Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
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 | ' | 116,536,867 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Financial Condition (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $683,239 | $358,434 |
Accounts receivable (net of allowances of $790 and $1,280 at June 30, 2014 and December 31, 2013, respectively) | 213,432 | 169,490 |
Deferred taxes | 46,023 | 52,888 |
Prepaid taxes | 33,570 | 14,568 |
Prepaid and other assets | 30,629 | 28,890 |
Total current assets | 1,006,893 | 624,270 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $92,279 and $75,371 at June 30, 2014 and December 31, 2013, respectively) | 94,803 | 85,588 |
Goodwill | 1,561,120 | 1,813,164 |
Intangible assets (net of accumulated amortization of $349,747 and $374,377 at June 30, 2014 and December 31, 2013, respectively) | 454,525 | 595,707 |
Other non-current assets | 15,894 | 17,386 |
Total assets | 3,133,235 | 3,136,115 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Accounts payable | 1,859 | 1,198 |
Accrued compensation and related benefits | 69,171 | 121,124 |
Other accrued liabilities | 60,720 | 41,212 |
Current maturities of long-term debt | 19,778 | 19,772 |
Deferred revenue | 323,963 | 319,735 |
Total current liabilities | 475,491 | 503,041 |
Long-term debt, net of current maturities | 778,119 | 788,010 |
Deferred taxes | 172,241 | 234,649 |
Other non-current liabilities | 40,706 | 46,068 |
Total liabilities | 1,466,557 | 1,571,768 |
Commitments and Contingencies (see Note 8) | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued) | 0 | 0 |
Common stock (par value $0.01; 750,000,000 common shares authorized; 126,377,635 and 125,555,268 common shares issued and 116,365,622 and 118,083,111 common shares outstanding at June 30, 2014 and December 31, 2013, respectively) | 1,264 | 1,256 |
Treasury shares, at cost (10,012,013 and 7,472,157 common shares held at June 30, 2014 and December 31, 2013, respectively) | -377,626 | -268,391 |
Additional paid in capital | 1,097,549 | 1,073,157 |
Retained earnings | 947,034 | 758,975 |
Accumulated other comprehensive income (loss) | -1,543 | -650 |
Total shareholders' equity | 1,666,678 | 1,564,347 |
Total liabilities and shareholders' equity | $3,133,235 | $3,136,115 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $790 | $1,280 |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | 92,279 | 75,371 |
Intangible assets, accumulated amortization | $349,747 | $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 | 126,377,635 | 125,555,268 |
Common stock, shares outstanding | 116,365,622 | 118,083,111 |
Treasury shares | 10,012,013 | 7,472,157 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Operating revenues | $254,226 | $228,423 | $493,914 | $447,892 |
Operating expenses: | ' | ' | ' | ' |
Cost of services | 76,816 | 69,696 | 152,243 | 134,996 |
Selling, general and administrative | 71,516 | 52,842 | 139,174 | 108,357 |
Amortization of intangible assets | 11,442 | 11,222 | 22,712 | 22,388 |
Depreciation and amortization of property, equipment and leasehold improvements | 5,921 | 4,774 | 11,749 | 9,371 |
Total operating expenses | 165,695 | 138,534 | 325,878 | 275,112 |
Operating income | 88,531 | 89,889 | 168,036 | 172,780 |
Interest income | -192 | -186 | -348 | -423 |
Interest expense | 5,366 | 6,499 | 10,425 | 13,515 |
Other expense (income) | -726 | -328 | 345 | 1,594 |
Other expense (income), net | 4,448 | 5,985 | 10,422 | 14,686 |
Income from continuing operations before provision for income taxes | 84,083 | 83,904 | 157,614 | 158,094 |
Provision for income taxes | 27,280 | 27,763 | 53,665 | 48,995 |
Income from continuing operations | 56,803 | 56,141 | 103,949 | 109,099 |
Income from discontinued operations, net of income taxes | 50,857 | 4,912 | 84,110 | 10,891 |
Net income | $107,660 | $61,053 | $188,059 | $119,990 |
Earnings per basic common share: | ' | ' | ' | ' |
Earnings per basic common share from continuing operations | $0.48 | $0.46 | $0.89 | $0.90 |
Earnings per basic common share from discontinued operations | $0.44 | $0.04 | $0.71 | $0.09 |
Earnings per basic common share | $0.92 | $0.50 | $1.60 | $0.99 |
Earnings per diluted common share: | ' | ' | ' | ' |
Earnings per diluted common share from continuing operations | $0.48 | $0.46 | $0.88 | $0.89 |
Earnings per diluted common share from discontinued operations | $0.43 | $0.04 | $0.71 | $0.09 |
Earnings per diluted common share | $0.91 | $0.50 | $1.59 | $0.98 |
Weighted average shares outstanding used in computing earnings per share: | ' | ' | ' | ' |
Basic | 116,702 | 121,149 | 117,140 | 120,949 |
Diluted | 117,664 | 122,069 | 118,128 | 121,887 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $107,660 | $61,053 | $188,059 | $119,990 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustments | -2,758 | -2,312 | -1,726 | -7,774 |
Income tax effect | 1,065 | 888 | 665 | 2,998 |
Foreign currency translation adjustments, net | -1,693 | -1,424 | -1,061 | -4,776 |
Unrealized gains (losses) on cash flow hedges | 0 | 574 | 0 | 1,167 |
Income tax effect | 0 | -221 | 0 | -447 |
Unrealized gains (losses) on cash flow hedges, net | 0 | 353 | 0 | 720 |
Unrealized gains (losses) on available-for-sale securities | 0 | ' | 0 | -5 |
Income tax effect | 0 | ' | 0 | 2 |
Unrealized gains (losses) on available-for-sale securities, net | 0 | ' | 0 | -3 |
Pension and other post-retirement adjustments | 173 | 23 | 166 | 115 |
Income tax effect | -2 | -2 | 2 | -33 |
Pension and other post-retirement adjustments, net | 171 | 21 | 168 | 82 |
Other comprehensive income (loss), net of tax | -1,522 | -1,050 | -893 | -3,977 |
Comprehensive income | $106,138 | $60,003 | $187,166 | $116,013 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net income | $188,059 | $119,990 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Amortization of intangible assets | 22,712 | 22,388 |
Stock-based compensation expense | 12,457 | 12,829 |
Depreciation and amortization of property, equipment and leasehold improvements | 11,749 | 9,371 |
Amortization of debt origination fees | 888 | 1,474 |
Deferred taxes | 3,475 | 3,356 |
Amortization of discount on long-term debt | 240 | 474 |
Excess tax benefits from stock-based compensation | -2,773 | -1,402 |
Gain on disposition of subsidiary, net of costs | -84,615 | ' |
Other non-cash adjustments | 548 | -857 |
Changes in assets and liabilities, net of assets and liabilities acquired: | ' | ' |
Accounts receivable | -59,081 | -7,936 |
Prepaid income taxes | -19,578 | -11,555 |
Prepaid and other assets | -6,181 | 1,198 |
Accounts payable | 1,229 | -2,343 |
Deferred revenue | 54,484 | 41,319 |
Accrued compensation and related benefits | -42,237 | -42,399 |
Other accrued liabilities | 11,790 | -3,779 |
Other | -2,073 | 6,986 |
Net cash provided by operating activities | 94,052 | 156,676 |
Cash flows from investing activities | ' | ' |
Proceeds from redemption of short-term investments | 0 | 70,900 |
Acquisitions, net of cash acquired | 0 | -23,268 |
Dispositions, net of cash provided | 362,811 | ' |
Proceeds from the sale of capital equipment | 8 | ' |
Capitalized software development costs | -3,478 | -806 |
Capital expenditures | -18,486 | -7,685 |
Net cash provided by investing activities | 340,855 | 39,141 |
Cash flows from financing activities | ' | ' |
Repayment of long-term debt | -10,125 | -37,000 |
Repurchase of treasury shares | -108,903 | -9,639 |
Proceeds from exercise of stock options | 5,406 | 6,880 |
Excess tax benefits from stock-based compensation | 2,773 | 1,402 |
Net cash used in financing activities | -110,849 | -38,357 |
Effect of exchange rate changes | 747 | -6,068 |
Net increase (decrease) in cash and cash equivalents | 324,805 | 151,392 |
Cash and cash equivalents, beginning of period | 358,434 | 183,309 |
Cash and cash equivalents, end of period | 683,239 | 334,701 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 9,346 | 10,297 |
Cash paid for income taxes | 71,896 | 62,145 |
Supplemental disclosure of non-cash investing activities: | ' | ' |
Property, equipment and leasehold improvements in other accrued liabilities | $14,576 | $4,568 |
Introduction_and_Basis_of_Pres
Introduction and Basis of Presentation | 6 Months Ended | ||||||||||||
