Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'MSCI | ' |
Entity Registrant Name | 'MSCI INC. | ' |
Entity Central Index Key | '0001408198 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 118,403,925 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Financial Condition (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $283,750 | $183,309 |
Short-term investments | ' | 70,898 |
Accounts receivable (net of allowances of $978 and $964 at September 30, 2013 and December 31, 2012, respectively) | 179,920 | 153,557 |
Deferred taxes | 50,386 | 49,552 |
Prepaid taxes | 47,377 | 32,431 |
Prepaid and other assets | 28,662 | 25,088 |
Total current assets | 590,095 | 514,835 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $73,856 and $59,078 at September 30, 2013 and December 31, 2012, respectively) | 73,809 | 67,419 |
Goodwill | 1,797,223 | 1,783,410 |
Intangible assets (net of accumulated amortization of $359,513 and $316,099 at September 30, 2013 and December 31, 2012, respectively) | 607,766 | 641,074 |
Other non-current assets | 12,696 | 12,901 |
Total assets | 3,081,589 | 3,019,639 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Accounts payable | 1,319 | 2,985 |
Accrued compensation and related benefits | 96,030 | 113,359 |
Other accrued liabilities | 46,380 | 42,486 |
Current maturities of long-term debt | 54,130 | 43,093 |
Deferred revenue | 334,094 | 308,022 |
Total current liabilities | 531,953 | 509,945 |
Long-term debt, net of current maturities | 753,285 | 811,623 |
Deferred taxes | 229,877 | 234,245 |
Other non-current liabilities | 44,327 | 38,595 |
Total liabilities | 1,559,442 | 1,594,408 |
Commitments and Contingencies (see Note 8) | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued) | ' | ' |
Common stock (par value $0.01; 750,000,000 common shares authorized; 125,305,504 and 124,033,980 common shares issued and 118,403,925 and 120,114,586 common shares outstanding at September 30, 2013 and December 31, 2012, respectively) | 1,253 | 1,240 |
Treasury shares, at cost (6,901,579 and 3,919,394 common shares held at September 30, 2013 and December 31, 2012, respectively) | -236,136 | -120,926 |
Additional paid in capital | 1,036,732 | 1,000,014 |
Retained earnings | 722,999 | 547,699 |
Accumulated other comprehensive income (loss) | -2,701 | -2,796 |
Total shareholders' equity | 1,522,147 | 1,425,231 |
Total liabilities and shareholders' equity | $3,081,589 | $3,019,639 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $978 | $964 |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | 73,856 | 59,078 |
Intangible assets, accumulated amortization | $359,513 | $316,099 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 125,305,504 | 124,033,980 |
Common stock, shares outstanding | 118,403,925 | 120,114,586 |
Treasury shares | 6,901,579 | 3,919,394 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Operating revenues | $258,238 | $235,444 | $768,045 | $703,061 |
Operating expenses: | ' | ' | ' | ' |
Cost of services | 80,040 | 68,350 | 243,584 | 213,884 |
Selling, general and administrative | 65,380 | 62,973 | 184,623 | 176,011 |
Restructuring | ' | ' | ' | -51 |
Amortization of intangible assets | 14,448 | 15,959 | 43,443 | 47,877 |
Depreciation and amortization of property, equipment and leasehold improvements | 5,934 | 4,633 | 16,260 | 13,711 |
Total operating expenses | 165,802 | 151,915 | 487,910 | 451,432 |
Operating income | 92,436 | 83,529 | 280,135 | 251,629 |
Interest income | -265 | -252 | -770 | -712 |
Interest expense | 5,827 | 7,314 | 19,351 | 49,250 |
Other expense (income) | 627 | 873 | 497 | 1,997 |
Other expense (income), net | 6,189 | 7,935 | 19,078 | 50,535 |
Income before provision for income taxes | 86,247 | 75,594 | 261,057 | 201,094 |
Provision for income taxes | 30,937 | 27,320 | 85,757 | 71,308 |
Net income | $55,310 | $48,274 | $175,300 | $129,786 |
Earnings per basic common share | $0.46 | $0.39 | $1.45 | $1.06 |
Earnings per diluted common share | $0.46 | $0.39 | $1.44 | $1.05 |
Weighted average shares outstanding used in computing earnings per share: | ' | ' | ' | ' |
Basic | 119,607 | 122,261 | 120,497 | 122,016 |
Diluted | 120,578 | 123,450 | 121,446 | 123,287 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $55,310 | $48,274 | $175,300 | $129,786 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustments | 6,522 | 2,228 | -1,252 | 2,166 |
Income tax effect | -2,519 | -855 | 479 | -867 |
Foreign currency translation adjustments, net | 4,003 | 1,373 | -773 | 1,299 |
Unrealized gains (losses) on cash flow hedges | 197 | 610 | 1,364 | 1,134 |
Income tax effect | -77 | -234 | -524 | -457 |
Unrealized gains (losses) on cash flow hedges, net | 120 | 376 | 840 | 677 |
Unrealized gains (losses) on available-for-sale securities | ' | 10 | -5 | 8 |
Income tax effect | ' | -4 | 2 | -4 |
Unrealized gains (losses) on available-for-sale securities, net | ' | 6 | -3 | 4 |
Pension and other post-retirement adjustments | -68 | 120 | 47 | 1,033 |
Income tax effect | 17 | -56 | -16 | -276 |
Pension and other post-retirement adjustments, net | -51 | 64 | 31 | 757 |
Other comprehensive income (loss), net of tax | 4,072 | 1,819 | 95 | 2,737 |
Comprehensive income | $59,382 | $50,093 | $175,395 | $132,523 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $175,300 | $129,786 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Amortization of intangible assets | 43,443 | 47,877 |
Stock-based compensation expense | 19,150 | 19,409 |
Depreciation and amortization of property, equipment and leasehold improvements | 16,260 | 13,711 |
Amortization of debt origination fees | 2,179 | 17,099 |
Deferred taxes | -2,125 | -23,701 |
Amortization of discount on long-term debt | 699 | 5,072 |
Excess tax benefits from stock-based compensation | -1,766 | -1,579 |
Other non-cash adjustments | -748 | -136 |
Changes in assets and liabilities, net of assets and liabilities acquired: | ' | ' |
Accounts receivable | -26,762 | 56,822 |
Prepaid income taxes | -13,067 | 84 |
Prepaid and other assets | -3,393 | 436 |
Accounts payable | -2,017 | 1,448 |
Deferred revenue | 25,454 | 33,301 |
Accrued compensation and related benefits | -16,161 | -22,683 |
Other accrued liabilities | 3,147 | -4,531 |
Other | 6,444 | 15,248 |
Net cash provided by operating activities | 226,037 | 287,663 |
Cash flows from investing activities | ' | ' |
Proceeds from redemption of short-term investments | 70,900 | 153,032 |
Purchase of short-term investments | ' | -106,315 |
Acquisitions, net of cash acquired | -23,268 | ' |
Proceeds from the sale of capital equipment | 29 | ' |
Capitalized software development costs | -1,829 | ' |
Capital expenditures | -20,899 | -38,109 |
Net cash provided by investing activities | 24,933 | 8,608 |
Cash flows from financing activities | ' | ' |
Proceeds from borrowing, net of discount | ' | 876,087 |
Repayment of long-term debt | -48,000 | -1,092,563 |
Payment of debt issuance costs | ' | -3,870 |
Repurchase of treasury shares | -109,928 | -2,924 |
Proceeds from exercise of stock options | 9,308 | 10,761 |
Excess tax benefits from stock-based compensation | 1,766 | 1,579 |
Net cash used in financing activities | -146,854 | -210,930 |
Effect of exchange rate changes | -3,675 | 2,906 |
Net increase (decrease) in cash and cash equivalents | 100,441 | 88,247 |
Cash and cash equivalents, beginning of period | 183,309 | 252,211 |
Cash and cash equivalents, end of period | 283,750 | 340,458 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 15,099 | 28,593 |
Cash paid for income taxes | 99,642 | 92,575 |
Supplemental disclosure of non-cash investing activities: | ' | ' |
Property, equipment and leasehold improvements in other accrued liabilities | $5,219 | $3,463 |
Introduction_and_Basis_of_Pres
Introduction and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Introduction and Basis of Presentation | ' |
1. INTRODUCTION AND BASIS OF PRESENTATION | |
MSCI Inc. together with its wholly-owned subsidiaries (the “Company” or “MSCI”) is a global provider of investment decision support tools, including indices, portfolio risk and performance analytics and corporate governance products and services. The Company’s flagship products are its global equity indices and environmental, social and governance (“ESG”) products marketed under the MSCI and MSCI ESG brands, its portfolio risk and performance analytics covering global equity and fixed income markets marketed under the Barra brand, its market and credit risk analytics marketed under the RiskMetrics and Barra brands, its governance research and outsourced proxy voting and reporting services, and executive compensation analytics tools marketed under the ISS brand, its valuation models and risk management software for the energy and commodities markets marketed under the FEA brand, its private real estate benchmarks marketed under the IPD brand and its products for monitoring, analyzing and reporting on institutional assets for institutional investment consultants marketed under the InvestorForce brand. | |
MSCI operates as two segments: the Performance and Risk business and the Governance business. The Performance and Risk business is a global provider of investment decision support tools, including equity indices, real estate indices and benchmarks, portfolio risk and performance analytics, credit analytics and ESG products. The Governance business is a provider of corporate governance products, services and data solutions to institutional shareholders and corporations around the world. (See Note 12, “Segment Information,” for further information about MSCI’s operating segments.) | |
Basis of Presentation and Use of Estimates | |
These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of September 30, 2013 and December 31, 2012, the results of operations and comprehensive income for the three and nine months ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2012. The unaudited condensed consolidated financial statement information as of December 31, 2012 has been derived from the 2012 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. | |
The Company’s unaudited 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 unaudited 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 revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |
Intercompany balances and transactions are eliminated in consolidation. | |
Adjustment to Revenue | |
