of] the [added: 20.2% of non-U.S dollar exposure for the] year ended December 31, 2014, [removed: 54.5% of our foreign currency revenues were] [added: 38.3% was] in Euros, [removed: 23.8% were] [added: 34.0% was] in British pounds sterling and [removed: 12.6% were] [added: 21.7% was] in Japanese yen.
Approximately [removed: 43.1%] [added: 41.3%] and [removed: 42.8%] [added: 43.1%] of our operating expenses, including operating expense attributable to income [added: (loss)] from discontinued operations, net of income taxes, for the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, [removed: Euros,] Swiss francs, [added: Euros,] Hungarian forints, Hong Kong [removed: dollars] [added: dollars, Chinese yuan] and Mexican pesos.
Expenses incurred in foreign currency may increase as we expand our business outside the [removed: United States.][added: U.S.]
We have certain [added: monetary] assets and liabilities denominated in currencies other than local functional amounts and when these balances [removed: are] [added: were] remeasured into their local functional currency, [added: either] a gain or [added: a] loss [removed: results] [added: resulted] from the change [removed: in] [added: of the] value of the functional [removed: currency.][added: currency as compared to the originating currencies.]
The objective of the derivative instruments is to minimize the income statement impact associated with [removed: intercompany loans that are] [added: amounts] denominated in certain foreign currencies.
[removed: As a result of these positions, we] [added: We] recognized [added: total] foreign currency exchange losses of [removed: $3.0] [added: $2.2] million, [removed: $2.4] [added: $3.0] million and [removed: $2.6] [added: $2.4] million for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.
For the years ended December 31, 2015 and 2014, 17.8% and 20.2%, respectively, of our revenues are subject to foreign currency exchange rate risk and primarily includes clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities.
Of the 17.8% of non-U.S dollar exposure for the year ended December 31, 2015, 37.0% was in British pounds sterling, 35.8% was in Euros and 21.6% was in Japanese yen.
functional currency, revenue and expenses are translated using average monthly exchange rates and assets and liabilities are translated into U.S. dollars using month-end exchange rates.
While a substantial portion of our fees for index-linked investment products are invoiced in U.S. dollars, the fees are based on the investment product’s assets, a significant percentage of which are invested in securities denominated in currencies other than the U.S. dollar.
For the years ended December 31, 2014 and 2013, 14.3% and 15.1%, respectively, of our total revenues, including revenues attributable to income from discontinued operations, net of income taxes, were invoiced in currencies other than U.S. dollars.
For the year ended December 31, 2013, 53.9% of our foreign currency revenues were in Euros, 22.9% were in British pounds sterling and 13.0% were in Japanese yen.
Item 1. Business
107 rewritten, 205 added, 98 removed, 128 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
[removed: MSCI serves 98] [added: | | • | | 97] of the top 100 global asset [removed: managers, as] [added: managers (as] ranked by P&I in [removed: December 2014.][added: its report dated April 2015); |]
[removed: Our products and services address multiple markets, asset classes and geographies and are sold to a diverse client base, including] [added: MSCI clients include] asset [removed: owners, such as pension] [added: owners (pension] funds, endowments, foundations, central banks, family offices and insurance [removed: companies; institutional and retail] [added: companies),] asset [removed: managers, such as managers of pension assets, mutual] [added: management firms (mutual] funds, [removed: exchange traded funds (“ETFs”), real estate,] hedge [added: funds, providers of exchange-traded] funds [removed: and] [added: (“ETFs”)),] private [removed: wealth;] [added: wealth managers] and financial [removed: intermediaries, such as banks,] [added: intermediaries (banks,] broker-dealers, exchanges, [removed: custodians] [added: custodians, trust companies] and investment [removed: consultants.][added: consultants).]
[removed: These investment decision support tools and products] [added: MSCI’s indexes] are used in many areas of the investment process, including [added: index-linked product creation and performance benchmarking, as well as] portfolio construction and rebalancing, [removed: performance benchmarking] and [removed: attribution, risk management and analysis, index-linked investment product creation,] asset [removed: allocation, investment manager selection, investment research and assessment of social responsibility, environmental stewardship, the effects of climate change and corporate governance on investments.][added: allocation.]
Our principal [removed: sales] [added: business] model is to license annual, recurring subscriptions to our products and services for [removed: use at specified locations, often by a given number of users or for a certain volume of services, for] an annual [removed: fee] [added: fee,] paid up-front.
[removed: An additional $177.1 million, or 17.8%, of our revenues came] [added: We also derive revenue] from clients who use our indexes as the basis for index-linked investment products such as [removed: ETFs,] [added: ETFs or as the basis for] passively managed funds and separate accounts.
These clients commonly pay us a license fee for the use of our intellectual property based on the [added: assets under management (“AUM”) in their] investment [removed: product’s assets.][added: product.]
[removed: We also generated revenues from certain] [added: Certain] exchanges [removed: that used] [added: use] our indexes as the basis for futures and options contracts and [removed: paid] [added: pay] us a license fee for the use of our intellectual property based on their volume of trades.
We also [removed: received revenues from] [added: realize] one-time fees related to customized reports, [removed: advisory] [added: historical data sets,] and [removed: consulting services] [added: certain implementation] and [added: consulting services, as well as] from certain products and services that are [removed: designed for one-time usage.][added: purchased on a non-renewal basis.]
[removed: These amounts totaled $18.4 million, or 1.8% of our revenues,] [added: Revenues] for the year ended December 31, [removed: 2014.][added: 2015 totaled $1,075.0 million, up 7.9% from the prior year period.]
[added: | | | • | |] We [removed: were a pioneer in developing the market for global equity index products and] began licensing our first equity index products in 1969. [added: |]
[added: | 1998 | | • | |] We were incorporated in [removed: Delaware in] 1998 [removed: and] [added: and,] until we became a public company in November [removed: 2007] [added: 2007,] our only two shareholders were Morgan Stanley and Capital Group [removed: International, Inc. (“Capital Group International”).][added: International. |]
[added: | 2004 | | • | |] In June 2004, we acquired Barra, LLC (formerly Barra, Inc., “Barra”), a provider of portfolio risk analytics tools that launched its first risk analytics products in [removed: 1975, broadening] [added: 1975. This broadened] our product range beyond index products. [added: |]
[added: | 2010 | | • | |] In [removed: addition to its] [added: June 2010, we acquired RiskMetrics Group, Inc. (“RiskMetrics”), a leading provider of] risk management [added: and governance] products and [removed: services,] [added: services. In addition to this core product line,] RiskMetrics owned [removed: ISS,] [added: Institutional Shareholder Services Inc. (“ISS”),] a pioneer in the development of policy-based proxy voting recommendations. [added: |]
[added: | | | • | |] RiskMetrics [removed: acquired] [added: also owned] the Center for Financial Research and Analysis (“CFRA”), Innovest Strategic Value Advisors, Inc. [removed: (currently MSCI ESG Research Inc.,“MSCI ESG Research”)] [added: (“Innovest”)] and KLD Research and [removed: Analytics, Inc. (“KLD”) in August 2007, March 2009] [added: Analytics (“KLD Research”). Innovest] and [removed: October 2009, respectively.][added: KLD Research are now known as MSCI ESG Research Inc. (“MSCI ESG Research”). |]
[removed: On] [added: | | | • | | In] March [removed: 31,] 2013, we completed the sale of the CFRA product line. [added: |]
[added: | | | • | |] In July 2010, we acquired Measurisk, LLC (“Measurisk”), a provider of risk transparency and risk measurement tools for hedge fund [removed: investors, to aid] [added: investors. With our clients demanding increasing levels of transparency from their hedge fund managers, this acquisition helped] us [removed: in developing] [added: develop] a broad platform and [removed: setting] [added: set] the standard for analyzing and reporting hedge fund [removed: risk in response to our clients’ demands for increasing levels] [added: risk. Measurisk’s products are now part] of [removed: transparency from their] [added: our] hedge fund [removed: managers.][added: risk transparency offerings. |]
[added: | 2012 | | • | | In November 2012, we acquired real estate performance measurement group IPD Group Limited (“IPD”).] The acquisition of IPD [removed: expands] [added: expanded] MSCI’s multi-asset class [removed: offering] [added: offerings] by facilitating the integration of private real estate assets into our models, as well as adding a family of real estate indexes to MSCI’s [removed: family] [added: suite] of equity indexes. [added: |]
[added: | 2013 | | • | |] In January 2013, we acquired Investor Force Holdings, Inc. (“InvestorForce”), a leading provider of performance reporting [removed: solutions] [added: tools] to the institutional investment community in the [removed: United States, providing investment] [added: U.S. The InvestorForce offering enables us to provide] consultants with [removed: an integrated solution for] [added: integrated,] daily monitoring, analysis of and reporting on institutional assets. [added: |]
[added: | | | • | |] In August 2014, we acquired Governance Holdings Co. (“GMI Ratings”), a provider of corporate governance research and ratings to institutional investors, banks, insurers, auditors, regulators and corporations seeking to incorporate ESG factors into risk assessment and decision-making. [added: This acquisition enhanced our existing platform of ESG research and tools, allowing us to deliver a more comprehensive suite of ESG products and services to our clients. |]
We currently have branches or subsidiaries in the following locations: Australia, Brazil, Canada, [removed: Cayman Islands,] Chile, China, England, France, Germany, Hong Kong, Hungary, India, Italy, Japan, Korea, Mexico, the Netherlands, the Philippines, [removed: Portugal, Scotland,] Singapore, South Africa, [removed: Spain,] Sweden, Switzerland, Taiwan, United Arab Emirates and the [removed: United States.][added: U.S. See Note 13, “Segment Information,” of the Notes to Consolidated Financial Statements included herein for additional information on our revenues and certain assets by geographic area.]
