Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 21, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MSCI | ' | ' |
Entity Registrant Name | 'MSCI INC. | ' | ' |
Entity Central Index Key | '0001408198 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 116,608,423 | ' |
Entity Public Float | ' | ' | $3,946,204,439 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $358,434 | $183,309 |
Short-term investments | ' | 70,898 |
Accounts receivable (net of allowances of $1,280 and $964 at December 31, 2013 and 2012, respectively) | 169,490 | 153,557 |
Deferred taxes | 52,888 | 49,552 |
Prepaid income taxes | 27,333 | 32,431 |
Prepaid and other assets | 28,890 | 25,088 |
Total current assets | 637,035 | 514,835 |
Property, equipment and leasehold improvements (net of accumulated depreciation of $75,371 and $59,078 at December 31, 2013 and 2012, respectively) | 85,588 | 67,419 |
Goodwill | 1,798,821 | 1,783,410 |
Intangible assets (net of accumulated amortization of $374,377 and $316,099 at December 31, 2013 and 2012, respectively) | 595,707 | 641,074 |
Other non-current assets | 17,386 | 12,901 |
Total assets | 3,134,537 | 3,019,639 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Accounts payable | 1,198 | 2,985 |
Accrued compensation and related benefits | 121,124 | 113,359 |
Other accrued liabilities | 41,212 | 42,486 |
Current maturities of long term debt | 19,772 | 43,093 |
Deferred revenue | 319,735 | 308,022 |
Total current liabilities | 503,041 | 509,945 |
Long term debt, net of current maturities | 788,010 | 811,623 |
Deferred taxes | 221,054 | 234,245 |
Other non-current liabilities | 46,068 | 38,595 |
Total liabilities | 1,558,173 | 1,594,408 |
Commitments and Contingencies (see Note 6) | ' | ' |
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 at December 31, 2013 and 2012; 125,555,268 and 124,033,980 common shares issued at December 31, 2013 and 2012, respectively; and 118,083,111 and 120,114,586 common shares outstanding at December 31, 2013 and 2012, respectively) | 1,256 | 1,240 |
Treasury shares, at cost (7,472,157 and 3,919,394 shares at December 31, 2013 and 2012, respectively) | -268,391 | -120,926 |
Additional paid in capital | 1,073,893 | 1,000,014 |
Retained earnings | 770,256 | 547,699 |
Accumulated other comprehensive loss | -650 | -2,796 |
Total shareholders' equity | 1,576,364 | 1,425,231 |
Total liabilities and shareholders' equity | $3,134,537 | $3,019,639 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $1,280 | $964 |
Property, equipment and leasehold improvements, accumulated depreciation | 75,371 | 59,078 |
Intangible assets, accumulated amortization | $374,377 | $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 | 125,555,268 | 124,033,980 |
Common stock, shares outstanding | 118,083,111 | 120,114,586 |
Treasury shares | 7,472,157 | 3,919,394 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | $267,622 | $258,238 | $257,898 | $251,909 | $247,080 | $235,444 | $238,565 | $229,052 | $1,035,667 | $950,141 | $900,941 |
Cost of services | 84,727 | 80,040 | 83,359 | 80,185 | 74,191 | 68,350 | 73,243 | 72,291 | 328,311 | 288,075 | 277,147 |
Selling, general and administrative | 70,722 | 65,380 | 57,612 | 61,631 | 57,172 | 62,973 | 57,602 | 55,436 | 255,345 | 233,183 | 212,972 |
Restructuring | ' | ' | ' | ' | ' | ' | 22 | 29 | ' | -51 | 3,594 |
Amortization of intangible assets | 14,760 | 14,448 | 14,509 | 14,486 | 15,421 | 15,959 | 15,959 | 15,959 | 58,203 | 63,298 | 65,805 |
Depreciation and amortization of property, equipment and leasehold improvements | 6,042 | 5,934 | 5,246 | 5,080 | 4,989 | 4,633 | 4,662 | 4,416 | 22,302 | 18,700 | 19,425 |
Total operating expenses | 176,251 | 165,802 | 160,726 | 161,382 | 151,773 | 151,915 | 151,444 | 148,073 | 664,161 | 603,205 | 578,943 |
Operating income | 91,371 | 92,436 | 97,172 | 90,527 | 95,307 | 83,529 | 87,121 | 80,979 | 371,506 | 346,936 | 321,998 |
Interest income | -261 | -265 | -237 | -268 | -242 | -252 | -237 | -223 | -1,031 | -954 | -848 |
Interest expense | 6,914 | 5,827 | 6,504 | 7,020 | 7,178 | 7,314 | 29,581 | 12,355 | 26,265 | 56,428 | 55,819 |
Other expense | 154 | 627 | -354 | 224 | 56 | 873 | 516 | 608 | 651 | 2,053 | 3,614 |
Other expense (income), net | 6,807 | 6,189 | 5,913 | 6,976 | 6,992 | 7,935 | 29,860 | 12,740 | 25,885 | 57,527 | 58,585 |
Income before provision for income taxes | 84,564 | 86,247 | 91,259 | 83,551 | 88,315 | 75,594 | 57,261 | 68,239 | 345,621 | 289,409 | 263,413 |
Provision for income taxes | 37,307 | 30,937 | 30,206 | 24,614 | 33,863 | 27,320 | 19,715 | 24,273 | 123,064 | 105,171 | 89,959 |
Net income | $47,257 | $55,310 | $61,053 | $58,937 | $54,452 | $48,274 | $37,546 | $43,966 | $222,557 | $184,238 | $173,454 |
Earnings per basic common share | $0.40 | $0.46 | $0.50 | $0.49 | $0.44 | $0.39 | $0.31 | $0.36 | $1.85 | $1.50 | $1.43 |
Earnings per diluted common share | $0.39 | $0.46 | $0.50 | $0.48 | $0.44 | $0.39 | $0.30 | $0.35 | $1.83 | $1.48 | $1.41 |
Weighted average shares outstanding used in computing earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | 118,828 | 119,607 | 121,149 | 120,746 | 122,082 | 122,261 | 122,030 | 121,754 | 120,100 | 122,023 | 120,717 |
Diluted | 119,877 | 120,578 | 122,069 | 121,702 | 122,995 | 123,450 | 123,295 | 123,113 | 121,074 | 123,204 | 122,276 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net income | $222,557 | $184,238 | $173,454 |
Other comprehensive income (loss): | ' | ' | ' |
Foreign currency translation adjustments | 1,295 | 3,867 | -4,363 |
Income tax effect | -500 | -1,520 | 1,711 |
Foreign currency translation adjustments, net | 795 | 2,347 | -2,652 |
Unrealized gains (losses) on cash flow hedges | 1,364 | 1,742 | -2,445 |
Income tax effect | -524 | -691 | 957 |
Unrealized gains (losses) on cash flow hedges, net | 840 | 1,051 | -1,488 |
Unrealized gains (losses) on available-for-sale securities | -5 | ' | -11 |
Income tax effect | 2 | ' | 4 |
Unrealized gains (losses) on available-for-sale securities, net | -3 | ' | -7 |
Pension and other post-retirement adjustments | 624 | -1,434 | -145 |
Income tax effect | -110 | 334 | 41 |
Pension and other post-retirement adjustments, net | 514 | -1,100 | -104 |
Other comprehensive income (loss), net of tax | 2,146 | 2,298 | -4,251 |
Comprehensive income | $224,703 | $186,536 | $169,203 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands | ||||||
Balance at Dec. 31, 2010 | $1,102,170 | $1,207 | ($35,201) | $947,000 | $190,007 | ($843) |
Net income | 173,454 | ' | ' | ' | 173,454 | ' |
Other comprehensive income (loss), net of tax | -4,251 | ' | ' | ' | ' | -4,251 |
Common stock issued | 10 | 10 | ' | ' | ' | ' |
Compensation payable in common stock and options | 24,981 | ' | ' | 24,981 | ' | ' |
Common stock repurchased and held in treasury | -14,626 | ' | -14,626 | ' | ' | ' |
Exercise of stock options | 16,431 | 10 | ' | 16,421 | ' | ' |
Excess tax benefits from employee stock incentive plans | 7,263 | ' | ' | 7,263 | ' | ' |
Balance at Dec. 31, 2011 | 1,305,432 | 1,227 | -49,827 | 995,665 | 363,461 | -5,094 |
Net income | 184,238 | ' | ' | ' | 184,238 | ' |
Other comprehensive income (loss), net of tax | 2,298 | ' | ' | ' | ' | 2,298 |
Common stock issued | 4 | 4 | ' | ' | ' | ' |
Compensation payable in common stock and options | 24,997 | ' | ' | 24,997 | ' | ' |
Common stock repurchased and held in treasury | -105,989 | ' | -70,989 | -35,000 | ' | ' |
Common stock issued to directors and held in treasury | -110 | ' | -110 | ' | ' | ' |
Exercise of stock options | 13,313 | 9 | ' | 13,304 | ' | ' |
Excess tax benefits from employee stock incentive plans | 1,048 | ' | ' | 1,048 | ' | ' |
Balance at Dec. 31, 2012 | 1,425,231 | 1,240 | -120,926 | 1,000,014 | 547,699 | -2,796 |
Net income | 222,557 | ' | ' | ' | 222,557 | ' |
Other comprehensive income (loss), net of tax | 2,146 | ' | ' | ' | ' | 2,146 |
Common stock issued | 8 | 8 | ' | ' | ' | ' |
Compensation payable in common stock and options | 24,552 | ' | ' | 24,552 | ' | ' |
Common stock repurchased and held in treasury | -112,183 | ' | -147,183 | 35,000 | ' | ' |
Common stock issued to directors and held in treasury | -282 | ' | -282 | ' | ' | ' |
Exercise of stock options | 11,702 | 8 | ' | 11,694 | ' | ' |
Excess tax benefits from employee stock incentive plans | 2,633 | ' | ' | 2,633 | ' | ' |
Balance at Dec. 31, 2013 | $1,576,364 | $1,256 | ($268,391) | $1,073,893 | $770,256 | ($650) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net income | $222,557 | $184,238 | $173,454 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Amortization of intangible assets | 58,203 | 63,298 | 65,805 |
Stock-based compensation expense | 25,004 | 25,323 | 31,723 |
Depreciation of property, equipment and leasehold improvements | 22,302 | 18,700 | 19,425 |
Amortization of debt origination fees | 3,348 | 18,065 | 5,776 |
Deferred taxes | -15,066 | -30,195 | 5,625 |
Amortization of discount on long-term debt | 1,066 | 5,305 | 1,051 |
Excess tax benefits from share-based compensation | -2,633 | -1,048 | -7,263 |
Other non-cash adjustments | -371 | -49 | 1,542 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ' | ' | ' |
Accounts receivable | -16,412 | 35,473 | -42,284 |
Prepaid income taxes | 7,927 | 7,278 | -10,743 |
Prepaid and other assets | -4,459 | -1,395 | -8,525 |
Accounts payable | -2,145 | 1,979 | 57 |
Deferred revenue | 11,399 | 18,345 | 19,379 |
Accrued compensation and related benefits | 7,057 | -834 | 6,406 |
Other accrued liabilities | -260 | -8,233 | -3,400 |
Other | 2,930 | 10,825 | -3,031 |
Net cash provided by operating activities | 320,447 | 347,075 | 254,997 |
Cash flows from investing activities | ' | ' | ' |
Acquisitions, net of cash acquired | -23,268 | -119,554 | ' |
Proceeds from redemption of short-term investments | 70,900 | 207,032 | 150,292 |
Purchase of investments | ' | -137,306 | -217,792 |
Capitalized software development costs | -3,285 | 0 | ' |
Capital expenditures | -40,255 | -44,884 | -23,111 |
Proceeds from the sale of property, equipment and leasehold improvements | 29 | 351 | ' |
Net cash used in investing activities | 4,121 | -94,361 | -90,611 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from borrowing, net of discount | ' | 876,087 | 1,125,000 |
Repayment of long-term debt | -48,000 | -1,103,563 | -1,312,062 |
Payment of issuance costs in connection with long term debt | ' | -3,870 | ' |
Repurchase of treasury shares | -112,183 | -105,989 | -14,626 |
Proceeds from the exercise of stock options | 11,702 | 13,311 | 16,431 |
Excess tax benefits from stock-based compensation | 2,633 | 1,048 | 7,263 |
Net cash (used in) provided by financing activities | -145,848 | -322,976 | -177,994 |
Effect of exchange rates changes | -3,595 | 1,360 | -3,604 |
Net increase (decrease) in cash and cash equivalents | 175,125 | -68,902 | -17,212 |
Cash and cash equivalents, beginning of period | 183,309 | 252,211 | 269,423 |
Cash and cash equivalents, end of period | 358,434 | 183,309 | 252,211 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | 20,429 | 36,744 | 52,713 |
Cash paid for income taxes | 128,604 | 134,439 | 93,728 |
Supplemental disclosure of non-cash investing activities: | ' | ' | ' |
Property, equipment and leasehold improvements in other accrued liabilities | $3,396 | $3,575 | $1,781 |
Introduction_and_Basis_of_Pres
Introduction and Basis of Presentation | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Introduction and Basis of Presentation | ' | ||||
1. INTRODUCTION AND BASIS OF PRESENTATION | |||||
Organization | |||||
MSCI Inc. together with its wholly-owned subsidiaries (the “Company” or “MSCI”) is a global provider of investment decision support tools, including indexes, portfolio risk and performance analytics and corporate governance products and services. The Company’s flagship products are its global equity indexes and environmental, social and governance (“ESG”) products marketed under the MSCI and MSCI ESG Research brands, its private real estate benchmarks marketed under the IPD brand, its portfolio risk and performance analytics covering global equity and fixed income markets marketed under the Barra brand, its market and credit risk analytics marketed under the RiskMetrics and Barra brands, its performance reporting products and services offered to the investment consultant community marketed under the InvestorForce brand, its governance research and outsourced proxy voting and reporting services, and executive compensation analytics tools marketed under the ISS brand and its valuation models and risk management software for the energy and commodities markets marketed under the FEA 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 indexes, real estate indexes and benchmarks, portfolio risk and performance analytics, credit analytics and ESG products. The Governance business is a full spectrum provider of corporate governance solutions to institutional shareholders and governance data, analytics and advisory services to corporations around the world. (See Note 14, “Segment Information,” for further information about MSCI’s operating segments.) | |||||
Basis of Presentation | |||||
The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “Consolidations.” For investments in any entities in which the Company owns 20% or less of the outstanding voting stock and significant influence does not exist, such investments are carried at cost. | |||||
Significant Accounting Policies | |||||
Basis of Financial Statements and Use of Estimates | |||||
The Company’s 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 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 consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |||||
Inter-company balances and transactions are eliminated in consolidation. | |||||
Revenue Recognition | |||||
In general, the Company applies Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” in determining revenue recognition. Accordingly, the Company recognizes revenue when all the following criteria are met: | |||||
• | The Company has persuasive evidence of a legally binding arrangement, | ||||
• | Delivery has occurred, | ||||
• | Client fee is deemed fixed or determinable, and | ||||
• | Collection is probable. | ||||
When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “Revenue Arrangements with Multiple Deliverables.” Under the provisions of ASC Subtopic 605-25, elements within a multi-deliverable arrangement should be considered separate units of accounting if all of the following criteria are met: | |||||
• | The delivered items have value to the client on a standalone basis. The items have value on a standalone basis if they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and | ||||
• | If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. | ||||
The Company provides products and services to its clients under various software and non-software related arrangements. The Company has signed contracts with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. | |||||
The Company’s subscription agreements for non-software-related application services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly. | |||||
In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with the implementation services are recognized ratably over the period the client is expected to benefit from those services. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmarks reports, digests, and other publications, which are most often associated with the Company’s IPD products, are recognized upon delivery of such reports or data updates. | |||||
The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “Software-Revenue Recognition.” The Company’s subscription agreements for software products include provisions that, among other things, would allow clients to receive unspecified, when and if available, future software upgrades for no additional fee as well as the right to use the software products with maintenance and technical support for the term of the agreement, which is typically one year. Software agreements may include other consulting and professional services. In accordance with ASC Subtopic 985-605, the Company does not have vendor specific objective evidence (“VSOE”) for these elements and therefore recognizes software related revenue upon delivery, then ratably over the term of the license agreement. | |||||
Adjustment to Revenues | |||||
During the year ended December 31, 2012, as a result of a one-time non-cash 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 first quarter resulted in a one-time decrease to the energy and commodity analytics products revenues in the Company’s Consolidated Statement of Income and an increase in deferred revenues in the Company’s Consolidated Statement of Financial Condition. It was determined that under ASC Subtopic 985-605, “Software Revenue Recognition,” the Company incorrectly established 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 were generally one year. Rather, the entire license fee should be 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. | |||||
Share-Based Compensation | |||||
Certain of the Company’s employees have received share-based compensation under certain compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation-Stock Compensation.” ASC Subtopic 718-10 requires measurement of compensation cost for equity-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. | |||||
The fair value of MSCI restricted stock units (“RSUs”) is measured as the closing price of MSCI’s common stock on the day prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at fair market value, which is measured as the closing price of MSCI’s common stock on the day prior to grant. | |||||
The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. | |||||
Based on interpretive guidance related to Stock Compensation, the Company’s policy is to accrue the estimated cost of share-based awards that were granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the restricted stock units granted to employees are subject to certain performance conditions. The Company bases initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. If the estimated number of instruments changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. | |||||
Research and Development | |||||
The Company accounts for research and development costs in accordance with ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio. | |||||
The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software by capitalizing qualifying costs, which are incurred during the application development stage. The amounts capitalized include external direct costs of services used in developing software and the payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software. The Company capitalized $3.3 million of costs related to developed software in the Consolidated Statement of Financial Condition for the year ended December 31, 2013. There were no costs capitalized related to developed software in the Consolidated Statement of Financial Condition for the year ended December 31, 2012. | |||||
Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. | |||||
Income Taxes | |||||
Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. | |||||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. | |||||
Deferred Revenue | |||||
Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. | |||||
Goodwill | |||||
Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill relates to the acquisitions of Barra, LLC (formerly Barra, Inc., “Barra”), RiskMetrics Group, LLC (formerly RiskMetrics Group, Inc., “RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”). The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Topic 350, “Intangibles—Goodwill and Other.” | |||||
The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level, which is deemed to be at the level of the MSCI operating segments. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of its reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2013, 2012 and 2011. | |||||
Intangible Assets | |||||
Intangible assets consist of those definite-lived intangibles from the acquisitions of Barra in June 2004, RiskMetrics in June 2010, Measurisk in July 2010, IPD in November 2012 and InvestorForce in January 2013, as well as capitalized software development costs. The Company’s intangible assets consist of customer relationships, trademarks and trade names, technology and software, proprietary processes and data and non-competition agreements. The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of intangible assets has been identified during any of the periods presented. The Company has no indefinite-lived intangibles. The intangible assets have remaining useful lives ranging from one to 20 years. | |||||
Foreign Currency Translation | |||||
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income), net” on the Consolidated Statement of Income. | |||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents consist of demand deposits, money market funds and debt security investments of 90 days or less from the date of purchase. | |||||
Derivative Instruments | |||||
The Company applies ASC Subtopic 815-10, “Derivatives and Hedging,” which establishes accounting and reporting standards for derivative instruments and hedging activities. The Company may use interest rate swaps and forward contracts on foreign currency to manage risks generally associated with interest rate and foreign exchange rate fluctuations, respectively. The Company’s derivative financial instruments are used as risk management tools and not for speculative or trading purposes. | |||||
For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive loss, a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. | |||||
The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with intercompany loans that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income. | |||||
Fair Value of Financial Assets and Liabilities | |||||
The Company’s financial assets and liabilities include cash and cash equivalents, short-term investments, trade receivables, foreign exchange contracts and interest rate swaps. | |||||
The Company applies the fair value hierarchy of ASC Subtopic 820-10, “Fair Value Measurement,” to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. A financial asset’s or financial liability’s level in the fair value hierarchy is based on the lowest level of any input that is significant to its fair value measurement. The three levels of the fair value hierarchy are: | |||||
Level 1 | Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||
Level 2 | Valuations based on one or more quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly; and | ||||
Level 3 | Valuations based on one or more inputs that are both significant to fair value measurement and unobservable. | ||||
The fair value of certain Level 2 financial liabilities may include valuation adjustments for our counterparties’ and our credit quality. | |||||
Property, Equipment and Leasehold Improvements | |||||
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. Estimates of useful lives are as follows: furniture & fixtures – five years; computer and related equipment – three to five years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or, where applicable, the remaining term of the lease. | |||||
Treasury Stock | |||||
The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. | |||||
In accordance with ASC Subtopic 505-10, “Equity,” the Company accounts for each capped accelerated share repurchase (“ASR”) agreement as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date of the shares and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounts for the shares that it receives under a capped ASR agreement during the period as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock meet all the applicable criteria for equity classification in accordance with ASC Subtopic 815-10 and, therefore, the capped ASR agreements are not accounted for as derivative instruments. | |||||
Allowance for Doubtful Accounts | |||||
The Company licenses its products and services to clients mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company evaluates the credit of its clients and does not require collateral. The Company maintains an allowance on client accounts where estimated losses may result from the inability of its clients to make required payments. | |||||
An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2010 to December 31, 2013 were as follows: | |||||
(in thousands) | Amount | ||||
Balance as of December 31, 2010 | $ | 877 | |||
Addition to provision | 545 | ||||
Amounts written off, net of recoveries | (565 | ) | |||
Balance as of December 31, 2011 | $ | 857 | |||
Addition to provision | 403 | ||||
Amounts written off, net of recoveries | (296 | ) | |||
Balance as of December 31, 2012 | $ | 964 | |||
Addition to provision | 876 | ||||
Amounts written off, net of recoveries | (560 | ) | |||
Balance as of December 31, 2013 | $ | 1,280 | |||
Accrued Compensation | |||||
The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end the Company determines the amount of discretionary cash bonus pools. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in reviewing accrued discretionary cash compensation estimates quarterly and adjusting accrual rates as appropriate. | |||||
Concentrations | |||||
Financial instruments that may potentially subject the Company to concentrations of credit risk consist principally of cash deposits and short-term investments. At December 31, 2013 and 2012, cash and cash equivalent amounts were $358.4 million and $183.3 million, respectively. The Company held no short-term investments at December 31, 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 years ended December 31, 2013, 2012 and 2011, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Recent_Accounting_Standards_Up
Recent Accounting Standards Updates | 12 Months Ended |
Dec. 31, 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 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 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 consolidated financial statements. |
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | ||||||
Dec. 31, 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 Consolidated Statement of Income: | |||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||
(in thousands) | |||||||
Details about Accumulated Other | Amount Reclassified from Accumulated | Affected Line Item in the | |||||
Comprehensive Income (Loss) Components | Other Comprehensive Income (Loss) | Consolidated Statement of | |||||
Income | |||||||
Year Ended | |||||||
December 31, | |||||||
2013 | |||||||
Unrealized losses on cash flow hedges | |||||||
Interest rate contracts | $ | (1,364 | ) | Interest expense | |||
524 | Tax benefit | ||||||
$ | (840 | ) | Net of tax | ||||
Unrealized gains on available-for-sale securities | |||||||
Short-term investments | $ | 5 | Interest income | ||||
(2 | ) | Tax expense | |||||
$ | 3 | Net of tax | |||||
Defined benefit pension plans | |||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (32 | ) | -2 | |||
6 | Tax expense | ||||||
$ | (26 | ) | Net of tax | ||||
Total reclassifications for the period, net of tax | $ | (863 | ) | ||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Consolidated Statement of Income. | ||||||
(2) | These accumulated other comprehensive income (loss) components are included in net periodic benefit expense. See Note 10, “Employee Benefits,” for additional details. |
Earnings_Per_Common_Share
Earnings Per Common Share | 12 Months Ended | ||||||||||||
Dec. 31, 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. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements. Diluted EPS reflects the assumed conversion of all dilutive securities. There were 26,407, 6,714 and 19,754, stock options excluded from the calculation of diluted EPS for the years ended December 31, 2013, 2012 and 2011, respectively, because of their anti-dilutive effect. | |||||||||||||
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: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands, except per share data) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Net income | $ | 222,557 | $ | 184,238 | $ | 173,454 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (633 | ) | (1,547 | ) | (627 | ) | |||||||
Earnings available to MSCI common shareholders | $ | 221,924 | $ | 182,691 | $ | 172,827 | |||||||
Basic weighted average common stock outstanding | 120,100 | 122,023 | 120,717 | ||||||||||
Basic weighted average common stock outstanding | 120,100 | 122,023 | 120,717 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options and restricted stock units | 974 | 1,181 | 1,559 | ||||||||||
Diluted weighted average common shares outstanding | 121,074 | 123,204 | 122,276 | ||||||||||
Earnings per basic common share | $ | 1.85 | $ | 1.5 | $ | 1.43 | |||||||
Earnings per diluted common share | $ | 1.83 | $ | 1.48 | $ | 1.41 | |||||||
(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 | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Short-Term Investments | ' | ||||||||||||||||
5. SHORT-TERM INVESTMENTS | |||||||||||||||||
In the year ended December 31, 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 December 31, 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 as of December 31, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||||||||||||||||||
6. 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 years ended December 31, 2013, 2012 and 2011 was $26.0 million, $24.7 million and $18.5 million, respectively. | |||||||||||||||||||||||||||||||||||||||||||||
Future minimum commitments for the Company’s operating leases in place as of December 31, 2013 are as follows: | |||||||||||||||||||||||||||||||||||||||||||||
Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2014 | $ | 32,806 | |||||||||||||||||||||||||||||||||||||||||||
2015 | 30,918 | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 30,445 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 28,390 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 27,308 | ||||||||||||||||||||||||||||||||||||||||||||
Thereafter | 176,311 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 326,178 | |||||||||||||||||||||||||||||||||||||||||||
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”). | |||||||||||||||||||||||||||||||||||||||||||||
On December 13, 2012, as part of the 2012 Repurchase Program, the Company entered into an ASR agreement with a financial institution to initiate a repurchase aggregating $100.0 million (the “December 2012 ASR Program”). As a result of the December 2012 ASR Program, the Company received 2.2 million shares on December 14, 2012 and 0.8 million shares on July 31, 2013 for a combined average purchase price of $33.47 per share. | |||||||||||||||||||||||||||||||||||||||||||||
On August 1, 2013, MSCI entered into a second ASR agreement to initiate share repurchases aggregating $100.0 million (the “August 2013 ASR Program”). As a result of the August 2013 ASR Program, the Company received 1.9 million shares on August 2, 2013 and 0.5 million shares on December 30, 2013 for a combined average purchase price of $41.06 per share. | |||||||||||||||||||||||||||||||||||||||||||||
The $100.0 million payment for the December 2012 ASR Program was initially split and recorded as a $65.0 million increase to “Treasury stock” and a $35.0 million decrease to “Additional paid in capital” on the Company’s Consolidated Statement of Financial Condition as of December 31, 2012. Upon completion of the December 2012 ASR Program on July 31, 2013, the Company recorded a $35.0 million increase to “Treasury stock” and a $35.0 million increase to “Additional paid in capital” on the Company’s Consolidated Statement of Financial Condition as of December 31, 2013. | |||||||||||||||||||||||||||||||||||||||||||||
The remaining $100.0 million balance authorized under the 2012 Repurchase Program was utilized by MSCI to enter into a third ASR in February 2014. See Note 16, “Subsequent Events,” for further details. | |||||||||||||||||||||||||||||||||||||||||||||
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 scheduled 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 was scheduled to mature on May 4, 2017. | |||||||||||||||||||||||||||||||||||||||||||||
On December 12, 2013, the Company entered into an agreement that extended the maturity of the Amended and Restated Credit Facility from May 2017 to December 2018 (“New Amended and Restated Credit Facility”). It also amended the amortization schedule of required debt payments under the 2012 Term Loan. The Company is required to repay $5.1 million in quarterly payments over the first two years and $10.1 million in quarterly payments over the next three years, with the exception of the final payment on December 2018, which will be $658.1 million (assuming no prepayments). | |||||||||||||||||||||||||||||||||||||||||||||
In March 2013, the Company made a $15.0 million prepayment on the 2012 Term Loan. | |||||||||||||||||||||||||||||||||||||||||||||
The 2012 Term Loan bears interest equal to LIBOR plus a margin. As of December 31, 2013, the 2012 Term Loan bore interest at LIBOR plus a margin of 2.00%, or 2.17%. | |||||||||||||||||||||||||||||||||||||||||||||
Current maturities of long-term debt at December 31, 2013 was $19.8 million, net of a $0.5 million discount. Long-term debt, net of current maturities at December 31, 2013 was $788.0 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 New 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 New Amended and Restated Credit Facility. At December 31, 2013, $8.3 million of the deferred financing fees remain unamortized, $1.8 million of which is included in “Prepaid and other assets” and $6.5 million of which is included in “Other non-current assets” on the Company’s Consolidated Statement of Financial Condition. | |||||||||||||||||||||||||||||||||||||||||||||
The Company amortized $3.3 million and $18.1 million of deferred financing fees in interest expense during the years ended December 31, 2013 and 2012, respectively. Approximately $1.1 million and $5.3 million of debt discount was amortized in interest expense during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||||||||||||||||
At December 31, 2013 and 2012, the fair market value of the Company’s debt obligations were $812.0 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 7, “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 aggregate amount of all long-term debt principal to be repaid for the years following December 31, 2013, is as follows: | |||||||||||||||||||||||||||||||||||||||||||||
For the Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2014 | $ | 20,250 | |||||||||||||||||||||||||||||||||||||||||||
2015 | 20,250 | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 40,500 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 40,500 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 688,500 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 810,000 | |||||||||||||||||||||||||||||||||||||||||||
The Amended and Restated Credit Facility also amended certain negative covenants, including financial covenants. | |||||||||||||||||||||||||||||||||||||||||||||
As of December, 31, 2013, the Company’s retained earnings of $770.3 million were restricted as to the payments of dividends. As outlined in the New Amended and Restated Credit Facility, the Company cannot pay or declare any dividends except out of amounts available for restricted payments. As of December 31, 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 New Amended and Restated Credit Facility, through December 31, 2012 and adjusted for any restricted payments made during the year ended December 31, 2013. To the extent the CRECF is utilized for other actions restricted under the New 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 New 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 December 31, 2013, the Company had outstanding foreign currency forwards with a combined notional amount of $27.4 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 Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||||||||||||||||
Financial Condition Location | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (156 | ) | $ | (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 Consolidated Statements of Financial Condition and Consolidated Statements of Income: | |||||||||||||||||||||||||||||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain | Amount of Gain or | Location of Gain | Amount of Gain | |||||||||||||||||||||||||||||||||||||||||
Derivatives in | Recognized in Accumulated | or (Loss) | (Loss) Reclassified | or (Loss) | or (Loss) Recognized | ||||||||||||||||||||||||||||||||||||||||
Cash Flow | Other Comprehensive | Reclassified | from Accumulated Other | Recognized | in Income on Derivatives | ||||||||||||||||||||||||||||||||||||||||
Hedging | Income (Loss) on Derivatives | from Accumulated | Comprehensive Income (Loss) | in Income on | (Ineffective Portion | ||||||||||||||||||||||||||||||||||||||||
Relationships | (Effective Portion) for the | Other | into Income (Effective | Derivatives | and Amount | ||||||||||||||||||||||||||||||||||||||||
Years Ended | Comprehensive | Portion) for the | (Ineffective | Excluded from | |||||||||||||||||||||||||||||||||||||||||
December 31, | Income into | Years Ended | Portion and | Effectiveness | |||||||||||||||||||||||||||||||||||||||||
Income | December 31, | Amount Excluded | Testing) for the | ||||||||||||||||||||||||||||||||||||||||||
(Effective Portion) | from | Years Ended | |||||||||||||||||||||||||||||||||||||||||||
Effectiveness | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | Testing) | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | (695 | ) | $ | (4,506 | ) | Interest expense | $ | (1,364 | ) | $ | 2,437 | $ | (2,062 | ) | Interest expense | $ | — | $ | — | $ | 35 | |||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||||||||||||||
Gain or (Loss) | Recognized in Income on | ||||||||||||||||||||||||||||||||||||||||||||