During the nine months ended September 30, 2012, as a result of a one-time adjustment, the Company recorded a $5.2 million cumulative revenue reduction to correct an immaterial error related to revenues previously reported through December 31, 2011. The effect of recording this adjustment in the nine months ended September 30, 2012 resulted in a one-time decrease to the energy and commodity analytics products revenues in the Company’s Unaudited Condensed Consolidated Statement of Income and an increase in deferred revenues in the Company’s Unaudited Condensed Consolidated Statement of Financial Condition. It was determined that under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 985-605, “Software Revenue Recognition,” the Company incorrectly established vendor specific objective evidence, or VSOE, for certain energy and commodity analytics products and as a result should not have been recognizing a substantial portion of the revenue immediately upon delivery or renewal of a time-based subscription license, the terms of which are generally one year. Rather, the entire license fee should have been recognized ratably over the term of the license. As such, the Company made the cumulative adjustment effective January 1, 2012 and started recognizing revenue related to all contracts still in effect as of this date ratably over the remainder of the term. The Company began recognizing revenue ratably over the contract term for any new contracts entered into on or after January 1, 2012. Based upon an evaluation of all relevant factors, management believes the correcting adjustment did not have a material impact on the Company’s previously reported results and, accordingly, has determined that restatement of previously issued financial statements is not necessary. | |
Concentrations | |
Financial instruments that may potentially subject the Company to concentrations of credit risk consist principally of cash deposits and short-term investments. At September 30, 2013 and December 31, 2012, cash and cash equivalent amounts were $283.8 million and $183.3 million, respectively. The Company held no short-term investments at September 30, 2013. At December 31, 2012, the Company had invested $70.9 million in U.S. Treasury Securities with maturity dates ranging from 91 to 360 days from the date of purchase. The Company receives interest at prevailing money market fund rates on its cash deposits. | |
For the three and nine months ended September 30, 2013 and 2012, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Recent_Accounting_Standards_Up
Recent Accounting Standards Updates | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Standards Updates | ' |
2. RECENT ACCOUNTING STANDARDS UPDATES | |
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” or ASU 2013-02. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes thereto, significant amounts reclassified from accumulated other comprehensive income by the respective net income line item. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s unaudited condensed consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes,” or ASU 2013-10. The amendments in this update permit the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge accounting purposes under ASC Topic 815, “Derivatives and Hedging,” in addition to the interest rates on direct Treasury obligations of the U.S. government and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges. This new guidance is to be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” or ASU 2013-11. The amendments in this update require that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except under a few limited circumstances. The amendments in this update do not require new recurring disclosures. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Statement Of Income And Comprehensive Income [Abstract] | ' | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
3. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
As required by ASC Subtopic 220-10, “Comprehensive Income—Overall,” the following table presents the amounts reclassified from accumulated other comprehensive income (loss) by the respective line item in the Unaudited Condensed Consolidated Statements of Income: | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other Comprehensive Income | Amount Reclassified from Accumulated | Affected Line Item in the | |||||||||
(Loss) Components | Other Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statement of | |||||||||||
Income | |||||||||||
Three Months | Nine Months | ||||||||||
Ended | Ended | ||||||||||
September 30, | September 30, | ||||||||||
2013 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | (197 | ) | $ | (1,364 | ) | Interest expense | ||||
77 | 524 | Tax benefit | |||||||||
$ | (120 | ) | $ | (840 | ) | Net of tax | |||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Total reclassifications for the period, net of tax | $ | (120 | ) | $ | (837 | ) | |||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. |
Earnings_Per_Common_Share
Earnings Per Common Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
4. EARNINGS PER COMMON SHARE | |||||||||||||||||
Basic earnings per share (“EPS”) is computed by dividing income available to MSCI common shareholders by the weighted average number of common shares outstanding during the period. Shares of common stock outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements. Diluted EPS reflects the assumed conversion of all dilutive securities. There were 1,133 and 453 anti-dilutive securities excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2013, respectively. There were no anti-dilutive securities excluded from the calculation of diluted EPS for the three months ended September 30, 2012. There were 2,903 anti-dilutive securities excluded from the calculation of diluted EPS for the nine months ended September 30, 2012. | |||||||||||||||||
The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net income | $ | 55,310 | $ | 48,274 | $ | 175,300 | $ | 129,786 | |||||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (211 | ) | (304 | ) | (668 | ) | (818 | ) | |||||||||
Earnings available to MSCI common shareholders | $ | 55,099 | $ | 47,970 | $ | 174,632 | $ | 128,968 | |||||||||
Basic weighted average common shares outstanding | 119,607 | 122,261 | 120,497 | 122,016 | |||||||||||||
Basic weighted average common shares outstanding | 119,607 | 122,261 | 120,497 | 122,016 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options and restricted stock units | 971 | 1,189 | 949 | 1,271 | |||||||||||||
Diluted weighted average common shares outstanding | 120,578 | 123,450 | 121,446 | 123,287 | |||||||||||||
Earnings per basic common share | $ | 0.46 | $ | 0.39 | $ | 1.45 | $ | 1.06 | |||||||||
Earnings per diluted common share | $ | 0.46 | $ | 0.39 | $ | 1.44 | $ | 1.05 | |||||||||
(1) | Restricted stock units granted to employees prior to 2013 and all restricted stock units granted to independent directors of the Company have a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units are not included as incremental shares in the diluted EPS computation. |
ShortTerm_Investments
Short-Term Investments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Short-Term Investments | ' | ||||||||||||||||
5. SHORT-TERM INVESTMENTS | |||||||||||||||||
In the nine months ended September 30, 2013, the Company began investing excess cash in money market funds and other similar cash equivalents rather than in U.S. Treasury securities and other short-term investments as it had in prior periods. As a result, the Company held no short-term investments as of September 30, 2013. | |||||||||||||||||
The fair value and gross unrealized gains and losses of securities available-for-sale as of December 31, 2012 were as follows: | |||||||||||||||||
(in thousands) | Amortized | Gross | Gross | Estimated | |||||||||||||
Cost plus | unrealized | unrealized | Fair | ||||||||||||||
Accrued | gains | losses | value | ||||||||||||||
Interest | |||||||||||||||||
Debt securities available-for-sale | |||||||||||||||||
U.S. Treasury securities | $ | 70,893 | $ | 5 | $ | — | $ | 70,898 | |||||||||
There were no investments with continuous unrealized losses for less than 12 months as of December 31, 2012. |
Property_Equipment_and_Leaseho
Property, Equipment and Leasehold Improvements | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Property, Equipment and Leasehold Improvements | ' | ||||||||||
6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | |||||||||||
Property, equipment and leasehold improvements at September 30, 2013 and December 31, 2012 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | September 30, | December 31, | ||||||||
Useful Lives | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 83,708 | $ | 67,529 | ||||||
Furniture & fixtures | 7 years | 8,182 | 7,847 | ||||||||
Leasehold improvements | 3 to 21 years | 50,573 | 48,405 | ||||||||
Work-in-process | — | 5,202 | 2,716 | ||||||||
Subtotal | 147,665 | 126,497 | |||||||||
Accumulated depreciation and amortization | (73,856 | ) | (59,078 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 73,809 | $ | 67,419 | |||||||
Depreciation and amortization expense of property, equipment and leasehold improvements was $5.9 million and $4.6 million for the three months ended September 30, 2013 and 2012, respectively. Depreciation and amortization expense of property, equipment and leasehold improvements was $16.3 million and $13.7 million for the nine months ended September 30, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||
7. GOODWLL AND INTANGIBLE ASSETS | |||||||||||||
Goodwill | |||||||||||||
The Company carries goodwill as a result of its acquisitions of Barra, LLC (“Barra”), RiskMetrics Group, LLC (“RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”), as reflected in the table below: | |||||||||||||
Performance | Governance | Total | |||||||||||
and Risk | |||||||||||||
(in thousands) | |||||||||||||
Goodwill at December 31, 2012 (1) | $ | 1,530,849 | $ | 252,561 | $ | 1,783,410 | |||||||
Changes to goodwill (2) | 14,370 | (468 | ) | 13,902 | |||||||||
Foreign exchange translation adjustment | (89 | ) | — | (89 | ) | ||||||||
Goodwill at September 30, 2013 | $ | 1,545,130 | $ | 252,093 | $ | 1,797,223 | |||||||
-1 | During the three months ended September 30, 2013, the Company identified an error in the deferred tax allocation between its operating segments dating back to the June 1, 2010 acquisition of RiskMetrics. The Company determined that a deferred tax liability that was reflected as a component of the Performance and Risk segment’s books should have been recorded on the Governance segment’s books. The adjustment decreases the net deferred tax liability and goodwill value of the Performance and Risk segment’s books by $21.4 million while increasing the net deferred tax liability and goodwill on the Governance segments books by an offsetting $21.4 million. The correction was made during the three months ended September 30, 2013 and the goodwill at December 31, 2012 has been adjusted to reflect the correct allocations between the operating segments. The correction did not have an effect on the Company’s unaudited condensed consolidated financial statements or segment results of operations for any period. | ||||||||||||
(2) | Resulting from the acquisition of InvestorForce, which contributed $11.6 million to the Performance and Risk segment, adjustments to the valuation of acquired IPD assets and liabilities, which contributed $2.7 million to the Performance and Risk segment, and the disposal of the CFRA product line, which removed $0.5 million from the Governance segment. | ||||||||||||
