Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MSCI | ||
Entity Registrant Name | MSCI Inc. | ||
Entity Central Index Key | 1,408,198 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 90,545,374 | ||
Entity Public Float | $ 7,080,925,883 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 791,834 | $ 777,706 |
Accounts receivable (net of allowances of $1,035 and $1,117 at December 31, 2016 and December 31, 2015, respectively) | 221,504 | 208,239 |
Prepaid income taxes | 12,389 | 46,115 |
Prepaid and other assets | 29,943 | 31,211 |
Total current assets | 1,055,670 | 1,063,271 |
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $136,841 and $114,680 at December 31, 2016 and December 31, 2015, respectively) | 95,585 | 98,926 |
Goodwill | 1,555,850 | 1,565,621 |
Intangible assets (net of accumulated amortization of $462,860 and $418,512 at December 31, 2016 and December 31, 2015, respectively) | 347,640 | 391,490 |
Deferred tax assets | 9,531 | 9,180 |
Other non-current assets | 18,302 | 18,499 |
Total assets | 3,082,578 | 3,146,987 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 568 | 2,512 |
Accrued compensation and related benefits | 119,113 | 116,619 |
Other accrued liabilities | 82,531 | 61,433 |
Deferred revenue | 334,358 | 317,552 |
Total current liabilities | 536,570 | 498,116 |
Long-term debt | 2,075,201 | 1,579,404 |
Deferred taxes | 94,067 | 110,937 |
Other non-current liabilities | 59,135 | 57,043 |
Total liabilities | 2,764,973 | 2,245,500 |
Commitments and Contingencies (see Note 4 and Note 8) | ||
Shareholders' equity: | ||
Preferred Stock (par value $0.01, 100,000,000 share authorized, no shares issued) | ||
Common stock (par value $0.01; 750,000,000 common shares authorized; 128,996,344 and 128,200,189 common shares issued and 91,279,590 and 101,013,148 common shares outstanding at December 31, 2016 and December 31, 2015, respectively) | 1,290 | 1,282 |
Treasury shares, at cost (37,716,754 and 27,187,041 common shares held at December 31, 2016 and December 31, 2015, respectively) | (2,170,739) | (1,395,695) |
Additional paid in capital | 1,225,565 | 1,173,183 |
Retained earnings | 1,322,224 | 1,158,462 |
Accumulated other comprehensive loss | (60,735) | (35,745) |
Total shareholders' equity | 317,605 | 901,487 |
Total liabilities and shareholders' equity | $ 3,082,578 | $ 3,146,987 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 1,035 | $ 1,117 |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | 136,841 | 114,680 |
Intangible assets, accumulated amortization | $ 462,860 | $ 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 | 128,996,344 | 128,200,189 |
Common stock, shares outstanding | 91,279,590 | 101,013,148 |
Treasury shares | 37,716,754 | 27,187,041 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||||||||||
Operating revenues | $ 292,812 | $ 288,433 | $ 290,596 | $ 278,828 | $ 272,893 | $ 268,771 | $ 270,580 | $ 262,769 | $ 1,150,669 | $ 1,075,013 | $ 996,680 | |
Operating expenses: | ||||||||||||
Cost of revenues | 63,819 | 62,986 | 62,130 | 63,172 | 64,804 | 65,593 | 67,394 | 69,904 | 252,107 | 267,695 | 276,623 | |
Selling and marketing | 41,609 | 41,514 | 41,854 | 41,689 | 39,809 | 38,809 | 42,028 | 41,648 | 166,666 | 162,294 | 163,839 | |
Research and development | 18,960 | 18,750 | 18,566 | 18,928 | 17,776 | 15,548 | 20,807 | 23,189 | 75,204 | 77,320 | 71,095 | |
General and administrative | 21,467 | 21,859 | 22,019 | 21,890 | 23,590 | 19,960 | 22,080 | 20,377 | 87,235 | 86,007 | 76,369 | |
Amortization of intangible assets | 11,498 | 11,752 | 11,943 | 11,840 | 11,803 | 11,710 | 11,695 | 11,702 | 47,033 | 46,910 | 45,877 | |
Depreciation and amortization of property, equipment and leasehold improvements | 9,447 | 8,312 | 8,393 | 8,168 | 7,568 | 8,049 | 8,065 | 7,207 | 34,320 | 30,889 | 25,711 | |
Total operating expenses | 166,800 | 165,173 | 164,905 | 165,687 | 165,350 | 159,669 | 172,069 | 174,027 | 662,565 | 671,115 | 659,514 | |
Operating income | 126,012 | 123,260 | 125,691 | 113,141 | 107,543 | 109,102 | 98,511 | 88,742 | 488,104 | 403,898 | 337,166 | |
Interest income | (901) | (799) | (585) | (621) | (492) | (285) | (185) | (204) | (2,906) | (1,166) | (851) | |
Interest expense | 29,039 | 26,790 | 22,918 | 22,904 | 22,896 | 17,267 | 11,116 | 11,108 | 101,651 | 62,387 | 31,820 | |
Other expense (income) | 779 | (253) | 2,814 | 81 | (297) | (6,922) | 164 | 178 | 3,421 | (6,877) | (2,141) | |
Other expense (income), net | 28,917 | 25,738 | 25,147 | 22,364 | 22,107 | 10,060 | 11,095 | 11,082 | 102,166 | 54,344 | 28,828 | |
Income from continuing operations before provision for income taxes | 97,095 | 97,522 | 100,544 | 90,777 | 85,436 | 99,042 | 87,416 | 77,660 | 385,938 | 349,554 | 308,338 | |
Provision for income taxes | 28,845 | 32,241 | 33,587 | 30,410 | 25,437 | 34,644 | 31,399 | 28,036 | 125,083 | 119,516 | 109,396 | |
Income from continuing operations | 260,855 | 230,038 | 198,942 | |||||||||
Income (loss) from discontinued operations, net of income taxes | (593) | (5,797) | (6,390) | 85,171 | ||||||||
Net income | $ 68,250 | $ 65,281 | $ 66,957 | $ 60,367 | $ 59,406 | $ 64,398 | $ 56,017 | $ 43,827 | $ 260,855 | $ 223,648 | $ 284,113 | |
Earnings per basic common share: | ||||||||||||
Earnings per basic common share from continuing operations | $ 0.73 | $ 0.69 | $ 0.69 | $ 0.61 | $ 0.59 | $ 0.59 | $ 0.50 | $ 0.44 | $ 2.72 | $ 2.11 | $ 1.72 | |
Earnings per basic common share from discontinued operations | (0.06) | 0.73 | ||||||||||
Earnings per basic common share | 0.73 | 0.69 | 0.69 | 0.61 | 0.58 | 0.59 | 0.50 | 0.39 | 2.72 | 2.05 | 2.45 | |
Earnings per diluted common share: | ||||||||||||
Earnings per diluted common share from continuing operations | 0.73 | 0.68 | 0.69 | 0.60 | 0.58 | 0.59 | 0.50 | 0.44 | 2.70 | 2.09 | 1.70 | |
Earnings per diluted common share from discontinued operations | (0.06) | 0.73 | ||||||||||
Earnings per diluted common share | $ 0.73 | $ 0.68 | $ 0.69 | $ 0.60 | $ 0.57 | $ 0.59 | $ 0.50 | $ 0.39 | $ 2.70 | $ 2.03 | $ 2.43 | |
Weighted average shares outstanding used in computing earnings per share: | ||||||||||||
Basic | 93,327 | 94,823 | 96,412 | 99,425 | 102,837 | 108,773 | 112,143 | 112,520 | 95,986 | 109,124 | 115,737 | |
Diluted | 93,845 | 95,473 | 96,888 | 99,998 | 103,590 | 109,440 | 112,931 | 113,522 | 96,540 | 109,926 | 116,706 | |
Dividend declared per common share | $ 0.28 | $ 0.28 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.18 | $ 0.18 | $ 0.18 | $ 1 | $ 0.80 | $ 0.18 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 260,855 | $ 223,648 | $ 284,113 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (24,871) | (12,253) | (18,053) |
Income tax effect | (714) | 135 | (132) |
Foreign currency translation adjustments, net | (25,585) | (12,118) | (18,185) |
Pension and other post-retirement adjustments | 660 | 1,872 | (8,299) |
Income tax effect | (65) | (528) | 2,163 |
Pension and other post-retirement adjustments, net | 595 | 1,344 | (6,136) |
Other comprehensive (loss) income, net of tax | (24,990) | (10,774) | (24,321) |
Comprehensive income | $ 235,865 | $ 212,874 | $ 259,792 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2013 | $ 1,564,347 | $ 1,256 | $ (268,391) | $ 1,073,157 | $ 758,975 | $ (650) |
Net income | 284,113 | 284,113 | ||||
Dividends | (20,397) | (4) | (20,393) | |||
Other comprehensive income (loss), net of tax | (24,321) | (24,321) | ||||
Common stock issued | 5 | 5 | ||||
Compensation payable in common stock and options | 26,553 | 26,553 | ||||
Common stock repurchased and held in treasury | (409,651) | (319,651) | (90,000) | |||
Common stock issued to directors and held in treasury | (332) | (332) | ||||
Exercise of stock options | 9,681 | 5 | 9,676 | |||
Excess tax benefits from employee stock incentive plans | 2,835 | 2,835 | ||||
Balance at Dec. 31, 2014 | 1,432,833 | 1,266 | (588,378) | 1,022,221 | 1,022,695 | (24,971) |
Net income | 223,648 | 223,648 | ||||
Dividends | (87,852) | 29 | (87,881) | |||
Other comprehensive income (loss), net of tax | (10,774) | (10,774) | ||||
Common stock issued | 6 | 6 | ||||
Compensation payable in common stock and options | 25,963 | 25,963 | ||||
Common stock repurchased and held in treasury | (716,782) | (806,782) | 90,000 | |||
Common stock issued to directors and held in treasury | (506) | (535) | 29 | |||
Exercise of stock options | 19,698 | 10 | 19,688 | |||
Excess tax benefits from employee stock incentive plans | 15,253 | 15,253 | ||||
Balance at Dec. 31, 2015 | 901,487 | 1,282 | (1,395,695) | 1,173,183 | 1,158,462 | (35,745) |
Net income | 260,855 | 260,855 | ||||
Dividends | (97,059) | 34 | (97,093) | |||
Other comprehensive income (loss), net of tax | (24,990) | (24,990) | ||||
Common stock issued | 5 | 5 | ||||
Compensation payable in common stock and options | 39,648 | 39,648 | ||||
Common stock repurchased and held in treasury | (774,565) | (774,565) | ||||
Common stock issued to directors and held in treasury | (441) | (479) | 38 | |||
Exercise of stock options | 5,040 | 3 | 5,037 | |||
Excess tax benefits from employee stock incentive plans | 7,625 | 7,625 | ||||
Balance at Dec. 31, 2016 | $ 317,605 | $ 1,290 | $ (2,170,739) | $ 1,225,565 | $ 1,322,224 | $ (60,735) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities | |||
Net income | $ 260,855 | $ 223,648 | $ 284,113 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of intangible assets | 47,033 | 46,910 | 48,617 |
Stock-based compensation expense | 32,001 | 28,558 | 26,585 |
Depreciation and amortization of property, equipment and leasehold improvements | 34,320 | 30,889 | 25,930 |
Amortization of debt origination fees | 3,068 | 2,135 | 7,748 |
Deferred taxes | (16,967) | (10,288) | (4,960) |
Amortization of discount on long-term debt | 2,218 | ||
Excess tax benefits from share-based compensation | (7,625) | (15,253) | (2,835) |
Gain on disposition | (449) | (84,620) | |
Other non-cash adjustments | 1,192 | (2,067) | 1,847 |
Changes in assets and liabilities, net of the effect of acquisitions and dispositions: | |||
Accounts receivable | (18,494) | (30,900) | (26,821) |
Prepaid income taxes | 41,332 | (1,972) | (14,998) |
Prepaid and other assets | 624 | (1,217) | (9,857) |
Accounts payable | (1,912) | (298) | 2,128 |
Accrued compensation and related benefits | 13,089 | 5,087 | 88 |
Other accrued liabilities | 19,741 | 17,165 | 8,428 |
Deferred revenue | 21,809 | 8,047 | 42,263 |
Other | 5,121 | 5,550 | (201) |
Net cash provided by operating activities | 434,738 | 305,994 | 305,673 |
Cash flows from investing activities | |||
Proceeds from sales of investments | 6,736 | ||
Disposition, net of cash provided | 657 | 362,811 | |
Proceeds from the sale of capital equipment | 55 | 22 | |
Capital expenditures | (32,284) | (40,652) | (42,659) |
Capitalized software development costs | (10,344) | (8,500) | (8,216) |
Acquisitions, net of cash acquired | (60) | (6,500) | (14,921) |
Net cash used in investing activities | (42,031) | (48,861) | 297,037 |
Cash flows from financing activities | |||
Proceeds from borrowing | 500,000 | 800,000 | 800,000 |
Excess tax benefits from share-based compensation | 7,625 | 15,253 | 2,835 |
Proceeds from exercise of stock options | 5,040 | 3,631 | 9,681 |
Repayment of long-term debt | (810,000) | ||
Repurchase of treasury shares | (774,565) | (700,715) | (409,651) |
Payment of dividends | (96,191) | (87,743) | (20,393) |
Payment of debt issuance costs in connection with debt | (7,183) | (10,477) | (14,800) |
Net cash (used in) provided by financing activities | (365,274) | 19,949 | (442,328) |
Effect of exchange rate changes | (13,305) | (8,175) | (10,017) |
Net increase in cash | 14,128 | 268,907 | 150,365 |
Cash and cash equivalents, beginning of period | 777,706 | 508,799 | 358,434 |
Cash and cash equivalents, end of period | 791,834 | 777,706 | 508,799 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 89,139 | 42,110 | 17,233 |
Cash paid for income taxes | 97,845 | 129,534 | 120,419 |
Supplemental disclosure of non-cash investing activities | |||
Property, equipment and leasehold improvements in other accrued liabilities | 4,422 | 3,644 | $ 6,731 |
Supplemental disclosure of non-cash financing activities | |||
