UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended May 31, 2009
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                      to                     
 
Commission file number 001-33812
 
MSCI INC.
(Exact Name of Registrant as Specified in its Charter)
 

     
Delaware
 
13-4038723
(State of Incorporation)
 
(I.R.S. Employer Identification Number)
   
Wall Street Plaza, 88 Pine Street
New York, NY
 
10005
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 804-3900
 

 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   ¨     No   ¨
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer   x
 
Accelerated filer   ¨
 
            Non-accelerated filer   ¨
  
Smaller reporting company   ¨
                            (Do not check if a smaller reporting company)
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  x
 
As of June 26, 2009, there were 100,137,226 shares of the Registrant’s class A common stock, $0.01 par value, outstanding and no shares of Registrant’s class B common stock, $0.01 par value, outstanding. 
 

 


 
 
 

MSCI INC.
FORM 10-Q
 
FOR THE QUARTER ENDED MAY 31, 2009
 
 TABLE OF CONTENTS
 

 
 
  
 
  
Page
 
  
Part I
  
 
Item 1.
  
  
4
Item 2.
  
  
19
Item 3.
  
  
35
Item 4.
  
  
37
     
 
  
Part II
  
 
Item 1.
  
  
38
Item 1A.
  
  
38
Item 2.
  
  
38
Item 3.
  
  
38
Item 4.
  
  
39
Item 5.
  
  
39
Item 6.
  
  
39
 
We own or have rights to use trademarks, trade names and service marks that we use in conjunction with the operation of our business, including, but not limited to: @CREDIT, @ENERGY, @INTEREST, ACWI, Aegis, Alphabuilder, Barra, Barra One, BarraOne, Cosmos, EAFE, FEA, GICS, IndexMap, Market Impact Model, MSCI, ProStorage, StructureTool, TotalRisk, VaRdelta and VaRworks. All other trademarks, trade names and service marks included in this Quarterly Report on Form 10-Q are property of their respective owners. For ease of reading, designations of trademarks and registered marks have been omitted from the text of this Quarterly Report on Form 10-Q.
 

 
2

 

 
AVAILABLE INFORMATION
 
MSCI Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including MSCI Inc.) file electronically with the SEC. MSCI Inc.’s electronic SEC filings are available to the public at the SEC’s internet site, www.sec.gov.
 
MSCI Inc.’s internet site is www.mscibarra.com. You can access MSCI Inc.’s Investor Relations webpage at http://ir.msci.com. MSCI Inc. makes available free of charge, on or through its Investor Relations webpage, its proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. MSCI Inc. also makes available, through its Investor Relations webpage, via a link to the SEC’s internet site, statements of beneficial ownership of MSCI Inc.’s equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.
 
MSCI Inc. has a Corporate Governance webpage. You can access information about MSCI Inc.’s corporate governance at http://ir.msci.com/governance.cfm. MSCI Inc. posts the following on its Corporate Governance webpage:
 
·    
Charters for our Audit Committee, Compensation Committee and Nominating and Governance Committee;
 
·    
Corporate Governance Policies; and
 
·    
Code of Ethics and Business Conduct.
 
 
MSCI Inc.’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer and its Chief Financial Officer. MSCI Inc. will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, Inc. (“NYSE”) on its internet site. You can request a copy of these documents, excluding exhibits, at no cost, by contacting MSCI Inc. Investor Relations, Wall Street Plaza, 88 Pine Street, New York, NY 10005; (212) 804-1583. The information on MSCI Inc.’s internet site is not incorporated by reference into this report.
 

 
3

 

 
PART I
 
Condensed Consolidated Financial Statements
 
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share and per share data)
 
 
  
As of
 
 
  
May 31,
2009
   
November 30,
2008
 
 
  
(unaudited)
 
ASSETS
  
             
Current assets:
  
             
Cash and cash equivalents
  
$
72,769
   
$
268,077
 
Short-term investments
   
244,878
     
 
Trade receivables (net of allowances of $798 and $712 as of May 31, 2009 and November 30, 2008, respectively)
  
 
95,374
     
85,723
 
Due from related parties
  
 
     
1,765
 
Deferred taxes
  
 
26,869
     
18,590
 
Prepaid and other assets
  
 
12,973
     
18,100
 
Total current assets
  
 
452,863
     
392,255
 
Property, equipment and leasehold improvements (net of accumulated depreciation of
$20,537 and $14,069 at May 31, 2009 and November 30, 2008, respectively)
  
 
29,853
     
28,447
 
Goodwill
  
 
441,623
     
441,623
 
Intangible assets (net of accumulated amortization of $135,617 and $123,043
     at May 31, 2009 and November 30, 2008, respectively)
   
132,887
     
145,907
 
Other non-current assets
  
 
6,635
     
6,816
 
Total assets
  
1,063,861
   
$
1,015,048
 
 
  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
             
Current liabilities:
  
             
Accounts payable
  
$
38,606
   
$
900
 
Payable to related parties
   
     
34,992
 
Accrued compensation and related benefits
  
 
34,708
     
58,946
 
Other accrued liabilities
  
 
27,093
     
29,459
 
Current maturities of long-term debt
  
 
32,087
     
22,086
 
Deferred revenue
  
 
176,029
     
144,711
 
Total current liabilities
  
 
308,523
     
291,094
 
Long-term debt, net of current maturities
  
 
358,665
     
379,709
 
Deferred taxes
   
45,834
     
49,364
 
Other non-current liabilities
  
 
10,402
     
8,499
 
Total liabilities
  
 
723,424
     
728,666
 
Commitments and Contingencies (see Note 9)
  
             
Shareholders’ equity:
  
             
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)
   
     
 
Common stock (par value $0.01; 500,000,000 class A shares and 250,000,000 class B shares authorized; 100,189,277 class A shares issued and 100,136,377 class A shares outstanding at May 31, 2009; no class B shares issued and outstanding at May 31, 2009)
  
 
1,002
     
1,001
 
Treasury shares, at cost (52,900 and 23,216 shares at May 31, 2009 and November 30, 2008, respectively)
  
 
(1,286
)
   
  (681)
 
Additional paid in capital
  
 
310,770
     
291,204
 
Retained earnings
  
 
38,554
     
2,212
 
Accumulated other comprehensive loss
  
 
(8,603
   
(7,354
)
Total shareholders’ equity
  
 
340,437
     
286,382
 
Total liabilities and shareholders’ equity
  
 $
1,063,861
   
$
1,015,048
 
 
See Notes to Condensed Consolidated Financial Statements

 
4

 

MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
 
 
  
Three Months Ended
May 31,
   
Six Months Ended
May 31,
 
 
  
2009
   
2008
   
2009
   
2008
 
 
  
(unaudited)
   
(unaudited)
 
Operating revenues (1)
  
$
109,375
   
$
108,195
   
$
215,290
   
$
213,146
 
Cost of services (1)
  
 
29,269
     
29,636
     
58,204
     
60,496
 
Selling, general and administrative (1)
  
 
34,052
     
38,005
     
68,768
     
69,325
 
Amortization of intangible assets
  
 
6,428
     
7,125
     
12,857
     
14,250
 
Depreciation and amortization of property, equipment and leasehold improvements
   
2,972
     
522
     
6,023
     
1,006
 
Total operating expenses
  
 
72,721
     
75,288
     
145,852
     
145,077
 
Operating income
  
 
36,654
     
32,907
     
69,438
     
68,069
 
Interest income (1)
  
 
(220
)
   
(3,508
)
   
(341
)
   
(5,880
)
Interest expense (1)
  
 
4,904
     
6,668
     
10,542
     
15,131
 
Other expense (income)
  