Intangible Assets | |||||||||||||
Amortization expense related to intangible assets for the three months ended September 30, 2013 and 2012 was $14.4 million and $16.0 million, respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2013 and 2012 was $43.4 million and $47.9 million, respectively. | |||||||||||||
The gross carrying amounts, accumulated amortization and net carrying values related to the Company’s identifiable intangible assets are as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Gross intangible assets: | |||||||||||||
Customer relationships | $ | 478,735 | $ | 474,236 | |||||||||
Trademarks/trade names | 257,282 | 256,582 | |||||||||||
Technology/software | 198,322 | 193,192 | |||||||||||
Proprietary process | 3,800 | 3,800 | |||||||||||
Proprietary data | 28,527 | 28,527 | |||||||||||
Subtotal | 966,666 | 956,337 | |||||||||||
Foreign exchange translation adjustment | 613 | 836 | |||||||||||
Total gross intangible assets | $ | 967,279 | $ | 957,173 | |||||||||
Accumulated amortization: | |||||||||||||
Customer relationships | $ | (117,166 | ) | $ | (92,631 | ) | |||||||
Trademarks/trade names | (72,291 | ) | (62,270 | ) | |||||||||
Technology/software | (166,030 | ) | (159,375 | ) | |||||||||
Proprietary process | (2,111 | ) | (1,636 | ) | |||||||||
Proprietary data | (1,772 | ) | (184 | ) | |||||||||
Subtotal | (359,370 | ) | (316,096 | ) | |||||||||
Foreign exchange translation adjustment | (143 | ) | (3 | ) | |||||||||
Total accumulated amortization | $ | (359,513 | ) | $ | (316,099 | ) | |||||||
Net intangible assets: | |||||||||||||
Customer relationships | $ | 361,569 | $ | 381,605 | |||||||||
Trademarks/trade names | 184,991 | 194,312 | |||||||||||
Technology/software | 32,292 | 33,817 | |||||||||||
Proprietary process | 1,689 | 2,164 | |||||||||||
Proprietary data | 26,755 | 28,343 | |||||||||||
Subtotal | 607,296 | 640,241 | |||||||||||
Foreign exchange translation adjustment | 470 | 833 | |||||||||||
Total net intangible assets | $ | 607,766 | $ | 641,074 | |||||||||
The estimated amortization expense for succeeding years is presented below: | |||||||||||||
Fiscal Year | Amortization Expense | ||||||||||||
(in thousands) | |||||||||||||
Remainder of 2013 | $ | 14,481 | |||||||||||
2014 | 58,086 | ||||||||||||
2015 | 58,169 | ||||||||||||
2016 | 56,032 | ||||||||||||
2017 | 49,918 | ||||||||||||
2018 | 47,379 | ||||||||||||
Thereafter | 323,701 | ||||||||||||
Total | $ | 607,766 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||
8. COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||||||||
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 effect on its business, operating results, financial condition or cash flows. | |||||||||||||||||||||||||||||
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 months ended September 30, 2013 and 2012 was $6.5 million and $6.0 million, respectively. Rent expense for the nine months ended September 30, 2013 and 2012 was $18.9 million and $19.0 million, respectively. | |||||||||||||||||||||||||||||
Share repurchase. On December 13, 2012, 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 stock beginning immediately and continuing through December 31, 2014 (the “2012 Repurchase Program”). As part of this authorization, on December 13, 2012, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to initiate share repurchases aggregating $100.0 million (the “December 2012 ASR Program”). The December 2012 ASR Program was structured as a capped ASR in which the Company paid $100.0 million and received approximately 2.2 million shares on December 14, 2012, representing the minimum number of common shares to be repurchased based on a calculation using a specific capped price per share. On July 31, 2013, the Company completed the December 2012 ASR Program, receiving an additional 0.8 million shares. In total, 3.0 million shares were delivered to MSCI for an average purchase price of $33.47 per share. The repurchased shares are held in treasury. | |||||||||||||||||||||||||||||
On August 1, 2013, MSCI entered into a new ASR agreement to initiate share repurchases aggregating $100.0 million (the “August 2013 ASR Program”). The August 2013 ASR Program is structured as a capped ASR in which, on August 2, 2013, MSCI paid $100.0 million and received approximately 1.9 million shares, representing the minimum number of common shares to be repurchased based on a calculation using a specific capped price per share. This price is capped such that only under limited circumstances may the Company be required to deliver shares or pay cash at settlement. The repurchased shares are held in treasury. The Company anticipates that all repurchases under the August 2013 ASR Program will be completed no later than the final repurchase date in December 2013, although settlement of the August 2013 ASR Program may be accelerated under certain circumstances. Additionally, depending on the average share price through the completion date in December 2013, MSCI may receive additional shares under the August 2013 ASR Program. | |||||||||||||||||||||||||||||
The $100.0 million payment for the August 2013 ASR Program was initially split and recorded as a $70.0 million increase to “Treasury stock” and a $30.0 million decrease to “Additional paid in capital” on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition to reflect the initial estimate of the value of shares received. The 2012 Repurchase Program, except for the ASR, may be modified, suspended, terminated or extended by the Company at any time without prior notice. The remaining $100.0 million balance authorized under the 2012 Repurchase Program will be available for utilization through December 31, 2014 at the Company’s discretion. | |||||||||||||||||||||||||||||
Long-term debt. On June 1, 2010, the Company entered into a senior secured credit agreement comprised of (i) a six-year term loan facility (the “2010 Term Loan”) and (ii) a five-year revolving credit facility (the revolving credit facility, together with the 2010 Term Loan, the “2010 Credit Facility”). | |||||||||||||||||||||||||||||
On March 14, 2011, the Company completed the repricing of the 2010 Credit Facility pursuant to Amendment No. 2 to the 2010 Credit Facility (“Amendment No. 2”). Amendment No. 2 provided for the incurrence of a new senior secured term loan (the “2011 Term Loan”). The proceeds of the 2011 Term Loan, together with cash on hand, were used to repay the remaining outstanding balance of the 2010 Term Loan in full. The 2011 Term Loan was to mature in March 2017. | |||||||||||||||||||||||||||||
On May 4, 2012, the Company amended and restated its 2010 Credit Facility (the credit agreement as so amended and restated, the “Amended and Restated Credit Facility”). The Amended and Restated Credit Facility provides for the incurrence of a new senior secured five-year Term Loan A Facility in an aggregate amount of $880.0 million (the “2012 Term Loan”) and a $100.0 million senior secured revolving facility (the “2012 Revolving Credit Facility”). The proceeds of the Amended and Restated Credit Facility, together with cash on hand, were used to repay the remaining outstanding principal of the then-existing 2011 Term Loan. The 2012 Term Loan and the 2012 Revolving Credit Facility mature on May 4, 2017. The Company is required to repay 5.00% per annum of the 2012 Term Loan in quarterly payments over the first two years, 10.00% per annum of the 2012 Term Loan in quarterly payments over the next two years, and 70.00% of the 2012 Term Loan in quarterly payments over the final year. | |||||||||||||||||||||||||||||
The 2012 Term Loan bears interest equal to the London Interbank Offered Rate (“LIBOR”) plus a margin. As of September 30, 2013, the 2012 Term Loan bore interest at LIBOR plus a margin of 2.00%, or 2.18%. In March 2013, the Company made a $15.0 million prepayment on the 2012 Term Loan. | |||||||||||||||||||||||||||||
Current maturities of long-term debt at September 30, 2013 was $54.1 million, net of a $0.9 million discount. Long-term debt, net of current maturities at September 30, 2013 was $753.3 million, net of a $1.7 million discount. | |||||||||||||||||||||||||||||
Current maturities of long-term debt at December 31, 2012 was $43.1 million, net of a $0.9 million discount. Long-term debt, net of current maturities at December 31, 2012 was $811.6 million, net of a $2.4 million discount. | |||||||||||||||||||||||||||||
In connection with entering into the Amended and Restated Credit Facility, the Company paid $5.7 million in fees, $3.9 million of which are being deferred. These financing fees, together with the existing fees related to prior credit facilities, are being amortized over the life of the Amended and Restated Credit Facility. At September 30, 2013, $8.4 million of the deferred financing fees remain unamortized, $2.7 million of which is included in “Prepaid and other assets” and $5.7 million of which is included in “Other non-current assets” on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition. | |||||||||||||||||||||||||||||
The Company amortized $0.7 million and $0.5 million of deferred financing fees in interest expense during the three months ended September 30, 2013 and 2012, respectively. The Company amortized $2.2 million and $17.1 million of deferred financing fees in interest expense during the nine months ended September 30, 2013 and 2012, respectively. Approximately $0.2 million of debt discount was amortized in interest expense during each of the three months ended September 30, 2013 and 2012. Approximately $0.7 million and $5.1 million of debt discount were amortized in interest expense during the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||
At September 30, 2013 and December 31, 2012, the fair market value of the Company’s debt obligations were $813.0 million and $862.3 million, respectively. The fair market value is determined in accordance with accounting standards related to the determination of fair value as discussed in Note 9, “Fair Value Measures,” and represents Level 2 valuations. The Company utilizes the market approach and obtains security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values. | |||||||||||||||||||||||||||||
The Amended and Restated Credit Facility also amended certain negative covenants, including financial covenants. | |||||||||||||||||||||||||||||
As of September 30, 2013, the Company’s retained earnings of $723.0 million were restricted as to the payments of dividends. As outlined in the Amended and Restated Credit Facility, the Company cannot pay or declare any dividends except out of amounts available for restricted payments. As of September 30, 2013, the amount available for restricted payments was $355.7 million, reflecting the Company’s cumulative retained excess cash flows (“CRECF”), as defined in the Amended and Restated Credit Facility, through December 31, 2012 and adjusted for any restricted payments made during the nine months ended September 30, 2013. To the extent the CRECF is utilized for other actions restricted under the Amended and Restated Credit Facility, including stock repurchases, the amount available for restricted payments will be reduced. | |||||||||||||||||||||||||||||