Cash dividends declared, but not yet paid | $ 830 | $ 84 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | 1. INTRODUCTION AND BASIS OF PRESENTATION Organization MSCI Inc., together with its wholly-owned subsidiaries (the “Company” or “MSCI”), offers products and services to support the needs of institutional investors throughout their investment processes. The Company’s products and services include the development and production of indexes and analytical models; the provision of ratings and analysis that identify environmental, social and governance risks and opportunities and the analysis of real estate in both privately and publicly owned portfolios. On March 17, 2014, MSCI Inc. entered into a definitive agreement to sell Institutional Shareholder Services Inc. (“ISS”). As a result, the Company reported the operating results of ISS in “Income (loss) from discontinued operations, net of income taxes” in the Consolidated Statements of Income for the years ended December 31, 2015 and 2014. Unless otherwise indicated, the disclosures accompanying these consolidated financial statements reflect the Company’s continuing operations. The Company completed the sale of ISS on April 30, 2014. See Note 12, “Dispositions and Discontinued Operations,” for further details. Basis of Presentation The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, of which the Company has none, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “ Consolidations.” The Company’s operating expenses are grouped and presented in the following activity categories: cost of revenues, selling and marketing, research and development and general and administrative. Costs are assigned to these activity categories based on the nature of the expense, or, when not directly attributable, an estimate is allocated based on the type of effort involved. Cost of revenues consists of costs related to the production and servicing of the Company’s products and services and primarily include information technology costs associated with the production and delivery of its products and services, including data center, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support, maintain and rebalance existing products; costs of product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs. Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales force and marketing teams as well as costs incurred in other groups associated with acquiring new business, including product management, research, technology and sales operations. Research and development expenses consist of costs to develop new or enhance existing products and the costs to develop new or improved technology and service platforms for the delivery of our products and services and primarily includes the costs of application development, research, product management, project management and the technology support associated with supporting these efforts. General and administrative expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service. Significant Accounting Policies Basis of Financial Statements and Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation. Revenue Recognition The Company applies SEC Staff Accounting Bulletin No. 104 (“SAB 104”), “ Revenue Recognition, • the Company has persuasive evidence of a legally binding arrangement, • delivery has occurred, • client fee is deemed fixed or determinable, and • collection is reasonably assured. When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “ Revenue Arrangements with Multiple Deliverables. • the delivered items have value to the client on a standalone basis, which means they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and • if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. The Company has signed contracts or agreements with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. The Company’s subscription agreements for hosted services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly, based on the Company’s best estimated sales price. In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance, prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with implementation services are recognized ratably over the useful life of those services from the date the application is put into production. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with the Company’s real estate operating segment, are primarily recognized upon delivery of such reports or data updates. The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “ Software-Revenue Recognition.” Software Revenue Recognition, Share-Based Compensation Certain of the Company’s employees have received share-based compensation under various compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “ Compensation—Stock Compensation. The fair value of MSCI restricted stock units (“RSUs”) is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. The fair value of PSUs is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units that are subject to the achievement of multi-year total shareholder return targets (“MSUs”) are performance awards with a market condition. The fair value of MSUs is determined using a Monte Carlo simulation model that creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model. The Company recognizes the expense for an award granted to an employee who is not retirement-eligible utilizing the graded vesting method over the requisite service period. For all awards, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered and, for PSUs, the performance targets expected to be achieved is also considered. If the estimated number of units or the number of units ultimately delivered changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. Because the probability of actual shares expected to be earned is reflected in the fair value of MSUs on the grant date, the expense to be recognized for these awards is not adjusted to reflect the actual shares earned. Based on interpretive guidance related to share-based compensation, the Company’s policy is to accrue the estimated cost of share-based awards that are granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the awards granted to retirement-eligible employees consisted of PSUs. For those PSUs, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered. If the estimated number of units expected to convert changes from previous estimates based on the performance targets expected to be achieved, the cumulative effect of a change is recognized in compensation cost in the period of the change. Research and Development The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “ Research and Development The Company applies the provisions of ASC Subtopic 350-40, “ Internal Use Software For the year ended December 31, 2016, the Company capitalized $10.3 million of costs related to software developed for internal use in the Consolidated Statement of Financial Condition for the year ended December 31, 2016. For the year ended December 31, 2015, the Company capitalized $8.6 million of costs related to software developed for internal use and reversed $3.4 million of previously capitalized costs associated with the termination of a technology project in the Analytics segment. As a result, $5.2 million was the net amount capitalized in the Consolidated Statement of Financial Condition for the year ended December 31, 2015. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. Income Taxes Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The Company recognizes interest and penalties related to income tax matters within “Provision for income taxes” in the Consolidated Statement of Income. The Company regularly evaluates the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company has recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. Deferred Revenue Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized ratably over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. Goodwill Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Subtopic 350-10, “ Intangibles—Goodwill and Other The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of the Company’s reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2016, 2015 and 2014. Intangible Assets The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also reviews the useful lives on a quarterly basis to determine if the period of economic benefit has changed. If the carrying value of an intangible asset exceeds its fair value an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value. The Company has not identified a triggering event during any of the periods presented and as such has not recorded any impairment charges . The Company had no indefinite-lived intangibles. Foreign Currency Translation Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income)” on the Consolidated Statement of Income. Derivative Instruments The Company applies ASC Subtopic 815-10, “ Derivatives and Hedging, For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with assets and liabilities that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income in the period in which they are realized. Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. Treasury Stock The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. In accordance with ASC Subtopic 505-10, “ Equity Allowance for Doubtful Accounts The Company primarily licenses its products and services to institutional investors mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company periodically reviews receivable balances and maintains an allowance on customer accounts where estimated losses may result from the inability of its customers to make required payments. The Company does not require collateral. An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2013 to December 31, 2016 were as follows: Amount (in Balance as of December 31, 2013 $ 1,280 Addition to provision 452 Amounts written off, net of recoveries (875 ) Balance as of December 31, 2014 $ 857 Addition to provision 940 Amounts written off, net of recoveries (680 ) Balance as of December 31, 2015 $ 1,117 Addition to provision 1,011 Amounts written off, net of recoveries (1,093 ) Balance as of December 31, 2016 $ 1,035 Accrued Compensation The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end, the Company determines the amount of discretionary cash bonus expense. These estimates reflect an assessment of performance versus targets and other key performance indicators at the Company, segment and employee level. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly. Concentrations For the year ended December 31, 2016, no single customer accounted for 10.0% or more of the Company’s consolidated operating revenues. For the years ended December 31, 2015 and 2014, BlackRock, Inc. accounted for 10.3% and 10.6%, respectively, of the Company’s consolidated operating revenues. For the years ended December 31, 2016, 2015 and 2014, BlackRock, Inc. accounted for 17.3%, 19.2% and 20.1%, respectively, of the Index segment’s operating revenues. No single customer accounted for 10.0% or more of revenues within the Analytics and All Other segments for the years ended December 31, 2016, 2015 and 2014. |
Recent Accounting Standards Upd
Recent Accounting Standards Updates | 12 Months Ended |
Dec. 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 (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Deferral of the Effective Date,” In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net).” “Identifying Performance Obligations and Licensing.” “Narrow-Scope Improvements and Practical Expedients.” Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “ Presentation of Financial Statements: Going Concern (Subtopic 205-40), provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. The adoption of this guidance did not impact the Company’s consolidated financial statements. 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. 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 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 398, 3,778 and 78,260, anti-dilutive securities excluded from the calculation of diluted EPS for the years ended December 31, 2016, 2015 and 2014, respectively, because of their anti-dilutive effect. The Company computes EPS using the two-class method and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the computation of basic and diluted EPS: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands, except per share data) Income from continuing operations, net of income taxes $ 260,855 $ 230,038 $ 198,942 Income (loss) from discontinued operations, net of income taxes — (6,390 ) 85,171 Net income $ 260,855 $ 223,648 $ 284,113 Less: Allocations of earnings to unvested restricted stock units (1) — — $ (368 ) Earnings available to MSCI common shareholders $ 260,855 $ 223,648 $ 283,745 Basic weighted average common shares outstanding 95,986 109,124 115,737 Effect of dilutive securities: Stock options and restricted stock units 554 802 969 Diluted weighted average common shares outstanding 96,540 109,926 116,706 Earnings per basic common share from continuing operations $ 2.72 $ 2.11 $ 1.72 Earnings per basic common share from discontinued operations — (0.06 ) 0.73 Earnings per basic common share $ 2.72 $ 2.05 $ 2.45 Earnings per diluted common share from continuing operations $ 2.70 $ 2.09 $ 1.70 Earnings per diluted common share from discontinued operations — (0.06 ) 0.73 Earnings per diluted common share $ 2.70 $ 2.03 $ 2.43 (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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. COMMITMENTS AND CONTINGENCIES Legal matters. From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material effect on its business, operating results, financial condition or cash flows. Leases. The Company leases facilities under non-cancelable operating lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on the straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $24.2 million, $26.5 million and $27.0 million, respectively. Future minimum commitments for the Company’s operating leases in place as of December 31, 2016 are as follows: Years Ending December 31, Amount (in 2017 $ 27,869 2018 27,429 2019 22,559 2020 19,237 2021 17,413 Thereafter 131,815 Total $ 246,322 Senior Notes. The Company has issued an aggregate of $2.1 billion in senior unsecured notes (collectively, the “Senior Notes”) in the three discrete private offerings described below. On November 20, 2014, the Company completed its private offering of $800.0 million aggregate principal amount of 5.25% senior unsecured notes due 2024 (the “2024 Senior Notes”). The Company used the net proceeds from the offering of the 2024 Senior Notes, together with cash on hand, to repay in full its then outstanding term loan indebtedness of $794.8 million. On August 13, 2015, the Company completed its 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. On August 4, 2016, the Company completed its private offering of $500.0 million aggregate principal amount of 4.75% senior unsecured notes due 2026 (the “2026 Senior Notes”). The $493.3 million of net proceeds from the offering of the 2026 Senior Notes were allocated for general corporate purposes, including, without limitation, buybacks of its common stock and potential acquisitions. The 2024 Senior Notes are scheduled to mature and be paid in full on November 15, 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 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. The 2026 Senior Notes are scheduled to mature and be paid in full on August 1, 2026. At any time prior to August 1, 2021, the Company may redeem all or part of the 2026 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 2026 Senior Notes, together with accrued and unpaid interest, on or after August 1, 2021, at redemption prices set forth in the indenture governing the 2026 Senior Notes. At any time prior to August 1, 2019, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2026 Senior Notes, including any permitted additional notes, at a redemption price equal to 104.75% 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. Interest