[removed: Products] [added: Primary Uses of MSCI Products] and Services
[removed: On] [added: | 2014 | | • | | In] April [removed: 30,] 2014, we completed the sale of ISS. [added: |]
[removed: Our MSCI-branded] [added: MSCI’s] global equity indexes are designed to measure returns [removed: available to investors] across a wide variety of equity markets (_e.g._, Europe, [removed: Japan or] [added: Japan, USA,] emerging markets), sizes (_e.g._, small [removed: capitalization or] [added: and] large capitalization), styles (_e.g._, [removed: growth or] [added: growth,] value), industries (_e.g._, [removed: banks or] [added: banks,] media), strategies (_e.g_., [added: active, passive,] factors) and themes (_e.g.,_ economic exposure).
[removed: Our IPD benchmarks] [added: MSCI’s real estate indexes] are designed to measure the performance and risk indicators of our clients against their peers.
[removed: Our] MSCI-branded ESG indexes are designed to help clients incorporate ESG [removed: factors] [added: considerations] into their investment processes.
[removed: In addition to delivering our products] [added: Clients receive data] directly [removed: to our clients, as of December 31, 2014, there were] [added: from MSCI or from one or] more [removed: than 70] third-party [added: providers of] financial information [removed: and analytics software providers] that distributed our [removed: various] equity index products [removed: worldwide.][added: worldwide as of December 31, 2015.]
The performance of [removed: our] [added: MSCI’s] equity indexes is also [removed: frequently] referenced [added: frequently] when selecting investment managers, assigning return benchmarks in mandates, comparing performance and providing market and academic commentary.
[removed: Our equity index products] [added: Products in MSCI’s Index segment] include:
[removed: We believe that the] MSCI [removed: Global Equity Indexes] [added: indexes] are [added: among] the most widely used benchmarks for [removed: cross-border] [added: multi-country passive and active] equity [removed: funds.][added: strategies worldwide.]
| | • | | _MSCI Factor Indexes._ [removed: The] MSCI Factor Indexes seek to address an emerging trend among institutional investors [added: and asset managers] whose asset allocation processes [removed: are gradually shifting from asset classes to] [added: include] risk groupings such as growth, income, inflation, volatility and liquidity. [removed: The] MSCI Factor Indexes reflect [removed: the many] [added: components of] equity return [removed: components] that were once considered added value, or alpha, but that can be attributed to sources of systematic return such as value, size, quality, yield, volatility, or momentum. [removed: Today,] MSCI offers a [removed: wide array] [added: comprehensive suite] of [removed: such] factor [removed: or alternative beta indexes,] [added: index families,] including the MSCI Minimum [removed: Volatility,] [added: Volatility Indexes, high-exposure factor indexes (e.g., the MSCI Enhanced Value, MSCI Equal Weighted and MSCI High Dividend Yield Indexes),] single high capacity factor indexes [removed: (_e.g._,] [added: (e.g., the] MSCI Quality Tilt, [added: MSCI] Dividend Tilt, [added: MSCI] Size Tilt, [added: MSCI] Momentum Tilt, [added: MSCI] Volatility Tilt and [added: MSCI] Value Weighted Indexes) and [removed: high exposure factor indexes (_e.g._, MSCI Minimum Volatility, Enhanced Value, Equal Weighted and High Dividend Yield) as well as] combinations of factor [removed: indexes, or multi-factor] indexes [added: and multi-factor indexes,] such as the [removed: award-winning] MSCI [removed: Quality Mix] [added: Diversified Multiple-Factor] Indexes. |
| | • | | _MSCI Custom Indexes_. In recent [removed: years we have] [added: years, MSCI has] significantly [removed: expanded our capabilities for calculating] [added: increased the number of] custom [removed: indexes. We] [added: indexes it calculates. MSCI] currently [removed: calculate] [added: calculates] approximately [removed: 7,500] [added: 8,300] custom indexes, which apply a client’s [removed: customization] criteria to an existing MSCI index. Examples of customization criteria include [removed: currency,] [added: liquidity screening, currency] hedging, [added: tax rates,] stock exclusions or special weighting. Custom indexes can reflect specific investment criteria, such as socially responsible investment requirements or regulatory [removed: constraints; they] [added: constraints. They] can be used for back-testing strategies or developing specialized investment products, minimizing portfolio tracking error and constructing index-linked products. |
| | • | | _MSCI ESG Indexes_. [removed: The] MSCI ESG Indexes [removed: allow] [added: are designed to meet the growing demand for indexes that integrate ESG factors into benchmarks to measure performance for use by institutional investors who wish to adopt a long-term sustainable investment view. They enable] clients to [removed: effectively benchmark] [added: issue index-based] ESG investment [added: products, to benchmark the] performance [added: of ESG portfolios,] and [removed: manage,] [added: to] measure and report on [removed: their] compliance with ESG [removed: mandates, as well as to issue index-based ESG investment products such as ETFs.] [added: mandates.] The MSCI ESG Indexes [removed: include] [added: include:] Sustainability Indexes that [removed: integrate ESG ratings using] [added: use] a [removed: Best-in-Class] selection [removed: process; SRI (Socially] [added: process based on MSCI ESG Ratings; Socially] Responsible [removed: Investment)] [added: Investment (SRI)] Indexes that [removed: take into account] [added: exclude companies based on] certain values, norms or ethical standards; Environmental Indexes, including Low Carbon [removed: and] [added: Indexes,] Fossil Fuels Exclusion [removed: Indexes,] [added: Indexes] and benchmarks that [removed: focus on alternative] [added: represent the markets for renewable] energy [removed: or] [added: and] clean technology; and [removed: Custom Indexes] [added: custom indexes] based on [removed: clients’] [added: client-defined] ESG [removed: requirements.] [added: specifications.] |
| | • | | _Global Industry Classification Standard [removed: (GICS®)_.] [added: (GICS_ _®__)_.] GICS was developed and is maintained jointly by MSCI and Standard & Poor’s Financial Services, LLC, a subsidiary of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”). This classification system was designed to respond to [removed: our] clients’ needs for a comprehensive, consistent and accurate framework for classifying companies into industries. GICS is widely accepted as an industry analysis framework for investment research, portfolio management and asset allocation. [removed: Our] [added: MSCI’s] equity index products classify constituent securities according to GICS. [added: We] |
[added: | | offer] GICS [added: Direct, a joint product of MSCI and Standard & Poor’s. GICS] Direct is a database [removed: of approximately] [added: comprising over] 44,000 active companies and more than [removed: 52,000] [added: 54,000] securities classified by sector, industry group, industry and sub-industry in accordance with [added: the] proprietary GICS methodology. [added: |]
[removed: Our] ESG products [added: from MSCI] include:
MSCI [removed: ESG Research products include] [added: develops] screening and modeling tools that allow [removed: institutional investors and asset managers to:] [added: users to] align investments with a set of ESG values such as perceptions of certain business activities, religious views or international norms; generate buy/restricted lists of companies that meet those criteria; understand the implications of restrictions on portfolios; and examine company specific profiles.
[removed: MSCI] [added: _ESG integration_—MSCI] ESG Research [removed: products also provide ESG] [added: provides in-depth] ratings and analysis [removed: on] [added: of ESG-related business practices of] thousands of companies worldwide.
| | • | | _MSCI ESG GovernanceMetrics._ MSCI ESG GovernanceMetrics provides institutional investors with corporate governance research and data on over [removed: 6,000] [added: 7,000] public companies worldwide. Asset managers and [removed: asset] owners can access company profiles, rankings and underlying governance and accounting metrics to satisfy client investment guidelines, enhance engagement [removed: activities,] [added: activities] and manage potential portfolio risks. |
| | • | | _Portfolio Analysis Service (“PAS”)._ PAS is a single platform for real estate risk management and performance attribution that analyzes the strengths and weaknesses of a real estate portfolio’s performance relative to its benchmark. PAS provides portfolio management tools that are designed to assist in building effective real estate portfolios, allowing users to gain additional portfolio insight to help them make informed investment decisions. Performance attribution enables users to analyze the sources of portfolio risk and return on an absolute or relative basis. PAS [removed: has led the way in providing] [added: provides] real estate investors with a granular understanding of the exposures and returns of their real estate portfolio, from the building to the fund level. |
| | • | | _IPD Global Intel_. IPD Global Intel is [removed: an extensive global] [added: a] databank that equips asset owners, researchers, strategists and portfolio and risk managers with data analytics to enhance their understanding of [removed: local and] [added: local,] regional [added: and global] real estate performance and risks. IPD Global Intel comprises a consolidated set of global, regional, national, city and submarket indexes with breakdowns by property type. Drawing from actual performance data on [removed: more than 1,500] [added: approximately 1,300] funds and [removed: 79,000] [added: 66,000] real estate assets, IPD Global Intel provides investors and managers an authoritative view of market [removed: trends,] [added: trends and time series,] as well as actionable information on property markets for more than 30 countries. |
MSCI offers content, applications and services to support the needs of institutional investors throughout their investment processes.
Clients look to us for an integrated view of the drivers of risk and return in their portfolios, broad and deep asset class coverage, quality data, an objective perspective and innovation.
We provide products and services that support global investing and for decades have helped institutional investors address challenging investment and risk problems.
Equity factor investing was pioneered in the 1970s based on research, data and analytics developed by Barra – part of MSCI since 2004.
We continue to innovate in the development of indexes and analytical models; provision of ratings and analysis that enables institutional investors to integrate environmental, social and governance (“ESG”) factors into their investment strategies; and analysis of real estate in both privately and publicly owned portfolios.
Clients use our content and applications to help construct portfolios and allocate assets.
Our analytical tools help them measure and manage risk across all major asset classes.
Our powerful computational and reporting engine can process large multi-asset class portfolios on an intra-day basis.
We offer clients the flexibility to tailor MSCI products and services and integrate them into their own workflows.
Institutional investors use MSCI’s offerings to achieve a wide range of objectives.
_Benchmarking_—Institutional investors worldwide use indexes from MSCI to evaluate the performance of their funds.
_Index-linked product creation_—MSCI indexes are used as the basis for products such as ETFs.