 
(2
)
   
(638
)
   
880
     
(302
)
Interest income (expense) and other, net
  
 
4,682
     
2,522
     
11,081
     
8,949
 
Income before provision for income taxes
  
 
31,972
     
30,385
     
58,357
     
59,120
 
Provision for income taxes
  
 
12,354
     
11,754
     
22,015
     
22,555
 
Net income
  
$
19,618
   
$
18,631
   
$
36,342
   
$
36,565
 
Earnings per basic common share
  
$
0.20
   
$
0.19
   
$
0.36
   
$
0.37
 
Earnings per diluted common share
  
$
0.19
   
$
0.18
   
$
0.36
   
$
0.36
 
Weighted average shares outstanding used in computing earnings per share
  
                             
Basic
  
 
100,360
     
100,026
     
100,324
     
100,019
 
Diluted
  
 
101,915
     
101,282
     
101,693
     
101,223
 
 
  
                             
__________________
(1)    Amounts corresponding to Morgan Stanley as a related party are as follows:
                         
       
 
  
For the Three Months
Ended May 31,
   
For the Six Months
Ended May 31,
 
 
  
2009
   
2008
   
2009
   
2008
 
 
  
(in thousands)
   
(in thousands)
 
Operating revenues
  
$
2,493
   
$
3,085
   
$
5,284
   
$
6,235
 
Cost of services
  
$
116
   
$
2,628
   
$
383
   
$
6,034
 
Selling, general and administrative
  
$
529
   
$
3,132
   
$
1,336
   
$
6,038
 
Interest income
  
$
   
$
2,065
   
$
   
$
4,384
 
Interest expense
  
$
176
   
$
171
   
$
413
   
$
362
 
 

 
See Notes to Condensed Consolidated Financial Statements
 

 
5

 

 
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS CASH FLOWS
(in thousands)
 
 
  
Six Months Ended May 31,
 
 
  
2009
   
2008
 
 
  
(unaudited)
 
Cash flows from operating activities
  
             
Net income
  
$
36,342
   
$
36,565
 
Adjustments to reconcile net income to net cash provided by operating activities:
  
             
Amortization of intangible assets
  
 
12,857
     
14,250
 
Depreciation of property, equipment and leasehold improvements
  
 
6,023
     
1,006
 
Foreign currency loss
  
 
616
     
 
Loss on sale or disposal of property, equipment and leasehold improvements, net
   
274
     
18
 
Share based compensation
   
16,714
     
12,097
 
Provision for (recovery of) bad debts
  
 
376
     
(1,336)
 
Amortization of debt origination fees
   
716
     
 
Amortization of discount on U.S. Treasury securities
   
(144
)
   
 
Amortization of discount on long-term debt
   
82
     
 
Deferred taxes
  
 
(10,950
)
   
(6,908
)
Changes in assets and liabilities:
  
             
Trade receivables
  
 
(9,350
)
   
(27,120
)
Due from related parties
  
 
1,765
     
662
 
Prepaid and other assets
  
 
5,880
     
(4,453
)
Accounts payable
   
37,205
     
 
Payable to related parties
  
 
(34,992
)
   
15,007
 
Deferred revenue
  
 
29,963
     
43,594
 
Accrued compensation and related benefits
  
 
(21,892
)
   
(18,160
)
Income taxes payable
  
 
     
9,725
 
Other accrued liabilities
   
(2,387
)
   
5,790
 
Other
  
 
59
     
 
Net cash provided by operating activities
  
 
69,157
     
80,737
 
 
  
             
Cash flows from investing activities
  
             
Purchase of investments
   
(244,734
)
   
 
Cash deposited with related parties
  
 
     
(65,690
)
Capital expenditures
  
 
(9,519
)
   
(5,820
)
Net cash used in investing activities
  
 
(254,253
)
   
(71,510
)
 
  
             
Cash flows from financing activities
  
             
Repayment of long-term debt
  
 
(11,125
)
   
(11,125
Repurchase of treasury shares
  
 
(605
)
   
(557
Proceeds from exercise of stock options
   
30
     
 
Net cash used by financing activities
  
 
(11,700
)
   
(11,682
Effect of exchange rate changes
  
 
1,488
     
931
 
Net  decrease in cash
  
 
(195,308
)
   
(1,524
Cash and cash equivalents, beginning of period
  
 
268,077
     
33,818
 
Cash and cash equivalents, end of period
  
$
72,769
   
$
32,294
 
 
  
             
Supplemental disclosure of cash flow information
  
             
Cash paid for interest
  
$
9,802
   
$
15,312
 
Cash paid for income taxes
  
$
26,121
   
$
20,798
 
 
  
             
Supplemental disclosure of non-cash investing activities
  
             
Property, equipment and leasehold improvements in other accrued liabilities
  
$
2,449
   
$
6,281
 
 
  
             
 
See Notes to Condensed Consolidated Financial Statements
 

 
6

 

 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. INTRODUCTION AND BASIS OF PRESENTATION
 
Organization
 
The condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries. MSCI Inc. and its subsidiaries are hereafter referred to collectively as the “Company” or “MSCI.”

 MSCI is a leading global provider of investment decision support tools including indices and portfolio risk and performance analytics for use by institutions in managing investment portfolios. The Company’s products are used by institutions investing in or trading equity, fixed income and multi-asset class instruments and portfolios around the world. The Company’s flagship products are its international equity indices marketed under the MSCI brand and its equity and multi-asset class portfolio analytics marketed under the Barra brand. The Company’s products are used in many areas of the investment process, including portfolio construction and optimization, performance benchmarking and attribution, risk management and analysis, index-linked investment product creation, asset allocation, investment manager selection and investment research.

The Company’s primary products consist of equity indices, equity portfolio analytics and multi-asset class portfolio analytics. The Company also has product offerings in the areas of fixed income portfolio analytics and energy and commodity asset valuation analytics. The Company’s products are generally comprised of proprietary index data, risk data and sophisticated software applications. The Company’s index and risk data are created by applying its models and methodologies to market data. The Company’s clients can use its data together with its proprietary software applications, third-party applications or their own applications in their investment processes. The Company’s proprietary software applications offer its clients sophisticated portfolio analytics to perform in-depth analysis of their portfolios, using its risk data, the client’s portfolio data and fundamental and market data.

Prior to May 22, 2009, Morgan Stanley was the controlling shareholder of MSCI.  On May 22, 2009, Morgan Stanley completed the sale, pursuant to a secondary offering, of its remaining economic and voting interests in MSCI.  While MSCI currently operates on a separate stand-alone basis, it remains a party to several transition related agreements with Morgan Stanley.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Impacting Comparability of our Financial Results—Our Relationship with Morgan Stanley” for a discussion of our current relationship with Morgan Stanley.

Basis of Presentation and Use of Estimates
 
These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and include all adjustments necessary to present fairly the financial condition as of May 31, 2009 and November 30, 2008, the results of operations for the three and six months ended May 31, 2009 and 2008 and cash flows for the six months ended May 31, 2009 and 2008.  The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008.  The November 30, 2008 consolidated financial statement information has been derived from the 2008 audited consolidated financial statements.  The results of operations for interim periods are not necessarily indicative of results for the entire year.

The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of income, the allowance for doubtful accounts, impairment of long-lived assets, accounting for income taxes and other matters that affect the condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.
 
 
7

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
The Condensed Consolidated Statements of Income reflect expense allocations for certain corporate functions historically provided by Morgan Stanley, including human resources, information technology, accounting, legal and compliance, corporate services, treasury and other services. These allocations are based on what the Company and Morgan Stanley considered reasonable reflections of the utilization levels of these services required in support of the Company’s business and are based on methods that include direct time tracking, headcount, inventory metrics and corporate overhead. 
 
