Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MSCI | ||
Entity Registrant Name | MSCI INC. | ||
Entity Central Index Key | 1408198 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 127,233,209 | ||
Entity Public Float | $5,241,587,917 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Cash and cash equivalents | $508,799,000 | $358,434,000 |
Accounts receivable (net of allowances of $857 and $1,280 as of December 31, 2014 and 2013, respectively) | 178,717,000 | 169,490,000 |
Deferred taxes | 22,209,000 | 52,888,000 |
Prepaid income taxes | 29,180,000 | 14,568,000 |
Prepaid and other assets | 31,727,000 | 28,890,000 |
Total current assets | 770,632,000 | 624,270,000 |
Property, equipment and leasehold improvements (net of accumulated depreciation of $92,808 and $75,371 at December 31, 2014 and 2013, respectively) | 94,074,000 | 85,588,000 |
Goodwill | 1,564,904,000 | 1,813,164,000 |
Intangible assets (net of accumulated amortization of $372,209 and $374,377 at December 31, 2014 and 2013, respectively) | 433,628,000 | 595,707,000 |
Other non-current assets | 30,937,000 | 17,386,000 |
Total assets | 2,894,175,000 | 3,136,115,000 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 2,835,000 | 1,198,000 |
Accrued compensation and related benefits | 111,408,000 | 121,124,000 |
Other accrued liabilities | 47,894,000 | 41,212,000 |
Current maturities of long term debt | 0 | 19,772,000 |
Deferred revenue | 310,775,000 | 319,735,000 |
Total current liabilities | 472,912,000 | 503,041,000 |
Long term debt, net of current maturities | 800,000,000 | 788,010,000 |
Deferred taxes | 137,838,000 | 234,649,000 |
Other non-current liabilities | 50,592,000 | 46,068,000 |
Total liabilities | 1,461,342,000 | 1,571,768,000 |
Commitments and Contingencies (see Note 6) | ||
Shareholders' equity: | ||
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued) | ||
Common stock (par value $0.01; 750,000,000 common shares authorized at December 31, 2014 and 2013; 126,637,390 and 125,555,268 common shares issued at December 31, 2014 and 2013, respectively; and 112,072,469 and 118,083,111 common shares outstanding at December 31, 2014 and 2013, respectively) | 1,266,000 | 1,256,000 |
Treasury shares, at cost (14,564,921 and 7,472,157 shares at December 31, 2014 and 2013, respectively) | -588,378,000 | -268,391,000 |
Additional paid in capital | 1,022,221,000 | 1,073,157,000 |
Retained earnings | 1,022,695,000 | 758,975,000 |
Accumulated other comprehensive loss | -24,971,000 | -650,000 |
Total shareholders' equity | 1,432,833,000 | 1,564,347,000 |
Total liabilities and shareholders' equity | $2,894,175,000 | $3,136,115,000 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $857 | $1,280 |
Property, equipment and leasehold improvements, accumulated depreciation | 92,808 | 75,371 |
Intangible assets, accumulated amortization | $372,209 | $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 | 126,637,390 | 125,555,268 |
Common stock, shares outstanding | 112,072,469 | 118,083,111 |
Treasury shares | 14,564,921 | 7,472,157 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Operating revenues | $996,680 | $913,364 | $826,990 |
Operating expenses: | |||
Cost of services | 308,574 | 275,403 | 230,282 |
Selling, general and administrative | 279,352 | 232,448 | 211,905 |
Restructuring | -33 | ||
Amortization of intangible assets | 45,877 | 44,798 | 50,017 |
Depreciation and amortization of property, equipment and leasehold improvements | 25,711 | 20,384 | 16,584 |
Total operating expenses | 659,514 | 573,033 | 508,755 |
Operating income | 337,166 | 340,331 | 318,235 |
Interest income | -851 | -889 | -699 |
Interest expense | 31,820 | 26,256 | 56,401 |
Other expense (income) | -2,141 | 2,136 | 1,732 |
Other expense (income), net | 28,828 | 27,503 | 57,434 |
Income from continuing operations before provision for income taxes | 308,338 | 312,828 | 260,801 |
Provision for income taxes | 109,396 | 112,918 | 96,010 |
Income from continuing operations | 198,942 | 199,910 | 164,791 |
Income (loss) from discontinued operations, net of income taxes | 85,171 | 22,647 | 19,447 |
Net income | $284,113 | $222,557 | $184,238 |
Earnings per basic common share: | |||
Earnings per basic common share from continuing operations | $1.72 | $1.66 | $1.34 |
Earnings per basic common share from discontinued operations | $0.73 | $0.19 | $0.16 |
Earnings per basic common share | $2.45 | $1.85 | $1.50 |
Earnings per diluted common share: | |||
Earnings per diluted common share from continuing operations | $1.70 | $1.64 | $1.32 |
Earnings per diluted common share from discontinued operations | $0.73 | $0.19 | $0.16 |
Earnings per diluted common share | $2.43 | $1.83 | $1.48 |
Weighted average shares outstanding used in computing earnings per share: | |||
Basic | 115,737 | 120,100 | 122,023 |
Diluted | 116,706 | 121,074 | 123,204 |
Dividend declared per common share | $0.18 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $284,113 | $222,557 | $184,238 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | -18,053 | 1,295 | 3,867 |
Income tax effect | -132 | -500 | -1,520 |
Foreign currency translation adjustments, net | -18,185 | 795 | 2,347 |
Unrealized gains (losses) on cash flow hedges | 1,364 | 1,742 | |
Income tax effect | -524 | -691 | |
Unrealized gains (losses) on cash flow hedges, net | 840 | 1,051 | |
Unrealized gains (losses) on available-for-sale securities | -5 | ||
Income tax effect | 2 | ||
Unrealized gains (losses) on available-for-sale securities, net | -3 | ||
Pension and other post-retirement adjustments | -8,299 | 624 | -1,434 |
Income tax effect | 2,163 | -110 | 334 |
Pension and other post-retirement adjustments, net | -6,136 | 514 | -1,100 |
Other comprehensive income (loss), net of tax | -24,321 | 2,146 | 2,298 |
Comprehensive income | $259,792 | $224,703 | $186,536 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands | ||||||
Balance at Dec. 31, 2011 | $1,294,151 | $1,227 | ($49,827) | $995,665 | $352,180 | ($5,094) |
Net income | 184,238 | 184,238 | ||||
Other comprehensive income (loss), net of tax | 2,298 | 2,298 | ||||
Common stock issued | 4 | 4 | ||||
Compensation payable in common stock and options | 24,997 | 24,997 | ||||
Common stock repurchased and held in treasury | -105,989 | -70,989 | -35,000 | |||
Common stock issued to directors and held in treasury | -110 | -110 | ||||
Exercise of stock options | 13,313 | 9 | 13,304 | |||
Excess tax benefits from employee stock incentive plans | 1,048 | 1,048 | ||||
Balance at Dec. 31, 2012 | 1,413,950 | 1,240 | -120,926 | 1,000,014 | 536,418 | -2,796 |
Net income | 222,557 | 222,557 | ||||
Other comprehensive income (loss), net of tax | 2,146 | 2,146 | ||||
Common stock issued | 8 | 8 | ||||
Compensation payable in common stock and options | 24,552 | 24,552 | ||||
Common stock repurchased and held in treasury | -112,183 | -147,183 | 35,000 | |||
Common stock issued to directors and held in treasury | -282 | -282 | ||||
Exercise of stock options | 11,702 | 8 | 11,694 | |||
Excess tax benefits from employee stock incentive plans | 1,897 | 1,897 | ||||
Balance at Dec. 31, 2013 | 1,564,347 | 1,256 | -268,391 | 1,073,157 | 758,975 | -650 |
Net income | 284,113 | 284,113 | ||||
Dividends | -20,397 | -4 | -20,393 | |||
Other comprehensive income (loss), net of tax | -24,321 | -24,321 | ||||
Common stock issued | 5 | 5 | ||||
Compensation payable in common stock and options | 26,553 | 26,553 | ||||
Common stock repurchased and held in treasury | -409,651 | -319,651 | -90,000 | |||
Common stock issued to directors and held in treasury | -332 | -332 | ||||
Exercise of stock options | 9,681 | 5 | 9,676 | |||
Excess tax benefits from employee stock incentive plans | 2,835 | 2,835 | ||||
Balance at Dec. 31, 2014 | $1,432,833 | $1,266 | ($588,378) | $1,022,221 | $1,022,695 | ($24,971) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net income | $284,113 | $222,557 | $184,238 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of intangible assets | 48,617 | 58,203 | 63,298 |
Stock-based compensation expense | 26,585 | 25,004 | 25,323 |
Depreciation of property, equipment and leasehold improvements | 25,930 | 22,302 | 18,700 |
Amortization of debt origination fees | 7,748 | 3,348 | 18,065 |
Deferred taxes | -4,960 | -15,066 | -30,195 |
Amortization of discount on long-term debt | 2,218 | 1,066 | 5,305 |
Excess tax benefits from share-based compensation | -2,835 | -1,897 | -1,048 |
Gross gain on disposition of subsidiary | -84,620 | ||
Other non-cash adjustments | 1,847 | -371 | -49 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | |||
Accounts receivable | -26,821 | -16,412 | 35,473 |
Prepaid income taxes | -14,998 | 7,927 | 7,278 |
Prepaid and other assets | -9,857 | -4,459 | -1,395 |
Accounts payable | 2,128 | -2,145 | 1,979 |
Deferred revenue | 42,263 | 11,399 | 18,345 |
Accrued compensation and related benefits | 88 | 7,057 | -834 |
Other accrued liabilities | 8,428 | -260 | -8,233 |
Other | -201 | 2,930 | 10,825 |
Net cash provided by operating activities | 305,673 | 321,183 | 347,075 |
Cash flows from investing activities | |||
Acquisitions, net of cash acquired | -14,921 | -23,268 | -119,554 |
Proceeds from redemption of short-term investments | 70,900 | 207,032 | |
Dispositions, net of cash provided | 362,811 | ||
Purchase of investments | -137,306 | ||
Capitalized software development costs | -8,216 | -3,285 | |
Capital expenditures | -42,659 | -40,255 | -44,884 |
Proceeds from the sale of property, equipment and leasehold improvements | 22 | 29 | 351 |
Net cash provided by (used in) investing activities | 297,037 | 4,121 | -94,361 |
Cash flows from financing activities: | |||
Proceeds from borrowing, net of discount | 800,000 | 876,087 | |
Repayment of long-term debt | -810,000 | -48,000 | -1,103,563 |
Payment of issuance costs in connection with long term debt | -14,800 | -3,870 | |
Repurchase of treasury shares | -409,651 | -112,183 | -105,989 |
Dividends paid | -20,393 | ||
Proceeds from the exercise of stock options | 9,681 | 11,702 | 13,311 |
Excess tax benefits from stock-based compensation | 2,835 | 1,897 | 1,048 |
Net cash (used in) provided by financing activities | -442,328 | -146,584 | -322,976 |
Effect of exchange rates changes | -10,017 | -3,595 | 1,360 |
Net increase (decrease) in cash and cash equivalents | 150,365 | 175,125 | -68,902 |
Cash and cash equivalents, beginning of period | 358,434 | 183,309 | 252,211 |
Cash and cash equivalents, end of period | 508,799 | 358,434 | 183,309 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 17,233 | 20,429 | 36,744 |
Cash paid for income taxes | 120,419 | 128,167 | 134,439 |
Supplemental disclosure of non-cash investing activities: | |||
Property, equipment and leasehold improvements in other accrued liabilities | $6,731 | $3,396 | $3,575 |
Introduction_and_Basis_of_Pres
Introduction and Basis of Presentation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Introduction and Basis of Presentation | 1. INTRODUCTION AND BASIS OF PRESENTATION | ||||||||||||
Organization | |||||||||||||
MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), is a global provider of investment decision support tools, including indexes, portfolio risk and performance analytics and multi-asset class market risk analytics products and services. The Company’s flagship products are its global equity indexes and environmental, social and governance (“ESG”) products marketed under the MSCI and MSCI ESG Research brands, its private real estate benchmarks marketed under the IPD brand, its portfolio risk and performance analytics covering global equity markets marketed under the Barra brand, its multi-asset class, market and credit risk analytics marketed under the RiskMetrics and Barra brands and its performance reporting products and services offered to the investment consultant community marketed under the InvestorForce brand. | |||||||||||||
On March 17, 2014, MSCI Inc. 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 Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012. As a result of this change, the Company now operates as one segment. Unless otherwise indicated, the disclosures accompanying these consolidated financial statements reflect the Company’s continuing operations. | |||||||||||||
The Company completed the sale of ISS on April 30, 2014. See Note 3, “Dispositions and Discontinued Operations,” for further details. | |||||||||||||
Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, of which the Company has none, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “Consolidations.” For investments in any entities in which the Company owns 20% or less of the outstanding voting stock and significant influence does not exist, such investments are carried at cost. | |||||||||||||
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 to its Consolidated Statement of Financial Condition 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 ASC Subtopic 250-10, “Accounting Changes and Error Corrections,” the Company has revised its Consolidated Statement of Financial Condition as of December 31, 2013 and the Consolidated Statement of Cash Flows for the year ended December 31, 2013 to reflect these corrections. | |||||||||||||
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 Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
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 | |||||||
The Company has revised the Consolidated Statement of Cash Flows for the year ended December 31, 2013 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
Excess tax benefits from share-based compensation | $ | (2,633 | ) | $ | 736 | $ | (1,897 | ) | |||||
Net cash provided by operating activities | $ | 320,447 | $ | 736 | $ | 321,183 | |||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
Net cash (used in) provided by financing activities | $ | (145,848 | ) | $ | (736 | ) | $ | (146,584 | ) | ||||
The Company has revised the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
As of December 31, 2011 | |||||||||||||
Retained earnings | $ | 363,461 | $ | (11,281 | ) | $ | 352,180 | ||||||
Total shareholders’ equity | $ | 1,305,432 | $ | (11,281 | ) | $ | 1,294,151 | ||||||
For the year ended December 31, 2013 | |||||||||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
As of December 31, 2013 | |||||||||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 | ||||||
Significant Accounting Policies | |||||||||||||
Basis of Financial Statements and Use of Estimates | |||||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |||||||||||||
Inter-company balances and transactions are eliminated in consolidation. | |||||||||||||
Revenue Recognition | |||||||||||||
In general, the Company applies SEC Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” in determining revenue recognition. Accordingly, the Company recognizes revenue when all the following criteria are met: | |||||||||||||
• | The Company has persuasive evidence of a legally binding arrangement, | ||||||||||||
• | Delivery has occurred, | ||||||||||||
• | Client fee is deemed fixed or determinable, and | ||||||||||||
• | Collection is probable. | ||||||||||||
When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “Revenue Arrangements with Multiple Deliverables.” Under the provisions of ASC Subtopic 605-25, elements within a multi-deliverable arrangement should be considered separate units of accounting if all of the following criteria are met: | |||||||||||||
• | The delivered items have value to the client on a standalone basis. The items have value on a standalone basis if they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and | ||||||||||||
• | If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. | ||||||||||||
The Company provides products and services to its clients under various software and non-software related arrangements. The Company has signed contracts with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. | |||||||||||||
The Company’s subscription agreements for non-software-related application services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly. | |||||||||||||
In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance, prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with the implementation services are recognized ratably over the useful life of those services. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with the Company’s real estate benchmark business, are recognized upon delivery of such reports or data updates. | |||||||||||||
The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “Software-Revenue Recognition.” The Company’s subscription agreements for software products include provisions that, among other things, would allow clients to receive unspecified, when and if available, software upgrades for no additional fee as well as the right to use the software products with maintenance and technical support for the term of the agreement, which is typically one year. Software agreements may include other consulting and professional services. In accordance with ASC Subtopic 985-605, “Software Revenue Recognition,” the Company does not have vendor specific objective evidence (“VSOE”) for these elements and therefore begins to recognize software related revenue ratably over the term of the license agreement once delivered. | |||||||||||||
Adjustment to Revenues | |||||||||||||
During the year ended December 31, 2012, as a result of a one-time adjustment, the Company recorded a $5.2 million cumulative revenue reduction to correct an error related to revenues previously reported through December 31, 2011. The effect of recording this adjustment in the first quarter of 2012 resulted in a one-time decrease to the energy and commodity analytics products revenues in the Company’s Consolidated Statement of Income and an increase in deferred revenues in the Company’s Consolidated Statement of Financial Condition. It was determined that under ASC Subtopic 985-605, the Company incorrectly established VSOE for certain energy and commodity analytics products and as a result should not have been recognizing a substantial portion of the revenue immediately upon delivery or renewal of a time based subscription license, the terms of which are generally one year. Rather, the entire license fee should have been recognized ratably over the term of the license. As such, the Company made the cumulative adjustment effective January 1, 2012 and started recognizing revenue related to all contracts still in effect as of this date ratably over the remainder of the term. The Company began recognizing revenue ratably over the contract term for any new contracts entered into on or after January 1, 2012. Based upon an evaluation of all relevant factors, management believes the correcting adjustment did not have a material impact on the Company’s previously reported results and, accordingly, has determined that restatement of previously issued financial statements is not necessary. | |||||||||||||
Share-Based Compensation | |||||||||||||
Certain of the Company’s employees have received share-based compensation under certain compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation-Stock Compensation.” ASC Subtopic 718-10 requires measurement of compensation cost for equity-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. | |||||||||||||
The fair value of MSCI restricted stock units (“RSUs”) is measured as the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at fair market value, which is measured as the closing price of MSCI’s common stock on the date prior to grant. | |||||||||||||
The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. | |||||||||||||
Based on interpretive guidance related to share-based compensation, the Company’s policy is to accrue the estimated cost of share-based awards that are granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the awards granted to employees consist of PSUs. The Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered. If the estimated number of units changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. | |||||||||||||
Research and Development | |||||||||||||
The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio. | |||||||||||||
The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software. The Company capitalized $8.3 million and $3.3 million of costs related to software developed for internal use in the Consolidated Statement of Financial Condition for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. | |||||||||||||
Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. | |||||||||||||
Income Taxes | |||||||||||||
Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. | |||||||||||||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. | |||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized ratably over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. | |||||||||||||
Goodwill | |||||||||||||
Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill relates to the acquisitions of Barra, Inc. (“Barra”), RiskMetrics Group, Inc. (“RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”), Investor Force Holdings, Inc. (“InvestorForce”) and Governance Holdings Co. (“GMI Ratings”). The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Topic 350, “Intangibles—Goodwill and Other.” | |||||||||||||
The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level, which is deemed to be at the level of the MSCI business segments. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of its reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Intangible Assets | |||||||||||||
Intangible assets consist of those definite-lived intangibles from the acquisitions of Barra in June 2004, RiskMetrics in June 2010, Measurisk in July 2010, IPD in November 2012, InvestorForce in January 2013 and GMI Ratings in August 2014. The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of intangible assets has been identified during any of the periods presented. The Company has no indefinite-lived intangibles. The intangible assets have remaining useful lives ranging from one to 20 years. | |||||||||||||
Foreign Currency Translation | |||||||||||||
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income), net” on the Consolidated Statement of Income. | |||||||||||||