Jun. 30, 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 and six months ended June 30, 2014 and 2013. 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 June 30, 2014 and December 31, 2013, the results of operations and comprehensive income for the three and six months ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 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. | |||||||||||||
Revision | |||||||||||||
In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2014, the Company determined that it had understated its net tax liabilities in certain years prior to December 31, 2012. As a result of these errors, the Company has recorded the following corrections as of December 31, 2013: (i) an $11.3 million decrease to beginning retained earnings, (ii) a $0.7 million decrease to additional paid in capital, (iii) a $12.8 million decrease to prepaid taxes, (iv) a $13.6 million increase to long-term deferred tax liabilities and (v) a $14.3 million increase to goodwill. In accordance with the accounting guidance found in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 250-10, “Accounting Changes and Error Corrections,” the Company has revised its Unaudited Condensed Consolidated Statements of Financial Condition as of December 31, 2013 to reflect these corrections. The Company will revise all other previously reported results as such financial information is included in future filings. | |||||||||||||
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” the Company assessed the materiality of the adjustments and concluded that these corrections were not material to any of its previously issued financial statements. The Company also concluded that its compliance with debt covenants would not have been affected by these adjustments. | |||||||||||||
Accordingly, the Company has revised the Unaudited Condensed Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | |||||||||||||
December 31, 2013 | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
Prepaid taxes | $ | 27,333 | $ | (12,765 | ) | $ | 14,568 | ||||||
Total current assets | $ | 637,035 | $ | (12,765 | ) | $ | 624,270 | ||||||
Goodwill | $ | 1,798,821 | $ | 14,343 | $ | 1,813,164 | |||||||
Total assets | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 | |||||||
Deferred taxes | $ | 221,054 | $ | 13,595 | $ | 234,649 | |||||||
Total liabilities | $ | 1,558,173 | $ | 13,595 | $ | 1,571,768 | |||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Retained earnings | $ | 770,256 | $ | (11,281 | ) | $ | 758,975 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 | ||||||
Total liabilities and shareholders’ equity | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 | |||||||
Concentrations | |||||||||||||
Financial instruments that may potentially subject the Company to concentration risk consist principally of cash deposits. At June 30, 2014 and December 31, 2013, cash and cash equivalent amounts were $683.2 million and $358.4 million, respectively. The Company held no short-term investments at June 30, 2014 or December 31, 2013. The Company receives interest at prevailing money market fund rates on its cash deposits. | |||||||||||||
For the six months ended June 30, 2014, BlackRock, Inc. accounted for 10.4% of the Company’s operating revenues. For the six months ended June 30, 2013, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Recent_Accounting_Standards_Up
Recent Accounting Standards Updates | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Standards Updates | ' |
2. RECENT ACCOUNTING STANDARDS UPDATES | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” or ASU 2013-11. The amendments in this update require that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except under a few limited circumstances. The amendments in this update do not require new recurring disclosures. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-11 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 evaluating the potential impact that the update will have on its unaudited condensed consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers,” or ASU 2014-09. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is evaluating the potential impact that the update will have on its unaudited condensed consolidated financial statements. |
Dispositions_and_Discontinued_
Dispositions and Discontinued Operations | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Dispositions and Discontinued Operations | ' | ||||||||
3. DISPOSITIONS AND DISCONTINUED OPERATIONS | |||||||||
Disposition of CFRA | |||||||||
On March 31, 2013, MSCI completed the sale of its CFRA product line. The value of the disposed assets and liabilities and the resulting gain on disposal were not material to the Company. | |||||||||
Disposition of ISS | |||||||||
On March 17, 2014, MSCI entered into a definitive agreement to sell ISS. The results of operations from ISS and the CFRA product line are reflected in “Income from discontinued operations, net of income taxes” in the Unaudited Condensed Consolidated Statements of Income. | |||||||||
The sale of ISS was completed on April 30, 2014 for $367.4 million, subject to final working capital adjustments. The value of the assets and liabilities of ISS that were disposed, directly attributable transaction costs and the resulting gain on disposal that has been reported in “Income from discontinued operations, net of income taxes” for the three and six months ended June 30, 2014 are as follows: | |||||||||
(in thousands) | |||||||||
Cash proceeds | $ | 367,355 | |||||||
Less: Initial working capital adjustments | (316 | ) | |||||||
Total proceeds | 367,039 | ||||||||
Less assets sold and liabilities relieved resulting from disposal: | |||||||||
Cash and cash equivalents | (4,544 | ) | |||||||
Accounts receivable | (15,765 | ) | |||||||
Deferred taxes (current) | (3,174 | ) | |||||||
Prepaid taxes | (617 | ) | |||||||
Prepaid and other assets | (4,500 | ) | |||||||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) | (8,544 | ) | |||||||
Goodwill | (254,233 | ) | |||||||
Intangible assets (net of accumulated amortization of $50,283) | (121,269 | ) | |||||||
Other non-current assets | (1,645 | ) | |||||||
Accounts payable | 574 | ||||||||
Accrued compensation and related benefits | 6,783 | ||||||||
Other accrued liabilities | 4,034 | ||||||||
Deferred revenue | 51,767 | ||||||||
Deferred taxes (non-current) | 59,129 | ||||||||
Other non-current liabilities | 5,576 | ||||||||
Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments | 4,004 | ||||||||
Net assets sold | (282,424 | ) | |||||||
Less: Transaction costs | (5,946 | ) | |||||||
Gain on sale of ISS | $ | 78,669 | |||||||
Income from discontinued operations. Amounts associated with discontinued operations reflected in the Unaudited Condensed Consolidated Statements of Income for the three months ended June 30, 2014 and 2013 are as follows: | |||||||||
Three Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 10,912 | $ | 29,475 | |||||
Income from discontinued operations before provision for income taxes | $ | 80,147 | $ | 7,355 | |||||
Provision for income taxes | 29,290 | 2,443 | |||||||
Income from discontinued operations, net of income taxes | $ | 50,857 | $ | 4,912 | |||||
Amounts associated with discontinued operations reflected in the Unaudited Condensed Consolidated Statements of Income for the six months ended June 30, 2014 and 2013 are as follows: | |||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 43,122 | $ | 61,915 | |||||
Income from discontinued operations before provision for income taxes | $ | 86,364 | $ | 16,716 | |||||
Provision for income taxes | 2,254 | 5,825 | |||||||
Income from discontinued operations, net of income taxes | $ | 84,110 | $ | 10,891 | |||||
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 the ISS tax basis and book basis. This net deferred tax asset was realized in the three months ended June 30, 2014 upon the closing of the sale, which reflects the tax basis capital loss realized on this book gain. |
Reclassifications_out_of_Accum
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | 6 Months Ended | ||||||||||
Jun. 30, 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 ASC Subtopic 220-10, “Comprehensive Income—Overall,” the following tables present the amounts reclassified from Accumulated other comprehensive income (loss) by the respective line item in the Unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014 and 2013. | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other Comprehensive Income | Amount Reclassified from Accumulated Other | Affected Line Item in the | |||||||||