Inter-company balances and transactions are eliminated in consolidation.

During the three and six months ended May 31, 2009, certain balances for prior periods have been reclassified to conform to current period presentations. These include the reclassification of $299,000 and $595,000 from the cost of services category and $223,000 and $411,000 from the selling, general, and administrative category to the depreciation and amortization of property, equipment, and leasehold improvements category on the condensed consolidated statements of income for the three and six months ended May 31, 2008, respectively.

Concentration of Credit Risk
 
Financial instruments that may potentially subject the Company to concentrations of credit risk consist principally of cash investments and short-term investments.  At May 31, 2009 and November 30, 2008, cash and cash equivalent amounts held primarily on deposit were $72.8 million and $268.1 million, respectively.  At May 31, 2009, the Company has invested $244.9 million in US Treasury Securities with maturity dates ranging between four and twelve months.
 
The Company licenses its products and services primarily to investment managers principally in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company evaluates the likelihood of default of outstanding customer receivables and maintains reserves for estimated losses.

For the three and six months ended May 31, 2009, no single customer accounted for 10.0% or more of the Company’s operating revenues.  
 
2. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities.  SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of SFAS No. 161 did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share .” Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is currently evaluating the potential impact of adopting FSP EITF 03-6-1.
 
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. This FSP also would amend APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. FSP FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.  The Company early adopted the
 
 
8

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
provisions of this statement.  The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments," (FSP FAS 115-2) which amends the recognition guidance for other-than-temporary impairments (“OTTI”) of debt securities and expands the financial statement disclosures for OTTI on debt and equity securities. This FSP is effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.  The Company early adopted the provisions of this statement.  The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which provides additional guidance for establishing fair value when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The guidance is effective for the periods ending after June 15, 2009 with early adoption permitted for the periods ending after March 15, 2009. The Company early adopted the provisions of this statement.  The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  In particular, this statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS No. 165 is effective for the interim or annual financial periods ending after June 15, 2009.  The effect of adoption is not expected to have a material impact on the Company’s condensed consolidated financial statements.
 
3. EARNINGS PER COMMON SHARE
 
Basic and diluted earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements. Diluted weighted average common shares includes outstanding stock options and unvested restricted stock awards.  There were no anti-dilutive stock options or restricted stock awards excluded from the calculation of diluted earnings per share for the three months ended May 31, 2009.  There were 1,017,225 stock options excluded from the calculation of diluted earnings per share for the six months ended May 31, 2009 because of their anti-dilutive effect.  No stock options or restricted stock awards were excluded from the calculation of diluted earnings per share for the three or six months ended May 31, 2008.
 
The following table sets forth the computation of earnings per share:
 
                         
   
Three Months Ended May 31,
   
Six Months Ended May 31,
 
   
2009
   
2008
   
2009
   
2008
 
   
(in thousands, except per share data)
 
Net income
  $ 19,618     $ 18,631     $ 36,342     $ 36,565  
                                 
Basic weighted average common shares outstanding
    100,360       100,026       100,324       100,019  
                                 
Basic weighted average common shares outstanding
    100,360       100,026       100,324       100,019  
 
 
9

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Effect of dilutive securities:
                               
Stock options and restricted stock units
    1,555       1,256       1,369       1,204  
                                 
Diluted weighted average common shares outstanding
    101,915       101,282       101,693       101,223  
                                 
Earnings per basic common share
  $ 0.20     $ 0.19     $ 0.36     $ 0.37  
                                 
Earnings per diluted common share
  $ 0.19     $ 0.18     $ 0.36     $ 0.36  
                                 
 
4. COMPREHENSIVE INCOME
 
The components of comprehensive income are as follows:
 
                         
   
Three Months Ended May 31,
   
Six Months Ended May 31,
 
   
2009
   
2008
   
2009
   
2008
 
   
(in thousands)
 
Net income
  $ 19,618     $ 18,631     $ 36,342     $ 36,565  
Other comprehensive income, net of tax:
                               
Net changes in unrealized gains on cash flow hedges
    (620 )     2,966       (1,534 )       2,163  
Pension and other post-retirement adjustments
    70             19        
Foreign currency translation adjustments
    207       564       266       931  
                                 
Comprehensive income
  $ 19,275     $ 22,161     $ 35,093     $ 39,659  
                                 
 
5.   SHORT-TERM INVESTMENTS

Short-term investments include U.S. Treasury securities with maturity dates ranging from four to twelve months.  As the Company has the intent and ability to hold the investments to maturity, these investments are classified as held-to-maturity and are stated at amortized cost plus accrued interest. The changes in the value of these securities, other than impairment charges, are not reported on the condensed consolidated financial statements.

At May 31, 2009, the carrying value of the short-term investments was $244.9 million.  The Company held no short-term investments at November 30, 2008.
 
The carrying value and fair value of securities held-to-maturity at May 31, 2009 were as follows:
 
In thousands of dollars
   
Amortized
cost
     
Gross
unrecognized
gains
     
Gross
unrecognized
losses
     
Fair
value
 
May 31, 2009
                       
Debt securities held-to-maturity
                       
                 
U.S. Treasury securities
  $ 244,878     $ 72     $     $ 244,950  
 
 
10

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
None of the Company’s investments in held-to-maturity securities have been in an unrealized loss position as of May 31, 2009.
 
Evaluating Investments for Other-than-Temporary Impairments

        If the fair value of the Company’s U.S. Treasury security investments is less than the amortized cost at the balance sheet date, the Company assesses whether the impairment is other than temporary. As the Company currently invests only in U.S. Treasury securities with a short duration (less than one year) and intends to hold these investments to maturity, it would take a significant decline in fair value and U.S. economic conditions for the Company to determine that these investments are other than temporarily impaired.

        Additionally, management assesses whether it intends to sell or would more-likely-than-not not be required to sell the investment before the expected recovery of the amortized cost basis. Management has asserted that it has no intent to sell and that it believes it is more-likely-than-not that it will not be required to sell the investment before recovery of its amortized cost basis.

As of May 31, 2009, no other than temporary impairment has been recorded on any of the Company’s investments.

6. RELATED PARTY TRANSACTIONS

Prior to May 22, 2009, Morgan Stanley owned a controlling interest in the Company and, as such, was treated as a related party.  On May 22, 2009, Morgan Stanley sold all of its remaining shares of the Company’s stock.  At that time, Morgan Stanley ceased to be a related party and all subsequent transactions between Morgan Stanley and MSCI Inc. are accounted for, and presented as, third party transactions.

Receivables from Related Parties and Interest Income.   At May 31, 2009, there are no related party receivables.  Receivable amounts from Morgan Stanley of $1.2 million are included in trade receivables at May 31, 2009. At November 30, 2008, related party receivables consisted of amounts due to the Company for sales of products and services to Morgan Stanley.   The receivable amounts were unsecured, bore interest at Morgan Stanley’s internal prevailing rates and were payable on demand.   The Company did not earn interest from Morgan Stanley during the six months ended May 31, 2009.

Prior to July 1, 2008, the Company deposited substantially all of its excess funds with Morgan Stanley. The Company received interest at Morgan Stanley’s internal prevailing rates on its cash deposits.  Interest earned on both cash on deposit with Morgan Stanley and related party receivables for the six months ended May 31, 2008 totaled approximately $4.4 million.
 