MSCI is a leading provider of equity indexes to the equity ETF industry, with approximately 800 ETFs based on MSCI equity indexes listed around the world.
_Portfolio construction_—Asset managers use our research, data and multi-asset class and multi-currency models to help build portfolios and allocate assets.
Our global equity content sets provide tools for portfolio optimization and back-testing.
Asset managers also construct portfolios by replicating or tracking MSCI indexes.
_Risk management_—MSCI’s tools for statistical analysis provide clients with a broad range of risk calculations on a daily and weekly basis.
One of our best-known statistical models calculates Value at Risk (“VaR”), which estimates the largest possible loss that could be incurred in a portfolio at a specific confidence level over a given period of time.
We offer an extensive library of stress testing scenarios that enable clients to design and run stress tests that reflect their own investment parameters.
Our ratings and analysis can help institutional investors pursue their sustainable long-term investing goals and uncover risks and opportunities that traditional investment research may not detect.
_Performance attribution_—MSCI offers a suite of performance attribution models with which to analyze the sources of portfolio performance on an absolute or relative basis.
Our tools are multi-asset class and multi-currency, and we collect market and asset data daily.
A streamlined workflow makes attribution reporting intuitive and efficient.
_Regulatory reporting_—We help institutional investors comply with regulatory reporting requirements around the world.
Our processing capability enables us to create and implement a broad range of customized reports.
Our Business Model
Fees may vary by product or service, number of users or volume of services.
Recurring subscriptions include MSCI’s managed services offering, whereby we oversee the production of risk and performance reports on behalf of clients.
Clients also subscribe to periodic benchmark reports, digests and other publications associated with our real estate products.
Sources of revenue consisted of $857.5 million in recurring subscriptions, $198.0 million in revenue from asset-based fees, and $19.5 million in non-recurring revenue.
Our Product Segments
MSCI operates in four segments: Index, Analytics, ESG and Real Estate.
Because the operating segments of ESG and Real Estate do not meet segment disclosure reporting thresholds, ESG and Real Estate are combined and presented as part of the All Other segment for reporting purposes.
This segment structure reflects a change that we made to our reportable and operating segments during the year ended December 31, 2015 to better align our financial reporting with how our products and services are offered to our clients, as well as to offer additional insight into how the Company is being managed.
See Note 1, “Introduction and Basis of Presentation,” and Note 13, “Segment Information,” of the Notes to Consolidated Financial Statements included herein for additional information on our current segment reporting structure.
The following table presents operating revenue and Adjusted EBITDA by reportable segment for the year ended December 31, 2015:
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Year Ended December 31, 2015 | | | | | | | | | | | | | | |
| | | Operating Revenues | | | | Percentage of total (%) | | | | Adjusted EBITDA(1) | | | | Percentage of total (%) | | |
For more than 40 years, MSCI’s research-based models and methodologies have helped the world’s leading investors build and manage better portfolios.
Clients rely on our products and services for deeper insights into the drivers of performance and risk in their portfolios, broad asset class coverage and innovative research and can use our products to help design and implement their investment strategies.
Our line of products and services includes indexes, analytical tools, data, real estate benchmarks and environmental, social and governance (“ESG”) research.
As of December 31, 2014, we had approximately 6,700 clients across 87 countries.
We had offices in 35 cities in 22 countries to help serve our diverse client base, with 51.0% of our revenues coming from clients in the Americas, 36.5% in Europe, the Middle East and Africa (“EMEA”) and 12.5% in Asia and Australia.
See “—Clients” below for an explanation of how we calculate our number of clients.
Our flagship products are the global equity indexes and ESG products marketed under the MSCI and MSCI ESG Research brands, the private real estate benchmarks marketed under the IPD brand, the portfolio risk and performance analytics covering global equity markets marketed under the Barra brand, the multi-asset class, market and credit risk analytics marketed under the RiskMetrics and Barra brands and the performance reporting products and services offered to the investment consultant community marketed under the InvestorForce brand.
For the year ended December 31, 2014, $801.2 million, or 80.4%, of our revenues was attributable to annual, recurring subscriptions.
In November 2007, we completed an initial public offering (“IPO”) of 16.1 million shares of our class A common stock.
In connection with the IPO, we reclassified our outstanding common stock into shares of class A common stock and class B common stock and immediately following the IPO, Morgan Stanley and Capital Group International held 81.0 million and 2.9 million shares of our class B common stock, respectively.
Morgan Stanley and Capital Group International converted and sold their remaining shares of our class B common stock in subsequent registered secondary equity offerings from May 2008 through May 2009.
Although we began the transition to an independent, stand-alone public company at the time of our IPO in November 2007, we became a fully independent, stand-alone public company following the May 2009 secondary offering.
At MSCI’s annual shareholders meeting held on May 2, 2012, the shareholders approved amendments to the MSCI Amended and Restated Certificate of Incorporation to (i) eliminate our authorized class B common stock, (ii) increase the total number of authorized shares of class A common stock by the aggregate number of shares of class B common stock being eliminated, (iii) rename our class A common stock as “common stock” and (iv) make certain other conforming changes.
In June 2010, we acquired RiskMetrics Group, LLC (formerly RiskMetrics Group, Inc., “RiskMetrics”), a leading provider of risk management and governance products and services, in a cash-and-stock transaction valued at $1,572.4 million.
The acquisitions of these companies have permitted us to offer research and analysis products that provide our clients with research reports and analytical tools covering many investment criteria that we believe have become increasingly important to investors, including ESG products and services.
On April 30, 2014, we completed the sale of ISS which, together with the CFRA product line, made up our Governance segment.
Measurisk’s products and clients are part of our Hedge Fund Risk Transparency Solutions products.
In November 2012, we acquired real estate performance measurement group IPD Group Limited (“IPD”), a leading provider of real estate performance analysis for funds, investors, managers, lenders and occupiers that offers a wide range of services including research, real estate risk management and performance attribution tools, reporting, benchmarking and indexes.
Revenues attributable to IPD’s product offerings are included in our index, real estate and ESG products category.
Revenues attributable to InvestorForce’s product offerings are included in our risk management analytics products category.
We believe this acquisition enhances our existing platform of ESG research and tools, allowing us to deliver a more comprehensive suite of ESG products and services to our clients.
Revenues attributable to GMI Ratings product offerings are included in our index, real estate and ESG products category.
Over the course of more than 40 years, we believe our organization has accumulated an in-depth understanding of the investment process worldwide.
Based on this wealth of knowledge, we have created and continue to develop, enhance and refine sophisticated tools to meet the growing, complex and diverse needs of our clients’ investment processes.
Our models and methodologies are the intellectual foundation of our business and include the innovative algorithms, formulas and analytical and quantitative techniques that we use, together with market data, to produce our products.
Our long history has allowed us to build extensive databases of proprietary index, risk and ESG data, as well as accumulate valuable historical market data, which we believe would be difficult to replicate and which provides us with a substantial competitive advantage.
Our revenues and the number of our employees have grown significantly, both organically and through acquisitions, such as those described above.
As we have grown, we have increased our operations outside of the United States.
Prior to March 31, 2014, we reported our financial results for two segments: the Performance and Risk business and the Governance business.
These designations were made as the discrete operating results of these segments were reviewed by our chief operating decision maker, or CODM, for purposes of making operating decisions and assessing financial performance.
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS, which, together with the CFRA product line disposed of in March 2013, made up our Governance segment.
As a result, we began operating and reporting as a single reportable segment.
Our performance and risk products include indexes, portfolio risk and performance analytics, multi-asset class market analytics, various real estate products and ESG products.
We also have product offerings in the areas of energy and commodity asset valuation analytics.
Our products are generally comprised of proprietary index data, proprietary risk and analytics data, proprietary real estate data and ESG ratings, analysis and research delivered via data feeds and proprietary software applications.
Our indexes and risk data are created by applying our models and methodologies to market, company and fundamental data.
For example, we input closing stock prices and other market data into our index methodologies to calculate our equity index data, and we input fundamental data and other market data into our risk models to produce risk forecasts for individual assets and portfolios of multiple asset classes, including equities, fixed income, commodities, foreign exchange, futures, options, derivatives, structured products, interest-rate products, credit products and private investments, such as private equity and private real estate.
Our clients can use our data together with our proprietary software applications, third-party applications or their own applications in their investment process.
Our software applications offer our clients sophisticated portfolio analytics to perform in-depth analysis of their portfolios, using our risk data, the client’s portfolio data and fundamental and market data.
Our equity index products are typically branded “MSCI” and “MSCI ESG.” Our private real estate benchmarks and indexes are typically branded “IPD.” Our portfolio risk and performance analytics are typically branded “Barra” and “RiskMetrics.” Our performance reporting products and services offered to the investment consultant community are typically branded “InvestorForce.” In addition to MSCI ESG indexes, we offer other ESG products that are branded “MSCI ESG Research.” Our valuation models and risk management software for the energy and commodities markets are typically branded “FEA.”
An excerpt. Shown here: 40 of 107 rewritten, 40 of 205 added and 40 of 98 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2015 filing and the FY2014 filing.
Item 3. Legal Proceedings
1 rewritten, 2 added, 0 removed, 4 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
Therefore, it is possible that our business, operating results, financial condition or cash flows in a particular period could be materially adversely affected [removed: by certain contingencies.]
##### [Table of Contents](#toc)
by certain contingencies.
Cover and table of contents
27 rewritten, 4 added, 5 removed, 69 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
For the fiscal year ended December 31, [removed: 2014][added: 2015]
The aggregate market value of Common Stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price of these securities as reported by The New York Stock Exchange on June 30, [removed: 2014)] [added: 2015)] was [removed: $5,241,587,917.][added: $6,693,433,307.]
As of February [removed: 20, 2015,] [added: 19, 2016,] there were [removed: 127,233,209] [added: 98,786,211] shares of the [removed: Registrant’s $0.01] [added: registrant’s Common Stock,] par value [removed: Common Stock] [added: $0.01 per share,] outstanding.
