Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
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Business. Gartner, Inc. is a global information technology research and advisory company founded in 1979 with its headquarters in Stamford, Connecticut. Gartner delivers its principal products and services through three business segments: Research, Consulting, and Events. When used in these notes, the terms “Gartner,” “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries. |
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Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for financial information and with the applicable instructions of U.S. Securities & Exchange Commission (“SEC”) Regulation S-X. The fiscal year of Gartner represents the twelve-month period from January 1 through December 31. All references to 2013, 2012, and 2011 herein refer to the fiscal year unless otherwise indicated. |
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Principles of consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. |
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Use of estimates. The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense, performance-based compensation charges, depreciation and amortization, and the allowance for losses. Management believes its use of estimates in the accompanying consolidated financial statements to be reasonable. |
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Management continuously evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between our estimates and actual results could be material and would be reflected in the Company’s consolidated financial statements in future periods. |
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Acquisitions. The Company accounts for acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the consideration paid to be allocated to the net assets and liabilities acquired based on their estimated fair values as of the acquisition date, and any excess of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, must be allocated to goodwill. Under the acquisition method, the operating results of acquired companies are included in the Company's consolidated financial statements beginning on the date of acquisition. |
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In 2012 the Company acquired 100% of the outstanding shares of Ideas International Limited (“Ideas International”), a publicly-owned Australian corporation for aggregate cash consideration of $18.8 million. The operating results of Ideas International were not material to the Company’s 2012 results. The Company recorded $7.5 million of goodwill and $8.5 million of amortizable intangible assets as a result of the acquisition. The Company also recorded $0.3 million and $2.4 million of pre-tax charges in 2013 and 2012, respectively, related to the acquisition, which are classified in Acquisition and integration charges in the Consolidated Statements of Operations. |
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Revenues. Revenue is recognized in accordance with U.S. GAAP and SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”), and SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”). Revenues are only recognized once all required criteria for recognition have been met. The accompanying Consolidated Statements of Operations presents revenues net of any sales or value-added taxes that we collect from customers and remit to government authorities. |
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The Company’s revenues by significant source are as follows: |
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Research |
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Research revenues are derived from annual subscription contracts for research products. These revenues are deferred and recognized ratably over the applicable contract term. The Company typically enters into annually renewable subscription contracts for research products. Reprint fees are recognized when the reprint is shipped. |
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The majority of research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Research contracts are non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which historically have not produced material cancellations. It is our policy to record the entire amount of the contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue, since the contract represents a legally enforceable claim. |
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Consulting |
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Consulting revenues, primarily derived from consulting, measurement and strategic advisory services (paid one-day analyst engagements), are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee engagements are recognized on a proportional performance basis, while revenues from time and material engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment. Unbilled fees receivable associated with consulting engagements were $37.0 million at December 31, 2013 and $34.0 million at December 31, 2012. |
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Events |
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Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition. In addition, the Company defers certain costs directly related to events and expenses these costs in the period during which the related symposium, conference or exhibition occurs. The Company policy is to defer only those costs, primarily prepaid site and production services costs, which are incremental and are directly attributable to a specific event. Other costs of organizing and producing our events, primarily Company personnel and non-event specific expenses, are expensed in the period incurred. At the end of each fiscal quarter, the Company assesses on an event-by-event basis whether expected direct costs of producing a scheduled event will exceed expected revenues. If such costs are expected to exceed revenues, the Company records the expected loss in the period determined. |
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Allowance for losses. The Company maintains an allowance for losses which is composed of a bad debt allowance and a sales reserve. Provisions are charged against earnings, either as a reduction in revenues or as an increase to expense. The amount of the allowance for losses is based on historical loss experience, aging of outstanding receivables, our assessment of current economic conditions and the financial health of specific clients. |
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Cost of services and product development (“COS”). COS expense includes the direct costs incurred in the creation and delivery of our products and services. |
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Selling, general and administrative (“SG&A”). SG&A expense includes direct and indirect selling costs, general and administrative costs, and charges against earnings related to uncollectible accounts. |