Derivative Instruments | |||||||||||||
The Company applies ASC Subtopic 815-10, “Derivatives and Hedging,” which establishes accounting and reporting standards for derivative instruments and hedging activities. The Company may use interest rate swaps and forward contracts on foreign currency to manage risks generally associated with interest rate and foreign exchange rate fluctuations, respectively. The Company’s derivative financial instruments are used as risk management tools and not for speculative or trading purposes. | |||||||||||||
For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. | |||||||||||||
The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with assets and liabilities that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income. | |||||||||||||
Property, Equipment and Leasehold Improvements | |||||||||||||
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. Estimates of useful lives are as follows: furniture & fixtures – seven years; computer and related equipment – three to five years. Leasehold improvements are amortized on a straight-line basis over one to 21 years, which represents the lesser of the estimated useful life of the asset or, where applicable, the remaining term of the lease. | |||||||||||||
Treasury Stock | |||||||||||||
The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. | |||||||||||||
In accordance with ASC Subtopic 505-10, “Equity,” the Company accounts for the capped accelerated share repurchase (“ASR”) agreements into which it enters as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date of the shares and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounts for the shares that it receives under capped ASR agreements during the period as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock meet all the applicable criteria for equity classification in accordance with ASC Subtopic 815-10 and, therefore, the capped ASR agreements are not accounted for as derivative instruments. | |||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
The Company licenses its products and services to investment managers mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company evaluates the credit of its customers and does not require collateral. The Company maintains an allowance on customer accounts where estimated losses may result from the inability of its customers to make required payments. | |||||||||||||
An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2011 to December 31, 2014 were as follows: | |||||||||||||
Amount | |||||||||||||
(in thousands) | |||||||||||||
Balance as of December 31, 2011 | $ | 857 | |||||||||||
Addition to provision | 403 | ||||||||||||
Amounts written off, net of recoveries | (296 | ) | |||||||||||
Balance as of December 31, 2012 | $ | 964 | |||||||||||
Addition to provision | 876 | ||||||||||||
Amounts written off, net of recoveries | (560 | ) | |||||||||||
Balance as of December 31, 2013 | $ | 1,280 | |||||||||||
Addition to provision | 452 | ||||||||||||
Amounts written off, net of recoveries | (875 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 857 | |||||||||||
Accrued Compensation | |||||||||||||
The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end the Company determines the amount of discretionary cash bonus expense. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly. | |||||||||||||
Concentrations | |||||||||||||
For the year ended December 31, 2014, BlackRock, Inc. accounted for 10.6% of the Company’s operating revenues. For the years ended December 31, 2013 and 2012, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Recent_Accounting_Standards_Up
Recent Accounting Standards Updates | 12 Months Ended |
Dec. 31, 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 has been 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 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 but does not expect the adoption of ASU 2014-08 to have a material effect on its 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 consolidated financial statements. | |
In November 2014, the FASB issued Accounting Standards Update 2014-17, “Business Combinations (Topic 805): Pushdown Accounting,” or ASU 2014-17. ASU 2014-17 provides a company with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. ASU 2014-17 became effective as of November 18, 2014. The Company will evaluate this standard in the event of a future business combination. | |
In January 2015, the FASB issued Accounting Standards Update 2015-01, “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items,” or ASU 2015-01. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, a company will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. |
Dispositions_and_Discontinued_
Dispositions and Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 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 Consolidated Statements of Income. | |||||||||||||
The sale of ISS was completed on April 30, 2014 for $367.4 million. 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 year ended December 31, 2014 are as follows: | |||||||||||||
(in thousands) | |||||||||||||
Cash proceeds | $ | 367,355 | |||||||||||
Less: working capital adjustments | (311 | ) | |||||||||||
Total proceeds | 367,044 | ||||||||||||
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 income 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 | $ | 78,674 | |||||||||||
Income (loss) from discontinued operations. Amounts associated with discontinued operations reflected in the Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Revenue from discontinued operations | $ | 43,122 | $ | 122,303 | $ | 123,151 | |||||||
Income from discontinued operations before provision for income taxes | $ | 86,230 | $ | 32,793 | $ | 28,608 | |||||||
Provision for income taxes | 1,059 | 10,146 | 9,161 | ||||||||||
Income from discontinued operations, net of income taxes | $ | 85,171 | $ | 22,647 | $ | 19,447 | |||||||
Reclassifications_out_of_Accum
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Statement of Comprehensive Income [Abstract] | |||||||||||
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | 4. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||
As required by ASC Subtopic 220-10, “Comprehensive Income—Overall,” the following table presents the amounts reclassified from accumulated other comprehensive income (loss) by the respective line item in the Consolidated Statement of Income: | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | |||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other | Amount Reclassified from Accumulated | Affected Line Item in the | |||||||||
Comprehensive Income (Loss) Components | Other Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of Income | |||||||||||
Year Ended | Year Ended | ||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (1,364 | ) | Interest expense | |||||
— | 524 | Tax benefit | |||||||||
$ | — | $ | (840 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (104 | ) | $ | (32 | )(2) | |||||
(15 | ) | 6 | Tax expense (3) | ||||||||
$ | (119 | ) | $ | (26 | ) | Net of tax (4) | |||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (5) | ||||||
Total reclassifications for the period, net of tax | $ | 4,065 | $ | (863 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Consolidated Statements of Income. | ||||||||||
(2) | Includes $(186,000) for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(3) | Includes $6,000 for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(4) | Includes $(180,000) for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(5) | This accumulated other comprehensive income component for the year ended December 31, 2014 was 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 | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings Per Common Share | 5. EARNINGS PER COMMON SHARE | ||||||||||||
Basic earnings per share (“EPS”) is computed by dividing income available to MSCI common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement-eligible requirements. Diluted EPS reflects the assumed conversion of all dilutive securities. There were 78,260, 26,407 and 6,714, stock options and restricted stock units excluded from the calculation of diluted EPS for the years ended December 31, 2014, 2013 and 2012, respectively, because of their anti-dilutive effect. | |||||||||||||
The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||
Income from continuing operations, net of income taxes | $ | 198,942 | $ | 199,910 | $ | 164,791 | |||||||
Income (loss) from discontinued operations, net of income taxes | 85,171 | 22,647 | 19,447 | ||||||||||
Net income | $ | 284,113 | $ | 222,557 | $ | 184,238 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (368 | ) | (633 | ) | (1,547 | ) | |||||||
Earnings available to MSCI common shareholders | $ | 283,745 | $ | 221,924 | $ | 182,691 | |||||||
Basic weighted average common shares outstanding | 115,737 | 120,100 | 122,023 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options and restricted stock units | 969 | 974 | 1,181 | ||||||||||
Diluted weighted average common shares outstanding | 116,706 | 121,074 | 123,204 | ||||||||||
Earnings per basic common share from continuing operations | $ | 1.72 | $ | 1.66 | $ | 1.34 | |||||||
Earnings per basic common share from discontinued operations | 0.73 | 0.19 | 0.16 | ||||||||||
Earnings per basic common share | $ | 2.45 | $ | 1.85 | $ | 1.5 | |||||||
Earnings per diluted common share from continuing operations | $ | 1.7 | $ | 1.64 | $ | 1.32 | |||||||
Earnings per diluted common share from discontinued operations | 0.73 | 0.19 | 0.16 | ||||||||||
Earnings per diluted common share | $ | 2.43 | $ | 1.83 | $ | 1.48 | |||||||
(1) | Restricted stock units granted to employees prior to 2013 and all restricted stock units granted to independent directors of the Company have a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units are not included as incremental shares in the diluted EPS computation. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||||||||||||||||||||||
Legal matters. From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material effect on its business, operating results, financial condition or cash flows. | |||||||||||||||||||||||||||||||||||||||||||||
Leases. The Company leases facilities under non-cancelable operating lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Rent expense for the years ended December 31, 2014, 2013 and 2012 was $27.0 million, $24.2 million and $22.1 million, respectively. | |||||||||||||||||||||||||||||||||||||||||||||
Future minimum commitments for the Company’s operating leases in place as of December 31, 2014 are as follows: | |||||||||||||||||||||||||||||||||||||||||||||
Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2015 | $ | 30,511 | |||||||||||||||||||||||||||||||||||||||||||
2016 | 29,890 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 26,633 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 25,142 | ||||||||||||||||||||||||||||||||||||||||||||
2019 | 20,662 | ||||||||||||||||||||||||||||||||||||||||||||
Thereafter | 155,036 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 287,874 | |||||||||||||||||||||||||||||||||||||||||||
Return of capital. 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 share repurchases aggregating $100.0 million (the “December 2012 ASR Agreement”). As a result of the December 2012 ASR Agreement, 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 Agreement”). As a result of the August 2013 ASR Agreement, 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 third ASR agreement to initiate share repurchases aggregating $100.0 million (the “February 2014 ASR Agreement”). As a result of the February 2014 ASR Agreement, 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 (the “2014 Repurchase Program”). On September 17, 2014, the Board of Directors increased the approval under the 2014 Repurchase Program from $300.0 million to $850.0 million. Share repurchases made pursuant to 2014 Repurchase Program may take place through December 31, 2016 in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended, terminated or extended by the Board of Directors at any time without prior notice. | |||||||||||||||||||||||||||||||||||||||||||||
On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into a fourth ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). On September 19, 2014, the Company paid $300.0 million in cash and received approximately 4.5 million shares of MSCI’s common stock under the September 2014 ASR Agreement. The total number of shares to be repurchased will be based primarily on an arithmetic average of the volume-weighted average prices of MSCI’s common stock on each trading day during the repurchase period. This average price will be capped such that only under limited circumstances will MSCI be required to deliver shares or pay cash at settlement. The Company may also receive additional shares at or prior to maturity of the September 2014 ASR Agreement in May 2015. | |||||||||||||||||||||||||||||||||||||||||||||
The $300.0 million payment for the September 2014 ASR Agreement was initially split and recorded as a $210.0 million increase to “Treasury stock” and a $90.0 million decrease to “Additional paid in capital” on the Company’s Consolidated Statement of Financial Condition to reflect the initial estimate of the value of shares received. | |||||||||||||||||||||||||||||||||||||||||||||
On September 17, 2014, the Board of Directors approved a plan to initiate a regular quarterly cash dividend. Accordingly, the Board of Directors declared a quarterly dividend of $0.18 per share of common stock that was paid on October 31, 2014 to shareholders of record as of the close of trading on October 15, 2014. The Company expects the initial annual dividend rate to be $0.72 per share. The aggregate cash dividend paid on October 31, 2014 amounted to $20.4 million. | |||||||||||||||||||||||||||||||||||||||||||||
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 provided 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 “2013 Amended and Restated Credit Facility”). The Company also amended the amortization schedule of required debt payments under the 2012 Term Loan. Pursuant to the 2013 Amended and Restated Credit Facility, the Company was 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 was to be $658.1 million. | |||||||||||||||||||||||||||||||||||||||||||||
On November 20, 2014, the Company completed its private offering of $800.0 million in aggregate principal amount of 5.25% senior unsecured notes due 2024 (the “Senior Notes”) and also entered into a new $200.0 million senior unsecured revolving credit agreement (the “2014 Revolving Credit Agreement”) by and among the Company, as borrower, certain of its subsidiaries, as guarantors (the “subsidiary guarantors”), the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Company used the net proceeds from the offering of the Senior Notes, together with cash on hand, to prepay in full its $794.8 million of outstanding indebtedness under the 2013 Amended and Restated Credit Facility. | |||||||||||||||||||||||||||||||||||||||||||||
The Senior Notes are scheduled to mature and be paid in full on November 20, 2024. At any time prior to November 15, 2019, the Company may redeem all or part of the Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the Senior Notes, together with accrued and unpaid interest, on or after November 15, 2019, at redemption prices set forth in the Indenture dated as of November 20, 2014, among the Company, the subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee. At any time prior to November 15, 2017, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Senior Notes, including any permitted additional notes, at a redemption price equal to 105.25% of the principal amount. | |||||||||||||||||||||||||||||||||||||||||||||
The 2014 Revolving Credit Agreement replaced the 2012 Revolving Credit Facility. The 2014 Revolving Credit Agreement has an initial term of five years that may be extended, at the Company’s request, for two additional one year terms. | |||||||||||||||||||||||||||||||||||||||||||||
Interest on the Senior Notes accrues at a fixed rate of 5.25% per annum and is payable semiannually in arrears on May 15 and November 15 of each year, commencing May 15, 2015; the Company will make interest payments to holders of record of the Senior Notes on the immediately preceding May 1 and November 1. | |||||||||||||||||||||||||||||||||||||||||||||
On the Company’s Consolidated Statement of Financial Condition at December 31, 2014, there was no “Current maturities of long-term debt” and “Long-term debt, net of current maturities” of $800.0 million. | |||||||||||||||||||||||||||||||||||||||||||||
On the Company’s Consolidated Statement of Financial Condition at December 31, 2013, there was “Current maturities of long-term debt” of $19.8 million, net of a $0.5 million discount and “Long-term debt, net of current maturities” of $788.0 million, net of a $1.7 million discount. | |||||||||||||||||||||||||||||||||||||||||||||
In connection with entering into the Senior Notes and the 2014 Revolving Credit Agreement, the Company paid certain fees which, together with the existing fees related to prior credit facilities, are being amortized over the life of the Senior Notes and 2014 Revolving Credit Agreement. At December 31, 2014, $14.7 million of the deferred financing fees remain unamortized, $1.8 million of which is included in “Prepaid and other assets” and $12.9 million of which is included in “Other non-current assets” on the Company’s Consolidated Statement of Financial Condition. | |||||||||||||||||||||||||||||||||||||||||||||
The Company amortized $7.7 million and $3.3 million of deferred financing fees in interest expense during the years ended December 31, 2014 and 2013, respectively. Approximately $2.2 million and $1.1 million of debt discount was amortized in interest expense during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||||||||||||||
At December 31, 2014 and 2013, the fair market value of the Company’s debt obligations were $831.0 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, which are based on one or more quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly. 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. | |||||||||||||||||||||||||||||||||||||||||||||
Derivatives and Hedging Activities. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company had previously entered into derivative financial instruments to manage exposures that arose from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, and may do so again in the future. The Company’s derivative financial instruments were used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. | |||||||||||||||||||||||||||||||||||||||||||||
Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. | |||||||||||||||||||||||||||||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk. As a result of the repayment of the Company’s then-outstanding term loans on May 4, 2012 and March 14, 2011, the Company discontinued prospective hedge accounting on its then-existing interest rate swaps as they no longer met hedge accounting requirements. The Company has not entered into new interest rate swaps to hedge its debt. The Company continued to report the net loss related to the discontinued cash flow hedges in accumulated other comprehensive income (loss) and reclassified this amount into earnings through the contractual term of the swap agreements which ended in August 2013. | |||||||||||||||||||||||||||||||||||||||||||||
Non-designated Hedges of Foreign Exchange Risk. Derivatives not designated as hedges are not speculative and are used to manage the Company’s economic exposure to foreign exchange rate movements but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2014, the Company had outstanding foreign currency forwards with a notional amount of $11.6 million that were not designated as hedges in qualifying hedging relationships. | |||||||||||||||||||||||||||||||||||||||||||||
The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition: | |||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||||||||||||||||
Financial Condition Location | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (243 | ) | $ | (156 | ) | ||||||||||||||||||||||||||||||||||||||
The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income: | |||||||||||||||||||||||||||||||||||||||||||||
Derivatives in | Amount of Gain or (Loss) | Location of Gain | Amount of Gain or | Location of Gain | Amount of Gain | ||||||||||||||||||||||||||||||||||||||||
Cash Flow | Recognized in Accumulated | or (Loss) | (Loss) Reclassified | or (Loss) | or (Loss) Recognized | ||||||||||||||||||||||||||||||||||||||||
Hedging | Other Comprehensive | Reclassified | from Accumulated Other | Recognized | in Income on Derivatives | ||||||||||||||||||||||||||||||||||||||||
Relationships | Income (Loss) on Derivatives | from Accumulated | Comprehensive Income (Loss) | in Income on | (Ineffective Portion | ||||||||||||||||||||||||||||||||||||||||
(Effective Portion) for the | Other | into Income (Effective | Derivatives | and Amount | |||||||||||||||||||||||||||||||||||||||||
Years Ended | Comprehensive | Portion) for the | (Ineffective | Excluded from | |||||||||||||||||||||||||||||||||||||||||
December 31, | Income into | Years Ended | Portion and | Effectiveness | |||||||||||||||||||||||||||||||||||||||||
Income | December 31, | Amount Excluded | Testing) for the | ||||||||||||||||||||||||||||||||||||||||||
(Effective Portion) | from | Years Ended | |||||||||||||||||||||||||||||||||||||||||||
Effectiveness | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | Testing) | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | $ | (695 | ) | Interest expense | $ | — | $ | (1,364 | ) | $ | 2,437 | Interest expense | $ | — | $ | — | $ | — | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||||||||||||||
Gain or (Loss) | Recognized in Income on | ||||||||||||||||||||||||||||||||||||||||||||
Recognized in | Derivatives for the Years | ||||||||||||||||||||||||||||||||||||||||||||