Revenues. Morgan Stanley or its affiliates subscribe to, in the normal course of business, certain of the Company’s products. Related party revenues recognized by the Company from subscription to the Company’s products by Morgan Stanley for the three and six months ended May 31, 2009 were $2.5 million and $5.3 million, respectively. For the three and six months ended May 31, 2008, revenues of $3.1 million and $6.2 million, respectively, were from Morgan Stanley.
 
Administrative Expenses. Morgan Stanley affiliates have invoiced administrative expenses to the Company relating to office space, equipment and staff services. The amounts invoiced as related party items by Morgan Stanley affiliates for staff services for the three months ended May 31, 2009 and 2008 were $0.6 million and $5.8 million, respectively. The amounts invoiced as related party items by Morgan Stanley affiliates for the six months ended May 31, 2009 and 2008 was $1.7 million and $12.1 million, respectively.
 
Payables to Related Parties. At May 31, 2009, there are no payables to related parties.  Payable amounts to Morgan Stanley of $37.7 million are included in accounts payable at May 31, 2009. At November 30, 2008, payables to related parties consisted of amounts due to Morgan Stanley affiliates for the Company’s expenses, income taxes and prepayments for the Company’s services. The amounts outstanding were unsecured, bore interest at Morgan Stanley’s internal prevailing rates and were payable on demand. Interest expense incurred on these payables prior to May 22, 2009 was $0.2 million for each of the three months ended May 31, 2009 and 2008. Interest expense incurred on these payables prior to May 22, 2009 was $0.4 million for each of the six months ended May 31, 2009 and 2008.
 
 
11

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
7. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
 
Property, equipment and leasehold improvements at May 31, 2009 and November 30, 2008 consisted of the following:
 
   
As of
 
   
May 31,
   
November 30,
 
   
2009
   
2008
 
   
(in thousands)
 
Computer & related equipment
 
$
34,958
   
$
28,112
 
Furniture & fixtures
   
2,800
     
2,163
 
Leasehold improvements
   
12,632
     
10,879
 
Work-in-process
   
   
1,362
 
  Subtotal
   
50,390
     
42,516
 
Accumulated depreciation and amortization
   
(20,537
)
   
 (14,069)
 
Property, equipment and leasehold improvements, net
 
$
29,853
   
$
28,447
 

 
Depreciation and amortization expense of property, equipment and leasehold improvements was $3.0 million and $0.5 million for the three months ended May 31, 2009 and 2008, respectively.  Depreciation and amortization expense of property, equipment and leasehold improvements was $6.0 million and $1.0 million for the six months ended May 31, 2009 and 2008, respectively.
 
8. INTANGIBLE ASSETS

The Company amortizes definite-lived intangible assets over their estimated useful lives. Amortizable intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of intangible assets has been identified during any of the periods presented. The Company has no indefinite-lived intangibles.
 
Amortization expense related to intangible assets for the three months ended May 31, 2009 and 2008 was $6.4 million and $7.1 million, respectively.  Amortization expense related to intangible assets for the six months ended May 31, 2009 and 2008 was $12.9 million and $14.3 million, respectively.
   
The gross carrying amounts and accumulated amortization totals related to the Company’s identifiable intangible assets are as follows:
 
   
Gross Carrying
   
Accumulated
   
Net Carrying
 
   
Value
   
Amortization
   
Value
 
     
  (in thousands)
   
As of May 31, 2009
                 
Technology/software
 
$
140,354
   
$
(99,359
)
 
$
40,995
 
Trademarks
   
102,220
     
(24,248
)
   
77,972
 
Customer relationships
   
25,880
     
(11,960
)
   
13,920
 
Non-competes
   
50
     
(50
)
   
 
Total intangible assets
 
$
268,504
   
$
(135,617
)
 
$
132,887
 
 
 
12


 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
   
Gross Carrying
   
Accumulated
   
Net Carrying
 
   
Value
   
Amortization
   
Value
 
     
(in thousands)
   
As of November 30, 2008
                 
Technology/software
 
$
140,800
   
$
(90,077
 
$
50,723
 
Trademarks
   
102,220
     
(21,884
   
80,336
 
Customer relationships
   
25,880
     
(11,032
   
14,848
 
Non-competes
   
50
     
(50
   
 
Total intangible assets
 
$
268,950
   
$
(123,043
 
$
145,907
 
 

9. COMMITMENTS AND CONTINGENCIES
 
Leases.  The Company leases facilities under non-cancelable operating lease agreements.  The terms of certain lease agreements provide for rental payments on a graduated basis.  The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid.  Rent expense for the three and six months ended May 31, 2009 was $2.4 million and $5.0 million, respectively. For the three and six months ended May 31, 2008, rent expense was $3.3 million and $5.9 million, respectively.

Long-term debt.   On November 14, 2007, the Company entered into a secured $500.0 million credit facility with Morgan Stanley Senior Funding, Inc. and Bank of America, N.A., as agents for a syndicate of lenders, and other lenders party thereto pursuant to a credit agreement dated as of November 20, 2007 (the “Credit Facility”). The Credit Facility consists of a $425.0 million term loan facility and a $75.0 million revolving credit facility.  Outstanding borrowings under the Credit Facility initially accrued interest at (i) LIBOR plus a fixed margin of 2.50% in the case of the term loan A facility and the revolving credit facility and 3.00% in the case of the term loan B facility or (ii) the base rate plus a fixed margin of 1.50% in the case of the term loan A facility and the revolving credit facility and 2.00% in the case of the term loan B facility. In April 2008 and again in July 2008, the Company’s fixed margin rate was reduced by 0.25%. During the three months ended February 28, 2009, the Company exercised its rights and chose to have a portion of both the term loan A facility and term loan B facility referenced to the one month LIBOR rates while the remaining portions continued to reference the three month LIBOR rates.   The weighted average rate on the term loan A facility and term loan B facility was 3.53% and 4.16%, respectively, for the six months ended May 31, 2009. The term loan A facility and the term loan B facility will mature on November 20, 2012 and November 20, 2014, respectively.
 
As of May 31, 2009, $391.6 million was outstanding and there was $74.7 million of unused credit under the revolving credit facility.  In May 2009, Bank of America, N.A. issued, on the Company’s behalf, letters of credit under the revolving credit facility in the amount of $0.3 million to certain of the Company’s lessors to be used as security under the related property leases.  The beneficiaries of the letters of credit may draw down on the letters of credit under the terms of the applicable lease and letter of credit.  The Company pays an annual 2.125% fee for the letters of credit. For the unused credit, the Company pays an annual 0.5% non-usage fee which was approximately $0.1 million for each of the three months ended May 31, 2009 and 2008 and $0.2 million for each of the six months ended May 31, 2009 and 2008. Interest and principal repayment requirements are paid quarterly in February, May, August and November. The principal repayment requirements are paid quarterly until November 20, 2012, when the final payment of $50 million is due on the term loan A facility and November 20, 2014, when the final payment of $209.8 million is due on the term loan B facility.
 
The Credit Facility is guaranteed by each of the Company’s direct and indirect wholly-owned domestic subsidiaries and secured by substantially all of the shares of the capital stock of the Company’s present and future domestic subsidiaries and up to 65% of the shares of capital stock of its foreign subsidiaries, substantially all of the Company’s and its domestic subsidiaries’ present and future property and assets. In addition, the Credit Facility contains restrictive covenants.
 
Current maturities of long term debt at May 31, 2009 was $32.1 million, net of a $0.2 million discount. Long term debt, net of current maturities was $358.7 million, net of a $0.7 million discount at May 31, 2009. For each of the three and six month periods ended May 31, 2009 and May 31, 2008, less than $0.1 million of the debt discount had been amortized.
 