(Loss) Components | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of | |||||||||||
Income | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (574 | ) | Interest expense | |||||
— | 221 | Tax benefit | |||||||||
$ | — | $ | (353 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | — | Interest income | ||||||
— | — | Tax expense | |||||||||
$ | — | $ | — | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (186 | ) | $ | — | (2) | |||||
6 | — | Tax expense | |||||||||
$ | (180 | ) | $ | — | Net of tax | ||||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (2) | ||||||
Total reclassifications for the period, net of tax | $ | 4,004 | $ | (353 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. | ||||||||||
(2) | These accumulated other comprehensive income components were reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other Comprehensive | Amount Reclassified from Accumulated Other | Affected Line Item in the | |||||||||
Income (Loss) Components | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of | |||||||||||
Income | |||||||||||
Six Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (1,167 | ) | Interest expense | |||||
— | 447 | Tax benefit | |||||||||
$ | — | $ | (720 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (186 | ) | $ | — | (2) | |||||
6 | — | Tax expense | |||||||||
$ | (180 | ) | $ | — | Net of tax | ||||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (2) | ||||||
Total reclassifications for the period, net of tax | $ | 4,004 | $ | (717 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. | ||||||||||
(2) | These accumulated other comprehensive income components were reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. |
Earnings_Per_Common_Share
Earnings Per Common Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 and six months ended June 30, 2014, because of their anti-dilutive effect. There were 224 and 112 stock options excluded from the calculation of diluted EPS for the three and six months ended June 30, 2013, because of their anti-dilutive effect. | |||||||||||||||||
The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Income from continuing operations, net of income taxes | $ | 56,803 | $ | 56,141 | $ | 103,949 | $ | 109,099 | |||||||||
Income from discontinued operations, net of income taxes | 50,857 | 4,912 | 84,110 | 10,891 | |||||||||||||
Net income | $ | 107,660 | $ | 61,053 | $ | 188,059 | $ | 119,990 | |||||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (153 | ) | (239 | ) | (268 | ) | (469 | ) | |||||||||
Earnings available to MSCI common shareholders | $ | 107,507 | $ | 60,814 | $ | 187,791 | $ | 119,521 | |||||||||
Basic weighted average common shares outstanding | 116,702 | 121,149 | 117,140 | 120,949 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options and restricted stock units | 962 | 920 | 988 | 938 | |||||||||||||
Diluted weighted average common shares outstanding | 117,664 | 122,069 | 118,128 | 121,887 | |||||||||||||
Earnings per basic common share from continuing operations | $ | 0.48 | $ | 0.46 | $ | 0.89 | $ | 0.9 | |||||||||
Earnings per basic common share from discontinued operations | 0.44 | 0.04 | 0.71 | 0.09 | |||||||||||||
Earnings per basic common share | $ | 0.92 | $ | 0.5 | $ | 1.6 | $ | 0.99 | |||||||||
Earnings per diluted common share from continuing operations | $ | 0.48 | $ | 0.46 | $ | 0.88 | $ | 0.89 | |||||||||
Earnings per diluted common share from discontinued operations | 0.43 | 0.04 | 0.71 | 0.09 | |||||||||||||
Earnings per diluted common share | $ | 0.91 | $ | 0.5 | $ | 1.59 | $ | 0.98 | |||||||||
(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 | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Property, Equipment and Leasehold Improvements | ' | ||||||||||
6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | |||||||||||
Property, equipment and leasehold improvements at June 30, 2014 and December 31, 2013 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | June 30, | December 31, | ||||||||
Useful Lives | 2014(1) | 2013 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 97,858 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 9,377 | 9,108 | ||||||||
Leasehold improvements | 3 to 21 years | 52,678 | 52,776 | ||||||||
Work-in-process | — | 27,169 | 12,691 | ||||||||
Subtotal | 187,082 | 160,959 | |||||||||
Accumulated depreciation and amortization | (92,279 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 94,803 | $ | 85,588 | |||||||
-1 | Property, equipment and leasehold improvements as of June 30, 2014 reflects the disposal of the property, equipment and leasehold improvements associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. | ||||||||||
Depreciation and amortization expense of property, equipment and leasehold improvements was $5.9 million and $4.8 million for the three months ended June 30, 2014 and 2013, respectively. Depreciation and amortization expense of property, equipment and leasehold improvements was $11.7 million and $9.4 million for the six months ended June 30, 2014 and 2013, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
7. GOODWILL AND INTANGIBLE ASSETS | |||||||||
Goodwill | |||||||||
The Company carries goodwill reflected in the table below: | |||||||||
Goodwill | |||||||||
(in thousands) | |||||||||
Goodwill at December 31, 2013 | $ | 1,813,164 | |||||||
Changes to goodwill (1) | (254,233 | ) | |||||||
Foreign exchange translation adjustment | 2,189 | ||||||||
Goodwill at June 30, 2014 | $ | 1,561,120 | |||||||
(1) | Changes to goodwill reflect the disposal of the goodwill associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. | ||||||||
Intangible Assets | |||||||||
Amortization expense related to intangible assets for the three months ended June 30, 2014 and 2013 was $11.4 million and $11.2 million, respectively. Amortization expense related to intangible assets for the six months ended June 30, 2014 and 2013 was $22.7 million and $22.4 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) | June 30, | December 31, | |||||||
2014(1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 359,235 | $ | 478,735 | |||||
Trademarks/trade names | 223,182 | 257,282 | |||||||
Technology/software | 189,405 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,527 | 28,527 | |||||||
Subtotal | 800,349 | 968,122 | |||||||
Foreign exchange translation adjustment | 3,923 | 1,962 | |||||||
Total gross intangible assets | $ | 804,272 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (107,075 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (75,518 | ) | (75,696 | ) | |||||
Technology/software | (163,236 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (3,469 | ) | (2,326 | ) | |||||
Subtotal | (349,298 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | (449 | ) | (246 | ) | |||||
Total accumulated amortization | $ | (349,747 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 252,160 | $ | 353,376 | |||||
Trademarks/trade names | 147,664 | 181,586 | |||||||
Technology/software | 26,169 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 25,058 | 26,201 | |||||||
Subtotal | 451,051 | 593,991 | |||||||
Foreign exchange translation adjustment | 3,474 | 1,716 | |||||||
Total net intangible assets | $ | 454,525 | $ | 595,707 | |||||
(1) | Intangible assets and the associated accumulated amortization as of June 30, 2014 reflect the disposal of the amounts associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. | ||||||||
The estimated amortization expense for succeeding years is presented below: | |||||||||
Fiscal Year | Amortization Expense | ||||||||
(in thousands) | |||||||||
Remainder 2014 | $ | 23,053 | |||||||
2015 | 46,590 | ||||||||
2016 | 46,070 | ||||||||
2017 | 40,572 | ||||||||
2018 | 37,824 | ||||||||
Thereafter | 260,416 | ||||||||
Total | $ | 454,525 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||||||||
Jun. 30, 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 June 30, 2014 and 2013 was $6.8 million and $5.7 million, respectively. Rent expense for the six months ended June 30, 2014 and 2013 was $13.4 million and $11.5 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”). As a result of the February 2014 ASR Program, the Company received 1.7 million shares on February 7, 2014 and 0.6 million shares on May 5, 2014 for a combined average purchase price of $43.10 per share. | |||||||||||