Income on | Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Derivatives | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (834 | ) | $ | (139 | ) | $ | (200 | ) | |||||||||||||||||||||||||||||||||||
(income) |
Property_Equipment_and_Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Equipment and Leasehold Improvements | 7. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | ||||||||||
Property, equipment and leasehold improvements at December 31, 2014 and 2013 consisted of the following: | |||||||||||
As of | |||||||||||
Type | Estimated | December 31, | December 31, | ||||||||
Useful Lives | 2014(1) | 2013 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 118,537 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 9,569 | 9,108 | ||||||||
Leasehold improvements | 1 to 21 years | 49,756 | 52,776 | ||||||||
Work-in-process | — | 9,020 | 12,691 | ||||||||
Subtotal | 186,882 | 160,959 | |||||||||
Accumulated depreciation and amortization | (92,808 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 94,074 | $ | 85,588 | |||||||
(1) | Property, equipment and leasehold improvements as of December 31, 2014 reflects the disposition and addition of property, equipment and leasehold improvements associated with the sale of ISS and acquisition of Governance Holdings Co. (“GMI Ratings”), respectively. See Note 3, “Dispositions and Discontinued Operations,” and Note 11, “Acquisitions,” for additional information. | ||||||||||
Depreciation and amortization expense of property, equipment and leasehold improvements was $25.7 million, $20.4 million and $16.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS | ||||||||
Goodwill. | |||||||||
The Company carries goodwill as reflected in the table below: | |||||||||
Goodwill | |||||||||
(in thousands) | |||||||||
Goodwill at December 31, 2012 | $ | 1,797,753 | |||||||
Changes to goodwill (1) | 13,902 | ||||||||
Foreign exchange translation adjustment | 1,509 | ||||||||
Goodwill at December 31, 2013 | $ | 1,813,164 | |||||||
Changes to goodwill (2) | (244,299 | ) | |||||||
Foreign exchange translation adjustment | (3,961 | ) | |||||||
Goodwill at December 31, 2014 | $ | 1,564,904 | |||||||
-1 | Changes to goodwill reflect the acquisition of InvestorForce, which contributed $11.6 million, adjustments to the valuation of acquired IPD assets and liabilities, which contributed $2.7 million and the disposition of the CFRA product line, which removed $0.5 million. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
-2 | Changes to goodwill reflect the disposition and addition of goodwill associated with the sale of ISS, which removed $254.2 million, and the acquisition of GMI Ratings, which contributed $9.9 million. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
Intangible Assets. | |||||||||
Amortization expense related to intangible assets for the years ended December 31, 2014, 2013 and 2012, was $45.9 million, $44.8 million and $50.0 million, respectively. | |||||||||
The gross carrying amounts, accumulated amortization and net intangible asset totals related to the Company’s identifiable intangible assets are as follows: | |||||||||
As of | |||||||||
(in thousands) | December 31, | December 31, | |||||||
2014 (1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 360,835 | $ | 478,735 | |||||
Trademarks/trade names | 223,382 | 257,282 | |||||||
Technology/software | 193,681 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,627 | 28,527 | |||||||
Covenant not to compete | 900 | — | |||||||
Subtotal | 807,425 | 968,122 | |||||||
Foreign exchange translation adjustment | (1,588 | ) | 1,962 | ||||||
Total gross intangible assets | $ | 805,837 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (119,058 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (81,545 | ) | (75,696 | ) | |||||
Technology/software | (167,083 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (4,589 | ) | (2,326 | ) | |||||
Covenant not to compete | (187 | ) | — | ||||||
Subtotal | (372,462 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | 253 | (246 | ) | ||||||
Total accumulated amortization | $ | (372,209 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 241,777 | $ | 353,376 | |||||
Trademarks/trade names | 141,837 | 181,586 | |||||||
Technology/software | 26,598 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 24,038 | 26,201 | |||||||
Covenant not to compete | 713 | — | |||||||
Subtotal | 434,963 | 593,991 | |||||||
Foreign exchange translation adjustment | (1,335 | ) | 1,716 | ||||||
Total net intangible assets | $ | 433,628 | $ | 595,707 | |||||
-1 | Intangible assets and the associated accumulated amortization as of December 31, 2014 reflect the disposition and addition of intangible assets associated with the sale of ISS and acquisition of GMI Ratings, respectively. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
Estimated amortization expense for succeeding years is presented below: | |||||||||
For the Years Ending December 31, | Amortization | ||||||||
Expense | |||||||||
(in thousands) | |||||||||
2015 | $ | 47,111 | |||||||
2016 | 46,684 | ||||||||
2017 | 41,457 | ||||||||
2018 | 38,721 | ||||||||
2019 | 37,420 | ||||||||
Thereafter | 222,235 | ||||||||
Total | $ | 433,628 | |||||||
Employee_Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | 9. EMPLOYEE BENEFITS |
The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. For the years ended December 31, 2014, 2013 and 2012, costs relating to 401(k), pension and post-retirement benefit expenses were $22.2 million, $18.2 million and $16.2 million, respectively. Amounts included in cost of services were $13.1 million, $10.9 million and $9.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amounts included in selling, general and administrative expense for the years ended December 31, 2014, 2013 and 2012 were $9.1 million, $7.3 million and $6.6 million, respectively. | |
401(k) and Other Defined Contribution Plans. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions and, in the case of the MSCI 401(k) plan, an additional Company contribution of 3% of the employees’ cash compensation, which is subject to vesting and certain other limitations. The Company’s expenses associated with the 401(k) plan and other defined contribution plans for the years ended December 31, 2014, 2013 and 2012 were $19.3 million, $15.7 million and $13.1 million, respectively. | |
Net Periodic Benefit Expense. Net periodic benefit expense incurred by the Company related to defined benefit pension plans was $2.8 million, $2.5 million and $3.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company uses a measurement date of December 31 to calculate obligations under its pension and postretirement plans. As of December 31, 2014, the Company carried a $16.7 million net liability in other non-current liabilities on its Consolidated Statement of Financial Condition related to its future pension obligations. As of December 31, 2013, the Company carried a $7.7 million net liability in other non-current liabilities on its Consolidated Statement of Financial Condition related to its future pension obligations. The increase was primarily driven by changes in the discount rates used to determine the value of the Company’s future pension obligations. The fair value of the defined benefit plan assets were $14.3 million and $15.7 million at December 31, 2014 and 2013, respectively. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Share-Based Compensation | 10. SHARE-BASED COMPENSATION | ||||||||||||||||
The following footnote reflects the share-based compensation activity recognized by the Company, including the amounts recognized in both continuing operations and discontinued operations for all periods referenced. | |||||||||||||||||
On November 6, 2007, the Company’s Board of Directors approved the award of founders grants to its employees in the form of RSUs and/or options (“Founders Grant Award”). The RSUs and options vested over a four-year period beginning from the November 14, 2007 grant date through November 14, 2011. | |||||||||||||||||
On June 1, 2010, the Company awarded certain of its employees with a grant in the form of PSUs (“Performance Award”). The Performance Award performance-vested based upon the Company achieving specific performance targets over a measurement period ended on December 31, 2012. The Performance Award vested and converted to shares in February 2013. | |||||||||||||||||
On December 10, 2010, the Compensation Committee of the Board of Directors of the Company approved the grant of a special one-time price and time vested stock option award to the Company’s Chief Executive Officer (“2010 CEO Award”). The award was valued at $3.6 million using a Monte Carlo simulation based on the closing price of the Company’s common stock at the close of business on December 13, 2010. The 2010 CEO Award time-vests over a five-year period, with approximately 25% of the award vesting on each of the second, third, fourth and fifth anniversaries of the grant and is subject to certain market performance. | |||||||||||||||||
On December 14, 2010, the Company, as a component of the 2010 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2010 Bonus Award”). The aggregate value of the grants was $18.9 million. Approximately $6.2 million was awarded to retirement-eligible employees under the award terms. A portion of the 2010 Bonus Award consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2011, 2012 and 2013, respectively. A smaller portion of the 2010 Bonus Award consisted of PSUs subject to achieving both specific performance targets over a measurement period ending on December 31, 2012 and a time-vesting period, with one-half time vesting on December 31, 2012 and 2013, respectively. | |||||||||||||||||
On February 2, 2012, the Company, as a component of the 2011 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2011 Bonus Award”). The aggregate value of the grants was $21.2 million. Approximately $6.7 million of the aggregate value of the grants was awarded to retirement-eligible employees under the award terms which had been expensed in the year ended December 31, 2011. A portion of the 2011 Bonus Award consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2013, 2014 and 2015, respectively. A smaller portion of the 2011 Bonus Award consisted of PSUs subject to achieving both specific performance targets over a measurement period ending on December 31, 2013 and a time-vesting period, with one-half time vesting on December 31, 2013 and 2014, respectively. | |||||||||||||||||
In January 2013, the Company, as a component of the 2012 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2012 Bonus Award”). The aggregate value of the grants was $21.7 million. Approximately $6.2 million was awarded to retirement eligible employees under the award terms which had been expensed in the year ended December 31, 2012. A portion of the 2012 Bonus Award consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2014, 2015 and 2016. A smaller portion of the 2012 Bonus Award consisted of PSUs subject to achieving both specific performance targets over a measurement period ending on December 31, 2014 and a time-vesting period, with one-half time vesting on December 31, 2014 and 2015, respectively. | |||||||||||||||||
In January 2014, the Company, as a component of the 2013 annual bonus, awarded a portion of its employees with a grant in the form of restricted stock units (“2013 Bonus Award”). The aggregate value of the grants was $24.3 million. Approximately $6.8 million was awarded to retirement eligible employees under the award terms which had been expensed in the year ended December 31, 2013. A portion of the 2013 Bonus Award consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2015, 2016 and 2017. A smaller portion of the 2013 Bonus Award consisted of PSUs subject to achieving both specific performance targets over a measurement period ending on December 31, 2015 and a time-vesting period, with one-half time vesting on December 31, 2015 and 2016, respectively. | |||||||||||||||||
In January 2015, the Company, as a component of the 2014 annual bonus, awarded a portion of its employees with a grant in the form of RSUs and PSUs (“2014 Bonus Award”). The total number of units granted was 485,170. The aggregate value of the grants was $26.5 million. Approximately $7.2 million was awarded to retirement eligible employees under the award terms which had been expensed in the year ended December 31, 2014. | |||||||||||||||||
On January 27, 2015, the Compensation Committee of the Board of Directors of the Company approved the grant of a special one-time PSU award to certain of the Company’s employees (“2015 Special Incentive Award”), with an aggregate value of $5.0 million. The initial total number of units granted was 91,657, based on the closing price of the Company’s common stock on January 26, 2015. The 2015 Special Incentive Award vests over a five-year period, with one-third of the award both time and performance vesting on each of the third, fourth and fifth anniversaries of the grant. | |||||||||||||||||
During the year ended December 31, 2014, the Company granted 5,371 shares in MSCI common stock and awarded 27,447 RSUs to directors who were not employees of the Company during the period. During the year ended December 31, 2013, the Company granted 4,688 shares in MSCI common stock and awarded 20,514 RSUs to directors who were not employees of the Company during the period. | |||||||||||||||||
For the CEO Award and the 2015 Special Incentive Award, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the remainder of the awards granted by the Company, all or a portion of the award may be cancelled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees. | |||||||||||||||||
In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury. | |||||||||||||||||
The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: | |||||||||||||||||
For the Years Ended | |||||||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Deferred stock | $ | 25,830 | $ | 23,910 | $ | 23,198 | |||||||||||
Stock options | 1,201 | 1,643 | 2,398 | ||||||||||||||
Total share-based compensation expense | $ | 27,031 | $ | 25,553 | $ | 25,596 | |||||||||||
The amount of this expense included in cost of services for the years ended December 31, 2014, 2013 and 2012 was $10.8 million, $9.8 million and $8.8 million, respectively. The amount of this expense included in selling, general and administrative expense for the years ended December 31, 2014, 2013 and 2012 was $14.8 million, $12.9 million and $14.1 million, respectively. The amount of this expense included in income from discontinued operations, net of income taxes for the years ended December 31, 2014, 2013 and 2012 was $1.4 million, $2.8 million and $2.7 million, respectively. | |||||||||||||||||
The tax benefits for share-based compensation expense related to deferred stock and stock options granted to Company employees and to directors who are not employees of the Company were $2.8 million, $2.6 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
As of December 31, 2014, $11.6 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years. | |||||||||||||||||
In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2014, 6.3 million shares of common stock were available for future grants under these plans. | |||||||||||||||||
Deferred Stock Awards. Certain Company employees have been granted deferred stock awards pursuant to a share-based compensation plan. The plan provides for the deferral of a portion of certain employees’ discretionary compensation with awards made in the form of RSUs, PSUs and restricted stock awards (together, the “Deferred Stock Awards”). Recipients of RSUs, restricted stock awards and PSUs granted prior to January 2014 generally have rights to receive dividend equivalents that are not subject to vesting. Recipients of RSUs and PSUs granted in January 2014, and RSUs granted thereafter, generally have rights to receive dividend equivalents that are subject to vesting. Recipients of PSUs granted in January 2015 do not have rights to receive dividend equivalents until actual achievement of performance measures has been confirmed. The Company reports the target number of PSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case the Company reports the amount of shares employees are likely to receive. | |||||||||||||||||
The following table sets forth activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands): | |||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Vested and unvested deferred stock awards at December 31, 2013 (1) | 1,237 | $ | 33.84 | ||||||||||||||
Granted | 639 | $ | 42.32 | ||||||||||||||
Conversion to common stock | (567 | ) | $ | 34.54 | |||||||||||||
Canceled | (96 | ) | $ | 35.82 | |||||||||||||
Vested and unvested deferred stock awards at December 31, 2014 | 1,213 | $ | 37.82 | ||||||||||||||
-1 | As of December 31, 2014, 1,195 restricted stock units and restricted stock awards, with a weighted average price of $37.80, were vested or expected to vest. | ||||||||||||||||
The total fair value of Deferred Stock Awards held by the Company’s employees converted to MSCI common stock during the years ended December 31, 2014, 2013 and 2012 was $24.5 million, $28.2 million and $15.3 million, respectively. | |||||||||||||||||
The following table sets forth activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands): | |||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested deferred stock awards at December 31, 2013 | 894 | $ | 33.85 | ||||||||||||||
Granted | 479 | $ | 42.35 | ||||||||||||||
Vested | (412 | ) | $ | 34.39 | |||||||||||||
Canceled | (78 | ) | $ | 36.35 | |||||||||||||
Unvested deferred stock awards at December 31, 2014 | 883 | $ | 37.99 | ||||||||||||||
Unvested deferred stock awards expected to vest | 866 | $ | 37.96 | ||||||||||||||
Stock Option Awards. No MSCI stock options were issued during the years ended December 31, 2014 and 2012. During the year ended December 31, 2013, the Company awarded stock options. The award was valued using a Black-Scholes valuation model. The weighted average fair value of MSCI stock options issued by the Company in the year ended December 31, 2013 was $19.18 utilizing the following assumptions: | |||||||||||||||||
Assumptions | |||||||||||||||||
Risk free interest rate | 1.87 | % | |||||||||||||||
Expected option life in years | 6.5 | ||||||||||||||||
Expected stock price volatility | 46.07 | % | |||||||||||||||
Expected dividend yield | — | ||||||||||||||||
The expected stock price volatility assumption was determined using the historical volatility of the Company. | |||||||||||||||||
The following table sets forth activity concerning MSCI stock options granted to the Company’s employees for the years ended December 31, 2014 (option data and dollar values in thousands, except exercise price): | |||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | Weighted | Aggregated | |||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Life | ||||||||||||||||
(Years) | |||||||||||||||||
Options outstanding at December 31, 2013 | 1,986 | $ | 21.85 | 4.55 | N/A | ||||||||||||
Granted or assumed | — | $ | — | N/A | N/A | ||||||||||||
Forfeited | (1 | ) | $ | 24.49 | N/A | N/A | |||||||||||
Conversion to common stock | (498 | ) | $ | 19.32 | N/A | N/A | |||||||||||
Options outstanding at December 31, 2014 | 1,487 | $ | 22.69 | 3.76 | $ | 36,802 | |||||||||||
Options exercisable at December 31, 2014 | 1,303 | $ | 20.49 | 3.28 | $ | 35,120 | |||||||||||
Options vested or expected to vest | 1,487 | $ | 22.69 | 3.76 | $ | 36,802 | |||||||||||
The following table presents information relating to the Company’s outstanding stock options as of December 31, 2014 (number of options outstanding and aggregate intrinsic value data in thousands): | |||||||||||||||||
At December 31, 2014 | Options Outstanding | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Life (Years) | Value | |||||||||||||||
Price | |||||||||||||||||
$2.76 to $16.48 | 130 | $ | 12.69 | 2.42 | $ | 4,512 | |||||||||||
$18.00 | 763 | $ | 18 | 2.87 | $ | 22,469 | |||||||||||
$20.45 to $25.64 | 282 | $ | 23.16 | 3.34 | $ | 6,833 | |||||||||||
$36.70 to $40.23 | 312 | $ | 37.88 | 6.88 | $ | 2,988 | |||||||||||
Total | 1,487 | $ | 36,802 | ||||||||||||||
The following table presents information relating to the Company’s exercisable stock options as of December 31, 2014 (number of options outstanding and aggregate intrinsic value data in thousands): | |||||||||||||||||
At December 31, 2014 | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Life (Years) | Value | |||||||||||||||
Price | |||||||||||||||||
$2.76 to $16.48 | 130 | $ | 12.69 | 2.42 | $ | 4,512 | |||||||||||
$18.00 | 763 | $ | 18 | 2.87 | $ | 22,469 | |||||||||||
$20.45 to $25.64 | 282 | $ | 23.16 | 3.34 | $ | 6,833 | |||||||||||
$36.70 to $40.23 | 128 | $ | 37.27 | 6.4 | $ | 1,306 | |||||||||||
Total | 1,303 | $ | 35,120 | ||||||||||||||
The intrinsic value of the stock options exercised by the Company’s employees during the years ended December 31, 2014, 2013 and 2012 was $12.8 million, $13.9 million and $14.5 million, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 11. INCOME TAXES | ||||||||||||
The provision for income taxes (benefits) consisted of (in thousands): | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
U.S. federal | $ | 84,959 | $ | 97,739 | $ | 72,786 | |||||||
U.S. state and local | 13,929 | 16,820 | 25,049 | ||||||||||
Non U.S. | 18,505 | 18,270 | 19,996 | ||||||||||
117,393 | 132,829 | 117,831 | |||||||||||
Deferred | |||||||||||||
U.S. federal | (2,606 | ) | (14,362 | ) | (18,234 | ) | |||||||
U.S. state and local | (3,356 | ) | (3,802 | ) | (3,821 | ) | |||||||
Non U.S. | (2,035 | ) | (1,747 | ) | 234 | ||||||||
(7,997 | ) | (19,911 | ) | (21,821 | ) | ||||||||
Provision for income taxes from continuing operations | $ | 109,396 | $ | 112,918 | $ | 96,010 | |||||||
Provision for income taxes from discontinued operations | $ | 1,059 | $ | 10,146 | $ | 9,161 | |||||||
The following table reconciles the provision to the U.S. federal statutory income tax rate: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35.00 | % | |||||||
U.S. state and local income taxes, net of U.S. federal income tax benefits | 2.72 | % | 3.05 | % | 2.14 | % | |||||||