Recognized in | Derivatives for the Years | ||||||||||||||||||||||||||||||||||||||||||||
Income on | Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Derivatives | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (139 | ) | $ | (200 | ) | $ | — |
Fair_Value_Measures
Fair Value Measures | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measures | ' | ||||||||||||||||
7. FAIR VALUE MEASURES | |||||||||||||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
December 31, | 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 | $ | 156 | $ | — | $ | 156 | $ | — | |||||||||
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 Prices in | Significant Other | Significant | |||||||||||||
December 31, | Active Markets for | Observable Inputs | Unobservable | ||||||||||||||
2012 | Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
(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 less active markets (Level 2). The Company did not have any transfers between any level during the periods presented. The Company does not hold any financial instruments that would be valued using Level 1 or Level 3 inputs as of the periods presented. | |||||||||||||||||
The Company’s short-term investments as of December 31, 2012 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. |
Property_Equipment_and_Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Property, Equipment and Leasehold Improvements | ' | ||||||||||
8. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | |||||||||||
Property, equipment and leasehold improvements at December 31, 2013 and 2012 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | December 31, | December 31, | ||||||||
Useful Lives | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 86,384 | $ | 67,529 | ||||||
Furniture & fixtures | 7 years | 9,108 | 7,847 | ||||||||
Leasehold improvements | 3 to 21 years | 52,776 | 48,405 | ||||||||
Work-in-process | — | 12,691 | 2,716 | ||||||||
Subtotal | 160,959 | 126,497 | |||||||||
Accumulated depreciation and amortization | (75,371 | ) | (59,078 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 85,588 | $ | 67,419 | |||||||
Depreciation and amortization expense of property, equipment and leasehold improvements was $22.3 million, $18.7 million and $19.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||
9. GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
Goodwill. | |||||||||||||
The Company carries goodwill as reflected in the table below: | |||||||||||||
Performance | Governance | Total | |||||||||||
and Risk | |||||||||||||
(in thousands) | |||||||||||||
Goodwill at December 31, 2011 (1) | $ | 1,456,024 | $ | 252,561 | $ | 1,708,585 | |||||||
Goodwill from acquisition of IPD | 73,773 | — | 73,773 | ||||||||||
Foreign exchange translation adjustment | 1,052 | — | 1,052 | ||||||||||
Goodwill at December 31, 2012 | $ | 1,530,849 | $ | 252,561 | $ | 1,783,410 | |||||||
Changes to goodwill (2) | 14,370 | (468 | ) | 13,902 | |||||||||
Foreign exchange translation adjustment | 1,509 | — | 1,509 | ||||||||||
Goodwill at December 31, 2013 | $ | 1,546,728 | $ | 252,093 | $ | 1,798,821 | |||||||
(1) | During the year ended December 31, 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 year ended December 31, 2013 and the goodwill at December 31, 2011 has been adjusted to reflect the correct allocations between the operating segments. The correction did not have an effect on the Company’s consolidated financial statements or segment results of operations for any period. | ||||||||||||
-2 | Changes to goodwill resulted 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 years ended December 31, 2013, 2012 and 2011, was $58.2 million, $63.3 million and $65.8 million, respectively. | |||||||||||||
The gross carrying amounts, accumulated amortization and net intangible asset totals related to the Company’s identifiable intangible assets are as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Gross intangible assets: | |||||||||||||
Customer relationships | $ | 478,735 | $ | 474,236 | |||||||||
Trademarks/trade names | 257,282 | 256,582 | |||||||||||
Technology/software | 199,778 | 193,192 | |||||||||||
Proprietary process | 3,800 | 3,800 | |||||||||||
Proprietary data | 28,527 | 28,527 | |||||||||||
Subtotal | 968,122 | 956,337 | |||||||||||
Foreign exchange translation adjustment | 1,962 | 836 | |||||||||||
Total gross intangible assets | $ | 970,084 | $ | 957,173 | |||||||||
Accumulated amortization: | |||||||||||||
Customer relationships | $ | (125,359 | ) | $ | (92,631 | ) | |||||||
Trademarks/trade names | (75,696 | ) | (62,270 | ) | |||||||||
Technology/software | (168,481 | ) | (159,375 | ) | |||||||||
Proprietary process | (2,269 | ) | (1,636 | ) | |||||||||
Proprietary data | (2,326 | ) | (184 | ) | |||||||||
Subtotal | (374,131 | ) | (316,096 | ) | |||||||||
Foreign exchange translation adjustment | (246 | ) | (3 | ) | |||||||||
Total accumulated amortization | $ | (374,377 | ) | $ | (316,099 | ) | |||||||
Net intangible assets: | |||||||||||||
Customer relationships | $ | 353,376 | $ | 381,605 | |||||||||
Trademarks/trade names | 181,586 | 194,312 | |||||||||||
Technology/software | 31,297 | 33,817 | |||||||||||
Proprietary process | 1,531 | 2,164 | |||||||||||
Proprietary data | 26,201 | 28,343 | |||||||||||
Subtotal | 593,991 | 640,241 | |||||||||||
Foreign exchange translation adjustment | 1,716 | 833 | |||||||||||
Total net intangible assets | $ | 595,707 | $ | 641,074 | |||||||||
Estimated amortization expense for succeeding years is presented below: | |||||||||||||
For the Years Ending December 31, | Amortization | ||||||||||||
Expense | |||||||||||||
(in thousands) | |||||||||||||
2014 | $ | 58,412 | |||||||||||
2015 | 58,515 | ||||||||||||
2016 | 56,337 | ||||||||||||
2017 | 50,206 | ||||||||||||
2018 | 47,659 | ||||||||||||
Thereafter | 324,578 | ||||||||||||
Total | $ | 595,707 | |||||||||||
Employee_Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 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. For the years ended December 31, 2013, 2012 and 2011, costs relating to 401(k), pension and post-retirement benefit expenses were $21.2 million, $19.0 million and $15.9 million, respectively. Amounts included in cost of services were $13.3 million, $12.0 million and $9.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. Amounts included in selling, general and administrative expense related to these pension and post-retirement expenses for the years ended December 31, 2013, 2012 and 2011 were $7.9 million, $7.0 million and $6.1 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 for the years ended December 31, 2013, 2012 and 2011 were $18.5 million, $15.9 million and $14.0 million, respectively. | |
Net Periodic Benefit Expense. Net periodic benefit expense incurred by the Company related to defined benefit pension plans was $2.7 million, $3.1 million and $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
The Company uses a measurement date of December 31 to calculate obligations under its pension and postretirement plans. As of December 31, 2013, the Company carried a $7.7 million net liability on its books related to its future pension obligations. The fair value of the defined benefit plan assets were $15.7 million at December 31, 2013. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
11. SHARE-BASED COMPENSATION | |||||||||||||||||
On November 6, 2007, the Company’s Board of Directors approved the award of founders grants to its employees in the form of restricted stock units and/or options (“Founders Grant Award”). The restricted stock units and options vested over a four-year period beginning from the November 14, 2007 grant date through November 14, 2011. | |||||||||||||||||
On June 1, 2010, the Company awarded certain of its employees with a grant in the form of restricted stock units (“Performance Award”). The Performance Award performance-vested based upon the Company achieving specific performance targets over a measurement period ended on December 31, 2012. The Performance Award vested and converted to shares in February 2013. | |||||||||||||||||
On December 10, 2010, the Compensation Committee of the Board of Directors of the Company approved the grant of a special one-time price and time vested stock option award to the Company’s Chief Executive Officer (“2010 CEO Award”). The award was valued at $3.6 million using a Monte Carlo simulation based on the closing price of the Company’s common stock at the close of business on December 13, 2010. The 2010 CEO Award time-vests over a five-year period, with approximately 25% of the award vesting on each of the second, third, fourth and fifth anniversaries of the grant and is subject to certain market performance conditions. | |||||||||||||||||
On December 14, 2010, the Company, as a component of the 2010 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2010 Bonus Award”). The aggregate value of the grants was $18.9 million. Approximately $6.2 million was awarded to retirement-eligible employees under the award terms. A portion of the 2010 Bonus Award consisted of restricted stock units vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2011, 2012 and 2013, respectively. A smaller portion of the 2010 Bonus Award consisted of restricted stock units subject to achieving both specific performance targets over a measurement period ending on December 31, 2012 and a time-vesting period, with one-half time vesting on December 31, 2012 and December 31, 2013, respectively. | |||||||||||||||||
On February 2, 2012, the Company, as a component of the 2011 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2011 Bonus Award”). The aggregate value of the grants was $21.2 million. Approximately $6.7 million of the aggregate value of the grants was awarded to retirement-eligible employees under the award terms which had been expensed in the year ended December 31, 2011. A portion of the 2011 Bonus Award consisted of restricted stock units vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2013, 2014 and 2015, respectively. A smaller portion of the 2011 Bonus Award consisted of restricted stock units subject to achieving both specific performance targets over a measurement period ending on December 31, 2013 and a time-vesting period, with one-half time vesting on December 31, 2013 and December 31, 2014, respectively. | |||||||||||||||||
In January 2013, the Company, as a component of the 2012 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2012 Bonus Award”). The aggregate value of the grants was $21.7 million. Approximately $6.2 million was awarded to retirement eligible employees under the award terms which had been expensed in the year ended December 31, 2012. A portion of the 2012 Bonus Award consisted of restricted stock units vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2014, 2015 and 2016. A smaller portion of the 2012 Bonus Award consisted of restricted stock units subject to achieving both specific performance targets over a measurement period ending on December 31, 2014 and a time-vesting period, with one-half time vesting on December 31, 2014 and December 31, 2015, respectively. | |||||||||||||||||
In January 2014, the Company, as a component of the 2013 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2013 Bonus Award”). The total number of units granted was 575,457. The aggregate value of the grants was $24.3 million. Approximately $6.8 million was awarded to retirement eligible employees under the award terms which had been expensed in the year ended December 31, 2013. | |||||||||||||||||
During the year ended December 31, 2013, the Company awarded 4,688 shares in MSCI common stock and 20,514 restricted stock units to directors who were not employees of the Company during the period. During the year ended December 31, 2012, the Company awarded 4,544 shares in MSCI common stock and 18,603 restricted stock units to directors who were not employees of the Company during the period. | |||||||||||||||||
For the Performance Award and the 2010 CEO Award, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the remainder of the awards granted by the Company, all or a portion of the award may be cancelled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees. | |||||||||||||||||
In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury. | |||||||||||||||||
The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: | |||||||||||||||||
For the Years Ended | |||||||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Deferred stock | $ | 23,910 | $ | 23,198 | $ | 27,067 | |||||||||||
Stock options | 1,643 | 2,398 | 4,682 | ||||||||||||||
Total | $ | 25,553 | $ | 25,596 | $ | 31,749 | |||||||||||
The amount of this expense included in cost of services for the years ended December 31, 2013, 2012 and 2011 was $10.3 million, $9.6 million and $12.4 million, respectively. The amount of this expense included in selling, general and administrative expense for the years ended December 31, 2013, 2012 and 2011 was $15.3 million, $16.0 million and $19.3 million, respectively. The amount of this expense included in restructuring expense was less than $0.1 million for the year ended December 31, 2011. | |||||||||||||||||
The tax benefits for share-based compensation expense related to deferred stock and stock options granted to Company employees and to directors who are not employees of the Company were $2.6 million, $1.0 million and $7.3 million for the year ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||||||
As of December 31, 2013, $13.1 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years. | |||||||||||||||||
In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2013, 6.7 million shares of common stock were available for future grant under these plans. | |||||||||||||||||
Deferred Stock Awards. Certain Company employees have been granted deferred stock awards pursuant to its share-based compensation plan. The plan provides for the deferral of a portion of certain employees’ discretionary compensation with awards made in the form of RSUs, PSUs and restricted stock awards (together, the “Deferred Stock Awards”). Recipients of deferred stock generally have rights to receive dividend equivalents that are not subject to vesting. The Company reports the target number of PSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case the Company reports the amount of shares employees are likely to receive. | |||||||||||||||||
The following table sets forth activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Vested and unvested deferred stock awards at December 31, 2012 | 1,440 | $ | 32.47 | ||||||||||||||
Granted | 797 | $ | 34.06 | ||||||||||||||
Conversion to common stock | (847 | ) | $ | 32.3 | |||||||||||||
Canceled | (153 | ) | $ | 30.65 | |||||||||||||
Vested and unvested deferred stock awards at December 31, 2013 (1) | 1,237 | $ | 33.84 | ||||||||||||||
(1) | As of December 31, 2013, 1,212 restricted stock units and restricted stock awards, with a weighted average price of $33.84, were vested or expected to vest. | ||||||||||||||||
The total fair value of Deferred Stock Awards held by the Company’s employees converted to MSCI common stock during the years ended December 31, 2013, 2012 and 2011 was $28.2 million, $15.3 million and $35.2 million, respectively. | |||||||||||||||||
The following table sets forth activity concerning the Company’s unvested deferred stock awards related to its employees: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested deferred stock awards at December 31, 2012(1) | 1,136 | $ | 32.16 | ||||||||||||||
Granted | 599 | $ | 34.01 | ||||||||||||||
Vested | (688 | ) | $ | 31.91 | |||||||||||||
Canceled | (153 | ) | $ | 30.65 | |||||||||||||
Unvested deferred stock awards at December 31, 2013 | 894 | $ | 33.85 | ||||||||||||||
Unvested deferred stock awards expected to vest | 868 | $ | 33.85 | ||||||||||||||
(1) | Unvested deferred stock awards represent awards where recipients have yet to satisfy either the explicit vesting terms or retirement-eligibility requirements. | ||||||||||||||||
Stock Option Awards. During the year ended December 31, 2013, the Company awarded stock options. The award was valued using a Black-Scholes valuation model. No MSCI stock options were issued during the years ended December 31, 2012 and 2011. The weighted average fair value of MSCI stock options issued by the Company in the year ended December 31, 2013 was $19.18, utilizing the following assumptions: | |||||||||||||||||
Assumptions | |||||||||||||||||
Risk free interest rate | 1.87 | % | |||||||||||||||
Expected option life in years | 6.5 | ||||||||||||||||
Expected stock price volatility | 46.07 | % | |||||||||||||||
Expected dividend yield | — | ||||||||||||||||
The expected stock price volatility assumption was determined using the historical volatility of the Company. | |||||||||||||||||
The following table sets forth activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2013: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | Weighted | Aggregated | |||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Remaining | Value | ||||||||||||||
Price | Life | (in thousands) | |||||||||||||||
(Years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 2,607 | $ | 19.62 | 5.82 | N/A | ||||||||||||
Granted or assumed | 104 | $ | 40.23 | N/A | N/A | ||||||||||||
Forfeited | (20 | ) | $ | 18.99 | N/A | N/A | |||||||||||
Conversion to common stock | (705 | ) | $ | 16.43 | N/A | N/A | |||||||||||
Options outstanding at December 31, 2013 | 1,986 | $ | 21.85 | 4.55 | $ | 43,445 | |||||||||||
Options exercisable at December 31, 2013 | 1,729 | $ | 19.42 | 4.02 | $ | 42,005 | |||||||||||
Options vested or expected to vest | 1,986 | $ | 21.85 | 4.55 | $ | 43,445 | |||||||||||
The following table presents information relating to the Company’s outstanding stock options as of December 31, 2013: | |||||||||||||||||
At December 31, 2013 | Options Outstanding | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Life (Years) | Value | ||||||||||||||
Price | (in thousands) | ||||||||||||||||
$2.76 to $16.48 | 204 | $ | 11.95 | 3.2 | $ | 6,481 | |||||||||||
$18.00 | 961 | $ | 18 | 3.86 | $ | 24,706 | |||||||||||
$20.45 to $25.64 | 509 | $ | 23.23 | 4.32 | $ | 10,433 | |||||||||||
$36.70 to $40.23 | 312 | $ | 37.88 | 7.88 | $ | 1,825 | |||||||||||
Total | 1,986 | $ | 43,445 | ||||||||||||||
The following table presents information relating to the Company’s exercisable stock options as of December 31, 2013: | |||||||||||||||||
At December 31, 2013 | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Life (Years) | Value | ||||||||||||||
Price | (in thousands) | ||||||||||||||||
$2.76 to $16.48 | 204 | $ | 11.95 | 3.2 | $ | 6,481 | |||||||||||
$18.00 | 961 | $ | 18 | 3.86 | $ | 24,706 | |||||||||||
$20.45 to $25.64 | 509 | $ | 23.23 | 4.32 | $ | 10,433 | |||||||||||
$36.70 to $40.23 | 55 | $ | 36.7 | 6.95 | $ | 385 | |||||||||||
Total | 1,729 | $ | 42,005 | ||||||||||||||
The intrinsic value of the stock options exercised by the Company’s employees during the years ended December 31, 2013, 2012 and 2011 was $13.9 million, $14.5 million and $19.4 million, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