On 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. | |||||||||||
Acquisition of GMI Ratings. On June 27, 2014, the Company announced that it plans to acquire GMI Ratings, a provider of ESG ratings and research to institutional investors, for a total cash consideration of $15.0 million, subject to customary closing conditions. The deal is expected to close during the quarter ending September 30, 2014. | |||||||||||
Long-term debt. On June 1, 2010, the Company entered into a senior secured credit facility (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. 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 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 (the “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 June 30, 2014, the 2012 Term Loan bore interest at LIBOR plus a margin of 2.25%, or 2.40%. | |||||||||||
Current maturities of long-term debt at June 30, 2014 were $19.8 million, net of a $0.5 million discount. Long-term debt, net of current maturities at June 30, 2014 was $778.1 million, net of a $1.5 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 June 30, 2014, $7.4 million of the deferred financing fees remain unamortized, $1.7 million of which is included in “Prepaid and other assets” and $5.7 million of which is included in “Other non-current assets” on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition. | |||||||||||
The Company amortized $0.4 million and $0.7 million of deferred financing fees in interest expense during the three months ended June 30, 2014 and 2013, respectively. The Company amortized $0.9 million and $1.5 million of deferred financing fees in interest expense during the six months ended June 30, 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 June 30, 2014 and 2013, respectively. Approximately $0.2 million and $0.5 million of debt discount were amortized in interest expense during the six months ended June 30, 2014 and 2013, respectively. | |||||||||||
At June 30, 2014 and December 31, 2013, the fair market value of the Company’s debt obligations were $801.9 million and $812.0 million, respectively. The fair market value is determined in accordance with accounting standards related to the determination of fair value and represents Level 2 valuations. The Company utilizes the market approach and obtains security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values. | |||||||||||
As of June 30, 2014, the Company’s retained earnings of $947.0 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 June 30, 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 six months ended June 30, 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. | |||||||||||
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. | |||||||||||
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 June 30, 2014, the Company had one outstanding foreign currency forward with a notional amount of $13.0 million that was not designated as a hedge in a qualifying hedging relationship. | |||||||||||
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) | Location in the Unaudited | As of | As of | ||||||||
Condensed | June 30, 2014 | December 31, 2013 | |||||||||
Consolidated Statements of | |||||||||||
Financial Condition | |||||||||||
Non-designated hedging instruments: | |||||||||||
Liability derivatives: | |||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (154 | ) | $ | (156 | ) | ||||
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. | |||||||||||
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 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 June 30, | ||||||||||
2014 | 2013 | ||||||||||
Foreign exchange contracts | Other expense | $ | (407 | ) | $ | 159 | |||||
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 | Six Months Ended June 30, | ||||||||||
2014 | 2013 | ||||||||||
Foreign exchange contracts | Other expense | $ | (567 | ) | $ | 1,657 |
Income_Taxes
Income Taxes | 6 Months Ended | ||
Jun. 30, 2014 | |||
Income Tax Disclosure [Abstract] | ' | ||
Income Taxes | ' | ||
9. INCOME TAXES | |||
The Company’s provision for income taxes was $53.7 million and $49.0 million for the six months ended June 30, 2014 and 2013, respectively. These amounts reflect effective tax rates of 34.0% and 31.0% for the six months ended June 30, 2014 and 2013, respectively. | |||
The effective tax rate of 34.0% for the six months ended June 30, 2014 reflects the Company’s estimate of the effective tax rate for the period and is impacted by certain discrete items totaling $2.7 million related to state taxes and the release of reserves associated with certain IRS examinations, the effect of which was to decrease the Company’s effective tax rate by 1.8 percentage points. The effective tax rate of 31.0% for the six months ended June 30, 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 2.5 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 to 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 | 2008-2013 | ||
United Kingdom | 2012 | ||
Canada | 2006-2013 | ||
Japan | 2009-2013 | ||
India | 2008-2013 |
Segment_Information
Segment Information | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
10. 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, “Dispositions and Discontinued Operations,” 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 | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 118,226 | $ | 102,156 | $ | 229,058 | $ | 203,424 | |||||||||
Other | 9,363 | 7,769 | 18,790 | 15,536 | |||||||||||||
Total Americas | 127,589 | 109,925 | 247,848 | 218,960 | |||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 38,381 | 33,709 | 75,857 | 67,727 | |||||||||||||
Other | 57,500 | 56,968 | 108,628 | 103,408 | |||||||||||||
Total EMEA | 95,881 | 90,677 | 184,485 | 171,135 | |||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 11,852 | 11,121 | 23,812 | 23,237 | |||||||||||||
Other | 18,904 | 16,700 | 37,769 | 34,560 | |||||||||||||
Total Asia & Australia | 30,756 | 27,821 | 61,581 | 57,797 | |||||||||||||
Total | $ | 254,226 | $ | 228,423 | $ | 493,914 | $ | 447,892 | |||||||||
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 | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014(1) | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 1,948,596 | $ | 2,338,124 | |||||||||||||
Other | 3,952 | 4,082 | |||||||||||||||
Total Americas | 1,952,548 | 2,342,206 | |||||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 134,977 | 133,411 | |||||||||||||||
Other | 12,926 | 11,871 | |||||||||||||||
Total EMEA | 147,903 | 145,282 | |||||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 1,127 | 1,543 | |||||||||||||||
Other | 8,870 | 5,428 | |||||||||||||||
Total Asia & Australia | 9,997 | 6,971 | |||||||||||||||
Total | $ | 2,110,448 | $ | 2,494,459 | |||||||||||||
(1) | Long-lived assets as of June 30, 2014 reflects the disposal of the amounts associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. |
Introduction_and_Basis_of_Pres1
Introduction and Basis of Presentation (Policies) | 6 Months Ended | ||||||||||||
Jun. 30, 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 June 30, 2014 and December 31, 2013, the results of operations and comprehensive income for the three and six months ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 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. | |||||||||||||
Revision | ' | ||||||||||||
Revision | |||||||||||||
In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2014, the Company determined that it had understated its net tax liabilities in certain years prior to December 31, 2012. As a result of these errors, the Company has recorded the following corrections as of December 31, 2013: (i) an $11.3 million decrease to beginning retained earnings, (ii) a $0.7 million decrease to additional paid in capital, (iii) a $12.8 million decrease to prepaid taxes, (iv) a $13.6 million increase to long-term deferred tax liabilities and (v) a $14.3 million increase to goodwill. In accordance with the accounting guidance found in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 250-10, “Accounting Changes and Error Corrections,” the Company has revised its Unaudited Condensed Consolidated Statements of Financial Condition as of December 31, 2013 to reflect these corrections. The Company will revise all other previously reported results as such financial information is included in future filings. | |||||||||||||
