Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'MSCI | ' |
Entity Registrant Name | 'MSCI INC. | ' |
Entity Central Index Key | '0001408198 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 116,704,758 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Financial Condition (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $260,450 | $358,434 |
Accounts receivable (net of allowances of $698 and $1,280 at March 31, 2014 and December 31, 2013, respectively) | 191,905 | 169,490 |
Deferred taxes | 75,931 | 52,888 |
Prepaid taxes | 17,091 | 27,333 |
Prepaid and other assets | 27,810 | 28,890 |
Assets held for sale | 415,673 | ' |
Total current assets | 988,860 | 637,035 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $77,854 and $75,371 at March, 2014 and December 31, 2013, respectively) | 79,758 | 85,588 |
Goodwill | 1,547,173 | 1,798,821 |
Intangible assets (net of accumulated amortization of $338,141 and $374,377 at March 31, 2014 and December 31, 2013, respectively) | 462,348 | 595,707 |
Other non-current assets | 15,679 | 17,386 |
Total assets | 3,093,818 | 3,134,537 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Accounts payable | 1,542 | 1,198 |
Accrued compensation and related benefits | 42,635 | 121,124 |
Other accrued liabilities | 40,252 | 41,212 |
Current maturities of long-term debt | 19,775 | 19,772 |
Deferred revenue | 314,247 | 319,735 |
Liabilities held for sale | 128,200 | ' |
Total current liabilities | 546,651 | 503,041 |
Long-term debt, net of current maturities | 783,065 | 788,010 |
Deferred taxes | 159,141 | 221,054 |
Other non-current liabilities | 41,230 | 46,068 |
Total liabilities | 1,530,087 | 1,558,173 |
Commitments and Contingencies (see Note 8) | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued) | ' | ' |
Common stock (par value $0.01; 750,000,000 common shares authorized; 126,062,931 and 125,555,268 common shares issued and 116,702,810 and 118,083,111 common shares outstanding at March 31, 2014 and December 31, 2013, respectively) | 1,261 | 1,256 |
Treasury shares, at cost (9,360,121 and 7,472,157 common shares held at March 31, 2014 and December 31, 2013, respectively) | -345,550 | -268,391 |
Additional paid in capital | 1,057,386 | 1,073,893 |
Retained earnings | 850,655 | 770,256 |
Accumulated other comprehensive income (loss) | -21 | -650 |
Total shareholders' equity | 1,563,731 | 1,576,364 |
Total liabilities and shareholders' equity | $3,093,818 | $3,134,537 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $698 | $1,280 |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | 77,854 | 75,371 |
Intangible assets, accumulated amortization | $338,141 | $374,377 |
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 | 126,062,931 | 125,555,268 |
Common stock, shares outstanding | 116,702,810 | 118,083,111 |
Treasury shares | 9,360,121 | 7,472,157 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Operating revenues | $239,688 | $219,469 |
Operating expenses: | ' | ' |
Cost of services | 75,427 | 65,300 |
Selling, general and administrative | 67,658 | 55,515 |
Amortization of intangible assets | 11,270 | 11,166 |
Depreciation and amortization of property, equipment and leasehold improvements | 5,828 | 4,597 |
Total operating expenses | 160,183 | 136,578 |
Operating income | 79,505 | 82,891 |
Interest income | -156 | -237 |
Interest expense | 5,059 | 7,016 |
Other expense (income) | 1,071 | 1,922 |
Other expense (income), net | 5,974 | 8,701 |
Income from continuing operations before provision for income taxes | 73,531 | 74,190 |
Provision for income taxes | 26,385 | 21,232 |
Income from continuing operations | 47,146 | 52,958 |
Income from discontinued operations, net of income taxes | 33,253 | 5,979 |
Net income | $80,399 | $58,937 |
Earnings per basic common share: | ' | ' |
Earnings per basic common share from continuing operations | $0.40 | $0.44 |
Earnings per basic common share from discontinued operations | $0.28 | $0.05 |
Earnings per basic common share | $0.68 | $0.49 |
Earnings per diluted common share: | ' | ' |
Earnings per diluted common share from continuing operations | $0.40 | $0.43 |
Earnings per diluted common share from discontinued operations | $0.28 | $0.05 |
Earnings per diluted common share | $0.68 | $0.48 |
Weighted average shares outstanding used in computing earnings per share: | ' | ' |
Basic | 117,582 | 120,746 |
Diluted | 118,597 | 121,702 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Net income | $80,399 | $58,937 |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | 1,032 | -5,462 |
Income tax effect | -400 | 2,110 |
Foreign currency translation adjustments, net | 632 | -3,352 |
Unrealized gains (losses) on cash flow hedges | ' | 593 |
Income tax effect | ' | -226 |
Unrealized gains (losses) on cash flow hedges, net | ' | 367 |
Unrealized gains (losses) on available-for-sale securities | ' | -5 |
Income tax effect | ' | 2 |
Unrealized gains (losses) on available-for-sale securities, net | ' | -3 |
Pension and other post-retirement adjustments | -7 | 92 |
Income tax effect | 4 | -31 |
Pension and other post-retirement adjustments, net | -3 | 61 |
Other comprehensive income (loss), net of tax | 629 | -2,927 |
Comprehensive income | $81,028 | $56,010 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities | ' | ' |
Net income | $80,399 | $58,937 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Amortization of intangible assets | 11,270 | 11,166 |
Stock-based compensation expense | 5,171 | 6,811 |
Depreciation and amortization of property, equipment and leasehold improvements | 5,828 | 4,597 |
Amortization of debt origination fees | 445 | 762 |
Deferred taxes | -26,271 | -5,143 |
Amortization of discount on long-term debt | 121 | 246 |
Excess tax benefits from stock-based compensation | -1,174 | -1,172 |
Other non-cash adjustments | -102 | -1,108 |
Changes in assets and liabilities, net of assets and liabilities acquired: | ' | ' |
Accounts receivable | -38,879 | -14,213 |
Prepaid income taxes | 10,385 | 18,418 |
Prepaid and other assets | -618 | 827 |
Accounts payable | 349 | -2,179 |
Deferred revenue | 46,167 | 43,405 |
Accrued compensation and related benefits | -68,646 | -61,639 |
Other accrued liabilities | 3,480 | 2,814 |
Other | -5,635 | 4,715 |
Net cash provided by operating activities | 25,249 | 71,047 |
Cash flows from investing activities | ' | ' |
Proceeds from redemption of short-term investments | ' | 70,900 |
Acquisitions, net of cash acquired | ' | -23,168 |
Proceeds from the sale of capital equipment | 7 | ' |
Capitalized software development costs | -1,559 | -231 |
Capital expenditures | -8,501 | -4,569 |
Net cash (used in) provided by investing activities | -10,053 | 42,932 |
Cash flows from financing activities | ' | ' |
Repayment of long-term debt | -5,063 | -26,000 |
Repurchase of treasury shares | -107,159 | -9,397 |
Proceeds from exercise of stock options | 1,710 | 3,764 |
Excess tax benefits from stock-based compensation | 1,174 | 1,172 |
Net cash used in financing activities | -109,338 | -30,461 |
Effect of exchange rate changes | 566 | -3,798 |
Net increase (decrease) in cash and cash equivalents | -93,576 | 79,720 |
Cash and cash equivalents, beginning of period | 358,434 | 183,309 |
Less: Cash and cash equivalents attributed to discontinued operations | -4,408 | ' |
Cash and cash equivalents, end of period | 260,450 | 263,029 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 4,542 | 5,240 |
Cash paid for income taxes | 21,131 | 10,175 |
Supplemental disclosure of non-cash investing activities: | ' | ' |
Property, equipment and leasehold improvements in other accrued liabilities | $2,842 | $1,255 |
Introduction_and_Basis_of_Pres
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Introduction and Basis of Presentation | ' |
1. INTRODUCTION AND BASIS OF PRESENTATION | |
MSCI Inc. together with its wholly-owned subsidiaries (the “Company” or “MSCI”) is a global provider of investment decision support tools, including indexes, portfolio risk and performance analytics. 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 and its valuation models and risk management software for the energy and commodities markets marketed under the FEA brand. | |
On March 17, 2014, MSCI entered into a definitive agreement to sell Institutional Shareholder Services Inc. (“ISS”). As a result, the Company reported the operating results of ISS in “Income from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and 2013. In addition, the assets and liabilities associated with ISS are reported as “Assets held for sale” and “Liabilities held for sale,” respectively, in the Unaudited Condensed Consolidated Statement of Financial Condition as of March 31, 2014 (see Note 3, “Discontinued Operations,” for additional details). As a result of this change, the Company now operates as one segment. Unless otherwise indicated, the disclosures accompanying these unaudited condensed consolidated financial statements reflect the Company’s continuing operations. | |
Basis of Presentation and Use of Estimates | |
