Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 22, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MSCI | |
Entity Registrant Name | MSCI Inc. | |
Entity Central Index Key | 1,408,198 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 96,501,685 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 445,014 | $ 777,706 |
Accounts receivable (net of allowances of $1,247 and $1,117 at March 31, 2016 and December 31, 2015, respectively) | 260,168 | 208,239 |
Prepaid income taxes | 27,648 | 46,115 |
Prepaid and other assets | 30,981 | 31,211 |
Total current assets | 763,811 | 1,063,271 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $118,753 and $114,680 at March 31, 2016 and December 31, 2015, respectively) | 96,007 | 98,926 |
Goodwill | 1,564,186 | 1,565,621 |
Intangible assets (net of accumulated amortization of $430,060 and $418,512 at March 31, 2016 and December 31, 2015, respectively) | 380,860 | 391,490 |
Non-current deferred tax assets | 8,507 | 9,180 |
Other non-current assets | 18,263 | 18,499 |
Total assets | 2,831,634 | 3,146,987 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 1,514 | 2,512 |
Accrued compensation and related benefits | 45,198 | 116,619 |
Other accrued liabilities | 61,886 | 61,433 |
Deferred revenue | 359,870 | 317,552 |
Total current liabilities | 468,468 | 498,116 |
Long-term debt | 1,579,960 | 1,579,404 |
Deferred taxes | 106,000 | 110,937 |
Other non-current liabilities | 61,550 | 57,043 |
Total liabilities | $ 2,215,978 | $ 2,245,500 |
Commitments and Contingencies (see Note 6 and Note 7) | ||
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; 128,789,695 and 128,200,189 common shares issued and 96,535,358 and 101,013,148 common shares outstanding at March 31, 2016 and December 31, 2015, respectively) | $ 1,288 | $ 1,282 |
Treasury shares, at cost (32,254,337 and 27,187,041 common shares held at March 31, 2016 and December 31, 2015, respectively) | (1,742,417) | (1,395,695) |
Additional paid in capital | 1,195,740 | 1,173,183 |
Retained earnings | 1,196,783 | 1,158,462 |
Accumulated other comprehensive loss | (35,738) | (35,745) |
Total shareholders' equity | 615,656 | 901,487 |
Total liabilities and shareholders' equity | $ 2,831,634 | $ 3,146,987 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 1,247 | $ 1,117 |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | 118,753 | 114,680 |
Intangible assets, accumulated amortization | $ 430,060 | $ 418,512 |
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 | 128,789,695 | 128,200,189 |
Common stock, shares outstanding | 96,535,358 | 101,013,148 |
Treasury shares | 32,254,337 | 27,187,041 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Operating revenues | $ 278,828 | $ 262,769 |
Operating expenses: | ||
Cost of revenues | 63,172 | 69,904 |
Selling and marketing | 41,689 | 41,648 |
Research and development | 18,928 | 23,189 |
General and administrative | 21,890 | 20,377 |
Amortization of intangible assets | 11,840 | 11,702 |
Depreciation and amortization of property, equipment and leasehold improvements | 8,168 | 7,207 |
Total operating expenses | 165,687 | 174,027 |
Operating income | 113,141 | 88,742 |
Interest income | (621) | (204) |
Interest expense | 22,904 | 11,108 |
Other expense (income) | 81 | 178 |
Other expense (income), net | 22,364 | 11,082 |
Income from continuing operations before provision for income taxes | 90,777 | 77,660 |
Provision for income taxes | 30,410 | 28,036 |
Income from continuing operations | 60,367 | 49,624 |
Income (loss) from discontinued operations, net of income taxes | (5,797) | |
Net income | $ 60,367 | $ 43,827 |
Earnings per basic common share: | ||
Earnings per basic common share from continuing operations | $ 0.61 | $ 0.44 |
Earnings per basic common share from discontinued operations | (0.05) | |
Earnings per basic common share | 0.61 | 0.39 |
Earnings per diluted common share: | ||
Earnings per diluted common share from continuing operations | 0.60 | 0.44 |
Earnings per diluted common share from discontinued operations | (0.05) | |
Earnings per diluted common share | $ 0.60 | $ 0.39 |
Weighted average shares outstanding used in computing earnings per share: | ||
Basic | 99,425 | 112,520 |
Diluted | 99,998 | 113,522 |
Dividend declared per common share | $ 0.22 | $ 0.18 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 60,367 | $ 43,827 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | 304 | (6,590) |
Income tax effect | (67) | (132) |
Foreign currency translation adjustments, net | 237 | (6,722) |
Pension and other post-retirement adjustments | (313) | 174 |
Income tax effect | 82 | (51) |
Pension and other post-retirement adjustments, net | (231) | 123 |
Other comprehensive (loss) income, net of tax | 6 | (6,599) |
Comprehensive income | $ 60,373 | $ 37,228 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 60,367 | $ 43,827 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible assets | 11,840 | 11,702 |
Stock-based compensation expense | 7,080 | 7,350 |
Depreciation and amortization of property, equipment and leasehold improvements | 8,168 | 7,207 |
Amortization of debt origination fees | 709 | 446 |
Deferred taxes | (3,769) | 3,433 |
Excess tax benefits from share-based compensation | (3,857) | (2,990) |
Other non-cash adjustments | 359 | 3,700 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||
Accounts receivable | (51,664) | (7,181) |
Prepaid income taxes | 22,246 | 15,533 |
Prepaid and other assets | 270 | (517) |
Accounts payable | (1,006) | (1,681) |
Accrued compensation and related benefits | (62,258) | (63,351) |
Other accrued liabilities | (1,325) | 11,331 |
Deferred revenue | 42,039 | 34,717 |
Other | 3,831 | 3,157 |
Net cash provided by operating activities | 33,030 | 66,683 |
Cash flows from investing activities | ||
Capital expenditures | (3,135) | (4,934) |
Capitalized software development costs | (2,325) | (1,386) |
Acquisitions, net of cash acquired | (60) | |
Net cash used in investing activities | (5,520) | (6,320) |
Cash flows from financing activities | ||
Repurchase of treasury shares | (346,715) | (10,352) |
Proceeds from exercise of stock options | 2,438 | 632 |
Excess tax benefits from stock-based compensation | 3,857 | 2,990 |
Payment of dividends | (21,889) | (20,406) |
Net cash used in financing activities | (362,309) | (27,136) |
Effect of exchange rate changes | 2,107 | (4,275) |
Net (decrease) increase in cash and cash equivalents | (332,692) | 28,952 |
Cash and cash equivalents, beginning of period | 777,706 | 508,799 |
Cash and cash equivalents, end of period | 445,014 | 537,751 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 23,451 | 161 |