Documents incorporated by reference: Portions of the [removed: Registrant’s] [added: registrant’s] proxy statement for its annual meeting of stockholders, to be held on April [removed: 30, 2015,] [added: 28, 2016,] are incorporated herein by reference into Part III of this Form 10-K.
FOR THE YEAR ENDED DECEMBER 31, [removed: 2014][added: 2015]
| Item 1. | | [removed: [Business](#toc832959_2)] [added: [Business](#toc20757_1)] | | | 1 | |
| Item 1A. | | [Risk [removed: Factors](#toc832959_3)] [added: Factors](#toc20757_2)] | | | [removed: 17] [added: 19] | |
| Item 1B. | | [Unresolved Staff [removed: Comments](#toc832959_4)] [added: Comments](#toc20757_3)] | | | [removed: 42] [added: 45] | |
| Item 2. | | [removed: [Properties](#toc832959_5)] [added: [Properties](#toc20757_4)] | | | [removed: 42] [added: 45] | |
| Item 3. | | [Legal [removed: Proceedings](#toc832959_6)] [added: Proceedings](#toc20757_5)] | | | [removed: 42] [added: 45] | |
| Item 4. | | [Mine Safety [removed: Disclosures](#toc832959_7)] [added: Disclosures](#toc20757_6)] | | | [removed: 42] [added: 46] | |
| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc832959_9)] [added: Securities](#toc20757_7)] | | | [removed: 43] [added: 47] | |
| Item 6. | | [Selected Consolidated Financial [removed: Data](#toc832959_10)] [added: Data](#toc20757_8)] | | | [removed: 48] [added: 52] | |
| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc832959_11)] [added: Operations](#toc20757_9)] | | | [removed: 50] [added: 54] | |
| Item 7A. | | [Qualitative and Quantitative Disclosures About Market [removed: Risk](#toc832959_12)] [added: Risk](#toc20757_10)] | | | [removed: 75] [added: 88] | |
| Item 8. | | [Financial Statements and Supplementary [removed: Data](#toc832959_13)] [added: Data](#toc20757_11)] | | | [removed: 76] [added: 89] | |
| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc832959_14)] [added: Disclosure](#toc20757_12)] | | | [removed: 76] [added: 89] | |
| Item 9A. | | [Controls and [removed: Procedures](#toc832959_15)] [added: Procedures](#toc20757_13)] | | | [removed: 77] [added: 89] | |
| Item 9B. | | [Other [removed: Information](#toc832959_16)] [added: Information](#toc20757_14)] | | | [removed: 78] [added: 90] | |
| [PART [removed: III](#toc832959_17)] [added: III](#toc20757_23)] | | | | | | [removed: [](#toc832959_17)] [added: [](#toc20757_23)] |
| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc832959_18)] [added: Governance](#toc20757_15)] | | | [removed: 79] [added: 91] | |
| Item 11. | | [Executive [removed: Compensation](#toc832959_19)] [added: Compensation](#toc20757_16)] | | | [removed: 79] [added: 91] | |
| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc832959_20)] [added: Matters](#toc20757_17)] | | | [removed: 79] [added: 91] | |
| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc832959_21)] [added: Independence](#toc20757_18)] | | | [removed: 79] [added: 91] | |
| Item 14. | | [Principal Accounting Fees and [removed: Services](#toc832959_22)] [added: Services](#toc20757_19)] | | | [removed: 79] [added: 91] | |
| Item 15. | | [removed: [Exhibits and] [added: [Exhibits,] Financial Statement [removed: Schedules](#toc832959_24)] [added: Schedules](#toc20757_20)] | | | [removed: 80] [added: 92] | |
_Except as the context otherwise indicates, the terms “MSCI,” the “Company,” “we,” “our” and “us” refer to MSCI Inc. together with its [removed: subsidiaries.][added: subsidiaries._]
10-K 1 d20757d10k.htm FORM 10-K
| [PART I](#toc20757_21) | | | | | | [](#toc20757_21) |
| [PART II](#toc20757_22) | | | | | | [](#toc20757_22) |
| [PART IV](#toc20757_24) | | | | | | [](#toc20757_24) |
10-K 1 d832959d10k.htm 10-K
| [PART I](#toc832959_1) | | | | | | [](#toc832959_1) |
| [PART II](#toc832959_8) | | | | | | [](#toc832959_8) |
| [PART IV](#toc832959_23) | | | | | | [](#toc832959_23) |
Unless otherwise indicated, financial results, operating metrics and percentage changes reflect continuing operations, which have been adjusted to reflect the disposition of Institutional Shareholder Services Inc. (“ISS”)._
Item 2. Properties
4 rewritten, 2 added, 2 removed, 16 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
As of December 31, [removed: 2014,] [added: 2015,] our principal offices consisted of the following leased properties:
| Location | | Square Feet | | | | Number [removed: of Offices] [added: of Offices] | | | | Expiration Date |
| Budapest, Hungary | | | 44,225 | | | | 1 | | | [removed: January] [added: February] 29, 2024 |
As of December 31, [removed: 2014,] [added: 2015,] we also leased and occupied [removed: sales and client support] offices in the following locations: [added: San Francisco, California; Chicago, Illinois;] Hong Kong, China; [removed: Chicago, Illinois;] Frankfurt, Germany; [added: Paris, France;] Shanghai, China; [removed: San Francisco, California;] Sydney, Australia; Tokyo, Japan; Ann Arbor, Michigan; Portland, Maine; Toronto, Canada; Singapore; [removed: Almere,] [added: Amsterdam,] Netherlands; [removed: Paris, France;] Johannesburg, South Africa; Gaithersburg, [removed: Massachusetts;] [added: Maryland;] Cape Town, South Africa; Milan, Italy; Stockholm, Sweden; Sao Paolo, Brazil; Dubai, United Arab Emirates; [added: Seoul, Korea;] Taipei, Taiwan; [removed: Santiago, Chile;] and [removed: Seoul, Korea.][added: Santiago, Chile.]
| Mumbai, India | | | 126,286 | | | | 1 | | | September 30, 2018 |
| London, England | | | 32,365 | | | | 1 | | | December 25, 2026 |
| Mumbai, India | | | 173,081 | | | | 2 | | | December 7, 2017 and September 30, 2018 |
| London, England | | | 40,935 | | | | 1 | | | January 28, 2022 |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
35 rewritten, 36 added, 31 removed, 46 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
Our common stock has traded on the New York Stock Exchange since November 15, 2007 and trades under the symbol “MSCI.” As of February [removed: 20, 2015,] [added: 19, 2016,] there were [removed: 138] [added: 146] shareholders of record of our common stock.
The following table [removed: sets forth] [added: presents] the high and low closing sales prices per share [added: and cash dividends declared and distributed per share] of our common stock from January 1, [removed: 2013] [added: 2014] through December 31, [removed: 2014.][added: 2015.]
| [added: | |] Years Ended | | [removed: High] | | | | [removed: Low] | | | [added: | | | | | | | | | |]
| December 31, 2014 | | | | | | | | | [added: | | | |]
| First Quarter | | $ | 46.27 | | | $ | 40.28 | | [added: | $ | — | |]
| Second Quarter | | $ | 45.85 | | | $ | 40.54 | | [added: | $ | — | |]
| Third Quarter | | $ | 48.98 | | | $ | 43.90 | | [added: | $ | — | |]
| Fourth Quarter | | $ | 48.92 | | | $ | 42.20 | | [added: | $ | 0.18 | |]
On February [removed: 20, 2015,] [added: 19, 2016,] the per share closing price of our common stock on the New York Stock Exchange was [removed: $58.03.][added: $71.55.]
[removed: Accordingly, the] [added: On February 2, 2016, our] Board of Directors declared [removed: a] [added: our next] quarterly [removed: dividend] [added: cash dividend, in an amount] of [removed: $0.18] [added: $0.22] per share of common stock, [removed: which was] [added: to be] paid on [removed: October 31, 2014] [added: March 11, 2016] to shareholders of record as of the close of trading on [removed: October 15, 2014.][added: February 19, 2016.]
Under the MSCI Inc. Director Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days [removed: following separation of service.]
On April 9, 2008, our shareholders approved the MSCI Amended and Restated 2007 Equity Incentive Compensation Plan (as further amended, the “MSCI [removed: EICP”).][added: EICP”) and the MSCI Inc. Performance Formula and Incentive Plan (the “Performance Plan”).]
The MSCI EICP permits the Compensation Committee to make grants of a variety of equity based awards (such as stock, restricted stock, stock units and options) totaling up to [removed: 12.5 million] [added: 12,500,000] shares to eligible recipients, including employees and consultants.
No awards [added: are permitted to be granted] under this plan [removed: are permitted] after April 9, 2018.
The following table [removed: sets forth] [added: presents] certain information with respect to our equity compensation plans at December 31, [removed: 2014:][added: 2015:]
| | | Number of Securities to be Issued Upon Vesting of Restricted Stock Units and Exercise of Outstanding [removed: Options a] [added: Options a] | | | | Weighted Average Unit Award Value of Restricted Stock Units and Weighted-Average Exercise Price of Outstanding [removed: Options b] [added: Options b] | | | | Number [removed: of Securities Remaining Available for Future Issuance under Equity Compensation Plans] [added: of Securities Remaining Available for Future Issuance under Equity Compensation Plans] (excluding securities reflected in column [removed: (a)) c] [added: (a)) c] | | |
| MSCI Independent Directors’ Equity Compensation Plan(1) | | | [removed: 27,447] [added: 42,229] | | | $ | [removed: 41.71] [added: 52.20] | | | | [removed: 313,359] [added: 352,564] | |
| MSCI Amended and Restated 2007 Equity Incentive Compensation Plan | | | [removed: 2,235,511] [added: 1,259,124] | | | $ | [removed: 31.06] [added: 43.71] | | | | [removed: 6,022,848] [added: 6,372,957] | |
| RiskMetrics Group, Inc. 2004 Stock Option Plan | | | [removed: 159,727] [added: 62,689] | | | $ | [removed: 15.92] [added: 19.72] | | | | — | |
| RiskMetrics Group, Inc. 2007 Omnibus Incentive Compensation Plan | | | [removed: 268,556] [added: 196,210] | | | $ | [removed: 23.07] [added: 22.22] | | | | — | |
On [removed: December 13, 2012,] [added: September 18, 2014,] as part of the [removed: 2012] [added: 2014] Repurchase Program, [removed: we] [added: the Company] entered into an [removed: accelerated share repurchase (“ASR”)] [added: ASR] agreement [removed: with a financial institution] to initiate share repurchases aggregating [removed: $100.0] [added: $300.0] million (the [removed: “December 2012] [added: “September 2014] ASR Agreement”).