These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, 2014 and December 31, 2013, the results of operations and comprehensive income for the three months ended March 31, 2014 and 2013 and cash flows for the three months ended March 31, 2014 and 2013. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited condensed consolidated financial statement information as of December 31, 2013 has been derived from the 2013 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. | |
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |
Intercompany balances and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year financial statement presentation. | |
Concentrations | |
Financial instruments that may potentially subject the Company to concentrations of credit risk consist principally of cash deposits and short-term investments. At March 31, 2014 and December 31, 2013, cash and cash equivalent amounts were $260.5 million and $358.4 million, respectively. The Company held no short-term investments at March 31, 2014 or December 31, 2013. The Company receives interest at prevailing money market fund rates on its cash deposits. | |
For the three months ended March 31, 2014, BlackRock, Inc. accounted for 10.4% of the Company’s operating revenues. For the three months ended March 31, 2013, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Recent_Accounting_Standards_Up
Recent Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Standards Updates | ' |
2. RECENT ACCOUNTING STANDARDS UPDATES | |
In July 2013, the Financial Accounting Standards Board (“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 did not have a material impact on the Company’s unaudited condensed consolidated financial statements. | |
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” or ASU 2014-08. The amendments in this update change the requirements for reporting discontinued operations under ASC Subtopic 205-20, “Presentation of Financial Statements – Discontinued Operations,” such as limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments in this update also require expanded disclosures in order to provide users of financial statements with more information about the assets, liabilities, revenues and expenses of discontinued operations. Further, the amendments require an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. This new guidance is to be applied prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years, with early adoption permitted. The Company has elected not to early adopt ASU 2014-08 and is still evaluating the potential impact that the update will have on the Company’s unaudited condensed consolidated financial statements. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
3. DISCONTINUED OPERATIONS | |||||||||
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS. MSCI determined that ISS became a long-lived asset held for sale during the three months ended March 31, 2014. A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. Since the carrying value of ISS at March 31, 2014 was less than the estimated fair value less cost to sell, no adjustment to the carrying value of this long-lived asset was necessary at that date. | |||||||||
ISS was classified as a discontinued operation during the three months ended March 31, 2014, and therefore MSCI has segregated the operating results of ISS, together with the CFRA product line that was disposed of in March 2013, in “Income from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and 2013. The assets of ISS have been reclassified to “Assets held for sale” and the liabilities have been reclassified to “Liabilities held for sale” in the Unaudited Condensed Consolidated Statement of Financial Condition as of March 31, 2014. | |||||||||
The carrying amounts of the major classes of assets and liabilities of ISS were as follows: | |||||||||
As of | |||||||||
March 31, | |||||||||
2014 | |||||||||
(in thousands) | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | $ | 4,408 | |||||||
Accounts receivable | 16,947 | ||||||||
Deferred taxes | 3,070 | ||||||||
Prepaid taxes | 945 | ||||||||
Prepaid and other assets | 1,723 | ||||||||
Total current assets | 27,093 | ||||||||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,200) | 7,945 | ||||||||
Goodwill | 252,093 | ||||||||
Intangible assets (net of accumulated amortization of $50,283) | 121,269 | ||||||||
Other non-current assets | 7,273 | ||||||||
Total non-current assets | 388,580 | ||||||||
Total assets held for sale | $ | 415,673 | |||||||
LIABILITIES | |||||||||
Accrued compensation and related benefits | $ | 4,421 | |||||||
Other accrued liabilities | 3,971 | ||||||||
Deferred revenue | 52,113 | ||||||||
Total current liabilities | 60,505 | ||||||||
Deferred taxes | 62,135 | ||||||||
Other non-current liabilities | 5,560 | ||||||||
Total non-current liabilities | 67,695 | ||||||||
Total liabilities held for sale | $ | 128,200 | |||||||
Net Income from Discontinued Operations. The activity associated with the discontinuation of ISS is as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 32,210 | $ | 32,440 | |||||
Income from discontinued operations before provision for (benefit from) income taxes | $ | 6,217 | $ | 9,361 | |||||
Provision for (benefit from) income taxes (1) | (27,036 | ) | 3,382 | ||||||
Income from discontinued operations, net of income taxes | $ | 33,253 | $ | 5,979 | |||||
(1) | The three months ended March 31, 2014 included a $30.6 million income tax benefit associated with establishing a net deferred tax asset on the difference between ISS’ tax basis and book basis. This net deferred tax asset is expected to be realized in the quarter ending June 30, 2014 upon the closing of the sale. |
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Statement Of Income And Comprehensive Income [Abstract] | ' | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
4. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
As required by FASB’s Accounting Standards Codification (“ASC”) Subtopic 220-10, “Comprehensive Income—Overall,” the following table presents the amounts reclassified from accumulated other comprehensive income (loss) by the respective line item in the Unaudited Condensed Consolidated Statements of Income: | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other | Amount Reclassified from Accumulated Other | Affected Line Item in the | |||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Components | Consolidated Statements of | ||||||||||
Income | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
March 31, | March 31, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (593 | ) | Interest expense | |||||
— | 226 | Tax benefit | |||||||||
$ | — | $ | (367 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Total reclassifications for the period, net of tax | $ | — | $ | (364 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. |
Earnings_Per_Common_Share
Earnings Per Common Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Common Share | ' | ||||||||
5. 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 104,272 stock options excluded from the calculation of diluted EPS for the three months ended March 31, 2014, because of their anti-dilutive effect. There were no anti-dilutive securities excluded from the calculation of diluted EPS for the three months ended March 31, 2013. | |||||||||
The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands, except per share amounts) | |||||||||
Income from continuing operations, net of income taxes | $ | 47,146 | $ | 52,958 | |||||
Income from discontinued operations, net of income taxes | 33,253 | 5,979 | |||||||
Net income | 80,399 | 58,937 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (132 | ) | (237 | ) | |||||
Earnings from continuing operations available to MSCI common shareholders | $ | 80,267 | $ | 58,700 | |||||
Basic weighted average common shares outstanding | 117,582 | 120,746 | |||||||
Effect of dilutive securities: | |||||||||
Stock options and restricted stock units | 1,015 | 956 | |||||||
Diluted weighted average common shares outstanding | 118,597 | 121,702 | |||||||
Earnings per basic common share from continuing operations | $ | 0.4 | $ | 0.44 | |||||
Earnings per basic common share from discontinued operations | 0.28 | 0.05 | |||||||
Earnings per basic common share | $ | 0.68 | $ | 0.49 | |||||
Earnings per diluted common share from continuing operations | $ | 0.4 | $ | 0.43 | |||||
Earnings per diluted common share from discontinued operations | 0.28 | 0.05 | |||||||
Earnings per diluted common share | $ | 0.68 | $ | 0.48 | |||||
(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. |
Property_Equipment_and_Leaseho
Property, Equipment and Leasehold Improvements | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Property, Equipment and Leasehold Improvements | ' | ||||||||||
6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | |||||||||||
Property, equipment and leasehold improvements at March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||
As of | |||||||||||
Estimated | March 31, | December 31, | |||||||||
Type | Useful Lives | 2014(1) | 2013 | ||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 89,386 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 8,869 | 9,108 | ||||||||