12. INCOME TAXES | |||||||||||||
The provision for income taxes (benefits) consisted of: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Current | |||||||||||||
U.S. federal | $ | 100,504 | $ | 94,022 | $ | 53,041 | |||||||
U.S. state and local | 17,513 | 19,067 | 12,573 | ||||||||||
Non U.S. | 20,113 | 22,277 | 18,720 | ||||||||||
138,130 | 135,366 | 84,334 | |||||||||||
Deferred | |||||||||||||
U.S. federal | (9,044 | ) | (24,733 | ) | 12,412 | ||||||||
U.S. state and local | (3,614 | ) | (5,225 | ) | (2,643 | ) | |||||||
Non U.S. | (2,408 | ) | (237 | ) | (4,144 | ) | |||||||
(15,066 | ) | (30,195 | ) | 5,625 | |||||||||
Provision for income taxes | $ | 123,064 | $ | 105,171 | $ | 89,959 | |||||||
The following table reconciles the provision to the U.S. federal statutory income tax rate: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
U.S. state and local income taxes, net of U.S. federal income tax benefits | 3.06 | % | 2.1 | % | 2.45 | % | |||||||
Change in tax rates applicable to non-U.S. earnings | (0.95 | %) | (1.90 | %) | (3.33 | %) | |||||||
Domestic tax credits | (0.86 | %) | — | % | (0.95 | %) | |||||||
Other | (0.64 | %) | 1.14 | % | 0.98 | % | |||||||
Effective income tax rate | 35.61 | % | 36.34 | % | 34.15 | % | |||||||
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012, were as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Employee compensation and benefit plans | $ | 35,051 | $ | 33,183 | |||||||||
Deferred rent | 9,810 | 8,592 | |||||||||||
Property, equipment and leasehold improvements, net | 949 | — | |||||||||||
State taxes | 3,847 | 1,716 | |||||||||||
Interest rate swap | — | 523 | |||||||||||
Foreign currency translation | — | 144 | |||||||||||
Pension | 454 | 505 | |||||||||||
Unearned revenue | 1,493 | 908 | |||||||||||
NOL carryforward – current | 2,129 | 741 | |||||||||||
NOL carryforward – non-current | 34,699 | 3,849 | |||||||||||
Other | 3,043 | 3,239 | |||||||||||
Subtotal | 91,475 | 53,400 | |||||||||||
Less: valuation allowance | (23,399 | ) | (209 | ) | |||||||||
Total deferred tax assets | $ | 68,076 | $ | 53,191 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | $ | (235,102 | ) | $ | (236,838 | ) | |||||||
Foreign currency translation | (378 | ) | — | ||||||||||
Property, equipment and leasehold improvements, net | — | (1,046 | ) | ||||||||||
Other | (762 | ) | — | ||||||||||
Total deferred tax liabilities | $ | (236,242 | ) | $ | (237,884 | ) | |||||||
Net deferred tax liabilities | $ | (168,166 | ) | $ | (184,693 | ) | |||||||
Net current deferred tax asset | $ | 52,888 | $ | 49,552 | |||||||||
Net non-current deferred tax liabilities | (221,054 | ) | (234,245 | ) | |||||||||
Net deferred tax liabilities | $ | (168,166 | ) | $ | (184,693 | ) | |||||||
The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | 301,697 | $ | 237,816 | $ | 220,302 | |||||||
Foreign (1) | 43,924 | 51,593 | 43,111 | ||||||||||
Total income before provision for income taxes | $ | 345,621 | $ | 289,409 | $ | 263,413 | |||||||
(1) | Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S. | ||||||||||||
Cumulative earnings attributable to foreign subsidiaries were $188.6 million, $164.9 million and $121.1 million for the years ended December 31, 2013, 2012, and 2011, respectively. No provisions for U.S. income tax that could occur upon repatriation has been recorded on these earnings which are indefinitely invested abroad. It is not practicable to determine the amount of income taxes payable in the event all such foreign earnings are repatriated. | |||||||||||||
The Company intends to reinvest the undistributed earnings of all foreign operations indefinitely except for any entities that are branches of U.S. companies or check-the-box entities that have elected to be treated as disregarded entities for U.S. tax purposes and are held directly by a U.S. company or are not otherwise eligible for deferral. Accordingly, the Company does not accrue the U.S. taxes that would be recognized upon repatriation of these earnings. | |||||||||||||
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 Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs. | |||||||||||||
The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
Gross unrecognized tax benefits | Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(amounts in thousands) | |||||||||||||
Beginning balance | $ | 6,827 | $ | 13,168 | $ | 13,392 | |||||||
Increases based on tax positions related to the current period | 194 | — | — | ||||||||||
Increases based on tax positions related to prior periods | 2,690 | 349 | 1,061 | ||||||||||
Decreases based on tax positions related to prior periods | (2,474 | ) | (427 | ) | (1,132 | ) | |||||||
Increases/ (Decreases) related to settlements with taxing authorities | — | (6,263 | ) | (153 | ) | ||||||||
Increases/(Decreases) related to a lapse of applicable statute of limitations | (148 | ) | — | — | |||||||||
Ending balance | $ | 7,089 | $ | 6,827 | $ | 13,168 | |||||||
The total amount of unrecognized tax benefits was $6.4 million, net of federal benefit of state issues, competent authority and foreign tax credit offsets, as of December 31, 2013, which, if recognized, would favorably affect the effective tax rate in future periods. The Company recognizes the accrual of interest and penalties related to unrecognized tax benefits in the Provision for Income Taxes in the Consolidated Statement of Income. For the year ended December 31, 2013, the Company recognized $0.2 million of interest in the Consolidated Statement of Income. No penalties were recognized in the Consolidated Statement of Income for the year ended December 31, 2013. | |||||||||||||
The Company is under examination by the Internal Revenue Service and other tax authorities in certain countries, such as the United Kingdom, and 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. The Company had recorded a reserve of $8.4 million to indemnify Morgan Stanley through December 31, 2011. As a result of the additional assessment, the Company recognized an additional $1.7 million of tax expense, which represents the additional assessment, net of federal tax benefit, in its Consolidated Statement of Income during the year ended December 31, 2012. This reflects the final settlement of the 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 their New York State and New York City examination relating to the tax years 2007 through 2008 and their 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 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 | 2007-2012 | ||||||||||||
New York City | 2007-2012 | ||||||||||||
Hong Kong | 2007-2012 | ||||||||||||
United Kingdom | 2011-2012 | ||||||||||||
Canada | 2006-2012 | ||||||||||||
Japan | 2009-2012 | ||||||||||||
India | 2008-2013 |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 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 for InvestorForce 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 indexes to the Company’s family of equity indexes. Headquartered in London, with offices around the world, IPD is a 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 indexes. IPD has been added as a component of the Performance and Risk segment. | |
The final 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 provider of 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 of and reporting on institutional assets. InvestorForce has been added as a component of the Performance and Risk segment. | |
As of December 31, 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. | |
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. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
14. 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 and in assessing performance. 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 global provider of investment decision support tools, including equity indexes, real estate indexes 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, regulatory and client reporting, index-linked investment product creation, asset allocation, the assessment of corporate management of ESG risks and opportunities, investment manager selection and investment research. | |||||||||||||
The Governance business is a provider of corporate governance products and governance-related 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, application and management; research; vote recommendations; vote execution; post-vote disclosure and reporting; and data and analytical tools. It also provides securities class action monitoring and claims filing services to aid institutional investors in the recovery of funds from securities class action settlements. 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, 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 years ended December 31, 2013, 2012 and 2011: | |||||||||||||
Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Operating revenues | |||||||||||||
Performance and Risk | $ | 913,364 | $ | 826,990 | $ | 781,355 | |||||||
Governance | 122,303 | 123,151 | 119,586 | ||||||||||
Consolidated | $ | 1,035,667 | $ | 950,141 | $ | 900,941 | |||||||
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | |||||||||||||
Performance and Risk | $ | 63,086 | $ | 65,182 | $ | 67,558 | |||||||
Governance | 17,419 | 16,816 | 17,672 | ||||||||||
Consolidated | $ | 80,505 | $ | 81,998 | $ | 85,230 | |||||||
Operating income | |||||||||||||
Performance and Risk | $ | 356,500 | $ | 334,547 | $ | 310,504 | |||||||
Governance | 15,006 | 12,389 | 11,494 | ||||||||||
Consolidated | $ | 371,506 | $ | 346,936 | $ | 321,998 | |||||||
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: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues | |||||||||||||
Americas: | |||||||||||||
United States | $ | 506,392 | $ | 485,603 | $ | 457,591 | |||||||
Other | 38,653 | 31,929 | 32,188 | ||||||||||
Total Americas | 545,045 | 517,532 | 489,779 | ||||||||||
Europe, the Middle East and Africa (“EMEA”): | |||||||||||||
United Kingdom | 152,714 | 118,827 | 106,648 | ||||||||||
Other | 214,316 | 189,465 | 180,600 | ||||||||||
Total EMEA | 367,030 | 308,292 | 287,248 | ||||||||||
Asia & Australia: | |||||||||||||
Japan | 50,701 | 57,419 | 58,023 | ||||||||||
Other | 72,891 | 66,898 | 65,891 | ||||||||||
Total Asia & Australia | 123,592 | 124,317 | 123,914 | ||||||||||
Total | $ | 1,035,667 | $ | 950,141 | $ | 900,941 | |||||||
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 | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Long-lived assets | |||||||||||||
Americas: | |||||||||||||
United States | $ | 2,323,781 | $ | 2,334,877 | |||||||||
Other | 4,082 | 4,608 | |||||||||||
Total Americas | 2,327,863 | 2,339,485 | |||||||||||
EMEA: | |||||||||||||
United Kingdom | 133,411 | 139,714 | |||||||||||
Other | 11,871 | 8,749 | |||||||||||
Total EMEA | 145,282 | 148,463 | |||||||||||
Asia & Australia: | |||||||||||||
Japan | 1,543 | 297 | |||||||||||
Other | 5,428 | 3,658 | |||||||||||
Total Asia & Australia | 6,971 | 3,955 | |||||||||||
Total | $ | 2,480,116 | $ | 2,491,903 | |||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Results of Operations | ' | ||||||||||||||||||||||||||||||||
15. QUARTERLY RESULTS OF OPERATIONS (unaudited): | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | First | Second | Third | Fourth | ||||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Operating revenues | $ | 251,909 | $ | 257,898 | $ | 258,238 | $ | 267,622 | $ | 229,052 | $ | 238,565 | $ | 235,444 | $ | 247,080 | |||||||||||||||||
Cost of services | 80,185 | 83,359 | 80,040 | 84,727 | 72,291 | 73,243 | 68,350 | 74,191 | |||||||||||||||||||||||||
Selling, general and administrative | 61,631 | 57,612 | 65,380 | 70,722 | 55,436 | 57,602 | 62,973 | 57,172 | |||||||||||||||||||||||||
Restructuring | — | — | — | — | (29 | ) | (22 | ) | — | — | |||||||||||||||||||||||
Amortization of intangible assets | 14,486 | 14,509 | 14,448 | 14,760 | 15,959 | 15,959 | 15,959 | 15,421 | |||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5,080 | 5,246 | 5,934 | 6,042 | 4,416 | 4,662 | 4,633 | 4,989 | |||||||||||||||||||||||||
Total operating expenses | 161,382 | 160,726 | 165,802 | 176,251 | 148,073 | 151,444 | 151,915 | 151,773 | |||||||||||||||||||||||||
Operating income | 90,527 | 97,172 | 92,436 | 91,371 | 80,979 | 87,121 | 83,529 | 95,307 | |||||||||||||||||||||||||
Interest income | (268 | ) | (237 | ) | (265 | ) | (261 | ) | (223 | ) | (237 | ) | (252 | ) | (242 | ) | |||||||||||||||||
Interest expense (1) | 7,020 | 6,504 | 5,827 | 6,914 | 12,355 | 29,581 | 7,314 | 7,178 | |||||||||||||||||||||||||
Other expense (income) | 224 | (354 | ) | 627 | 154 | 608 | 516 | 873 | 56 | ||||||||||||||||||||||||
Other expense (income), net | 6,976 | 5,913 | 6,189 | 6,807 | 12,740 | 29,860 | 7,935 | 6,992 | |||||||||||||||||||||||||
Income before provision for income taxes | 83,551 | 91,259 | 86,247 | 84,564 | 68,239 | 57,261 | 75,594 | 88,315 | |||||||||||||||||||||||||
Provision for income taxes | 24,614 | 30,206 | 30,937 | 37,307 | 24,273 | 19,715 | 27,320 | 33,863 | |||||||||||||||||||||||||
Net income | $ | 58,937 | $ | 61,053 | $ | 55,310 | $ | 47,257 | $ | 43,966 | $ | 37,546 | $ | 48,274 | $ | 54,452 | |||||||||||||||||
Earnings per basic common share | $ | 0.49 | $ | 0.5 | $ | 0.46 | $ | 0.4 | $ | 0.36 | $ | 0.31 | $ | 0.39 | $ | 0.44 | |||||||||||||||||
Earnings per diluted common share | $ | 0.48 | $ | 0.5 | $ | 0.46 | $ | 0.39 | $ | 0.35 | $ | 0.3 | $ | 0.39 | $ | 0.44 | |||||||||||||||||
Weighted average shares outstanding used in computing per share data | |||||||||||||||||||||||||||||||||
Basic | 120,746 | 121,149 | 119,607 | 118,828 | 121,754 | 122,030 | 122,261 | 122,082 | |||||||||||||||||||||||||
Diluted | 121,702 | 122,069 | 120,578 | 119,877 | 123,113 | 123,295 | 123,450 | 122,995 | |||||||||||||||||||||||||
-1 | Increased Interest expense during the second quarter of 2012 was primarily the result of the accelerated recognition of deferred financing costs associated with the refinancing of the Company’s debt that occurred during the quarter. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
16. SUBSEQUENT EVENTS | |
Authorization of the 2014 Repurchase Program | |
On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock which will be available from time to time at management’s discretion. | |
Initiation of the February 2014 ASR Program | |
On February 6, 2014, MSCI entered into a new ASR agreement to initiate share repurchases aggregating $100.0 million (the “February 2014 ASR Program”). The February 2014 ASR Program is structured as a capped ASR in which, on February 7, 2014, MSCI paid $100.0 million and received 1.7 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. MSCI anticipates that all repurchases under the February 2014 ASR Program will be completed no later than the final repurchase date in May 2014, although settlement may be accelerated under certain circumstances. Additionally, depending on the average share price through the completion date in May 2014, MSCI may receive additional shares under the February 2014 ASR Program. |
Introduction_and_Basis_of_Pres1
Introduction and Basis of Presentation (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Financial Statements and Use of Estimates | ' | ||||
Basis of Financial Statements and Use of Estimates | |||||
The Company’s 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 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 consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |||||
Inter-company balances and transactions are eliminated in consolidation. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
In general, the Company applies Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” in determining revenue recognition. Accordingly, the Company recognizes revenue when all the following criteria are met: | |||||
• | The Company has persuasive evidence of a legally binding arrangement, | ||||
• | Delivery has occurred, | ||||
• | Client fee is deemed fixed or determinable, and | ||||
• | Collection is probable. | ||||
When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “Revenue Arrangements with Multiple Deliverables.” Under the provisions of ASC Subtopic 605-25, elements within a multi-deliverable arrangement should be considered separate units of accounting if all of the following criteria are met: | |||||
• | The delivered items have value to the client on a standalone basis. The items have value on a standalone basis if they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and | ||||
• | If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. | ||||
The Company provides products and services to its clients under various software and non-software related arrangements. The Company has signed contracts with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. | |||||
The Company’s subscription agreements for non-software-related application services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly. | |||||
In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with the implementation services are recognized ratably over the period the client is expected to benefit from those services. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmarks reports, digests, and other publications, which are most often associated with the Company’s IPD products, are recognized upon delivery of such reports or data updates. | |||||
The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “Software-Revenue Recognition.” The Company’s subscription agreements for software products include provisions that, among other things, would allow clients to receive unspecified, when and if available, future software upgrades for no additional fee as well as the right to use the software products with maintenance and technical support for the term of the agreement, which is typically one year. Software agreements may include other consulting and professional services. In accordance with ASC Subtopic 985-605, the Company does not have vendor specific objective evidence (“VSOE”) for these elements and therefore recognizes software related revenue upon delivery, then ratably over the term of the license agreement. | |||||
Adjustment to Revenues | |||||
During the year ended December 31, 2012, as a result of a one-time non-cash 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 first quarter resulted in a one-time decrease to the energy and commodity analytics products revenues in the Company’s Consolidated Statement of Income and an increase in deferred revenues in the Company’s Consolidated Statement of Financial Condition. It was determined that under ASC Subtopic 985-605, “Software Revenue Recognition,” the Company incorrectly established 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 were generally one year. Rather, the entire license fee should be 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. | |||||
Share-Based Compensation | ' | ||||
Share-Based Compensation | |||||