payments attributable to the 2026 Senior Notes are due on February 1 and August 1 of each year. The first interest payment was made on February 1, 2017. Revolver. On November 20, 2014, the Company entered into a $200.0 million senior unsecured revolving credit agreement (the “2014 Revolving Credit Agreement”) with a syndicate of banks. The 2014 Revolving Credit Agreement had an initial term of five years with an option to extend for two additional one-year terms. On August 4, 2016, the Company entered into Amendment No. 1 (the “Amendment”) to the 2014 Revolving Credit Agreement (the 2014 Revolving Credit Agreement as so amended, the “Revolving Credit Agreement”). The Amendment, among other things, (i) increased aggregate commitments available to be borrowed to $220.0 million, (ii) increased the maximum consolidated leverage ratio and (iii) extended the initial term to August 2021 with an option to extended for an additional one-year term. At December 31, 2016, the Revolving Credit Agreement was undrawn. Long-term debt at December 31, 2016 was $2,075.2 million, net of $24.8 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 closings of the Senior Notes offerings and entering into the 2014 Revolving Credit Agreement and the Amendment, the Company paid certain fees which, together with the existing fees related to prior credit facilities, are being amortized over the related lives. At December 31, 2016, $27.1 million of the deferred financing fees remain unamortized, $0.5 million of which is included in “Prepaid and other assets,” $1.8 million of which is included in “Other non-current assets” and $24.8 million of which is grouped and presented as part of “Long-term debt” on the Consolidated Statement of Financial Condition. During the years ended December 31, 2016, 2015 and 2014, the Company amortized $3.1 million, $2.1 million, and $7.7 million of deferred financing fees in interest expense, respectively. There was no unamortized debt discount outstanding as of December 31, 2016, 2015 and 2014. Approximately $2.2 million of debt discount was amortized in interest expense during the year ended December 31, 2014. At December 31, 2016 and 2015, the fair market value of the Company’s debt obligations was $2,192.5 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. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company had previously entered into derivative financial instruments to manage exposures that arose from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, and may do so again in the future. The Company’s derivative financial instruments were used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. For the year ended December 31, 2016, the Company was not party to any interest rate swaps. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency, the U.S. dollar. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. Non-designated Hedges of Foreign Exchange Risk. Derivatives not designated as hedges are not speculative and are used to manage the Company’s economic exposure to foreign exchange rate movements but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2016, the Company had outstanding foreign currency forwards with a notional amount of $25.5 million that were not designated as hedges in qualifying hedging relationships. The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition: As of Consolidated Statements of December 31, December 31, (in thousands) Financial Condition Location 2016 2015 Non-designated hedging instruments: Asset derivatives: Foreign exchange contracts Prepaid and other assets $ 27 $ 640 Liability derivatives: Foreign exchange contracts Other accrued liabilities $ (124 ) $ (2 ) The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income: Amount of Gain or (Loss) Recognized in Income on Derivatives for the Derivatives Not Designated as Location of Gain or Years Ended Hedging Instruments (Loss) Recognized December 31, December 31, December 31, (in thousands) in Income on Derivatives 2016 2015 2014 Foreign exchange contracts Other expense (income) $ 1,566 $ 366 $ (834 ) Gain on sale of investment During the year ended December 31, 2015, MSCI sold an investment accounted for under the cost method and recognized a $6.3 million gain which is included within the “Other expense (income), net” in the Consolidated Statements of Income. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Equipment and Leasehold Improvements | 5. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements at December 31, 2016 and 2015 consisted of the following: As of Estimated December 31, December 31, Useful 2016 2015 (in thousands) Computer & related equipment 2 $ 162,306 $ 143,499 Furniture & fixtures 7 years 9,724 9,870 Leasehold improvements 1 to 21 years 49,442 47,579 Work-in-process — 10,954 12,658 Subtotal 232,426 213,606 Accumulated depreciation and amortization (136,841 ) (114,680 ) Property, equipment and leasehold improvements, net $ 95,585 $ 98,926 Depreciation and amortization expense of property, equipment and leasehold improvements was $34.3 million, $30.9 million and $25.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill. The change to the Company’s goodwill was as follows: (in thousands) Index Analytics All Other Total Goodwill at December 31, 2014 (1) $ 1,564,904 Changes to goodwill 4,202 (2) Foreign exchange translation adjustment (3,485 ) Goodwill at December 31, 2015 $ 1,208,454 $ 302,551 $ 54,616 $ 1,565,621 Changes to goodwill — 60 (3) (110 ) (4) (50 ) Foreign exchange translation adjustment (6,006 ) — (3,715 ) (9,721 ) Goodwill at December 31, 2016 $ 1,202,448 $ 302,611 $ 50,791 $ 1,555,850 (1) The Company changed its reportable segments during the year ended December 31, 2015. Simultaneously, segment reporting and goodwill reporting units were updated in connection with the change. The Company reallocated its goodwill to its reporting units using a relative fair value allocation approach. (2) Reflects the addition of $4.2 million of goodwill associated with the acquisition of Insignis, Inc. (“Insignis”) See Note 11, “Acquisitions,” for additional information. (3) Reflects the final working capital adjustment payment made during the year ended December 31, 2016 to complete the acquisition of Insignis. (4) Reflects the value disposed in the sale of the Real Estate occupiers business. Through the year ended December 31, 2016, the Company has never recognized an impairment of goodwill on its consolidated financial statements. Intangible Assets. Amortization expense related to intangible assets for the years ended December 31, 2016, 2015 and 2014, was $47.0 million, $46.9 million and $45.9 million, respectively. The gross carrying and accumulated amortization amounts related to the Company’s identifiable intangible assets were as follows: As of Estimated December 31, December 31, Useful Lives 2016 2015 (in thousands) Gross intangible assets: Customer relationships 5 to 21 years $ 361,199 $ 361,746 Trademarks/trade names 5 to 21.5 years 223,382 223,382 Technology/software 3 to 8.5 years 210,013 199,889 Proprietary data 13 years 28,627 28,627 Covenant not to compete 2 years 1,225 1,225 Subtotal 824,446 814,869 Foreign exchange translation adjustment (13,946 ) (4,867 ) Total gross intangible assets $ 810,500 $ 810,002 Accumulated amortization: Customer relationships $ (166,923 ) $ (143,325 ) Trademarks/trade names (105,077 ) (93,476 ) Technology/software (184,290 ) (175,209 ) Proprietary data (8,571 ) (6,698 ) Covenant not to compete (1,089 ) (665 ) Subtotal (465,950 ) (419,373 ) Foreign exchange translation adjustment 3,090 861 Total accumulated amortization $ (462,860 ) $ (418,512 ) Net intangible assets: Customer relationships $ 194,276 $ 218,421 Trademarks/trade names 118,305 129,906 Technology/software 25,723 24,680 Proprietary data 20,056 21,929 Covenant not to compete 136 560 Subtotal 358,496 395,496 Foreign exchange translation adjustment (10,856 ) (4,006 ) Total net intangible assets $ 347,640 $ 391,490 Estimated amortization expense for succeeding years is presented below: Years Ending December 31, Amortization Expense (in thousands) 2017 $ 44,123 2018 41,562 2019 39,594 2020 37,196 2021 35,846 Thereafter 149,319 Total $ 347,640 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 7. EMPLOYEE BENEFITS The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. For the years ended December 31, 2016, 2015 and 2014, costs relating to 401(k), pension and post-retirement benefit expenses were $21.6 million, $23.1 million and $22.2 million, respectively. Amounts included in cost of revenues for the years ended December 31, 2016, 2015 and 2014 were $9.5 million, $10.7 million and $9.9 million, respectively. Amounts included in selling and marketing for the years ended December 31, 2016, 2015 and 2014 were $6.7 million, $6.8 million and $7.2 million, respectively. Amounts included in research and development for the years ended December 31, 2016, 2015 and 2014 were $4.0 million, $4.0 million and $3.7 million, respectively. Amounts included in general and administrative for the years ended December 31, 2016, 2015 and 2014 were $1.3 million, $1.6 million and $1.3 million, respectively. 401(k) and Other Defined Contribution Plans. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions, which are subject to vesting and certain other limitations. The Company’s expenses associated with the 401(k) plan and other defined contribution plans for the years ended December 31, 2016, 2015 and 2014 were $17.6 million, $18.4 million and $19.3 million, respectively. Net Periodic Benefit Expense. Net periodic benefit expense incurred by the Company related to defined benefit pension plans was $4.0 million, $4.7 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company uses a measurement date of December 31 to calculate obligations under its pension and postretirement plans. As of December 31, 2016 and 2015, the Company carried an $18.4 million and $17.1 million, respectively, net liability in other non-current liabilities on its Consolidated Statement of Financial Condition related to its future pension obligations. The fair value of the defined benefit plan assets were $17.5 million and $16.4 million at December 31, 2016 and 2015, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 8. SHAREHOLDERS’ EQUITY This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company, including the amounts recognized in both continuing operations and discontinued operations for all periods referenced. Return of capital. On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock, which was increased to $850.0 million on September 17, 2014 (the “2014 Repurchase Program”). On October 14, 2015, the Company exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program. On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). As a result of the September 2014 ASR Agreement, the Company received approximately 4.5 million shares of MSCI’s common stock on September 19, 2014 and received approximately 1.2 million shares of MSCI’s common stock on May 21, 2015 for a combined average price of $52.79 per share. On June 2, 2015, the Company began purchasing shares of its common stock in the open market in accordance with SEC Rule 10b5-1. During October 2015, the Company completed the $850.0 million repurchase authorization under the 2014 Repurchase Program. 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”). On October 26, 2016, the Board of Directors approved an additional stock repurchase program authorizing the purchase of up to $750.0 million worth of shares of our common stock (together with the $330.3 million remaining authorization under the 2015 Repurchase Program, the “2016 Repurchase Program”). Share repurchases made pursuant to the 2016 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. The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases: Year Ended Average Price Paid Per Share Total Number of Shares Repurchased Dollar Value of Shares Repurchased (in thousands) December 31, 2014 $ — — $ — December 31, 2015 $ 62.63 10,710 $ 670,824 December 31, 2016 $ 73.71 10,303 $ 759,427 The following table presents cash dividends declared and distributed per common share for the periods indicated: Dividends Per Share Declared Distributed Deferred 2016 (in thousands) Three Months Ended March 31, $ 0.22 $ 22,046 $ 21,889 $ 157 Three Months Ended June 30, 0.22 21,588 21,391 197 Three Months Ended September 30, 0.28 26,936 26,680 256 Three Months Ended December 31, 0.28 26,524 26,304 220 Total $ 1.00 $ 97,094 $ 96,264 $ 830 2015 Three Months Ended March 31, $ 0.18 $ 20,424 $ 20,411 $ 13 Three Months Ended June 30, 0.18 20,444 20,442 2 Three Months Ended September 30, 0.22 24,210 24,152 58 Three Months Ended December 31, 0.22 22,803 22,792 11 Total $ 0.80 $ 87,881 $ 87,797 $ 84 2014 Three Months Ended December 31, $ 0.18 $ 20,393 $ 20,393 $ — Common Stock. The following table presents activity related to shares of common stock issued and repurchased for the periods indicated: Common Treasury Common Stock Issued Stock Outstanding Balance At December 31, 2013 125,555,268 (7,472,157 ) 118,083,111 Dividend payable/paid 99 (99 ) — Common stock issued and exercise of stock options 1,076,751 — 1,076,751 Shares withheld for tax withholding and exercises — (233,163 ) (233,163 ) Shares repurchased under stock repurchase programs — (6,856,866 ) (6,856,866 ) Shares issued to directors 5,272 (2,636 ) 2,636 Balance At December 31, 2014 126,637,390 (14,564,921 ) 112,072,469 Dividend payable/paid 802 (385 ) 417 Common stock issued and exercise of stock options 1,558,965 — 1,558,965 Shares withheld for tax withholding and exercises — (763,558 ) (763,558 ) Shares repurchased under stock repurchase programs — (11,856,169 ) (11,856,169 ) Shares issued to directors 3,032 (2,008 ) 1,024 Balance At December 31, 2015 128,200,189 (27,187,041 ) 101,013,148 Dividend payable/paid 892 (472 ) 420 Common stock issued and exercise of stock options 788,304 — 788,304 Shares withheld for tax withholding and exercises — (219,921 ) (219,921 ) Shares repurchased under stock repurchase programs — (10,303,047 ) (10,303,047 ) Shares issued to directors 6,959 (6,273 ) 686 Balance At December 31, 2016 128,996,344 (37,716,754 ) 91,279,590 Shared-Based Compensation. The Company regularly issues share-based compensation to its employees and directors who were not employees of the Company. The accounting guidance for share-based compensation requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. In February 2017, the Company granted a portion of its employees awards in the form of RSUs and MSUs. The total number of units granted was 259,672. The aggregate fair value of the awards was $22.2 million, of which approximately $2.1 million had been expensed in the year ended December 31, 2016 in relation to awards granted to retirement eligible employees under the award terms. A portion of the awards granted consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2018, 2019 and 2020. A smaller portion of the awards granted consisted of MSUs that will time-vest over a three year period and are subject to the achievement of the applicable absolute total shareholder return compounded annual growth rate and relative total shareholder return compounded annual growth rate performance metrics measured over a minimum three-year performance period. The performance period may also be extended for an additional period of six months only in the event that both of the performance metrics achieved by the Company are below specified threshold performance levels. For a small group of awards granted by the Company, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the remainder of the awards granted by the Company, all or a portion of the award may be canceled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees. In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury. The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: Years Ended December 31, December December 31, (in thousands) 2016 2015 2014 Deferred stock $ 32,525 $ 27,549 $ 25,830 Stock options — (73 ) 1,201 Total $ 32,525 $ 27,476 $ 27,031 The following table presents the amount of share-based compensation expense by category for the periods indicated: Years Ended December 31, December 31, December 31, (in thousands) 2016 2015 2014 Cost of revenues $ 7,971 $ 6,909 $ 7,187 Selling and marketing 9,526 6,564 7,296 Research and development 2,970 2,823 3,128 General and administrative 12,058 11,180 8,005 Total share-based compensation expense $ 32,525 $ 27,476 $ 25,616 There was no share-based compensation expense included in income (loss) from discontinued operations, net of income taxes for the years ended December 31, 2016 and 2015. The amount included in income (loss) from discontinued operations, net of income taxes for the year ended December 31, 2014 was $1.4 million. The tax benefits for share-based compensation expense related to deferred stock and stock options granted to Company employees and to directors who are not employees of the Company were $7.4 million, $15.3 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, $41.5 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years. In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2016, 7.6 million shares of common stock were available for future grants under these plans. Deferred Stock Awards. Certain Company employees have been granted deferred stock awards pursuant to a share-based compensation plan. The plan provides for the deferral of a portion of certain employees’ discretionary compensation with awards made in the form of RSUs, PSUs and MSUs (together, the “Deferred Stock Awards”). Recipients of RSUs, PSUs and MSUs generally have rights to receive dividend equivalents that are subject to vesting. The Company reports the target number of PSUs and MSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs and MSUs, in which case the Company reports the amount of shares employees are likely to receive. The following table presents activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands) for the period indicated: Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2016 Shares Value Vested and unvested deferred stock awards at December 31, 2015 1,075 $ 47.70 Granted 1,081 $ 65.43 Conversion to common stock (588 ) $ 43.12 Canceled (61 ) $ 57.06 Vested and unvested deferred stock awards at December 31, 2016 (1) 1,507 $ 61.82 (1) As of December 31, 2016, 1,451 restricted stock units and restricted stock awards, with a weighted average price of $61.67, were vested or expected to vest. The total fair value of Deferred Stock Awards held by the Company’s employees that converted to MSCI common stock during the years ended December 31, 2016, 2015 and 2014 was $39.4 million, $34.1 million and $24.5 million, respectively. The following table presents activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands): Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2016 Shares Value Unvested deferred stock awards at December 31, 2015 800 $ 47.83 Granted 898 $ 66.63 Vested (430 ) $ 43.47 Canceled (61 ) $ 57.07 Unvested deferred stock awards at December 31, 2016 1,207 $ 62.89 Unvested deferred stock awards expected to vest 1,151 $ 62.77 Stock Option Awards. No stock options were issued during the years ended December 31, 2016, 2015 and 2014. The following table presents activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2016 (option data and dollar values in thousands, except exercise price): Weighted Weighted Average Number Average Remaining Aggregated of Exercise Life Intrinsic For the Year Ended December 31, 2016 Options Price (Years) Value Options outstanding at December 31, 2015 485 $ 23.77 2.40 N/A Granted or assumed — $ — N/A N/A Forfeited — $ — N/A N/A Conversion to common stock (216 ) $ 23.40 N/A N/A Options outstanding and exercisable at December 31, 2016 269 $ 24.06 2.22 $ 14,727 All outstanding stock options as of December 31, 2016 are vested and exercisable. The following table presents information relating to the Company’s outstanding and exercisable stock options as of December 31, 2016 (number of options outstanding and aggregate intrinsic value data in thousands): As of December 31, 2016 Options Outstanding Weighted Average Average Aggregate Number Exercise Remaining Intrinsic Range of Exercise Prices Outstanding Price Life (Years) Value $9.92 to $16.48 40 $ 16.47 2.15 $ 2,465 $18.00 53 $ 18.00 0.86 $ 3,249 $20.45 to $24.11 80 $ 23.09 1.57 $ 4,464 $25.64 to $40.23 96 $ 31.38 3.55 $ 4,549 Total 269 $ 14,727 The intrinsic value of the stock options exercised by the Company’s employees during the years ended December 31, 2016, 2015 and 2014 was $11.3 million, $37.3 million and $12.8 million, respectively. |
Reclassifications out of Accumu
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | 9. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) As required by ASC Subtopic 220-10, “ Comprehensive Income—Overall Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (1) Details about Accumulated Other Amount Reclassified from Accumulated Affected Comprehensive Income (Loss) Components Other Comprehensive Income (Loss) Consolidated Statements of Income Years Ended December 31, December 31, December 31, 2016 2015 2014 (in Defined benefit pension plans Amount recognized as a component of net periodic benefit expense for curtailments and settlements $ (261 ) $ (563 ) $ (104 ) (2) 73 153 (15 ) (3) Provision for income taxes $ (188 ) $ (410 ) $ (119 ) (4) Net of tax Foreign currency translation adjustment $ — $ — $ 4,184 (5) Total reclassifications for the period, net of tax $ (188 ) $ (410 ) $ 4,065 (1) Amounts in parentheses indicate expenses or losses moved to the Consolidated Statements of Income. (2) Includes $(186,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (3) Includes $6,000 for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (4) Includes $(180,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (5) This accumulated other comprehensive income component for the year ended December 31, 2014 was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The provision for income taxes (benefits) by taxing jurisdiction consisted of: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Current U.S. federal $ 93,071 $ 85,540 $ 84,959 U.S. state and local 16,363 22,108 13,929 Non U.S. 32,616 22,156 18,505 142,050 129,804 117,393 Deferred U.S. federal (13,010 ) (10,546 ) (2,606 ) U.S. state and local (2,235 ) 1,460 (3,356 ) Non U.S. (1,722 ) (1,202 ) (2,035 ) (16,967 ) (10,288 ) (7,997 ) Provision for income taxes from continuing operations $ 125,083 $ 119,516 $ 109,396 Provision for income taxes from discontinued operations $ — $ 6,390 $ 1,059 The following table reconciles the provision to the U.S. federal statutory income tax rate for income from continuing operations: Years Ended December 31, December 31, December 31, 2016 2015 2014 U.S. federal statutory income tax rate 35.00 % 35.00 % 35.00 % U.S. state and local income taxes, net of U.S. federal income tax benefits 2.38 % 4.44 % 2.72 % Change in tax rates applicable to non-U.S. earnings (3.73 %) (2.73 %) (1.88 %) Domestic tax credits and incentives (0.26 %) (2.62 %) (0.86 %) Other (0.98 %) 0.10 % 0.50 % Effective income tax rate 32.41 % 34.19 % 35.48 % Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015, were as follows: As of December 31, December 31, 2016 2015 (in thousands) Deferred tax assets: Employee compensation and benefit plans $ 27,914 $ 23,700 Deferred rent 7,869 7,485 Pension 1,965 2,030 Unearned revenue 1,322 1,555 Loss carryforwards - non-current 27,616 33,389 Other 558 678 Subtotal 67,244 68,837 Less: valuation allowance (17,807 ) (21,052 ) Total deferred tax assets $ 49,437 $ 47,785 Deferred tax liabilities: Intangible assets $ (121,900 ) $ (138,832 ) Foreign currency translation — (352 ) Property, equipment and leasehold improvements, net (12,073 ) (10,358 ) Total deferred tax liabilities $ (133,973 ) $ (149,542 ) Net deferred tax liabilities $ (84,536 ) $ (101,757 ) As presented in the table above, the Company has certain loss carryforward items. The tax value of the capital loss carryforward is $16.0 million which is set to expire in 2019. There is a full valuation allowance against this item. The tax value of the United States portion of the net operating loss carryforwards is $10.6 million which is subject to an annual limitation on utilization and will begin to expire in 2020. There is a valuation allowance against state tax losses of $1.3 million. As of December 31, 2016, the tax value of foreign net operating loss carryforwards was $1.0 million with a related valuation allowance of $0.5 million. The following table presents changes in the Company’s deferred tax asset valuation allowance for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Beginning balance $ 21,052 $ 21,232 $ 7 Additions charged to cost and expenses 1,862 — 21,225 Additions charged to other accounts — — — Deductions (5,107 ) (180 ) — Ending balance $ 17,807 $ 21,052 $ 21,232 The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 Domestic $ 263,536 $ 282,764 $ 269,944 Foreign (1) 122,402 66,790 38,394 Total income before provision for income taxes $ 385,938 $ 349,554 $ 308,338 (1) Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S. companies. Cumulative earnings attributable to foreign subsidiaries were $341.6 million, $224.8 million and $149.1 million for the years ended December 31, 2016, 2015, and 2014, respectively. No provisions for income tax that could occur upon repatriation have been recorded on these earnings which the Company intends to permanently reinvest abroad. At this time, it is not practicable to determine the amount of income taxes payable in the event all such foreign earnings are repatriated. The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change. As part of the Company’s periodic review of unrecognized tax benefits and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the effective tax rate over the next 12 months. The Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs. The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014: Years Ended December 31, December 31, December 31, Gross unrecognized tax benefits 2016 2015 2014 (in thousands) Beginning balance $ 8,692 $ 6,525 $ 7,089 Increases based on tax positions related to the current period 575 536 292 Increases based on tax positions related to prior periods 135 2,131 1,969 Decreases based on tax positions related to prior periods (3 ) (500 ) (346 ) (Decreases) related to settlements with taxing authorities (1,463 ) — (1,652 ) (Decreases) related to a lapse of applicable statute of limitations — — (827 ) Ending balance $ 7,936 $ 8,692 $ 6,525 The total amount of unrecognized tax benefits was $7.1 million, net of federal benefit of state issues, competent authority and foreign tax credit offsets, as of December 31, 2016, which, if recognized, would favorably affect the effective tax rate in future periods. The Company recognizes the accrual of interest and penalties related to unrecognized tax benefits in the Provision for Income Taxes in the Consolidated Statement of Income. For the year ended December 31, 2016, the Company recognized $0.2 million of interest in the Consolidated Statement of Income with respect to unrecognized tax benefits. No significant penalties were recognized in the Consolidated Statement of Income for the year ended December 31, 2016. The amount of accrued interest, which includes interest related to uncertain tax positions and accrued income tax expense, recorded on the Consolidated Statement of Financial Condition as of December 31, 2016 was $1.5 million. 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 operations, such as New York. The tax years currently under examination vary by jurisdiction but include years ranging from 2005 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 11. ACQUISITIONS The acquisition method of accounting is based on ASC Subtopic 805-10, “ Business Combinations, Fair Value Measurements and Disclosures, Acquisition of Insignis On October 16, 2015, the Company completed the purchase of Insignis for $6.5 million through its subsidiary InvestorForce. Insignis is a financial data provider, including data on positions, transactions and complex instruments such as exchange-traded futures and options, OTC swaps and foreign exchange spot and forward contracts. The purchase price allocations for the Insignis acquisition were $4.2 million for goodwill, $2.2 million for identifiable intangible assets and $0.1 million for assets other than identifiable intangible assets. Acquisition of GMI Ratings On August 11, 2014, the Company completed the acquisition of GMI Ratings for $15.5 million in cash through its subsidiary MSCI ESG Research Inc. GMI Ratings is a provider of corporate governance research and ratings on companies worldwide. Clients of GMI Ratings include institutional investors, banks, insurers, auditors, regulators and corporations seeking to incorporate ESG factors into risk assessment and decision-making. The purchase price allocations for the GMI Ratings acquisition were $9.9 million for goodwill, $3.6 million for identifiable intangible assets, $6.7 million for assets other than identifiable intangible assets and $4.7 million for other liabilities. |