Leasehold improvements | 3 to 21 years | 48,349 | 52,776 | ||||||||
Work-in-process | — | 11,008 | 12,691 | ||||||||
Subtotal | 157,612 | 160,959 | |||||||||
Accumulated depreciation and amortization | (77,854 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 79,758 | $ | 85,588 | |||||||
(1) | Property, equipment and leasehold improvements as of March 31, 2014 reflects the reclassification of the amounts associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. | ||||||||||
Depreciation and amortization expense of property, equipment and leasehold improvements was $5.8 million and $4.6 million for the three months ended March 31, 2014 and 2013, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
7. GOODWLL AND INTANGIBLE ASSETS | |||||||||
Goodwill | |||||||||
The Company carries goodwill reflected in the table below: | |||||||||
Goodwill | |||||||||
(in thousands) | |||||||||
Goodwill at December 31, 2013 | $ | 1,798,821 | |||||||
Changes to goodwill (1) | (252,093 | ) | |||||||
Foreign exchange translation adjustment | 445 | ||||||||
Goodwill at March 31, 2014 | $ | 1,547,173 | |||||||
(1) | Changes to goodwill reflects the reclassification of the goodwill associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. | ||||||||
Intangible Assets | |||||||||
Amortization expense related to intangible assets for the three months ended March 31, 2014 and 2013 was $11.3 million and $11.2 million, respectively. | |||||||||
The gross carrying amounts and accumulated amortization totals related to the Company’s identifiable intangible assets are as follows: | |||||||||
As of | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014(1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 359,235 | $ | 478,735 | |||||
Trademarks/trade names | 223,182 | 257,282 | |||||||
Technology/software | 187,184 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,527 | 28,527 | |||||||
Subtotal | 798,128 | 968,122 | |||||||
Foreign exchange translation adjustment | 2,361 | 1,962 | |||||||
Total gross intangible assets | $ | 800,489 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (100,837 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (72,567 | ) | (75,696 | ) | |||||
Technology/software | (161,560 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (2,893 | ) | (2,326 | ) | |||||
Subtotal | (337,857 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | (284 | ) | (246 | ) | |||||
Total accumulated amortization | $ | (338,141 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 258,398 | $ | 353,376 | |||||
Trademarks/trade names | 150,615 | 181,586 | |||||||
Technology/software | 25,624 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 25,634 | 26,201 | |||||||
Subtotal | 460,271 | 593,991 | |||||||
Foreign exchange translation adjustment | 2,077 | 1,716 | |||||||
Total net intangible assets | $ | 462,348 | $ | 595,707 | |||||
(1) | Intangible assets and the associated accumulated amortization as of March 31, 2014 reflects the reclassification of the amounts associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. | ||||||||
The estimated amortization expense for succeeding years is presented below: | |||||||||
Fiscal Year | Amortization Expense | ||||||||
(in thousands) | |||||||||
Remainder 2014 | $ | 34,430 | |||||||
2015 | 46,296 | ||||||||
2016 | 45,772 | ||||||||
2017 | 40,099 | ||||||||
2018 | 36,899 | ||||||||
2019 | 36,115 | ||||||||
Thereafter | 222,737 | ||||||||
Total | $ | 462,348 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||||
8. COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||||||||||
Legal matters. From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material effect on its business, operating results, financial condition or cash flows. | |||||||||||||||||||||||||||||||
Leases. The Company leases facilities under non-cancelable operating lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Rent expense for the three months ended March 31, 2014 and 2013 was $6.3 million and $5.2 million, respectively. | |||||||||||||||||||||||||||||||
Share repurchase. On December 13, 2012, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock beginning immediately and continuing through December 31, 2014 (the “2012 Repurchase Program”). | |||||||||||||||||||||||||||||||
On December 13, 2012, as part of the 2012 Repurchase Program, the Company entered into an accelerated share repurchase (“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. | |||||||||||||||||||||||||||||||
On February 6, 2014, MSCI utilized the remaining repurchase authorization provided by the 2012 Repurchase Program by entering 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, the Company 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. The Company 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, the Company may receive additional shares under the February 2014 ASR Program. | |||||||||||||||||||||||||||||||
The $100.0 million payment was initially split and recorded as a $70.0 million increase to “Treasury stock” and a $30.0 million decrease to “Additional paid in capital” on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition to reflect the initial estimate of the value of shares received. | |||||||||||||||||||||||||||||||
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 (the “2014 Repurchase Program”). The 2014 Repurchase Program may be modified, suspended or terminated by the Company at any time without prior notice. | |||||||||||||||||||||||||||||||
Long-term debt. On June 1, 2010, the Company entered into a senior secured credit agreement comprised of (i) a six-year term loan facility (the “2010 Term Loan”) and (ii) a five-year revolving credit facility (the revolving credit facility, together with the 2010 Term Loan, the “2010 Credit Facility”). | |||||||||||||||||||||||||||||||
On March 14, 2011, the Company completed the repricing of the 2010 Credit Facility pursuant to Amendment No. 2 to the 2010 Credit Facility (“Amendment No. 2”). Amendment No. 2 provided for the incurrence of a new senior secured term loan (the “2011 Term Loan”). The proceeds of the 2011 Term Loan, together with cash on hand, were used to repay the remaining outstanding balance of the 2010 Term Loan in full. The 2011 Term Loan was to mature in March 2017. | |||||||||||||||||||||||||||||||
On May 4, 2012, the Company amended and restated its 2010 Credit Facility (the credit agreement as so amended and restated, the “Amended and Restated Credit Facility”). The Amended and Restated Credit Facility provides for the incurrence of a new senior secured five-year Term Loan A Facility in an aggregate amount of $880.0 million (the “2012 Term Loan”) and a $100.0 million senior secured revolving facility (the “2012 Revolving Credit Facility”). The proceeds of the Amended and Restated Credit Facility, together with cash on hand, were used to repay the remaining outstanding principal of the then-existing 2011 Term Loan. The 2012 Term Loan and the 2012 Revolving Credit Facility were scheduled to mature on May 4, 2017. | |||||||||||||||||||||||||||||||
The Amended and Restated Credit Facility also amended certain negative covenants, including financial covenants. | |||||||||||||||||||||||||||||||
In March 2013, the Company made a $15.0 million prepayment on the 2012 Term Loan. | |||||||||||||||||||||||||||||||
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”). The Company also amended the amortization schedule of required debt payments under the 2012 Term Loan. Pursuant to the New Amended and Restated Credit Facility, 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 following three years, with the exception of the final payment in December 2018, which will be $658.1 million (assuming no further prepayments). | |||||||||||||||||||||||||||||||
The 2012 Term Loan bears interest equal to LIBOR plus a margin. As of March 31, 2014, the 2012 Term Loan bore interest at LIBOR plus a margin of 2.00%, or 2.15%. | |||||||||||||||||||||||||||||||
Current maturities of long-term debt at March 31, 2014 were $19.8 million, net of a $0.5 million discount. Long-term debt, net of current maturities at March 31, 2014 was $783.1 million, net of a $1.6 million discount. | |||||||||||||||||||||||||||||||
Current maturities of long-term debt at December 31, 2013 were $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. | |||||||||||||||||||||||||||||||
In connection with entering into the New Amended and Restated Credit Facility, certain fees were paid and are being amortized over the life of the New Amended and Restated Credit Facility. At March 31, 2014, $7.9 million of the deferred financing fees remain unamortized, $1.8 million of which is included in “Prepaid and other assets” and $6.1 million of which is included in “Other non-current assets” on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition. | |||||||||||||||||||||||||||||||
The Company amortized $0.4 million and $0.8 million of deferred financing fees in interest expense during the three months ended March 31, 2014 and 2013, respectively. Approximately $0.1 million and $0.2 million of debt discount was amortized in interest expense during the three months ended March 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||