Change in tax rates applicable to non-U.S. earnings | (1.88 | %) | (0.93 | %) | (1.57 | %) | |||||||
Domestic tax credits | (0.86 | %) | (0.95 | %) | — | % | |||||||
Other | 0.5 | % | (0.07 | %) | 1.24 | % | |||||||
Effective income tax rate | 35.48 | % | 36.1 | % | 36.81 | % | |||||||
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2014 and 2013, were as follows (in thousands): | |||||||||||||
As of | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Employee compensation and benefit plans | $ | 24,765 | $ | 26,165 | |||||||||
Deferred rent | 7,229 | 9,526 | |||||||||||
Property, equipment and leasehold improvements, net | — | 1,520 | |||||||||||
State taxes | 2,322 | 2,323 | |||||||||||
Pension | 2,494 | 395 | |||||||||||
Unearned revenue | 1,117 | 1,238 | |||||||||||
NOL carryforward – current | 1,667 | 3,813 | |||||||||||
NOL carryforward – non-current | 34,249 | 7,506 | |||||||||||
Other | 1,979 | 112 | |||||||||||
Subtotal | 75,822 | 52,598 | |||||||||||
Less: valuation allowance (1) | (21,232 | ) | (7 | ) | |||||||||
Total deferred tax assets | $ | 54,590 | $ | 52,591 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | $ | (154,965 | ) | $ | (233,980 | ) | |||||||
Foreign currency translation | (629 | ) | (372 | ) | |||||||||
Property, equipment and leasehold improvements, net | (10,435 | ) | — | ||||||||||
Other | (246 | ) | — | ||||||||||
Total deferred tax liabilities | $ | (166,275 | ) | $ | (234,352 | ) | |||||||
Net deferred tax liabilities | $ | (111,685 | ) | $ | (181,761 | ) | |||||||
(1) | The Company’s valuation allowance was not significant on December 31, 2013 or in prior periods but increased in the year ended December 31, 2014 as a result of a capital loss carryforward recognized on the sale of ISS that is not currently expected to be utilized. | ||||||||||||
In the year ended December 31, 2013, the Company reported a non-current net operating loss (“NOL”) carryforward of $34.7 million with a valuation allowance against it of $23.4 million. The Company subsequently determined that the maximum NOL available for use was $11.3 million, of which $3.8 million was current and $7.3 million was non-current. The Company has changed its disclosure for the year ended December 31, 2013 to show an NOL carryforward of $11.3 million and a valuation allowance of less than $0.1 million. The United States portion of the NOL’s are subject to an annual limitation on utilization and will begin to expire in 2026. In addition, the December 31, 2013 deferred tax liability was understated by $13.6 million. The amounts in the table above reflect the revised balances. See Note 1, “Introduction And Basis Of Presentation—Revision,” for further details. | |||||||||||||
The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated (in thousands): | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | 269,944 | $ | 276,549 | $ | 220,072 | |||||||
Foreign (1) | 38,394 | 36,279 | 40,729 | ||||||||||
Total income before provision for income taxes | $ | 308,338 | $ | 312,828 | $ | 260,801 | |||||||
(1) | Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S. | ||||||||||||
Cumulative earnings attributable to foreign subsidiaries were $149.1 million, $188.6 million and $164.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. No provisions for income tax that could occur upon repatriation have been recorded on these earnings which are permanently invested abroad. It is not practicable to determine the amount of income taxes payable in the event all such foreign earnings are repatriated. | |||||||||||||
The Company intends to permanently reinvest the undistributed earnings of all foreign operations indefinitely except for any entities that are branches of U.S. companies or check-the-box entities that have elected to be treated as disregarded entities for U.S. tax purposes and are held directly by a U.S. company or MSCI Ltd. As a result, the Company does not accrue for the U.S. taxes that would be recognized upon repatriation of these earnings. | |||||||||||||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months. | |||||||||||||
The Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs. | |||||||||||||
The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Gross unrecognized tax benefits | Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
(amounts in thousands) | |||||||||||||
Beginning balance | $ | 7,089 | $ | 6,827 | $ | 13,168 | |||||||
Increases based on tax positions related to the current period | 292 | 194 | — | ||||||||||
Increases based on tax positions related to prior periods | 1,969 | 2,690 | 349 | ||||||||||
Decreases based on tax positions related to prior periods | (346 | ) | (2,474 | ) | (427 | ) | |||||||
Increases/ (Decreases) related to settlements with taxing authorities | (1,652 | ) | — | (6,263 | ) | ||||||||
Increases/(Decreases) related to a lapse of applicable statute of limitations | (827 | ) | (148 | ) | — | ||||||||
Ending balance | $ | 6,525 | $ | 7,089 | $ | 6,827 | |||||||
The total amount of unrecognized tax benefits was $5.5 million, net of federal benefit of state issues, competent authority and foreign tax credit offsets, as of December 31, 2014, which, if recognized, would favorably affect the effective tax rate in future periods. The Company recognizes the accrual of interest and penalties related to unrecognized tax benefits in the Provision for Income Taxes in the Consolidated Statement of Income. For the year ended December 31, 2014, the Company recognized less than $0.1 million of interest in the Consolidated Statement of Income. No significant penalties were recognized in the Consolidated Statement of Income for the year ended December 31, 2014. | |||||||||||||
The Company is under examination by the Internal Revenue Service and other tax authorities in certain jurisdictions, including foreign jurisdictions, 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 but include years ranging from 2005 through 2013. 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | 12. ACQUISITIONS |
The acquisition method of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures,” which the Company has adopted as required. The total purchase price is allocated to the net tangible and intangible assets based upon their fair values as of the acquisition dates. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill. The allocation of the purchase price was based upon a valuation and is subject to change within the one-year measurement period following the acquisition. MSCI expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period. | |
Acquisition of GMI Ratings | |
On August 11, 2014, the Company completed the acquisition of GMI Ratings for $15.5 million in cash through its subsidiary MSCI ESG Research Inc. GMI Ratings is a provider of corporate governance research and ratings on companies worldwide. Clients of GMI Ratings include institutional investors, banks, insurers, auditors, regulators and corporations seeking to incorporate ESG factors into risk assessment and decision-making. | |
As of December 31, 2014, the preliminary purchase price allocations for the GMI Ratings acquisition were $9.9 million for goodwill, $3.6 million for identifiable intangible assets, $6.7 million for assets other than identifiable intangible assets and $4.7 million for other liabilities. | |
Acquisition of InvestorForce | |
On January 29, 2013, MSCI completed the acquisition of InvestorForce by paying $23.6 million in cash. The acquisition of InvestorForce enhances MSCI’s position as a leader in performance analysis and risk transparency and furthers its goal of providing investment decision support tools to institutional investors across all client segments and asset classes. InvestorForce is a provider of performance reporting solutions to the institutional investment community in the United States, providing investment consultants with an integrated solution for daily monitoring, analysis of and reporting on institutional assets. | |
The purchase price allocations for the InvestorForce acquisition were $11.6 million for goodwill, $9.1 million for identifiable intangible assets, $6.4 million for assets other than identifiable intangible assets and $3.5 million for other liabilities. | |
Acquisition of IPD | |
On November 30, 2012, MSCI Limited, an indirect wholly-owned subsidiary of the Company, paid cash of $124.8 million to acquire real estate performance measurement group IPD. The acquisition of IPD expands the Company’s multi-asset class offering by facilitating the integration of private real estate assets into its models, as well as adding a family of real estate indexes to the Company’s family of equity indexes. IPD is dedicated to the objective measurement of the commercial real estate market. IPD is a provider of real estate performance analysis for funds, investors, managers, lenders and occupiers and offers a wide range of services that include research, reporting, benchmarking and indexes. | |
The purchase price allocations for the IPD acquisition were $76.5 million for goodwill, $58.7 million for identifiable intangible assets, $18.6 million for assets other than identifiable intangible assets and $29.0 million for other liabilities. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Information | 13. SEGMENT INFORMATION | ||||||||||||
ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or CODM, in deciding how to allocate resources and in assessing performance. MSCI’s Chief Executive Officer, who is considered to be its CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. | |||||||||||||
MSCI operated as two segments in the year ended December 31, 2013: 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 Inc. entered into a definitive agreement to sell ISS, which, together with the CFRA product line disposed of on March 31, 2013, made up the Company’s Governance segment, the results for which are now reflected in “Income from discontinued operations, net of income taxes” in the Consolidated Statements of Income. The Company completed the sale of ISS on April 30, 2014. 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. | |||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | |||||||||||||
Americas: | |||||||||||||
United States | $ | 471,145 | $ | 416,999 | $ | 394,401 | |||||||
Other | 37,189 | 34,547 | 27,783 | ||||||||||
Total Americas | 508,334 | 451,546 | 422,184 | ||||||||||
Europe, the Middle East and Africa (“EMEA”): | |||||||||||||
United Kingdom | 154,308 | 141,938 | 107,189 | ||||||||||
Other | 209,893 | 202,664 | 179,535 | ||||||||||
Total EMEA | 364,201 | 344,602 | 286,724 | ||||||||||
Asia & Australia: | |||||||||||||
Japan | 46,642 | 46,752 | 53,649 | ||||||||||
Other | 77,503 | 70,464 | 64,433 | ||||||||||
Total Asia & Australia | 124,145 | 117,216 | 118,082 | ||||||||||
Total | $ | 996,680 | $ | 913,364 | $ | 826,990 | |||||||
Long-lived assets consist of property, equipment, leasehold improvements, goodwill and intangible assets, net of accumulated depreciation and amortization. The following table sets forth long-lived assets on the dates indicated by geographic area: | |||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Long-lived assets | |||||||||||||
Americas: | |||||||||||||
United States | $ | 1,944,433 | $ | 2,338,124 | |||||||||
Other | 3,293 | 4,082 | |||||||||||
Total Americas | 1,947,726 | 2,342,206 | |||||||||||
EMEA: | |||||||||||||
United Kingdom | 120,781 | 133,411 | |||||||||||
Other | 13,345 | 11,871 | |||||||||||
Total EMEA | 134,126 | 145,282 | |||||||||||
Asia & Australia: | |||||||||||||
Japan | 837 | 1,543 | |||||||||||
Other | 9,917 | 5,428 | |||||||||||
Total Asia & Australia | 10,754 | 6,971 | |||||||||||
Total | $ | 2,092,606 | $ | 2,494,459 | |||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Quarterly Results of Operations | 14. QUARTERLY RESULTS OF OPERATIONS (unaudited): | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | First | Second | Third | Fourth | ||||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Operating revenues | $ | 239,688 | $ | 254,226 | $ | 251,661 | $ | 251,105 | $ | 219,469 | $ | 228,423 | $ | 228,608 | $ | 236,864 | |||||||||||||||||
Cost of services | 75,427 | 76,816 | 78,876 | 77,455 | 65,300 | 69,696 | 68,151 | 72,256 | |||||||||||||||||||||||||
Selling, general and administrative | 67,658 | 71,516 | 70,833 | 69,345 | 55,515 | 52,842 | 59,917 | 64,174 | |||||||||||||||||||||||||
Amortization of intangible assets | 11,270 | 11,442 | 11,574 | 11,591 | 11,166 | 11,222 | 11,193 | 11,217 | |||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5,828 | 5,921 | 6,342 | 7,620 | 4,597 | 4,774 | 5,443 | 5,570 | |||||||||||||||||||||||||
Total operating expenses | 160,183 | 165,695 | 167,625 | 166,011 | 136,578 | 138,534 | 144,704 | 153,217 | |||||||||||||||||||||||||
Operating income | 79,505 | 88,531 | 84,036 | 85,094 | 82,891 | 89,889 | 83,904 | 83,647 | |||||||||||||||||||||||||
Interest income | (156 | ) | (192 | ) | (277 | ) | (226 | ) | (237 | ) | (186 | ) | (227 | ) | (239 | ) | |||||||||||||||||
Interest expense (1) | 5,059 | 5,366 | 5,604 | 15,791 | 7,016 | 6,499 | 5,828 | 6,913 | |||||||||||||||||||||||||
Other expense (income) | 1,071 | (726 | ) | (1,287 | ) | (1,199 | ) | 1,922 | (328 | ) | 563 | (21 | ) | ||||||||||||||||||||
Other expense (income), net | 5,974 | 4,448 | 4,040 | 14,366 | 8,701 | 5,985 | 6,164 | 6,653 | |||||||||||||||||||||||||
Income from continuing operations before provision for income taxes | 73,531 | 84,083 | 79,996 | 70,728 | 74,190 | 83,904 | 77,740 | 76,994 | |||||||||||||||||||||||||
Provision for income taxes | 26,385 | 27,280 | 28,272 | 27,459 | 21,232 | 27,763 | 27,804 | 36,119 | |||||||||||||||||||||||||
Income from continuing operations | 47,146 | 56,803 | 51,724 | 43,269 | 52,958 | 56,141 | 49,936 | 40,875 | |||||||||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | 33,253 | 50,857 | (10 | ) | 1,071 | 5,979 | 4,912 | 5,374 | 6,382 | ||||||||||||||||||||||||
Net income | $ | 80,399 | $ | 107,660 | $ | 51,714 | $ | 44,340 | $ | 58,937 | $ | 61,053 | $ | 55,310 | $ | 47,257 | |||||||||||||||||
Earnings per basic common share | |||||||||||||||||||||||||||||||||
From continuing operations | $ | 0.4 | $ | 0.48 | $ | 0.44 | $ | 0.38 | $ | 0.44 | $ | 0.46 | $ | 0.42 | $ | 0.34 | |||||||||||||||||
From discontinued operations | 0.28 | 0.44 | — | 0.01 | 0.05 | 0.04 | 0.04 | 0.06 | |||||||||||||||||||||||||
Earnings per basic common share | $ | 0.68 | $ | 0.92 | $ | 0.44 | $ | 0.39 | $ | 0.49 | $ | 0.5 | $ | 0.46 | $ | 0.4 | |||||||||||||||||
Earnings per diluted common share | |||||||||||||||||||||||||||||||||
From continuing operations | $ | 0.4 | $ | 0.48 | $ | 0.44 | $ | 0.38 | $ | 0.43 | $ | 0.46 | $ | 0.42 | $ | 0.34 | |||||||||||||||||
From discontinued operations | 0.28 | 0.43 | — | 0.01 | 0.05 | 0.04 | 0.04 | 0.05 | |||||||||||||||||||||||||
Earnings per diluted common share | $ | 0.68 | $ | 0.91 | $ | 0.44 | $ | 0.39 | $ | 0.48 | $ | 0.5 | $ | 0.46 | $ | 0.39 | |||||||||||||||||
Weighted average shares outstanding used in computing per share data | |||||||||||||||||||||||||||||||||
Basic | 117,582 | 116,702 | 116,251 | 112,299 | 120,746 | 121,149 | 119,607 | 118,828 | |||||||||||||||||||||||||
Diluted | 118,597 | 117,664 | 117,163 | 113,289 | 121,702 | 122,069 | 120,578 | 119,877 | |||||||||||||||||||||||||
-1 | Increased interest expense during the fourth quarter of 2014 was primarily the result of the debt discount and deferred financing fees written off in association with the offering of the Senior Notes and the 2014 Revolving Facility. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS |
On February 3, 2015, the Board of Directors of the Company declared a quarterly dividend of $0.18 per share of common stock to be paid on March 13, 2015 to shareholders of record as of the close of trading on February 20, 2015. |
Introduction_and_Basis_of_Pres1
Introduction and Basis of Presentation (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||
The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, of which the Company has none, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “Consolidations.” For investments in any entities in which the Company owns 20% or less of the outstanding voting stock and significant influence does not exist, such investments are carried at cost. | |||||||||||||
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 to its Consolidated Statement of Financial Condition 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 ASC Subtopic 250-10, “Accounting Changes and Error Corrections,” the Company has revised its Consolidated Statement of Financial Condition as of December 31, 2013 and the Consolidated Statement of Cash Flows for the year ended December 31, 2013 to reflect these corrections. | |||||||||||||
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 Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
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 | |||||||
The Company has revised the Consolidated Statement of Cash Flows for the year ended December 31, 2013 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
Excess tax benefits from share-based compensation | $ | (2,633 | ) | $ | 736 | $ | (1,897 | ) | |||||
Net cash provided by operating activities | $ | 320,447 | $ | 736 | $ | 321,183 | |||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
Net cash (used in) provided by financing activities | $ | (145,848 | ) | $ | (736 | ) | $ | (146,584 | ) | ||||
The Company has revised the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011 from amounts previously reported as follows: | |||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
As of December 31, 2011 | |||||||||||||
Retained earnings | $ | 363,461 | $ | (11,281 | ) | $ | 352,180 | ||||||
Total shareholders’ equity | $ | 1,305,432 | $ | (11,281 | ) | $ | 1,294,151 | ||||||
For the year ended December 31, 2013 | |||||||||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
As of December 31, 2013 | |||||||||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 | ||||||
Basis of Financial Statements and Use of Estimates | Basis of Financial Statements and Use of Estimates | ||||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. | |||||||||||||
Inter-company balances and transactions are eliminated in consolidation. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
In general, the Company applies SEC Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” in determining revenue recognition. Accordingly, the Company recognizes revenue when all the following criteria are met: | |||||||||||||
• | The Company has persuasive evidence of a legally binding arrangement, | ||||||||||||
• | Delivery has occurred, | ||||||||||||
• | Client fee is deemed fixed or determinable, and | ||||||||||||
• | Collection is probable. | ||||||||||||
When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “Revenue Arrangements with Multiple Deliverables.” Under the provisions of ASC Subtopic 605-25, elements within a multi-deliverable arrangement should be considered separate units of accounting if all of the following criteria are met: | |||||||||||||
• | The delivered items have value to the client on a standalone basis. The items have value on a standalone basis if they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and | ||||||||||||
• | If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. | ||||||||||||
The Company provides products and services to its clients under various software and non-software related arrangements. The Company has signed contracts with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. | |||||||||||||
The Company’s subscription agreements for non-software-related application services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly. | |||||||||||||
In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance, prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with the implementation services are recognized ratably over the useful life of those services. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with the Company’s real estate benchmark business, are recognized upon delivery of such reports or data updates. | |||||||||||||
The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “Software-Revenue Recognition.” The Company’s subscription agreements for software products include provisions that, among other things, would allow clients to receive unspecified, when and if available, software upgrades for no additional fee as well as the right to use the software products with maintenance and technical support for the term of the agreement, which is typically one year. Software agreements may include other consulting and professional services. In accordance with ASC Subtopic 985-605, “Software Revenue Recognition,” the Company does not have vendor specific objective evidence (“VSOE”) for these elements and therefore begins to recognize software related revenue ratably over the term of the license agreement once delivered. | |||||||||||||
Adjustment to Revenues | |||||||||||||
During the year ended December 31, 2012, as a result of a one-time adjustment, the Company recorded a $5.2 million cumulative revenue reduction to correct an error related to revenues previously reported through December 31, 2011. The effect of recording this adjustment in the first quarter of 2012 resulted in a one-time decrease to the energy and commodity analytics products revenues in the Company’s Consolidated Statement of Income and an increase in deferred revenues in the Company’s Consolidated Statement of Financial Condition. It was determined that under ASC Subtopic 985-605, the Company incorrectly established VSOE for certain energy and commodity analytics products and as a result should not have been recognizing a substantial portion of the revenue immediately upon delivery or renewal of a time based subscription license, the terms of which are generally one year. Rather, the entire license fee should have been recognized ratably over the term of the license. As such, the Company made the cumulative adjustment effective January 1, 2012 and started recognizing revenue related to all contracts still in effect as of this date ratably over the remainder of the term. The Company began recognizing revenue ratably over the contract term for any new contracts entered into on or after January 1, 2012. Based upon an evaluation of all relevant factors, management believes the correcting adjustment did not have a material impact on the Company’s previously reported results and, accordingly, has determined that restatement of previously issued financial statements is not necessary. | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