Derivatives and Hedging Activities. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company had previously entered into derivative financial instruments to manage exposures that arose from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, and may do so again in the future. The Company’s derivative financial instruments were used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. | |||||||||||||||||||||||||||||
Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. | |||||||||||||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk. As a result of the repayment of the 2011 Term Loan on May 4, 2012 and the 2010 Term Loan on March 14, 2011, the Company discontinued prospective hedge accounting on its then-existing interest rate swaps as they no longer met hedge accounting requirements. The Company has not entered into new interest rate swaps to hedge its debt and it is not required to do so under the Amended and Restated Credit Facility. The Company continued to report the net loss related to the discontinued cash flow hedges in Accumulated Other Comprehensive Income (Loss) and reclassified this amount into earnings through the contractual term of the swap agreements which ended in August 2013. | |||||||||||||||||||||||||||||
Non-designated Hedges of Foreign Exchange Risk. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign exchange rate movements but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of September 30, 2013, the Company had three outstanding foreign currency forwards with a combined notional amount of $40.5 million that were not designated as hedges in qualifying hedging relationships. | |||||||||||||||||||||||||||||
The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||
(in thousands) | Unaudited Condensed | As of | As of | ||||||||||||||||||||||||||
Consolidated Statements of | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||||
Financial Condition Location | |||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (1,349 | ) | $ | (203 | ) | ||||||||||||||||||||||
Asset derivatives: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Prepaid and other assets | $ | — | $ | 3 | ||||||||||||||||||||||||
The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: | |||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||
Income (Loss) | Income into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | |||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Interest expense | $ | (197 | ) | $ | (610 | ) | Interest expense | $ | — | $ | — | |||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||
Income (Loss) | Income (Loss) into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||
Nine Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | |||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | (695 | ) | Interest expense | $ | (1,364 | ) | $ | (1,827 | ) | Interest expense | $ | — | $ | — | ||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||
Income on Derivatives | Three Months Ended | ||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (1,472 | ) | $ | — | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||
Income on Derivatives | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (185 | ) | $ | — | |||||||||||||||||||||||
Fair_Value_Measures
Fair Value Measures | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measures | ' | ||||||||||||||||
9. FAIR VALUE MEASURES | |||||||||||||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2013: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
September 30, | Prices in | Other | Unobservable | ||||||||||||||
2013 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (1,349 | ) | $ | — | $ | (1,349 | ) | $ | — | |||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
December 31, | Prices in | Other | Unobservable | ||||||||||||||
2012 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Short-term investments: | |||||||||||||||||
U.S. Treasury securities | $ | 70,898 | $ | — | $ | 70,898 | $ | — | |||||||||
Total short-term investments | 70,898 | — | 70,898 | — | |||||||||||||
Foreign exchange contracts | 3 | — | 3 | — | |||||||||||||
Total financial assets | $ | 70,901 | $ | — | $ | 70,901 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (203 | ) | $ | — | $ | (203 | ) | $ | — | |||||||
The Company’s financial assets and liabilities are valued using market prices on both active markets (Level 1) and less active markets (Level 2). The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented. The Company does not hold any financial instruments that would be valued using Level 3 inputs as of the periods presented. | |||||||||||||||||
The Company’s short-term investments consisted of U.S. Treasury securities and were classified within Level 2, as there was not an active market for these securities, but the market pricing data used to calculate the value of the instruments was derived from similar securities traded in active markets. | |||||||||||||||||
The Company’s foreign exchange forward contracts were classified within Level 2, as they were valued using pricing models that took into account the contract terms as well as multiple observable inputs where applicable, such as prevailing spot rates and forward points. |
Employee_Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2013 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Benefits | ' |
10. EMPLOYEE BENEFITS | |
The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. Costs relating to 401(k), pension and post-retirement benefit expenses were $5.0 million and $3.6 million for the three months ended September 30, 2013 and 2012, respectively. Amounts included in cost of services were $3.4 million and $2.1 million for the three months ended September 30, 2013 and 2012, respectively. Amounts included in selling, general and administrative expense related to pension and post-retirement expenses for the three months ended September 30, 2013 and 2012 were $1.6 million and $1.5 million, respectively. | |
For the nine months ended September 30, 2013 and 2012, costs relating to 401(k), pension and post-retirement benefit expenses were $16.9 million and $15.3 million, respectively. Amounts included in cost of services were $10.7 million and $9.7 million for the nine months ended September 30, 2013 and 2012, respectively. Amounts included in selling, general and administrative expense related to pension and post-retirement expenses for the nine months ended September 30, 2013 and 2012 were $6.2 million and $5.6 million, respectively. | |
401(k) and Other Defined Contribution Plans. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions and, in the case of the MSCI 401(k) plan, 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 and other defined contribution plans were $4.3 million and $3.2 million for the three months ended September 30, 2013 and 2012, respectively. The Company’s expenses associated with the 401(k) plan and other defined contribution plans were $15.0 million and $12.8 million for the nine months ended September 30, 2013 and 2012, respectively. | |
Net Periodic Benefit Expense. Net periodic benefit expense related to defined benefit pension plans was $0.7 million and $0.4 million for the three months ended September 30, 2013 and 2012, respectively. Net periodic benefit expense related to defined benefit pension plans was $1.9 million and $2.5 million for the nine months ended September 30, 2013 and 2012, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended | ||
Sep. 30, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
Income Taxes | ' | ||
11. INCOME TAXES | |||
The Company’s provision for income taxes was $85.8 million and $71.3 million for the nine months ended September 30, 2013 and 2012, respectively. These amounts reflect effective tax rates of 32.8% and 35.5% for the nine months ended September 30, 2013 and 2012, respectively. The effective rate of 32.8% for the nine months ended September 30, 2013 reflects the Company’s estimate of the effective tax rate for the period and is impacted by certain discrete items totaling $3.3 million, the effect of which was to decrease the Company’s effective tax rate by 2.2 percentage points. | |||
The Company is under examination by the Internal Revenue Service (“IRS”) and other tax authorities in certain countries, such as the United Kingdom, and in states in which the Company has significant business operations, such as New York. The tax years currently under examination vary by jurisdiction. During 2010, Morgan Stanley reached a settlement with New York State and New York City tax authorities on issues relating to tax years 2002 through 2006. During the year ended December 31, 2012, it was determined that MSCI’s share of the assessed tax and interest was $12.0 million, which the Company paid in accordance with the tax sharing agreement between it and Morgan Stanley, dated as of November 20, 2007. This reflected the final settlement of these tax issues with Morgan Stanley relating to tax years 2002 through 2006. | |||
The Company may have future settlements with Morgan Stanley related to the ultimate disposition of its New York State and New York City examination relating to the tax years 2007 through 2008 and its IRS examination relating to the tax years 2006 through 2008. The Company does not believe it has any material exposure for the New York State and New York City examination as the tax returns for those years were filed in a method consistent with the findings of the aforementioned settlement for the tax years 2002 through 2006. Additionally, the Company believes it has adequate reserves for any tax issues that may arise out of the IRS examination relating to the tax years 2006 through 2008 and therefore does not believe any related settlement with Morgan Stanley will have a material impact. | |||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months. | |||
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 | Tax Years | ||
United States | 2005-2012 | ||
California | 2009-2012 | ||
New York State | 2007-2011 | ||
New York City | 2007-2011 | ||
Hong Kong | 2006-2012 | ||
United Kingdom | 2010-2011 | ||
Canada | 2006-2012 | ||
Japan | 2009-2012 | ||
India | 2008-2012 |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
12. SEGMENT INFORMATION | |||||||||||||||||
ASC Subtopic 280-10, “Segment Reporting,” 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 CODM, in deciding how to allocate resources. MSCI’s Chief Executive Officer, who is considered to be its CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. MSCI operates as two segments, the Performance and Risk business and the Governance business. These designations have been made as the discrete operating results of these segments are reviewed by the Company’s CODM for purposes of making operating decisions and assessing financial performance. | |||||||||||||||||