At May 31, 2009, the fair market value of the Company’s debt obligations was $370.3 million. The fair market value was estimated based on actionable bid quotes available in the over the counter markets.
 
 
13

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Derivative Instruments.   The Company manages its interest rate risk by using derivative instruments in the form of interest rate swaps designed to reduce interest rate risk by effectively converting a portion of floating-rate debt into fixed rate debt.  This action reduces the Company’s risk of incurring higher interest costs in periods of rising interest rates and improves the overall balance between floating and fixed-rate debt. On February 13, 2008, the Company entered into interest rate swap agreements through the end of 2010 for an aggregate notional principal amount of $251.7 million. The effective fixed rate on the aggregate notional principal amount swapped of $234.5 million for the six months ended May 31, 2009 was 5.19%. These interest rate swaps are designated as cash flow hedges and qualify for hedge accounting treatment under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”).

In accordance with SFAS No. 133, the Company's derivative instruments are recorded as assets or liabilities at fair value. Changes in fair value derivatives that have been designated as cash flow hedges are included in "unrealized losses on cash flow hedges" as a component of “other comprehensive income” to the extent of the effectiveness of such hedging instruments. Any ineffective portion of the change in fair value of such hedging instruments would be included in the Condensed Consolidated Statements of Income in “interest (income) expense.”  No hedge ineffectiveness on cash flow hedges was recognized during the six months ended May 31, 2009. Gains and losses are reclassified from “accumulated other comprehensive loss” to the Condensed Consolidated Statement of Income in the period the hedged transaction affects earnings.

Amounts reported in “accumulated other comprehensive loss” related to derivatives will be reclassified to “interest expense” as interest payments are made on the Company’s variable-rate debt. Over the next twelve months, the Company estimates that $4.7 million will be reclassified as an increase to interest expense.

The gross carrying values of the interest rate contracts as of May 31, 2009 were $6.2 million and were recorded in other accrued liabilities on the Condensed Consolidated Statements of Financial Condition.

For the three and six months ended May 31, 2009, the amount of loss recognized on the effective portion of these interest rate contracts in accumulated other comprehensive income on the Condensed Consolidated Statements of Financial Condition was $1.1 million and $2.5 million, respectively.  For the three and six months ended May 31, 2009, the amount of loss on the effective portion of these interest rate contracts reclassified from accumulated other comprehensive income into interest expense on the Condensed Consolidated Statements of Income was $1.0 million and $1.4 million, respectively.
 
Credit-risk-related contingent features.  The Company has agreements with each of its derivative counterparties that contain cross-default provisions whereby if the Company defaults on any of its indebtedness, the Company could also be declared in default on its derivative obligations.
 
As of May 31, 2009, the fair value of derivatives in a liability position related to these agreements was $6.2 million.  As of May 31, 2009, the Company has not posted any collateral related to these agreements.  If the company breached any of these provisions it would be required to settle its obligations under the agreements at their termination value of $6.3 million.
 
10. EMPLOYEE BENEFITS

During the six months ended May 31, 2009, the Company sponsored a 401(k) plan for eligible U.S. employees.  The Company also participates in separate defined contribution pension plans that cover substantially all of its non-U.S. employees. During the six months ended May 31, 2008, the Company participated in plans sponsored by Morgan Stanley and the associated costs were allocated by Morgan Stanley to the Company.  

For the three months ended May 31, 2009 and 2008, costs relating to 401(k), pension and post-retirement benefit expenses were $1.4 million and $1.5 million, respectively. Of these amounts, $0.7 million and $1.0 million were recorded in cost of services and $0.7 million and $0.5 million were recorded in selling, general and administrative for the three months ended May 31, 2009 and 2008, respectively.

For the six months ended May 31, 2009, costs relating to 401(k), pension and post-retirement benefit expenses were $4.5 million of which $2.2 million and $2.3 million were recorded in cost of services and selling, general and administrative,
 
 
14

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
respectively. For the six months ended May 31, 2008, costs relating to 401(k), pension and post-retirement benefit expenses were $2.6 million of which $1.9 million and $0.7 million were recorded in cost of services and selling, general and administrative, respectively.
 
401(k) Plan. Eligible employees may participate in the MSCI 401(k) Plan immediately upon hire. Eligible employees receive 401(k) matching contributions and an additional Company contribution of 3% of the employees’ cash compensation, which is subject to vesting and certain other limitations.  The Company’s expenses associated with the 401(k) Plan for the three months ended May 31, 2009 and 2008 were approximately $0.6 million and $0.8 million, respectively. For the six months ended May 31, 2009 and 2008, expenses associated with the 401(k) Plan were $2.3 million and $1.5 million, respectively.
 
Net Periodic Benefit Expense. Net periodic benefit expense related to pension and other postretirement costs was $0.8 million and $2.2 million for the three and six months ended May 31, 2009, respectively. During the three and six months ended May 31, 2008, the Company participated in Morgan Stanley sponsored plans and was allocated costs of $0.7 million and $1.1 million, respectively.
 
11. SHARE BASED COMPENSATION

On November 6, 2007, the Company’s Board of Directors approved the award of founders grants to its employees in the form of restricted stock units and/or options (“Founders Grant Award”). The aggregate value of the grants, which were made on November 14, 2007, was approximately $68.0 million. The restricted stock units and options vest over a four year period, with 50% vesting on the second anniversary of the grant date and 25% vesting on each of the third and fourth anniversary of the grant date. The options have an exercise price per share of $18.00 and have a term of 10 years, subject to earlier cancellation in certain circumstances. The aggregate value of the options was calculated using the Black-Scholes valuation method consistent with SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123R”).

On December 16, 2008, the Company, as a component of the 2008 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2008 Bonus Award”). The aggregate value of the grants was approximately $9.5 million of restricted stock units. The restricted stock units vest over a three year period, with one-third vesting on January 8, 2010, January 10, 2011 and January 9, 2012, respectively. Approximately $4.2 million of this grant was awarded to retirement-eligible employees under the award terms.  Based on interpretive guidance related to SFAS No. 123R, the Company accrues the estimated cost of these awards over the course of the fiscal year in which the award is earned. As such, the Company accrued the estimated cost of the fiscal 2008 Bonus Award granted to retirement-eligible employees over the 2008 fiscal year rather than expensing the awards on the date of grant.
 
For the Founders Grant Award, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the 2008 Bonus Award, all or a portion of the award may be cancelled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees.

During the six months ended May 31, 2009, the Company awarded 13,703 shares in MSCI common stock and 7,824 restricted stock units to directors who were not employees of the Company or Morgan Stanley during the period.  During the six months ended May 31, 2008, the Company awarded 9,776 shares in MSCI common stock and 8,096 restricted stock units to directors who were not employees of the Company or Morgan Stanley during the period.
 
Share based compensation expense was $8.9 million and $16.6 million for the three and six months ended May 31, 2009, of which $7.3 million and $13.5 million was related to the Founders Grant Award. Share based compensation expense for the three and six months ended May 31, 2008 was $7.7 million and $13.4 million, of which $6.9 million and $11.7 million was related to the Founders Grant Award, respectively.

 
15

 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
12. INCOME TAXES
 
The Company’s provision for income taxes was $12.4 million and $11.8 million for the three months ended May 31, 2009 and 2008, respectively, and $22.0 million and $22.6 million for the six months ended May 31, 2009 and 2008, respectively.  These amounts reflect effective tax rates of 38.6% and 38.7% for the three months ended May 31, 2009 and 2008, respectively, and 37.7% and 38.2% for the six months ended May 31, 2009 and 2008, respectively. The effective tax rate of 37.7% for the six months ended May 31, 2009 reflects the Company’s estimate of the effective annual tax rate adjusted for discrete events that occurred during the period.