Certain of the Company’s employees have received share-based compensation under certain compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation-Stock Compensation.” ASC Subtopic 718-10 requires measurement of compensation cost for equity-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. | |||||
The fair value of MSCI restricted stock units (“RSUs”) is measured as the closing price of MSCI’s common stock on the day prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at fair market value, which is measured as the closing price of MSCI’s common stock on the day prior to grant. | |||||
The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. | |||||
Based on interpretive guidance related to Stock Compensation, the Company’s policy is to accrue the estimated cost of share-based awards that were granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the restricted stock units granted to employees are subject to certain performance conditions. The Company bases initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. If the estimated number of instruments changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. | |||||
Research and Development | ' | ||||
Research and Development | |||||
The Company accounts for research and development costs in accordance with ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio. | |||||
The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software by capitalizing qualifying costs, which are incurred during the application development stage. The amounts capitalized include external direct costs of services used in developing software and the payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software. The Company capitalized $3.3 million of costs related to developed software in the Consolidated Statement of Financial Condition for the year ended December 31, 2013. There were no costs capitalized related to developed software in the Consolidated Statement of Financial Condition for the year ended December 31, 2012. | |||||
Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. | |||||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. | |||||
Deferred Revenue | ' | ||||
Deferred Revenue | |||||
Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. | |||||
Goodwill | ' | ||||
Goodwill | |||||
Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill relates to the acquisitions of Barra, LLC (formerly Barra, Inc., “Barra”), RiskMetrics Group, LLC (formerly RiskMetrics Group, Inc., “RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”). The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Topic 350, “Intangibles—Goodwill and Other.” | |||||
The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level, which is deemed to be at the level of the MSCI operating segments. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of its reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2013, 2012 and 2011. | |||||
Intangible Assets | ' | ||||
Intangible Assets | |||||
Intangible assets consist of those definite-lived intangibles from the acquisitions of Barra in June 2004, RiskMetrics in June 2010, Measurisk in July 2010, IPD in November 2012 and InvestorForce in January 2013, as well as capitalized software development costs. The Company’s intangible assets consist of customer relationships, trademarks and trade names, technology and software, proprietary processes and data and non-competition agreements. The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of intangible assets has been identified during any of the periods presented. The Company has no indefinite-lived intangibles. The intangible assets have remaining useful lives ranging from one to 20 years. | |||||
Foreign Currency Translation | ' | ||||
Foreign Currency Translation | |||||
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income), net” on the Consolidated Statement of Income. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents consist of demand deposits, money market funds and debt security investments of 90 days or less from the date of purchase. | |||||
Derivative Instruments | ' | ||||
Derivative Instruments | |||||
The Company applies ASC Subtopic 815-10, “Derivatives and Hedging,” which establishes accounting and reporting standards for derivative instruments and hedging activities. The Company may use interest rate swaps and forward contracts on foreign currency to manage risks generally associated with interest rate and foreign exchange rate fluctuations, respectively. The Company’s derivative financial instruments are used as risk management tools and not for speculative or trading purposes. | |||||
For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive loss, a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. | |||||
The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with intercompany loans that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income. | |||||
Fair Value of Financial Assets and Liabilities | ' | ||||
Fair Value of Financial Assets and Liabilities | |||||
The Company’s financial assets and liabilities include cash and cash equivalents, short-term investments, trade receivables, foreign exchange contracts and interest rate swaps. | |||||
The Company applies the fair value hierarchy of ASC Subtopic 820-10, “Fair Value Measurement,” to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. A financial asset’s or financial liability’s level in the fair value hierarchy is based on the lowest level of any input that is significant to its fair value measurement. The three levels of the fair value hierarchy are: | |||||
Level 1 | Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||
Level 2 | Valuations based on one or more quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly; and | ||||
Level 3 | Valuations based on one or more inputs that are both significant to fair value measurement and unobservable. | ||||
The fair value of certain Level 2 financial liabilities may include valuation adjustments for our counterparties’ and our credit quality. | |||||
Property, Equipment and Leasehold Improvements | ' | ||||
Property, Equipment and Leasehold Improvements | |||||
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. Estimates of useful lives are as follows: furniture & fixtures – five years; computer and related equipment – three to five years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or, where applicable, the remaining term of the lease. | |||||
Treasury Stock | ' | ||||
Treasury Stock | |||||
The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. | |||||
In accordance with ASC Subtopic 505-10, “Equity,” the Company accounts for each capped accelerated share repurchase (“ASR”) agreement as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date of the shares and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounts for the shares that it receives under a capped ASR agreement during the period as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock meet all the applicable criteria for equity classification in accordance with ASC Subtopic 815-10 and, therefore, the capped ASR agreements are not accounted for as derivative instruments. | |||||
Allowance for Doubtful Accounts | ' | ||||
Allowance for Doubtful Accounts | |||||
The Company licenses its products and services to clients mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company evaluates the credit of its clients and does not require collateral. The Company maintains an allowance on client accounts where estimated losses may result from the inability of its clients to make required payments. | |||||
An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2010 to December 31, 2013 were as follows: | |||||
(in thousands) | Amount | ||||
Balance as of December 31, 2010 | $ | 877 | |||
Addition to provision | 545 | ||||
Amounts written off, net of recoveries | (565 | ) | |||
Balance as of December 31, 2011 | $ | 857 | |||
Addition to provision | 403 | ||||
Amounts written off, net of recoveries | (296 | ) | |||
Balance as of December 31, 2012 | $ | 964 | |||
Addition to provision | 876 | ||||
Amounts written off, net of recoveries | (560 | ) | |||
Balance as of December 31, 2013 | $ | 1,280 | |||
Accrued Compensation | ' | ||||
Accrued Compensation | |||||
The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end the Company determines the amount of discretionary cash bonus pools. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in reviewing accrued discretionary cash compensation estimates quarterly and adjusting accrual rates as appropriate. | |||||
Concentrations | ' | ||||
Concentrations | |||||
Financial instruments that may potentially subject the Company to concentrations of credit risk consist principally of cash deposits and short-term investments. At December 31, 2013 and 2012, cash and cash equivalent amounts were $358.4 million and $183.3 million, respectively. The Company held no short-term investments at December 31, 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 years ended December 31, 2013, 2012 and 2011, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Introduction_and_Basis_of_Pres2
Introduction and Basis of Presentation (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Changes in Allowance for Doubtful Accounts | ' | ||||
Changes in the allowance for doubtful accounts from December 31, 2010 to December 31, 2013 were as follows: | |||||
(in thousands) | Amount | ||||
Balance as of December 31, 2010 | $ | 877 | |||
Addition to provision | 545 | ||||
Amounts written off, net of recoveries | (565 | ) | |||
Balance as of December 31, 2011 | $ | 857 | |||
Addition to provision | 403 | ||||
Amounts written off, net of recoveries | (296 | ) | |||
Balance as of December 31, 2012 | $ | 964 | |||
Addition to provision | 876 | ||||
Amounts written off, net of recoveries | (560 | ) | |||
Balance as of December 31, 2013 | $ | 1,280 | |||
Reclassifications_Out_of_Accum1
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Statement Of Income And Comprehensive Income [Abstract] | ' | ||||||
Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||
(in thousands) | |||||||
Details about Accumulated Other | Amount Reclassified from Accumulated | Affected Line Item in the | |||||
Comprehensive Income (Loss) Components | Other Comprehensive Income (Loss) | Consolidated Statement of | |||||
Income | |||||||
Year Ended | |||||||
December 31, | |||||||
2013 | |||||||
Unrealized losses on cash flow hedges | |||||||
Interest rate contracts | $ | (1,364 | ) | Interest expense | |||
524 | Tax benefit | ||||||
$ | (840 | ) | Net of tax | ||||
Unrealized gains on available-for-sale securities | |||||||
Short-term investments | $ | 5 | Interest income | ||||
(2 | ) | Tax expense | |||||
$ | 3 | Net of tax | |||||
Defined benefit pension plans | |||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (32 | ) | -2 | |||
6 | Tax expense | ||||||
$ | (26 | ) | Net of tax | ||||
Total reclassifications for the period, net of tax | $ | (863 | ) | ||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Consolidated Statement of Income. | ||||||
(2) | These accumulated other comprehensive income (loss) components are included in net periodic benefit expense. See Note 10, “Employee Benefits,” for additional details. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Computation of Basic and Diluted EPS | ' | ||||||||||||
The following table presents the computation of basic and diluted EPS: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands, except per share data) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Net income | $ | 222,557 | $ | 184,238 | $ | 173,454 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (633 | ) | (1,547 | ) | (627 | ) | |||||||
Earnings available to MSCI common shareholders | $ | 221,924 | $ | 182,691 | $ | 172,827 | |||||||
Basic weighted average common stock outstanding | 120,100 | 122,023 | 120,717 | ||||||||||
Basic weighted average common stock outstanding | 120,100 | 122,023 | 120,717 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options and restricted stock units | 974 | 1,181 | 1,559 | ||||||||||
Diluted weighted average common shares outstanding | 121,074 | 123,204 | 122,276 | ||||||||||
Earnings per basic common share | $ | 1.85 | $ | 1.5 | $ | 1.43 | |||||||
Earnings per diluted common share | $ | 1.83 | $ | 1.48 | $ | 1.41 | |||||||
(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) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||
Summary of Future Minimum Commitments Under Operating Leases | ' | ||||||||||||||||||||||||||||||||||||||||||||
Future minimum commitments for the Company’s operating leases in place as of December 31, 2013 are as follows: | |||||||||||||||||||||||||||||||||||||||||||||
Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2014 | $ | 32,806 | |||||||||||||||||||||||||||||||||||||||||||
2015 | 30,918 | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 30,445 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 28,390 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 27,308 | ||||||||||||||||||||||||||||||||||||||||||||
Thereafter | 176,311 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 326,178 | |||||||||||||||||||||||||||||||||||||||||||
Summary of Aggregate Amount of All Long-Term Debt to be Repaid | ' | ||||||||||||||||||||||||||||||||||||||||||||
The aggregate amount of all long-term debt principal to be repaid for the years following December 31, 2013, is as follows: | |||||||||||||||||||||||||||||||||||||||||||||
For the Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2014 | $ | 20,250 | |||||||||||||||||||||||||||||||||||||||||||
2015 | 20,250 | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 40,500 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 40,500 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 688,500 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 810,000 | |||||||||||||||||||||||||||||||||||||||||||
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 Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||||||||||||||||
Financial Condition Location | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (156 | ) | $ | (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 Consolidated Statements of Financial Condition and Consolidated Statements of Income: | |||||||||||||||||||||||||||||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain | Amount of Gain or | Location of Gain | Amount of Gain | |||||||||||||||||||||||||||||||||||||||||
Derivatives in | Recognized in Accumulated | or (Loss) | (Loss) Reclassified | or (Loss) | or (Loss) Recognized | ||||||||||||||||||||||||||||||||||||||||
Cash Flow | Other Comprehensive | Reclassified | from Accumulated Other | Recognized | in Income on Derivatives | ||||||||||||||||||||||||||||||||||||||||
Hedging | Income (Loss) on Derivatives | from Accumulated | Comprehensive Income (Loss) | in Income on | (Ineffective Portion | ||||||||||||||||||||||||||||||||||||||||
Relationships | (Effective Portion) for the | Other | into Income (Effective | Derivatives | and Amount | ||||||||||||||||||||||||||||||||||||||||
Years Ended | Comprehensive | Portion) for the | (Ineffective | Excluded from | |||||||||||||||||||||||||||||||||||||||||
December 31, | Income into | Years Ended | Portion and | Effectiveness | |||||||||||||||||||||||||||||||||||||||||
Income | December 31, | Amount Excluded | Testing) for the | ||||||||||||||||||||||||||||||||||||||||||
(Effective Portion) | from | Years Ended | |||||||||||||||||||||||||||||||||||||||||||
Effectiveness | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | Testing) | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | (695 | ) | $ | (4,506 | ) | Interest expense | $ | (1,364 | ) | $ | 2,437 | $ | (2,062 | ) | Interest expense | $ | — | $ | — | $ | 35 | |||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||||||||||||||
Gain or (Loss) | Recognized in Income on | ||||||||||||||||||||||||||||||||||||||||||||
Recognized in | Derivatives for the Years | ||||||||||||||||||||||||||||||||||||||||||||
Income on | Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Derivatives | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (139 | ) | $ | (200 | ) | $ | — |
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 December 31, 2013: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
December 31, | 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 | $ | 156 | $ | — | $ | 156 | $ | — | |||||||||
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 Prices in | Significant Other | Significant | |||||||||||||
December 31, | Active Markets for | Observable Inputs | Unobservable | ||||||||||||||
2012 | Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
(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 | $ | — | |||||||||
Property_Equipment_and_Leaseho1
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Schedule of Property, Equipment and Leasehold Improvements | ' | ||||||||||
Property, equipment and leasehold improvements at December 31, 2013 and 2012 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | December 31, | December 31, | ||||||||
Useful Lives | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 86,384 | $ | 67,529 | ||||||
Furniture & fixtures | 7 years | 9,108 | 7,847 | ||||||||
Leasehold improvements | 3 to 21 years | 52,776 | 48,405 | ||||||||
Work-in-process | — | 12,691 | 2,716 | ||||||||
Subtotal | 160,959 | 126,497 | |||||||||
Accumulated depreciation and amortization | (75,371 | ) | (59,078 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 85,588 | $ | 67,419 | |||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of Goodwill | ' | ||||||||||||
The Company carries goodwill as reflected in the table below: | |||||||||||||
Performance | Governance | Total | |||||||||||
and Risk | |||||||||||||
(in thousands) | |||||||||||||
Goodwill at December 31, 2011 (1) | $ | 1,456,024 | $ | 252,561 | $ | 1,708,585 | |||||||
Goodwill from acquisition of IPD | 73,773 | — | 73,773 | ||||||||||
Foreign exchange translation adjustment | 1,052 | — | 1,052 | ||||||||||
Goodwill at December 31, 2012 | $ | 1,530,849 | $ | 252,561 | $ | 1,783,410 | |||||||
Changes to goodwill (2) | 14,370 | (468 | ) | 13,902 | |||||||||
Foreign exchange translation adjustment | 1,509 | — | 1,509 | ||||||||||
Goodwill at December 31, 2013 | $ | 1,546,728 | $ | 252,093 | $ | 1,798,821 | |||||||
(1) | During the year ended December 31, 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 year ended December 31, 2013 and the goodwill at December 31, 2011 has been adjusted to reflect the correct allocations between the operating segments. The correction did not have an effect on the Company’s consolidated financial statements or segment results of operations for any period. | ||||||||||||
-2 | Changes to goodwill resulted 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 intangible asset totals related to the Company’s identifiable intangible assets are as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Gross intangible assets: | |||||||||||||
Customer relationships | $ | 478,735 | $ | 474,236 | |||||||||
Trademarks/trade names | 257,282 | 256,582 | |||||||||||