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Commission expense. The Company records commission obligations upon the signing of customer contracts and amortizes the deferred obligation as commission expense over the period in which the related revenues are earned. Commission expense is included in SG&A in the Consolidated Statements of Operations. |
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Stock-based compensation expense. The Company accounts for stock-based compensation in accordance with FASB ASC Topics 505 and 718, as interpreted by SEC Staff Accounting Bulletins No. 107 (“SAB No. 107”) and No. 110 (“SAB No. 110”). Stock-based compensation cost is based on the fair value of the award on the date of grant, which is expensed over the related service period, net of estimated forfeitures. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. During 2013, 2012 and 2011, the Company recognized $34.7 million, $36.4 million, and $32.9 million, respectively, of stock-based compensation expense, a portion of which is recorded in both COS and SG&A in the Consolidated Statements of Operations (see Note 8 — Stock-Based Compensation for additional information). |
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Income tax expense. We estimate our income taxes in each of the jurisdictions where we operate. This process involves estimating our current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We record a valuation allowance to reduce our deferred tax assets when future realization is in question. We consider the availability of loss carryforwards, existing deferred tax liabilities, future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event we determine that we are able to realize our deferred tax assets in the future in excess of the net recorded amount, an adjustment is made to reduce the valuation allowance and increase income in the period such determination is made. Likewise, if we determine that we will not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the valuation allowance is charged against income in the period such determination is made. |
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Cash and cash equivalents. Includes cash and all highly liquid investments with original maturities of three months or less, which are considered cash equivalents. The carrying value of cash equivalents approximates fair value due to their short-term maturity. Investments with maturities of more than three months are classified as marketable securities. Interest earned is classified in Interest income in the Consolidated Statements of Operations. |
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Property, equipment and leasehold improvements. The Company leases all of its facilities and certain equipment. These leases are all classified as operating leases in accordance with FASB ASC Topic 840. The cost of these operating leases, including any contractual rent increases, rent concessions, and landlord incentives, are recognized ratably over the life of the related lease agreement. Lease expense was $30.8 million, $30.3 million, and $26.2 million in 2013, 2012, and 2011, respectively. |
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Equipment, leasehold improvements, and other fixed assets owned by the Company are recorded at cost less accumulated depreciation. Except for leasehold improvements, these fixed assets are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the improvement or the remaining term of the related lease. The Company had total depreciation expense of $29.0 million, $25.4 million, and $25.5 million in 2013, 2012, and 2011, respectively. The Company's total fixed assets, less accumulated depreciation and amortization, consisted of the following (in thousands): |
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| | Useful Life | | December 31, | | | | | | | | | | |
Category | | (Years) | | 2013 | | 2012 | | | | | | | | | | |
Computer equipment and software | | 7-Feb | | $ | 136,640 | | | $ | 135,167 | | | | | | | | | | | |
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Furniture and equipment | | 8-Mar | | 34,024 | | | 29,907 | | | | | | | | | | | |
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Leasehold improvements | | 15-Feb | | 70,261 | | | 64,346 | | | | | | | | | | | |
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| | | | $ | 240,925 | | | $ | 229,420 | | | | | | | | | | | |
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Less — accumulated depreciation and amortization | | | | (149,166 | ) | | (140,331 | ) | | | | | | | | | | |
Property, equipment, and leasehold improvements, net | | | | $ | 91,759 | | | $ | 89,089 | | | | | | | | | | | |
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The Company incurs costs to develop internal use software used in our operations, and certain of these costs meeting the criteria outlined in FASB ASC Topic 350 are capitalized and amortized over future periods. At December 31, 2013 and 2012, net capitalized development costs for internal use software were $14.1 million and $14.4 million, respectively, which is included in the Computer equipment and software category above. Amortization of capitalized internal software development costs, which is classified in Depreciation in the Consolidated Statements of Operations, totaled $8.2 million, $7.4 million, and $7.8 million during 2013, 2012, and 2011, respectively. |
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Stamford headquarters lease |
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The Company’s corporate headquarters is located in 213,000 square feet of leased office space in three buildings in Stamford, Connecticut. In addition to the Company's executive offices, the facility hosts a number of business and support functions. In 2010 the Company entered into a new lease agreement for this facility which was accounted for as an operating lease arrangement. The total minimum payments the Company is obligated to pay under this lease, including contractual escalation clauses and reduced rents during the renovation period (see below), are being expensed on a straight-line basis over the lease term. |
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Under this lease arrangement, the landlord provided a $25.0 million tenant improvement allowance which was used to renovate the three buildings. The renovation work began in 2011 and was completed in 2013. The Company paid $7.7 million, $17.0 million, and $9.5 million in renovation costs for this project in 2013, 2012, and 2011, respectively, which are recorded as leasehold improvement assets and are being amortized over their useful lives. The paid renovation costs were classified as cash outflows in the Investing activities section of the Company’s Consolidated Statements of Cash Flows. The Company received landlord cash reimbursements for these expenditures of $3.0 million, $13.0 million, and $9.0 million in 2013, 2012, and 2011, respectively, which were recorded as deferred rent and are being amortized as a reduction to rent expense on a straight-line basis over the term of the lease. The landlord cash reimbursements were classified as cash inflows in the Operating activities section of the Company’s Consolidated Statements of Cash Flows. |