Cash paid for income taxes | 11,242 | 13,976 |
Supplemental disclosure of non-cash investing activities: | ||
Property, equipment and leasehold improvements in other accrued liabilities | 5,077 | 12,970 |
Supplemental disclosure of non-cash financing activities: | ||
Cash dividends declared, but not yet paid | $ 157 | $ 13 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | 1. INTRODUCTION AND BASIS OF PRESENTATION MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), offers content, applications and services to support the needs of institutional investors throughout their investment processes. The Company’s flagship products are its global equity indexes, custom indexes, factor indexes and ESG indexes; its analytics products, including multi-factor models, pricing models, methodologies for performance attribution, models for statistical analysis, and tools for portfolio optimization, back testing and stress testing; its ESG research and ratings; and its real estate benchmarks, indexes, business intelligence and analytics. Income (loss) from discontinued operations, net of income taxes in the Unaudited Condensed Consolidated Statement of Income for the three months ended March 31, 2015 represents the impact of an out-of-period income tax charge associated with tax obligations triggered upon the sale of Institutional Shareholder Services Inc. (“ISS”), which was completed on April 30, 2014. Basis of Presentation and Use of Estimates These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, 2016 and December 31, 2015, the results of operations and comprehensive income for the three months ended March 31, 2016 and 2015 and cash flows for the three months ended March 31, 2016 and 2015. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited condensed consolidated financial statement information as of December 31, 2015 has been derived from the 2015 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Intercompany balances and transactions are eliminated in consolidation. Concentrations No single customer represented 10.0% or more of the Company’s consolidated operating revenues for the three months ended March 31, 2016, while BlackRock, Inc. accounted for 10.1% of the Company’s consolidated operating revenues for the three months ended March 31, 2015. For the three months ended March 31, 2016 and 2015, BlackRock, Inc. accounted for 17.0% and 19.2% of the Index segment operating revenues, respectively. No single customer represented 10.0% or more of revenues within the Analytics and All Other segments for the three months ended March 31, 2016 and 2015. |
Recent Accounting Standards Upd
Recent Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards Updates | 2. RECENT ACCOUNTING STANDARDS UPDATES In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842),” In March 2016, the FASB issued Accounting Standards Update No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) “Revenue from Contracts with Customers (Topic 606),” In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 3. 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 no stock options or restricted stock units excluded from the calculation of diluted EPS for both the three months ended March 31, 2016 and 2015 because of their anti-dilutive effect. The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Income from continuing operations, net of income taxes $ 60,367 $ 49,624 Income (loss) from discontinued operations, net of income taxes — (5,797 ) Net income 60,367 43,827 Less: Allocations of earnings to unvested restricted stock units (1) — (17 ) Earnings available to MSCI common shareholders $ 60,367 $ 43,810 Basic weighted average common shares outstanding 99,425 112,520 Effect of dilutive securities: Stock options and restricted stock units 573 1,002 Diluted weighted average common shares outstanding 99,998 113,522 Earnings per basic common share from continuing operations $ 0.61 $ 0.44 Earnings per basic common share from discontinued operations — (0.05 ) Earnings per basic common share $ 0.61 $ 0.39 Earnings per diluted common share from continuing operations $ 0.60 $ 0.44 Earnings per diluted common share from discontinued operations — (0.05 ) Earnings per diluted common share $ 0.60 $ 0.39 (1) Restricted stock units granted to employees prior to 2013 and restricted stock units granted to independent directors of the Company prior to April 30, 2015 had a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units were not included as incremental shares in the diluted EPS computation. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Leasehold Improvements | 4. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements at March 31, 2016 and December 31, 2015 consisted of the following: As of Type March 31, 2016 December 31, (in thousands) Computer & related equipment $ 149,716 $ 143,499 Furniture & fixtures 10,304 9,870 Leasehold improvements 48,126 47,579 Work-in-process 6,614 12,658 Subtotal 214,760 213,606 Accumulated depreciation and amortization (118,753 ) (114,680 ) Property, equipment and leasehold improvements, net $ 96,007 $ 98,926 Depreciation and amortization expense of property, equipment and leasehold improvements was $8.2 million and $7.2 million for the three months ended March 31, 2016 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents goodwill by reportable segment: Index Analytics All Other Total (in thousands) Goodwill at December 31, 2015 $ 1,210,366 $ 302,551 $ 52,704 $ 1,565,621 Changes to goodwill (1) — 60 — 60 Foreign exchange translation adjustment (923 ) — (572 ) (1,495 ) Goodwill at March 31, 2016 1,209,443 302,611 52,132 1,564,186 (1) Changes to goodwill reflect the final working capital adjustment payment made during the three months ended March 31, 2016 to complete the acquisition of Insignis, Inc. Intangible Assets Amortization expense related to intangible assets for the three months ended March 31, 2016 and 2015 was $11.8 million and $11.7 million, respectively. The gross carrying and accumulated amortization amounts related to the Company’s identifiable intangible assets were as follows: As of March 31, 2016 December 31, 2015 Gross intangible assets: (in thousands) Customer relationships $ 361,746 $ 361,746 Trademarks/trade names 223,382 223,382 Technology/software 202,203 199,889 Proprietary data 28,627 28,627 Covenant not to compete 1,225 1,225 Subtotal 817,183 814,869 Foreign exchange translation adjustment (6,263 ) (4,867 ) Total gross intangible assets $ 810,920 $ 810,002 Accumulated amortization: Customer relationships $ (149,386 ) $ (143,325 ) Trademarks/trade names (96,354 ) (93,476 ) Technology/software (177,462 ) (175,209 ) Proprietary data (7,193 ) (6,698 ) Covenant not to compete (818 ) (665 ) Subtotal (431,213 ) (419,373 ) Foreign exchange translation adjustment 1,153 861 Total accumulated amortization $ (430,060 ) $ (418,512 ) Net intangible assets: Customer relationships $ 212,360 $ 218,421 Trademarks/trade names 127,028 129,906 Technology/software 24,741 24,680 Proprietary data 21,434 21,929 Covenant not to compete 407 560 Subtotal 385,970 395,496 Foreign exchange translation adjustment (5,110 ) (4,006 ) Total net intangible assets $ 380,860 $ 391,490 The following table presents the estimated amortization expense for the remainder of 2016 and succeeding years: Years Ending December 31, Amortization Expense (in thousands) Remainder 2016 $ 36,107 2017 43,493 2018 40,269 2019 38,227 2020 36,422 Thereafter 186,342 Total $ 380,860 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Legal matters. Leases. Long-term debt . On August 13, 2015, the Company completed its second private offering of $800.0 million aggregate principal amount of 5.75% senior unsecured notes due 2025 (the “2025 Senior Notes”). The $789.5 million of net proceeds from the offering of the 2025 Senior Notes were allocated for general corporate purposes. The 2024 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 2024 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 2024 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2019, at redemption prices set forth in the indenture governing the 2024 Senior Notes. 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 2024 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.25% of the principal amount. 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. The 2025 Senior Notes are scheduled to mature and be paid in full on August 15, 2025. At any time prior to August 15, 2020, the Company may redeem all or part of the 2025 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 2025 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2020, at redemption prices set forth in the indenture governing the 2025 Senior Notes. At any time prior to August 15, 2018, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes, including any permitted additional notes, at a redemption price equal to 105.75% of the principal amount. Interest payments attributable to the 2024 Senior Notes are due on May 15 and November 15 of each year. The first interest payment was made on May 15, 2015. Interest payments attributable to the 2025 Senior Notes are due on February 15 and August 15 of each year. The first interest payment was made on February 16, 2016. Long-term debt at March 31, 2016 was $1,580 million, net of $20.0 million in deferred financing fees. Long-term debt at December 31, 2015 was $1,579.4 million, net of $20.6 million in deferred financing fees. In connection with the closing of the 2024 Senior Notes and 2025 Senior Notes offerings and entering into 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 related lives. At March 31, 2016, $22.2 million of the deferred financing fees remain unamortized, $0.6 million of which are included in “Prepaid and other assets,” $1.6 million of which are included in “Other non-current assets” and $20.0 million of which are grouped and presented as part of “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition. The Company amortized $0.7 million and $0.4 million of deferred financing fees in interest expense during the three months ended March 31, 2016 and 2015, respectively. At March 31, 2016 and December 31, 2015, the fair market value of the Company’s debt obligations was $1,671.0 million and $1,638.0 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. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. Non-designated Hedges of Foreign Exchange Risk. The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: Unaudited Condensed As of (in thousands) Financial Condition Location March 31, 2016 December 31, 2015 Non-designated hedging instruments: Asset derivatives: Foreign exchange contracts Prepaid and other assets $ — $ 640 Liability derivatives: Foreign exchange contracts Other accrued liabilities $ (138 ) $ (2 ) The Company’s foreign exchange forward contracts represent Level 2 valuations, as they were valued using pricing models that took into account the contract terms as well as multiple observable inputs where applicable, such as prevailing spot rates and forward points. The following table presents the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Amount of Gain or (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31, (in thousands) Income on Derivatives 2016 2015 Foreign exchange contracts Other expense (income) $ 214 $ 1,412 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 7. SHAREHOLDERS’ EQUITY Return of capital. On October 28, 2015, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of MSCI’s common stock (the “2015 Repurchase Program”). Share repurchases made pursuant to the 2015 Repurchase Program may take place 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 or terminated by the Board of Directors at any time without prior notice. On June 2, 2015, the Company began purchasing shares of its common stock on the open market in accordance with SEC Rule 10b5-1. Through December 31, 2015, the Company paid $670.8 million to receive approximately 10.7 million shares pursuant to open market repurchases under the 2014 Repurchase Program and the 2015 Repurchase Program at an average purchase price of $62.63 per share. For the three months ended March 31, 2016, the Company paid $333.3 million to receive approximately 4.9 million shares at an average purchase price of $68.45 per share under the 2015 Repurchase Program. Since 2012 and through March 31, 2016, approximately $1.7 billion has been returned through share repurchases and payment of cash dividends. The following table presents cash dividends declared, deferred and distributed per common share for the periods indicated: Dividends (in thousands) Per Share Declared Distributed Deferred 2016: Three months ended March 31, $ 0.22 $ 22,046 $ 21,889 $ 157 2015: Three months ended March 31, $ 0.18 $ 20,424 $ 20,411 $ 13 Common Stock. The following table presents activity related to shares of common stock issued and repurchased for the periods indicated: Common Stock Issued Treasury Stock Common Stock Outstanding Balance At December 31, 2015 128,200,189 (27,187,041 ) 101,013,148 Dividend payable/paid 104 (104 ) — Common stock issued and exercise of stock options 589,402 — 589,402 Shares withheld for tax withholding and exercises — (197,769 ) (197,769 ) Shares repurchased under stock repurchase programs — (4,869,423 ) (4,869,423 ) Balance At March 31, 2016 128,789,695 (32,254,337 ) 96,535,358 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company’s provision for income taxes was $30.4 million and $28.0 million for the three months ended March 31, 2016 and 2015, respectively. These amounts reflect effective tax rates of 33.5% and 36.1% for the three months ended March 31, 2016 and 2015, respectively. The reduction in the effective tax rate is primarily due to higher income generated in lower tax jurisdictions. The Company is under examination by the IRS and other tax authorities in certain jurisdictions, including foreign jurisdictions, such as India, 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 2004 through 2015. 