The Company is under examination by the Internal Revenue Service (the “IRS”) and other tax authorities in certain countries, such as Japan and the United Kingdom, and states in which the Company has significant business operations, such as New York.  The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions resulting from these open examinations and subsequent years’ examinations.  The Company believes the resolution of tax matters will not have a material effect on the consolidated financial condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs.
 
The following table summarizes the major taxing jurisdictions in which the Company and its affiliates operate and the open tax years for each major jurisdiction:

 
Tax Jurisdiction
Open Tax Years
 
 
United States
1999-2007
 
 
California
2004-2007
 
 
New York State and City
2002-2007
 
 
Hong Kong
2001-2007
 
 
Japan
2004-2007
 


13. SEGMENT INFORMATION

FASB Statement No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Based on the Company’s integration and management strategies, the Company leverages common production and development teams to create, produce and license investment decision support tools to various types of investment organizations worldwide. On this basis, the Company assesses that it operates in a single business segment.
 
Revenue by geography is based on the shipping address of the customer.
 
The following table sets forth revenue for the periods indicated by geographic area:

   
Three Months Ended
 
Six Months Ended
   
May 31, 2009
   
May 31, 2008
 
May 31, 2009
   
May 31, 2008
Revenues
 
(in thousands)
 
(in thousands)
Americas:
                   
United States
 
$
53,070
   
53,004
 
$
103,093
   
$
104,191
Other
   
3,496
     
3,249
   
6,876
     
6,346
                             
Total Americas
   
56,566
     
56,253
   
109,969
     
110,537
                             
EMEA:
                           
United Kingdom
   
13,368
     
13,851
   
26,944
     
27,038
Other
   
21,416
     
20,788
   
42,113
     
42,738
 
 
16

 
 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
                             
Total EMEA
   
34,784
     
34,639
   
69,057
     
69,776
                             
Asia & Australia:
                           
Japan
   
9,982
     
9,549
   
20,352
     
18,027
Other
   
8,043
     
7,754
   
15,912
     
14,806
                             
Total Asia & Australia
   
18,025
     
17,303
   
36,264
     
32,833
                             
Total
 
$
109,375
   
$
108,195
 
$
215,290
   
$
213,146
 
 
Long-lived assets consist of property, equipment, leasehold improvements, goodwill and intangible assets, net of accumulated depreciation and amortization.
 
The following table sets forth long-lived assets on the dates indicated by geographic area:
 
   
As of
 
   
May 31,
2009
   
November 30,
2008
 
Long-lived assets
 
(in thousands)
 
             
Americas:
           
United States
 
$
585,014
   
$
597,254
 
Other
   
542
     
320
 
                 
Total Americas
   
585,556
     
597,574
 
                 
EMEA:
               
United Kingdom
   
1,286
     
1,572
 
Other
   
12,253
     
11,722
 
                 
Total EMEA
   
13,539
     
13,294
 
                 
Asia & Australia:
               
Japan
   
519
     
483
 
Other
   
4,749
     
4,626
 
                 
Total Asia & Australia
   
5,268
     
5,109
 
                 
Total
 
$
604,363
   
$
615,977
 
 
 
14. LEGAL MATTERS
 
From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, operating results, financial condition or cash flows.

 
17

 
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders of MSCI Inc.:
 
We have reviewed the accompanying condensed consolidated statement of financial position of MSCI Inc. and subsidiaries (the “Company”) as of May 31, 2009, and the related condensed consolidated statements of income for the three-month and six-month periods ended May 31, 2009 and 2008, and the condensed consolidated statements of cash flows for the six-month periods ended May 31, 2009 and 2008. These interim financial statements are the responsibility of the management of MSCI Inc.
 
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of MSCI Inc. and subsidiaries as of November 30, 2008, and the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for the fiscal year then ended (not presented herein) included in the Company’s Annual Report on Form 10-K; and in our report dated January 29, 2009, which report contains an explanatory paragraph relating to the adoption, in fiscal 2008, of Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of November 30, 2008 is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.
 
/s/ Deloitte & Touche LLP
 
New York, New York
July 2, 2009
 

 
18

 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis of the financial condition and results of  operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A.—Risk Factors,” in our Form 10-K.
 
Overview
 
We are a leading global provider of investment decision support tools, including indices and portfolio risk and performance analytics for use by institutions in managing equity, fixed income and multi-asset class portfolios. Our flagship products are our international equity indices marketed under the MSCI brand and our equity portfolio analytics marketed under the Barra brand. Our products are used in many areas of the investment process, including portfolio construction and optimization, performance benchmarking and attribution, risk management and analysis, index-linked investment product creation, asset allocation, investment manager selection and investment research.
 
Our clients include asset owners such as pension funds, endowments, foundations, central banks and insurance companies; institutional and retail asset managers, such as managers of pension assets, mutual funds, exchange traded funds (“ETFs”), hedge funds and private wealth; and financial intermediaries such as broker-dealers, exchanges, custodians and investment consultants. As of May 31, 2009, we had approximately 3,100 clients across 63 countries. We had 21 offices in 15 countries to help serve our diverse client base, with approximately 51.1% of our revenue from clients in the Americas, 32.1% in Europe, the Middle East and Africa (“EMEA”), 9.5% in Japan and 7.3% in Asia-Pacific (not including Japan), based on revenues for the six months ended May 31, 2009.
 
Our principal sales model is to license annual, recurring subscriptions to our products for use at specified locations by a given number of users for an annual fee paid up front. The substantial majority of our revenues come from these annual, recurring subscriptions. Over time, as their needs evolve, our clients often add product modules, users and locations to their subscriptions, which results in an increase in our revenues per client. Additionally, a significant source of our revenues comes from clients who use our indices as the basis for index-linked investment products such as ETFs. These clients commonly pay us a license fee based on the investment product’s assets. We also generate a limited amount of our revenues from certain exchanges that use our indices as the basis for futures and options contracts and pay us a license fee based on their volume of trades.
 
In evaluating our financial performance, we focus on revenue growth for the Company in total and by product category as well as operating profit growth and the level of profitability as measured by our operating margin. Our business is not highly capital intensive and, as such, we expect to continue to convert a high percentage of our operating profits into excess cash in the future. We expect to use this cash to make investments in our business both internally and externally through acquisitions in order to capitalize on the many growth opportunities before us and to expand our market position. Our revenue growth strategy includes: (a) expanding and deepening our relationships with investment institutions worldwide; (b) developing new and enhancing existing equity product offerings, as well as further developing and growing our investment tools for multi-asset class investment institutions; and (c) actively seeking to acquire products, technologies and companies that will enhance, complement or expand our client base and our product offerings.
 
To maintain and accelerate our revenue and operating income growth, we will continue to invest in and expand our operating functions and infrastructure, including new sales and client support staff and facilities in locations around the world and additional staff and supporting technology for our research and our data management and production functions and our general and administrative functions. At the same time, managing and controlling our operating expenses is very important to us and a distinct part of our culture. Over time, our goal is to keep the rate of growth of our operating expenses below the rate of growth of our revenues allowing us to expand our operating margins. However, at times, because of significant market opportunities, it may be more important for us to invest in our business in order to support increased efforts to attract new clients and to develop new product offerings, rather than emphasize short-term operating margin expansion. Furthermore, in some periods our operating expense growth may exceed our operating revenue growth due to the variability of revenues from several of our products, including our equity indices licensed as the basis of ETFs.
 