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Intangible assets. The Company has amortizable intangible assets which are amortized against earnings using the straight-line method over their expected useful lives. Changes in intangible assets subject to amortization during the two year period ended December 31, 2013 are as follows (in thousands): |
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31-Dec-13 | | Trade | | Customer | | Content | | Software | | Total |
Name | Relationships |
Gross cost, December 31, 2012 | | $ | 6,019 | | | $ | 10,562 | | | $ | 3,447 | | | $ | 2,124 | | | $ | 22,152 | |
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Foreign currency translation impact | | 4 | | | (416 | ) | | 49 | | | 19 | | | (344 | ) |
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Gross cost | | 6,023 | | | 10,146 | | | 3,496 | | | 2,143 | | | 21,808 | |
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Accumulated amortization (1), (2) | | (4,817 | ) | | (8,372 | ) | | (1,388 | ) | | (1,124 | ) | | (15,701 | ) |
Balance, December 31, 2013 | | $ | 1,206 | | | $ | 1,774 | | | $ | 2,108 | | | $ | 1,019 | | | $ | 6,107 | |
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31-Dec-12 | | Trade | | Customer | | Content | | Software | | Total |
Name | Relationships |
Gross cost, December 31, 2011 | | $ | 5,758 | | | $ | 7,210 | | | $ | — | | | $ | — | | | $ | 12,968 | |
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Additions due to acquisition (3) | | 240 | | | 3,170 | | | 3,170 | | | 1,955 | | | 8,535 | |
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Foreign currency translation impact | | 21 | | | 182 | | | 277 | | | 169 | | | 649 | |
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Gross cost | | 6,019 | | | 10,562 | | | 3,447 | | | 2,124 | | | 22,152 | |
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Accumulated amortization (1), (2) | | (3,531 | ) | | (5,896 | ) | | (497 | ) | | (407 | ) | | (10,331 | ) |
Balance, December 31, 2012 | | $ | 2,488 | | | $ | 4,666 | | | $ | 2,950 | | | $ | 1,717 | | | $ | 11,821 | |
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-1 | Intangible assets are amortized against earnings over the following periods: Trade name— 2 to 5 years; Customer relationships—4 years; Content—4 years; Software—3 years. | | | | | | | | | | | | | | | | | | | |
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-2 | Aggregate amortization expense related to intangible assets was $5.4 million, $4.4 million, and $6.5 million in 2013, 2012, and 2011, respectively. | | | | | | | | | | | | | | | | | | | |
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-3 | The additions are from the Company's acquisition of Ideas International. See Acquisitions above for additional information. | | | | | | | | | | | | | | | | | | | |
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The estimated future amortization expense by year from amortizable intangibles is as follows (in thousands): |
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2014 | $ | 3,530 | | | | | | | | | | | | | | | | | | |
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2015 | 1,915 | | | | | | | | | | | | | | | | | | |
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2016 | 662 | | | | | | | | | | | | | | | | | | |
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| $ | 6,107 | | | | | | | | | | | | | | | | | | |
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Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the tangible and identifiable intangible net assets acquired. The evaluation of the recoverability of goodwill is performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The annual assessment of the recoverability of recorded goodwill can be based on either a qualitative or qualitative assessment or a combination of the two. Both methods utilize estimates which in turn require judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the resulting estimates are subject to uncertainty. |
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The Company conducted a qualitative assessment of the fair value of its three reporting units as of September 30, 2013 based in part on the demonstrated historical trend of the fair values of the Company’s reporting units substantially exceeding their carrying values and the Company's recent financial performance. Among the factors included in the Company’s qualitative assessment were general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-looking business measurements; and external market assessments. Based on the results of the qualitative assessment, the Company believes the fair values of its reporting units continue to substantially exceed their respective carrying values. |
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The following table presents changes to the carrying amount of goodwill by reporting unit during the two year period ended December 31, 2013 (in thousands): |
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| Research | | Consulting | | Events | | Total | | | | | |
Balance, December 31, 2011 (1) | $ | 366,980 | | | $ | 99,677 | | | $ | 41,893 | | | $ | 508,550 | | | | | | |
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Addition due to acquisition (2) | 7,455 | | | — | | | — | | | 7,455 | | | | | | |
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Foreign currency translation adjustments | 2,790 | | | 672 | | | 39 | | | 3,501 | | | | | | |
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Balance, December 31, 2012 | $ | 377,225 | | | $ | 100,349 | | | $ | 41,932 | | | $ | 519,506 | | | | | | |
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Foreign currency translation adjustments | (657 | ) | | 328 | | | 26 | | | (303 | ) | | | | | |
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Balance, December 31, 2013 | $ | 376,568 | | | $ | 100,677 | | | $ | 41,958 | | | $ | 519,203 | | | | | | |
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-1 | The Company does not have an accumulated goodwill impairment loss. | | | | | | | | | | | | | | | | | | | |
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-2 | The additions are from the Company's acquisition of Ideas International. See Acquisitions above for additional information. | | | | | | | | | | | | | | | | | | | |