At March 31, 2014 and December 31, 2013, the fair market value of the Company’s debt obligations were $806.9 million and $812.0 million, respectively. 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. | |||||||||||||||||||||||||||||||
As of March 31, 2014, the Company’s retained earnings of $850.7 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 March 31, 2014, the amount available for restricted payments was $482.0 million, reflecting the Company’s cumulative retained excess cash flows (“CRECF”), as defined in the New Amended and Restated Credit Facility, through December 31, 2013 and adjusted for, among other things, any restricted payments made during the three months ended March 31, 2014. 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 March 31, 2014, the Company had two outstanding foreign currency forwards with a combined notional amount of $27.5 million that were not designated as hedges in qualifying hedging relationships. | |||||||||||||||||||||||||||||||
The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||||
(in thousands) | Unaudited Condensed Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||
Financial Condition Location | March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||
Non-designated hedging instruments: | |||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (38 | ) | $ | (156 | ) | ||||||||||||||||||||||||
Asset derivatives: | |||||||||||||||||||||||||||||||
Foreign exchange contracts | Prepaid and other assets | $ | 64 | $ | — | ||||||||||||||||||||||||||
The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: | |||||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||||
Income (Loss) | Income into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||
March 31, | March 31, | March 31, | |||||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Interest expense | $ | — | $ | (593 | ) | Interest expense | $ | — | $ | — | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||||
Income on Derivatives | Three Months Ended March 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | 160 | $ | 522 |
Fair_Value_Measures
Fair Value Measures | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measures | ' | ||||||||||||||||
9. FAIR VALUE MEASURES | |||||||||||||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2014: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
March 31, | Prices in | Other | Unobservable | ||||||||||||||
2014 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Foreign exchange contracts | $ | 64 | $ | — | $ | 64 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (38 | ) | $ | — | $ | (38 | ) | $ | — | |||||||
The Company did not hold any financial assets as of December 31, 2013. The following table summarizes the Company’s financial 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) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (156 | ) | $ | — | $ | (156 | ) | $ | — | |||||||
The Company’s financial assets and liabilities are valued using market prices on both active markets (Level 1) and less active markets (Level 2). The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented. The Company does not hold any financial instruments that would be valued using Level 3 inputs as of the periods presented. | |||||||||||||||||
The Company’s foreign exchange forward contracts were classified within Level 2, as they were valued using pricing models that took into account the contract terms as well as multiple observable inputs where applicable, such as prevailing spot rates and forward points. |
Employee_Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Benefits | ' |
10. EMPLOYEE BENEFITS | |
The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. Costs relating to 401(k), pension and post-retirement benefit expenses were $7.3 million and $5.8 million for the three months ended March 31, 2014 and 2013, respectively. Amounts included in cost of services were $4.2 million and $3.3 million for the three months ended March 31, 2014 and 2013, respectively. Amounts included in selling, general and administrative expense related to pension and post-retirement expenses for the three months ended March 31, 2014 and 2013 were $3.1 million and $2.5 million, respectively. | |
401(k) and Other Defined Contribution Plans. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions and, in the case of the MSCI 401(k) plan, an additional Company contribution of 3% of the employees’ cash compensation, which is subject to vesting and certain other limitations. The Company’s expenses associated with the 401(k) plan and other defined contribution plans were $6.7 million and $5.2 million for the three months ended March 31, 2014 and 2013, respectively. | |
Net Periodic Benefit Expense. Net periodic benefit expense related to defined benefit pension plans was $0.6 million in each of the three months ended March 31, 2014 and 2013. |
Income_Taxes
Income Taxes | 3 Months Ended | ||
Mar. 31, 2014 | |||
Income Tax Disclosure [Abstract] | ' | ||
Income Taxes | ' | ||
11. INCOME TAXES | |||
The Company’s provision for income taxes was $26.4 million and $21.2 million for the three months ended March 31, 2014 and 2013, respectively. These amounts reflect effective tax rates of 35.9% and 28.6% for the three months ended March 31, 2014 and 2013, respectively. | |||
The effective rate of 35.9% for the three months ended March 31, 2014 reflects the Company’s estimate of the effective tax rate for the period and is impacted by certain discrete items totaling $0.2 million, the effect of which was to decrease the Company’s effective tax rate by 0.2 percentage points. The effective rate of 28.6% for the three months ended March 31, 2013 reflects the Company’s estimate of the effective tax rate for the period and is impacted by certain discrete items totaling $3.9 million, the effect of which was to decrease the Company’s effective tax rate by 5.3 percentage points. | |||
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. As a result of having previously been a member of the Morgan Stanley consolidated group, 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. Additionally, the Company believes it has adequate reserves for any tax issues that may arise out of the IRS examination relating to the tax years 2006 through 2008 and therefore does not believe any related settlement with Morgan Stanley will have a material impact. | |||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months. | |||
The following table summarizes the major taxing jurisdictions in which the Company and its affiliates operate and the open tax years for each major jurisdiction: | |||
Tax Jurisdiction | Tax Years | ||
United States | 2005-2012 | ||
California | 2009-2012 | ||
New York State | 2007-2012 | ||
New York City | 2007-2012 | ||
Hong Kong | 2007-2012 | ||
United Kingdom | 2012 | ||
Canada | 2006-2012 | ||
Japan | 2009-2012 | ||
India | 2008-2013 |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
12. SEGMENT INFORMATION | |||||||||
Prior to March 31, 2014, MSCI operated as two segments, the Performance and Risk business and the Governance business. These designations were made as the discrete operating results of these segments were reviewed by the Company’s CODM for purposes of making operating decisions and assessing financial performance. | |||||||||
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS, which, together with the previously disposed of CFRA product line, made up the Company’s Governance segment and are now reflected in “Income from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income. As a result, the Company now operates and reports as a single business segment (see Note 3, “Discontinued Operations,” and Note 13, “Acquisitions and Dispositions,” for further details). | |||||||||
Revenue by geography is based on the shipping address of the customer. The following table sets forth revenue for the periods indicated by geographic area: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenues | |||||||||
Americas: | |||||||||
United States | $ | 110,832 | $ | 101,268 | |||||
Other | 9,427 | 7,767 | |||||||
Total Americas | 120,259 | 109,035 | |||||||
EMEA: | |||||||||
United Kingdom | 37,476 | 34,018 | |||||||
Other | 51,128 | 46,440 | |||||||
Total EMEA | 88,604 | 80,458 | |||||||
Asia & Australia: | |||||||||
Japan | 11,960 | 12,116 | |||||||
Other | 18,865 | 17,860 | |||||||
Total Asia & Australia | 30,825 | 29,976 | |||||||
Total | $ | 239,688 | $ | 219,469 | |||||
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 | |||||||||
March 31, | December 31, | ||||||||
2014(1) | 2013 | ||||||||
(in thousands) | |||||||||
Long-lived assets | |||||||||
Americas: | |||||||||
United States | $ | 1,931,255 | $ | 2,323,781 | |||||
Other | 3,959 | 4,082 | |||||||
Total Americas | 1,935,214 | 2,327,863 | |||||||
EMEA: | |||||||||
United Kingdom | 132,864 | 133,411 | |||||||
Other | 13,515 | 11,871 | |||||||
Total EMEA | 146,379 | 145,282 | |||||||
Asia & Australia: | |||||||||
Japan | 1,177 | 1,543 | |||||||
Other | 6,509 | 5,428 | |||||||
Total Asia & Australia | 7,686 | 6,971 | |||||||