The Performance and Risk business is a leading global provider of investment decision support tools, including equity indices, real estate indices and benchmarks, portfolio risk and performance analytics, credit analytics and ESG products. The business provides clients with a broad suite of products and services to assist them with managing equity, fixed income and multi-asset class portfolios. The products are used in many areas of the investment process, including portfolio construction and rebalancing, performance benchmarking and attribution, risk management and analysis, regulatory and client reporting, index-linked investment product creation, asset allocation, assessment of social responsibility, environmental stewardship and the effects of climate change on investments, investment manager selection and investment research. | |||||||||||||||||
The Governance business is a leading provider of corporate governance products, services and data solutions to institutional investors and corporations around the world. Among other things, the Governance business facilitates the voting of proxies by institutional investors and provides in-depth research and analysis to help inform their voting decisions and identify issuer-specific risk. It offers both global equity security coverage and fully integrated products and services, including proxy voting, policy creation, research, vote recommendations, vote execution, post-vote disclosure and reporting and analytical tools. It also provides class action monitoring and claims filing services to aid institutional investors in the recovery of funds from securities class actions. Within a firewall, a separate unit of the Governance business also provides products and services to corporate clients who may use those products and services to learn about and improve their governance and executive compensation practices. | |||||||||||||||||
Revenues and expenses directly associated with each respective segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are allocated based upon allocation methodologies, including time estimates, headcount, net revenues and other relevant usage measures. | |||||||||||||||||
The CODM does not review any information regarding total assets on an operating segment basis. Operating segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for MSCI as a whole. | |||||||||||||||||
The following table presents MSCI’s operating segments’ results for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Operating revenues | |||||||||||||||||
Performance and Risk | $ | 228,608 | $ | 205,389 | $ | 676,500 | $ | 611,054 | |||||||||
Governance | 29,630 | 30,055 | 91,545 | 92,007 | |||||||||||||
Consolidated | $ | 258,238 | $ | 235,444 | $ | 768,045 | $ | 703,061 | |||||||||
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | |||||||||||||||||
Performance and Risk | $ | 16,038 | $ | 16,393 | $ | 46,843 | $ | 49,053 | |||||||||
Governance | 4,344 | 4,199 | 12,860 | 12,535 | |||||||||||||
Consolidated | $ | 20,382 | $ | 20,592 | $ | 59,703 | $ | 61,588 | |||||||||
Operating income | |||||||||||||||||
Performance and Risk | $ | 88,172 | $ | 80,472 | $ | 268,445 | $ | 243,927 | |||||||||
Governance | 4,264 | 3,057 | 11,690 | 7,702 | |||||||||||||
Consolidated | $ | 92,436 | $ | 83,529 | $ | 280,135 | $ | 251,629 | |||||||||
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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 126,333 | $ | 122,199 | $ | 375,263 | $ | 362,464 | |||||||||
Other | 10,015 | 8,418 | 27,605 | 24,313 | |||||||||||||
Total Americas | 136,348 | 130,617 | 402,868 | 386,777 | |||||||||||||
Europe, Middle East and Africa (“EMEA”): | |||||||||||||||||
United Kingdom | 38,502 | 28,127 | 111,303 | 84,337 | |||||||||||||
Other | 53,190 | 45,639 | 164,172 | 139,559 | |||||||||||||
Total EMEA | 91,692 | 73,766 | 275,475 | 223,896 | |||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 12,950 | 14,403 | 38,125 | 43,222 | |||||||||||||
Other | 17,248 | 16,658 | 51,577 | 49,166 | |||||||||||||
Total Asia & Australia | 30,198 | 31,061 | 89,702 | 92,388 | |||||||||||||
Total | $ | 258,238 | $ | 235,444 | $ | 768,045 | $ | 703,061 | |||||||||
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 | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 2,317,769 | $ | 2,334,877 | |||||||||||||
Other | 4,187 | 4,608 | |||||||||||||||
Total Americas | 2,321,956 | 2,339,485 | |||||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 141,249 | 139,714 | |||||||||||||||
Other | 9,897 | 8,749 | |||||||||||||||
Total EMEA | 151,146 | 148,463 | |||||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 253 | 297 | |||||||||||||||
Other | 5,443 | 3,658 | |||||||||||||||
Total Asia & Australia | 5,696 | 3,955 | |||||||||||||||
Total | $ | 2,478,798 | $ | 2,491,903 | |||||||||||||
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Acquisitions and Dispositions | ' |
13. ACQUISITIONS AND DISPOSITIONS | |
The acquisition method of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures,” which the Company has adopted as required. The total purchase price is allocated to the net tangible and intangible assets based upon their fair values as of the acquisition dates. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill. The allocation of the purchase price was based upon a valuation and is subject to change within the one-year measurement period following the acquisition. MSCI expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period. | |
Acquisition of IPD | |
On November 30, 2012, MSCI Limited, an indirect wholly-owned subsidiary of the Company, paid cash of $124.8 million to acquire real estate performance measurement group IPD. The acquisition of IPD expands the Company’s multi-asset class offering by facilitating the integration of private real estate assets into its models, as well as adding a family of real estate indices to the Company’s family of equity indices. IPD is dedicated to the objective measurement of the commercial real estate market. Headquartered in London, with offices around the world, IPD is a leading provider of real estate performance analysis for funds, investors, managers, lenders and occupiers and offers a wide range of services that include research, reporting, benchmarking and indices. IPD has been added as a component of the Performance and Risk segment. | |
As of September 30, 2013, the preliminary purchase price allocations for the IPD acquisition were $76.5 million for goodwill, $58.7 million for identifiable intangible assets, $18.6 million for assets other than identifiable intangible assets and $29.0 million for other liabilities. | |
Acquisition of InvestorForce | |
On January 29, 2013, MSCI completed the acquisition of InvestorForce by paying $23.6 million in cash. The acquisition of InvestorForce enhances MSCI’s position as a leader in performance analysis and risk transparency and furthers its goal of providing investment decision support tools to institutional investors across all client segments and asset classes. InvestorForce is a leading provider of performance reporting solutions to the institutional investment community in the United States, providing investment consultants with an integrated solution for daily monitoring, analysis and reporting on institutional assets. InvestorForce has been added as a component of the Performance and Risk segment. | |
As of September 30, 2013, the preliminary purchase price allocations for the InvestorForce acquisition were $11.6 million for goodwill, $9.1 million for identifiable intangible assets, $6.4 million for assets other than identifiable intangible assets and $3.5 million for other liabilities. Primarily as a result of additional income tax information being received and a working capital adjustment, certain InvestorForce acquired tax asset values increased by $7.5 million and goodwill decreased by $7.4 million compared to those reported in the three months ended March 31, 2013. | |
Disposition of CFRA | |
On March 31, 2013, MSCI completed the sale of its CFRA product line, which was a component of the Governance segment. The results of operations from the CFRA product line and the sale of CFRA were not material to the Company. |
Reclassifications_Out_of_Accum1
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Statement Of Income And Comprehensive Income [Abstract] | ' | ||||||||||
Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
As required by ASC Subtopic 220-10, “Comprehensive Income—Overall,” the following table presents the amounts reclassified from accumulated other comprehensive income (loss) by the respective line item in the Unaudited Condensed Consolidated Statements of Income: | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other Comprehensive Income | Amount Reclassified from Accumulated | Affected Line Item in the | |||||||||
(Loss) Components | Other Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statement of | |||||||||||
Income | |||||||||||
Three Months | Nine Months | ||||||||||
Ended | Ended | ||||||||||
September 30, | September 30, | ||||||||||
2013 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | (197 | ) | $ | (1,364 | ) | Interest expense | ||||
77 | 524 | Tax benefit | |||||||||
$ | (120 | ) | $ | (840 | ) | Net of tax | |||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Total reclassifications for the period, net of tax | $ | (120 | ) | $ | (837 | ) | |||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted EPS | ' | ||||||||||||||||
The following table presents the computation of basic and diluted EPS: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net income | $ | 55,310 | $ | 48,274 | $ | 175,300 | $ | 129,786 | |||||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (211 | ) | (304 | ) | (668 | ) | (818 | ) | |||||||||
Earnings available to MSCI common shareholders | $ | 55,099 | $ | 47,970 | $ | 174,632 | $ | 128,968 | |||||||||
Basic weighted average common shares outstanding | 119,607 | 122,261 | 120,497 | 122,016 | |||||||||||||
Basic weighted average common shares outstanding | 119,607 | 122,261 | 120,497 | 122,016 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options and restricted stock units | 971 | 1,189 | 949 | 1,271 | |||||||||||||
Diluted weighted average common shares outstanding | 120,578 | 123,450 | 121,446 | 123,287 | |||||||||||||
Earnings per basic common share | $ | 0.46 | $ | 0.39 | $ | 1.45 | $ | 1.06 | |||||||||
Earnings per diluted common share | $ | 0.46 | $ | 0.39 | $ | 1.44 | $ | 1.05 | |||||||||
(1) | Restricted stock units granted to employees prior to 2013 and all restricted stock units granted to independent directors of the Company have a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units are not included as incremental shares in the diluted EPS computation. |