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 and 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 examinations. Additionally, the Company believes it has adequate reserves for any tax issues that may arise out of the IRS examination relating to the tax years 2006 through 2008 and therefore does not believe any related settlement with Morgan Stanley will have a material impact. The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 9. SEGMENT INFORMATION ASC Subtopic 280-10, “Segment Reporting,” The CODM measures and evaluates reportable segments based on segment operating revenues as well as Adjusted EBITDA and other measures. The Company excludes the following items from segment Adjusted EBITDA: income (loss) from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and certain transactions or adjustments that the CODM does not primarily consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are included in the reconciliation that follows. The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate segment adjusted EBITDA in the same fashion. Revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are allocated based upon various methodologies, including time estimates, headcount, sales targets, data center consumption and other relevant usage measures. Due to the integrated structure of our business, certain costs incurred by one segment may benefit other segments. A segment may use the content and data produced by another segment without incurring an arm’s-length intersegment charge. The CODM does not review any information regarding total assets on an operating segment basis. Operating segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for MSCI as a whole. The Company has four operating segments: Index, Analytics, ESG and Real Estate. The Index operating segment is a provider of investment decision support tools, including equity indexes and equity index benchmarks. The products are used in many areas of the investment process, including portfolio construction and rebalancing, asset allocation, performance benchmarking and attribution, regulatory and client reporting and index-linked investment product creation. The Analytics operating segment consists of products and services used for portfolio construction, risk management and reporting. The products enable institutional investors to monitor, analyze and report on the risk and return of investments across a variety of asset classes. They are based on proprietary, integrated fundamental multi-factor risk models, value-at-risk methodologies, performance attribution frameworks and asset valuation models. In addition, the Analytics segment includes products that help investors value, model and hedge physical assets and derivatives across a number of market segments, including energy and commodity assets. The ESG operating segment offers products institutional investors use for assessing risks and opportunities arising from environmental, social and governance issues. ESG tools are used to evaluate both individual securities and investment portfolios. The Real Estate operating segment is a provider of real estate performance analysis for funds, investors, managers, lenders and occupiers. It provides index products and offers services that include research, reporting and benchmarking. The operating segments of ESG and Real Estate do not individually meet the segment reporting thresholds and have been combined and presented as part of the All Other segment for disclosure purposes. The following table presents operating revenue by the reportable segment for the periods indicated: Three Months Ended March 31, 2016 2015 (in thousands) Operating revenues Index $ 144,613 $ 133,554 Analytics 110,263 106,845 All Other 23,952 22,370 Total $ 278,828 $ 262,769 The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended March 31, 2016 2015 (in thousands) Index Adjusted EBITDA $ 100,049 $ 93,053 Analytics Adjusted EBITDA 30,360 14,080 All Other Adjusted EBITDA 2,740 518 Total operating segment profitability 133,149 107,651 Amortization of intangible assets 11,840 11,702 Depreciation and amortization of property, equipment and leasehold improvements 8,168 7,207 Operating income 113,141 88,742 Other expense (income), net 22,364 11,082 Provision for income taxes 30,410 28,036 Income from continuing operations 60,367 49,624 Income (loss) from discontinued operations, net of income taxes — (5,797 ) Net income $ 60,367 $ 43,827 Revenue by geography is based on the shipping address of the ultimate customer utilizing the product. The following table presents revenue for the periods indicated by geographic area: Three Months Ended March 31, Revenues 2016 2015 (in thousands) Americas: United States $ 137,645 $ 125,616 Other 10,582 9,855 Total Americas 148,227 135,471 Europe, the Middle East and Africa (“EMEA”): United Kingdom 42,610 40,241 Other 53,439 54,929 Total EMEA 96,049 95,170 Asia & Australia: Japan 12,640 11,602 Other 21,912 20,526 Total Asia & Australia 34,552 32,128 Total $ 278,828 $ 262,769 Long-lived assets consist of property, equipment, leasehold improvements, goodwill and intangible assets, net of accumulated depreciation and amortization. The following table presents long-lived assets on the dates indicated by geographic area: As of March 31, 2016 December 31, 2015 Long-lived assets (in thousands) Americas: United States $ 1,905,066 $ 1,916,689 Other 2,171 2,279 Total Americas 1,907,237 1,918,968 EMEA: United Kingdom 106,851 110,261 Other 17,564 16,849 Total EMEA 124,415 127,110 Asia & Australia: Japan 540 570 Other 8,861 9,389 Total Asia & Australia 9,401 9,959 Total $ 2,041,053 $ 2,056,037 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS On April 27, 2016, the Board of Directors declared a cash dividend of $0.22 per share for second quarter 2016. The second quarter 2016 dividend is payable on May 27, 2016 to shareholders of record as of the close of trading on May 13, 2016. |