As a result of the [removed: December 2012] [added: September 2014] ASR Agreement, [removed: we] [added: the Company] received [removed: 2.2] [added: approximately 4.5] million shares [added: of MSCI’s common stock] on [removed: December 14, 2012] [added: September 19, 2014] and [removed: 0.8] [added: approximately 1.2] million shares [added: of MSCI’s common stock] on [removed: July 31, 2013] [added: May 21, 2015] for a combined average [removed: purchase] price of [removed: $33.47] [added: $52.79] per share.
On February 6, 2014, MSCI utilized the remaining [added: $100.0 million] repurchase authorization provided by the 2012 Repurchase [removed: Program by entering into a third ASR agreement to initiate share repurchases aggregating $100.0 million (the “February 2014 ASR Agreement”).][added: Program.]
On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common [removed: stock] [added: stock, which was increased to $850.0 million on September 17, 2014] (the “2014 Repurchase Program”).
Share repurchases made pursuant to [removed: 2014] [added: the 2015] Repurchase Program may take place [removed: through December 31, 2016] in the open market or in privately negotiated transactions from time to time based on market and other conditions.
This authorization may be modified, [removed: suspended, terminated] [added: suspended] or [removed: extended] [added: terminated] by the Board of Directors at any time without prior notice.
The following table provides information with respect to purchases made by or on behalf of the Company of its common stock during the quarter ended December 31, [removed: 2014.][added: 2015.]
| Period | | [removed: Total Number of] [added: Total Number of] Shares Purchased (1) | | | | [removed: Average Price] [added: Average Price] Paid Per Share | | | | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares [removed: that May] [added: that May] Yet [removed: Be Purchased Under the Plans] [added: Be Purchased Under the Plans] or Programs (2) | | |
| (1) | Includes (i) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock [removed: and] [added: units;] (ii) shares [added: withheld to satisfy tax withholding obligations and exercise price on behalf of employees that occur upon exercise and delivery of outstanding shares underlying stock options; and (iii) shares] held in treasury under the MSCI Inc. Director Deferral Plan. The value of the shares withheld were determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company. [added: The amount also includes shares repurchased under the 2014 Repurchase Program.] |
| (2) | See Note [removed: 6, “Commitments And Contingencies”] [added: 10, “Shareholders’ Equity”] of the Notes to the Consolidated Financial Statements [added: included herein] for further information regarding our stock repurchase [removed: program.] [added: programs.] |
Recent Sales of Unregistered [removed: Securities.][added: Securities]
The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock Index and the NYSE Composite Index since [removed: November 30, 2009] [added: December 31, 2010] assuming an investment of $100 at the closing price on [removed: November 30, 2009.][added: December 31, 2010.]
This graph is not “soliciting material,” is not to be deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of [removed: 1933, as amended,] [added: 1933] or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
[removed: ][added: ]
| | | December [removed: 31, 2014] [added: 31, 2015] | | | | December [removed: 31, 2013] [added: 31, 2014] | | | | December [removed: 31, 2012] [added: 31, 2013] | | | | December [removed: 31, 2011] [added: 31, 2012] | | | | [removed: November 30, 2010] [added: December 31, 2011] | | |
| Years Ended | | High | | | | Low | | | | Dividends per Share of Common Stock | | |
| December 31, 2015 | | | | | | | | | | | | |
| First Quarter | | $ | 61.31 | | | $ | 47.24 | | | $ | 0.18 | |
| Second Quarter | | $ | 63.75 | | | $ | 60.32 | | | $ | 0.18 | |
| Third Quarter | | $ | 68.16 | | | $ | 57.78 | | | $ | 0.22 | |
| Fourth Quarter | | $ | 72.85 | | | $ | 57.95 | | | $ | 0.22 | |
following separation of service.
On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Non-Employee Director Equity Compensation Plan (the “2016 Director Plan”), a new cash and equity incentive compensation plan that the Company will propose for approval at the Company’s 2016 annual meeting of shareholders.
The Company does not expect to reserve any additional shares of common stock for issuance in connection with the 2016 Director Plan.
On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Omnibus Plan (“Omnibus Plan”), a new equity incentive compensation plan that the Company will propose for approval at the Company’s 2016 annual meeting of shareholders.
Pursuant to the Omnibus Plan, the Company will reserve additional shares of common stock for issuance (resulting in an expected aggregate reserve of 7.5 million shares (inclusive of the share reserve remaining under the MSCI EICP); _plus_ any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, as described in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included herein), which will be registered under the Securities Act if the plan is approved by the Company’s shareholders.
This is in addition to currently outstanding awards under the MSCI EICP.
The Company will continue to maintain the Performance Plan and may make tax-qualified awards pursuant to this plan.
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| Total | | | 1,560,252 | | | $ | 40.27 | | | | 6,725,521 | |
| | | | | | | | | | | | | |
Prior to 2014, the Company repurchased an aggregate of $200.0 million worth of shares of MSCI’s common stock through multiple accelerated share repurchase (“ASR”) agreements under the 2012 Repurchase Program.
On October 14, 2015, the Company exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program.
On October 28, 2015, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of MSCI’s common stock (the “2015 Repurchase Program”).
On June 2, 2015, the Company began purchasing shares of its common stock on the open market in accordance with SEC Rule 10b5-1.
Through December 31, 2015, the Company paid $670.8 million to receive approximately 10.7 million shares of MSCI’s common stock on the open market as part of both the 2014 Repurchase Program and the 2015 Repurchase Program.
Pursuant to the 2014 Repurchase Program and the 2015 Repurchase Program, as of December 31, 2015, the Company purchased a total of 16.4 million shares of MSCI’s common stock for an average purchase price of $59.22 per share.
Since September 2014 and through December 31, 2015, approximately $1.1 billion was returned through share repurchases and cash dividends and a total of $1.4 billion was returned to shareholders since 2012.
| Month #1 (October 1, 2015-October 31, 2015) | | | 2,273,483 | | | $ | 59.29 | | | | 2,269,186 | | | $ | 1,000,000,000 | |
| Month #2 (November 1, 2015-November 30, 2015) | | | 695,301 | | | $ | 68.33 | | | | 688,223 | | | $ | 952,974,000 | |
| Month #3 (December 1, 2015-December 31, 2015) | | | 1,047,474 | | | $ | 70.44 | | | | 1,046,354 | | | $ | 879,283,000 | |
| Total | | | 4,016,258 | | | $ | 63.76 | | | | 4,003,763 | | | $ | 879,283,000 | |
The Company has issued an aggregate principal amount of $1.6 billion in senior unsecured notes in two discrete private placements, each in the amount of $800.0 million, to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act.
The Company completed its offering of the 2025 Senior Notes on August 13, 2015 and its offering of the 2024 Senior Notes on November 20, 2014.
The Senior Notes have not been registered under the Securities Act or any state securities laws.
There were no unregistered sales of equity securities in the year ended December 31, 2015.
| MSCI Inc. | | $ | 188 | | | $ | 122 | | | $ | 112 | | | $ | 80 | | | $ | 85 | |
| S&P 500 | | $ | 181 | | | $ | 178 | | | $ | 157 | | | $ | 118 | | | $ | 102 | |
| NYSE Composite Index | | $ | 145 | | | $ | 151 | | | $ | 141 | | | $ | 112 | | | $ | 97 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| December 31, 2013 | | | | | | | | |
| First Quarter | | $ | 34.67 | | | $ | 31.79 | |
| Second Quarter | | $ | 35.73 | | | $ | 32.34 | |
| Third Quarter | | $ | 41.01 | | | $ | 33.72 | |
| Fourth Quarter | | $ | 44.71 | | | $ | 38.31 | |
We expect the initial annual dividend rate to be $0.72 per share.
On February 3, 2015, the Board of Directors declared a quarterly dividend of $0.18 per share of common stock to be paid on March 13, 2015 to shareholders of record as of the close of trading on February 20, 2015.
| Total | | | 2,691,241 | | | $ | 29.47 | | | | 6,336,207 | |
On August 1, 2013, we entered into a second ASR agreement to initiate share repurchases aggregating $100.0 million (the “August 2013 ASR Agreement”).
As a result of the August 2013 ASR Agreement, we received 1.9 million shares on August 2, 2013 and 0.5 million shares on December 30, 2013 for a combined average purchase price of $41.06 per share.
As a result of the February 2014 ASR Agreement, the Company received 1.7 million shares on February 7, 2014 and 0.6 million shares on May 5, 2014 for a combined average purchase price of $43.10 per share.
On September 17, 2014, the Board of Directors increased the approval under the 2014 Repurchase Program from $300.0 million to $850.0 million.
On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into a fourth ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”).
As a result of the September 2014 ASR Agreement, on September 19, 2014, the Company paid $300.0 million in cash and received approximately 4.5 million shares of MSCI’s common stock.
The total number of shares to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices of our common stock on each trading day during the repurchase period.
This average price will be capped such that only under limited circumstances will the Company be required to deliver shares or pay cash at settlement.
The Company may also receive additional shares at or prior to maturity of the September 2014 ASR Agreement in May 2015.