ShortTerm_Investments_Tables
Short-Term Investments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Summary of Fair Value and Gross Unrealized Gains and Losses of Debt Securities Available-for-Sale | ' | ||||||||||||||||
The fair value and gross unrealized gains and losses of securities available-for-sale as of December 31, 2012 were as follows: | |||||||||||||||||
(in thousands) | Amortized | Gross | Gross | Estimated | |||||||||||||
Cost plus | unrealized | unrealized | Fair | ||||||||||||||
Accrued | gains | losses | value | ||||||||||||||
Interest | |||||||||||||||||
Debt securities available-for-sale | |||||||||||||||||
U.S. Treasury securities | $ | 70,893 | $ | 5 | $ | — | $ | 70,898 | |||||||||
Property_Equipment_and_Leaseho1
Property, Equipment and Leasehold Improvements (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Schedule of Property, Equipment and Leasehold Improvements | ' | ||||||||||
Property, equipment and leasehold improvements at September 30, 2013 and December 31, 2012 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | September 30, | December 31, | ||||||||
Useful Lives | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 83,708 | $ | 67,529 | ||||||
Furniture & fixtures | 7 years | 8,182 | 7,847 | ||||||||
Leasehold improvements | 3 to 21 years | 50,573 | 48,405 | ||||||||
Work-in-process | — | 5,202 | 2,716 | ||||||||
Subtotal | 147,665 | 126,497 | |||||||||
Accumulated depreciation and amortization | (73,856 | ) | (59,078 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 73,809 | $ | 67,419 | |||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of Goodwill | ' | ||||||||||||
The Company carries goodwill as a result of its acquisitions of Barra, LLC (“Barra”), RiskMetrics Group, LLC (“RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”), as reflected in the table below: | |||||||||||||
Performance | Governance | Total | |||||||||||
and Risk | |||||||||||||
(in thousands) | |||||||||||||
Goodwill at December 31, 2012 (1) | $ | 1,530,849 | $ | 252,561 | $ | 1,783,410 | |||||||
Changes to goodwill (2) | 14,370 | (468 | ) | 13,902 | |||||||||
Foreign exchange translation adjustment | (89 | ) | — | (89 | ) | ||||||||
Goodwill at September 30, 2013 | $ | 1,545,130 | $ | 252,093 | $ | 1,797,223 | |||||||
-1 | During the three months ended September 30, 2013, the Company identified an error in the deferred tax allocation between its operating segments dating back to the June 1, 2010 acquisition of RiskMetrics. The Company determined that a deferred tax liability that was reflected as a component of the Performance and Risk segment’s books should have been recorded on the Governance segment’s books. The adjustment decreases the net deferred tax liability and goodwill value of the Performance and Risk segment’s books by $21.4 million while increasing the net deferred tax liability and goodwill on the Governance segments books by an offsetting $21.4 million. The correction was made during the three months ended September 30, 2013 and the goodwill at December 31, 2012 has been adjusted to reflect the correct allocations between the operating segments. The correction did not have an effect on the Company’s unaudited condensed consolidated financial statements or segment results of operations for any period. | ||||||||||||
(2) | Resulting from the acquisition of InvestorForce, which contributed $11.6 million to the Performance and Risk segment, adjustments to the valuation of acquired IPD assets and liabilities, which contributed $2.7 million to the Performance and Risk segment, and the disposal of the CFRA product line, which removed $0.5 million from the Governance segment. | ||||||||||||
Components of Intangible Assets by Major Class | ' | ||||||||||||
The gross carrying amounts, accumulated amortization and net carrying values related to the Company’s identifiable intangible assets are as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Gross intangible assets: | |||||||||||||
Customer relationships | $ | 478,735 | $ | 474,236 | |||||||||
Trademarks/trade names | 257,282 | 256,582 | |||||||||||
Technology/software | 198,322 | 193,192 | |||||||||||
Proprietary process | 3,800 | 3,800 | |||||||||||
Proprietary data | 28,527 | 28,527 | |||||||||||
Subtotal | 966,666 | 956,337 | |||||||||||
Foreign exchange translation adjustment | 613 | 836 | |||||||||||
Total gross intangible assets | $ | 967,279 | $ | 957,173 | |||||||||
Accumulated amortization: | |||||||||||||
Customer relationships | $ | (117,166 | ) | $ | (92,631 | ) | |||||||
Trademarks/trade names | (72,291 | ) | (62,270 | ) | |||||||||
Technology/software | (166,030 | ) | (159,375 | ) | |||||||||
Proprietary process | (2,111 | ) | (1,636 | ) | |||||||||
Proprietary data | (1,772 | ) | (184 | ) | |||||||||
Subtotal | (359,370 | ) | (316,096 | ) | |||||||||
Foreign exchange translation adjustment | (143 | ) | (3 | ) | |||||||||
Total accumulated amortization | $ | (359,513 | ) | $ | (316,099 | ) | |||||||
Net intangible assets: | |||||||||||||
Customer relationships | $ | 361,569 | $ | 381,605 | |||||||||
Trademarks/trade names | 184,991 | 194,312 | |||||||||||
Technology/software | 32,292 | 33,817 | |||||||||||
Proprietary process | 1,689 | 2,164 | |||||||||||
Proprietary data | 26,755 | 28,343 | |||||||||||
Subtotal | 607,296 | 640,241 | |||||||||||
Foreign exchange translation adjustment | 470 | 833 | |||||||||||
Total net intangible assets | $ | 607,766 | $ | 641,074 | |||||||||
Estimated Amortization Expense for Succeeding Years | ' | ||||||||||||
The estimated amortization expense for succeeding years is presented below: | |||||||||||||
Fiscal Year | Amortization Expense | ||||||||||||
(in thousands) | |||||||||||||
Remainder of 2013 | $ | 14,481 | |||||||||||
2014 | 58,086 | ||||||||||||
2015 | 58,169 | ||||||||||||
2016 | 56,032 | ||||||||||||
2017 | 49,918 | ||||||||||||
2018 | 47,379 | ||||||||||||
Thereafter | 323,701 | ||||||||||||
Total | $ | 607,766 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Summary of Fair Values of Derivative Instruments | ' | ||||||||||||||||||||||||||||
The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||
(in thousands) | Unaudited Condensed | As of | As of | ||||||||||||||||||||||||||
Consolidated Statements of | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||||
Financial Condition Location | |||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (1,349 | ) | $ | (203 | ) | ||||||||||||||||||||||
Asset derivatives: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Prepaid and other assets | $ | — | $ | 3 | ||||||||||||||||||||||||
Interest Rate Swaps and Derivative Instruments | ' | ||||||||||||||||||||||||||||
The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: | |||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||
Income (Loss) | Income into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | |||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Interest expense | $ | (197 | ) | $ | (610 | ) | Interest expense | $ | — | $ | — | |||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||
Income (Loss) | Income (Loss) into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||
Nine Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | |||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | (695 | ) | Interest expense | $ | (1,364 | ) | $ | (1,827 | ) | Interest expense | $ | — | $ | — | ||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||
Income on Derivatives | Three Months Ended | ||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (1,472 | ) | $ | — | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||
Income on Derivatives | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (185 | ) | $ | — |
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2013: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
September 30, | Prices in | Other | Unobservable | ||||||||||||||
2013 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (1,349 | ) | $ | — | $ | (1,349 | ) | $ | — | |||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
December 31, | Prices in | Other | Unobservable | ||||||||||||||
2012 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Short-term investments: | |||||||||||||||||
U.S. Treasury securities | $ | 70,898 | $ | — | $ | 70,898 | $ | — | |||||||||
Total short-term investments | 70,898 | — | 70,898 | — | |||||||||||||
Foreign exchange contracts | 3 | — | 3 | — | |||||||||||||
Total financial assets | $ | 70,901 | $ | — | $ | 70,901 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (203 | ) | $ | — | $ | (203 | ) | $ | — | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
Summary of Major Tax Jurisdictions and Open Tax Years | ' | ||
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 | Tax Years | ||
United States | 2005-2012 | ||
California | 2009-2012 | ||
New York State | 2007-2011 | ||
New York City | 2007-2011 | ||
Hong Kong | 2006-2012 | ||
United Kingdom | 2010-2011 | ||
Canada | 2006-2012 | ||
Japan | 2009-2012 | ||
India | 2008-2012 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Key Financial Information by Operating Segments | ' | ||||||||||||||||
The following table presents MSCI’s operating segments’ results for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Operating revenues | |||||||||||||||||
Performance and Risk | $ | 228,608 | $ | 205,389 | $ | 676,500 | $ | 611,054 | |||||||||
Governance | 29,630 | 30,055 | 91,545 | 92,007 | |||||||||||||
Consolidated | $ | 258,238 | $ | 235,444 | $ | 768,045 | $ | 703,061 | |||||||||
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | |||||||||||||||||
Performance and Risk | $ | 16,038 | $ | 16,393 | $ | 46,843 | $ | 49,053 | |||||||||
Governance | 4,344 | 4,199 | 12,860 | 12,535 | |||||||||||||
Consolidated | $ | 20,382 | $ | 20,592 | $ | 59,703 | $ | 61,588 | |||||||||
Operating income | |||||||||||||||||
Performance and Risk | $ | 88,172 | $ | 80,472 | $ | 268,445 | $ | 243,927 | |||||||||
Governance | 4,264 | 3,057 | 11,690 | 7,702 | |||||||||||||
Consolidated | $ | 92,436 | $ | 83,529 | $ | 280,135 | $ | 251,629 | |||||||||
Revenue by Geographic Area | ' | ||||||||||||||||
The following table sets forth revenue for the periods indicated by geographic area: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 126,333 | $ | 122,199 | $ | 375,263 | $ | 362,464 | |||||||||
Other | 10,015 | 8,418 | 27,605 | 24,313 | |||||||||||||
Total Americas | 136,348 | 130,617 | 402,868 | 386,777 | |||||||||||||
Europe, Middle East and Africa (“EMEA”): | |||||||||||||||||
United Kingdom | 38,502 | 28,127 | 111,303 | 84,337 | |||||||||||||
Other | 53,190 | 45,639 | 164,172 | 139,559 | |||||||||||||
Total EMEA | 91,692 | 73,766 | 275,475 | 223,896 | |||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 12,950 | 14,403 | 38,125 | 43,222 | |||||||||||||
Other | 17,248 | 16,658 | 51,577 | 49,166 | |||||||||||||
Total Asia & Australia | 30,198 | 31,061 | 89,702 | 92,388 | |||||||||||||