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” the Company assessed the materiality of the adjustments and concluded that these corrections were not material to any of its previously issued financial statements. The Company also concluded that its compliance with debt covenants would not have been affected by these adjustments. | |||||||||||||
Accordingly, the Company has revised the Unaudited Condensed Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | |||||||||||||
December 31, 2013 | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
Prepaid taxes | $ | 27,333 | $ | (12,765 | ) | $ | 14,568 | ||||||
Total current assets | $ | 637,035 | $ | (12,765 | ) | $ | 624,270 | ||||||
Goodwill | $ | 1,798,821 | $ | 14,343 | $ | 1,813,164 | |||||||
Total assets | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 | |||||||
Deferred taxes | $ | 221,054 | $ | 13,595 | $ | 234,649 | |||||||
Total liabilities | $ | 1,558,173 | $ | 13,595 | $ | 1,571,768 | |||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Retained earnings | $ | 770,256 | $ | (11,281 | ) | $ | 758,975 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 | ||||||
Total liabilities and shareholders’ equity | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 | |||||||
Concentrations | ' | ||||||||||||
Concentrations | |||||||||||||
Financial instruments that may potentially subject the Company to concentration risk consist principally of cash deposits. At June 30, 2014 and December 31, 2013, cash and cash equivalent amounts were $683.2 million and $358.4 million, respectively. The Company held no short-term investments at June 30, 2014 or December 31, 2013. The Company receives interest at prevailing money market fund rates on its cash deposits. | |||||||||||||
For the six months ended June 30, 2014, BlackRock, Inc. accounted for 10.4% of the Company’s operating revenues. For the six months ended June 30, 2013, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Introduction_and_Basis_of_Pres2
Introduction and Basis of Presentation (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Revised Condensed Consolidated Financial Statements Amounts Previously Reported | ' | ||||||||||||
Accordingly, the Company has revised the Unaudited Condensed Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | |||||||||||||
December 31, 2013 | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
Prepaid taxes | $ | 27,333 | $ | (12,765 | ) | $ | 14,568 | ||||||
Total current assets | $ | 637,035 | $ | (12,765 | ) | $ | 624,270 | ||||||
Goodwill | $ | 1,798,821 | $ | 14,343 | $ | 1,813,164 | |||||||
Total assets | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 | |||||||
Deferred taxes | $ | 221,054 | $ | 13,595 | $ | 234,649 | |||||||
Total liabilities | $ | 1,558,173 | $ | 13,595 | $ | 1,571,768 | |||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Retained earnings | $ | 770,256 | $ | (11,281 | ) | $ | 758,975 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 | ||||||
Total liabilities and shareholders’ equity | $ | 3,134,537 | $ | 1,578 | $ | 3,136,115 |
Dispositions_and_Discontinued_1
Dispositions and Discontinued Operations (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Schedule of Value of Assets and Liabilities Disposed | ' | ||||||||
The value of the assets and liabilities of ISS that were disposed, directly attributable transaction costs and the resulting gain on disposal that has been reported in “Income from discontinued operations, net of income taxes” for the three and six months ended June 30, 2014 are as follows: | |||||||||
(in thousands) | |||||||||
Cash proceeds | $ | 367,355 | |||||||
Less: Initial working capital adjustments | (316 | ) | |||||||
Total proceeds | 367,039 | ||||||||
Less assets sold and liabilities relieved resulting from disposal: | |||||||||
Cash and cash equivalents | (4,544 | ) | |||||||
Accounts receivable | (15,765 | ) | |||||||
Deferred taxes (current) | (3,174 | ) | |||||||
Prepaid taxes | (617 | ) | |||||||
Prepaid and other assets | (4,500 | ) | |||||||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) | (8,544 | ) | |||||||
Goodwill | (254,233 | ) | |||||||
Intangible assets (net of accumulated amortization of $50,283) | (121,269 | ) | |||||||
Other non-current assets | (1,645 | ) | |||||||
Accounts payable | 574 | ||||||||
Accrued compensation and related benefits | 6,783 | ||||||||
Other accrued liabilities | 4,034 | ||||||||
Deferred revenue | 51,767 | ||||||||
Deferred taxes (non-current) | 59,129 | ||||||||
Other non-current liabilities | 5,576 | ||||||||
Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments | 4,004 | ||||||||
Net assets sold | (282,424 | ) | |||||||
Less: Transaction costs | (5,946 | ) | |||||||
Gain on sale of ISS | $ | 78,669 | |||||||
Schedule of Income Amounts Associated with Discontinued Operations | ' | ||||||||
Income from discontinued operations. Amounts associated with discontinued operations reflected in the Unaudited Condensed Consolidated Statements of Income for the three months ended June 30, 2014 and 2013 are as follows: | |||||||||
Three Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 10,912 | $ | 29,475 | |||||
Income from discontinued operations before provision for income taxes | $ | 80,147 | $ | 7,355 | |||||
Provision for income taxes | 29,290 | 2,443 | |||||||
Income from discontinued operations, net of income taxes | $ | 50,857 | $ | 4,912 | |||||
Amounts associated with discontinued operations reflected in the Unaudited Condensed Consolidated Statements of Income for the six months ended June 30, 2014 and 2013 are as follows: | |||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Revenue from discontinued operations | $ | 43,122 | $ | 61,915 | |||||
Income from discontinued operations before provision for income taxes | $ | 86,364 | $ | 16,716 | |||||
Provision for income taxes | 2,254 | 5,825 | |||||||
Income from discontinued operations, net of income taxes | $ | 84,110 | $ | 10,891 | |||||
Reclassifications_out_of_Accum1
Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 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 Comprehensive Income | Amount Reclassified from Accumulated Other | Affected Line Item in the | |||||||||
(Loss) Components | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of | |||||||||||
Income | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (574 | ) | Interest expense | |||||
— | 221 | Tax benefit | |||||||||
$ | — | $ | (353 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | — | Interest income | ||||||
— | — | Tax expense | |||||||||
$ | — | $ | — | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (186 | ) | $ | — | (2) | |||||
6 | — | Tax expense | |||||||||
$ | (180 | ) | $ | — | Net of tax | ||||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (2) | ||||||
Total reclassifications for the period, net of tax | $ | 4,004 | $ | (353 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. | ||||||||||
(2) | These accumulated other comprehensive income components were reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other Comprehensive | Amount Reclassified from Accumulated Other | Affected Line Item in the | |||||||||
Income (Loss) Components | Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of | |||||||||||
Income | |||||||||||
Six Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (1,167 | ) | Interest expense | |||||
— | 447 | Tax benefit | |||||||||
$ | — | $ | (720 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (186 | ) | $ | — | (2) | |||||
6 | — | Tax expense | |||||||||
$ | (180 | ) | $ | — | Net of tax | ||||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (2) | ||||||
Total reclassifications for the period, net of tax | $ | 4,004 | $ | (717 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Unaudited Condensed Consolidated Statements of Income. | ||||||||||
(2) | These accumulated other comprehensive income components were reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Income from continuing operations, net of income taxes | $ | 56,803 | $ | 56,141 | $ | 103,949 | $ | 109,099 | |||||||||
Income from discontinued operations, net of income taxes | 50,857 | 4,912 | 84,110 | 10,891 | |||||||||||||
Net income | $ | 107,660 | $ | 61,053 | $ | 188,059 | $ | 119,990 | |||||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (153 | ) | (239 | ) | (268 | ) | (469 | ) | |||||||||
Earnings available to MSCI common shareholders | $ | 107,507 | $ | 60,814 | $ | 187,791 | $ | 119,521 | |||||||||