The $300.0 million payment for the September 2014 ASR Agreement was split and recorded as a $210.0 million increase to “Treasury stock” and a $90.0 million decrease to “Additional paid in capital” on the Company’s Consolidated Statement of Financial Condition to reflect the initial estimate of the value of shares received.
| Month #1 (October 1, 2014-October 31, 2014) | | | 1,763 | | | $ | 45.70 | | | | — | | | $ | 550,000,000 | |
| Month #2 (November 1, 2014-November 30, 2014) | | | 1,337 | | | $ | 48.50 | | | | — | | | $ | 550,000,000 | |
| Month #3 (December 1, 2014-December 31, 2014) | | | 2,424 | | | $ | 47.01 | | | | — | | | $ | 550,000,000 | |
| Total | | | 5,524 | | | $ | 46.95 | | | | — | | | $ | 550,000,000 | |
None.
| | | For the Years Ended | | | | | | | | | | | | | | | | | | |
| MSCI Inc. | | $ | 156 | | | $ | 143 | | | $ | 102 | | | $ | 108 | | | $ | 112 | |
| S&P 500 | | $ | 188 | | | $ | 169 | | | $ | 130 | | | $ | 115 | | | $ | 108 | |
| NYSE Composite Index | | $ | 153 | | | $ | 147 | | | $ | 119 | | | $ | 105 | | | $ | 105 | |
Item 6. Selected Consolidated Financial Data
37 rewritten, 30 added, 32 removed, 10 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
The selected Consolidated Statement of Income data for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] and the selected Consolidated Statement of Financial Condition data as of December 31, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] are derived from our audited consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.
Our consolidated financial statements for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] have been audited and reported upon by an independent registered public accounting firm in each period.
The selected Consolidated Statement of Income data for the years ended December 31, [removed: 2011 and November 30, 2010] [added: 2012] and [removed: for the one month ended December 31, 2010] [added: 2011] and the selected Consolidated Statement of Financial Condition data as of December 31, [removed: 2012, 2011 and 2010] [added: 2013, 2012] and [removed: November 30, 2010] [added: 2011] are derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K.
| | | As of or [removed: for the | | | |] [added: For the Years Ended] | | | | | | | | | | | | | | | | | | |
| | | December 31, [removed: 2014] [added: 2015] (1) | | | | December 31, [removed: 2013] [added: 2014] (2) | | | | December 31, [removed: 2012 (3)] [added: 2013 (4)] | | | | December 31, [removed: 2011 | | | | November 30, 2010(4)] [added: 2012 (5)] | | | | December 31, [removed: 2010] [added: 2011] | | |
| | | (in thousands, except operating margin and per share data) | | | | | | | | | | | | | | | | | | | [removed: | | | |]
| Operating revenues | | $ | [removed: 996,680 | | | $ | 913,364] [added: 1,075,013] | | | $ | [removed: 826,990] [added: 996,680] | | | $ | [removed: 781,355] [added: 913,364] | | | $ | [removed: 604,307] [added: 826,990] | | | $ | [removed: 61,841] [added: 781,355] | |
| Total operating expenses | | | [removed: 659,514 | | | | 573,033] [added: 671,115] | | | | [removed: 508,755] [added: 659,514] | | | | [removed: 484,193] [added: 573,033] | | | | [removed: 406,629] [added: 508,755] | | | | [removed: 38,993] [added: 484,193] | |
| Operating income | | | [removed: 337,166 | | | | 340,331] [added: 403,898] | | | | [removed: 318,235] [added: 337,166] | | | | [removed: 297,162] [added: 340,331] | | | | [removed: 197,678] [added: 318,235] | | | | [removed: 22,848] [added: 297,162] | |
| Other expense (income), net | | | [removed: 28,828 | | | | 27,503] [added: 54,344] | | | | [removed: 57,434] [added: 28,828] | | | | [removed: 59,592] [added: 27,503] | | | | [removed: 51,341] [added: 57,434] | | | | [removed: 5,758] [added: 59,592] | |
| Provision for income taxes | | | [removed: 109,396 | | | | 112,918] [added: 119,516] | | | | [removed: 96,010] [added: 109,396] | | | | [removed: 78,634] [added: 112,918] | | | | [removed: 58,492] [added: 96,010] | | | | [removed: 5,238] [added: 78,634] | |
| Income from continuing operations | | | [removed: 198,942 | | | | 199,910] [added: 230,038] | | | | [removed: 164,791] [added: 198,942] | | | | [removed: 158,936] [added: 199,910] | | | | [removed: 87,845] [added: 164,791] | | | | [removed: 11,852] [added: 158,936] | |
| Income [added: (loss)] from discontinued operations, net of income taxes | | | [removed: 85,171 | | | | 22,647] [added: (6,390] | [added: )] | | | [removed: 19,447] [added: 85,171] | [added: (3)] | | | [removed: 14,518] [added: 22,647] | | | | [removed: 4,325] [added: 19,447] | | | | [removed: 1,972] [added: 14,518] | |
| Net income | | $ | [removed: 284,113 | | | $ | 222,557] [added: 223,648] | | | $ | [removed: 184,238] [added: 284,113] | | | $ | [removed: 173,454] [added: 222,557] | | | $ | [removed: 92,170] [added: 184,238] | | | $ | [removed: 13,824] [added: 173,454] | |
| Operating margin | | | [removed: 33.8 | % | | | 37.3] [added: 37.6] | % | | | [removed: 38.5] [added: 33.8] | % | | | [removed: 38.0] [added: 37.3] | % | | | [removed: 32.7] [added: 38.5] | % | | | [removed: 36.9] [added: 38.0] | % |
| Earnings per basic common share from continuing operations | | $ | [removed: 1.72 | | | $ | 1.66] [added: 2.11] | | | $ | [removed: 1.34] [added: 1.72] | | | $ | [removed: 1.31] [added: 1.66] | | | $ | [removed: 0.78] [added: 1.34] | | | $ | [removed: 0.10] [added: 1.31] | |
| Earnings per [removed: basic] [added: diluted] common share from [removed: discontinued] [added: continuing] operations | | | [removed: 0.73 | | | | 0.19] [added: (0.06] | [added: )] | | | [removed: 0.16] [added: 0.73] | | | | [removed: 0.12] [added: 0.19] | | | | [removed: 0.04] [added: 0.16] | | | | [removed: 0.01] [added: 0.12] | |
| Earnings per basic common share | | $ | [removed: 2.45 | | | $ | 1.85] [added: 2.05] | | | $ | [removed: 1.50] [added: 2.45] | | | $ | [removed: 1.43] [added: 1.85] | | | $ | [removed: 0.82] [added: 1.50] | | | $ | [removed: 0.11] [added: 1.43] | |
| Earnings per [removed: diluted] [added: basic] common share from continuing operations | | $ | [removed: 1.70 | | | $ | 1.64] [added: 2.09] | | | $ | [removed: 1.32] [added: 1.70] | | | $ | [removed: 1.29] [added: 1.64] | | | $ | [removed: 0.77] [added: 1.32] | | | $ | [removed: 0.10] [added: 1.29] | |
| Earnings per diluted common share from [removed: discontinued] [added: continuing] operations | | | [removed: 0.73 | | | | 0.19] [added: (0.06] | [added: )] | | | [removed: 0.16] [added: 0.73] | | | | [removed: 0.12] [added: 0.19] | | | | [removed: 0.04] [added: 0.16] | | | | [removed: 0.01] [added: 0.12] | |
| Earnings per [removed: diluted] [added: basic] common share | | $ | [removed: 2.43 | | | $ | 1.83] [added: 2.03] | | | $ | [removed: 1.48] [added: 2.43] | | | $ | [removed: 1.41] [added: 1.83] | | | $ | [removed: 0.81] [added: 1.48] | | | $ | [removed: 0.11] [added: 1.41] | |
| Weighted average shares outstanding used in computing earnings per share | | | | | | | | | | | | | | | | | | | | | [removed: | | | |]
| Basic | | | [removed: 115,737 | | | | 120,100] [added: 109,124] | | | | [removed: 122,023] [added: 115,737] | | | | [removed: 120,717] [added: 120,100] | | | | [removed: 112,074] [added: 122,023] | | | | [removed: 119,943] [added: 120,717] | |
| Diluted | | | [removed: 116,706 | | | | 121,074] [added: 109,926] | | | | [removed: 123,204] [added: 116,706] | | | | [removed: 122,276] [added: 121,074] | | | | [removed: 113,357] [added: 123,204] | | | | [removed: 121,803] [added: 122,276] | |
| | | As of or [removed: for the | | | |] [added: For the Years Ended] | | | | | | | | | | | | | | | | | | |
| | | December 31, [removed: 2014] [added: 2015] (1) | | | | December 31, [removed: 2013] [added: 2014] (2) | | | | December 31, [removed: 2012 (3)] [added: 2013 (4)] | | | | December 31, [removed: 2011 | | | | November 30, 2010(4)] [added: 2012 (5)] | | | | December 31, [removed: 2010] [added: 2011] | | |
| | | (in thousands, except operating margin and per share data) | | | | | | | | | | | | | | | | | | | [removed: | | | |]
| Dividends declared per common share | | $ | [removed: 0.18 | | | $ | —] [added: 0.80] | | | $ | [removed: —] [added: 0.18] | | | $ | — | | | $ | — | | | $ | — | |
| Cash and cash equivalents | | $ | [removed: 508,799 | | | $ | 358,434] [added: 777,706] | | | $ | [removed: 183,309] [added: 508,799] | | | $ | [removed: 252,211] [added: 358,434] | | | $ | [removed: 226,575] [added: 183,309] | | | $ | [removed: 269,423] [added: 252,211] | |
| Short-term investments | | $ | — | | | $ | — | | | $ | [removed: 70,898 | | | $ | 140,490] [added: —] | | | $ | [removed: 73,891] [added: 70,898] | | | $ | [removed: 72,817] [added: 140,490] | |
| Accounts receivable (net of allowances) | | $ | [removed: 178,717 | | | $ | 169,490] [added: 208,239] | | | $ | [removed: 153,557] [added: 178,717] | | | $ | [removed: 180,566] [added: 169,490] | | | $ | [removed: 147,662] [added: 153,557] | | | $ | [removed: 137,988] [added: 180,566] | |
| Goodwill and intangible assets, net of accumulated amortization | | $ | [removed: 1,998,532 | | | $ | 2,408,871] [added: 1,957,111] | | | $ | [removed: 2,438,827] [added: 1,998,532] | | | $ | [removed: 2,367,809] [added: 2,408,871] | | | $ | [removed: 2,437,264] [added: 2,438,827] | | | $ | [removed: 2,431,700] [added: 2,367,809] | |
| Deferred revenue | | $ | [removed: 310,775 | | | $ | 319,735] [added: 317,552] | | | $ | [removed: 308,022] [added: 310,775] | | | $ | [removed: 289,217] [added: 319,735] | | | $ | [removed: 271,300] [added: 308,022] | | | $ | [removed: 268,807] [added: 289,217] | |
| Total shareholders’ equity | | $ | [removed: 1,432,833 | | | $ | 1,564,347] [added: 901,487] | | | $ | [removed: 1,413,950] [added: 1,432,833] | | | $ | [removed: 1,294,151] [added: 1,564,347] | | | $ | [removed: 1,068,836] [added: 1,413,950] | | | $ | [removed: 1,090,889] [added: 1,294,151] | |
| [removed: (1)] [added: (2)] | Includes the results of GMI Ratings from the August 11, 2014 acquisition [removed: date.] [added: date, the impact of which was not material.] |
| [removed: (2)] [added: (4)] | Includes the results of InvestorForce from the January 29, 2013 acquisition [removed: date.] [added: date, the impact of which was not material.] |
| [removed: (3)] [added: (5)] | Includes the results of IPD from the November 30, 2012 acquisition [removed: date.] [added: date, the impact of which was not material.] |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| Total assets | | $ | 3,146,987 | | | $ | 2,882,533 | | | $ | 3,129,286 | | | $ | 3,013,118 | | | $ | 3,072,849 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Current maturities of long-term debt | | $ | — | | | $ | — | | | $ | 18,301 | | | $ | 40,654 | | | $ | 5,964 | |
| | | | | | | | | | | | | | | | | | | | | |
| Long-term debt, net of current maturities | | $ | 1,579,404 | | | $ | 788,358 | | | $ | 782,652 | | | $ | 805,227 | | | $ | 1,048,462 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| (1) | Includes the impact of Insignis from the October 16, 2015 acquisition date, which was not material. Deferred taxes have been presented in accordance with ASU 2015-17 prospectively beginning on December 31, 2015. Prior periods have not been retrospectively restated to match this presentation. |
| (3) | Includes the net gain resulting from the disposition of ISS, the impact of which was not material. |
| --- | --- |
The presentation and numbers below have been adjusted to reflect the disposition of ISS and CFRA and the revision related to certain income tax amounts.