Technology/software | 199,778 | 193,192 | |||||||||||
Proprietary process | 3,800 | 3,800 | |||||||||||
Proprietary data | 28,527 | 28,527 | |||||||||||
Subtotal | 968,122 | 956,337 | |||||||||||
Foreign exchange translation adjustment | 1,962 | 836 | |||||||||||
Total gross intangible assets | $ | 970,084 | $ | 957,173 | |||||||||
Accumulated amortization: | |||||||||||||
Customer relationships | $ | (125,359 | ) | $ | (92,631 | ) | |||||||
Trademarks/trade names | (75,696 | ) | (62,270 | ) | |||||||||
Technology/software | (168,481 | ) | (159,375 | ) | |||||||||
Proprietary process | (2,269 | ) | (1,636 | ) | |||||||||
Proprietary data | (2,326 | ) | (184 | ) | |||||||||
Subtotal | (374,131 | ) | (316,096 | ) | |||||||||
Foreign exchange translation adjustment | (246 | ) | (3 | ) | |||||||||
Total accumulated amortization | $ | (374,377 | ) | $ | (316,099 | ) | |||||||
Net intangible assets: | |||||||||||||
Customer relationships | $ | 353,376 | $ | 381,605 | |||||||||
Trademarks/trade names | 181,586 | 194,312 | |||||||||||
Technology/software | 31,297 | 33,817 | |||||||||||
Proprietary process | 1,531 | 2,164 | |||||||||||
Proprietary data | 26,201 | 28,343 | |||||||||||
Subtotal | 593,991 | 640,241 | |||||||||||
Foreign exchange translation adjustment | 1,716 | 833 | |||||||||||
Total net intangible assets | $ | 595,707 | $ | 641,074 | |||||||||
Estimated Amortization Expense for Succeeding Years | ' | ||||||||||||
Estimated amortization expense for succeeding years is presented below: | |||||||||||||
For the Years Ending December 31, | Amortization | ||||||||||||
Expense | |||||||||||||
(in thousands) | |||||||||||||
2014 | $ | 58,412 | |||||||||||
2015 | 58,515 | ||||||||||||
2016 | 56,337 | ||||||||||||
2017 | 50,206 | ||||||||||||
2018 | 47,659 | ||||||||||||
Thereafter | 324,578 | ||||||||||||
Total | $ | 595,707 | |||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Components of Share-Based Compensation Expense | ' | ||||||||||||||||
The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: | |||||||||||||||||
For the Years Ended | |||||||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Deferred stock | $ | 23,910 | $ | 23,198 | $ | 27,067 | |||||||||||
Stock options | 1,643 | 2,398 | 4,682 | ||||||||||||||
Total | $ | 25,553 | $ | 25,596 | $ | 31,749 | |||||||||||
Summary of Vested and Unvested Deferred Stock Awards Activity | ' | ||||||||||||||||
The following table sets forth activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Vested and unvested deferred stock awards at December 31, 2012 | 1,440 | $ | 32.47 | ||||||||||||||
Granted | 797 | $ | 34.06 | ||||||||||||||
Conversion to common stock | (847 | ) | $ | 32.3 | |||||||||||||
Canceled | (153 | ) | $ | 30.65 | |||||||||||||
Vested and unvested deferred stock awards at December 31, 2013 (1) | 1,237 | $ | 33.84 | ||||||||||||||
(1) | As of December 31, 2013, 1,212 restricted stock units and restricted stock awards, with a weighted average price of $33.84, were vested or expected to vest. | ||||||||||||||||
Summary of Unvested Deferred Stock Awards Activity | ' | ||||||||||||||||
The following table sets forth activity concerning the Company’s unvested deferred stock awards related to its employees: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested deferred stock awards at December 31, 2012(1) | 1,136 | $ | 32.16 | ||||||||||||||
Granted | 599 | $ | 34.01 | ||||||||||||||
Vested | (688 | ) | $ | 31.91 | |||||||||||||
Canceled | (153 | ) | $ | 30.65 | |||||||||||||
Unvested deferred stock awards at December 31, 2013 | 894 | $ | 33.85 | ||||||||||||||
Unvested deferred stock awards expected to vest | 868 | $ | 33.85 | ||||||||||||||
(1) | Unvested deferred stock awards represent awards where recipients have yet to satisfy either the explicit vesting terms or retirement-eligibility requirements. | ||||||||||||||||
Weighted Average Fair Value of Stock Options Assumed | ' | ||||||||||||||||
The weighted average fair value of MSCI stock options issued by the Company in the year ended December 31, 2013 was $19.18, utilizing the following assumptions: | |||||||||||||||||
Assumptions | |||||||||||||||||
Risk free interest rate | 1.87 | % | |||||||||||||||
Expected option life in years | 6.5 | ||||||||||||||||
Expected stock price volatility | 46.07 | % | |||||||||||||||
Expected dividend yield | — | ||||||||||||||||
Summary of Stock Options Activity | ' | ||||||||||||||||
The following table sets forth activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2013: | |||||||||||||||||
For the Year Ended December 31, 2013 | Number of | Weighted | Weighted | Aggregated | |||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Remaining | Value | ||||||||||||||
Price | Life | (in thousands) | |||||||||||||||
(Years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 2,607 | $ | 19.62 | 5.82 | N/A | ||||||||||||
Granted or assumed | 104 | $ | 40.23 | N/A | N/A | ||||||||||||
Forfeited | (20 | ) | $ | 18.99 | N/A | N/A | |||||||||||
Conversion to common stock | (705 | ) | $ | 16.43 | N/A | N/A | |||||||||||
Options outstanding at December 31, 2013 | 1,986 | $ | 21.85 | 4.55 | $ | 43,445 | |||||||||||
Options exercisable at December 31, 2013 | 1,729 | $ | 19.42 | 4.02 | $ | 42,005 | |||||||||||
Options vested or expected to vest | 1,986 | $ | 21.85 | 4.55 | $ | 43,445 | |||||||||||
Summary of Stock Options Outstanding by Exercise Price Range | ' | ||||||||||||||||
The following table presents information relating to the Company’s outstanding stock options as of December 31, 2013: | |||||||||||||||||
At December 31, 2013 | Options Outstanding | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Life (Years) | Value | ||||||||||||||
Price | (in thousands) | ||||||||||||||||
$2.76 to $16.48 | 204 | $ | 11.95 | 3.2 | $ | 6,481 | |||||||||||
$18.00 | 961 | $ | 18 | 3.86 | $ | 24,706 | |||||||||||
$20.45 to $25.64 | 509 | $ | 23.23 | 4.32 | $ | 10,433 | |||||||||||
$36.70 to $40.23 | 312 | $ | 37.88 | 7.88 | $ | 1,825 | |||||||||||
Total | 1,986 | $ | 43,445 | ||||||||||||||
Summary of Stock Options Exercisable by Exercise Price Range | ' | ||||||||||||||||
The following table presents information relating to the Company’s exercisable stock options as of December 31, 2013: | |||||||||||||||||
At December 31, 2013 | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Life (Years) | Value | ||||||||||||||
Price | (in thousands) | ||||||||||||||||
$2.76 to $16.48 | 204 | $ | 11.95 | 3.2 | $ | 6,481 | |||||||||||
$18.00 | 961 | $ | 18 | 3.86 | $ | 24,706 | |||||||||||
$20.45 to $25.64 | 509 | $ | 23.23 | 4.32 | $ | 10,433 | |||||||||||
$36.70 to $40.23 | 55 | $ | 36.7 | 6.95 | $ | 385 | |||||||||||
Total | 1,729 | $ | 42,005 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Summary of Provision for Income Taxes (Benefits) | ' | ||||||||||||
The provision for income taxes (benefits) consisted of: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Current | |||||||||||||
U.S. federal | $ | 100,504 | $ | 94,022 | $ | 53,041 | |||||||
U.S. state and local | 17,513 | 19,067 | 12,573 | ||||||||||
Non U.S. | 20,113 | 22,277 | 18,720 | ||||||||||
138,130 | 135,366 | 84,334 | |||||||||||
Deferred | |||||||||||||
U.S. federal | (9,044 | ) | (24,733 | ) | 12,412 | ||||||||
U.S. state and local | (3,614 | ) | (5,225 | ) | (2,643 | ) | |||||||
Non U.S. | (2,408 | ) | (237 | ) | (4,144 | ) | |||||||
(15,066 | ) | (30,195 | ) | 5,625 | |||||||||
Provision for income taxes | $ | 123,064 | $ | 105,171 | $ | 89,959 | |||||||
Reconciliation of Provision to U. S. Federal Statutory Income Tax Rate | ' | ||||||||||||
The following table reconciles the provision to the U.S. federal statutory income tax rate: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
U.S. state and local income taxes, net of U.S. federal income tax benefits | 3.06 | % | 2.1 | % | 2.45 | % | |||||||
Change in tax rates applicable to non-U.S. earnings | (0.95 | %) | (1.90 | %) | (3.33 | %) | |||||||
Domestic tax credits | (0.86 | %) | — | % | (0.95 | %) | |||||||
Other | (0.64 | %) | 1.14 | % | 0.98 | % | |||||||
Effective income tax rate | 35.61 | % | 36.34 | % | 34.15 | % | |||||||
Significant Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012, were as follows: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Employee compensation and benefit plans | $ | 35,051 | $ | 33,183 | |||||||||
Deferred rent | 9,810 | 8,592 | |||||||||||
Property, equipment and leasehold improvements, net | 949 | — | |||||||||||
State taxes | 3,847 | 1,716 | |||||||||||
Interest rate swap | — | 523 | |||||||||||
Foreign currency translation | — | 144 | |||||||||||
Pension | 454 | 505 | |||||||||||
Unearned revenue | 1,493 | 908 | |||||||||||
NOL carryforward – current | 2,129 | 741 | |||||||||||
NOL carryforward – non-current | 34,699 | 3,849 | |||||||||||
Other | 3,043 | 3,239 | |||||||||||
Subtotal | 91,475 | 53,400 | |||||||||||
Less: valuation allowance | (23,399 | ) | (209 | ) | |||||||||
Total deferred tax assets | $ | 68,076 | $ | 53,191 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | $ | (235,102 | ) | $ | (236,838 | ) | |||||||
Foreign currency translation | (378 | ) | — | ||||||||||
Property, equipment and leasehold improvements, net | — | (1,046 | ) | ||||||||||
Other | (762 | ) | — | ||||||||||
Total deferred tax liabilities | $ | (236,242 | ) | $ | (237,884 | ) | |||||||
Net deferred tax liabilities | $ | (168,166 | ) | $ | (184,693 | ) | |||||||
Net current deferred tax asset | $ | 52,888 | $ | 49,552 | |||||||||
Net non-current deferred tax liabilities | (221,054 | ) | (234,245 | ) | |||||||||
Net deferred tax liabilities | $ | (168,166 | ) | $ | (184,693 | ) | |||||||
Summary of Components of Income Before Provision for Income Taxes | ' | ||||||||||||
The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | 301,697 | $ | 237,816 | $ | 220,302 | |||||||
Foreign (1) | 43,924 | 51,593 | 43,111 | ||||||||||
Total income before provision for income taxes | $ | 345,621 | $ | 289,409 | $ | 263,413 | |||||||
(1) | Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S. | ||||||||||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||
The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
Gross unrecognized tax benefits | Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(amounts in thousands) | |||||||||||||
Beginning balance | $ | 6,827 | $ | 13,168 | $ | 13,392 | |||||||
Increases based on tax positions related to the current period | 194 | — | — | ||||||||||
Increases based on tax positions related to prior periods | 2,690 | 349 | 1,061 | ||||||||||
Decreases based on tax positions related to prior periods | (2,474 | ) | (427 | ) | (1,132 | ) | |||||||
Increases/ (Decreases) related to settlements with taxing authorities | — | (6,263 | ) | (153 | ) | ||||||||
Increases/(Decreases) related to a lapse of applicable statute of limitations | (148 | ) | — | — | |||||||||
Ending balance | $ | 7,089 | $ | 6,827 | $ | 13,168 | |||||||
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 | 2007-2012 | ||||||||||||
New York City | 2007-2012 | ||||||||||||
Hong Kong | 2007-2012 | ||||||||||||
United Kingdom | 2011-2012 | ||||||||||||
Canada | 2006-2012 | ||||||||||||
Japan | 2009-2012 | ||||||||||||
India | 2008-2013 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Key Financial Information by Operating Segments | ' | ||||||||||||
The following table presents MSCI’s operating segments’ results for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Operating revenues | |||||||||||||
Performance and Risk | $ | 913,364 | $ | 826,990 | $ | 781,355 | |||||||
Governance | 122,303 | 123,151 | 119,586 | ||||||||||
Consolidated | $ | 1,035,667 | $ | 950,141 | $ | 900,941 | |||||||
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | |||||||||||||
Performance and Risk | $ | 63,086 | $ | 65,182 | $ | 67,558 | |||||||
Governance | 17,419 | 16,816 | 17,672 | ||||||||||
Consolidated | $ | 80,505 | $ | 81,998 | $ | 85,230 | |||||||
Operating income | |||||||||||||
Performance and Risk | $ | 356,500 | $ | 334,547 | $ | 310,504 | |||||||
Governance | 15,006 | 12,389 | 11,494 | ||||||||||
Consolidated | $ | 371,506 | $ | 346,936 | $ | 321,998 | |||||||
Revenue by Geographic Area | ' | ||||||||||||
The following table sets forth revenue for the periods indicated by geographic area: | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues | |||||||||||||
Americas: | |||||||||||||
United States | $ | 506,392 | $ | 485,603 | $ | 457,591 | |||||||
Other | 38,653 | 31,929 | 32,188 | ||||||||||
Total Americas | 545,045 | 517,532 | 489,779 | ||||||||||
Europe, the Middle East and Africa (“EMEA”): | |||||||||||||
United Kingdom | 152,714 | 118,827 | 106,648 | ||||||||||
Other | 214,316 | 189,465 | 180,600 | ||||||||||
Total EMEA | 367,030 | 308,292 | 287,248 | ||||||||||
Asia & Australia: | |||||||||||||
Japan | 50,701 | 57,419 | 58,023 | ||||||||||
Other | 72,891 | 66,898 | 65,891 | ||||||||||
Total Asia & Australia | 123,592 | 124,317 | 123,914 | ||||||||||
Total | $ | 1,035,667 | $ | 950,141 | $ | 900,941 | |||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||
The following table sets forth long-lived assets on the dates indicated by geographic area: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Long-lived assets | |||||||||||||
Americas: | |||||||||||||
United States | $ | 2,323,781 | $ | 2,334,877 | |||||||||
Other | 4,082 | 4,608 | |||||||||||
Total Americas | 2,327,863 | 2,339,485 | |||||||||||
EMEA: | |||||||||||||
United Kingdom | 133,411 | 139,714 | |||||||||||
Other | 11,871 | 8,749 | |||||||||||
Total EMEA | 145,282 | 148,463 | |||||||||||
Asia & Australia: | |||||||||||||
Japan | 1,543 | 297 | |||||||||||
Other | 5,428 | 3,658 | |||||||||||
Total Asia & Australia | 6,971 | 3,955 | |||||||||||
Total | $ | 2,480,116 | $ | 2,491,903 | |||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of Quarterly Results of Operations | ' | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | First | Second | Third | Fourth | ||||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Operating revenues | $ | 251,909 | $ | 257,898 | $ | 258,238 | $ | 267,622 | $ | 229,052 | $ | 238,565 | $ | 235,444 | $ | 247,080 | |||||||||||||||||
Cost of services | 80,185 | 83,359 | 80,040 | 84,727 | 72,291 | 73,243 | 68,350 | 74,191 | |||||||||||||||||||||||||
Selling, general and administrative | 61,631 | 57,612 | 65,380 | 70,722 | 55,436 | 57,602 | 62,973 | 57,172 | |||||||||||||||||||||||||
Restructuring | — | — | — | — | (29 | ) | (22 | ) | — | — | |||||||||||||||||||||||
Amortization of intangible assets | 14,486 | 14,509 | 14,448 | 14,760 | 15,959 | 15,959 | 15,959 | 15,421 | |||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5,080 | 5,246 | 5,934 | 6,042 | 4,416 | 4,662 | 4,633 | 4,989 | |||||||||||||||||||||||||
Total operating expenses | 161,382 | 160,726 | 165,802 | 176,251 | 148,073 | 151,444 | 151,915 | 151,773 | |||||||||||||||||||||||||
Operating income | 90,527 | 97,172 | 92,436 | 91,371 | 80,979 | 87,121 | 83,529 | 95,307 | |||||||||||||||||||||||||
Interest income | (268 | ) | (237 | ) | (265 | ) | (261 | ) | (223 | ) | (237 | ) | (252 | ) | (242 | ) | |||||||||||||||||
Interest expense (1) | 7,020 | 6,504 | 5,827 | 6,914 | 12,355 | 29,581 | 7,314 | 7,178 | |||||||||||||||||||||||||
Other expense (income) | 224 | (354 | ) | 627 | 154 | 608 | 516 | 873 | 56 | ||||||||||||||||||||||||
Other expense (income), net | 6,976 | 5,913 | 6,189 | 6,807 | 12,740 | 29,860 | 7,935 | 6,992 | |||||||||||||||||||||||||
Income before provision for income taxes | 83,551 | 91,259 | 86,247 | 84,564 | 68,239 | 57,261 | 75,594 | 88,315 | |||||||||||||||||||||||||
Provision for income taxes | 24,614 | 30,206 | 30,937 | 37,307 | 24,273 | 19,715 | 27,320 | 33,863 | |||||||||||||||||||||||||
Net income | $ | 58,937 | $ | 61,053 | $ | 55,310 | $ | 47,257 | $ | 43,966 | $ | 37,546 | $ | 48,274 | $ | 54,452 | |||||||||||||||||
Earnings per basic common share | $ | 0.49 | $ | 0.5 | $ | 0.46 | $ | 0.4 | $ | 0.36 | $ | 0.31 | $ | 0.39 | $ | 0.44 | |||||||||||||||||
Earnings per diluted common share | $ | 0.48 | $ | 0.5 | $ | 0.46 | $ | 0.39 | $ | 0.35 | $ | 0.3 | $ | 0.39 | $ | 0.44 | |||||||||||||||||
Weighted average shares outstanding used in computing per share data | |||||||||||||||||||||||||||||||||
Basic | 120,746 | 121,149 | 119,607 | 118,828 | 121,754 | 122,030 | 122,261 | 122,082 | |||||||||||||||||||||||||
Diluted | 121,702 | 122,069 | 120,578 | 119,877 | 123,113 | 123,295 | 123,450 | 122,995 | |||||||||||||||||||||||||
-1 | Increased Interest expense during the second quarter of 2012 was primarily the result of the accelerated recognition of deferred financing costs associated with the refinancing of the Company’s debt that occurred during the quarter. |
Introduction_and_Basis_of_Pres3
Introduction and Basis of Presentation - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Segment | ||||
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Number of operating segments | 2 | ' | ' | ' |
Minimum percentage of voting stock for consolidation | 50.00% | ' | ' | ' |
Maximum percentage of voting stock in variable interest entity for consolidation | 20.00% | ' | ' | ' |
Cumulative revenue reduction of one-time adjustment | ' | $5,200,000 | ' | ' |
Capitalized software development costs | 3,285,000 | 0 | ' | ' |
Remaining useful life, minimum | '1 year | ' | ' | ' |
Remaining useful life, maximum | '20 years | ' | ' | ' |
Period of cash and cash equivalents | '90 days or less | ' | ' | ' |
Cash and cash equivalents | 358,434,000 | 183,309,000 | 252,211,000 | 269,423,000 |
Short-term investments | ' | $70,898,000 | ' | ' |
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% | 10.00% | ' |
Furniture & Fixtures [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Estimates of useful lives | '7 years | ' | ' | ' |
Estimates of useful lives | 'Five years | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Estimates of useful lives | '3 years | ' | ' | ' |
Minimum [Member] | U.S. Treasury securities [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Debt security maturity (days) | '91 days | ' | ' | ' |
Minimum [Member] | Computer & Related Equipment [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Estimates of useful lives | '3 years | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Estimates of useful lives | '5 years | ' | ' | ' |
Maximum [Member] | U.S. Treasury securities [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Debt security maturity (days) | '360 days | ' | ' | ' |
Maximum [Member] | Computer & Related Equipment [Member] | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Estimates of useful lives | '5 years | ' | ' | ' |
Introduction_and_Basis_of_Pres4
Introduction and Basis of Presentation - Changes in Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Receivables [Abstract] | ' | ' | ' |
Balance at beginning of year | $964 | $857 | $877 |
Addition to provision | 876 | 403 | 545 |
Amounts written off, net of recoveries | -560 | -296 | -565 |
Balance at ending of year | $1,280 | $964 | $857 |