 
19

 
 
The discussion of our results of operations for the three months ended May 31, 2009 and May 31, 2008 is provided below.  These statements, which reflect our beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially.  For a discussion of the risks and uncertainties that may affect our future results, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Certain Factors Affecting Results of Operations” in Part II, Item 7 and other items throughout our Form 10-K for the fiscal year ended November 30, 2008.  Income from interim periods may not be indicative of future results.
 
Results of Operations
 
Three Months Ended May 31, 2009 Compared to the Three Months Ended May 31, 2008:
 
 
  
Three Months Ended
May 31,
       
 
  
2009
   
2008
   
Increase/(Decrease)
 
 
  
(in thousands, except per share data)
 
Operating revenues
  
$
109,375
   
$
108,195
   
$
1,180
   
1.1
%
Operating expenses:
  
                           
Cost of services
  
 
29,269
     
29,636
     
(367
)
 
(1.2
)%
Selling, general and administrative
  
 
34,052
     
38,005
     
(3,953
)
 
(10.4
)%
Amortization of intangible assets
  
 
6,428
     
7,125
     
(697
)
 
(9.8
)%
Depreciation and amortization of property, equipment, and leasehold improvements
   
2,972
     
522
     
2,450
   
469.3
%
Total operating expenses
  
 
72,721
     
75,288
     
(2,567
)
 
(3.4
)%
Operating income
  
 
36,654
     
32,907
     
3,747
   
11.4
%
Interest expense (income) and other, net
  
 
4,682
     
2,522
     
2,160
   
85.6
%
Provision for income taxes
  
 
12,354
     
11,754
     
600
   
5.1
%
Net income
  
$
19,618
   
$
18,631
   
$
987
   
5.3
%
 
  
                           
Earnings per basic common share
  
$
0.20
   
$
0.19
   
$
0.01
   
5.3
%
 
  
                           
Earnings per diluted common share
  
$
0.19
   
$
0.18
   
$
0.01
   
5.6
%
 
  
                           
Operating margin
  
 
33.5
%
   
30.4
%
             
 
Operating Revenues
 
We group our revenues into the following four product categories:
 
 
 
Equity indices
 
 
 
Equity portfolio analytics
 
 
 
Multi-asset class portfolio analytics
 
 
 
Other products
 
The following table summarizes the revenue by category for the three months ended May 31, 2009 compared to the three months ended May 31, 2008:
 
 
  
Three Months Ended
May 31,
  
             
   
2009
   
2008
   
Increase/(Decrease)
 
   
(in thousands)
                 
                                 
Equity indices:
  
   
  
     
  
               
Equity index subscriptions
  
$
47,282
  
 
$
41,804
  
 
$
5,478
     
13.1
Equity index asset based fees
    15,220       18,307       (3,087 )     (16.9 )%
                                 
Total equity indices
    62,502       60,111       2,391       4.0 %
Equity portfolio analytics
    31,582       33,902       (2,320 )     (6.8 )%
Multi-asset class portfolio analytics
    9,572       8,598       974       11.3 %
Other products
    5,719       5,584       135       2.4 %
                                 
Total operating revenues
  $ 109,375     $ 108,195     $ 1,180       1.1 %
 
 
20

 
Total operating revenues for the three months ended May 31, 2009 increased 1.1% to $109.4 million compared to $108.2 million for the three months ended May 31, 2008. The growth was comprised of a 4.7% increase to $94.2 million in subscription revenues offset, in part, by a 16.9% decrease in equity index asset based fees.  The increase in subscription revenues was driven by an increase in our revenues related to equity index subscriptions, multi-asset class portfolio analytics and other products, which were up 13.1%, 11.3% and 2.4%, respectively, for the three months ended May 31, 2009, offset, in part, by declines of 6.8% in equity portfolio analytics. Our revenues are impacted by changes in exchange rates primarily as they relate to the U.S. dollar. Using exchange rates for the same period of the prior year, our revenues, excluding asset based fees, for the three months ended May 31, 2009 would have been higher by $1.2 million had the U.S. dollar not strengthened relative to the prior year.

Revenues related to equity indices increased 4.0% to $62.5 million for the three months ended May 31, 2009 compared to the same period in 2008. Revenues from the equity index subscriptions sub-category were up 13.1% to $47.3 million during the current period with strength across all regions. This growth was led by increases in our emerging market, small cap, and developed market index modules as well as derivative product license fees and user fees, which more than offset a decline in fees for historical index data.

Revenues attributable to the equity index asset based fees sub-category decreased 16.9% to $15.2 million for the three months ended May 31, 2009 compared to the same period in 2008 primarily reflecting decreases of 19.4% to $11.7 million for the ETF asset based fees sub-category of that category.  The average value of assets in ETFs linked to MSCI equity indices decreased 27.0% to $134.7 billion for the three months ended May 31, 2009 compared to $184.4 billion for the three months ended May 31, 2008.  As of May 31, 2009, the value of assets in ETFs linked to MSCI equity indices was $175.9 billion, representing a decrease of $23.7 billion, or 11.9%, from $199.6 billion as of May 31, 2008. We estimate that the $23.7 billion year-over-year decline in value of assets in ETFs linked to MSCI equity indices was attributable to $65.8 billion of net asset depreciation offset, in part, by $42.1 billion of net cash inflows.
 
The three MSCI indices with the largest amount of ETF assets linked to them as of May 31, 2009 were the MSCI Emerging Markets, EAFE and U.S. Broad Market Indices with $45.1 billion, $33.6 billion and $10.2 billion in assets, respectively.
 
The following table sets forth the value of assets in ETFs linked to MSCI indices and the sequential change of such assets as of the periods indicated:
 

 
  
Quarter Ended
 
  
2008
  
2009
$ in Billions
  
February
  
May
  
August
   
November
  
February
   
May
AUM in ETFs linked to MSCI Indices
  
$
179.2
  
$
199.6
  
$
166.3
   
$
119.0
  
$
107.8
   
$
175.9
Sequential Change ($ Growth in Billions)
  
   
  
   
  
           
  
           
Market Appreciation/(Depreciation)
  
$
(15.2
$
9.9
  
$
(31.2
)
 
$
(63.2
$
(13.6
)
 
$
42.2
Cash Inflow/(Outflow)
  
 
2.7
  
 
10.5
  
 
(2.1
   
15.9
  
 
2.4
     
25.9
 
  
   
  
   
  
           
  
           
Total Change
  
$
(12.5
)
$
20.4
  
$
(33.3
 
$
(47.3
$
(11.2
)
 
$
68.1
 
  
   
  
   
  
           
  
           
Source: Bloomberg and MSCI
  
   
  
   
  
           
  
           
 
 
21

 

 
The following table sets forth the average value of assets in ETFs linked to MSCI indices for the quarters ended:
 
 
  
Quarterly Average
 
  
2008
  
2009
$ in Billions
  
February
  
May
  
August
  
November
  
February
  
May
AUM in ETFs linked to MSCI Indices
  
$
183.2
  
$
184.4
  
$
178.3
  
$
134.9
  
$
126.4
  
$
134.7
 
Source: Bloomberg and MSCI
 
The value of the assets in ETFs linked to our equity indices as of the last day of the month and the monthly average balance for the prior six months can be found under the link “AUM in ETFs Linked to MSCI Indices” on our website at http://ir.msci.com. Information contained on our website is not incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC.
 