Introduction and Basis of Pre17
Introduction and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates These unaudited condensed consolidated financial statements include the accounts of MSCI Inc. and its subsidiaries and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, 2016 and December 31, 2015, the results of operations and comprehensive income for the three months ended March 31, 2016 and 2015 and cash flows for the three months ended March 31, 2016 and 2015. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in MSCI’s Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited condensed consolidated financial statement information as of December 31, 2015 has been derived from the 2015 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, the allowance for doubtful accounts, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the unaudited condensed consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Intercompany balances and transactions are eliminated in consolidation. |
Concentrations | Concentrations No single customer represented 10.0% or more of the Company’s consolidated operating revenues for the three months ended March 31, 2016, while BlackRock, Inc. accounted for 10.1% of the Company’s consolidated operating revenues for the three months ended March 31, 2015. For the three months ended March 31, 2016 and 2015, BlackRock, Inc. accounted for 17.0% and 19.2% of the Index segment operating revenues, respectively. No single customer represented 10.0% or more of revenues within the Analytics and All Other segments for the three months ended March 31, 2016 and 2015. |
Recent Accounting Standards Updates | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842),” In March 2016, the FASB issued Accounting Standards Update No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) “Revenue from Contracts with Customers (Topic 606),” In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted EPS | The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Income from continuing operations, net of income taxes $ 60,367 $ 49,624 Income (loss) from discontinued operations, net of income taxes — (5,797 ) Net income 60,367 43,827 Less: Allocations of earnings to unvested restricted stock units (1) — (17 ) Earnings available to MSCI common shareholders $ 60,367 $ 43,810 Basic weighted average common shares outstanding 99,425 112,520 Effect of dilutive securities: Stock options and restricted stock units 573 1,002 Diluted weighted average common shares outstanding 99,998 113,522 Earnings per basic common share from continuing operations $ 0.61 $ 0.44 Earnings per basic common share from discontinued operations — (0.05 ) Earnings per basic common share $ 0.61 $ 0.39 Earnings per diluted common share from continuing operations $ 0.60 $ 0.44 Earnings per diluted common share from discontinued operations — (0.05 ) Earnings per diluted common share $ 0.60 $ 0.39 (1) Restricted stock units granted to employees prior to 2013 and restricted stock units granted to independent directors of the Company prior to April 30, 2015 had a right to participate in all of the earnings of the Company in the computation of basic EPS and, therefore, these restricted stock units were not included as incremental shares in the diluted EPS computation. |
Property, Equipment and Lease19
Property, Equipment and Leasehold Improvements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Leasehold Improvements | Property, equipment and leasehold improvements at March 31, 2016 and December 31, 2015 consisted of the following: As of Type March 31, 2016 December 31, (in thousands) Computer & related equipment $ 149,716 $ 143,499 Furniture & fixtures 10,304 9,870 Leasehold improvements 48,126 47,579 Work-in-process 6,614 12,658 Subtotal 214,760 213,606 Accumulated depreciation and amortization (118,753 ) (114,680 ) Property, equipment and leasehold improvements, net $ 96,007 $ 98,926 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reportable Segment | The following table presents goodwill by reportable segment: Index Analytics All Other Total (in thousands) Goodwill at December 31, 2015 $ 1,210,366 $ 302,551 $ 52,704 $ 1,565,621 Changes to goodwill (1) — 60 — 60 Foreign exchange translation adjustment (923 ) — (572 ) (1,495 ) Goodwill at March 31, 2016 1,209,443 302,611 52,132 1,564,186 (1) Changes to goodwill reflect the final working capital adjustment payment made during the three months ended March 31, 2016 to complete the acquisition of Insignis, Inc. |
Schedule of Gross Carrying and Accumulated Amortization Amounts Related to Company's Identifiable Intangible Assets | The gross carrying and accumulated amortization amounts related to the Company’s identifiable intangible assets were as follows: As of March 31, 2016 December 31, 2015 Gross intangible assets: (in thousands) Customer relationships $ 361,746 $ 361,746 Trademarks/trade names 223,382 223,382 Technology/software 202,203 199,889 Proprietary data 28,627 28,627 Covenant not to compete 1,225 1,225 Subtotal 817,183 814,869 Foreign exchange translation adjustment (6,263 ) (4,867 ) Total gross intangible assets $ 810,920 $ 810,002 Accumulated amortization: Customer relationships $ (149,386 ) $ (143,325 ) Trademarks/trade names (96,354 ) (93,476 ) Technology/software (177,462 ) (175,209 ) Proprietary data (7,193 ) (6,698 ) Covenant not to compete (818 ) (665 ) Subtotal (431,213 ) (419,373 ) Foreign exchange translation adjustment 1,153 861 Total accumulated amortization $ (430,060 ) $ (418,512 ) Net intangible assets: Customer relationships $ 212,360 $ 218,421 Trademarks/trade names 127,028 129,906 Technology/software 24,741 24,680 Proprietary data 21,434 21,929 Covenant not to compete 407 560 Subtotal 385,970 395,496 Foreign exchange translation adjustment (5,110 ) (4,006 ) Total net intangible assets $ 380,860 $ 391,490 |
Estimated Amortization Expense for Remainder of 2016 and Succeeding Years | The following table presents the estimated amortization expense for the remainder of 2016 and succeeding years: Years Ending December 31, Amortization Expense (in thousands) Remainder 2016 $ 36,107 2017 43,493 2018 40,269 2019 38,227 2020 36,422 Thereafter 186,342 Total $ 380,860 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Fair Values of Derivative Instruments | The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition: Unaudited Condensed As of (in thousands) Financial Condition Location March 31, 2016 December 31, 2015 Non-designated hedging instruments: Asset derivatives: Foreign exchange contracts Prepaid and other assets $ — $ 640 Liability derivatives: Foreign exchange contracts Other accrued liabilities $ (138 ) $ (2 ) |