Disposition and Discontinued Op
Disposition and Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Disposition and Discontinued Operations | 12. DISPOSITIONS AND DISCONTINUED OPERATIONS Disposition of Real Estate occupiers On August 1, 2016, MSCI completed the sale of its Real Estate occupiers business. The value of the disposed assets and liabilities and the resulting gain on disposal were not material to the Company. Disposition of ISS On March 17, 2014, MSCI entered into a definitive agreement to sell ISS. The results of operations from ISS and the CFRA product line are reflected in “Income (loss) from discontinued operations, net of income taxes” in the Consolidated Statements of Income. The sale of ISS was completed on April 30, 2014 for $367.4 million. The value of the assets and liabilities of ISS that were disposed, directly attributable transaction costs and the resulting gain on disposal that has been reported in “Income (loss) from discontinued operations, net of income taxes” for the year ended December 31, 2014 are as follows: Amount (in Cash proceeds $ 367,355 Less: Initial working capital adjustments (311 ) Total proceeds 367,044 Less assets sold and liabilities relieved resulting from disposal: Cash and cash equivalents (4,544 ) Accounts receivable (15,765 ) Deferred taxes (current) (3,174 ) Prepaid taxes (617 ) Prepaid and other assets (4,500 ) Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) (8,544 ) Goodwill (254,233 ) Intangible assets (net of accumulated amortization of $50,283) (121,269 ) Other non-current assets (1,645 ) Accounts payable 574 Accrued compensation and related benefits 6,783 Other accrued liabilities 4,034 Deferred revenue 51,767 Deferred taxes (non-current) 59,129 Other non-current liabilities 5,576 Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments 4,004 Net assets sold (282,424 ) Less: Transaction costs (5,946 ) Gain on sale of ISS $ 78,674 Income (loss) from discontinued operations. Amounts associated with discontinued operations reflected in the Consolidated Statements of Income for the years ended December 31, 2015 and 2014 are as follows: Years Ended December December 2015 2014 (in thousands) Revenue from discontinued operations $ — $ 43,122 Income (loss) from discontinued operations before provision (benefit) for income taxes $ — $ 86,230 Provision for income taxes 6,390 1,059 Income (loss) from discontinued operations, net of income taxes $ (6,390 ) $ 85,171 The year ended December 31, 2015 reflects the impact of out-of-period income tax charges associated with the tax obligations triggered upon the sale of ISS. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 13. 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 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 allocation 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 primarily a provider of equity indexes. The indexes are used in many areas of the investment process, including index-linked product creation and performance benchmarking, as well as portfolio construction and rebalancing and asset allocation. The Analytics operating segment uses analytical content to create products and services which offer institutional investors an integrated view of risk and return. Its research-enhanced products and services help institutional investors understand and control for market, credit, liquidity and counterparty risk across all major asset classes, spanning short, medium and long-term time horizons. The Analytics global risk and performance platform is built for scale, enabling clients to conduct complex calculations and stress tests. Analytics offers products and services that assist institutional investors with portfolio construction, risk management, performance attribution and regulatory reporting. The ESG operating segment offers products and services that help institutional investors understand how environmental, social and governance (“ESG”) factors can impact the long-term risk of their investments. In addition, the ESG operating segment’s data and ratings products are used in the construction of equity and fixed income indexes to help institutional investors benchmark ESG investment performance, issue index-based investment products, as well as manage, measure and report on ESG mandates. The Real Estate operating segment is a provider of real estate performance analysis for funds, investors, managers and lenders, as well as occupiers through the disposition of the Real Estate occupiers business. This segment provides products and offers services that include research, reporting and benchmarking. During the year ended December 31, 2016, the Company disposed of the Real Estate occupiers business and recorded a gain on the disposition which was recorded in “Other expense (income),” in the Consolidated Statement of Income. 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 All Other for disclosure purposes. The following table presents operating revenue by reportable segment for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Operating revenues Index $ 613,551 $ 558,964 $ 503,892 Analytics 448,353 433,424 414,085 All Other 88,765 82,625 78,703 Total $ 1,150,669 $ 1,075,013 $ 996,680 The following table presents segment profitability and a reconciliation to net income for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Index Adjusted EBITDA $ 431,478 $ 392,987 $ 349,685 Analytics Adjusted EBITDA 128,507 95,468 72,173 All Other Adjusted EBITDA 9,472 (6,758 ) (13,104 ) Total operating segment profitability 569,457 481,697 408,754 Amortization of intangible assets 47,033 46,910 45,877 Depreciation and amortization of property, equipment and leasehold improvements 34,320 30,889 25,711 Operating income 488,104 403,898 337,166 Other expense (income), net 102,166 54,344 28,828 Provision for income taxes 125,083 119,516 109,396 Income from continuing operations 260,855 230,038 198,942 Income (loss) from discontinued operations, net of income taxes — (6,390 ) 85,171 Net income $ 260,855 $ 223,648 $ 284,113 Revenue by geography is based on the shipping address of the ultimate customer utilizing the product. The following table presents revenue by geographic area for the periods indicated: Years Ended December 31, December 31, December 31, (in thousands) 2016 2015 2014 Revenues Americas: United States $ 556,777 $ 519,429 $ 471,145 Other 45,185 41,552 37,189 Total Americas 601,962 560,981 508,334 Europe, the Middle East and Africa ("EMEA"): United Kingdom 175,749 166,019 154,308 Other 229,010 215,192 209,893 Total EMEA 404,759 381,211 364,201 Asia & Australia: Japan 52,161 45,371 46,642 Other 91,787 87,450 77,503 Total Asia & Australia 143,948 132,821 124,145 Total $ 1,150,669 $ 1,075,013 $ 996,680 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 by geographic area on the dates indicated: As of December 31, December 31, 2016 2015 (in thousands) Long-lived assets Americas: United States $ 1,876,366 $ 1,916,689 Other 1,543 2,279 Total Americas 1,877,909 1,918,968 EMEA: United Kingdom 89,466 110,261 Other 23,780 16,849 Total EMEA 113,246 127,110 Asia & Australia: Japan 357 570 Other 7,563 9,389 Total Asia & Australia 7,920 9,959 Total $ 1,999,075 $ 2,056,037 |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | 14. QUARTERLY RESULTS OF OPERATIONS (unaudited): 2016 2015 First Second Third Fourth First Second Third Fourth Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter (in thousands, except per share data) Operating revenues $ 278,828 $ 290,596 $ 288,433 $ 292,812 $ 262,769 $ 270,580 $ 268,771 $ 272,893 Cost of revenues 63,172 62,130 62,986 63,819 69,904 67,394 65,593 64,804 Selling and marketing 41,689 41,854 41,514 41,609 41,648 42,028 38,809 39,809 Research and development 18,928 18,566 18,750 18,960 23,189 20,807 15,548 17,776 General and administrative 21,890 22,019 21,859 21,467 20,377 22,080 19,960 23,590 Amortization of intangible assets 11,840 11,943 11,752 11,498 11,702 11,695 11,710 11,803 Depreciation and amortization of property, equipment and leasehold improvements 8,168 8,393 8,312 9,447 7,207 8,065 8,049 7,568 Total operating expenses 165,687 164,905 165,173 166,800 174,027 172,069 159,669 165,350 Operating income 113,141 125,691 123,260 126,012 88,742 98,511 109,102 107,543 Interest income (621 ) (585 ) (799 ) (901 ) (204 ) (185 ) (285 ) (492 ) Interest expense 22,904 22,918 26,790 29,039 11,108 11,116 17,267 22,896 Other expense (income) 81 2,814 (253 ) 779 178 164 (6,922 ) (297 ) Other expense (income), net 22,364 25,147 25,738 28,917 11,082 11,095 10,060 22,107 Income from continuing operations before provision for income taxes 90,777 100,544 97,522 97,095 77,660 87,416 99,042 85,436 Provision for income taxes 30,410 33,587 32,241 28,845 28,036 31,399 34,644 25,437 Income from continuing operations 60,367 66,957 65,281 68,250 49,624 56,017 64,398 59,999 Income (loss) from discontinued operations, net of income taxes — — — — (5,797 ) — — (593 ) Net income $ 60,367 $ 66,957 $ 65,281 $ 68,250 $ 43,827 $ 56,017 $ 64,398 $ 59,406 Earnings per basic common share From continuing operations $ 0.61 $ 0.69 $ 0.69 $ 0.73 $ 0.44 $ 0.50 $ 0.59 $ 0.59 From discontinued operations — — — — (0.05 ) — — (0.01 ) Earnings per basic common share $ 0.61 $ 0.69 $ 0.69 $ 0.73 $ 0.39 $ 0.50 $ 0.59 $ 0.58 Earnings per diluted common share From continuing operations $ 0.60 $ 0.69 $ 0.68 $ 0.73 $ 0.44 $ 0.50 $ 0.59 $ 0.58 From discontinued operations — — — — (0.05 ) — — (0.01 ) Earnings per diluted commons hare $ 0.60 $ 0.69 $ 0.68 $ 0.73 $ 0.39 $ 0.50 $ 0.59 $ 0.57 Weighted average shares outstanding used in computing per share data Basic 99,425 96,412 94,823 93,327 112,520 112,143 108,773 102,837 Diluted 99,998 96,888 95,473 93,845 113,522 112,931 109,440 103,590 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS On February 1, 2017, the Board of Directors of the Company declared a quarterly dividend of $0.28 per share of common stock to be paid on March 15, 2017 to shareholders of record as of the close of trading on February 17, 2017. Subsequent to the year ended December 31, 2016 and through February 17, 2017, the Company repurchased an additional 1.0 million shares of common stock at an average price of $80.70 per share for a total value of $77.5 million. |
Introduction and Basis of Pre23
Introduction and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of MSCI Inc. and its wholly-owned subsidiaries. The Company’s policy is to consolidate all entities in which it owns more than 50% of the outstanding voting stock unless it does not control the entity. It is also the Company’s policy to consolidate any variable interest entity for which the Company is the primary beneficiary, of which the Company has none, as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810-10, “ Consolidations.” The Company’s operating expenses are grouped and presented in the following activity categories: cost of revenues, selling and marketing, research and development and general and administrative. Costs are assigned to these activity categories based on the nature of the expense, or, when not directly attributable, an estimate is allocated based on the type of effort involved. Cost of revenues consists of costs related to the production and servicing of the Company’s products and services and primarily include information technology costs associated with the production and delivery of its products and services, including data center, platform and infrastructure costs; costs to acquire, produce and maintain market data information; costs of research to support, maintain and rebalance existing products; costs of product management teams; costs of client service and consultant teams to support customer needs; as well as other support costs directly attributable to the cost of revenues including certain human resources, finance and legal costs. Selling and marketing expenses consist of costs associated with acquiring new clients or selling new products or product renewals to existing clients and primarily includes the costs of our sales force and marketing teams as well as costs incurred in other groups associated with acquiring new business, including product management, research, technology and sales operations. Research and development expenses consist of costs to develop new or enhance existing products and the costs to develop new or improved technology and service platforms for the delivery of our products and services and primarily includes the costs of application development, research, product management, project management and the technology support associated with supporting these efforts. General and administrative expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service. |