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 | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ($6,914) | ($5,827) | ($6,504) | ($7,020) | ($7,178) | ($7,314) | ($29,581) | ($12,355) | ($26,265) | ($56,428) | ($55,819) |
Tax benefit (expense) | -37,307 | -30,937 | -30,206 | -24,614 | -33,863 | -27,320 | -19,715 | -24,273 | -123,064 | -105,171 | -89,959 |
Net income | 47,257 | 55,310 | 61,053 | 58,937 | 54,452 | 48,274 | 37,546 | 43,966 | 222,557 | 184,238 | 173,454 |
Interest income | 261 | 265 | 237 | 268 | 242 | 252 | 237 | 223 | 1,031 | 954 | 848 |
Net periodic benefit expense | ' | ' | ' | ' | ' | ' | ' | ' | -2,700 | -3,100 | -1,900 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | -863 | ' | ' |
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) | ' | ' | ' | ' | ' | ' | ' | ' | 524 | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | -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 | ' | ' | ' | ' | ' | ' | ' | ' | -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 | ' | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Defined benefit pension plans Amount recognized as a component of net periodic benefit expense [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit (expense) | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | -26 | ' | ' |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Defined benefit pension plans Amount recognized as a component of net periodic benefit expense [Member] | Curtailments and Settlements [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net periodic benefit expense | ' | ' | ' | ' | ' | ' | ' | ' | ($32) | ' | ' |
Earnings_Per_Common_Share_Addi
Earnings Per Common Share - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Anti-dilutive stock options excluded from the calculation of diluted EPS | 26,407 | 6,714 | 19,754 |
Earnings_Per_Common_Share_Comp
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | $47,257 | $55,310 | $61,053 | $58,937 | $54,452 | $48,274 | $37,546 | $43,966 | $222,557 | $184,238 | $173,454 |
Less: Allocations of earnings to unvested restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | -633 | -1,547 | -627 |
Earnings available to MSCI common shareholders | ' | ' | ' | ' | ' | ' | ' | ' | $221,924 | $182,691 | $172,827 |
Basic weighted average common stock outstanding | 118,828 | 119,607 | 121,149 | 120,746 | 122,082 | 122,261 | 122,030 | 121,754 | 120,100 | 122,023 | 120,717 |
Stock options and restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | 974 | 1,181 | 1,559 |
Diluted weighted average common shares outstanding | 119,877 | 120,578 | 122,069 | 121,702 | 122,995 | 123,450 | 123,295 | 123,113 | 121,074 | 123,204 | 122,276 |
Earnings per basic common share | $0.40 | $0.46 | $0.50 | $0.49 | $0.44 | $0.39 | $0.31 | $0.36 | $1.85 | $1.50 | $1.43 |
Earnings per diluted common share | $0.39 | $0.46 | $0.50 | $0.48 | $0.44 | $0.39 | $0.30 | $0.35 | $1.83 | $1.48 | $1.41 |
ShortTerm_Investments_Addition
Short-Term Investments - Additional Information (Detail) (USD $) | Dec. 31, 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 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Mar. 31, 2013 | 4-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 13, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 30, 2013 | Aug. 02, 2013 | Jul. 31, 2013 | Dec. 14, 2012 | Dec. 13, 2012 | Dec. 31, 2013 | Mar. 14, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 4-May-12 | 4-May-12 | 4-May-12 |
Prepaid and other assets [Member] | Other non-current assets [Member] | Treasury Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Foreign Currency Forwards [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | December 2012 ASR Program [Member] | 2010 Term Loan [Member] | 2011 Term Loan [Member] | Revolving Credit Facility [Member] | Amended and Restated Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan A [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [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] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Minimum [Member] | Maximum [Member] | Amended and Restated Credit Facility [Member] | Amended and Restated Credit Facility [Member] | ||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rent expense | ' | ' | $26,000,000 | $24,700,000 | $18,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase program authorizing the purchase of shares | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchases, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | 1.9 | 0.8 | 2.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares, average purchase price paid per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares, average purchase price paid per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $41.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders equity period increase decrease | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | 35,000,000 | 65,000,000 | 35,000,000 | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining stock to be repurchased | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | '5 years | ' | ' | ' | ' | ' | ' |
Maturity period of the facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Mar-17 | ' | ' | ' | ' | 4-May-17 | 31-Dec-18 | 4-May-17 |
Aggregate amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 880,000,000 | ' | 100,000,000 |
Debt principal repayment over first two years | ' | 5,100,000 | 20,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal repayment over next three years | ' | 10,100,000 | 40,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal repayment final year | ' | 658,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan description | ' | 'The Company is required to repay $5.1 million in quarterly payments over the first two years and $10.1 million in quarterly payments over the next three years, with the exception of the final payment on December 2018, which will be $658.1 million (assuming no prepayments). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment of Term Loan | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial bearing interest rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.17% | ' | ' | ' |
Current maturities of long-term debt | ' | ' | 19,772,000 | 43,093,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt current | ' | ' | 0.5 | 0.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | ' | ' | 788,010,000 | 811,623,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt non current | ' | ' | 1.7 | 2.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended and Restated Credit Facility fee paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | ' | ' | ' | ' | ' |
Deferred financing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' |
Deferred financing fees unamortized | ' | ' | 8,300,000 | ' | ' | ' | 1,800,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized deferred financing fees | ' | ' | 3,300,000 | 18,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized debt discount | ' | ' | 1,066,000 | 5,305,000 | 1,051,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of debt obligations | ' | ' | 812,000,000 | 862,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings were restricted as to the payments of dividends | ' | ' | 770,256,000 | 547,699,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available for restricted payments | ' | ' | 355,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forwards, notional amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Commitments Under Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
2014 | $32,806 |
2015 | 30,918 |
2016 | 30,445 |
2017 | 28,390 |
2018 | 27,308 |
Thereafter | 176,311 |
Total | $326,178 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Summary of Aggregate Amount of All Long-Term Debt to be Repaid (Detail) (USD $) | Dec. 31, 2013 | 4-May-12 |
In Thousands, unless otherwise specified | ||
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
2014 | $20,250 | ' |
2015 | 20,250 | 5,100 |
2016 | 40,500 | 10,100 |
2017 | 40,500 | ' |
2018 | 688,500 | ' |
Total | $810,000 | ' |
Commitments_and_Contingencies_4
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) (Derivatives designated as hedging instruments [Member], Foreign Exchange Contracts [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other accrued liabilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Liability derivatives | ($156) | ($203) |
Prepaid and other assets [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Asset derivatives | ' | $3 |
Commitments_and_Contingencies_5
Commitments and Contingencies - Interest Rate Swaps and Derivative Instruments (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
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) | ($1,364) | $2,437 | ($2,062) |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ' | ' | 35 |
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) | -139 | -200 | ' |
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) | ($4,506) |
Fair_Value_Measures_Summary_of
Fair Value Measures - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 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 | 156 | 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 | 156 | 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 | ' | ' |
Property_Equipment_and_Leaseho2
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Minimum [Member] | Maximum [Member] | Computer & Related Equipment [Member] | Computer & Related Equipment [Member] | Furniture & Fixtures [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Work-In-Process [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Lives | ' | ' | '3 years | '5 years | '3 years | '5 years | '7 years | '3 years | '21 years | '0 years |
Computer & related equipment | $86,384 | $67,529 | ' | ' | ' | ' | ' | ' | ' | ' |
Furniture & fixtures | 9,108 | 7,847 | ' | ' | ' | ' | ' | ' | ' | ' |
Leasehold improvements | 52,776 | 48,405 | ' | ' | ' | ' | ' | ' | ' | ' |
Work-in-process | 12,691 | 2,716 | ' | ' | ' | ' | ' | ' | ' | ' |
Subtotal | 160,959 | 126,497 | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated depreciation and amortization | -75,371 | -59,078 | ' | ' | ' | ' | ' | ' | ' | ' |
Property, equipment and leasehold improvements, net | $85,588 | $67,419 | ' | ' | ' | ' | ' | ' | ' | ' |
Property_Equipment_and_Leaseho3
Property, Equipment and Leasehold Improvements - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property Plant And Equipment [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expense of property, equipment and leasehold improvements | $6,042 | $5,934 | $5,246 | $5,080 | $4,989 | $4,633 | $4,662 | $4,416 | $22,302 | $18,700 | $19,425 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning balance | $1,783,410 | $1,708,585 |
Goodwill from acquisition of IPD | ' | 73,773 |
Foreign exchange translation adjustment | 1,509 | 1,052 |
Goodwill, Ending balance | 1,798,821 | 1,783,410 |
Changes to goodwill | 13,902 | ' |
Performance and Risk [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning balance | 1,530,849 | 1,456,024 |
Goodwill from acquisition of IPD | ' | 73,773 |
Foreign exchange translation adjustment | 1,509 | 1,052 |
Goodwill, Ending balance | 1,546,728 | 1,530,849 |
Changes to goodwill | 14,370 | ' |
Governance [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning balance | 252,561 | 252,561 |
Goodwill from acquisition of IPD | ' | ' |
Foreign exchange translation adjustment | ' | ' |
Goodwill, Ending balance | 252,093 | 252,561 |
Changes to goodwill | ($468) | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Goodwill (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | ' | ' |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | ' | $73,773,000 |
Performance and Risk [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | ' | 73,773,000 |
Performance and Risk [Member] | Investor Force Holdings, Inc. [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | 11,600,000 | ' |
Performance and Risk [Member] | IPD [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | 2,700,000 | ' |
Governance [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Adjustments to goodwill from acquisitions of IPD and InvestorForce | ' | ' |
Adjustments to goodwill from sale of CFRA | 500,000 | ' |
Performance and Risk Segments Books [Member] | Error Correction [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Increase (decrease) in net deferred tax liability and goodwill value | -21,400,000 | ' |
Governance Segments Books [Member] | Error Correction [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Increase (decrease) in net deferred tax liability and goodwill value | $21,400,000 | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | $14,760 | $14,448 | $14,509 | $14,486 | $15,421 | $15,959 | $15,959 | $15,959 | $58,203 | $63,298 | $65,805 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Components of Intangible Assets by Major Class (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $970,084 | $957,173 |
Accumulated amortization | -374,377 | -316,099 |
Net carrying value | 595,707 | 641,074 |
Subtotal [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 968,122 | 956,337 |
Accumulated amortization | -374,131 | -316,096 |
Net carrying value | 593,991 | 640,241 |
Customer Relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 478,735 | 474,236 |
Accumulated amortization | -125,359 | -92,631 |
Net carrying value | 353,376 | 381,605 |
Trademarks/Trade names [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 257,282 | 256,582 |
Accumulated amortization | -75,696 | -62,270 |
Net carrying value | 181,586 | 194,312 |
Technology/Software [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 199,778 | 193,192 |
Accumulated amortization | -168,481 | -159,375 |
Net carrying value | 31,297 | 33,817 |
Proprietary Process [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 3,800 | 3,800 |
Accumulated amortization | -2,269 | -1,636 |
Net carrying value | 1,531 | 2,164 |
Proprietary Data [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 28,527 | 28,527 |
Accumulated amortization | -2,326 | -184 |
Net carrying value | 26,201 | 28,343 |
Foreign Exchange Translation Adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 1,962 | 836 |
Accumulated amortization | -246 | -3 |
Net carrying value | $1,716 | $833 |
Goodwill_and_Intangible_Assets6
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $58,412 | ' |
2015 | 58,515 | ' |
2016 | 56,337 | ' |
2017 | 50,206 | ' |
2018 | 47,659 | ' |
Thereafter | 324,578 | ' |
Total | $595,707 | $641,074 |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Benefit Plans [Line Items] | ' | ' | ' |
Pension and post-retirement benefit expenses | $21,200,000 | $19,000,000 | $15,900,000 |
Percentage of additional contribution from the Company to employees' cash compensation | 3.00% | ' | ' |
Defined contribution plan expenses | 18,500,000 | 15,900,000 | 14,000,000 |
Net periodic benefit expense | 2,700,000 | 3,100,000 | 1,900,000 |
Defined benefit plan, liability | 7,700,000 | ' | ' |
Defined benefit plan, assets | 15,700,000 | ' | ' |
Cost of services [Member] | ' | ' | ' |
Employee Benefit Plans [Line Items] | ' | ' | ' |
Pension and post-retirement benefit expenses | 13,300,000 | 12,000,000 | 9,800,000 |
Selling, General and Administrative [Member] | ' | ' | ' |
Employee Benefit Plans [Line Items] | ' | ' | ' |
Pension and post-retirement benefit expenses | $7,900,000 | $7,000,000 | $6,100,000 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 10, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 14, 2007 | Dec. 14, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Jan. 31, 2014 |
Minimum [Member] | Maximum [Member] | Cost of Services [Member] | Cost of Services [Member] | Cost of Services [Member] | Selling, General and Administrative [Member] | Selling, General and Administrative [Member] | Selling, General and Administrative [Member] | Restructuring Charges [Member] | Common Stock [Member] | Common Stock [Member] | Restricted Stock Units [Member] | Restricted Stock Units [Member] | Founders Grant Award [Member] | 2010 Bonus Award [Member] | 2011 Bonus Award [Member] | Restricted Stock Units [Member] | Restricted Stock Units [Member] | |||||
Restricted Stock Units [Member] | Subsequent Events [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period of awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Four-year | 'Three-year | 'Three-year | 'Three-year | ' |
CEO Award vesting period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option award value | $3.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting rights, percentage vested | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of the award granted to retirement-eligible employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.2 | 6.7 | 6.2 | 6.8 |
Aggregate fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.9 | 21.2 | 21.7 | 24.3 |
Fraction of bonus award vested per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.33 | 33.33 | ' | ' |
Award annual fraction of time-vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'One-half | 'One-half | 'One-half | ' |
Number of shares grants in period | ' | 104,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 575,457 |
Number of shares awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,688 | 4,544 | 20,514 | 18,603 | ' | ' | ' | ' | ' |
Allocated share based compensation expense | ' | ' | ' | ' | ' | ' | 10.3 | 9.6 | 12.4 | 15.3 | 16 | 19.3 | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits for share-based compensation expense related to deferred stock and stock options | ' | 2.6 | 1 | 7.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost related to unvested share-based awards not yet recognized | ' | 13.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost related to unvested share-based awards not yet recognized, period for recognition | ' | ' | ' | ' | '1 year | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available for future grant | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of restricted stock units and restricted stock awards converted or vested to common stock | ' | 28.2 | 15.3 | 35.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of stock options assumed | ' | $19.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of the stock options exercised | ' | $13.90 | $14.50 | $19.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Compon
Share-Based Compensation - Components of Share-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total | $25,553 | $25,596 | $31,749 |
Deferred stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total | 23,910 | 23,198 | 27,067 |
Stock options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total | $1,643 | $2,398 | $4,682 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Vested and Unvested Deferred Stock Awards Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Vested and unvested deferred stock awards at the beginning of period, Number of Shares | 1,440 |
Granted, Number of Shares | 797 |
Conversion to common stock, Number of Shares | -847 |
Canceled, Number of Shares | -153 |