Certain of the Company’s employees have received share-based compensation under certain compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation-Stock Compensation.” ASC Subtopic 718-10 requires measurement of compensation cost for equity-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. | |||||||||||||
The fair value of MSCI restricted stock units (“RSUs”) is measured as the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at fair market value, which is measured as the closing price of MSCI’s common stock on the date prior to grant. | |||||||||||||
The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. | |||||||||||||
Based on interpretive guidance related to share-based compensation, the Company’s policy is to accrue the estimated cost of share-based awards that are granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the awards granted to employees consist of PSUs. The Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered. If the estimated number of units changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. | |||||||||||||
Research and Development | Research and Development | ||||||||||||
The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio. | |||||||||||||
The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software. The Company capitalized $8.3 million and $3.3 million of costs related to software developed for internal use in the Consolidated Statement of Financial Condition for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. | |||||||||||||
Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. | |||||||||||||
The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. | |||||||||||||
Deferred Revenue | Deferred Revenue | ||||||||||||
Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized ratably over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. | |||||||||||||
Goodwill | Goodwill | ||||||||||||
Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill relates to the acquisitions of Barra, Inc. (“Barra”), RiskMetrics Group, Inc. (“RiskMetrics”), Measurisk, LLC (“Measurisk”), IPD Group Limited (“IPD”), Investor Force Holdings, Inc. (“InvestorForce”) and Governance Holdings Co. (“GMI Ratings”). The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Topic 350, “Intangibles—Goodwill and Other.” | |||||||||||||
The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level, which is deemed to be at the level of the MSCI business segments. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of its reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||
Intangible assets consist of those definite-lived intangibles from the acquisitions of Barra in June 2004, RiskMetrics in June 2010, Measurisk in July 2010, IPD in November 2012, InvestorForce in January 2013 and GMI Ratings in August 2014. The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of intangible assets has been identified during any of the periods presented. The Company has no indefinite-lived intangibles. The intangible assets have remaining useful lives ranging from one to 20 years. | |||||||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||||||
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income), net” on the Consolidated Statement of Income. | |||||||||||||
Derivative Instruments | Derivative Instruments | ||||||||||||
The Company applies ASC Subtopic 815-10, “Derivatives and Hedging,” which establishes accounting and reporting standards for derivative instruments and hedging activities. The Company may use interest rate swaps and forward contracts on foreign currency to manage risks generally associated with interest rate and foreign exchange rate fluctuations, respectively. The Company’s derivative financial instruments are used as risk management tools and not for speculative or trading purposes. | |||||||||||||
For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. | |||||||||||||
The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with assets and liabilities that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income. | |||||||||||||
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements | ||||||||||||
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. Estimates of useful lives are as follows: furniture & fixtures – seven years; computer and related equipment – three to five years. Leasehold improvements are amortized on a straight-line basis over one to 21 years, which represents the lesser of the estimated useful life of the asset or, where applicable, the remaining term of the lease. | |||||||||||||
Treasury Stock | Treasury Stock | ||||||||||||
The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. | |||||||||||||
In accordance with ASC Subtopic 505-10, “Equity,” the Company accounts for the capped accelerated share repurchase (“ASR”) agreements into which it enters as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date of the shares and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounts for the shares that it receives under capped ASR agreements during the period as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock meet all the applicable criteria for equity classification in accordance with ASC Subtopic 815-10 and, therefore, the capped ASR agreements are not accounted for as derivative instruments. | |||||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||||
The Company licenses its products and services to investment managers mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company evaluates the credit of its customers and does not require collateral. The Company maintains an allowance on customer accounts where estimated losses may result from the inability of its customers to make required payments. | |||||||||||||
An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2011 to December 31, 2014 were as follows: | |||||||||||||
Amount | |||||||||||||
(in thousands) | |||||||||||||
Balance as of December 31, 2011 | $ | 857 | |||||||||||
Addition to provision | 403 | ||||||||||||
Amounts written off, net of recoveries | (296 | ) | |||||||||||
Balance as of December 31, 2012 | $ | 964 | |||||||||||
Addition to provision | 876 | ||||||||||||
Amounts written off, net of recoveries | (560 | ) | |||||||||||
Balance as of December 31, 2013 | $ | 1,280 | |||||||||||
Addition to provision | 452 | ||||||||||||
Amounts written off, net of recoveries | (875 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 857 | |||||||||||
Accrued Compensation | Accrued Compensation | ||||||||||||
The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end the Company determines the amount of discretionary cash bonus expense. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly. | |||||||||||||
Concentrations | Concentrations | ||||||||||||
For the year ended December 31, 2014, BlackRock, Inc. accounted for 10.6% of the Company’s operating revenues. For the years ended December 31, 2013 and 2012, no single customer accounted for 10.0% or more of the Company’s operating revenues. |
Introduction_and_Basis_of_Pres2
Introduction and Basis of Presentation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts from December 31, 2011 to December 31, 2014 were as follows: | ||||||||||||
Amount | |||||||||||||
(in thousands) | |||||||||||||
Balance as of December 31, 2011 | $ | 857 | |||||||||||
Addition to provision | 403 | ||||||||||||
Amounts written off, net of recoveries | (296 | ) | |||||||||||
Balance as of December 31, 2012 | $ | 964 | |||||||||||
Addition to provision | 876 | ||||||||||||
Amounts written off, net of recoveries | (560 | ) | |||||||||||
Balance as of December 31, 2013 | $ | 1,280 | |||||||||||
Addition to provision | 452 | ||||||||||||
Amounts written off, net of recoveries | (875 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 857 | |||||||||||
Balance Sheet [Member] | |||||||||||||
Schedule of Revised Consolidated Financial Statements Amounts Previously Reported | Accordingly, the Company has revised the Consolidated Statement of Financial Condition as of December 31, 2013 from amounts previously reported as follows: | ||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
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 | |||||||
Statements of Cash Flows [Member] | |||||||||||||
Schedule of Revised Consolidated Financial Statements Amounts Previously Reported | The Company has revised the Consolidated Statement of Cash Flows for the year ended December 31, 2013 from amounts previously reported as follows: | ||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
Excess tax benefits from share-based compensation | $ | (2,633 | ) | $ | 736 | $ | (1,897 | ) | |||||
Net cash provided by operating activities | $ | 320,447 | $ | 736 | $ | 321,183 | |||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
Net cash (used in) provided by financing activities | $ | (145,848 | ) | $ | (736 | ) | $ | (146,584 | ) | ||||
Statements of Stockholders' Equity [Member] | |||||||||||||
Schedule of Revised Consolidated Financial Statements Amounts Previously Reported | The Company has revised the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011 from amounts previously reported as follows: | ||||||||||||
As Previously | Adjustment | As Revised | |||||||||||
Reported | |||||||||||||
(in thousands) | |||||||||||||
As of December 31, 2011 | |||||||||||||
Retained earnings | $ | 363,461 | $ | (11,281 | ) | $ | 352,180 | ||||||
Total shareholders’ equity | $ | 1,305,432 | $ | (11,281 | ) | $ | 1,294,151 | ||||||
For the year ended December 31, 2013 | |||||||||||||
Excess tax benefits from share-based compensation | $ | 2,633 | $ | (736 | ) | $ | 1,897 | ||||||
As of December 31, 2013 | |||||||||||||
Additional paid in capital | $ | 1,073,893 | $ | (736 | ) | $ | 1,073,157 | ||||||
Total shareholders’ equity | $ | 1,576,364 | $ | (12,017 | ) | $ | 1,564,347 |
Dispositions_and_Discontinued_1
Dispositions and Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||
Schedule of Value of Assets and Liabilities Disposed | The sale of ISS was completed on April 30, 2014 for $367.4 million. 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 year ended December 31, 2014 are as follows: | ||||||||||||
(in thousands) | |||||||||||||
Cash proceeds | $ | 367,355 | |||||||||||
Less: working capital adjustments | (311 | ) | |||||||||||
Total proceeds | 367,044 | ||||||||||||
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 income 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 | $ | 78,674 | |||||||||||
Schedule of Income (Loss) Amounts Associated with Discontinued Operations | Income (loss) from discontinued operations. Amounts associated with discontinued operations reflected in the Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Revenue from discontinued operations | $ | 43,122 | $ | 122,303 | $ | 123,151 | |||||||
Income from discontinued operations before provision for income taxes | $ | 86,230 | $ | 32,793 | $ | 28,608 | |||||||
Provision for income taxes | 1,059 | 10,146 | 9,161 | ||||||||||
Income from discontinued operations, net of income taxes | $ | 85,171 | $ | 22,647 | $ | 19,447 | |||||||
Reclassifications_out_of_Accum1
Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Statement of Comprehensive Income [Abstract] | |||||||||||
Schedule of Reclassifications out of Accumulated Other Comprehensive Income (Loss) | Reclassifications Out of Accumulated Other Comprehensive Income (Loss)(1) | ||||||||||
(in thousands) | |||||||||||
Details about Accumulated Other | Amount Reclassified from Accumulated | Affected Line Item in the | |||||||||
Comprehensive Income (Loss) Components | Other Comprehensive Income (Loss) | Unaudited Condensed | |||||||||
Consolidated Statements of Income | |||||||||||
Year Ended | Year Ended | ||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Unrealized losses on cash flow hedges | |||||||||||
Interest rate contracts | $ | — | $ | (1,364 | ) | Interest expense | |||||
— | 524 | Tax benefit | |||||||||
$ | — | $ | (840 | ) | Net of tax | ||||||
Unrealized gains on available-for-sale securities | |||||||||||
Short-term investments | $ | — | $ | 5 | Interest income | ||||||
— | (2 | ) | Tax expense | ||||||||
$ | — | $ | 3 | Net of tax | |||||||
Defined benefit pension plans | |||||||||||
Amount recognized as a component of net periodic benefit expense for curtailments and settlements | $ | (104 | ) | $ | (32 | )(2) | |||||
(15 | ) | 6 | Tax expense (3) | ||||||||
$ | (119 | ) | $ | (26 | ) | Net of tax (4) | |||||
Foreign currency translation adjustment | $ | 4,184 | $ | — | (5) | ||||||
Total reclassifications for the period, net of tax | $ | 4,065 | $ | (863 | ) | ||||||
(1) | Amounts in parentheses indicate expenses or losses moved to the Consolidated Statements of Income. | ||||||||||
(2) | Includes $(186,000) for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(3) | Includes $6,000 for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(4) | Includes $(180,000) for the year ended December 31, 2014 that was reclassified to “Income from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. | ||||||||||
(5) | This accumulated other comprehensive income component for the year ended December 31, 2014 was 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) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Computation of Basic and Diluted EPS | The following table presents the computation of basic and diluted EPS: | ||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||
Income from continuing operations, net of income taxes | $ | 198,942 | $ | 199,910 | $ | 164,791 | |||||||
Income (loss) from discontinued operations, net of income taxes | 85,171 | 22,647 | 19,447 | ||||||||||
Net income | $ | 284,113 | $ | 222,557 | $ | 184,238 | |||||||
Less: Allocations of earnings to unvested restricted stock units (1) | (368 | ) | (633 | ) | (1,547 | ) | |||||||
Earnings available to MSCI common shareholders | $ | 283,745 | $ | 221,924 | $ | 182,691 | |||||||
Basic weighted average common shares outstanding | 115,737 | 120,100 | 122,023 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options and restricted stock units | 969 | 974 | 1,181 | ||||||||||
Diluted weighted average common shares outstanding | 116,706 | 121,074 | 123,204 | ||||||||||
Earnings per basic common share from continuing operations | $ | 1.72 | $ | 1.66 | $ | 1.34 | |||||||
Earnings per basic common share from discontinued operations | 0.73 | 0.19 | 0.16 | ||||||||||
Earnings per basic common share | $ | 2.45 | $ | 1.85 | $ | 1.5 | |||||||
Earnings per diluted common share from continuing operations | $ | 1.7 | $ | 1.64 | $ | 1.32 | |||||||
Earnings per diluted common share from discontinued operations | 0.73 | 0.19 | 0.16 | ||||||||||
Earnings per diluted common share | $ | 2.43 | $ | 1.83 | $ | 1.48 | |||||||
(1) | Restricted stock units granted to employees prior to 2013 and all restricted stock units granted to independent directors of the Company have a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units are not included as incremental shares in the diluted EPS computation. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Future Minimum Commitments Under Operating Leases | Future minimum commitments for the Company’s operating leases in place as of December 31, 2014 are as follows: | ||||||||||||||||||||||||||||||||||||||||||||
Years Ending December 31, | Amount | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||
2015 | $ | 30,511 | |||||||||||||||||||||||||||||||||||||||||||
2016 | 29,890 | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 26,633 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 25,142 | ||||||||||||||||||||||||||||||||||||||||||||
2019 | 20,662 | ||||||||||||||||||||||||||||||||||||||||||||
Thereafter | 155,036 | ||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 287,874 | |||||||||||||||||||||||||||||||||||||||||||
Summary of Fair Values of Derivative Instruments | The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition: | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Consolidated Statements of | As of | As of | ||||||||||||||||||||||||||||||||||||||||||
Financial Condition Location | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||
Liability derivatives: | |||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other accrued liabilities | $ | (243 | ) | $ | (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 Consolidated Statements of Financial Condition and Consolidated Statements of Income: | ||||||||||||||||||||||||||||||||||||||||||||
Derivatives in | Amount of Gain or (Loss) | Location of Gain | Amount of Gain or | Location of Gain | Amount of Gain | ||||||||||||||||||||||||||||||||||||||||
Cash Flow | Recognized in Accumulated | or (Loss) | (Loss) Reclassified | or (Loss) | or (Loss) Recognized | ||||||||||||||||||||||||||||||||||||||||
Hedging | Other Comprehensive | Reclassified | from Accumulated Other | Recognized | in Income on Derivatives | ||||||||||||||||||||||||||||||||||||||||
Relationships | Income (Loss) on Derivatives | from Accumulated | Comprehensive Income (Loss) | in Income on | (Ineffective Portion | ||||||||||||||||||||||||||||||||||||||||
(Effective Portion) for the | Other | into Income (Effective | Derivatives | and Amount | |||||||||||||||||||||||||||||||||||||||||
Years Ended | Comprehensive | Portion) for the | (Ineffective | Excluded from | |||||||||||||||||||||||||||||||||||||||||
December 31, | Income into | Years Ended | Portion and | Effectiveness | |||||||||||||||||||||||||||||||||||||||||
Income | December 31, | Amount Excluded | Testing) for the | ||||||||||||||||||||||||||||||||||||||||||
(Effective Portion) | from | Years Ended | |||||||||||||||||||||||||||||||||||||||||||
Effectiveness | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | Testing) | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | $ | (695 | ) | Interest expense | $ | — | $ | (1,364 | ) | $ | 2,437 | Interest expense | $ | — | $ | — | $ | — | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||||||||||||||
Gain or (Loss) | Recognized in Income on | ||||||||||||||||||||||||||||||||||||||||||||
Recognized in | Derivatives for the Years | ||||||||||||||||||||||||||||||||||||||||||||
Income on | Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | Derivatives | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other expense | $ | (834 | ) | $ | (139 | ) | $ | (200 | ) | |||||||||||||||||||||||||||||||||||
(income) |
Property_Equipment_and_Leaseho1
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Schedule of Property, Equipment and Leasehold Improvements | Property, equipment and leasehold improvements at December 31, 2014 and 2013 consisted of the following: | ||||||||||
As of | |||||||||||
Type | Estimated | December 31, | December 31, | ||||||||
Useful Lives | 2014(1) | 2013 | |||||||||
(in thousands) | |||||||||||
Computer & related equipment | 3 to 5 years | $ | 118,537 | $ | 86,384 | ||||||
Furniture & fixtures | 7 years | 9,569 | 9,108 | ||||||||
Leasehold improvements | 1 to 21 years | 49,756 | 52,776 | ||||||||
Work-in-process | — | 9,020 | 12,691 | ||||||||
Subtotal | 186,882 | 160,959 | |||||||||
Accumulated depreciation and amortization | (92,808 | ) | (75,371 | ) | |||||||
Property, equipment and leasehold improvements, net | $ | 94,074 | $ | 85,588 | |||||||
(1) | Property, equipment and leasehold improvements as of December 31, 2014 reflects the disposition and addition of property, equipment and leasehold improvements associated with the sale of ISS and acquisition of Governance Holdings Co. (“GMI Ratings”), respectively. See Note 3, “Dispositions and Discontinued Operations,” and Note 11, “Acquisitions,” for additional information. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Goodwill | The Company carries goodwill as reflected in the table below: | ||||||||
Goodwill | |||||||||
(in thousands) | |||||||||
Goodwill at December 31, 2012 | $ | 1,797,753 | |||||||
Changes to goodwill (1) | 13,902 | ||||||||
Foreign exchange translation adjustment | 1,509 | ||||||||
Goodwill at December 31, 2013 | $ | 1,813,164 | |||||||
Changes to goodwill (2) | (244,299 | ) | |||||||
Foreign exchange translation adjustment | (3,961 | ) | |||||||
Goodwill at December 31, 2014 | $ | 1,564,904 | |||||||
-1 | Changes to goodwill reflect the acquisition of InvestorForce, which contributed $11.6 million, adjustments to the valuation of acquired IPD assets and liabilities, which contributed $2.7 million and the disposition of the CFRA product line, which removed $0.5 million. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
-2 | Changes to goodwill reflect the disposition and addition of goodwill associated with the sale of ISS, which removed $254.2 million, and the acquisition of GMI Ratings, which contributed $9.9 million. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
Components of Intangible Assets by Major Class | The gross carrying amounts, accumulated amortization and net intangible asset totals related to the Company’s identifiable intangible assets are as follows: | ||||||||
As of | |||||||||
(in thousands) | December 31, | December 31, | |||||||
2014 (1) | 2013 | ||||||||
Gross intangible assets: | |||||||||
Customer relationships | $ | 360,835 | $ | 478,735 | |||||
Trademarks/trade names | 223,382 | 257,282 | |||||||
Technology/software | 193,681 | 199,778 | |||||||
Proprietary process | — | 3,800 | |||||||
Proprietary data | 28,627 | 28,527 | |||||||
Covenant not to compete | 900 | — | |||||||
Subtotal | 807,425 | 968,122 | |||||||
Foreign exchange translation adjustment | (1,588 | ) | 1,962 | ||||||
Total gross intangible assets | $ | 805,837 | $ | 970,084 | |||||
Accumulated amortization: | |||||||||
Customer relationships | $ | (119,058 | ) | $ | (125,359 | ) | |||
Trademarks/trade names | (81,545 | ) | (75,696 | ) | |||||