Effect of Financial Derivatives on Statements of Income | The following table presents the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition and Unaudited Condensed Consolidated Statements of Income: Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Amount of Gain or (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31, (in thousands) Income on Derivatives 2016 2015 Foreign exchange contracts Other expense (income) $ 214 $ 1,412 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Cash Dividends Declared, Deferred and Distributed Per Common Share | The following table presents cash dividends declared, deferred and distributed per common share for the periods indicated: Dividends (in thousands) Per Share Declared Distributed Deferred 2016: Three months ended March 31, $ 0.22 $ 22,046 $ 21,889 $ 157 2015: Three months ended March 31, $ 0.18 $ 20,424 $ 20,411 $ 13 |
Summary of Activity Related to Shares of Common Stock Issued and Repurchased | The following table presents activity related to shares of common stock issued and repurchased for the periods indicated: Common Stock Issued Treasury Stock Common Stock Outstanding Balance At December 31, 2015 128,200,189 (27,187,041 ) 101,013,148 Dividend payable/paid 104 (104 ) — Common stock issued and exercise of stock options 589,402 — 589,402 Shares withheld for tax withholding and exercises — (197,769 ) (197,769 ) Shares repurchased under stock repurchase programs — (4,869,423 ) (4,869,423 ) Balance At March 31, 2016 128,789,695 (32,254,337 ) 96,535,358 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Revenue by Reportable Segment | The following table presents operating revenue by the reportable segment for the periods indicated: Three Months Ended March 31, 2016 2015 (in thousands) Operating revenues Index $ 144,613 $ 133,554 Analytics 110,263 106,845 All Other 23,952 22,370 Total $ 278,828 $ 262,769 |
Segment Profitability and Reconciliation to Net Income | The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended March 31, 2016 2015 (in thousands) Index Adjusted EBITDA $ 100,049 $ 93,053 Analytics Adjusted EBITDA 30,360 14,080 All Other Adjusted EBITDA 2,740 518 Total operating segment profitability 133,149 107,651 Amortization of intangible assets 11,840 11,702 Depreciation and amortization of property, equipment and leasehold improvements 8,168 7,207 Operating income 113,141 88,742 Other expense (income), net 22,364 11,082 Provision for income taxes 30,410 28,036 Income from continuing operations 60,367 49,624 Income (loss) from discontinued operations, net of income taxes — (5,797 ) Net income $ 60,367 $ 43,827 |
Revenue by Geographic Area | Revenue by geography is based on the shipping address of the ultimate customer utilizing the product. The following table presents revenue for the periods indicated by geographic area: Three Months Ended March 31, Revenues 2016 2015 (in thousands) Americas: United States $ 137,645 $ 125,616 Other 10,582 9,855 Total Americas 148,227 135,471 Europe, the Middle East and Africa (“EMEA”): United Kingdom 42,610 40,241 Other 53,439 54,929 Total EMEA 96,049 95,170 Asia & Australia: Japan 12,640 11,602 Other 21,912 20,526 Total Asia & Australia 34,552 32,128 Total $ 278,828 $ 262,769 |
Long-Lived Assets by Geographic Area | The following table presents long-lived assets on the dates indicated by geographic area: As of March 31, 2016 December 31, 2015 Long-lived assets (in thousands) Americas: United States $ 1,905,066 $ 1,916,689 Other 2,171 2,279 Total Americas 1,907,237 1,918,968 EMEA: United Kingdom 106,851 110,261 Other 17,564 16,849 Total EMEA 124,415 127,110 Asia & Australia: Japan 540 570 Other 8,861 9,389 Total Asia & Australia 9,401 9,959 Total $ 2,041,053 $ 2,056,037 |
Introduction and Basis of Pre24
Introduction and Basis of Presentation - Additional Information (Detail) - Operating Revenues [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Blackrock Inc [Member] | Maximum [Member] | ||
Introduction And Basis Of Presentation [Line Items] | ||
Percentage of operating revenues accounted for by major customer | 10.00% | 10.10% |
Index [Member] | Blackrock Inc [Member] | ||
Introduction And Basis Of Presentation [Line Items] | ||
Percentage of operating revenues accounted for by major customer | 17.00% | 19.20% |
Analytics [Member] | ||
Introduction And Basis Of Presentation [Line Items] | ||
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% |
All Other [Member] | ||
Introduction And Basis Of Presentation [Line Items] | ||
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% |
Earnings Per Common Share - Add
Earnings Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities excluded from the calculation of diluted EPS | 0 | 0 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations, net of income taxes | $ 60,367 | $ 49,624 |
Income (loss) from discontinued operations, net of income taxes | (5,797) | |
Net income | 60,367 | 43,827 |
Less: Allocations of earnings to unvested restricted stock units | (17) | |
Earnings available to MSCI common shareholders | $ 60,367 | $ 43,810 |
Basic weighted average common shares outstanding | 99,425 | 112,520 |
Effect of dilutive securities: | ||
Stock options and restricted stock units | 573 | 1,002 |
Diluted weighted average common shares outstanding | 99,998 | 113,522 |
Earnings per basic common share from continuing operations | $ 0.61 | $ 0.44 |
Earnings per basic common share from discontinued operations | (0.05) | |
Earnings per basic common share | 0.61 | 0.39 |
Earnings per diluted common share from continuing operations | 0.60 | 0.44 |
Earnings per diluted common share from discontinued operations | (0.05) | |
Earnings per diluted common share | $ 0.60 | $ 0.39 |
Property, Equipment and Lease27
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Computer & related equipment | $ 149,716 | $ 143,499 |
Furniture & fixtures | 10,304 | 9,870 |
Leasehold improvements | 48,126 | 47,579 |
Work-in-process | 6,614 | 12,658 |
Subtotal | 214,760 | 213,606 |
Accumulated depreciation and amortization | (118,753) | (114,680) |
Property, equipment and leasehold improvements, net | $ 96,007 | $ 98,926 |
Property, Equipment and Lease28
Property, Equipment and Leasehold Improvements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of property, equipment and leasehold improvements | $ 8,168 | $ 7,207 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets - Schedule of Goodwill by Reportable Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill at December 31, 2015 | $ 1,565,621 |
Changes to goodwill | 60 |
Foreign exchange translation adjustment | (1,495) |
Goodwill at March 31, 2016 | 1,564,186 |