Total | $ | 2,089,279 | $ | 2,480,116 | |||||
(1) | As a result of MSCI entering into a definitive agreement to sell ISS, long-lived assets as of March 31, 2014 exclude amounts classified as assets held for sale. See Note 3, “Discontinued Operations,” for more information on the sale. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | ' |
Acquisitions and Dispositions | ' |
13. ACQUISITIONS AND DISPOSITIONS | |
The method of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures,” which the Company has adopted as required. The total purchase price is allocated to the net tangible and intangible assets based upon their fair values as of the acquisition dates. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill. The allocation of the purchase price was based upon a valuation and is subject to change within the one-year measurement period following the acquisition. MSCI expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period. | |
Acquisition of InvestorForce | |
On January 29, 2013, MSCI completed the acquisition of Investor Force Holdings, Inc. (“InvestorForce”) by paying $23.6 million in cash. The acquisition of InvestorForce enhances MSCI’s position as a leader in performance analysis and risk transparency and furthers its goal of providing investment decision support tools to institutional investors across all client segments and asset classes. InvestorForce is a leading provider of performance reporting solutions to the institutional investment community in the United States, providing investment consultants with an integrated solution for daily monitoring, analysis of and reporting on institutional assets. InvestorForce was deemed to not be a significant acquisition and, therefore, no pro forma financial results have been presented. | |
The final 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. | |
Disposition of ISS | |
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS. The sale of ISS was completed on April 30, 2014 for approximately $367.4 million, subject to final working capital adjustments. The Company does not expect to incur a cash tax liability on the proceeds from the sale (see Note 3, “Discontinued Operations,” for additional details). The Company expects to record a net gain on the sale, which will be reflected in “Income from discontinued operations, net of income taxes” in the Company’s Unaudited Condensed Consolidated Statements of Income in the quarter ending June 30, 2014. | |
The results of operations from ISS and the CFRA product line are now reflected in “Income from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income. |
Introduction_and_Basis_of_Pres1
Introduction and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Use of Estimates | ' |
Basis of Presentation and Use of Estimates | |
These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, 2014 and December 31, 2013, the results of operations and comprehensive income for the three months ended March 31, 2014 and 2013 and cash flows for the three months ended March 31, 2014 and 2013. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited condensed consolidated financial statement information as of December 31, 2013 has been derived from the 2013 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. | |
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |
Intercompany balances and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year financial statement presentation. | |
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 March 31, 2014 and December 31, 2013, cash and cash equivalent amounts were $260.5 million and $358.4 million, respectively. The Company held no short-term investments at March 31, 2014 or December 31, 2013. The Company receives interest at prevailing money market fund rates on its cash deposits. | |
For the three months ended March 31, 2014, BlackRock, Inc. accounted for 10.4% of the Company’s operating revenues. For the three months ended March 31, 2013, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Schedule of Carrying Amounts of Major Classes of Assets and Liabilities | ' | ||||||||
The carrying amounts of the major classes of assets and liabilities of ISS were as follows: | |||||||||
As of | |||||||||
March 31, | |||||||||
2014 | |||||||||
(in thousands) | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | $ | 4,408 | |||||||
Accounts receivable | 16,947 | ||||||||
Deferred taxes | 3,070 | ||||||||
Prepaid taxes | 945 | ||||||||
Prepaid and other assets | 1,723 | ||||||||
Total current assets | 27,093 | ||||||||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,200) | 7,945 | ||||||||
Goodwill | 252,093 | ||||||||
Intangible assets (net of accumulated amortization of $50,283) | 121,269 | ||||||||
Other non-current assets | 7,273 | ||||||||
Total non-current assets | 388,580 | ||||||||
Total assets held for sale | $ | 415,673 | |||||||
LIABILITIES | |||||||||
Accrued compensation and related benefits | $ | 4,421 | |||||||
Other accrued liabilities | 3,971 | ||||||||
Deferred revenue | 52,113 | ||||||||
Total current liabilities | 60,505 | ||||||||
Deferred taxes | 62,135 | ||||||||
Other non-current liabilities | 5,560 | ||||||||
Total non-current liabilities | 67,695 | ||||||||
Total liabilities held for sale | $ | 128,200 | |||||||
Schedule of Net Income Activity Associated with Discontinuation | ' | ||||||||
Net Income from Discontinued Operations. The activity associated with the discontinuation of ISS is as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 32,210 | $ | 32,440 | |||||
Income from discontinued operations before provision for (benefit from) income taxes | $ | 6,217 | $ | 9,361 | |||||
Provision for (benefit from) income taxes (1) | (27,036 | ) | 3,382 | ||||||
Income from discontinued operations, net of income taxes | $ | 33,253 | $ | 5,979 | |||||
(1) | The three months ended March 31, 2014 included a $30.6 million income tax benefit associated with establishing a net deferred tax asset on the difference between ISS’ tax basis and book basis. This net deferred tax asset is expected to be realized in the quarter ending June 30, 2014 upon the closing of the sale. |
Reclassifications_Out_of_Accum1
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
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 Other | Affected Line Item in the | |||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Components | Consolidated Statements of | ||||||||||
Income | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
March 31, | March 31, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (593 | ) | Interest expense | |||||
— | 226 | Tax benefit | |||||||||
$ | — | $ | (367 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Total reclassifications for the period, net of tax | $ | — | $ | (364 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Computation of Basic and Diluted EPS | ' | ||||||||
The following table presents the computation of basic and diluted EPS: | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands, except per share amounts) | |||||||||
Income from continuing operations, net of income taxes | $ | 47,146 | $ | 52,958 | |||||
Income from discontinued operations, net of income taxes | 33,253 | 5,979 | |||||||
Net income | 80,399 | 58,937 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (132 | ) | (237 | ) | |||||
Earnings from continuing operations available to MSCI common shareholders | $ | 80,267 | $ | 58,700 | |||||
Basic weighted average common shares outstanding | 117,582 | 120,746 | |||||||
Effect of dilutive securities: | |||||||||
Stock options and restricted stock units | 1,015 | 956 | |||||||
Diluted weighted average common shares outstanding | 118,597 | 121,702 | |||||||
Earnings per basic common share from continuing operations | $ | 0.4 | $ | 0.44 | |||||
Earnings per basic common share from discontinued operations | 0.28 | 0.05 | |||||||
Earnings per basic common share | $ | 0.68 | $ | 0.49 | |||||
Earnings per diluted common share from continuing operations | $ | 0.4 | $ | 0.43 | |||||
Earnings per diluted common share from discontinued operations | 0.28 | 0.05 | |||||||
Earnings per diluted common share | $ | 0.68 | $ | 0.48 | |||||
(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. |
Property_Equipment_and_Leaseho1
Property, Equipment and Leasehold Improvements (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Schedule of Property, Equipment and Leasehold Improvements | ' | ||||||||||
Property, equipment and leasehold improvements at March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||
As of | |||||||||||
Estimated | March 31, | December 31, | |||||||||
Type | Useful Lives | 2014(1) | 2013 | ||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 89,386 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 8,869 | 9,108 | ||||||||
Leasehold improvements | 3 to 21 years | 48,349 | 52,776 | ||||||||
Work-in-process | — | 11,008 | 12,691 | ||||||||
Subtotal | 157,612 | 160,959 | |||||||||
Accumulated depreciation and amortization | (77,854 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 79,758 | $ | 85,588 | |||||||