Technology/software | (167,083 | ) | (168,481 | ) | |||||
Proprietary process | — | (2,269 | ) | ||||||
Proprietary data | (4,589 | ) | (2,326 | ) | |||||
Covenant not to compete | (187 | ) | — | ||||||
Subtotal | (372,462 | ) | (374,131 | ) | |||||
Foreign exchange translation adjustment | 253 | (246 | ) | ||||||
Total accumulated amortization | $ | (372,209 | ) | $ | (374,377 | ) | |||
Net intangible assets: | |||||||||
Customer relationships | $ | 241,777 | $ | 353,376 | |||||
Trademarks/trade names | 141,837 | 181,586 | |||||||
Technology/software | 26,598 | 31,297 | |||||||
Proprietary process | — | 1,531 | |||||||
Proprietary data | 24,038 | 26,201 | |||||||
Covenant not to compete | 713 | — | |||||||
Subtotal | 434,963 | 593,991 | |||||||
Foreign exchange translation adjustment | (1,335 | ) | 1,716 | ||||||
Total net intangible assets | $ | 433,628 | $ | 595,707 | |||||
-1 | Intangible assets and the associated accumulated amortization as of December 31, 2014 reflect the disposition and addition of intangible assets associated with the sale of ISS and acquisition of GMI Ratings, respectively. See Note 3, “Dispositions and Discontinued Operations,” and Note 12, “Acquisitions,” for additional information. | ||||||||
Estimated Amortization Expense for Succeeding Years | Estimated amortization expense for succeeding years is presented below: | ||||||||
For the Years Ending December 31, | Amortization | ||||||||
Expense | |||||||||
(in thousands) | |||||||||
2015 | $ | 47,111 | |||||||
2016 | 46,684 | ||||||||
2017 | 41,457 | ||||||||
2018 | 38,721 | ||||||||
2019 | 37,420 | ||||||||
Thereafter | 222,235 | ||||||||
Total | $ | 433,628 | |||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Components of Share-Based Compensation Expense | The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: | ||||||||||||||||
For the Years Ended | |||||||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Deferred stock | $ | 25,830 | $ | 23,910 | $ | 23,198 | |||||||||||
Stock options | 1,201 | 1,643 | 2,398 | ||||||||||||||
Total share-based compensation expense | $ | 27,031 | $ | 25,553 | $ | 25,596 | |||||||||||
Summary of Vested and Unvested Deferred Stock Awards Activity | The following table sets forth activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands): | ||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Vested and unvested deferred stock awards at December 31, 2013 (1) | 1,237 | $ | 33.84 | ||||||||||||||
Granted | 639 | $ | 42.32 | ||||||||||||||
Conversion to common stock | (567 | ) | $ | 34.54 | |||||||||||||
Canceled | (96 | ) | $ | 35.82 | |||||||||||||
Vested and unvested deferred stock awards at December 31, 2014 | 1,213 | $ | 37.82 | ||||||||||||||
-1 | As of December 31, 2014, 1,195 restricted stock units and restricted stock awards, with a weighted average price of $37.80, were vested or expected to vest. | ||||||||||||||||
Summary of Unvested Deferred Stock Awards Activity | The following table sets forth activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands): | ||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | |||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested deferred stock awards at December 31, 2013 | 894 | $ | 33.85 | ||||||||||||||
Granted | 479 | $ | 42.35 | ||||||||||||||
Vested | (412 | ) | $ | 34.39 | |||||||||||||
Canceled | (78 | ) | $ | 36.35 | |||||||||||||
Unvested deferred stock awards at December 31, 2014 | 883 | $ | 37.99 | ||||||||||||||
Unvested deferred stock awards expected to vest | 866 | $ | 37.96 | ||||||||||||||
Weighted Average Fair Value of Stock Options Assumed | The weighted average fair value of MSCI stock options issued by the Company in the year ended December 31, 2013 was $19.18 utilizing the following assumptions: | ||||||||||||||||
Assumptions | |||||||||||||||||
Risk free interest rate | 1.87 | % | |||||||||||||||
Expected option life in years | 6.5 | ||||||||||||||||
Expected stock price volatility | 46.07 | % | |||||||||||||||
Expected dividend yield | — | ||||||||||||||||
Summary of Stock Options Activity | The following table sets forth activity concerning MSCI stock options granted to the Company’s employees for the years ended December 31, 2014 (option data and dollar values in thousands, except exercise price): | ||||||||||||||||
For the Year Ended December 31, 2014 | Number of | Weighted | Weighted | Aggregated | |||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Life | ||||||||||||||||
(Years) | |||||||||||||||||
Options outstanding at December 31, 2013 | 1,986 | $ | 21.85 | 4.55 | N/A | ||||||||||||
Granted or assumed | — | $ | — | N/A | N/A | ||||||||||||
Forfeited | (1 | ) | $ | 24.49 | N/A | N/A | |||||||||||
Conversion to common stock | (498 | ) | $ | 19.32 | N/A | N/A | |||||||||||
Options outstanding at December 31, 2014 | 1,487 | $ | 22.69 | 3.76 | $ | 36,802 | |||||||||||
Options exercisable at December 31, 2014 | 1,303 | $ | 20.49 | 3.28 | $ | 35,120 | |||||||||||
Options vested or expected to vest | 1,487 | $ | 22.69 | 3.76 | $ | 36,802 | |||||||||||
Summary of Stock Options Outstanding by Exercise Price Range | The following table presents information relating to the Company’s outstanding stock options as of December 31, 2014 (number of options outstanding and aggregate intrinsic value data in thousands): | ||||||||||||||||
At December 31, 2014 | Options Outstanding | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Life (Years) | Value | |||||||||||||||
Price | |||||||||||||||||
$2.76 to $16.48 | 130 | $ | 12.69 | 2.42 | $ | 4,512 | |||||||||||
$18.00 | 763 | $ | 18 | 2.87 | $ | 22,469 | |||||||||||
$20.45 to $25.64 | 282 | $ | 23.16 | 3.34 | $ | 6,833 | |||||||||||
$36.70 to $40.23 | 312 | $ | 37.88 | 6.88 | $ | 2,988 | |||||||||||
Total | 1,487 | $ | 36,802 | ||||||||||||||
Summary of Stock Options Exercisable by Exercise Price Range | The following table presents information relating to the Company’s exercisable stock options as of December 31, 2014 (number of options outstanding and aggregate intrinsic value data in thousands): | ||||||||||||||||
At December 31, 2014 | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Life (Years) | Value | |||||||||||||||
Price | |||||||||||||||||
$2.76 to $16.48 | 130 | $ | 12.69 | 2.42 | $ | 4,512 | |||||||||||
$18.00 | 763 | $ | 18 | 2.87 | $ | 22,469 | |||||||||||
$20.45 to $25.64 | 282 | $ | 23.16 | 3.34 | $ | 6,833 | |||||||||||
$36.70 to $40.23 | 128 | $ | 37.27 | 6.4 | $ | 1,306 | |||||||||||
Total | 1,303 | $ | 35,120 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Summary of Provision for Income Taxes (Benefits) | The provision for income taxes (benefits) consisted of (in thousands): | ||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
U.S. federal | $ | 84,959 | $ | 97,739 | $ | 72,786 | |||||||
U.S. state and local | 13,929 | 16,820 | 25,049 | ||||||||||
Non U.S. | 18,505 | 18,270 | 19,996 | ||||||||||
117,393 | 132,829 | 117,831 | |||||||||||
Deferred | |||||||||||||
U.S. federal | (2,606 | ) | (14,362 | ) | (18,234 | ) | |||||||
U.S. state and local | (3,356 | ) | (3,802 | ) | (3,821 | ) | |||||||
Non U.S. | (2,035 | ) | (1,747 | ) | 234 | ||||||||
(7,997 | ) | (19,911 | ) | (21,821 | ) | ||||||||
Provision for income taxes from continuing operations | $ | 109,396 | $ | 112,918 | $ | 96,010 | |||||||
Provision for income taxes from discontinued operations | $ | 1,059 | $ | 10,146 | $ | 9,161 | |||||||
Reconciliation of Provision to U.S. Federal Statutory Income Tax Rate | The following table reconciles the provision to the U.S. federal statutory income tax rate: | ||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35.00 | % | |||||||
U.S. state and local income taxes, net of U.S. federal income tax benefits | 2.72 | % | 3.05 | % | 2.14 | % | |||||||
Change in tax rates applicable to non-U.S. earnings | (1.88 | %) | (0.93 | %) | (1.57 | %) | |||||||
Domestic tax credits | (0.86 | %) | (0.95 | %) | — | % | |||||||
Other | 0.5 | % | (0.07 | %) | 1.24 | % | |||||||
Effective income tax rate | 35.48 | % | 36.1 | % | 36.81 | % | |||||||
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2014 and 2013, were as follows (in thousands): | ||||||||||||
As of | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Employee compensation and benefit plans | $ | 24,765 | $ | 26,165 | |||||||||
Deferred rent | 7,229 | 9,526 | |||||||||||
Property, equipment and leasehold improvements, net | — | 1,520 | |||||||||||
State taxes | 2,322 | 2,323 | |||||||||||
Pension | 2,494 | 395 | |||||||||||
Unearned revenue | 1,117 | 1,238 | |||||||||||
NOL carryforward – current | 1,667 | 3,813 | |||||||||||
NOL carryforward – non-current | 34,249 | 7,506 | |||||||||||
Other | 1,979 | 112 | |||||||||||
Subtotal | 75,822 | 52,598 | |||||||||||
Less: valuation allowance (1) | (21,232 | ) | (7 | ) | |||||||||
Total deferred tax assets | $ | 54,590 | $ | 52,591 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | $ | (154,965 | ) | $ | (233,980 | ) | |||||||
Foreign currency translation | (629 | ) | (372 | ) | |||||||||
Property, equipment and leasehold improvements, net | (10,435 | ) | — | ||||||||||
Other | (246 | ) | — | ||||||||||
Total deferred tax liabilities | $ | (166,275 | ) | $ | (234,352 | ) | |||||||
Net deferred tax liabilities | $ | (111,685 | ) | $ | (181,761 | ) | |||||||
(1) | The Company’s valuation allowance was not significant on December 31, 2013 or in prior periods but increased in the year ended December 31, 2014 as a result of a capital loss carryforward recognized on the sale of ISS that is not currently expected to be utilized. | ||||||||||||
Summary of Components of Income Before Provision for Income Taxes | The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated (in thousands): | ||||||||||||
For the Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | 269,944 | $ | 276,549 | $ | 220,072 | |||||||
Foreign (1) | 38,394 | 36,279 | 40,729 | ||||||||||
Total income before provision for income taxes | $ | 308,338 | $ | 312,828 | $ | 260,801 | |||||||
(1) | Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S. | ||||||||||||
Reconciliation of Unrecognized Tax Benefits | The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Gross unrecognized tax benefits | Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
(amounts in thousands) | |||||||||||||
Beginning balance | $ | 7,089 | $ | 6,827 | $ | 13,168 | |||||||
Increases based on tax positions related to the current period | 292 | 194 | — | ||||||||||
Increases based on tax positions related to prior periods | 1,969 | 2,690 | 349 | ||||||||||
Decreases based on tax positions related to prior periods | (346 | ) | (2,474 | ) | (427 | ) | |||||||
Increases/ (Decreases) related to settlements with taxing authorities | (1,652 | ) | — | (6,263 | ) | ||||||||
Increases/(Decreases) related to a lapse of applicable statute of limitations | (827 | ) | (148 | ) | — | ||||||||
Ending balance | $ | 6,525 | $ | 7,089 | $ | 6,827 | |||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Revenue by Geographic Area | Revenue by geography is based on the shipping address of the customer. The following table sets forth revenue for the periods indicated by geographic area. | ||||||||||||
For the Years Ended | |||||||||||||
(in thousands) | December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | |||||||||||||
Americas: | |||||||||||||
United States | $ | 471,145 | $ | 416,999 | $ | 394,401 | |||||||
Other | 37,189 | 34,547 | 27,783 | ||||||||||
Total Americas | 508,334 | 451,546 | 422,184 | ||||||||||
Europe, the Middle East and Africa (“EMEA”): | |||||||||||||
United Kingdom | 154,308 | 141,938 | 107,189 | ||||||||||
Other | 209,893 | 202,664 | 179,535 | ||||||||||
Total EMEA | 364,201 | 344,602 | 286,724 | ||||||||||
Asia & Australia: | |||||||||||||
Japan | 46,642 | 46,752 | 53,649 | ||||||||||
Other | 77,503 | 70,464 | 64,433 | ||||||||||
Total Asia & Australia | 124,145 | 117,216 | 118,082 | ||||||||||
Total | $ | 996,680 | $ | 913,364 | $ | 826,990 | |||||||
Long-Lived Assets by Geographic Area | The following table sets forth long-lived assets on the dates indicated by geographic area: | ||||||||||||
As of | |||||||||||||
(in thousands) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Long-lived assets | |||||||||||||
Americas: | |||||||||||||
United States | $ | 1,944,433 | $ | 2,338,124 | |||||||||
Other | 3,293 | 4,082 | |||||||||||
Total Americas | 1,947,726 | 2,342,206 | |||||||||||
EMEA: | |||||||||||||
United Kingdom | 120,781 | 133,411 | |||||||||||
Other | 13,345 | 11,871 | |||||||||||
Total EMEA | 134,126 | 145,282 | |||||||||||
Asia & Australia: | |||||||||||||
Japan | 837 | 1,543 | |||||||||||
Other | 9,917 | 5,428 | |||||||||||
Total Asia & Australia | 10,754 | 6,971 | |||||||||||
Total | $ | 2,092,606 | $ | 2,494,459 | |||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Summary of Quarterly Results of Operations | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | First | Second | Third | Fourth | ||||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Operating revenues | $ | 239,688 | $ | 254,226 | $ | 251,661 | $ | 251,105 | $ | 219,469 | $ | 228,423 | $ | 228,608 | $ | 236,864 | |||||||||||||||||
Cost of services | 75,427 | 76,816 | 78,876 | 77,455 | 65,300 | 69,696 | 68,151 | 72,256 | |||||||||||||||||||||||||
Selling, general and administrative | 67,658 | 71,516 | 70,833 | 69,345 | 55,515 | 52,842 | 59,917 | 64,174 | |||||||||||||||||||||||||
Amortization of intangible assets | 11,270 | 11,442 | 11,574 | 11,591 | 11,166 | 11,222 | 11,193 | 11,217 | |||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5,828 | 5,921 | 6,342 | 7,620 | 4,597 | 4,774 | 5,443 | 5,570 | |||||||||||||||||||||||||
Total operating expenses | 160,183 | 165,695 | 167,625 | 166,011 | 136,578 | 138,534 | 144,704 | 153,217 | |||||||||||||||||||||||||
Operating income | 79,505 | 88,531 | 84,036 | 85,094 | 82,891 | 89,889 | 83,904 | 83,647 | |||||||||||||||||||||||||
Interest income | (156 | ) | (192 | ) | (277 | ) | (226 | ) | (237 | ) | (186 | ) | (227 | ) | (239 | ) | |||||||||||||||||
Interest expense (1) | 5,059 | 5,366 | 5,604 | 15,791 | 7,016 | 6,499 | 5,828 | 6,913 | |||||||||||||||||||||||||
Other expense (income) | 1,071 | (726 | ) | (1,287 | ) | (1,199 | ) | 1,922 | (328 | ) | 563 | (21 | ) | ||||||||||||||||||||
Other expense (income), net | 5,974 | 4,448 | 4,040 | 14,366 | 8,701 | 5,985 | 6,164 | 6,653 | |||||||||||||||||||||||||
Income from continuing operations before provision for income taxes | 73,531 | 84,083 | 79,996 | 70,728 | 74,190 | 83,904 | 77,740 | 76,994 | |||||||||||||||||||||||||
Provision for income taxes | 26,385 | 27,280 | 28,272 | 27,459 | 21,232 | 27,763 | 27,804 | 36,119 | |||||||||||||||||||||||||
Income from continuing operations | 47,146 | 56,803 | 51,724 | 43,269 | 52,958 | 56,141 | 49,936 | 40,875 | |||||||||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | 33,253 | 50,857 | (10 | ) | 1,071 | 5,979 | 4,912 | 5,374 | 6,382 | ||||||||||||||||||||||||
Net income | $ | 80,399 | $ | 107,660 | $ | 51,714 | $ | 44,340 | $ | 58,937 | $ | 61,053 | $ | 55,310 | $ | 47,257 | |||||||||||||||||
Earnings per basic common share | |||||||||||||||||||||||||||||||||
From continuing operations | $ | 0.4 | $ | 0.48 | $ | 0.44 | $ | 0.38 | $ | 0.44 | $ | 0.46 | $ | 0.42 | $ | 0.34 | |||||||||||||||||
From discontinued operations | 0.28 | 0.44 | — | 0.01 | 0.05 | 0.04 | 0.04 | 0.06 | |||||||||||||||||||||||||
Earnings per basic common share | $ | 0.68 | $ | 0.92 | $ | 0.44 | $ | 0.39 | $ | 0.49 | $ | 0.5 | $ | 0.46 | $ | 0.4 | |||||||||||||||||
Earnings per diluted common share | |||||||||||||||||||||||||||||||||
From continuing operations | $ | 0.4 | $ | 0.48 | $ | 0.44 | $ | 0.38 | $ | 0.43 | $ | 0.46 | $ | 0.42 | $ | 0.34 | |||||||||||||||||
From discontinued operations | 0.28 | 0.43 | — | 0.01 | 0.05 | 0.04 | 0.04 | 0.05 | |||||||||||||||||||||||||
Earnings per diluted common share | $ | 0.68 | $ | 0.91 | $ | 0.44 | $ | 0.39 | $ | 0.48 | $ | 0.5 | $ | 0.46 | $ | 0.39 | |||||||||||||||||
Weighted average shares outstanding used in computing per share data | |||||||||||||||||||||||||||||||||
Basic | 117,582 | 116,702 | 116,251 | 112,299 | 120,746 | 121,149 | 119,607 | 118,828 | |||||||||||||||||||||||||
Diluted | 118,597 | 117,664 | 117,163 | 113,289 | 121,702 | 122,069 | 120,578 | 119,877 | |||||||||||||||||||||||||
-1 | Increased interest expense during the fourth quarter of 2014 was primarily the result of the debt discount and deferred financing fees written off in association with the offering of the Senior Notes and the 2014 Revolving Facility. |
Introduction_and_Basis_of_Pres3
Introduction and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Mar. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | Segment | ||||
Introduction And Basis Of Presentation [Line Items] | |||||
Number of operating segments | 1 | 2 | |||
Minimum percentage of voting stock for consolidation | 50.00% | ||||
Maximum percentage of voting stock in variable interest entity for consolidation | 20.00% | ||||
Decrease to beginning retained earnings | $1,022,695,000 | $758,975,000 | $352,180,000 | ||
Decrease to additional paid in capital | 1,073,157,000 | ||||
Decrease to prepaid taxes | 29,180,000 | 14,568,000 | |||
Increase to long-term deferred tax liabilities | 137,838,000 | 234,649,000 | |||
Increase to goodwill | 1,564,904,000 | 1,813,164,000 | 1,797,753,000 | ||
Cumulative revenue reduction of one-time adjustment | 5,200,000 | ||||
Capitalized software development costs | 8,216,000 | 3,285,000 | |||
Impairment of goodwill | 0 | 0 | 0 | ||
Percentage of operating revenues accounted for by major customer | 10.60% | 10.00% | 10.00% | ||
Minimum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Remaining useful life | 1 year | ||||
Maximum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Remaining useful life | 20 years | ||||
Adjustment [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Decrease to beginning retained earnings | -11,281,000 | -11,281,000 | |||
Decrease to additional paid in capital | -736,000 | ||||
Decrease to prepaid taxes | -12,765,000 | ||||
Increase to long-term deferred tax liabilities | 13,595,000 | ||||
Increase to goodwill | $14,343,000 | ||||
Software and Software Development Costs [Member] | Minimum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 3 years | ||||
Software and Software Development Costs [Member] | Maximum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 5 years | ||||
Furniture & Fixtures [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 7 years | ||||
Computer & Related Equipment [Member] | Minimum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 3 years | ||||
Computer & Related Equipment [Member] | Maximum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 5 years | ||||
Leasehold improvements [Member] | Minimum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 1 year | ||||
Leasehold improvements [Member] | Maximum [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Estimates of useful lives | 21 years | ||||
Institutional Shareholder Services Inc. [Member] | |||||
Introduction And Basis Of Presentation [Line Items] | |||||
Sale completion date | 30-Apr-14 |
Introduction_and_Basis_of_Pres4
Introduction and Basis of Presentation - Schedule of Revised Consolidated Financial Statements Amounts Previously Reported (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Prepaid taxes | $29,180 | $14,568 | ||
Total current assets | 770,632 | 624,270 | ||
Goodwill | 1,564,904 | 1,813,164 | 1,797,753 | |
Total assets | 2,894,175 | 3,136,115 | ||
Deferred taxes | 137,838 | 234,649 | ||
Total liabilities | 1,461,342 | 1,571,768 | ||
Additional paid in capital | 1,073,157 | |||
Retained earnings | 1,022,695 | 758,975 | 352,180 | |
Total shareholders' equity | 1,432,833 | 1,564,347 | 1,413,950 | 1,294,151 |
Total liabilities and shareholders' equity | 2,894,175 | 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 | 363,461 | ||
Total shareholders' equity | 1,576,364 | 1,305,432 | ||
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 | -11,281 | ||
Total shareholders' equity | -12,017 | -11,281 | ||
Total liabilities and shareholders' equity | $1,578 |
Introduction_and_Basis_of_Pres5
Introduction and Basis of Presentation - Schedule of Revised Consolidated Statement of Cash Flows Amounts Previously Reported (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Excess tax benefits from share-based compensation | ($2,835) | ($1,897) | ($1,048) |
Net cash provided by operating activities | 305,673 | 321,183 | 347,075 |
Excess tax benefits from share-based compensation | 2,835 | 1,897 | 1,048 |
Net cash (used in) provided by financing activities | -442,328 | -146,584 | -322,976 |
As Previously Reported [Member] | |||
Excess tax benefits from share-based compensation | -2,633 | ||
Net cash provided by operating activities | 320,447 | ||
Excess tax benefits from share-based compensation | 2,633 | ||
Net cash (used in) provided by financing activities | -145,848 | ||
Adjustment [Member] | |||
Excess tax benefits from share-based compensation | 736 | ||
Net cash provided by operating activities | 736 | ||
Excess tax benefits from share-based compensation | -736 | ||
Net cash (used in) provided by financing activities | ($736) |
Introduction_and_Basis_of_Pres6
Introduction and Basis of Presentation - Schedule of Revised Consolidated Statements of Shareholders' Equity Amounts Previously Reported (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Excess tax benefits from share-based compensation | $2,835 | $1,897 | $1,048 | |
Retained earnings | 1,022,695 | 758,975 | 352,180 | |
Additional paid in capital | 1,073,157 | |||
Total shareholders' equity | 1,432,833 | 1,564,347 | 1,413,950 | 1,294,151 |
Additional Paid-In Capital [Member] | ||||
Excess tax benefits from share-based compensation | 2,835 | 1,897 | 1,048 | |
Total shareholders' equity | 1,022,221 | 1,073,157 | 1,000,014 | 995,665 |
As Previously Reported [Member] | ||||
Retained earnings | 770,256 | 363,461 | ||
Additional paid in capital | 1,073,893 | |||
Total shareholders' equity | 1,576,364 | 1,305,432 | ||
As Previously Reported [Member] | Additional Paid-In Capital [Member] | ||||
Excess tax benefits from share-based compensation | 2,633 | |||