Basic weighted average common shares outstanding | 116,702 | 121,149 | 117,140 | 120,949 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options and restricted stock units | 962 | 920 | 988 | 938 | |||||||||||||
Diluted weighted average common shares outstanding | 117,664 | 122,069 | 118,128 | 121,887 | |||||||||||||
Earnings per basic common share from continuing operations | $ | 0.48 | $ | 0.46 | $ | 0.89 | $ | 0.9 | |||||||||
Earnings per basic common share from discontinued operations | 0.44 | 0.04 | 0.71 | 0.09 | |||||||||||||
Earnings per basic common share | $ | 0.92 | $ | 0.5 | $ | 1.6 | $ | 0.99 | |||||||||
Earnings per diluted common share from continuing operations | $ | 0.48 | $ | 0.46 | $ | 0.88 | $ | 0.89 | |||||||||
Earnings per diluted common share from discontinued operations | 0.43 | 0.04 | 0.71 | 0.09 | |||||||||||||
Earnings per diluted common share | $ | 0.91 | $ | 0.5 | $ | 1.59 | $ | 0.98 | |||||||||
(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) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||
Schedule of Property, Equipment and Leasehold Improvements | ' | ||||||||||
Property, equipment and leasehold improvements at June 30, 2014 and December 31, 2013 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | June 30, | December 31, | ||||||||
Useful Lives | 2014(1) | 2013 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 97,858 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 9,377 | 9,108 | ||||||||
Leasehold improvements | 3 to 21 years | 52,678 | 52,776 | ||||||||
Work-in-process | — | 27,169 | 12,691 | ||||||||
Subtotal | 187,082 | 160,959 | |||||||||
Accumulated depreciation and amortization | (92,279 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 94,803 | $ | 85,588 | |||||||
-1 | Property, equipment and leasehold improvements as of June 30, 2014 reflects the disposal of the property, equipment and leasehold improvements associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 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 | $ | 1,813,164 | |||||||
Changes to goodwill (1) | (254,233 | ) | |||||||
Foreign exchange translation adjustment | 2,189 | ||||||||
Goodwill at June 30, 2014 | $ | 1,561,120 | |||||||
(1) | Changes to goodwill reflect the disposal of the goodwill associated with the sale of ISS. See Note 3, “Dispositions and 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) | June 30, | December 31, | |||||||
2014(1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 359,235 | $ | 478,735 | |||||
Trademarks/trade names | 223,182 | 257,282 | |||||||
Technology/software | 189,405 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,527 | 28,527 | |||||||
Subtotal | 800,349 | 968,122 | |||||||
Foreign exchange translation adjustment | 3,923 | 1,962 | |||||||
Total gross intangible assets | $ | 804,272 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (107,075 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (75,518 | ) | (75,696 | ) | |||||
Technology/software | (163,236 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (3,469 | ) | (2,326 | ) | |||||
Subtotal | (349,298 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | (449 | ) | (246 | ) | |||||
Total accumulated amortization | $ | (349,747 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 252,160 | $ | 353,376 | |||||
Trademarks/trade names | 147,664 | 181,586 | |||||||
Technology/software | 26,169 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 25,058 | 26,201 | |||||||
Subtotal | 451,051 | 593,991 | |||||||
Foreign exchange translation adjustment | 3,474 | 1,716 | |||||||
Total net intangible assets | $ | 454,525 | $ | 595,707 | |||||
(1) | Intangible assets and the associated accumulated amortization as of June 30, 2014 reflect the disposal of the amounts associated with the sale of ISS. See Note 3, “Dispositions and 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 | $ | 23,053 | |||||||
2015 | 46,590 | ||||||||
2016 | 46,070 | ||||||||
2017 | 40,572 | ||||||||
2018 | 37,824 | ||||||||
Thereafter | 260,416 | ||||||||
Total | $ | 454,525 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 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) | Location in the Unaudited | As of | As of | ||||||||
Condensed | June 30, 2014 | December 31, 2013 | |||||||||
Consolidated Statements of | |||||||||||
Financial Condition | |||||||||||
Non-designated hedging instruments: | |||||||||||
Liability derivatives: | |||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (154 | ) | $ | (156 | ) | ||||
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 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 June 30, | ||||||||||
2014 | 2013 | ||||||||||
Foreign exchange contracts | Other expense | $ | (407 | ) | $ | 159 | |||||
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 | Six Months Ended June 30, | ||||||||||
2014 | 2013 | ||||||||||
Foreign exchange contracts | Other expense | $ | (567 | ) | $ | 1,657 |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||
Jun. 30, 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 | 2008-2013 | ||
United Kingdom | 2012 | ||
Canada | 2006-2013 | ||
Japan | 2009-2013 | ||
India | 2008-2013 |
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 118,226 | $ | 102,156 | $ | 229,058 | $ | 203,424 | |||||||||
Other | 9,363 | 7,769 | 18,790 | 15,536 | |||||||||||||
Total Americas | 127,589 | 109,925 | 247,848 | 218,960 | |||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 38,381 | 33,709 | 75,857 | 67,727 | |||||||||||||
Other | 57,500 | 56,968 | 108,628 | 103,408 | |||||||||||||
Total EMEA | 95,881 | 90,677 | 184,485 | 171,135 | |||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 11,852 | 11,121 | 23,812 | 23,237 | |||||||||||||
Other | 18,904 | 16,700 | 37,769 | 34,560 | |||||||||||||
Total Asia & Australia | 30,756 | 27,821 | 61,581 | 57,797 | |||||||||||||
Total | $ | 254,226 | $ | 228,423 | $ | 493,914 | $ | 447,892 | |||||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||||||
The following table sets forth long-lived assets on the dates indicated by geographic area: | |||||||||||||||||
As of | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014(1) | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
Americas: | |||||||||||||||||
United States | $ | 1,948,596 | $ | 2,338,124 | |||||||||||||
Other | 3,952 | 4,082 | |||||||||||||||
Total Americas | 1,952,548 | 2,342,206 | |||||||||||||||
EMEA: | |||||||||||||||||
United Kingdom | 134,977 | 133,411 | |||||||||||||||
Other | 12,926 | 11,871 | |||||||||||||||
Total EMEA | 147,903 | 145,282 | |||||||||||||||
Asia & Australia: | |||||||||||||||||
Japan | 1,127 | 1,543 | |||||||||||||||
Other | 8,870 | 5,428 | |||||||||||||||
Total Asia & Australia | 9,997 | 6,971 | |||||||||||||||
Total | $ | 2,110,448 | $ | 2,494,459 | |||||||||||||
(1) | Long-lived assets as of June 30, 2014 reflects the disposal of the amounts associated with the sale of ISS. See Note 3, “Dispositions and Discontinued Operations,” for additional information. |
Introduction_and_Basis_of_Pres3
Introduction and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 17, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | Segment | |||||
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' |
Number of operating segments | 1 | 1 | ' | ' | ' | ' |
Decrease to beginning retained earnings | ' | ' | $947,034 | ' | $758,975 | ' |
Decrease to additional paid in capital | ' | ' | 1,097,549 | ' | 1,073,157 | ' |
Decrease to prepaid taxes | ' | ' | 33,570 | ' | 14,568 | ' |
Increase to long-term deferred tax liabilities | ' | ' | 172,241 | ' | 234,649 | ' |
Increase to goodwill | ' | ' | 1,561,120 | ' | 1,813,164 | ' |
Cash and cash equivalents | ' | ' | 683,239 | 334,701 | 358,434 | 183,309 |
Short-term investments | ' | ' | 0 | ' | 0 | ' |
Percentage of operating revenues accounted for by major customer | ' | ' | 10.40% | 10.00% | ' | ' |
Adjustment [Member] | ' | ' | ' | ' | ' | ' |
Introduction And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' |
Decrease to beginning retained earnings | ' | ' | ' | ' | -11,281 | ' |
Decrease to additional paid in capital | ' | ' | ' | ' | -736 | ' |
Decrease to prepaid taxes | ' | ' | ' | ' | -12,765 | ' |
Increase to long-term deferred tax liabilities | ' | ' | ' | ' | 13,595 | ' |
Increase to goodwill | ' | ' | ' | ' | $14,343 | ' |
Introduction_and_Basis_of_Pres4