(1) | Property, equipment and leasehold improvements as of March 31, 2014 reflects the reclassification of the amounts associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Goodwill | ' | ||||||||
The Company carries goodwill reflected in the table below: | |||||||||
Goodwill | |||||||||
(in thousands) | |||||||||
Goodwill at December 31, 2013 | $ | 1,798,821 | |||||||
Changes to goodwill (1) | (252,093 | ) | |||||||
Foreign exchange translation adjustment | 445 | ||||||||
Goodwill at March 31, 2014 | $ | 1,547,173 | |||||||
(1) | Changes to goodwill reflects the reclassification of the goodwill associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. | ||||||||
Components of Intangible Assets by Major Class | ' | ||||||||
The gross carrying amounts and accumulated amortization totals related to the Company’s identifiable intangible assets are as follows: | |||||||||
As of | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014(1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 359,235 | $ | 478,735 | |||||
Trademarks/trade names | 223,182 | 257,282 | |||||||
Technology/software | 187,184 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,527 | 28,527 | |||||||
Subtotal | 798,128 | 968,122 | |||||||
Foreign exchange translation adjustment | 2,361 | 1,962 | |||||||
Total gross intangible assets | $ | 800,489 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (100,837 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (72,567 | ) | (75,696 | ) | |||||
Technology/software | (161,560 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (2,893 | ) | (2,326 | ) | |||||
Subtotal | (337,857 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | (284 | ) | (246 | ) | |||||
Total accumulated amortization | $ | (338,141 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 258,398 | $ | 353,376 | |||||
Trademarks/trade names | 150,615 | 181,586 | |||||||
Technology/software | 25,624 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 25,634 | 26,201 | |||||||
Subtotal | 460,271 | 593,991 | |||||||
Foreign exchange translation adjustment | 2,077 | 1,716 | |||||||
Total net intangible assets | $ | 462,348 | $ | 595,707 | |||||
(1) | Intangible assets and the associated accumulated amortization as of March 31, 2014 reflects the reclassification of the amounts associated with the discontinued operations of ISS to “Assets held for sale.” See Note 3, “Discontinued Operations,” for additional information. | ||||||||
Estimated Amortization Expense for Succeeding Years | ' | ||||||||
The estimated amortization expense for succeeding years is presented below: | |||||||||
Fiscal Year | Amortization Expense | ||||||||
(in thousands) | |||||||||
Remainder 2014 | $ | 34,430 | |||||||
2015 | 46,296 | ||||||||
2016 | 45,772 | ||||||||
2017 | 40,099 | ||||||||
2018 | 36,899 | ||||||||
2019 | 36,115 | ||||||||
Thereafter | 222,737 | ||||||||
Total | $ | 462,348 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||
Summary of Fair Values of Derivative Instruments | ' | ||||||||||||||||||||||||||||||
The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||||
(in thousands) | Unaudited Condensed Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||
Financial Condition Location | March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||
Non-designated hedging instruments: | |||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (38 | ) | $ | (156 | ) | ||||||||||||||||||||||||
Asset derivatives: | |||||||||||||||||||||||||||||||
Foreign exchange contracts | Prepaid and other assets | $ | 64 | $ | — | ||||||||||||||||||||||||||
Interest Rate Swaps and Derivative Instruments | ' | ||||||||||||||||||||||||||||||
The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: | |||||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging | Amount of Gain or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||||||||||||||||||
Relationships | (Loss) Recognized | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | ||||||||||||||||||||||||||
in Accumulated | from Accumulated | from Accumulated | in Income on | in Income on | |||||||||||||||||||||||||||
Other | Other | Other | Derivatives | Derivatives | |||||||||||||||||||||||||||
Comprehensive | Comprehensive | Comprehensive | (Ineffective Portion | (Ineffective Portion | |||||||||||||||||||||||||||
Income (Loss) | Income into | Income (Loss) | and Amount | and Amount | |||||||||||||||||||||||||||
on Derivatives | Income | into Income | Excluded from | Excluded from | |||||||||||||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | Effectiveness | Effectiveness | |||||||||||||||||||||||||||
for the | for the | Testing) | Testing) for the | ||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||
March 31, | March 31, | March 31, | |||||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Interest expense | $ | — | $ | (593 | ) | Interest expense | $ | — | $ | — | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain or | Amount of Gain or (Loss) Recognized | |||||||||||||||||||||||||||||
(in thousands) | (Loss) Recognized in | in Income on Derivatives for the | |||||||||||||||||||||||||||||
Income on Derivatives | Three Months Ended March 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | 160 | $ | 522 |
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 March 31, 2014: | |||||||||||||||||
Description | Balance as of | Quoted | Significant | Significant | |||||||||||||
March 31, | Prices in | Other | Unobservable | ||||||||||||||
2014 | Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
for | (Level 2) | ||||||||||||||||
Identical | |||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Foreign exchange contracts | $ | 64 | $ | — | $ | 64 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (38 | ) | $ | — | $ | (38 | ) | $ | — | |||||||
The Company did not hold any financial assets as of December 31, 2013. The following table summarizes the Company’s financial 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) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Foreign exchange contracts | $ | (156 | ) | $ | — | $ | (156 | ) | $ | — | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Income Tax Disclosure [Abstract] | ' | ||
Summary of Major Tax Jurisdictions and Open Tax Years | ' | ||
The following table summarizes the major taxing jurisdictions in which the Company and its affiliates operate and the open tax years for each major jurisdiction: | |||
Tax Jurisdiction | Tax Years | ||
United States | 2005-2012 | ||
California | 2009-2012 | ||
New York State | 2007-2012 | ||
New York City | 2007-2012 | ||
Hong Kong | 2007-2012 | ||
United Kingdom | 2012 | ||
Canada | 2006-2012 | ||
Japan | 2009-2012 | ||
India | 2008-2013 |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Revenue by Geographic Area | ' | ||||||||
Revenue by geography is based on the shipping address of the customer. The following table sets forth revenue for the periods indicated by geographic area: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenues | |||||||||
Americas: | |||||||||
United States | $ | 110,832 | $ | 101,268 | |||||
Other | 9,427 | 7,767 | |||||||
Total Americas | 120,259 | 109,035 | |||||||
EMEA: | |||||||||
United Kingdom | 37,476 | 34,018 | |||||||
Other | 51,128 | 46,440 | |||||||
Total EMEA | 88,604 | 80,458 | |||||||
Asia & Australia: | |||||||||
Japan | 11,960 | 12,116 | |||||||
Other | 18,865 | 17,860 | |||||||
Total Asia & Australia | 30,825 | 29,976 | |||||||
Total | $ | 239,688 | $ | 219,469 | |||||
Long-Lived Assets by Geographic Area | ' | ||||||||
The following table sets forth long-lived assets on the dates indicated by geographic area: | |||||||||
As of | |||||||||
March 31, | December 31, | ||||||||
2014(1) | 2013 | ||||||||
(in thousands) | |||||||||
Long-lived assets | |||||||||
Americas: | |||||||||
United States | $ | 1,931,255 | $ | 2,323,781 | |||||
Other | 3,959 | 4,082 | |||||||
Total Americas | 1,935,214 | 2,327,863 | |||||||
EMEA: | |||||||||
United Kingdom | 132,864 | 133,411 | |||||||
Other | 13,515 | 11,871 | |||||||
Total EMEA | 146,379 | 145,282 | |||||||
Asia & Australia: | |||||||||
Japan | 1,177 | 1,543 | |||||||
Other | 6,509 | 5,428 | |||||||
Total Asia & Australia | 7,686 | 6,971 | |||||||
Total | $ | 2,089,279 | $ | 2,480,116 | |||||
(1) | As a result of MSCI entering into a definitive agreement to sell ISS, long-lived assets as of March 31, 2014 exclude amounts classified as assets held for sale. See Note 3, “Discontinued Operations,” for more information on the sale. |
Introduction_and_Basis_of_Pres2
Introduction and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 17, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | Segment | ||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Number of operating segments | 1 | 1 | ' | ' | ' |
Cash and cash equivalents | ' | $260,450 | $263,029 | $358,434 | $183,309 |
Short-term investments | ' | $0 | ' | $0 | ' |
Percentage of operating revenues accounted for by major customer | ' | 10.40% | 10.00% | ' | ' |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | ' |
Definitive sale agreement date | '2014-03-17 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Carrying Amounts of Major Classes of Assets and Liabilities (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