Index [Member] | |
Goodwill [Line Items] | |
Goodwill at December 31, 2015 | 1,210,366 |
Foreign exchange translation adjustment | (923) |
Goodwill at March 31, 2016 | 1,209,443 |
Analytics [Member] | |
Goodwill [Line Items] | |
Goodwill at December 31, 2015 | 302,551 |
Changes to goodwill | 60 |
Goodwill at March 31, 2016 | 302,611 |
All Other [Member] | |
Goodwill [Line Items] | |
Goodwill at December 31, 2015 | 52,704 |
Foreign exchange translation adjustment | (572) |
Goodwill at March 31, 2016 | $ 52,132 |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 11,840 | $ 11,702 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets - Schedule of Gross Carrying and Accumulated Amortization Amounts Related to Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 810,920 | $ 810,002 |
Accumulated amortization | (430,060) | (418,512) |
Net carrying value | 380,860 | 391,490 |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 361,746 | 361,746 |
Accumulated amortization | (149,386) | (143,325) |
Net carrying value | 212,360 | 218,421 |
Trademarks/Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 223,382 | 223,382 |
Accumulated amortization | (96,354) | (93,476) |
Net carrying value | 127,028 | 129,906 |
Technology/Software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 202,203 | 199,889 |
Accumulated amortization | (177,462) | (175,209) |
Net carrying value | 24,741 | 24,680 |
Proprietary Data [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 28,627 | 28,627 |
Accumulated amortization | (7,193) | (6,698) |
Net carrying value | 21,434 | 21,929 |
Covenant Not to Compete [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 1,225 | 1,225 |
Accumulated amortization | (818) | (665) |
Net carrying value | 407 | 560 |
Subtotal [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 817,183 | 814,869 |
Accumulated amortization | (431,213) | (419,373) |
Net carrying value | 385,970 | 395,496 |
Foreign Exchange Translation Adjustment [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | (6,263) | (4,867) |
Accumulated amortization | 1,153 | 861 |
Net carrying value | $ (5,110) | $ (4,006) |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets - Estimated Amortization Expense for Remainder of 2016 and Succeeding Years (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder 2,016 | $ 36,107 | |
2,017 | 43,493 | |
2,018 | 40,269 | |
2,019 | 38,227 | |
2,020 | 36,422 | |
Thereafter | 186,342 | |
Net carrying value | $ 380,860 | $ 391,490 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 13, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Nov. 20, 2014 |
Schedule Of Commitments And Contingencies [Line Items] | |||||
Annual rent expense | $ 6,100,000 | $ 6,800,000 | |||
Long-term debt | 1,579,960,000 | $ 1,579,404,000 | |||
Net of deferred financing fees | 20,000,000 | 20,600,000 | |||
Unamortized deferred financing fees | 22,200,000 | ||||
Amortized deferred financing fees | 709,000 | $ 446,000 | |||
Fair market value of debt obligations | 1,671,000,000 | $ 1,638,000,000 | |||
Prepaid and Other Assets [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Unamortized deferred financing fees | 600,000 | ||||
Other Non-Current Assets [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Unamortized deferred financing fees | 1,600,000 | ||||
Long-term Debt [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Unamortized deferred financing fees | $ 20,000,000 | ||||
5.250% Senior Unsecured Notes Due 2024 [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Maturity date | Nov. 20, 2024 | ||||
Redemption description | At any time prior to November 15, 2019, the Company may redeem all or part of the 2024 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 payments attributable to the 2024 Senior Notes are due on May 15 and November 15 of each year. | ||||
Debt instrument, first interest payment date | May 15, 2015 | ||||
5.250% Senior Unsecured Notes Due 2024 [Member] | First Private Placement [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Debt instrument principal amount | $ 800,000,000 | ||||
Debt instrument interest rate | 5.25% | ||||
Term Loan [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Outstanding indebtedness, amount | $ 794,800,000 | ||||
5.75% Senior Notes Due In 2025 [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Maturity date | Aug. 15, 2025 | ||||
Redemption description | At any time prior to August 15, 2020, the Company may redeem all or part of the 2025 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 | 105.75% | ||||
Debt instrument description | Interest payments attributable to the 2025 Senior Notes are due on February 15 and August 15 of each year. | ||||
Debt instrument, first interest payment date | Feb. 16, 2016 | ||||
5.75% Senior Unsecured Notes Due 2025 [Member] | Second Private Placement [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Debt instrument principal amount | $ 800,000,000 | ||||
Debt instrument interest rate | 5.75% | ||||
Net proceeds from borrowing | $ 789,500,000 | ||||
Derivatives not Designated as Hedging Instruments [Member] | Foreign Currency Forwards [Member] | |||||
Schedule Of Commitments And Contingencies [Line Items] | |||||
Foreign currency forwards, notional amount | $ 22,500,000 | ||||
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. |
Commitments and Contingencies34
Commitments and Contingencies - Summary of Fair Values of Derivative Instruments (Detail) - Derivatives not Designated as Hedging Instruments [Member] - Foreign Exchange Contracts [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid and Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 640 | |
Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ (138) | $ (2) |
Commitments and Contingencies35
Commitments and Contingencies - Effect of Financial Derivatives on Statements of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Foreign Exchange Contracts [Member] | Derivatives not Designated as Hedging Instruments [Member] | Other Expense (Income) [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in Income on Derivatives | $ 214 | $ 1,412 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 7 Months Ended | 51 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2016 | Oct. 28, 2015 | Oct. 14, 2015 | Sep. 17, 2014 | Feb. 04, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares repurchases, value | $ 346,715,000 | $ 10,352,000 | ||||||
Common shares received | 4,869,423 | |||||||
Share repurchases and payment of cash dividends returned | $ 1,700,000,000 | |||||||
2014 Repurchase Program [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Repurchase program authorizing the purchase of shares | $ 850,000,000 | $ 300,000,000 | ||||||