Introduction and Basis of Presentation - Schedule of Revised Condensed Consolidated Financial Statements Amounts Previously Reported (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid taxes | $33,570 | $14,568 |
Total current assets | 1,006,893 | 624,270 |
Goodwill | 1,561,120 | 1,813,164 |
Total assets | 3,133,235 | 3,136,115 |
Deferred taxes | 172,241 | 234,649 |
Total liabilities | 1,466,557 | 1,571,768 |
Additional paid in capital | 1,097,549 | 1,073,157 |
Retained earnings | 947,034 | 758,975 |
Total shareholders' equity | 1,666,678 | 1,564,347 |
Total liabilities and shareholders' equity | 3,133,235 | 3,136,115 |
As Previously Reported [Member] | ' | ' |
Prepaid taxes | ' | 27,333 |
Total current assets | ' | 637,035 |
Goodwill | ' | 1,798,821 |
Total assets | ' | 3,134,537 |
Deferred taxes | ' | 221,054 |
Total liabilities | ' | 1,558,173 |
Additional paid in capital | ' | 1,073,893 |
Retained earnings | ' | 770,256 |
Total shareholders' equity | ' | 1,576,364 |
Total liabilities and shareholders' equity | ' | 3,134,537 |
Adjustment [Member] | ' | ' |
Prepaid taxes | ' | -12,765 |
Total current assets | ' | -12,765 |
Goodwill | ' | 14,343 |
Total assets | ' | 1,578 |
Deferred taxes | ' | 13,595 |
Total liabilities | ' | 13,595 |
Additional paid in capital | ' | -736 |
Retained earnings | ' | -11,281 |
Total shareholders' equity | ' | -12,017 |
Total liabilities and shareholders' equity | ' | $1,578 |
Dispositions_and_Discontinued_2
Dispositions and Discontinued Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 |
Discontinued Operations And Disposal Groups [Abstract] | ' | ' | ' |
Definitive sale agreement date | ' | ' | '2014-03-17 |
Sale proceeds from divestiture | $367,400 | ' | $367,355 |
Income tax benefit | ' | $30,600 | ' |
Dispositions_and_Discontinued_3
Dispositions and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Detail) (USD $) | 0 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2014 | Jun. 30, 2014 |
Discontinued Operations And Disposal Groups [Abstract] | ' | ' |
Cash proceeds | $367,400 | $367,355 |
Less: Initial working capital adjustments | ' | -316 |
Total proceeds | ' | 367,039 |
Less assets sold and liabilities relieved resulting from disposal: | ' | ' |
Cash and cash equivalents | ' | -4,544 |
Accounts receivable | ' | -15,765 |
Deferred taxes (current) | ' | -3,174 |
Prepaid taxes | ' | -617 |
Prepaid and other assets | ' | -4,500 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) | ' | -8,544 |
Goodwill | ' | -254,233 |
Intangible assets (net of accumulated amortization of $50,283) | ' | -121,269 |
Other non-current assets | ' | -1,645 |
Accounts payable | ' | 574 |
Accrued compensation and related benefits | ' | 6,783 |
Other accrued liabilities | ' | 4,034 |
Deferred revenue | ' | 51,767 |
Deferred taxes (non-current) | ' | 59,129 |
Other non-current liabilities | ' | 5,576 |
Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments | ' | 4,004 |
Net assets sold | ' | -282,424 |
Less: Transaction costs | ' | -5,946 |
Gain on sale of ISS | ' | $78,669 |
Dispositions_and_Discontinued_4
Dispositions and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Parenthetical) (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Discontinued Operations And Disposal Groups [Abstract] | ' |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | $4,213 |
Intangible assets, accumulated amortization | $50,283 |
Dispositions_and_Discontinued_5
Dispositions and Discontinued Operations - Schedule of Income Amounts Associated with Discontinued Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Discontinued Operations And Disposal Groups [Abstract] | ' | ' | ' | ' |
Revenue from discontinued operations | $10,912 | $29,475 | $43,122 | $61,915 |
Income from discontinued operations before provision for income taxes | 80,147 | 7,355 | 86,364 | 16,716 |
Provision for income taxes | 29,290 | 2,443 | 2,254 | 5,825 |
Income from discontinued operations, net of income taxes | $50,857 | $4,912 | $84,110 | $10,891 |
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 | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | ($5,366) | ($6,499) | ($10,425) | ($13,515) |
Interest income | 192 | 186 | 348 | 423 |
Tax benefit (expense) | -27,280 | -27,763 | -53,665 | -48,995 |
Net income | 107,660 | 61,053 | 188,059 | 119,990 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Foreign currency translation adjustment | 4,184 | ' | 4,184 | ' |
Net income | 4,004 | -353 | 4,004 | -717 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized Losses on Cash Flow Hedges [Member] | Interest Rate Contracts [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | ' | -574 | ' | -1,167 |
Tax benefit (expense) | ' | 221 | ' | 447 |
Net income | ' | -353 | ' | -720 |
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 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Defined Benefit Pension Plans Amount Recognized as a Component of Net Periodic Benefit Expense [Member] | Curtailments and Settlements [Member] | ' | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Net periodic benefit expense | -186 | ' | -186 | ' |
Tax benefit (expense) | 6 | ' | 6 | ' |
Net income | ($180) | ' | ($180) | ' |
Earnings_Per_Common_Share_Addi
Earnings Per Common Share - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Anti-dilutive securities excluded from the calculation of diluted EPS | 104,272 | 224 | 104,272 | 112 |
Earnings_Per_Common_Share_Comp
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Income from continuing operations, net of income taxes | $56,803 | $56,141 | $103,949 | $109,099 |
Income from discontinued operations, net of income taxes | 50,857 | 4,912 | 84,110 | 10,891 |
Net income | 107,660 | 61,053 | 188,059 | 119,990 |
Less: Allocations of earnings to unvested restricted stock units | -153 | -239 | -268 | -469 |
Earnings available to MSCI common shareholders | $107,507 | $60,814 | $187,791 | $119,521 |
Basic weighted average common shares outstanding | 116,702 | 121,149 | 117,140 | 120,949 |
Effect of dilutive securities: | ' | ' | ' | ' |
Stock options and restricted stock units | 962 | 920 | 988 | 938 |
Diluted weighted average common shares outstanding | 117,664 | 122,069 | 118,128 | 121,887 |
Earnings per basic common share from continuing operations | $0.48 | $0.46 | $0.89 | $0.90 |
Earnings per basic common share from discontinued operations | $0.44 | $0.04 | $0.71 | $0.09 |
Earnings per basic common share | $0.92 | $0.50 | $1.60 | $0.99 |
Earnings per diluted common share from continuing operations | $0.48 | $0.46 | $0.88 | $0.89 |
Earnings per diluted common share from discontinued operations | $0.43 | $0.04 | $0.71 | $0.09 |
Earnings per diluted common share | $0.91 | $0.50 | $1.59 | $0.98 |
Property_Equipment_and_Leaseho2
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Computer & related equipment [Member] | Computer & related equipment [Member] | Furniture & fixtures [Member] | Leasehold improvements [Member] | Leasehold improvements [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Lives | ' | ' | '3 years | '5 years | '7 years | '3 years | '21 years |
Computer & related equipment | $97,858 | $86,384 | ' | ' | ' | ' | ' |
Furniture & fixtures | 9,377 | 9,108 | ' | ' | ' | ' | ' |
Leasehold improvements | 52,678 | 52,776 | ' | ' | ' | ' | ' |
Work-in-process | 27,169 | 12,691 | ' | ' | ' | ' | ' |
Subtotal | 187,082 | 160,959 | ' | ' | ' | ' | ' |
Accumulated depreciation and amortization | -92,279 | -75,371 | ' | ' | ' | ' | ' |
Property, equipment and leasehold improvements, net | $94,803 | $85,588 | ' | ' | ' | ' | ' |
Property_Equipment_and_Leaseho3
Property, Equipment and Leasehold Improvements - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Property Plant And Equipment [Abstract] | ' | ' | ' | ' |
Depreciation and amortization of property, equipment and leasehold improvements | $5,921 | $4,774 | $11,749 | $9,371 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Beginning balance | $1,813,164 |
Changes to goodwill | -254,233 |
Foreign exchange translation adjustment | 2,189 |
Goodwill, Ending balance | $1,561,120 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization of intangible assets | $11,442 | $11,222 | $22,712 | $22,388 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Components of Intangible Assets by Major Class (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $804,272 | $970,084 |
Accumulated amortization | -349,747 | -374,377 |