ASSETS | ' |
Cash and cash equivalents | $4,408 |
Accounts receivable | 16,947 |
Deferred taxes | 3,070 |
Prepaid taxes | 945 |
Prepaid and other assets | 1,723 |
Total current assets | 27,093 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,200) | 7,945 |
Goodwill | 252,093 |
Intangible assets (net of accumulated amortization of $50,283) | 121,269 |
Other non-current assets | 7,273 |
Total non-current assets | 388,580 |
Total assets held for sale | 415,673 |
LIABILITIES | ' |
Accrued compensation and related benefits | 4,421 |
Other accrued liabilities | 3,971 |
Deferred revenue | 52,113 |
Total current liabilities | 60,505 |
Deferred taxes | 62,135 |
Other non-current liabilities | 5,560 |
Total non-current liabilities | 67,695 |
Total liabilities held for sale | $128,200 |
Discontinued_Operations_Schedu1
Discontinued Operations - Schedule of Carrying Amounts of Major Classes of Assets and Liabilities (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Discontinued Operations And Disposal Groups [Abstract] | ' |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | $4,200 |
Intangible assets, accumulated amortization | $50,283 |
Discontinued_Operations_Schedu2
Discontinued Operations - Schedule of Net Income Activity Associated with Discontinuation (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Discontinued Operations And Disposal Groups [Abstract] | ' | ' |
Revenue from discontinued operations | $32,210 | $32,440 |
Income from discontinued operations before provision for (benefit from) income taxes | 6,217 | 9,361 |
Provision for (benefit from) income taxes | -27,036 | 3,382 |
Income from discontinued operations, net of income taxes | $33,253 | $5,979 |
Discontinued_Operations_Schedu3
Discontinued Operations - Schedule of Net Income Activity Associated with Discontinuation (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Discontinued Operations And Disposal Groups [Abstract] | ' |
Income tax benefit | $30.60 |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Interest expense | ($5,059) | ($7,016) |
Interest income | 156 | 237 |
Tax benefit (expense) | -26,385 | -21,232 |
Net income | 80,399 | 58,937 |
Amount reclassified from accumulated other comprehensive income (loss) [Member] | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Net income | ' | -364 |
Amount reclassified from accumulated other comprehensive income (loss) [Member] | Unrealized losses on cash flow hedges [Member] | Interest rate contract [Member] | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Interest expense | ' | -593 |
Tax benefit (expense) | ' | 226 |
Net income | ' | -367 |
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 |
Tax benefit (expense) | ' | -2 |
Net income | ' | $3 |
Earnings_Per_Common_Share_Addi
Earnings Per Common Share - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Anti-dilutive securities excluded from the calculation of diluted EPS | 104,272 | 0 |
Earnings_Per_Common_Share_Comp
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Income from continuing operations, net of income taxes | $47,146 | $52,958 |
Income from discontinued operations, net of income taxes | 33,253 | 5,979 |
Net income | 80,399 | 58,937 |
Less: Allocations of earnings to unvested restricted stock units | -132 | -237 |
Earnings from continuing operations available to MSCI common shareholders | $80,267 | $58,700 |
Basic weighted average common shares outstanding | 117,582 | 120,746 |
Effect of dilutive securities: | ' | ' |
Stock options and restricted stock units | 1,015 | 956 |
Diluted weighted average common shares outstanding | 118,597 | 121,702 |
Earnings per basic common share from continuing operations | $0.40 | $0.44 |
Earnings per basic common share from discontinued operations | $0.28 | $0.05 |
Earnings per basic common share | $0.68 | $0.49 |
Earnings per diluted common share from continuing operations | $0.40 | $0.43 |
Earnings per diluted common share from discontinued operations | $0.28 | $0.05 |
Earnings per diluted common share | $0.68 | $0.48 |
Property_Equipment_and_Leaseho2
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | 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 | '7 years | '3 years | '21 years | ' |
Computer & related equipment | $89,386 | $86,384 | ' | ' | ' | ' | ' | ' |
Furniture & fixtures | 8,869 | 9,108 | ' | ' | ' | ' | ' | ' |
Leasehold improvements | 48,349 | 52,776 | ' | ' | ' | ' | ' | ' |
Work-in-process | 11,008 | 12,691 | ' | ' | ' | ' | ' | ' |
Subtotal | 157,612 | 160,959 | ' | ' | ' | ' | ' | ' |
Accumulated depreciation and amortization | -77,854 | -75,371 | ' | ' | ' | ' | ' | ' |
Property, equipment and leasehold improvements, net | $79,758 | $85,588 | ' | ' | ' | ' | ' | ' |
Property_Equipment_and_Leaseho3
Property, Equipment and Leasehold Improvements - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property Plant And Equipment [Abstract] | ' | ' |
Depreciation and amortization of property, equipment and leasehold improvements | $5,828 | $4,597 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Beginning balance | $1,798,821 |
Changes to goodwill | -252,093 |
Foreign exchange translation adjustment | 445 |
Goodwill, Ending balance | $1,547,173 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of intangible assets | $11,270 | $11,166 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Components of Intangible Assets by Major Class (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $800,489 | $970,084 |
Accumulated amortization | -338,141 | -374,377 |
Net carrying value | 462,348 | 595,707 |
Customer relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 359,235 | 478,735 |
Accumulated amortization | -100,837 | -125,359 |
Net carrying value | 258,398 | 353,376 |
Trademarks/trade names [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 223,182 | 257,282 |
Accumulated amortization | -72,567 | -75,696 |
Net carrying value | 150,615 | 181,586 |
Technology/software [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 187,184 | 199,778 |
Accumulated amortization | -161,560 | -168,481 |
Net carrying value | 25,624 | 31,297 |
Proprietary process [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | ' | 3,800 |
Accumulated amortization | ' | -2,269 |
Net carrying value | ' | 1,531 |
Proprietary data [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 28,527 | 28,527 |
Accumulated amortization | -2,893 | -2,326 |
Net carrying value | 25,634 | 26,201 |
Subtotal [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 798,128 | 968,122 |
Accumulated amortization | -337,857 | -374,131 |
Net carrying value | 460,271 | 593,991 |
Foreign exchange translation adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 2,361 | 1,962 |
Accumulated amortization | -284 | -246 |
Net carrying value | $2,077 | $1,716 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Remainder 2014 | $34,430 | ' |
2015 | 46,296 | ' |
2016 | 45,772 | ' |
2017 | 40,099 | ' |
2018 | 36,899 | ' |
2019 | 36,115 | ' |
Thereafter | 222,737 | ' |
Total | $462,348 | $595,707 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Feb. 04, 2014 | Dec. 13, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 31, 2013 | Dec. 14, 2012 | Dec. 13, 2012 | Dec. 30, 2013 | Jul. 31, 2013 | Aug. 01, 2013 | Feb. 07, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 4-May-12 | Mar. 31, 2014 | Mar. 31, 2014 | 4-May-12 | Dec. 12, 2013 | Dec. 12, 2013 | Dec. 12, 2013 |
Treasury stock [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] | August 2013 ASR program [Member] | August 2013 ASR program [Member] | August 2013 ASR program [Member] | February 2014 ASR program [Member] | 2010 term loan [Member] | 2011 term loan [Member] | Prepaid and other assets [Member] | Other non-current assets [Member] | Revolving credit facility [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan A [Member] | Term loan A [Member] | Senior secured revolving facility [Member] | Senior secured revolving facility [Member] | Senior secured revolving facility [Member] | Quarterly periods from December 12, 2013 through December 31, 2015 [Member] | Quarterly periods from January 1, 2016 through September 30, 2018 [Member] | Quarter ending December 31, 2018 [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] | Accelerated share repurchase program [Member] | Minimum [Member] | Maximum [Member] | Amended and restated credit facility [Member] | Amended and restated credit facility [Member] | Amended and restated credit facility [Member] | Amended and restated credit facility [Member] | ||||||||||||||||||
Derivative | |||||||||||||||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rent expense | ' | ' | $6,300,000 | $5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase program authorizing the purchase of shares | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchases, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares | ' | ' | ' | ' | ' | ' | ' | ' | 0.8 | 2.2 | ' | 0.5 | 1.9 | ' | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares, average purchase price paid per share | ' | ' | ' | ' | ' | ' | ' | ' | $33.47 | ' | ' | $41.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders equity period increase decrease | ' | ' | 100,000,000 | ' | ' | 70,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' |