Revenues related to equity portfolio analytics products decreased 6.8% to $31.6 million for the three months ended May 31, 2009 compared to the same period in 2008 resulting from lower levels of new subscriptions and lower retention rates in recent quarters, most notably for Aegis, our propriety equity risk data and software product. Within equity portfolio analytics, Aegis revenue declined 9.7% to $21.0 million, while Models Direct, our proprietary risk data accessed directly, and Barra on Vendors, our proprietary risk data product accessed through vendors, remained flat for the three months ended May 31, 2009 compared to the same period in 2008.

Revenues related to multi-asset class portfolio analytics increased 11.3% to $9.6 million for the three months ended May 31, 2009 compared to the same period in 2008. This growth reflects an increase of 21.6% to $7.2 million for BarraOne and a decrease of 11.1% to $2.4 million for TotalRisk, which is a product being decommissioned with its existing users being given the opportunity to transition to BarraOne. The growth in BarraOne was led by the asset manager category and, from a regional perspective, the Americas, reflecting growth in new subscriptions as well as relatively high retention rates.
 
Revenues from other products increased 2.4% to $5.7 million for the three months ended May 31, 2009 compared to the same period in 2008. This reflects an increase of 12.6% to $3.7 million for our energy and commodity analytics products, partially offset by a decline of 29.9% to $0.4 million in asset based fees from investment products linked to MSCI investable hedge fund indices and a decrease of 7.6% to $1.6 million for fixed income analytics products.
 
Run Rate
 
At the end of any period, we generally have subscription and investment product license agreements in place for a large portion of our total revenues for the following 12 months. We measure the fees related to these agreements and refer to this as our “Run Rate.” The Run Rate at a particular point in time represents the forward-looking fees for the next 12 months from all subscriptions and investment product licenses we currently provide to our clients under renewable contracts assuming all contracts that come up for renewal are renewed and assuming then-current exchange rates. For any license where fees are linked to an investment product’s assets or trading volume, the Run Rate calculation reflects an annualization of the most recent periodic fee earned under such license. The Run Rate does not include fees associated with “one-time” and other non-recurring transactions. 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 we have 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.
 
Because the Run Rate represents potential future fees, there is typically a delayed impact on our operating revenues from changes in our Run Rate. In addition, the actual amount of revenues we will realize over the following 12 months will differ from the Run Rate because of:
 
 
 
revenues associated with new subscriptions and one-time sales;
 
 
 
modifications, cancellations and non-renewals of existing agreements, subject to specified notice requirements;
 
 
 
fluctuations in asset-based fees, which may result from market movements or from investment inflows into and outflows from investment products linked to our indices;
 
 
 
price changes;
 
 
 
timing differences under GAAP between when we receive fees and the realization of the related revenues; and
 
 
 
fluctuations in foreign exchange rates.
 
 
22

 
The following tables set forth our Run Rates as of the dates indicated and the percentage growth over the periods indicated:
                       
   
As of
     
   
 
May 31,
 
February 28,
   
Year Over Year
 
Sequential
   
2009
 
2008
 
2009
   
Comparison
 
Comparison
   
(in thousands)
     
Run Rates
                             
Equity indices
                             
Subscription
 
$
178,634
   
$
158,989
   
$
174,242
     
12.4
 
%
   
2.5
 
%
Asset based fees
   
68,892
     
78,926
     
50,574
     
(12.7
)
%
   
36.2
 
%
                                             
Equity Indices total
   
247,526
     
237,915
     
224,816
     
4.0
 
%
   
10.1
 
%
Equity portfolio analytics
   
126,344
     
135,616
     
126,789
     
(6.8
)
%
   
(0.4
)
%
Multi-asset class analytics
   
37,194
     
31,861
     
35,309
     
16.7
 
%
   
5.3
 
%
Other products (1)
   
21,612
     
22,329
     
20,993
     
(3.2
)
%
   
2.9
 
%
                                             
Total Run Rate
 
$
432,676
   
$
427,721
   
$
407,907
     
1.2
 
%
   
6.1
 
%
                                             
                                 
Subscription total
 
$
362,784
   
$
346,011
   
$
356,333
     
4.8
 
%
   
1.8
 
%
Asset based fees total
   
69,892
     
81,710
     
51,574
     
(14.5
)
%
   
35.5
 
%
                                             
Total Run Rate
 
$
432,676
   
$
427,721
   
$
407,907
     
1.2
 
%
   
6.1
 
%
(1) Includes run rate related to subscriptions to other products, including energy and commodity valuation tools and fixed income analytics, and to hedge fund asset based fees.

Changes in Run Rate between periods reflect increases from new subscriptions, decreases from cancellations, increases or decreases, as the case may be, from the change in the value of assets of investment products linked to MSCI indices, the change in trading volumes of futures and options contracts linked to MSCI indices, price changes and fluctuations in foreign exchange rates.
 
At May 31, 2009, we had a total of 3,080 clients, excluding clients that pay only asset based fees, as compared to 3,032 at May 31, 2008 and 3,074 at February 28, 2009. The sequential increase in the client count reflects an increase across all client types except for a slight decline in the number of hedge fund clients.
 
Aggregate and Core Retention Rates

The following table sets forth our Aggregate Retention Rates by product category for the three months ended:
 
   
May 31,
 
   
2009
   
2008
 
                 
Equity Index
   
92.8
%
   
94.3
%
Equity Portfolio Analytics
   
82.0
%
   
88.9
%
Multi-Asset Class Analytics
   
83.2
%
   
76.9
%
Other
   
88.3
%
   
96.1
%
Total
   
87.7
%
   
90.6
%
 
 
23

 
The following table sets forth our Core Retention Rates by product category for the three months ended:

   
May 31,
 
   
2009
   
2008
 
             
Equity Index
   
93.2
%
   
94.5
%
Equity Portfolio Analytics
   
83.5
%
   
91.8
%
Multi-Asset Class Analytics
   
93.7
%
   
76.9
%
Other
   
89.6
%
   
96.1
%
Total
   
89.5
%
   
91.9
%

The quarterly Aggregate Retention Rates are calculated by annualizing the cancellations for which we have received a notice of termination or non-renewal during the quarter and we have 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. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Aggregate Retention Rate for the quarter.  The Aggregate Retention Rate is computed on a product-by-product basis. Therefore, if a client reduces the number of products to which it subscribes or switches between our products, we treat it as a cancellation. In addition, we treat any reduction in fees resulting from renegotiated contracts as a cancellation in the calculation to the extent of the reduction.  Aggregate Retention Rates are generally higher during the first three fiscal quarters and lower in the fourth fiscal quarter. For the calculation of the Core Retention Rate the same methodology is used except the cancellations in the quarter are reduced by the amount of product swaps.
 
Retention Rates for the three months ended May 31, 2009 declined, reflecting clients’ budget constraints due to depressed equity values as a result of stock market volatility, the closure or merger of a number of our clients and the shutdown of quantitative funds and teams. In fiscal 2008, 48% of our cancellations occurred in the fourth fiscal quarter. In years prior to fiscal 2008, approximately 40%, on average, of our subscription cancellations occurred in the fourth fiscal quarter.
 
Operating Expenses

Operating expenses decreased 3.4% to $72.7 million for the three months ended May 31, 2009 compared to $75.3 million in the same period in 2008.   The decrease reflects lower costs allocated by Morgan Stanley for staffing services, reduced costs for consulting services, and reduced amortization of our intangible assets, partially offset by increases in compensation costs and depreciation expenses.  Our operating expenses are impacted by changes in exchange rates primarily as they relate to the U.S. dollar.  Using exchange rates for the same period of the prior year, our operating expense for the three months ended May 31, 2009 would have been higher by $3.9 million had the U.S. dollar not strengthened relative to the prior year.
 
Compensation and benefits expenses represent the majority of our expenses across all of our operating functions and typically have rep