Basis of Financial Statements and Use of Estimates | Basis of Financial Statements and Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require the Company to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant estimates and assumptions made by management include the deferral and recognition of revenue, research and development and software capitalization, impairment of long-lived assets, accrued compensation, income taxes and other matters that affect the consolidated financial statements and related disclosures. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company applies SEC Staff Accounting Bulletin No. 104 (“SAB 104”), “ Revenue Recognition, • the Company has persuasive evidence of a legally binding arrangement, • delivery has occurred, • client fee is deemed fixed or determinable, and • collection is reasonably assured. When a sales arrangement requires the delivery of more than one product and service, revenue is recognized pursuant to the requirements of ASC Subtopic 605-25, “ Revenue Arrangements with Multiple Deliverables. • the delivered items have value to the client on a standalone basis, which means they can be sold separately by any vendor or the client could resell the delivered items on a standalone basis; and • if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor. The Company has signed contracts or agreements with substantially all clients that set forth the fees to be paid for its products and services. Further, the Company regularly assesses the receivable balances for each client for collectability. The Company’s application service license arrangements generally do not include acceptance provisions, which generally allow a client to test the solution for a defined period of time before committing to the license. If a license agreement includes an acceptance provision, the Company does not recognize subscription revenues until the earlier of the receipt of a written client acceptance or, if not notified by the client that it is cancelling the license agreement, the expiration of the acceptance period. The Company’s subscription agreements for hosted services include provisions that, among other things, allow clients, for no additional fee, to receive updates and modifications that may be made from time to time when and if available, for the term of the agreement, which is typically one year. These arrangements do not provide the client with the right to take possession of the application at any time. For sales arrangements with multiple deliverables, which may include application service subscription and professional services associated with implementation and other services, the Company evaluates each deliverable in these multiple-element arrangements to determine whether it represents a separate unit of accounting and allocates revenue accordingly, based on the Company’s best estimated sales price. In most cases, the Company recognizes revenues from subscription arrangements ratably over the term of the license agreement pursuant to contract terms. The contracts state the terms under which these fees are to be calculated. The fees are recognized as the Company supplies the product and service to the client over the license period and are generally billed in advance, prior to the license start date. When implementation services are included, the Company recognizes revenues allocated to the subscription ratably from the date the application is put into production to the end of the license period. Revenues associated with implementation services are recognized ratably over the useful life of those services from the date the application is put into production. For products and services whose fees are based on estimated assets under management linked to the Company’s indexes, or contract values related to futures and options, the Company recognizes revenues based on estimates from independent third-party sources or the most recently reported information from the client. Revenues from subscription agreements for the receipt of periodic benchmark reports, digests, and other publications, which are most often associated with the Company’s real estate operating segment, are primarily recognized upon delivery of such reports or data updates. The Company’s software-related arrangements do not require significant modification or customization of any underlying software applications being licensed. Accordingly, the Company recognizes software revenues pursuant to the requirements of ASC Subtopic 985-605, “ Software-Revenue Recognition.” Software Revenue Recognition, |
Share-Based Compensation | Share-Based Compensation Certain of the Company’s employees have received share-based compensation under various compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “ Compensation—Stock Compensation. The fair value of MSCI restricted stock units (“RSUs”) is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units subject to performance conditions (“PSUs”) are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. The fair value of PSUs is measured using the closing price of MSCI’s common stock on the date prior to grant. Restricted stock units that are subject to the achievement of multi-year total shareholder return targets (“MSUs”) are performance awards with a market condition. The fair value of MSUs is determined using a Monte Carlo simulation model that creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. The fair value of MSCI standard stock options is determined using the Black-Scholes valuation model and the single grant life method. Under the single grant life method, option awards with graded vesting are valued using a single weighted-average expected option life. The fair value of MSCI stock options that contain stock price contingencies is determined using a Monte Carlo simulation model. The Company recognizes the expense for an award granted to an employee who is not retirement-eligible utilizing the graded vesting method over the requisite service period. For all awards, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered and, for PSUs, the performance targets expected to be achieved is also considered. If the estimated number of units or the number of units ultimately delivered changes from previous estimates, the cumulative effect on current and prior periods of a change is recognized in compensation cost in the period of the change. Because the probability of actual shares expected to be earned is reflected in the fair value of MSUs on the grant date, the expense to be recognized for these awards is not adjusted to reflect the actual shares earned. Based on interpretive guidance related to share-based compensation, the Company’s policy is to accrue the estimated cost of share-based awards that are granted to retirement-eligible employees over the course of the prior year in which they were earned rather than expensing the awards on the date of grant. A portion of the awards granted to retirement-eligible employees consisted of PSUs. For those PSUs, the Company bases initial accruals of compensation cost on the estimated number of units for which the requisite service is expected to be rendered. If the estimated number of units expected to convert changes from previous estimates based on the performance targets expected to be achieved, the cumulative effect of a change is recognized in compensation cost in the period of the change. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “ Research and Development The Company applies the provisions of ASC Subtopic 350-40, “ Internal Use Software For the year ended December 31, 2016, the Company capitalized $10.3 million of costs related to software developed for internal use in the Consolidated Statement of Financial Condition for the year ended December 31, 2016. For the year ended December 31, 2015, the Company capitalized $8.6 million of costs related to software developed for internal use and reversed $3.4 million of previously capitalized costs associated with the termination of a technology project in the Analytics segment. As a result, $5.2 million was the net amount capitalized in the Consolidated Statement of Financial Condition for the year ended December 31, 2015. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred. |
Income Taxes | Income Taxes Income tax expense is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The Company recognizes interest and penalties related to income tax matters within “Provision for income taxes” in the Consolidated Statement of Income. The Company regularly evaluates the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company has recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs. |
Deferred Revenue | Deferred Revenue Deferred revenues represent amounts billed to customers for products and services in advance of delivery. The Company’s clients generally pay subscription fees annually or quarterly in advance. Deferred revenue is generally amortized ratably over the service period as revenue recognition criteria are met. Where the service period has not begun and the client has not paid or the contract has not been renewed, deferred revenues and accounts receivable are not recognized. |
Goodwill | Goodwill Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the net tangible and separately identifiable intangible assets acquired. The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Subtopic 350-10, “ Intangibles—Goodwill and Other The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events and circumstances exist. The testing for impairment is performed at the reporting unit level. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of impairment. Additionally, if the book value of a reporting unit is zero or a negative value and it is determined that it is more likely than not that the goodwill is impaired, further analysis is required. As the estimated fair value of the Company’s reporting units exceeded their respective book value on the testing dates, no impairment of goodwill was recorded during the years ended December 31, 2016, 2015 and 2014. |
Intangible Assets | Intangible Assets The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also reviews the useful lives on a quarterly basis to determine if the period of economic benefit has changed. If the carrying value of an intangible asset exceeds its fair value an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value. The Company has not identified a triggering event during any of the periods presented and as such has not recorded any impairment charges . The Company had no indefinite-lived intangibles. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income)” on the Consolidated Statement of Income. |
Derivative Instruments | Derivative Instruments The Company applies ASC Subtopic 815-10, “ Derivatives and Hedging, For derivative instruments that are designated and qualify as hedging instruments for accounting purposes, the Company documents and links the relationships between the hedging instruments and hedged items. The Company also assesses and documents at the hedge’s inception whether the derivatives used in hedging transactions were effective in offsetting changes in fair values associated with the hedged items. ASC Subtopic 815-10 provides that, for derivative instruments that qualify for hedge accounting being used to hedge cash flows, changes in the fair value are recognized in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, until the hedged item is recognized in earnings. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the income statement impact associated with assets and liabilities that are denominated in certain foreign currencies. Derivative instruments that do not qualify for hedge accounting are carried at fair value on the Consolidated Statement of Financial Condition with gains and losses recorded in the Consolidated Statement of Income in the period in which they are realized. |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation of furniture and fixtures and computer and communications equipment are amortized using the straight-line method over the estimated useful life of the asset. |
Treasury Stock | Treasury Stock The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity. In accordance with ASC Subtopic 505-10, “ Equity |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company primarily licenses its products and services to institutional investors mainly in the United States, Europe and Asia (primarily Hong Kong and Japan). The Company periodically reviews receivable balances and maintains an allowance on customer accounts where estimated losses may result from the inability of its customers to make required payments. The Company does not require collateral. An allowance for doubtful accounts is recorded when it is probable and estimable that a receivable will not be collected. Changes in the allowance for doubtful accounts from December 31, 2013 to December 31, 2016 were as follows: Amount (in Balance as of December 31, 2013 $ 1,280 Addition to provision 452 Amounts written off, net of recoveries (875 ) Balance as of December 31, 2014 $ 857 Addition to provision 940 Amounts written off, net of recoveries (680 ) Balance as of December 31, 2015 $ 1,117 Addition to provision 1,011 Amounts written off, net of recoveries (1,093 ) Balance as of December 31, 2016 $ 1,035 |
Accrued Compensation | Accrued Compensation The Company makes significant estimates in determining its accrued non-stock based compensation and benefits expenses. A significant portion of the Company’s employee incentive compensation programs are discretionary. Each year end, the Company determines the amount of discretionary cash bonus expense. These estimates reflect an assessment of performance versus targets and other key performance indicators at the Company, segment and employee level. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly. |
Concentrations | Concentrations For the year ended December 31, 2016, no single customer accounted for 10.0% or more of the Company’s consolidated operating revenues. For the years ended December 31, 2015 and 2014, BlackRock, Inc. accounted for 10.3% and 10.6%, respectively, of the Company’s consolidated operating revenues. For the years ended December 31, 2016, 2015 and 2014, BlackRock, Inc. accounted for 17.3%, 19.2% and 20.1%, respectively, of the Index segment’s operating revenues. No single customer accounted for 10.0% or more of revenues within the Analytics and All Other segments for the years ended December 31, 2016, 2015 and 2014. |