Vested and unvested deferred stock awards at the end of period, Number of Shares | 1,237 |
Vested and unvested deferred stock awards at the beginning of period, Weighted Average Grant Date Fair Value | $32.47 |
Granted, Weighted Average Grant Date Fair Value | $34.06 |
Conversion to common stock, Weighted Average Grant Date Fair Value | $32.30 |
Canceled, Weighted Average Grant Date Fair Value | $30.65 |
Vested and unvested deferred stock awards at the end of period, Weighted Average Grant Date Fair Value | $33.84 |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Vested and Unvested Deferred Stock Awards Activity (Parenthetical) (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Restricted stock units and restricted stock awards, vested or expected to vest | 1,212 |
Restricted stock units and restricted stock awards vested or expected to vest, weighted average price | $33.84 |
ShareBased_Compensation_Summar2
Share-Based Compensation - Summary of Unvested Deferred Stock Awards Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted Average Grant Date Fair Value, balance at the beginning of the period | $32.16 |
Weighted Average Grant Date Fair Value, Granted | $34.01 |
Weighted Average Grant Date Fair Value, Vested | $31.91 |
Weighted Average Grant Date Fair Value, Canceled | $30.65 |
Weighted Average Grant Date Fair Value, balance at the end of the period | $33.85 |
Weighted Average Grant Date Fair Value, Expected to vest | $33.85 |
Unvested Shares [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unvested deferred stock awards, balance at the beginning of period | 1,136 |
Number of Shares, Granted | 599 |
Number of Shares, Vested | -688 |
Number of Shares, Canceled | -153 |
Unvested deferred stock awards, balance at the end of period | 894 |
Number of shares, Expected to vest | 868 |
ShareBased_Compensation_Weight
Share-Based Compensation - Weighted Average Fair Value of Stock Options Assumed (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Risk free interest rate | 1.87% |
Expected option life in years | '6 years 6 months |
Expected stock price volatility | 46.07% |
Expected dividend yield | ' |
ShareBased_Compensation_Summar3
Share-Based Compensation - Summary of Stock Options Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Number of Options, Options outstanding, Beginning balance | 2,607 | ' |
Number of Options, Granted or assumed | 104 | ' |
Number of Options, Forfeited | -20 | ' |
Number of Options, Conversion to common stock | -705 | ' |
Number of Options, Options outstanding, Ending balance | 1,986 | 2,607 |
Number of Options, Options exercisable | 1,729 | ' |
Number of Options, Options vested or expected to vest | 1,986 | ' |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $19.62 | ' |
Weighted Average Exercise Price, Granted or assumed | $40.23 | ' |
Weighted Average Exercise Price, Forfeited | $18.99 | ' |
Weighted Average Exercise Price, Conversion to common stock | $16.43 | ' |
Weighted Average Exercise Price, Options outstanding, Ending balance | $21.85 | $19.62 |
Weighted Average Exercise Price, Options Exercisable | $19.42 | ' |
Weighted Average Exercise Price, Options vested or expected to vest | $21.85 | ' |
Weighted Average Remaining Life (Years), Options outstanding | '4 years 6 months 18 days | '5 years 9 months 26 days |
Weighted Average Remaining Life (Years), Options exercisable | '4 years 7 days | ' |
Weighted Average Remaining Life (Years), Options vested or expected to vest | '4 years 6 months 18 days | ' |
Aggregated Intrinsic Value, Options outstanding | $43,445 | ' |
Aggregated Intrinsic Value, Options exercisable | 42,005 | ' |
Aggregated Intrinsic Value, Options vested or expected to vest | $43,445 | ' |
ShareBased_Compensation_Summar4
Share-Based Compensation - Summary of Stock Options Outstanding by Exercise Price Range (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number Outstanding, Options Outstanding | 1,986 |
Aggregate Intrinsic Value, Options Outstanding | $43,445 |
Fourth Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $36.70 |
Range of Exercise Price, Maximum | $40.23 |
Number Outstanding, Options Outstanding | 312 |
Weighted Average Exercise Price, Options Outstanding | $37.88 |
Average Remaining Life (Years), Options Outstanding | '7 years 10 months 17 days |
Aggregate Intrinsic Value, Options Outstanding | 1,825 |
Third Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $20.45 |
Range of Exercise Price, Maximum | $25.64 |
Number Outstanding, Options Outstanding | 509 |
Weighted Average Exercise Price, Options Outstanding | $23.23 |
Average Remaining Life (Years), Options Outstanding | '4 years 3 months 26 days |
Aggregate Intrinsic Value, Options Outstanding | 10,433 |
Second Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices | $18 |
Number Outstanding, Options Outstanding | 961 |
Weighted Average Exercise Price, Options Outstanding | $18 |
Average Remaining Life (Years), Options Outstanding | '3 years 10 months 10 days |
Aggregate Intrinsic Value, Options Outstanding | 24,706 |
First Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $2.76 |
Range of Exercise Price, Maximum | $16.48 |
Number Outstanding, Options Outstanding | 204 |
Weighted Average Exercise Price, Options Outstanding | $11.95 |
Average Remaining Life (Years), Options Outstanding | '3 years 2 months 12 days |
Aggregate Intrinsic Value, Options Outstanding | $6,481 |
ShareBased_Compensation_Summar5
Share-Based Compensation - Summary of Stock Options Exercisable by Exercise Price Range (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number Outstanding, Options Exercisable | 1,729 |
Weighted Average Exercise Price, Options Exercisable | $19.42 |
Aggregate Intrinsic Value, Options Exercisable | $42,005 |
Fourth Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $36.70 |
Range of Exercise Price, Maximum | $40.23 |
Number Outstanding, Options Exercisable | 55 |
Weighted Average Exercise Price, Options Exercisable | $36.70 |
Average Remaining Life (Years), Options Exercisable | '6 years 11 months 12 days |
Aggregate Intrinsic Value, Options Exercisable | 385 |
Third Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $20.45 |
Range of Exercise Price, Maximum | $25.64 |
Number Outstanding, Options Exercisable | 509 |
Weighted Average Exercise Price, Options Exercisable | $23.23 |
Average Remaining Life (Years), Options Exercisable | '4 years 3 months 26 days |
Aggregate Intrinsic Value, Options Exercisable | 10,433 |
Second Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices | $18 |
Number Outstanding, Options Exercisable | 961 |
Weighted Average Exercise Price, Options Exercisable | $18 |
Average Remaining Life (Years), Options Exercisable | '3 years 10 months 10 days |
Aggregate Intrinsic Value, Options Exercisable | 24,706 |
First Exercise Price Range [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $2.76 |
Range of Exercise Price, Maximum | $16.48 |
Number Outstanding, Options Exercisable | 204 |
Weighted Average Exercise Price, Options Exercisable | $11.95 |
Average Remaining Life (Years), Options Exercisable | '3 years 2 months 12 days |
Aggregate Intrinsic Value, Options Exercisable | $6,481 |
Income_Taxes_Summary_of_Provis
Income Taxes - Summary of Provision for Income Taxes (Benefits) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current, U.S. federal | ' | ' | ' | ' | ' | ' | ' | ' | $100,504 | $94,022 | $53,041 |
Current, U.S. state and local | ' | ' | ' | ' | ' | ' | ' | ' | 17,513 | 19,067 | 12,573 |
Current, Non U.S. | ' | ' | ' | ' | ' | ' | ' | ' | 20,113 | 22,277 | 18,720 |
Current provision for income taxes (benefits) | ' | ' | ' | ' | ' | ' | ' | ' | 138,130 | 135,366 | 84,334 |
Deferred, U.S. federal | ' | ' | ' | ' | ' | ' | ' | ' | -9,044 | -24,733 | 12,412 |
Deferred, U.S. state and local | ' | ' | ' | ' | ' | ' | ' | ' | -3,614 | -5,225 | -2,643 |
Deferred, Non U.S. | ' | ' | ' | ' | ' | ' | ' | ' | -2,408 | -237 | -4,144 |
Deferred provision for income taxes (benefits) | ' | ' | ' | ' | ' | ' | ' | ' | -15,066 | -30,195 | 5,625 |
Provision for income taxes | $37,307 | $30,937 | $30,206 | $24,614 | $33,863 | $27,320 | $19,715 | $24,273 | $123,064 | $105,171 | $89,959 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Provision to U.S. Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
U.S. state and local income taxes, net of U.S. federal income tax benefits | 3.06% | 2.10% | 2.45% |
Change in tax rates applicable to non-U.S. earnings | -0.95% | -1.90% | -3.33% |
Domestic tax credits | -0.86% | ' | -0.95% |
Other | -0.64% | 1.14% | 0.98% |
Effective income tax rate | 35.61% | 36.34% | 34.15% |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Employee compensation and benefit plans | $35,051 | $33,183 |
Deferred rent | 9,810 | 8,592 |
Property, equipment and leasehold improvements, net | 949 | ' |
State taxes | 3,847 | 1,716 |
Interest rate swap | ' | 523 |
Foreign currency translation | ' | 144 |
Pension | 454 | 505 |
Unearned revenue | 1,493 | 908 |
NOL carryforward - current | 2,129 | 741 |
NOL carryforward - non-current | 34,699 | 3,849 |
Other | 3,043 | 3,239 |
Subtotal | 91,475 | 53,400 |
Less: valuation allowance | -23,399 | -209 |
Total deferred tax assets | 68,076 | 53,191 |
Deferred tax liabilities: | ' | ' |
Intangible assets | -235,102 | -236,838 |
Foreign currency translation | -378 | ' |
Property, equipment and leasehold improvements, net | ' | -1,046 |
Other | -762 | ' |
Total deferred tax liabilities | -236,242 | -237,884 |
Net deferred tax liabilities | -168,166 | -184,693 |
Net current deferred tax asset | 52,888 | 49,552 |
Net non-current deferred tax liabilities | -221,054 | -234,245 |
Net deferred tax liabilities | ($168,166) | ($184,693) |
Income_Taxes_Summary_of_Compon
Income Taxes - Summary of Components of Income Before Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Domestic | ' | ' | ' | ' | ' | ' | ' | ' | $301,697 | $237,816 | $220,302 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 43,924 | 51,593 | 43,111 |
Income before provision for income taxes | $84,564 | $86,247 | $91,259 | $83,551 | $88,315 | $75,594 | $57,261 | $68,239 | $345,621 | $289,409 | $263,413 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Earnings attributable to foreign subsidiaries | $188.60 | $164.90 | $121.10 |
Significant change in unrecognized tax benefits, reasonably possible (in months) | '12 | ' | ' |
Significant change in unrecognized tax benefits, not possible (in months) | '12 | ' | ' |
Total amount of unrecognized tax benefits | 6.4 | ' | ' |
Unrecognized tax benefits, interest on income tax expenses | 0.2 | ' | ' |
Reserve to indemnify tax settlement | ' | 12 | 8.4 |
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] | Minimum [Member] | Morgan Stanley [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Tax years under examination | '2007 | ' | ' |
New York State and City [Member] | Maximum [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Tax years under examination | '2006 | ' | ' |
New York State and City [Member] | Maximum [Member] | Morgan Stanley [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Tax years under examination | '2008 | ' | ' |
Internal Revenue Service (IRS) [Member] | Minimum [Member] | Morgan Stanley [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Tax years under examination | '2006 | ' | ' |
Internal Revenue Service (IRS) [Member] | Maximum [Member] | Morgan Stanley [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Tax years under examination | '2008 | ' | ' |
Settlement with Taxing Authority [Member] | ' | ' | ' |
Income Taxes And Tax Related [Line Items] | ' | ' | ' |
Reserve to indemnify tax settlement | ' | $1.70 | ' |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Beginning balance | $6,827 | $13,168 | $13,392 |
Increases based on tax positions related to the current period | 194 | ' | ' |
Increases based on tax positions related to prior periods | 2,690 | 349 | 1,061 |
Decreases based on tax positions related to prior periods | -2,474 | -427 | -1,132 |
Increases/ (Decreases) related to settlements with taxing authorities | ' | -6,263 | -153 |
Increases/(Decreases) related to a lapse of applicable statute of limitations | -148 | ' | ' |
Ending balance | $7,089 | $6,827 | $13,168 |
Income_Taxes_Summary_of_Major_
Income Taxes - Summary of Major Tax Jurisdictions and Open Tax Years (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
United States [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2005-2012 |
California [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2009-2012 |
New York State [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007-2012 |
New York City [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007-2012 |
Hong Kong [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007-2012 |
United Kingdom [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2011-2012 |
Canada [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2006-2012 |
Japan [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2009-2012 |
INDIA | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2008-2013 |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 |
IPD [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 | 1,798,821,000 | 1,783,410,000 | 1,708,585,000 | 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 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | $267,622 | $258,238 | $257,898 | $251,909 | $247,080 | $235,444 | $238,565 | $229,052 | $1,035,667 | $950,141 | $900,941 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 80,505 | 81,998 | 85,230 |
Operating income | 91,371 | 92,436 | 97,172 | 90,527 | 95,307 | 83,529 | 87,121 | 80,979 | 371,506 | 346,936 | 321,998 |
Performance and Risk [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | ' | ' | ' | ' | ' | ' | ' | ' | 913,364 | 826,990 | 781,355 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 63,086 | 65,182 | 67,558 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 356,500 | 334,547 | 310,504 |
Governance [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | ' | ' | ' | ' | ' | ' | ' | ' | 122,303 | 123,151 | 119,586 |
Amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 17,419 | 16,816 | 17,672 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | $15,006 | $12,389 | $11,494 |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $267,622 | $258,238 | $257,898 | $251,909 | $247,080 | $235,444 | $238,565 | $229,052 | $1,035,667 | $950,141 | $900,941 |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 506,392 | 485,603 | 457,591 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 38,653 | 31,929 | 32,188 |
Total Americas [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 545,045 | 517,532 | 489,779 |
United Kingdom [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 152,714 | 118,827 | 106,648 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 214,316 | 189,465 | 180,600 |
Total EMEA [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 367,030 | 308,292 | 287,248 |
Japan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 50,701 | 57,419 | 58,023 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 72,891 | 66,898 | 65,891 |
Total Asia & Australia [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Geographical Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $123,592 | $124,317 | $123,914 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | $2,480,116 | $2,491,903 |
United States [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 2,323,781 | 2,334,877 |
Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 4,082 | 4,608 |
Total Americas [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 2,327,863 | 2,339,485 |
United Kingdom [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 133,411 | 139,714 |
Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 11,871 | 8,749 |
Total EMEA [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 145,282 | 148,463 |
Japan [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 1,543 | 297 |
Other [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | 5,428 | 3,658 |
Total Asia & Australia [Member] | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' |
Long-lived assets | $6,971 | $3,955 |
Recovered_Sheet1
Quarterly Results Of Operations - Summary Of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | $267,622 | $258,238 | $257,898 | $251,909 | $247,080 | $235,444 | $238,565 | $229,052 | $1,035,667 | $950,141 | $900,941 |
Cost of services | 84,727 | 80,040 | 83,359 | 80,185 | 74,191 | 68,350 | 73,243 | 72,291 | 328,311 | 288,075 | 277,147 |
Selling, general and administrative | 70,722 | 65,380 | 57,612 | 61,631 | 57,172 | 62,973 | 57,602 | 55,436 | 255,345 | 233,183 | 212,972 |
Restructuring | ' | ' | ' | ' | ' | ' | -22 | -29 | ' | 51 | -3,594 |
Amortization of intangible assets | 14,760 | 14,448 | 14,509 | 14,486 | 15,421 | 15,959 | 15,959 | 15,959 | 58,203 | 63,298 | 65,805 |
Depreciation and amortization of property, equipment and leasehold improvements | 6,042 | 5,934 | 5,246 | 5,080 | 4,989 | 4,633 | 4,662 | 4,416 | 22,302 | 18,700 | 19,425 |
Total operating expenses | 176,251 | 165,802 | 160,726 | 161,382 | 151,773 | 151,915 | 151,444 | 148,073 | 664,161 | 603,205 | 578,943 |
Operating income | 91,371 | 92,436 | 97,172 | 90,527 | 95,307 | 83,529 | 87,121 | 80,979 | 371,506 | 346,936 | 321,998 |
Interest income | -261 | -265 | -237 | -268 | -242 | -252 | -237 | -223 | -1,031 | -954 | -848 |
Interest expense | 6,914 | 5,827 | 6,504 | 7,020 | 7,178 | 7,314 | 29,581 | 12,355 | 26,265 | 56,428 | 55,819 |
Other expense (income) | 154 | 627 | -354 | 224 | 56 | 873 | 516 | 608 | 651 | 2,053 | 3,614 |
Other expense (income), net | 6,807 | 6,189 | 5,913 | 6,976 | 6,992 | 7,935 | 29,860 | 12,740 | 25,885 | 57,527 | 58,585 |
Income before provision for income taxes | 84,564 | 86,247 | 91,259 | 83,551 | 88,315 | 75,594 | 57,261 | 68,239 | 345,621 | 289,409 | 263,413 |
Provision for income taxes | 37,307 | 30,937 | 30,206 | 24,614 | 33,863 | 27,320 | 19,715 | 24,273 | 123,064 | 105,171 | 89,959 |
Net income | $47,257 | $55,310 | $61,053 | $58,937 | $54,452 | $48,274 | $37,546 | $43,966 | $222,557 | $184,238 | $173,454 |
Earnings per basic common share | $0.40 | $0.46 | $0.50 | $0.49 | $0.44 | $0.39 | $0.31 | $0.36 | $1.85 | $1.50 | $1.43 |
Earnings per diluted common share | $0.39 | $0.46 | $0.50 | $0.48 | $0.44 | $0.39 | $0.30 | $0.35 | $1.83 | $1.48 | $1.41 |
Basic | 118,828 | 119,607 | 121,149 | 120,746 | 122,082 | 122,261 | 122,030 | 121,754 | 120,100 | 122,023 | 120,717 |
Diluted | 119,877 | 120,578 | 122,069 | 121,702 | 122,995 | 123,450 | 123,295 | 123,113 | 121,074 | 123,204 | 122,276 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Dec. 13, 2012 | Feb. 04, 2014 | Feb. 06, 2014 |
In Millions, unless otherwise specified | Subsequent Events [Member] | Subsequent Events [Member] | |
February 2013 ASR Program [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' |
Repurchase program authorizing the purchase of shares | $300 | $300 | ' |
ASR agreement, authorized amount | ' | ' | $100 |
ASR agreement, shares repurchased | ' | ' | 1.7 |