Adjustment [Member] | ||||
Retained earnings | -11,281 | -11,281 | ||
Additional paid in capital | -736 | |||
Total shareholders' equity | -12,017 | -11,281 | ||
Adjustment [Member] | Additional Paid-In Capital [Member] | ||||
Excess tax benefits from share-based compensation | ($736) |
Introduction_and_Basis_of_Pres7
Introduction and Basis of Presentation - Changes in Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||
Balance at beginning of year | $1,280 | $964 | $857 |
Addition to provision | 452 | 876 | 403 |
Amounts written off, net of recoveries | -875 | -560 | -296 |
Balance at ending of year | $857 | $1,280 | $964 |
Dispositions_and_Discontinued_2
Dispositions and Discontinued Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2014 | Dec. 31, 2014 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Definitive sale agreement date | 3/17/14 | |
Sale proceeds from divestiture | $367,400 | $367,355 |
Dispositions_and_Discontinued_3
Dispositions and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2014 | Dec. 31, 2014 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash proceeds | $367,400 | $367,355 |
Less: working capital adjustments | -311 | |
Total proceeds | 367,044 | |
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 income 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 | $78,674 |
Dispositions_and_Discontinued_4
Dispositions and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Parenthetical) (Detail) (USD $) | Dec. 31, 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 (Loss) Amounts Associated with Discontinued Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Revenue from discontinued operations | $43,122 | $122,303 | $123,151 | ||||||||
Income from discontinued operations before provision for income taxes | 86,230 | 32,793 | 28,608 | ||||||||
Provision for income taxes | 1,059 | 10,146 | 9,161 | ||||||||
Income from discontinued operations, net of income taxes | $1,071 | ($10) | $50,857 | $33,253 | $6,382 | $5,374 | $4,912 | $5,979 | $85,171 | $22,647 | $19,447 |
Reclassifications_out_of_Accum2
Reclassifications out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Interest expense | ($15,791) | ($5,604) | ($5,366) | ($5,059) | ($6,913) | ($5,828) | ($6,499) | ($7,016) | ($31,820) | ($26,256) | ($56,401) |
Interest income | 226 | 277 | 192 | 156 | 239 | 227 | 186 | 237 | 851 | 889 | 699 |
Net periodic benefit expense | -2,800 | -2,500 | -3,100 | ||||||||
Tax benefit (expense) | -27,459 | -28,272 | -27,280 | -26,385 | -36,119 | -27,804 | -27,763 | -21,232 | -109,396 | -112,918 | -96,010 |
Net income | 44,340 | 51,714 | 107,660 | 80,399 | 47,257 | 55,310 | 61,053 | 58,937 | 284,113 | 222,557 | 184,238 |
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 | ||||||||||
Net income | 4,065 | -863 | |||||||||
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 | -1,364 | ||||||||||
Tax benefit (expense) | 524 | ||||||||||
Net income | -840 | ||||||||||
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 | -104 | -32 | |||||||||
Tax benefit (expense) | -15 | 6 | |||||||||
Net income | ($119) | ($26) |
Reclassifications_out_of_Accum3
Reclassifications out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Income from discontinued operation, before taxes | $86,230 | $32,793 | $28,608 | ||||||||
Income from discontinued operation, taxes | 1,059 | 10,146 | 9,161 | ||||||||
Income from discontinued operation, net of taxes | 1,071 | -10 | 50,857 | 33,253 | 6,382 | 5,374 | 4,912 | 5,979 | 85,171 | 22,647 | 19,447 |
Curtailments and Settlements [Member] | Defined Benefit Pension Plans Amount Recognized as a Component of Net Periodic Benefit Expense [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Income from discontinued operation, before taxes | -186 | ||||||||||
Income from discontinued operation, taxes | 6 | ||||||||||
Income from discontinued operation, net of taxes | ($180) |
Earnings_Per_Common_Share_Addi
Earnings Per Common Share - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities excluded from the calculation of diluted EPS | 78,260 | 26,407 | 6,714 |
Earnings_Per_Common_Share_Comp
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Income from continuing operations, net of income taxes | $43,269 | $51,724 | $56,803 | $47,146 | $40,875 | $49,936 | $56,141 | $52,958 | $198,942 | $199,910 | $164,791 |
Income (loss) from discontinued operations, net of income taxes | 1,071 | -10 | 50,857 | 33,253 | 6,382 | 5,374 | 4,912 | 5,979 | 85,171 | 22,647 | 19,447 |
Net income | 44,340 | 51,714 | 107,660 | 80,399 | 47,257 | 55,310 | 61,053 | 58,937 | 284,113 | 222,557 | 184,238 |
Less: Allocations of earnings to unvested restricted stock units | -368 | -633 | -1,547 | ||||||||
Earnings available to MSCI common shareholders | $283,745 | $221,924 | $182,691 | ||||||||
Basic weighted average common shares outstanding | 112,299 | 116,251 | 116,702 | 117,582 | 118,828 | 119,607 | 121,149 | 120,746 | 115,737 | 120,100 | 122,023 |
Effect of dilutive securities: | |||||||||||
Stock options and restricted stock units | 969 | 974 | 1,181 | ||||||||
Diluted weighted average common shares outstanding | 113,289 | 117,163 | 117,664 | 118,597 | 119,877 | 120,578 | 122,069 | 121,702 | 116,706 | 121,074 | 123,204 |
Earnings per basic common share from continuing operations | $0.38 | $0.44 | $0.48 | $0.40 | $0.34 | $0.42 | $0.46 | $0.44 | $1.72 | $1.66 | $1.34 |
Earnings per basic common share from discontinued operations | $0.73 | $0.19 | $0.16 | ||||||||
Earnings per basic common share | $0.39 | $0.44 | $0.92 | $0.68 | $0.40 | $0.46 | $0.50 | $0.49 | $2.45 | $1.85 | $1.50 |
Earnings per diluted common share from continuing operations | $0.38 | $0.44 | $0.48 | $0.40 | $0.34 | $0.42 | $0.46 | $0.43 | $1.70 | $1.64 | $1.32 |
Earnings per diluted common share from discontinued operations | $0.73 | $0.19 | $0.16 | ||||||||
Earnings per diluted common share | $0.39 | $0.44 | $0.91 | $0.68 | $0.39 | $0.46 | $0.50 | $0.48 | $2.43 | $1.83 | $1.48 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Oct. 31, 2014 | Sep. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 20, 2014 | Mar. 31, 2013 | Dec. 12, 2013 | Jul. 31, 2013 | Dec. 14, 2012 | Dec. 30, 2013 | Aug. 02, 2013 | 5-May-14 | Feb. 07, 2014 | Sep. 19, 2014 | Dec. 13, 2012 | 4-May-12 | Aug. 01, 2013 | Feb. 04, 2014 |
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Annual rent expense | $27,000,000 | $24,200,000 | $22,100,000 | ||||||||||||||||
Repurchase program authorizing the purchase of shares | 300,000,000 | ||||||||||||||||||
Quarterly cash dividend, approved date | 17-Sep-14 | ||||||||||||||||||
Quarterly cash dividend, payment rate on common stock | $0.18 | $0.18 | |||||||||||||||||
Quarterly cash dividend, to be paid date | 31-Oct-14 | ||||||||||||||||||
Quarterly cash dividend, record date | 15-Oct-14 | ||||||||||||||||||
Expected annual dividend, payment rate on common stock | $0.72 | ||||||||||||||||||
Aggregate Cash dividend paid | 20,400,000 | ||||||||||||||||||
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). | ||||||||||||||||||
Long-term debt, net of current maturities | 800,000,000 | 788,010,000 | |||||||||||||||||
Current maturities of long-term debt | 0 | 19,772,000 | |||||||||||||||||
Discount on long-term debt current | 500,000 | ||||||||||||||||||
Discount on long-term debt non current | 1,700,000 | ||||||||||||||||||
Deferred financing fees unamortized | 14,700,000 | ||||||||||||||||||
Amortized deferred financing fees | 7,748,000 | 3,348,000 | 18,065,000 | ||||||||||||||||
Amortization of discount on long-term debt | 2,218,000 | 1,066,000 | 5,305,000 | ||||||||||||||||
Fair market value of debt obligations | 831,000,000 | 812,000,000 | |||||||||||||||||
Foreign Currency Forwards [Member] | Derivatives not Designated as Hedging Instruments [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Foreign currency forwards, notional amount | 11,600,000 | ||||||||||||||||||
Prepaid and Other Assets [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Deferred financing fees unamortized | 1,800,000 | ||||||||||||||||||
Other Non-Current Assets [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Deferred financing fees unamortized | 12,900,000 | ||||||||||||||||||
2014 Revolving Credit Agreement [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Revolving credit facility, maximum borrowing | 200,000,000 | ||||||||||||||||||
Revolving credit agreement, term | 5 years | ||||||||||||||||||
Revolving credit agreement, conditional description | The 2014 Revolving Credit Agreement has an initial term of five years that may be extended, at the Company's request, for two additional one year terms. | ||||||||||||||||||
Senior Notes [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Debt instrument interest rate | 5.25% | ||||||||||||||||||
Maturity date | 20-Nov-24 | ||||||||||||||||||
Redemption description | At any time prior to November 15, 2019, the Company may redeem all or part of the Senior Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. | ||||||||||||||||||
Percentage of aggregate principal amount redeemed | 35.00% | ||||||||||||||||||
Redemption price | 105.25% | ||||||||||||||||||
Debt instrument description | Interest on the Senior Notes accrues at a fixed rate of 5.25% per annum and is payable semiannually in arrears on May 15 and November 15 of each year, commencing May 15, 2015. The Company will make each interest payment to holders of record of the Senior Notes on the immediately preceding May 1 and November 1. | ||||||||||||||||||
New Amended and Restated Credit Facility [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Outstanding indebtedness, amount | 794,800,000 | ||||||||||||||||||
Term Loan A [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Prepayment of Term Loan | 15,000,000 | ||||||||||||||||||
Term Loan A [Member] | New Amended and Restated Credit Facility [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Aggregate amount of debt | 880,000,000 | ||||||||||||||||||
Senior Secured Revolving Facility [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Maturity period of the facility | 31-Dec-18 | ||||||||||||||||||
Senior Secured Revolving Facility [Member] | New Amended and Restated Credit Facility [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Aggregate amount of debt | 100,000,000 | ||||||||||||||||||
Quarterly Periods from December 12, 2013 through December 31, 2015 [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Debt principal repayment | 5,100,000 | ||||||||||||||||||
Quarterly Periods from January 1, 2016 through September 30, 2018 [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Debt principal repayment | 10,100,000 | ||||||||||||||||||
Quarter Ending December 31, 2018 [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Debt principal repayment | 658,100,000 | ||||||||||||||||||
5.250% Senior Unsecured Notes Due 2024 [Member] | Private Placement [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Aggregate amount of debt | 800,000,000 | ||||||||||||||||||
Debt instrument interest rate | 5.25% | ||||||||||||||||||
December 2012 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Shares repurchases, value | 100,000,000 | ||||||||||||||||||
Repurchased common shares | 0.8 | 2.2 | |||||||||||||||||
Repurchased common shares, average purchase price paid per share | $33.47 | ||||||||||||||||||
August 2013 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Shares repurchases, value | 100,000,000 | ||||||||||||||||||
Repurchased common shares | 0.5 | 1.9 | |||||||||||||||||
Repurchased common shares, average purchase price paid per share | $41.06 | ||||||||||||||||||
February 2014 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Shares repurchases, value | 100,000,000 | ||||||||||||||||||
Repurchased common shares | 0.6 | 1.7 | |||||||||||||||||
Repurchased common shares, average purchase price paid per share | $43.10 | ||||||||||||||||||
2014 Repurchase Program [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Repurchase program authorizing the purchase of shares | 850,000,000 | 300,000,000 | |||||||||||||||||
September 2014 ASR Agreement [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Shares repurchases, value | 300,000,000 | ||||||||||||||||||
Accelerated share repurchase agreement, description | On September 18, 2014, the Company entered into a $300.0 million accelerated share repurchase agreement (the "September 2014 ASR Program") with Goldman Sachs & Co. ("GS&Co."), under which, on September 19, 2014, the Company paid GS&Co. $300.0 million in cash and received approximately 4.5 million shares of the Company's common stock and may also receive from GS&Co. additional shares at or prior to maturity of the ASR Agreement. | ||||||||||||||||||
September 2014 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Repurchased common shares | 4.5 | ||||||||||||||||||
Stockholders equity period increase (decrease) | 300,000,000 | ||||||||||||||||||
September 2014 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | Treasury Stock [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Stockholders equity period increase (decrease) | 210,000,000 | ||||||||||||||||||
September 2014 ASR Agreement [Member] | Accelerated Share Repurchase Program [Member] | Additional Paid-In Capital [Member] | |||||||||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||||||||||||||
Stockholders equity period increase (decrease) | ($90,000,000) |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Commitments Under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $30,511 |
2016 | 29,890 |
2017 | 26,633 |
2018 | 25,142 |
2019 | 20,662 |
Thereafter | 155,036 |
Total | $287,874 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) (Derivatives Designated as Hedging Instruments [Member], Other Accrued Liabilities [Member], Foreign Exchange Contracts [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives Designated as Hedging Instruments [Member] | Other Accrued Liabilities [Member] | Foreign Exchange Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | ($243) | ($156) |
Commitments_and_Contingencies_4
Commitments and Contingencies - Interest Rate Swaps and Derivative Instruments (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Expense (Income) [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) | ($834) | ($139) | ($200) |
Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Effective Portion) | -1,364 | 2,437 | |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 |
Interest Rate Swaps [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivatives (Effective Portion) | ($695) |
Property_Equipment_and_Leaseho2
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Computer & related equipment | 118,537 | $86,384 |
Furniture & fixtures | 9,569 | 9,108 |
Leasehold improvements | 49,756 | 52,776 |
Work-in-process | 9,020 | 12,691 |
Subtotal | 186,882 | 160,959 |
Accumulated depreciation and amortization | -92,808 | -75,371 |
Property, equipment and leasehold improvements, net | 94,074 | $85,588 |
Computer & Related Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Computer & Related Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 21 years | |
Work-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 0 years |
Property_Equipment_and_Leaseho3
Property, Equipment and Leasehold Improvements - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization of property, equipment and leasehold improvements | $25,711 | $20,384 | $16,584 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning balance | $1,813,164 | $1,797,753 |
Changes to goodwill | -244,299 | 13,902 |
Foreign exchange translation adjustment | -3,961 | 1,509 |
Goodwill, Ending balance | $1,564,904 | $1,813,164 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Goodwill (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
CFRA Product Line [Member] | ||
Goodwill [Line Items] | ||
Adjustments to goodwill from sale of business unit | $0.50 | |
Institutional Shareholder Services Inc. [Member] | ||
Goodwill [Line Items] | ||
Adjustments to goodwill from sale of business unit | 254.2 | |
Investor Force Holdings, Inc. [Member] | ||
Goodwill [Line Items] | ||
Adjustments to goodwill from acquisitions | 11.6 | |
IPD [Member] | ||
Goodwill [Line Items] | ||
Adjustments to goodwill from acquisitions | 2.7 | |
GMI Ratings [Member] | ||
Goodwill [Line Items] | ||
Adjustments to goodwill from acquisitions | $9.90 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||
Amortization of intangible assets | $11,591 | $11,574 | $11,442 | $11,270 | $11,217 | $11,193 | $11,222 | $11,166 | $45,877 | $44,798 | $50,017 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Components of Intangible Assets by Major Class (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $805,837 | $970,084 |
Accumulated amortization | -372,209 | -374,377 |
Net carrying value | 433,628 | 595,707 |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 360,835 | 478,735 |
Accumulated amortization | -119,058 | -125,359 |
Net carrying value | 241,777 | 353,376 |
Trademarks/Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 223,382 | 257,282 |
Accumulated amortization | -81,545 | -75,696 |
Net carrying value | 141,837 | 181,586 |
Technology/Software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 193,681 | 199,778 |
Accumulated amortization | -167,083 | -168,481 |
Net carrying value | 26,598 | 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 | 28,627 | 28,527 |
Accumulated amortization | -4,589 | -2,326 |
Net carrying value | 24,038 | 26,201 |
Covenant Not to Compete [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 900 | |
Accumulated amortization | -187 | |
Net carrying value | 713 | |
Subtotal [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 807,425 | 968,122 |
Accumulated amortization | -372,462 | -374,131 |
Net carrying value | 434,963 | 593,991 |
Foreign Exchange Translation Adjustment [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | -1,588 | 1,962 |
Accumulated amortization | 253 | -246 |
Net carrying value | ($1,335) | $1,716 |
Goodwill_and_Intangible_Assets6
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $47,111 | |
2016 | 46,684 | |
2017 | 41,457 | |
2018 | 38,721 | |
2019 | 37,420 | |
Thereafter | 222,235 | |
Total | $433,628 | $595,707 |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | $22,200,000 | $18,200,000 | $16,200,000 |
Percentage of additional contribution from the Company to employees' cash compensation | 3.00% | ||
Defined contribution plan expenses | 19,300,000 | 15,700,000 | 13,100,000 |
Net periodic benefit expense | 2,800,000 | 2,500,000 | 3,100,000 |
Fair value of the defined benefit plan assets | 14,300,000 | 15,700,000 | |
Other Non-current Liabilities [Member] | |||
Employee Benefit Plans [Line Items] | |||
Defined benefit plan, liability | 16,700,000 | 7,700,000 | |
Cost of Services [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | 13,100,000 | 10,900,000 | 9,600,000 |
Selling, General and Administrative [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | $9,100,000 | $7,300,000 | $6,600,000 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Nov. 14, 2007 | Dec. 10, 2010 | Jan. 31, 2015 | Dec. 14, 2010 | Dec. 31, 2011 | Jan. 27, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares grants in period | 0 | 0 | ||||||||
Tax benefits for share-based compensation expense related to deferred stock and stock options | $2.80 | $2.60 | $1 | |||||||
Compensation cost related to unvested share-based awards not yet recognized | 11.6 | 11.6 | ||||||||
Number of shares available for future grants | 6,300,000 | 6,300,000 | ||||||||
Total fair value of restricted stock units and restricted stock awards converted or vested to common stock | 24.5 | 28.2 | 15.3 | |||||||
Weighted average fair value of stock options assumed | $19.18 | |||||||||
Intrinsic value of the stock options exercised | 12.8 | 13.9 | 14.5 | |||||||
Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost related to unvested share-based awards not yet recognized, period for recognition | 1 year | |||||||||
Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost related to unvested share-based awards not yet recognized, period for recognition | 3 years | |||||||||
Cost of Services [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share based compensation expense | 10.8 | 9.8 | 8.8 | |||||||
Selling, General and Administrative [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share based compensation expense | 14.8 | 12.9 | 14.1 | |||||||
Income from Discontinued Operations, Net of Income Taxes [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share based compensation expense | 1.4 | 2.8 | 2.7 | |||||||
Founders Grant Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 4 years | |||||||||
Director RSU Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted/awarded | 27,447 | 20,514 | ||||||||
Director Common Stock Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted/awarded | 5,371 | 4,688 | ||||||||
2010 CEO Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 5 years | |||||||||
Stock option award value | 3.6 | |||||||||
Award vesting rights, percentage vested | 25.00% | |||||||||
2014 Bonus Award [Member] | Subsequent Events [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Amount of the award granted to retirement-eligible employees | 7.2 | |||||||||
Aggregate fair value | 26.5 | |||||||||
Number of shares grants in period | 485,170 | |||||||||
2010 Bonus Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Amount of the award granted to retirement-eligible employees | 6.2 | |||||||||
Aggregate fair value | 18.9 | |||||||||
2010 Bonus Award [Member] | RSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 3 years | |||||||||
Fraction of bonus award vested per year | 0.33 | |||||||||
2010 Bonus Award [Member] | PSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fraction of bonus award vested per year | 0.5 | |||||||||
2011 Bonus Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Amount of the award granted to retirement-eligible employees | 6.7 | |||||||||
Aggregate fair value | 21.2 | |||||||||
2011 Bonus Award [Member] | RSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 3 years | |||||||||
Fraction of bonus award vested per year | 0.33 | |||||||||