Net carrying value | 454,525 | 595,707 |
Customer relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 359,235 | 478,735 |
Accumulated amortization | -107,075 | -125,359 |
Net carrying value | 252,160 | 353,376 |
Trademarks/trade names [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 223,182 | 257,282 |
Accumulated amortization | -75,518 | -75,696 |
Net carrying value | 147,664 | 181,586 |
Technology/software [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 189,405 | 199,778 |
Accumulated amortization | -163,236 | -168,481 |
Net carrying value | 26,169 | 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 | -3,469 | -2,326 |
Net carrying value | 25,058 | 26,201 |
Subtotal [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 800,349 | 968,122 |
Accumulated amortization | -349,298 | -374,131 |
Net carrying value | 451,051 | 593,991 |
Foreign exchange translation adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 3,923 | 1,962 |
Accumulated amortization | -449 | -246 |
Net carrying value | $3,474 | $1,716 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Remainder 2014 | $23,053 | ' |
2015 | 46,590 | ' |
2016 | 46,070 | ' |
2017 | 40,572 | ' |
2018 | 37,824 | ' |
Thereafter | 260,416 | ' |
Total | $454,525 | $595,707 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Feb. 04, 2014 | Dec. 13, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 31, 2013 | Dec. 14, 2012 | Dec. 13, 2012 | Dec. 30, 2013 | Jul. 31, 2013 | Aug. 01, 2013 | 5-May-14 | Feb. 07, 2014 | Feb. 07, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 4-May-12 | Jun. 30, 2014 | 4-May-12 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 12, 2013 | Dec. 12, 2013 | Dec. 12, 2013 |
Foreign Currency Forwards [Member] | GMI Ratings [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] | February 2014 ASR Program [Member] | February 2014 ASR Program [Member] | Prepaid and Other Assets [Member] | Other Non-Current Assets [Member] | Term Loan A [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | 2012 Term Loan [Member] | 2012 Term Loan [Member] | 2012 Term Loan [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] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Amended and Restated Credit Facility [Member] | Amended and Restated Credit Facility [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||
Derivative | |||||||||||||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rent expense | ' | ' | $6,800,000 | $5,700,000 | $13,400,000 | $11,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | 0.6 | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchased common shares, average purchase price paid per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.47 | ' | ' | $41.06 | ' | ' | $43.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition announcement date | ' | ' | ' | ' | ' | ' | ' | ' | 27-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected completion date | ' | ' | ' | ' | ' | ' | ' | ' | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 880,000,000 | ' | 100,000,000 | ' | ' | ' | ' | ' | ' |
Prepayment of Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' |
Maturity period of the facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-18 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | 2.40% | ' | ' | ' |
Current maturities of long-term debt | ' | ' | 19,778,000 | ' | 19,778,000 | ' | 19,772,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt current | ' | ' | 500,000 | ' | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | ' | ' | 778,119,000 | ' | 778,119,000 | ' | 788,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on long-term debt non current | ' | ' | 1,500,000 | ' | 1,500,000 | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing fees unamortized | ' | ' | 7,400,000 | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized deferred financing fees | ' | ' | 400,000 | 700,000 | 888,000 | 1,474,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of discount on long-term debt | ' | ' | 100,000 | 200,000 | 240,000 | 474,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of debt obligations | ' | ' | 801,900,000 | ' | 801,900,000 | ' | 812,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings restricted as to the payments of dividends | ' | ' | 947,034,000 | ' | 947,034,000 | ' | 758,975,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available for restricted payments | ' | ' | ' | ' | 482,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forwards, notional amount | ' | ' | ' | ' | ' | ' | ' | $13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of foreign currency forward | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) (Derivatives not Designated as Hedging Instruments [Member], Other Accrued Liabilities [Member], Foreign Exchange Contracts [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives not Designated as Hedging Instruments [Member] | Other Accrued Liabilities [Member] | Foreign Exchange Contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability derivatives | ($154) | ($156) |
Commitments_and_Contingencies_3
Commitments and Contingencies - Interest Rate Swaps and Derivative Instruments (Detail) (Other Expense [Member], Derivatives not Designated as Hedging Instruments [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 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) | ($407) | $159 | ($567) | $1,657 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Provision for income taxes | $27,280,000 | $27,763,000 | $53,665,000 | $48,995,000 |
Effective tax rate | ' | ' | 34.00% | 31.00% |
Amounts effect on effective tax rate | $2,700,000 | $3,900,000 | $2,700,000 | $3,900,000 |
Decrease in effective tax rate | ' | ' | 1.80% | 2.50% |
Significant change in unrecognized tax benefits, reasonably possible (in months) | ' | ' | '12 | ' |
Significant change in unrecognized tax benefits, not possible (in months) | ' | ' | '12 | ' |
Income_Taxes_Summary_of_Major_
Income Taxes - Summary of Major Tax Jurisdictions and Open Tax Years (Detail) | 6 Months Ended |
Jun. 30, 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 | '2008 |
Hong Kong [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2013 |
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 | '2013 |
Japan [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2009 |
Japan [Member] | Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2013 |
India [Member] | Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax Years | '2008 |
India [Member] | 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 | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | $254,226 | $228,423 | $493,914 | $447,892 |
United States [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 118,226 | 102,156 | 229,058 | 203,424 |
Other [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 9,363 | 7,769 | 18,790 | 15,536 |
Total Americas [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 127,589 | 109,925 | 247,848 | 218,960 |
United Kingdom [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 38,381 | 33,709 | 75,857 | 67,727 |
Other [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 57,500 | 56,968 | 108,628 | 103,408 |
Total EMEA [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 95,881 | 90,677 | 184,485 | 171,135 |
Japan [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 11,852 | 11,121 | 23,812 | 23,237 |
Other [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 18,904 | 16,700 | 37,769 | 34,560 |
Total Asia & Australia [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | $30,756 | $27,821 | $61,581 | $57,797 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | $2,110,448 | $2,494,459 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,948,596 | 2,338,124 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 3,952 | 4,082 |
Total Americas [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,952,548 | 2,342,206 |
United Kingdom [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 134,977 | 133,411 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 12,926 | 11,871 |
Total EMEA [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 147,903 | 145,282 |
Japan [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 1,127 | 1,543 |
Other [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | 8,870 | 5,428 |
Total Asia & Australia [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets | $9,997 | $6,971 |