Total | $ | 258,238 | $ | 235,444 | $ | 768,045 | $ | 703,061 | |||||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||||||
The following table sets forth long-lived assets on the dates indicated by geographic area: | |||||||||||||||||
As of | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 2,317,769 | $ | 2,334,877 | |||||||||||||
Other | 4,187 | 4,608 | |||||||||||||||
Total Americas | 2,321,956 | 2,339,485 | |||||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 141,249 | 139,714 | |||||||||||||||
Other | 9,897 | 8,749 | |||||||||||||||
Total EMEA | 151,146 | 148,463 | |||||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 253 | 297 | |||||||||||||||
Other | 5,443 | 3,658 | |||||||||||||||
Total Asia & Australia | 5,696 | 3,955 | |||||||||||||||
Total | $ | 2,478,798 | $ | 2,491,903 | |||||||||||||
Introduction_and_Basis_of_Pres1
Introduction and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | ||||||
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 2 | ' | ' | ' |
Cumulative revenue reduction of one-time adjustment | ' | ' | ' | $5,200,000 | ' | ' |
Cash and cash equivalents | 283,750,000 | 340,458,000 | 283,750,000 | 340,458,000 | 183,309,000 | 252,211,000 |
U.S. Treasury Securities | ' | ' | ' | ' | $70,898,000 | ' |
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' |
Debt security maturity (days) | ' | ' | 91 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' |
Debt security maturity (days) | ' | ' | 360 | ' | ' | ' |
Reclassifications_Out_of_Accum2
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | ($5,827) | ($7,314) | ($19,351) | ($49,250) |
Tax benefit (expense) | -30,937 | -27,320 | -85,757 | -71,308 |
Net income | 55,310 | 48,274 | 175,300 | 129,786 |
Interest income | 265 | 252 | 770 | 712 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Net income | -120 | ' | -837 | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized losses on cash flow hedges [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Tax benefit (expense) | 77 | ' | 524 | ' |
Net income | -120 | ' | -840 | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized losses on cash flow hedges [Member] | Interest rate swaps [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | -197 | ' | -1,364 | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized gains on available-for-sale securities [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Tax benefit (expense) | ' | ' | -2 | ' |
Net income | ' | ' | 3 | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized gains on available-for-sale securities [Member] | Short-term investments [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest income | ' | ' | $5 | ' |
Earnings_Per_Common_Share_Addi
Earnings Per Common Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Anti-dilutive stock options excluded from the calculation of diluted EPS | 1,133 | 0 | 453 | 2,903 |
Earnings_Per_Common_Share_Comp
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $55,310 | $48,274 | $175,300 | $129,786 |
Less: Allocations of earnings to unvested restricted stock units | -211 | -304 | -668 | -818 |
Earnings available to MSCI common shareholders | $55,099 | $47,970 | $174,632 | $128,968 |
Basic weighted average common shares outstanding | 119,607 | 122,261 | 120,497 | 122,016 |
Stock options and restricted stock units | 971 | 1,189 | 949 | 1,271 |
Diluted weighted average common shares outstanding | 120,578 | 123,450 | 121,446 | 123,287 |
Earnings per basic common share | $0.46 | $0.39 | $1.45 | $1.06 |
Earnings per diluted common share | $0.46 | $0.39 | $1.44 | $1.05 |
ShortTerm_Investments_Addition
Short-Term Investments - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Amortized Cost And Fair Value Debt Securities [Abstract] | ' | ' |
Short-term investment held by company | ' | $70,898 |
ShortTerm_Investments_Summary_
Short-Term Investments - Summary of Fair Value and Gross Unrealized Gains and Losses of Debt Securities Available-for-Sale (Detail) (U.S. Treasury securities [Member], USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
U.S. Treasury securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost plus Accrued Interest | $70,893 |
Gross unrealized gains | 5 |
Gross unrealized losses | ' |
Estimated Fair value | $70,898 |
Property_Equipment_and_Leaseho2
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Computer & related equipment [Member] | Computer & related equipment [Member] | Furniture & fixtures [Member] | Leasehold improvements [Member] | Leasehold improvements [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Lives | ' | ' | '3 years | '5 years | '7 years | '3 years | '21 years |
Computer & related equipment | $83,708 | $67,529 | ' | ' | ' | ' | ' |
Furniture & fixtures | 8,182 | 7,847 | ' | ' | ' | ' | ' |
Leasehold improvements | 50,573 | 48,405 | ' | ' | ' | ' | ' |
Work-in-process | 5,202 | 2,716 | ' | ' | ' | ' | ' |
Subtotal | 147,665 | 126,497 | ' | ' | ' | ' | ' |
Accumulated depreciation and amortization | -73,856 | -59,078 | ' | ' | ' | ' | ' |
Property, equipment and leasehold improvements, net | $73,809 | $67,419 | ' | ' | ' | ' | ' |
Property_Equipment_and_Leaseho3
Property, Equipment and Leasehold Improvements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Property Plant And Equipment [Abstract] | ' | ' | ' | ' |
Depreciation and amortization expense of property, equipment and leasehold improvements | $5,934 | $4,633 | $16,260 | $13,711 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | $1,783,410 |
Changes to goodwill | 13,902 |
Foreign exchange translation adjustment | -89 |
Goodwill, Ending balance | 1,797,223 |
Performance and Risk [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 1,530,849 |
Changes to goodwill | 14,370 |
Foreign exchange translation adjustment | -89 |
Goodwill, Ending balance | 1,545,130 |
Governance [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 252,561 |
Changes to goodwill | -468 |
Goodwill, Ending balance | $252,093 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Goodwill (Parenthetical) (Detail) (USD $) | 9 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Performance and Risk [Member] | Performance and Risk [Member] | Governance [Member] | Performance and Risk Segments Books [Member] | Governance Segments Books [Member] | |
Investor Force Holdings, Inc. [Member] | IPD [Member] | Error Correction [Member] | Error Correction [Member] | ||
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Increase (decrease) in net deferred tax liability and goodwill value | ' | ' | ' | ($21.40) | $21.40 |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | 11.6 | 2.7 | ' | ' | ' |
Adjustments to goodwill from sale of CFRA | ' | ' | $0.50 | ' | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $14,448 | $15,959 | $43,443 | $47,877 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Components of Intangible Assets by Major Class (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $967,279 | $957,173 |
Accumulated amortization | -359,513 | -316,099 |
Net carrying value | 607,766 | 641,074 |
Subtotal [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 966,666 | 956,337 |
Accumulated amortization | -359,370 | -316,096 |
Net carrying value | 607,296 | 640,241 |
Customer relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 478,735 | 474,236 |
Accumulated amortization | -117,166 | -92,631 |
Net carrying value | 361,569 | 381,605 |
Trademarks/trade names [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 257,282 | 256,582 |
Accumulated amortization | -72,291 | -62,270 |
Net carrying value | 184,991 | 194,312 |
Technology/software [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 198,322 | 193,192 |
Accumulated amortization | -166,030 | -159,375 |
Net carrying value | 32,292 | 33,817 |
Proprietary process [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 3,800 | 3,800 |
Accumulated amortization | -2,111 | -1,636 |
Net carrying value | 1,689 | 2,164 |
Proprietary data [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 28,527 | 28,527 |
Accumulated amortization | -1,772 | -184 |
Net carrying value | 26,755 | 28,343 |
Foreign exchange translation adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 613 | 836 |
Accumulated amortization | -143 | -3 |
Net carrying value | $470 | $833 |
Goodwill_and_Intangible_Assets6
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Remainder of 2013 | $14,481 | ' |
2014 | 58,086 | ' |
2015 | 58,169 | ' |
2016 | 56,032 | ' |
2017 | 49,918 | ' |
2018 | 47,379 | ' |
Thereafter | 323,701 | ' |
Total | $607,766 | $641,074 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | 4-May-12 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 13, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 14, 2011 | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 14, 2012 | Aug. 02, 2013 | Sep. 30, 2013 | 4-May-12 | 4-May-12 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Instruments | Instruments | Foreign currency forwards [Member] | Treasury stock [Member] | Additional paid in capital [Member] | Prepaid and other assets [Member] | Other non-current assets [Member] | 2011 Term Loan [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | August 2013 ASR Program [Member] | Amended and Restated Credit Facility [Member] | Term Loan A [Member] | Senior Secured Revolving Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | ||||||
Derivatives Not Designated as Hedging Instruments [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Amended and Restated Credit Facility [Member] | Amended and Restated Credit Facility [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rent expense | ' | $6,500,000 | $6,000,000 | $18,900,000 | $19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase program authorizing the purchase of shares | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchases, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' |
Repurchased common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 0.8 | 2.2 | 1.9 | ' | ' | ' | ' | ' | ' |
Repurchased common shares, average purchase price paid per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders equity period increase decrease | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | 70,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining stock to be repurchased | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity period of the facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Mar-17 | ' | ' | ' | ' | ' | 4-May-17 | 4-May-17 | ' | ' | ' |
Aggregate amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 880,000,000 | 100,000,000 | ' | ' | ' |
Debt principal repayment over first two years | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal repayment over next two years | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal repayment over final year | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment of Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' |
Initial bearing interest rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.18% |