See Note 1, “Introduction and Basis of Presentation_—Organization_ and —_Revision_” of the Notes to the Consolidated Financial Statements included herein for further information.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Years Ended | | | | | | | | | | | | | | | | | | | | One Month Ended | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Years Ended | | | | | | | | | | | | | | | | | | | | One Month Ended | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets | | $ | 2,894,175 | | | $ | 3,136,115 | | | $ | 3,021,953 | | | $ | 3,095,310 | | | $ | 3,025,480 | | | $ | 3,059,795 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Current maturities of long-term debt | | $ | — | | | $ | 19,772 | | | $ | 43,093 | | | $ | 10,339 | | | $ | 54,916 | | | $ | 54,932 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Long-term debt, net of current maturities | | $ | 800,000 | | | $ | 788,010 | | | $ | 811,623 | | | $ | 1,066,548 | | | $ | 1,207,881 | | | $ | 1,207,966 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| (4) | Includes the results of RiskMetrics and Measurisk from the June 1, 2010 and July 30, 2010 acquisition dates, respectively. |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
0 rewritten, 1 added, 4 removed, 1 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
None.
We changed our independent registered public accounting firm effective March 11, 2014 from Deloitte & Touche LLP to PricewaterhouseCoopers LLP.
Information regarding the change in the independent registered public accounting firm was disclosed in our Current Report on Form 8-K filed with the SEC on March 14, 2014.
There were no disagreements with Deloitte & Touche LLP or any reportable events requiring disclosure under Item 304(b) of Regulation S-K.
##### [Table of Contents](#toc)
Item 9A. Controls and Procedures
5 rewritten, 0 added, 0 removed, 20 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
Based on their evaluation, as of December 31, [removed: 2014,] [added: 2015,] the end of the period covered by this Annual Report on Form 10-K, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] based on the criteria described in _Internal Control—Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management, including the Company’s CEO and CFO, concluded that, as of December 31, [removed: 2014,] [added: 2015,] our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
PricewaterhouseCoopers, LLP, our independent registered public accounting firm, has audited and issued a report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] which appears on page F-2 of this Annual Report on Form 10-K.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2014] [added: 2015] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
2 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
[removed: We] [added: Except for the information relating to our Executive Officers set forth in Part I of this Annual Report on Form 10-K, we] incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Information regarding our Code of Ethics and Business Conduct and Corporate Governance Policies is incorporated herein by reference from our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2014.][added: 2015.]
Item 15. Exhibits, Financial Statement Schedules
519 rewritten, 410 added, 219 removed, 1,157 unchanged
Read the full itemFY2015 item · filed February 26, 2016FY2014 item · filed February 27, 2015
Date: February [removed: 27, 2015][added: 26, 2016]
| /S/ HENRY A. FERNANDEZ Henry A. Fernandez | | Chairman, Chief Executive Officer, and President (principal executive officer) | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ ROBERT QUTUB Robert Qutub | | Chief Financial Officer (principal financial officer) | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ RICHARD J. NAPOLITANO Richard J. Napolitano | | Global Controller (principal accounting officer) | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ ROBERT G. ASHE Robert G. Ashe | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ BENJAMIN F. DUPONT Benjamin F. [removed: DuPont] [added: duPont] | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ ALICE W. HANDY Alice W. Handy | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ CATHERINE R. KINNEY Catherine R. Kinney | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ LINDA H. RIEFLER Linda H. Riefler | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ GEORGE W. SIGULER George W. Siguler | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ PATRICK TIERNEY Patrick Tierney | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| /S/ RODOLPHE M. VALLEE Rodolphe M. Vallee | | Director | | February [removed: 27, 2015] [added: 26, 2016] |
| [Reports of Independent Registered Public Accounting [removed: Firms](#fin832959_1)] [added: Firms](#fin20757_1)] | | | F-2 | |
| [Consolidated Statements of Financial Condition as of December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013](#fin832959_2)] [added: 2014](#fin20757_2)] | | | F-4 | |
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2014,] [added: 2015,] December 31, [removed: 2013,] [added: 2014,] and December 31, [removed: 2012](#fin832959_3)] [added: 2013](#fin20757_3)] | | | F-5 | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2014,] [added: 2015,] December 31, [removed: 2013,] [added: 2014,] and December 31, [removed: 2012](#fin832959_4)] [added: 2013](#fin20757_4)] | | | F-6 | |
| [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2014,] [added: 2015,] December 31, [removed: 2013,] [added: 2014,] and December 31, [removed: 2012](#fin832959_5)] [added: 2013](#fin20757_5)] | | | F-7 | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2014,] [added: 2015,] December 31, [removed: 2013,] [added: 2014,] and December 31, [removed: 2012](#fin832959_6)] [added: 2013](#fin20757_6)] | | | F-8 | |
[removed: | [Notes to Consolidated Financial Statements](#fin832959_7) | | | F-9 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
In our opinion, the accompanying consolidated [removed: statement] [added: statements] of financial condition and the related consolidated statements of income, [added: of] comprehensive income, [added: of] shareholders’ equity and [added: of] cash flows present fairly, in all material respects, the financial position of MSCI Inc. and its subsidiaries at December 31, [added: 2015 and December 31,] 2014, and the results of their operations and their cash flows for [added: each of] the [removed: year then] [added: two years in the period] ended [added: December 31, 2015] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in _Internal [removed: Control—Integrated Framework] [added: Control - Integrated_ _Framework] (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated [removed: audit.][added: audits.]
Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.
Our [removed: audit] [added: audits] of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
Our [removed: audit] [added: audits] also included performing such other procedures as we considered necessary in the circumstances.
We believe that our [removed: audit provides] [added: audits provide] a reasonable basis for our opinions.
We have audited the [removed: accompanying] consolidated [removed: statement of financial condition of MSCI Inc. and subsidiaries (the “Company”) as of December 31, 2013, and the related consolidated] statements of income, comprehensive income, shareholders’ equity, and cash flows [removed: for each] of [removed: the two years in] [added: MSCI Inc. and subsidiaries (the “Company”) for] the [removed: period] [added: year] ended December 31, 2013.
Our responsibility is to express an opinion on these financial statements based on our [removed: audits.][added: audit.]