Exhausted share repurchase authorization | $ 850,000,000 | |||||||
2015 Repurchase Program [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Repurchase program authorizing the purchase of shares | $ 1,000,000,000 | |||||||
Shares repurchases, value | $ 333,300,000 | |||||||
Common shares received | 4,900,000 | |||||||
Repurchased common shares, average purchase price paid per share | $ 68.45 | |||||||
2014 and 2015 Repurchase Program [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares repurchases, value | $ 670,800,000 | |||||||
Common shares received | 10,700,000 | |||||||
Repurchased common shares, average purchase price paid per share | $ 62.63 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Cash Dividends Declared, Deferred and Distributed Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash dividends declared, Per share | $ 0.22 | $ 0.18 |
Cash dividends declared, Amount | $ 22,046 | $ 20,424 |
Cash dividends distributed, Amount | 21,889 | 20,411 |
Cash Dividends Deferred, Amount | $ 157 | $ 13 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Activity Related to Shares of Common Stock Issued and Repurchased (Detail) | 3 Months Ended |
Mar. 31, 2016shares | |
Common Stock Outstanding [Line Items] | |
Beginning balance | 101,013,148 |
Common stock issued and exercise of stock options | 589,402 |
Shares withheld for tax withholding and exercises | (197,769) |
Shares repurchased under stock repurchase programs | (4,869,423) |
Ending balance | 96,535,358 |
Common Stock Issued [Member] | |
Common Stock Outstanding [Line Items] | |
Beginning balance | 128,200,189 |
Dividend payable/paid | 104 |
Common stock issued and exercise of stock options | 589,402 |
Ending balance | 128,789,695 |
Treasury Stock [Member] | |
Common Stock Outstanding [Line Items] | |
Beginning balance | (27,187,041) |
Dividend payable/paid | (104) |
Shares withheld for tax withholding and exercises | (197,769) |
Shares repurchased under stock repurchase programs | (4,869,423) |
Ending balance | (32,254,337) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Examination [Line Items] | ||
Provision for income taxes | $ 30,410 | $ 28,036 |
Effective tax rate | 33.50% | 36.10% |
Significant change in unrecognized tax benefits, reasonably possible | It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. | |
Significant change in unrecognized tax benefits, not possible | 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. | |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,004 | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,015 | |
State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | Minimum [Member] | Morgan Stanley [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,007 | |
State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | Maximum [Member] | Morgan Stanley [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,008 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Minimum [Member] | Morgan Stanley [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,006 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Maximum [Member] | Morgan Stanley [Member] | ||
Income Tax Examination [Line Items] | ||
Tax years under examination | 2,008 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segment Information - Operating
Segment Information - Operating Revenue by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total | $ 278,828 | $ 262,769 |
Index [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total | 144,613 | 133,554 |
Analytics [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total | 110,263 | 106,845 |
All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total | $ 23,952 | $ 22,370 |
Segment Information - Segment P
Segment Information - Segment Profitability and Reconciliation to Net Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 133,149 | $ 107,651 |
Amortization of intangible assets | 11,840 | 11,702 |
Depreciation and amortization of property, equipment and leasehold improvements | 8,168 | 7,207 |
Operating income | 113,141 | 88,742 |
Other expense (income), net | 22,364 | 11,082 |
Provision for income taxes | 30,410 | 28,036 |
Income from continuing operations | 60,367 | 49,624 |
Income (loss) from discontinued operations, net of income taxes | (5,797) | |
Net income | 60,367 | 43,827 |
Index [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 100,049 | 93,053 |
Analytics [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 30,360 | 14,080 |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 2,740 | $ 518 |
Segment Information - Revenue b
Segment Information - Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | $ 278,828 | $ 262,769 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 137,645 | 125,616 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 10,582 | 9,855 |
Total Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 148,227 | 135,471 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 42,610 | 40,241 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 53,439 | 54,929 |
Europe, the Middle East and Africa ("EMEA") [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 96,049 | 95,170 |
Japan [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 12,640 | 11,602 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | 21,912 | 20,526 |
Total Asia & Australia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating revenues | $ 34,552 | $ 32,128 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 2,041,053 | $ 2,056,037 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,905,066 | 1,916,689 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,171 | 2,279 |
Total Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,907,237 | 1,918,968 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 106,851 | 110,261 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 17,564 | 16,849 |
Total EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 124,415 | 127,110 |
Japan [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 540 | 570 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 8,861 | 9,389 |
Total Asia & Australia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 9,401 | $ 9,959 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Apr. 27, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Subsequent Event [Line Items] | |||
Quarterly dividend declared | $ 0.22 | $ 0.18 | |
Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Quarterly dividend declared | $ 0.22 | ||
Quarterly dividend declared date | Apr. 27, 2016 | ||
Quarterly dividend payable date | May 27, 2016 | ||
Quarterly dividend record date | May 13, 2016 |