Current maturities of long-term debt | ' | 54,130,000 | ' | 54,130,000 | ' | 43,093,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt current | ' | 900,000 | ' | 900,000 | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | ' | 753,285,000 | ' | 753,285,000 | ' | 811,623,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt non current | ' | 1,700,000 | ' | 1,700,000 | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended and Restated Credit Facility fee paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | ' | ' | ' | ' | ' |
Deferred financing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' |
Deferred financing fees unamortized | ' | 8,400,000 | ' | 8,400,000 | ' | ' | ' | ' | ' | ' | 2,700,000 | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized deferred financing fees | ' | 700,000 | 500,000 | 2,200,000 | 17,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized debt discount | ' | 200,000 | 200,000 | 699,000 | 5,072,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of debt obligations | ' | 813,000,000 | ' | 813,000,000 | ' | 862,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings were restricted as to the payments of dividends | ' | 722,999,000 | ' | 722,999,000 | ' | 547,699,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available for restricted payments | ' | ' | ' | 355,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of foreign currency forwards | ' | 3 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forwards, notional amount | ' | ' | ' | ' | ' | ' | ' | $40,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) (Derivatives designated as hedging instruments [Member], Foreign exchange contracts [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other accrued liabilities [Member] | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' |
Liability derivatives | ($1,349) | ($203) |
Prepaid and other assets [Member] | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' |
Asset derivatives | ' | $3 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Interest Rate Swaps and Derivative Instruments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Interest expense [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Effective Portion) | ($197) | ($610) | ($1,364) | ($1,827) |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ' | ' | ' | ' |
Other expense [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income on Derivatives (Effective Portion) | -1,472 | ' | -185 | ' |
Interest rate swaps [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivatives (Effective Portion) | ' | ' | ' | ($695) |
Fair_Value_Measures_Summary_of
Fair Value Measures - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | $70,898 |
Foreign exchange contracts | ' | 3 |
Total financial assets | ' | 70,901 |
Foreign exchange contracts | -1,349 | -203 |
U.S. Treasury securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | 70,898 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | ' |
Foreign exchange contracts | ' | ' |
Total financial assets | ' | ' |
Foreign exchange contracts | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | 70,898 |
Foreign exchange contracts | ' | 3 |
Total financial assets | ' | 70,901 |
Foreign exchange contracts | -1,349 | -203 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | 70,898 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | ' |
Foreign exchange contracts | ' | ' |
Total financial assets | ' | ' |
Foreign exchange contracts | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | U.S. Treasury securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term investments | ' | ' |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Benefit Plans [Line Items] | ' | ' | ' | ' |
Pension and post-retirement benefit expenses | $5 | $3.60 | $16.90 | $15.30 |
Percentage of additional contribution from the Company to employees' cash compensation | ' | ' | 3.00% | ' |
Defined contribution plan expenses | 4.3 | 3.2 | 15 | 12.8 |
Net periodic benefit expense | 0.7 | 0.4 | 1.9 | 2.5 |
Cost of services [Member] | ' | ' | ' | ' |
Employee Benefit Plans [Line Items] | ' | ' | ' | ' |
Pension and post-retirement benefit expenses | 3.4 | 2.1 | 10.7 | 9.7 |
Selling, general and administrative [Member] | ' | ' | ' | ' |
Employee Benefit Plans [Line Items] | ' | ' | ' | ' |
Pension and post-retirement benefit expenses | $1.60 | $1.50 | $6.20 | $5.60 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Provision for income taxes | $30,937,000 | $27,320,000 | $85,757,000 | $71,308,000 | ' |
Effective tax rate | ' | ' | 32.80% | 35.50% | ' |
Amounts effect on effective tax rate | 3,300,000 | ' | 3,300,000 | ' | ' |
Decrease in effective tax rate | ' | ' | 2.20% | ' | ' |
Reserve to indemnify tax settlement | ' | ' | ' | ' | $12,000,000 |
Significant change in unrecognized tax benefits, reasonably possible (in months) | ' | ' | '12 | ' | ' |
Significant change in unrecognized tax benefits, not possible (in months) | ' | ' | '12 | ' | ' |
New York State and City [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2002 | ' | ' |
New York State and City [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2006 | ' | ' |
Morgan Stanley [Member] | New York State and City [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2007 | ' | ' |
Morgan Stanley [Member] | New York State and City [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2008 | ' | ' |
Morgan Stanley [Member] | Internal Revenue Service (IRS) [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2006 | ' | ' |
Morgan Stanley [Member] | Internal Revenue Service (IRS) [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' | ' | ' |
Tax years under examination | ' | ' | '2008 | ' | ' |
Income_Taxes_Summary_of_Major_
Income Taxes - Summary of Major Tax Jurisdictions and Open Tax Years (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
United States [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2005-2012 |
California [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2009-2012 |
New York State [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2007-2011 |
New York City [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2007-2011 |
Hong Kong [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2006-2012 |
United Kingdom [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2010-2011 |
Canada [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2006-2012 |
Japan [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2009-2012 |
India [Member] | ' |
Income Tax [Line Items] | ' |
Tax Years | '2008-2012 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating segments | 2 |
Segment_Information_Key_Financ
Segment Information - Key Financial Information by Operating Segments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating revenues | $258,238 | $235,444 | $768,045 | $703,061 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | 20,382 | 20,592 | 59,703 | 61,588 |
Operating income | 92,436 | 83,529 | 280,135 | 251,629 |
Operating Segments [Member] | Performance and Risk [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating revenues | 228,608 | 205,389 | 676,500 | 611,054 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | 16,038 | 16,393 | 46,843 | 49,053 |
Operating income | 88,172 | 80,472 | 268,445 | 243,927 |
Operating Segments [Member] | Governance [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating revenues | 29,630 | 30,055 | 91,545 | 92,007 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | 4,344 | 4,199 | 12,860 | 12,535 |
Operating income | $4,264 | $3,057 | $11,690 | $7,702 |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | $258,238 | $235,444 | $768,045 | $703,061 |
Reportable Geographical Components [Member] | United States [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 126,333 | 122,199 | 375,263 | 362,464 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 10,015 | 8,418 | 27,605 | 24,313 |
Reportable Geographical Components [Member] | Total Americas [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 136,348 | 130,617 | 402,868 | 386,777 |
Reportable Geographical Components [Member] | United Kingdom [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 38,502 | 28,127 | 111,303 | 84,337 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 53,190 | 45,639 | 164,172 | 139,559 |
Reportable Geographical Components [Member] | Total EMEA [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 91,692 | 73,766 | 275,475 | 223,896 |
Reportable Geographical Components [Member] | Japan [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 12,950 | 14,403 | 38,125 | 43,222 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | 17,248 | 16,658 | 51,577 | 49,166 |
Reportable Geographical Components [Member] | Total Asia & Australia [Member] | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' |
Revenues | $30,198 | $31,061 | $89,702 | $92,388 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | $2,478,798 | $2,491,903 |
Reportable Geographical Components [Member] | United States [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 2,317,769 | 2,334,877 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 4,187 | 4,608 |
Reportable Geographical Components [Member] | Total Americas [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 2,321,956 | 2,339,485 |
Reportable Geographical Components [Member] | United Kingdom [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 141,249 | 139,714 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 9,897 | 8,749 |
Reportable Geographical Components [Member] | Total EMEA [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 151,146 | 148,463 |
Reportable Geographical Components [Member] | Japan [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 253 | 297 |
Reportable Geographical Components [Member] | Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 5,443 | 3,658 |
Reportable Geographical Components [Member] | Total Asia & Australia [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | $5,696 | $3,955 |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Sep. 30, 2013 | Jan. 29, 2013 | Sep. 30, 2013 | |
IPD [Member] | IPD [Member] | Investor Force Holdings, Inc. [Member] | Investor Force Holdings, Inc. [Member] | |||
Business Acquisition Actual Revenue And Pre Tax Income Loss [Line Items] | ' | ' | ' | ' | ' | ' |
Company paid cash to acquire property | ' | ' | $124,800,000 | ' | $23,600,000 | ' |
Date of acquisition | ' | ' | ' | 30-Nov-12 | ' | 29-Jan-13 |
Purchase price allocated to goodwill | 1,797,223,000 | 1,783,410,000 | ' | 76,500,000 | ' | 11,600,000 |
Purchase price allocated to identifiable intangible assets | ' | ' | ' | 58,700,000 | ' | 9,100,000 |
Purchase price allocated for assets other than identifiable intangible assets | ' | ' | ' | 18,600,000 | ' | 6,400,000 |
Purchase price allocated to other liabilities | ' | ' | ' | 29,000,000 | ' | 3,500,000 |
Increase in tax asset | ' | ' | ' | ' | ' | 7,500,000 |
Decrease in goodwill | $13,902,000 | ' | ' | ' | ' | $7,400,000 |