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Impairment of long-lived and intangible assets. The Company reviews its long-lived and intangible assets other than goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of the respective asset may not be recoverable. Such evaluation may be based on a number of factors including current and projected operating results and cash flows, changes in management’s strategic direction as well as external economic and market factors. The Company’s policy regarding long-lived assets and intangible assets other than goodwill is to evaluate the recoverability of these assets by determining whether the balance can be recovered through undiscounted future operating cash flows. Should events or circumstances indicate that the carrying value might not be recoverable based on undiscounted future operating cash flows, an impairment loss would be recognized. The amount of impairment, if any, is measured based on the difference between projected discounted future operating cash flows using a discount rate reflecting the Company’s average cost of funds and the carrying value of the asset. The Company did not record any material impairment charges for long-lived and intangible assets during the three year period ended December 31, 2013. |
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Pension obligations. The Company has defined-benefit pension plans in several of its international locations (see Note 13 — Employee Benefits). Benefits earned under these plans are generally based on years of service and level of employee compensation. The Company accounts for defined benefit plans in accordance with the requirements of FASB ASC Topic 715. The Company determines the periodic pension expense and related liabilities for these plans through actuarial assumptions and valuations. The Company recognized $3.8 million, $2.6 million, and $2.7 million of expense for these plans in 2013, 2012, and 2011, respectively. The Company classifies pension expense in SG&A in the Consolidated Statements of Operations. |
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Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets at amortized cost. Accrued interest on amounts borrowed is classified in Interest expense in the Consolidated Statements of Operations. The Company had $205.0 million of debt outstanding at both December 31, 2013 and 2012 (see Note 5—Debt for additional information). |
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Foreign currency exposure. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates for the year. The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive income, net within the Stockholders’ equity section of the Consolidated Balance Sheets. |
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Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations in Other expense, net within the Consolidated Statements of Operations. Net currency transaction losses were $(0.9) million, $(2.3) million, and $(1.3) million in 2013, 2012, and 2011, respectively. The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on these transactions. These contracts generally have a short duration and are recorded at fair value with both realized and unrealized gains and losses recorded in Other expense, net. The net (loss) gain from these contracts was $(0.1) million, $0.6 million, $(1.2) million in 2013, 2012, and 2011, respectively. |
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Comprehensive income. The Company reports comprehensive income in a separate statement termed the Consolidated Statements of Comprehensive Income, which is included herein. The additional required comprehensive income disclosures are included in Note 2 — Comprehensive Income. |
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Fair value disclosures. The Company has a limited number of assets and liabilities that are adjusted to fair value at each balance sheet date. The Company’s fair value disclosures are included in Note 12 — Fair Value Disclosures. |
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Concentrations of credit risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, accounts receivable, interest rate swaps, and a pension reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contract are with investment grade commercial banks that are participants in the Company’s credit facility. Accounts receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion. The Company’s pension reinsurance asset (see Note 13 — Employee Benefits) is maintained with a large international insurance company that was rated investment grade as of December 31, 2013. |
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Stock repurchase programs. The Company records the cost to repurchase its own common shares to treasury stock. During 2013, 2012 and 2011, the Company recorded $196.7 million, $111.3 million, and $212.0 million, respectively, of stock repurchases (see Note 7 — Stockholders’ Equity). Shares repurchased by the Company are added to treasury shares and are not retired. |
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Adoption of new accounting rules. The Company adopted new accounting rules in the year ended December 31, 2013 related to accumulated other comprehensive income (see Note 2 - Comprehensive Income) and balance sheet offsetting of receivables and payables arising from derivative contracts (see Note 11 - Derivatives and Hedging). The adoption of these new rules resulted in additional disclosure only. |
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Recent accounting developments. Accounting rules that have been issued by the FASB that have not yet become effective and that may impact the Company’s consolidated financial statements or related disclosures in future periods are described below: |
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In July 2013, the FASB issued ASU 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" ("ASU 2013-11"). ASU 2013-11 addresses the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should 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. ASU No. 2013-11 is effective for the Company’s fiscal quarter ending March 31, 2014 and impacts balance sheet presentation only. The Company believes the balance sheet impact will not be material. |
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In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU No. 2013-05 provides updated guidance to resolve diversity in practice concerning the release of the cumulative foreign currency translation adjustment into net income when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. When a company ceases to have a controlling financial interest, the company should recognize any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary had resided. Upon a partial sale, the company should release into earnings a pro rata portion of the cumulative translation adjustment. ASU No. 2013-05 is effective for the Company’s fiscal quarter ending March 31, 2014. The guidance in ASU 2013-05 will only impact the Company's financial statements upon the occurrence of a transaction within its scope. |