In our opinion, such consolidated financial statements present fairly, in all material respects, the [removed: financial position of MSCI Inc. and subsidiaries as of December 31, 2013, and the] results of [removed: their] operations and [removed: their] cash flows for [removed: each of the two years in] [added: MSCI Inc. and subsidiaries for] the [removed: period] [added: year] ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
February 28, 2014 (February 27, 2015 as to the effects of [removed: the revision] [added: discontinued operations as] discussed in Note [removed: 1] [added: 3] and [removed: discontinued operations] [added: February 26, 2016] as [added: to the change in segments as] discussed in Note [removed: 3)][added: 13)]
| | | December 31, [added: 2015 | | | | December 31,] 2014 | | | | December 31, 2013 | | |
| | | (in thousands, except per [removed: share and] [added: share and] share data) | | | | | | |
| [removed: Cash] [added: Cash] and cash [removed: equivalents] [added: equivalents, beginning of period] | | [removed: $] | 508,799 | | | [removed: $] | 358,434 | | [added: | | 183,309 | |]
| Accounts receivable (net of allowances of [removed: $857] [added: $1,117] and [removed: $1,280] [added: $857] as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively) | | | [removed: 178,717] [added: 208,239] | | | | [removed: 169,490] [added: 178,717] | |
| Deferred taxes | | | [removed: 22,209] [added: —] | | | | [removed: 52,888] [added: 22,209] | |
| Prepaid income taxes | | | [removed: 29,180] [added: 46,115] | | | | [removed: 14,568] [added: 29,180] | |
| Prepaid and other assets | | | [removed: 31,727] [added: 31,211] | | | | [removed: 28,890] [added: 30,553] | |
| Property, equipment and leasehold improvements (net of accumulated depreciation of [removed: $92,808] [added: $114,680] and [removed: $75,371] [added: $92,808] at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively) | | | [removed: 94,074] [added: 98,926] | | | | [removed: 85,588] [added: 94,074] | |
| Goodwill | | | [removed: 1,564,904] [added: 1,565,621] | | | | [removed: 1,813,164] [added: 1,564,904] | |
| Intangible assets (net of accumulated amortization of [removed: $372,209] [added: $418,512] and [removed: $374,377] [added: $372,209] at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively) | | | [removed: 433,628] [added: 391,490] | | | | [removed: 595,707] [added: 433,628] | |
| /S/ WAYNE EDMUNDS Wayne Edmunds | | Director | | February 26, 2016 |
| /S/ D. ROBERT HALE D. Robert Hale | | Director | | February 26, 2016 |
| /S/ WENDY E. LANE Wendy E. Lane | | Director | | February 26, 2016 |
| [Notes to Consolidated Financial Statements](#fin20757_7) | | | F-9 | |
February 26, 2016
| | | December 31, 2015 | | | | December 31, 2014 | | |
| Cash and cash equivalents | | $ | 777,706 | | | $ | 508,799 | |
| Total current assets | | | 1,063,271 | | | | 769,458 | |
| Non-current deferred tax assets | | | 9,180 | | | | 3,944 | |
| Total assets | | $ | 3,146,987 | | | $ | 2,882,533 | |
| Long-term debt | | | 1,579,404 | | | | 788,358 | |
| Total liabilities | | | 2,245,500 | | | | 1,449,700 | |
| Total liabilities and shareholders’ equity | | $ | 3,146,987 | | | $ | 2,882,533 | |
| Cost of revenues | | | 267,695 | | | | 276,623 | | | | 240,697 | |
| Selling and marketing | | | 162,294 | | | | 163,839 | | | | 137,693 | |
| Research and development | | | 77,320 | | | | 71,095 | | | | 61,003 | |
| General and administrative | | | 86,007 | | | | 76,369 | | | | 68,458 | |
| Net income | | | | | | | | | | | | | | | 223,648 | | | | | | | | 223,648 | |
| Dividends | | | | | | | | | | | 29 | | | | (87,881 | ) | | | | | | | (87,852 | ) |
| Balance at December 31, 2015 | | $ | 1,282 | | | $ | (1,395,695 | ) | | $ | 1,173,183 | | | $ | 1,158,462 | | | $ | (35,745 | ) | | $ | 901,487 | |
| Proceeds from sales of investments | | | 6,736 | | | | — | | | | — | |
| Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | |
| Cash dividends declared, but not yet paid | | $ | 84 | | | $ | — | | | $ | — | |
MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), offers content, applications and services to support the needs of institutional investors throughout their investment processes.
The Company’s flagship products are its global equity indexes, custom indexes, factor indexes and ESG indexes; its analytics products, including multi-factor models, pricing models, methodologies for performance attribution, models for statistical analysis, and tools for portfolio optimization, back testing and stress testing; its ESG research and ratings; and its real estate benchmarks, indexes, business intelligence and analytics.
Following the disposition of ISS during the year ended December 31, 2014, MSCI had maintained one reportable segment.
During the year ended December 31, 2015, MSCI changed its reportable segments to Index, Analytics and All Other.
These three segments reflect certain changes made to the management of the Company’s product lines.
This presentation also better aligns the Company’s financial reporting with how its products and services are offered to its clients and offers additional insight into how the Company is being managed.
See Note 13, “Segment Information,” for further information about MSCI’s reportable segments.
The Company changed its presentation of operating expenses during the year ended December 31, 2015 in order to provide more transparency into the underlying cost base of the Company, consistent with how it is managed.
Prior to the change, operating expenses were grouped and presented as cost of services and selling, general and administrative.
Cost of services included costs related to research, data management and production, software engineering and production management functions.
Selling, general and administrative consisted of expenses for sales and marketing staff, finance, human resources, legal and compliance, information technology infrastructure and corporate administration personnel.
Operating expenses are now grouped and presented in the following activity categories: cost of revenues, selling and marketing, research and development and general and administrative.
Costs are assigned to these categories based on the nature of the expense, or, when not directly attributable, an estimate is allocated based on the type of effort involved.
Cost of revenues consists of costs related to the production and servicing of the Company’s products and services and primarily include information technology costs associated with the production and delivery of its products and services, including data center, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support, maintain and rebalance existing products; costs of
product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs.
Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales force and marketing teams as well as costs incurred in other groups associated with acquiring new business, including product management, research, technology and sales operations.
Research and development expenses consist of costs to develop new or enhance existing products and the costs to develop new or improved technology and service platforms for the delivery of our products and services and primarily includes the costs of application development, research, product management, project management and the technology support associated with supporting these efforts.
February 27, 2015
| | | | | | | | | |
| | | As of | | | | | | |
| | | | | | | | | |
| Total current assets | | | 770,632 | | | | 624,270 | |
| | | | | | | | | |
| Total assets | | $ | 2,894,175 | | | $ | 3,136,115 | |
| Current maturities of long term debt | | | — | | | | 19,772 | |
| Long term debt, net of current maturities | | | 800,000 | | | | 788,010 | |
| Total liabilities | | | 1,461,342 | | | | 1,571,768 | |
| Total liabilities and shareholders’ equity | | $ | 2,894,175 | | | $ | 3,136,115 | |
| Cost of services | | | 308,574 | | | | 275,403 | | | | 230,282 | |
| Selling, general and administrative | | | 279,352 | | | | 232,448 | | | | 211,905 | |
| Restructuring | | | — | | | | — | | | | (33 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2011 | | $ | 1,227 | | | $ | (49,827 | ) | | $ | 995,665 | | | $ | 352,180 | | | $ | (5,094 | ) | | $ | 1,294,151 | |
| Net income | | | | | | | | | | | | | | | 184,238 | | | | | | | | 184,238 | |
| Purchase of investments | | | — | | | | — | | | | (137,306 | ) |
| Cash and cash equivalents, beginning of period | | | 358,434 | | | | 183,309 | | | | 252,211 | |
MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), is a global provider of investment decision support tools, including indexes, portfolio risk and performance analytics and multi-asset class market risk analytics products and services.
The Company’s flagship products are its global equity indexes and environmental, social and governance (“ESG”) products marketed under the MSCI and MSCI ESG Research brands, its private real estate benchmarks marketed under the IPD brand, its portfolio risk and performance analytics covering global equity markets marketed under the Barra brand, its multi-asset class, market and credit risk analytics marketed under the RiskMetrics and Barra brands and its performance reporting products and services offered to the investment consultant community marketed under the InvestorForce brand.
As a result of this change, the Company now operates as one segment.
The Company completed the sale of ISS on April 30, 2014.
Revision
In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2014, the Company determined that it had understated its net tax liabilities in certain years prior to December 31, 2012.
As a result of these errors, the Company has recorded the following corrections to its Consolidated Statement of Financial Condition as of December 31, 2013: (i) an $11.3 million decrease to beginning retained earnings, (ii) a $0.7 million decrease to additional paid in capital, (iii) a $12.8 million decrease to prepaid taxes, (iv) a $13.6 million increase to long-term deferred tax liabilities and (v) a $14.3 million increase to goodwill.
In accordance with the accounting guidance found in ASC Subtopic 250-10, _“Accounting Changes and Error Corrections,”_ the Company has revised its Consolidated Statement of Financial Condition as of December 31, 2013 and the Consolidated Statement of Cash Flows for the year ended December 31, 2013 to reflect these corrections.
In accordance with SEC Staff Accounting Bulletin No. 99, “_Materiality,_” the Company assessed the materiality of the adjustments and concluded that these corrections were not material to any of its previously issued financial statements.
The Company also concluded that its compliance with debt covenants would not have been affected by these adjustments.
Accordingly, the Company has revised the Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows:
| | | As Previously Reported | | | | Adjustment | | | | As Revised | | |
| Prepaid taxes | | $ | 27,333 | | | $ | (12,765 | ) | | $ | 14,568 | |
| Total current assets | | $ | 637,035 | | | $ | (12,765 | ) | | $ | 624,270 | |
| Goodwill | | $ | 1,798,821 | | | $ | 14,343 | | | $ | 1,813,164 | |
| Total assets | | $ | 3,134,537 | | | $ | 1,578 | | | $ | 3,136,115 | |
| Deferred taxes | | $ | 221,054 | | | $ | 13,595 | | | $ | 234,649 | |
| Total liabilities | | $ | 1,558,173 | | | $ | 13,595 | | | $ | 1,571,768 | |
| Additional paid in capital | | $ | 1,073,893 | | | $ | (736 | ) | | $ | 1,073,157 | |
| Retained earnings | | $ | 770,256 | | | $ | (11,281 | ) | | $ | 758,975 | |
| Total shareholders’ equity | | $ | 1,576,364 | | | $ | (12,017 | ) | | $ | 1,564,347 | |
An excerpt. Shown here: 40 of 519 rewritten, 40 of 410 added and 40 of 219 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2015 filing and the FY2014 filing.