Prepayment of Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,100,000 | 10,100,000 | 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 following three years, with the exception of the final payment in December 2018, which will be $658.1 million (assuming no further prepayments). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial bearing interest rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.15% | ' | ' | ' | ' | ' | ' | ' | ' |
Current maturities of long-term debt | ' | ' | 19,775,000 | ' | 19,772,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt current | ' | ' | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | ' | ' | 783,065,000 | ' | 788,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt non current | ' | ' | 1,600,000 | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing fees unamortized | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized deferred financing fees | ' | ' | 445,000 | 762,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of discount on long-term debt | ' | ' | 121,000 | 246,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of debt obligations | ' | ' | 806,900,000 | ' | 812,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings restricted as to the payments of dividends | ' | ' | 850,655,000 | ' | 770,256,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available for restricted payments | ' | ' | 482,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forwards, notional amount | ' | ' | ' | ' | ' | ' | ' | $27,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of foreign currency forwards | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) (Derivatives not designated as hedging instruments [Member], Foreign exchange contracts [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other accrued liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability derivatives | ($38) | ($156) |
Prepaid and other assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset derivatives | $64 | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies - Interest Rate Swaps and Derivative Instruments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
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) | $160 | $522 |
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) | ' | -593 |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ' | ' |
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) | ' | ' |
Fair_Value_Measures_Summary_of
Fair Value Measures - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange contracts, Assets | $64 | ' |
Foreign exchange contracts, Liabilities | -38 | -156 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange contracts, Assets | ' | ' |
Foreign exchange contracts, Liabilities | ' | ' |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange contracts, Assets | 64 | ' |
Foreign exchange contracts, Liabilities | -38 | -156 |
Significant unobservable inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange contracts, Assets | ' | ' |
Foreign exchange contracts, Liabilities | ' | ' |
Fair_Value_Measures_Additional
Fair Value Measures - Additional Information (Detail) (USD $) | Dec. 31, 2013 |
Fair Value Disclosures [Abstract] | ' |
Financial assets | ' |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Pension and post-retirement benefit expenses | $7.30 | $5.80 |
Percentage of additional contribution from the Company to employees' cash compensation | 3.00% | ' |
Defined contribution plan expenses | 6.7 | 5.2 |
Net periodic benefit expense | 0.6 | 0.6 |
Cost of services [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Pension and post-retirement benefit expenses | 4.2 | 3.3 |
Selling, general and administrative [Member] | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Pension and post-retirement benefit expenses | $3.10 | $2.50 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Examination [Line Items] | ' | ' |
Provision for income taxes | $26,385,000 | $21,232,000 |
Effective tax rate | 35.90% | 28.60% |
Amounts effect on effective tax rate | $200,000 | $3,900,000 |
Decrease in effective tax rate | 0.20% | 5.30% |
Significant change in unrecognized tax benefits, reasonably possible (in months) | '12 | ' |
Significant change in unrecognized tax benefits, not possible (in months) | '12 | ' |
New York State and City [Member] | Morgan Stanley [Member] | Minimum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Tax years under examination | '2007 | ' |
New York State and City [Member] | Morgan Stanley [Member] | Maximum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Tax years under examination | '2008 | ' |
Internal Revenue Service (IRS) [Member] | Morgan Stanley [Member] | Minimum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Tax years under examination | '2006 | ' |
Internal Revenue Service (IRS) [Member] | Morgan Stanley [Member] | Maximum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Tax years under examination | '2008 | ' |
Income_Taxes_Summary_of_Major_
Income Taxes - Summary of Major Tax Jurisdictions and Open Tax Years (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
United States [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2005 |
United States [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
California [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2009 |
California [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
New York State [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007 |
New York State [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
New York City [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007 |
New York City [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
Hong Kong [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2007 |
Hong Kong [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
United Kingdom [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
Canada [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2006 |
Canada [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
Japan [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2009 |
Japan [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2012 |
INDIA | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2008 |
INDIA | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2013 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 0 Months Ended | 3 Months Ended |
Mar. 17, 2014 | Mar. 31, 2014 | |
Segment | Segment | |
Segment Reporting [Abstract] | ' | ' |
Number of operating segments | 1 | 1 |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | $239,688 | $219,469 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 110,832 | 101,268 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 9,427 | 7,767 |
Total Americas [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 120,259 | 109,035 |
United Kingdom [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 37,476 | 34,018 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 51,128 | 46,440 |
Total EMEA [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 88,604 | 80,458 |
Japan [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 11,960 | 12,116 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 18,865 | 17,860 |
Total Asia & Australia [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | $30,825 | $29,976 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | $2,089,279 | $2,480,116 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,931,255 | 2,323,781 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 3,959 | 4,082 |
Total Americas [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,935,214 | 2,327,863 |
United Kingdom [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 132,864 | 133,411 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 13,515 | 11,871 |
Total EMEA [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 146,379 | 145,282 |
Japan [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,177 | 1,543 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 6,509 | 5,428 |
Total Asia & Australia [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | $7,686 | $6,971 |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 29, 2013 | Mar. 31, 2014 |
Institutional Shareholder Services Inc [Member] | Investor Force Holdings, Inc. [Member] | Investor Force Holdings, Inc. [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Company paid cash to acquire property | ' | ' | ' | $23,600,000 | ' |
Date of acquisition | ' | ' | ' | ' | 29-Jan-13 |
Purchase price allocated to goodwill | 1,547,173,000 | 1,798,821,000 | ' | ' | 11,600,000 |
Purchase price allocated to identifiable intangible assets | ' | ' | ' | ' | 9,100,000 |
Purchase price allocated for assets other than identifiable intangible assets | ' | ' | ' | ' | 6,400,000 |
Purchase price allocated to other liabilities | ' | ' | ' | ' | 3,500,000 |
Proceeds from sale of business | ' | ' | $367,400,000 | ' | ' |
Discontinued operations, disposal date | ' | ' | 30-Apr-14 | ' | ' |