2011 Bonus Award [Member] | PSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fraction of bonus award vested per year | 0.5 | |||||||||
2012 Bonus Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Amount of the award granted to retirement-eligible employees | 6.2 | |||||||||
Aggregate fair value | 21.7 | |||||||||
2012 Bonus Award [Member] | RSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 3 years | |||||||||
Fraction of bonus award vested per year | 0.33 | |||||||||
2012 Bonus Award [Member] | PSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fraction of bonus award vested per year | 0.5 | |||||||||
2013 Bonus Award [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Amount of the award granted to retirement-eligible employees | 6.8 | |||||||||
Aggregate fair value | 24.3 | |||||||||
2013 Bonus Award [Member] | RSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 3 years | |||||||||
Fraction of bonus award vested per year | 0.33 | |||||||||
2013 Bonus Award [Member] | PSUs [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fraction of bonus award vested per year | 0.5 | |||||||||
2015 Special Incentive Award [Member] | Subsequent Events [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of awards | 5 years | |||||||||
Aggregate fair value | $5 | |||||||||
Fraction of bonus award vested per year | 0.33 | |||||||||
Number of shares grants in period | 91,657 |
ShareBased_Compensation_Compon
Share-Based Compensation - Components of Share-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $27,031 | $25,553 | $25,596 |
Deferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 25,830 | 23,910 | 23,198 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $1,201 | $1,643 | $2,398 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Vested and Unvested Deferred Stock Awards Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Vested and unvested deferred stock awards at the beginning of period, Number of Shares | 1,237 |
Granted, Number of Shares | 639 |
Conversion to common stock, Number of Shares | -567 |
Canceled, Number of Shares | -96 |
Vested and unvested deferred stock awards at the end of period, Number of Shares | 1,213 |
Vested and unvested deferred stock awards at the beginning of period, Weighted Average Grant Date Fair Value | $33.84 |
Granted, Weighted Average Grant Date Fair Value | $42.32 |
Conversion to common stock, Weighted Average Grant Date Fair Value | $34.54 |
Canceled, Weighted Average Grant Date Fair Value | $35.82 |
Vested and unvested deferred stock awards at the end of period, Weighted Average Grant Date Fair Value | $37.82 |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Vested and Unvested Deferred Stock Awards Activity (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted stock units and restricted stock awards, vested or expected to vest | 1,195 |
Restricted stock units and restricted stock awards vested or expected to vest, weighted average price | $37.80 |
ShareBased_Compensation_Summar2
Share-Based Compensation - Summary of Unvested Deferred Stock Awards Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, balance at the beginning of the period | $33.85 |
Weighted Average Grant Date Fair Value, Granted | $42.35 |
Weighted Average Grant Date Fair Value, Vested | $34.39 |
Weighted Average Grant Date Fair Value, Canceled | $36.35 |
Weighted Average Grant Date Fair Value, balance at the end of the period | $37.99 |
Weighted Average Grant Date Fair Value, Expected to vest | $37.96 |
Unvested Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested deferred stock awards, balance at the beginning of period | 894 |
Number of Shares, Granted | 479 |
Number of Shares, Vested | -412 |
Number of Shares, Canceled | -78 |
Unvested deferred stock awards, balance at the end of period | 883 |
Number of shares, Expected to vest | 866 |
ShareBased_Compensation_Weight
Share-Based Compensation - Weighted Average Fair Value of Stock Options Assumed (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk free interest rate | 1.87% |
Expected option life in years | 6 years 6 months |
Expected stock price volatility | 46.07% |
Expected dividend yield | 0.00% |
ShareBased_Compensation_Summar3
Share-Based Compensation - Summary of Stock Options Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Options, Options outstanding, Beginning balance | 1,986,000 | ||
Number of Options, Granted or assumed | 0 | 0 | |
Number of Options, Forfeited | -1,000 | ||
Number of Options, Conversion to common stock | -498,000 | ||
Number of Options, Options outstanding, Ending balance | 1,487,000 | 1,986,000 | |
Number of Options, Options exercisable | 1,303,000 | ||
Number of Options, Options vested or expected to vest | 1,487,000 | ||
Weighted Average Exercise Price, Options outstanding, Beginning balance | $21.85 | ||
Weighted Average Exercise Price, Granted or assumed | $0 | ||
Weighted Average Exercise Price, Forfeited | $24.49 | ||
Weighted Average Exercise Price, Conversion to common stock | $19.32 | ||
Weighted Average Exercise Price, Options outstanding, Ending balance | $22.69 | $21.85 | |
Weighted Average Exercise Price, Options Exercisable | $20.49 | ||
Weighted Average Exercise Price, Options vested or expected to vest | $22.69 | ||
Weighted Average Remaining Life (Years), Options outstanding | 3 years 9 months 4 days | 4 years 6 months 18 days | |
Weighted Average Remaining Life (Years), Options exercisable | 3 years 3 months 11 days | ||
Weighted Average Remaining Life (Years), Options vested or expected to vest | 3 years 9 months 4 days | ||
Aggregated Intrinsic Value, Options outstanding | $36,802 | ||
Aggregated Intrinsic Value, Options exercisable | 35,120 | ||
Aggregated Intrinsic Value, Options vested or expected to vest | $36,802 |
ShareBased_Compensation_Summar4
Share-Based Compensation - Summary of Stock Options Outstanding by Exercise Price Range (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding, Options Outstanding | 1,487 |
Aggregate Intrinsic Value, Options Outstanding | $36,802 |
First Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $2.76 |
Range of Exercise Price, Maximum | $16.48 |
Number Outstanding, Options Outstanding | 130 |
Weighted Average Exercise Price, Options Outstanding | $12.69 |
Average Remaining Life (Years), Options Outstanding | 2 years 5 months 1 day |
Aggregate Intrinsic Value, Options Outstanding | 4,512 |
Second Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $18 |
Number Outstanding, Options Outstanding | 763 |
Weighted Average Exercise Price, Options Outstanding | $18 |
Average Remaining Life (Years), Options Outstanding | 2 years 10 months 13 days |
Aggregate Intrinsic Value, Options Outstanding | 22,469 |
Third Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $20.45 |
Range of Exercise Price, Maximum | $25.64 |
Number Outstanding, Options Outstanding | 282 |
Weighted Average Exercise Price, Options Outstanding | $23.16 |
Average Remaining Life (Years), Options Outstanding | 3 years 4 months 2 days |
Aggregate Intrinsic Value, Options Outstanding | 6,833 |
Fourth Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $36.70 |
Range of Exercise Price, Maximum | $40.23 |
Number Outstanding, Options Outstanding | 312 |
Weighted Average Exercise Price, Options Outstanding | $37.88 |
Average Remaining Life (Years), Options Outstanding | 6 years 10 months 17 days |
Aggregate Intrinsic Value, Options Outstanding | $2,988 |
ShareBased_Compensation_Summar5
Share-Based Compensation - Summary of Stock Options Exercisable by Exercise Price Range (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding, Options Exercisable | 1,303 |
Weighted Average Exercise Price, Options Exercisable | $20.49 |
Aggregate Intrinsic Value, Options Exercisable | $35,120 |
First Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $2.76 |
Range of Exercise Price, Maximum | $16.48 |
Number Outstanding, Options Exercisable | 130 |
Weighted Average Exercise Price, Options Exercisable | $12.69 |
Average Remaining Life (Years), Options Exercisable | 2 years 5 months 1 day |
Aggregate Intrinsic Value, Options Exercisable | 4,512 |
Second Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $18 |
Number Outstanding, Options Exercisable | 763 |
Weighted Average Exercise Price, Options Exercisable | $18 |
Average Remaining Life (Years), Options Exercisable | 2 years 10 months 13 days |
Aggregate Intrinsic Value, Options Exercisable | 22,469 |
Third Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $20.45 |
Range of Exercise Price, Maximum | $25.64 |
Number Outstanding, Options Exercisable | 282 |
Weighted Average Exercise Price, Options Exercisable | $23.16 |
Average Remaining Life (Years), Options Exercisable | 3 years 4 months 2 days |
Aggregate Intrinsic Value, Options Exercisable | 6,833 |
Fourth Exercise Price Range [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $36.70 |
Range of Exercise Price, Maximum | $40.23 |
Number Outstanding, Options Exercisable | 128 |
Weighted Average Exercise Price, Options Exercisable | $37.27 |
Average Remaining Life (Years), Options Exercisable | 6 years 4 months 24 days |
Aggregate Intrinsic Value, Options Exercisable | $1,306 |
Income_Taxes_Summary_of_Provis
Income Taxes - Summary of Provision for Income Taxes (Benefits) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Current, U.S. federal | $84,959 | $97,739 | $72,786 | ||||||||
Current, U.S. state and local | 13,929 | 16,820 | 25,049 | ||||||||
Current, Non U.S. | 18,505 | 18,270 | 19,996 | ||||||||
Current provision for income taxes (benefits) | 117,393 | 132,829 | 117,831 | ||||||||
Deferred, U.S. federal | -2,606 | -14,362 | -18,234 | ||||||||
Deferred, U.S. state and local | -3,356 | -3,802 | -3,821 | ||||||||
Deferred, Non U.S. | -2,035 | -1,747 | 234 | ||||||||
Deferred provision for income taxes (benefits) | -7,997 | -19,911 | -21,821 | ||||||||
Provision for income taxes from continuing operations | 27,459 | 28,272 | 27,280 | 26,385 | 36,119 | 27,804 | 27,763 | 21,232 | 109,396 | 112,918 | 96,010 |
Provision for income taxes from discontinued operations | $1,059 | $10,146 | $9,161 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Provision to U.S. Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
U.S. state and local income taxes, net of U.S. federal income tax benefits | 2.72% | 3.05% | 2.14% |
Change in tax rates applicable to non-U.S. earnings | -1.88% | -0.93% | -1.57% |
Domestic tax credits | -0.86% | -0.95% | |
Other | 0.50% | -0.07% | 1.24% |
Effective income tax rate | 35.48% | 36.10% | 36.81% |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Employee compensation and benefit plans | $24,765 | $26,165 |
Deferred rent | 7,229 | 9,526 |
Property, equipment and leasehold improvements, net | 1,520 | |
State taxes | 2,322 | 2,323 |
Pension | 2,494 | 395 |
Unearned revenue | 1,117 | 1,238 |
NOL carryforward - current | 1,667 | 3,813 |
NOL carryforward - non-current | 34,249 | 7,506 |
Other | 1,979 | 112 |
Subtotal | 75,822 | 52,598 |
Less: valuation allowance | -21,232 | -7 |
Total deferred tax assets | 54,590 | 52,591 |
Deferred tax liabilities: | ||
Intangible assets | -154,965 | -233,980 |
Foreign currency translation | -629 | -372 |
Property, equipment and leasehold improvements, net | -10,435 | |
Other | -246 | |
Total deferred tax liabilities | -166,275 | -234,352 |
Net deferred tax liabilities | ($111,685) | ($181,761) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Examination [Line Items] | |||
Non-current net operating loss ("NOL") carryforward | $34,249,000 | $7,506,000 | |
Valuation allowance | 21,232,000 | 7,000 | |
NOL carryforward - current | 1,667,000 | 3,813,000 | |
Deferred tax liability | 137,838,000 | 234,649,000 | |
Earnings attributable to foreign subsidiaries | 149,100,000 | 188,600,000 | 164,900,000 |
Significant change in unrecognized tax benefits, reasonably possible (in months) | 12 | ||
Significant change in unrecognized tax benefits, not possible (in months) | 12 | ||
Total amount of unrecognized tax benefits | 5,500,000 | ||
Penalties recognized during the year | 0 | ||
As Previously Reported [Member] | |||
Income Tax Examination [Line Items] | |||
Non-current net operating loss ("NOL") carryforward | 34,700,000 | ||
Valuation allowance | 23,400,000 | ||
Deferred tax liability | 221,054,000 | ||
Adjustment [Member] | |||
Income Tax Examination [Line Items] | |||
Non-current net operating loss ("NOL") carryforward | 7,300,000 | ||
NOL carryforward - current | 3,800,000 | ||
Deferred tax liability | 13,595,000 | ||
Adjustment [Member] | United States [Member] | |||
Income Tax Examination [Line Items] | |||
Net operating loss ("NOL") expiration, beginning year | 2026 | ||
Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2005 | ||
Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Unrecognized tax benefits, interest on income tax expenses | 100,000 | ||
Tax years under examination | 2013 | ||
Maximum [Member] | Adjustment [Member] | |||
Income Tax Examination [Line Items] | |||
Valuation allowance | 100,000 | ||
NOL carryforward | $11,300,000 | ||
Internal Revenue Service (IRS) [Member] | Minimum [Member] | Morgan Stanley [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2006 | ||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | Morgan Stanley [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2008 | ||
New York State and City [Member] | Minimum [Member] | Morgan Stanley [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2007 | ||
New York State and City [Member] | Maximum [Member] | Morgan Stanley [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2008 |
Income_Taxes_Summary_of_Compon
Income Taxes - Summary of Components of Income Before Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $269,944 | $276,549 | $220,072 | ||||||||
Foreign | 38,394 | 36,279 | 40,729 | ||||||||
Income from continuing operations before provision for income taxes | $70,728 | $79,996 | $84,083 | $73,531 | $76,994 | $77,740 | $83,904 | $74,190 | $308,338 | $312,828 | $260,801 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $7,089 | $6,827 | $13,168 |
Increases based on tax positions related to the current period | 292 | 194 | |
Increases based on tax positions related to prior periods | 1,969 | 2,690 | 349 |
Decreases based on tax positions related to prior periods | -346 | -2,474 | -427 |
Increases/ (Decreases) related to settlements with taxing authorities | -1,652 | -6,263 | |
Increases/(Decreases) related to a lapse of applicable statute of limitations | -827 | -148 | |
Ending balance | $6,525 | $7,089 | $6,827 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Aug. 11, 2014 | Dec. 31, 2014 | Jan. 29, 2013 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ||||||
Purchase price allocated to goodwill | $1,564,904,000 | $1,813,164,000 | $1,797,753,000 | |||
GMI Ratings [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Company paid cash to acquire property | 15,500,000 | |||||
Date of acquisition | 11-Aug-14 | |||||
Purchase price allocated to goodwill | 9,900,000 | |||||
Purchase price allocated to identifiable intangible assets | 3,600,000 | |||||
Purchase price allocated for assets other than identifiable intangible assets | 6,700,000 | |||||
Purchase price allocated to other liabilities | 4,700,000 | |||||
Investor Force Holdings, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Company paid cash to acquire property | 23,600,000 | |||||
Date of acquisition | 29-Jan-13 | |||||
Purchase price allocated to goodwill | 11,600,000 | |||||
Purchase price allocated to identifiable intangible assets | 9,100,000 | |||||
Purchase price allocated for assets other than identifiable intangible assets | 6,400,000 | |||||
Purchase price allocated to other liabilities | 3,500,000 | |||||
IPD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Company paid cash to acquire property | 124,800,000 | |||||
Date of acquisition | 30-Nov-12 | |||||
Purchase price allocated to goodwill | 76,500,000 | |||||
Purchase price allocated to identifiable intangible assets | 58,700,000 | |||||
Purchase price allocated for assets other than identifiable intangible assets | 18,600,000 | |||||
Purchase price allocated to other liabilities | $29,000,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | |
Mar. 17, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Segment | Segment | ||
Segment Reporting Information [Line Items] | |||
Number of operating segments | 1 | 2 | |
Institutional Shareholder Services Inc. [Member] | |||
Segment Reporting Information [Line Items] | |||
Sale completion date | 30-Apr-14 | ||
CFRA Product Line [Member] | |||
Segment Reporting Information [Line Items] | |||
Sale completion date | 31-Mar-13 |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $251,105 | $251,661 | $254,226 | $239,688 | $236,864 | $228,608 | $228,423 | $219,469 | $996,680 | $913,364 | $826,990 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 471,145 | 416,999 | 394,401 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 37,189 | 34,547 | 27,783 | ||||||||
Total Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 508,334 | 451,546 | 422,184 | ||||||||
United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 154,308 | 141,938 | 107,189 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 209,893 | 202,664 | 179,535 | ||||||||
Total EMEA [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 364,201 | 344,602 | 286,724 | ||||||||
Japan [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 46,642 | 46,752 | 53,649 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 77,503 | 70,464 | 64,433 | ||||||||
Total Asia & Australia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $124,145 | $117,216 | $118,082 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $2,092,606 | $2,494,459 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,944,433 | 2,338,124 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 3,293 | 4,082 |
Total Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,947,726 | 2,342,206 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 120,781 | 133,411 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 13,345 | 11,871 |
Total EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 134,126 | 145,282 |
Japan [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 837 | 1,543 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 9,917 | 5,428 |
Total Asia & Australia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $10,754 | $6,971 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenues | $251,105 | $251,661 | $254,226 | $239,688 | $236,864 | $228,608 | $228,423 | $219,469 | $996,680 | $913,364 | $826,990 |
Cost of services | 77,455 | 78,876 | 76,816 | 75,427 | 72,256 | 68,151 | 69,696 | 65,300 | 308,574 | 275,403 | 230,282 |
Selling, general and administrative | 69,345 | 70,833 | 71,516 | 67,658 | 64,174 | 59,917 | 52,842 | 55,515 | 279,352 | 232,448 | 211,905 |
Amortization of intangible assets | 11,591 | 11,574 | 11,442 | 11,270 | 11,217 | 11,193 | 11,222 | 11,166 | 45,877 | 44,798 | 50,017 |
Depreciation and amortization of property, equipment and leasehold improvements | 7,620 | 6,342 | 5,921 | 5,828 | 5,570 | 5,443 | 4,774 | 4,597 | 25,930 | 22,302 | 18,700 |
Total operating expenses | 166,011 | 167,625 | 165,695 | 160,183 | 153,217 | 144,704 | 138,534 | 136,578 | 659,514 | 573,033 | 508,755 |
Operating income | 85,094 | 84,036 | 88,531 | 79,505 | 83,647 | 83,904 | 89,889 | 82,891 | 337,166 | 340,331 | 318,235 |
Interest income | -226 | -277 | -192 | -156 | -239 | -227 | -186 | -237 | -851 | -889 | -699 |
Interest expense | 15,791 | 5,604 | 5,366 | 5,059 | 6,913 | 5,828 | 6,499 | 7,016 | 31,820 | 26,256 | 56,401 |
Other expense (income) | -1,199 | -1,287 | -726 | 1,071 | -21 | 563 | -328 | 1,922 | -2,141 | 2,136 | 1,732 |
Other expense (income), net | 14,366 | 4,040 | 4,448 | 5,974 | 6,653 | 6,164 | 5,985 | 8,701 | 28,828 | 27,503 | 57,434 |
Income from continuing operations before provision for income taxes | 70,728 | 79,996 | 84,083 | 73,531 | 76,994 | 77,740 | 83,904 | 74,190 | 308,338 | 312,828 | 260,801 |
Provision for income taxes | 27,459 | 28,272 | 27,280 | 26,385 | 36,119 | 27,804 | 27,763 | 21,232 | 109,396 | 112,918 | 96,010 |
Income from continuing operations | 43,269 | 51,724 | 56,803 | 47,146 | 40,875 | 49,936 | 56,141 | 52,958 | 198,942 | 199,910 | 164,791 |
Income (loss) from discontinued operations, net of income taxes | 1,071 | -10 | 50,857 | 33,253 | 6,382 | 5,374 | 4,912 | 5,979 | 85,171 | 22,647 | 19,447 |
Net income | $44,340 | $51,714 | $107,660 | $80,399 | $47,257 | $55,310 | $61,053 | $58,937 | $284,113 | $222,557 | $184,238 |
Earnings per basic common share | |||||||||||
From continuing operations | $0.38 | $0.44 | $0.48 | $0.40 | $0.34 | $0.42 | $0.46 | $0.44 | $1.72 | $1.66 | $1.34 |
From discontinued operations | $0.01 | $0.44 | $0.28 | $0.06 | $0.04 | $0.04 | $0.05 | ||||
Earnings per basic common share | $0.39 | $0.44 | $0.92 | $0.68 | $0.40 | $0.46 | $0.50 | $0.49 | $2.45 | $1.85 | $1.50 |
Earnings per diluted common share | |||||||||||
From continuing operations | $0.38 | $0.44 | $0.48 | $0.40 | $0.34 | $0.42 | $0.46 | $0.43 | $1.70 | $1.64 | $1.32 |
From discontinued operations | $0.01 | $0.43 | $0.28 | $0.05 | $0.04 | $0.04 | $0.05 | ||||
Earnings per diluted common share | $0.39 | $0.44 | $0.91 | $0.68 | $0.39 | $0.46 | $0.50 | $0.48 | $2.43 | $1.83 | $1.48 |
Weighted average shares outstanding used in computing per share data | |||||||||||
Basic | 112,299 | 116,251 | 116,702 | 117,582 | 118,828 | 119,607 | 121,149 | 120,746 | 115,737 | 120,100 | 122,023 |
Diluted | 113,289 | 117,163 | 117,664 | 118,597 | 119,877 | 120,578 | 122,069 | 121,702 | 116,706 | 121,074 | 123,204 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
Sep. 17, 2014 | Dec. 31, 2014 | Feb. 03, 2015 | |
Subsequent Event [Line Items] | |||
Quarterly dividend declared | $0.18 | $0.18 | |
Quarterly dividend declared date | 17-Sep-14 | ||
Quarterly dividend payable date | 31-Oct-14 | ||
Quarterly dividend record date | 15-Oct-14 | ||
Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Quarterly dividend declared | $0.18 | ||
Quarterly dividend declared date | 3-Feb-15 | ||
Quarterly dividend payable date | 13-Mar-15 | ||
Quarterly dividend record date | 20-Feb-15 |