Recent Accounting Standards Updates | In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Deferral of the Effective Date,” In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net).” “Identifying Performance Obligations and Licensing.” “Narrow-Scope Improvements and Practical Expedients.” Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “ Presentation of Financial Statements: Going Concern (Subtopic 205-40), provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. The adoption of this guidance did not impact the Company’s consolidated financial statements. 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. 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” |
Introduction and Basis of Pre24
Introduction and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts from December 31, 2013 to December 31, 2016 were as follows: Amount (in Balance as of December 31, 2013 $ 1,280 Addition to provision 452 Amounts written off, net of recoveries (875 ) Balance as of December 31, 2014 $ 857 Addition to provision 940 Amounts written off, net of recoveries (680 ) Balance as of December 31, 2015 $ 1,117 Addition to provision 1,011 Amounts written off, net of recoveries (1,093 ) Balance as of December 31, 2016 $ 1,035 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 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: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands, except per share data) Income from continuing operations, net of income taxes $ 260,855 $ 230,038 $ 198,942 Income (loss) from discontinued operations, net of income taxes — (6,390 ) 85,171 Net income $ 260,855 $ 223,648 $ 284,113 Less: Allocations of earnings to unvested restricted stock units (1) — — $ (368 ) Earnings available to MSCI common shareholders $ 260,855 $ 223,648 $ 283,745 Basic weighted average common shares outstanding 95,986 109,124 115,737 Effect of dilutive securities: Stock options and restricted stock units 554 802 969 Diluted weighted average common shares outstanding 96,540 109,926 116,706 Earnings per basic common share from continuing operations $ 2.72 $ 2.11 $ 1.72 Earnings per basic common share from discontinued operations — (0.06 ) 0.73 Earnings per basic common share $ 2.72 $ 2.05 $ 2.45 Earnings per diluted common share from continuing operations $ 2.70 $ 2.09 $ 1.70 Earnings per diluted common share from discontinued operations — (0.06 ) 0.73 Earnings per diluted common share $ 2.70 $ 2.03 $ 2.43 (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. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Commitments Under Operating Leases | Future minimum commitments for the Company’s operating leases in place as of December 31, 2016 are as follows: Years Ending December 31, Amount (in 2017 $ 27,869 2018 27,429 2019 22,559 2020 19,237 2021 17,413 Thereafter 131,815 Total $ 246,322 |
Summary of Fair Values of Derivative Instruments | The following table presents the fair values of the Company’s derivative instruments and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition: As of Consolidated Statements of December 31, December 31, (in thousands) Financial Condition Location 2016 2015 Non-designated hedging instruments: Asset derivatives: Foreign exchange contracts Prepaid and other assets $ 27 $ 640 Liability derivatives: Foreign exchange contracts Other accrued liabilities $ (124 ) $ (2 ) |
Effect of Financial Derivatives on Statements of Income | The following tables present the effect of the Company’s financial derivatives and the location in which they are presented on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income: Amount of Gain or (Loss) Recognized in Income on Derivatives for the Derivatives Not Designated as Location of Gain or Years Ended Hedging Instruments (Loss) Recognized December 31, December 31, December 31, (in thousands) in Income on Derivatives 2016 2015 2014 Foreign exchange contracts Other expense (income) $ 1,566 $ 366 $ (834 ) |
Property, Equipment and Lease27
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Equipment and Leasehold Improvements | Property, equipment and leasehold improvements at December 31, 2016 and 2015 consisted of the following: As of Estimated December 31, December 31, Useful 2016 2015 (in thousands) Computer & related equipment 2 $ 162,306 $ 143,499 Furniture & fixtures 7 years 9,724 9,870 Leasehold improvements 1 to 21 years 49,442 47,579 Work-in-process — 10,954 12,658 Subtotal 232,426 213,606 Accumulated depreciation and amortization (136,841 ) (114,680 ) Property, equipment and leasehold improvements, net $ 95,585 $ 98,926 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Change to Company's Goodwill | The change to the Company’s goodwill was as follows: (in thousands) Index Analytics All Other Total Goodwill at December 31, 2014 (1) $ 1,564,904 Changes to goodwill 4,202 (2) Foreign exchange translation adjustment (3,485 ) Goodwill at December 31, 2015 $ 1,208,454 $ 302,551 $ 54,616 $ 1,565,621 Changes to goodwill — 60 (3) (110 ) (4) (50 ) Foreign exchange translation adjustment (6,006 ) — (3,715 ) (9,721 ) Goodwill at December 31, 2016 $ 1,202,448 $ 302,611 $ 50,791 $ 1,555,850 (1) The Company changed its reportable segments during the year ended December 31, 2015. Simultaneously, segment reporting and goodwill reporting units were updated in connection with the change. The Company reallocated its goodwill to its reporting units using a relative fair value allocation approach. (2) Reflects the addition of $4.2 million of goodwill associated with the acquisition of Insignis, Inc. (“Insignis”) See Note 11, “Acquisitions,” for additional information. (3) Reflects the final working capital adjustment payment made during the year ended December 31, 2016 to complete the acquisition of Insignis. (4) Reflects the value disposed in the sale of the Real Estate occupiers business. |
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 Estimated December 31, December 31, Useful Lives 2016 2015 (in thousands) Gross intangible assets: Customer relationships 5 to 21 years $ 361,199 $ 361,746 Trademarks/trade names 5 to 21.5 years 223,382 223,382 Technology/software 3 to 8.5 years 210,013 199,889 Proprietary data 13 years 28,627 28,627 Covenant not to compete 2 years 1,225 1,225 Subtotal 824,446 814,869 Foreign exchange translation adjustment (13,946 ) (4,867 ) Total gross intangible assets $ 810,500 $ 810,002 Accumulated amortization: Customer relationships $ (166,923 ) $ (143,325 ) Trademarks/trade names (105,077 ) (93,476 ) Technology/software (184,290 ) (175,209 ) Proprietary data (8,571 ) (6,698 ) Covenant not to compete (1,089 ) (665 ) Subtotal (465,950 ) (419,373 ) Foreign exchange translation adjustment 3,090 861 Total accumulated amortization $ (462,860 ) $ (418,512 ) Net intangible assets: Customer relationships $ 194,276 $ 218,421 Trademarks/trade names 118,305 129,906 Technology/software 25,723 24,680 Proprietary data 20,056 21,929 Covenant not to compete 136 560 Subtotal 358,496 395,496 Foreign exchange translation adjustment (10,856 ) (4,006 ) Total net intangible assets $ 347,640 $ 391,490 |
Estimated Amortization Expense for Succeeding Years | Estimated amortization expense for succeeding years is presented below: Years Ending December 31, Amortization Expense (in thousands) 2017 $ 44,123 2018 41,562 2019 39,594 2020 37,196 2021 35,846 Thereafter 149,319 Total $ 347,640 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Company's Common Stock Repurchases Pursuant to Open Market Repurchases | The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases: Year Ended Average Price Paid Per Share Total Number of Shares Repurchased Dollar Value of Shares Repurchased (in thousands) December 31, 2014 $ — — $ — December 31, 2015 $ 62.63 10,710 $ 670,824 December 31, 2016 $ 73.71 10,303 $ 759,427 |
Schedule of Cash Dividends Declared and Distributed Per Common Share | The following table presents cash dividends declared and distributed per common share for the periods indicated: Dividends Per Share Declared Distributed Deferred 2016 (in thousands) Three Months Ended March 31, $ 0.22 $ 22,046 $ 21,889 $ 157 Three Months Ended June 30, 0.22 21,588 21,391 197 Three Months Ended September 30, 0.28 26,936 26,680 256 Three Months Ended December 31, 0.28 26,524 26,304 220 Total $ 1.00 $ 97,094 $ 96,264 $ 830 2015 Three Months Ended March 31, $ 0.18 $ 20,424 $ 20,411 $ 13 Three Months Ended June 30, 0.18 20,444 20,442 2 Three Months Ended September 30, 0.22 24,210 24,152 58 Three Months Ended December 31, 0.22 22,803 22,792 11 Total $ 0.80 $ 87,881 $ 87,797 $ 84 2014 Three Months Ended December 31, $ 0.18 $ 20,393 $ 20,393 $ — |
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 Treasury Common Stock Issued Stock Outstanding Balance At December 31, 2013 125,555,268 (7,472,157 ) 118,083,111 Dividend payable/paid 99 (99 ) — Common stock issued and exercise of stock options 1,076,751 — 1,076,751 Shares withheld for tax withholding and exercises — (233,163 ) (233,163 ) Shares repurchased under stock repurchase programs — (6,856,866 ) (6,856,866 ) Shares issued to directors 5,272 (2,636 ) 2,636 Balance At December 31, 2014 126,637,390 (14,564,921 ) 112,072,469 Dividend payable/paid 802 (385 ) 417 Common stock issued and exercise of stock options 1,558,965 — 1,558,965 Shares withheld for tax withholding and exercises — (763,558 ) (763,558 ) Shares repurchased under stock repurchase programs — (11,856,169 ) (11,856,169 ) Shares issued to directors 3,032 (2,008 ) 1,024 Balance At December 31, 2015 128,200,189 (27,187,041 ) 101,013,148 Dividend payable/paid 892 (472 ) 420 Common stock issued and exercise of stock options 788,304 — 788,304 Shares withheld for tax withholding and exercises — (219,921 ) (219,921 ) Shares repurchased under stock repurchase programs — (10,303,047 ) (10,303,047 ) Shares issued to directors 6,959 (6,273 ) 686 Balance At December 31, 2016 128,996,344 (37,716,754 ) 91,279,590 |
Components of Share-Based Compensation Expense | The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: Years Ended December 31, December December 31, (in thousands) 2016 2015 2014 Deferred stock $ 32,525 $ 27,549 $ 25,830 Stock options — (73 ) 1,201 Total $ 32,525 $ 27,476 $ 27,031 |
Summary of Share-based Compensation Expense | The following table presents the amount of share-based compensation expense by category for the periods indicated: Years Ended December 31, December 31, December 31, (in thousands) 2016 2015 2014 Cost of revenues $ 7,971 $ 6,909 $ 7,187 Selling and marketing 9,526 6,564 7,296 Research and development 2,970 2,823 3,128 General and administrative 12,058 11,180 8,005 Total share-based compensation expense $ 32,525 $ 27,476 $ 25,616 |
Summary of Vested and Unvested Deferred Stock Awards Activity | The following table presents activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands) for the period indicated: Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2016 Shares Value Vested and unvested deferred stock awards at December 31, 2015 1,075 $ 47.70 Granted 1,081 $ 65.43 Conversion to common stock (588 ) $ 43.12 Canceled (61 ) $ 57.06 Vested and unvested deferred stock awards at December 31, 2016 (1) 1,507 $ 61.82 (1) As of December 31, 2016, 1,451 restricted stock units and restricted stock awards, with a weighted average price of $61.67, were vested or expected to vest. |
Summary of Unvested Deferred Stock Awards Activity | The following table presents activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands): Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2016 Shares Value Unvested deferred stock awards at December 31, 2015 800 $ 47.83 Granted 898 $ 66.63 Vested (430 ) $ 43.47 Canceled (61 ) $ 57.07 Unvested deferred stock awards at December 31, 2016 1,207 $ 62.89 Unvested deferred stock awards expected to vest 1,151 $ 62.77 |
Summary of Stock Options Activity | The following table presents activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2016 (option data and dollar values in thousands, except exercise price): Weighted Weighted Average Number Average Remaining Aggregated of Exercise Life Intrinsic For the Year Ended December 31, 2016 Options Price (Years) Value Options outstanding at December 31, 2015 485 $ 23.77 2.40 N/A Granted or assumed — $ — N/A N/A Forfeited — $ — N/A N/A Conversion to common stock (216 ) $ 23.40 N/A N/A Options outstanding and exercisable at December 31, 2016 269 $ 24.06 2.22 $ 14,727 |
Summary of Stock Options Outstanding and Exercisable by Exercise Price Range | The following table presents information relating to the Company’s outstanding and exercisable stock options as of December 31, 2016 (number of options outstanding and aggregate intrinsic value data in thousands): As of December 31, 2016 Options Outstanding Weighted Average Average Aggregate Number Exercise Remaining Intrinsic Range of Exercise Prices Outstanding Price Life (Years) Value $9.92 to $16.48 40 $ 16.47 2.15 $ 2,465 $18.00 53 $ 18.00 0.86 $ 3,249 $20.45 to $24.11 80 $ 23.09 1.57 $ 4,464 $25.64 to $40.23 96 $ 31.38 3.55 $ 4,549 Total 269 $ 14,727 |
Reclassifications out of Accu30
Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |
Schedule of Reclassifications out of Accumulated Other Comprehensive Income (Loss) | Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (1) Details about Accumulated Other Amount Reclassified from Accumulated Affected Comprehensive Income (Loss) Components Other Comprehensive Income (Loss) Consolidated Statements of Income Years Ended December 31, December 31, December 31, 2016 2015 2014 (in Defined benefit pension plans Amount recognized as a component of net periodic benefit expense for curtailments and settlements $ (261 ) $ (563 ) $ (104 ) (2) 73 153 (15 ) (3) Provision for income taxes $ (188 ) $ (410 ) $ (119 ) (4) Net of tax Foreign currency translation adjustment $ — $ — $ 4,184 (5) Total reclassifications for the period, net of tax $ (188 ) $ (410 ) $ 4,065 (1) Amounts in parentheses indicate expenses or losses moved to the Consolidated Statements of Income. (2) Includes $(186,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (3) Includes $6,000 for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (4) Includes $(180,000) for the year ended December 31, 2014 that was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. (5) This accumulated other comprehensive income component for the year ended December 31, 2014 was reclassified to “Income (loss) from discontinued operations, net of taxes” as part of the gain on the disposition of ISS. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes (Benefits) by Taxing Jurisdiction | The provision for income taxes (benefits) by taxing jurisdiction consisted of: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Current U.S. federal $ 93,071 $ 85,540 $ 84,959 U.S. state and local 16,363 22,108 13,929 Non U.S. 32,616 22,156 18,505 142,050 129,804 117,393 Deferred U.S. federal (13,010 ) (10,546 ) (2,606 ) U.S. state and local (2,235 ) 1,460 (3,356 ) Non U.S. (1,722 ) (1,202 ) (2,035 ) (16,967 ) (10,288 ) (7,997 ) Provision for income taxes from continuing operations $ 125,083 $ 119,516 $ 109,396 Provision for income taxes from discontinued operations $ — $ 6,390 $ 1,059 |
Reconciliation of Provision to U.S. Federal Statutory Income Tax Rate for Income from Continuing Operations | The following table reconciles the provision to the U.S. federal statutory income tax rate for income from continuing operations: Years Ended December 31, December 31, December 31, 2016 2015 2014 U.S. federal statutory income tax rate 35.00 % 35.00 % 35.00 % U.S. state and local income taxes, net of U.S. federal income tax benefits 2.38 % 4.44 % 2.72 % Change in tax rates applicable to non-U.S. earnings (3.73 %) (2.73 %) (1.88 %) Domestic tax credits and incentives (0.26 %) (2.62 %) (0.86 %) Other (0.98 %) 0.10 % 0.50 % Effective income tax rate 32.41 % 34.19 % 35.48 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015, were as follows: As of December 31, December 31, 2016 2015 (in thousands) Deferred tax assets: Employee compensation and benefit plans $ 27,914 $ 23,700 Deferred rent 7,869 7,485 Pension 1,965 2,030 Unearned revenue 1,322 1,555 Loss carryforwards - non-current 27,616 33,389 Other 558 678 Subtotal 67,244 68,837 Less: valuation allowance (17,807 ) (21,052 ) Total deferred tax assets $ 49,437 $ 47,785 Deferred tax liabilities: Intangible assets $ (121,900 ) $ (138,832 ) Foreign currency translation — (352 ) Property, equipment and leasehold improvements, net (12,073 ) (10,358 ) Total deferred tax liabilities $ (133,973 ) $ (149,542 ) Net deferred tax liabilities $ (84,536 ) $ (101,757 ) |
Summary of Deferred Tax Asset Valuation Allowance | The following table presents changes in the Company’s deferred tax asset valuation allowance for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Beginning balance $ 21,052 $ 21,232 $ 7 Additions charged to cost and expenses 1,862 — 21,225 Additions charged to other accounts — — — Deductions (5,107 ) (180 ) — Ending balance $ 17,807 $ 21,052 $ 21,232 |
Summary of Components of Income Before Provision for Income Taxes | The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 Domestic $ 263,536 $ 282,764 $ 269,944 Foreign (1) 122,402 66,790 38,394 Total income before provision for income taxes $ 385,938 $ 349,554 $ 308,338 |
Reconciliation of Unrecognized Tax Benefits | The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014: Years Ended December 31, December 31, December 31, Gross unrecognized tax benefits 2016 2015 2014 (in thousands) Beginning balance $ 8,692 $ 6,525 $ 7,089 Increases based on tax positions related to the current period 575 536 292 Increases based on tax positions related to prior periods 135 2,131 1,969 Decreases based on tax positions related to prior periods (3 ) (500 ) (346 ) (Decreases) related to settlements with taxing authorities (1,463 ) — (1,652 ) (Decreases) related to a lapse of applicable statute of limitations — — (827 ) Ending balance $ 7,936 $ 8,692 $ 6,525 |
Disposition and Discontinued 32
Disposition and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Value of Assets and Liabilities Disposed | The sale of ISS was completed on April 30, 2014 for $367.4 million. The value of the assets and liabilities of ISS that were disposed, directly attributable transaction costs and the resulting gain on disposal that has been reported in “Income (loss) from discontinued operations, net of income taxes” for the year ended December 31, 2014 are as follows: Amount (in Cash proceeds $ 367,355 Less: Initial working capital adjustments (311 ) Total proceeds 367,044 Less assets sold and liabilities relieved resulting from disposal: Cash and cash equivalents (4,544 ) Accounts receivable (15,765 ) Deferred taxes (current) (3,174 ) Prepaid taxes (617 ) Prepaid and other assets (4,500 ) Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) (8,544 ) Goodwill (254,233 ) Intangible assets (net of accumulated amortization of $50,283) (121,269 ) Other non-current assets (1,645 ) Accounts payable 574 Accrued compensation and related benefits 6,783 Other accrued liabilities 4,034 Deferred revenue 51,767 Deferred taxes (non-current) 59,129 Other non-current liabilities 5,576 Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments 4,004 Net assets sold (282,424 ) Less: Transaction costs (5,946 ) Gain on sale of ISS $ 78,674 |
Schedule of Income (Loss) Amounts Associated with Discontinued Operations | Amounts associated with discontinued operations reflected in the Consolidated Statements of Income for the years ended December 31, 2015 and 2014 are as follows: Years Ended December December 2015 2014 (in thousands) Revenue from discontinued operations $ — $ 43,122 Income (loss) from discontinued operations before provision (benefit) for income taxes $ — $ 86,230 Provision for income taxes 6,390 1,059 Income (loss) from discontinued operations, net of income taxes $ (6,390 ) $ 85,171 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Revenue by Reportable Segment | The following table presents operating revenue by reportable segment for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Operating revenues Index $ 613,551 $ 558,964 $ 503,892 Analytics 448,353 433,424 414,085 All Other 88,765 82,625 78,703 Total $ 1,150,669 $ 1,075,013 $ 996,680 |
Segment Profitability and Reconciliation to Net Income | The following table presents segment profitability and a reconciliation to net income for the periods indicated: Years Ended December 31, December 31, December 31, 2016 2015 2014 (in thousands) Index Adjusted EBITDA $ 431,478 $ 392,987 $ 349,685 Analytics Adjusted EBITDA 128,507 95,468 72,173 All Other Adjusted EBITDA 9,472 (6,758 ) (13,104 ) Total operating segment profitability 569,457 481,697 408,754 Amortization of intangible assets 47,033 46,910 45,877 Depreciation and amortization of property, equipment and leasehold improvements 34,320 30,889 25,711 Operating income 488,104 403,898 337,166 Other expense (income), net 102,166 54,344 28,828 Provision for income taxes 125,083 119,516 109,396 Income from continuing operations 260,855 230,038 198,942 Income (loss) from discontinued operations, net of income taxes — (6,390 ) 85,171 Net income $ 260,855 $ 223,648 $ 284,113 |
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 by geographic area for the periods indicated: Years Ended December 31, December 31, December 31, (in thousands) 2016 2015 2014 Revenues Americas: United States $ 556,777 $ 519,429 $ 471,145 Other 45,185 41,552 37,189 Total Americas 601,962 560,981 508,334 Europe, the Middle East and Africa ("EMEA"): United Kingdom 175,749 166,019 154,308 Other 229,010 215,192 209,893 Total EMEA 404,759 381,211 364,201 Asia & Australia: Japan 52,161 45,371 46,642 Other 91,787 87,450 77,503 Total Asia & Australia 143,948 132,821 124,145 Total $ 1,150,669 $ 1,075,013 $ 996,680 |
Long-Lived Assets by Geographic Area | 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 by geographic area on the dates indicated: As of December 31, December 31, 2016 2015 (in thousands) Long-lived assets Americas: United States $ 1,876,366 $ 1,916,689 Other 1,543 2,279 Total Americas 1,877,909 1,918,968 EMEA: United Kingdom 89,466 110,261 Other 23,780 16,849 Total EMEA 113,246 127,110 Asia & Australia: Japan 357 570 Other 7,563 9,389 Total Asia & Australia 7,920 9,959 Total $ 1,999,075 $ 2,056,037 |
Quarterly Results of Operatio34
Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | 2016 2015 First Second Third Fourth First Second Third Fourth Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter (in thousands, except per share data) Operating revenues $ 278,828 $ 290,596 $ 288,433 $ 292,812 $ 262,769 $ 270,580 $ 268,771 $ 272,893 Cost of revenues 63,172 62,130 62,986 63,819 69,904 67,394 65,593 64,804 Selling and marketing 41,689 41,854 41,514 41,609 41,648 42,028 38,809 39,809 Research and development 18,928 18,566 18,750 18,960 23,189 20,807 15,548 17,776 General and administrative 21,890 22,019 21,859 21,467 20,377 22,080 19,960 23,590 Amortization of intangible assets 11,840 11,943 11,752 11,498 11,702 11,695 11,710 11,803 Depreciation and amortization of property, equipment and leasehold improvements 8,168 8,393 8,312 9,447 7,207 8,065 8,049 7,568 Total operating expenses 165,687 164,905 165,173 166,800 174,027 172,069 159,669 165,350 Operating income 113,141 125,691 123,260 126,012 88,742 98,511 109,102 107,543 Interest income (621 ) (585 ) (799 ) (901 ) (204 ) (185 ) (285 ) (492 ) Interest expense 22,904 22,918 26,790 29,039 11,108 11,116 17,267 22,896 Other expense (income) 81 2,814 (253 ) 779 178 164 (6,922 ) (297 ) Other expense (income), net 22,364 25,147 25,738 28,917 11,082 11,095 10,060 22,107 Income from continuing operations before provision for income taxes 90,777 100,544 97,522 97,095 77,660 87,416 99,042 85,436 Provision for income taxes 30,410 33,587 32,241 28,845 28,036 31,399 34,644 25,437 Income from continuing operations 60,367 66,957 65,281 68,250 49,624 56,017 64,398 59,999 Income (loss) from discontinued operations, net of income taxes — — — — (5,797 ) — — (593 ) Net income $ 60,367 $ 66,957 $ 65,281 $ 68,250 $ 43,827 $ 56,017 $ 64,398 $ 59,406 Earnings per basic common share From continuing operations $ 0.61 $ 0.69 $ 0.69 $ 0.73 $ 0.44 $ 0.50 $ 0.59 $ 0.59 From discontinued operations — — — — (0.05 ) — — (0.01 ) Earnings per basic common share $ 0.61 $ 0.69 $ 0.69 $ 0.73 $ 0.39 $ 0.50 $ 0.59 $ 0.58 Earnings per diluted common share From continuing operations $ 0.60 $ 0.69 $ 0.68 $ 0.73 $ 0.44 $ 0.50 $ 0.59 $ 0.58 From discontinued operations — — — — (0.05 ) — — (0.01 ) Earnings per diluted commons hare $ 0.60 $ 0.69 $ 0.68 $ 0.73 $ 0.39 $ 0.50 $ 0.59 $ 0.57 Weighted average shares outstanding used in computing per share data Basic 99,425 96,412 94,823 93,327 112,520 112,143 108,773 102,837 Diluted 99,998 96,888 95,473 93,845 113,522 112,931 109,440 103,590 |
Introduction and Basis of Pre35
Introduction and Basis of Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Introduction And Basis Of Presentation [Line Items] | |||
Minimum percentage of voting stock for consolidation | 50.00% | ||
Maximum percentage of voting stock in variable interest entity for consolidation | 20.00% | ||
Cost method investments | $ 0 | ||
Capitalized software development costs | 10,344,000 | $ 8,500,000 | $ 8,216,000 |
Capitalized software development costs, net | 5,200,000 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Operating Revenues [Member] | Customer Concentration Risk [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Percentage of operating revenues accounted for by major customer | 10.00% | ||
Operating Revenues [Member] | Customer Concentration Risk [Member] | Blackrock Inc [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Percentage of operating revenues accounted for by major customer | 10.30% | 10.60% | |
Minimum [Member] | Software and Software Development Costs [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Estimates of useful lives | 3 years | ||
Maximum [Member] | Software and Software Development Costs [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Estimates of useful lives | 5 years | ||
Analytics [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Reversed previously capitalized costs | $ 3,400,000 | ||
Analytics [Member] | Operating Revenues [Member] | Customer Concentration Risk [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% | 10.00% |
Index [Member] | Operating Revenues [Member] | Customer Concentration Risk [Member] | Blackrock Inc [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Percentage of operating revenues accounted for by major customer | 17.30% | 19.20% | 20.10% |
All Other [Member] | Operating Revenues [Member] | Customer Concentration Risk [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Percentage of operating revenues accounted for by major customer | 10.00% | 10.00% | 10.00% |
Institutional Shareholder Services Inc. [Member] | |||
Introduction And Basis Of Presentation [Line Items] | |||
Sale completion date | Apr. 30, 2014 |
Introduction and Basis of Pre36
Introduction and Basis of Presentation - Changes in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 1,117 | $ 857 | $ 1,280 |
Addition to provision | 1,011 | 940 | 452 |
Amounts written off, net of recoveries | (1,093) | (680) | (875) |
Balance at ending of year | $ 1,035 | $ 1,117 | $ 857 |
Earnings Per Common Share - Add
Earnings Per Common Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities excluded from the calculation of diluted EPS | 398 | 3,778 | 78,260 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Income from continuing operations, net of income taxes | $ 260,855 | $ 230,038 | $ 198,942 | ||||||||
Income (loss) from discontinued operations, net of income taxes | $ (593) | $ (5,797) | (6,390) | 85,171 | |||||||
Net income | $ 68,250 | $ 65,281 | $ 66,957 | $ 60,367 | $ 59,406 | $ 64,398 | $ 56,017 | $ 43,827 | 260,855 | 223,648 | 284,113 |
Less: Allocations of earnings to unvested restricted stock units | (368) | ||||||||||
Earnings available to MSCI common shareholders | $ 260,855 | $ 223,648 | $ 283,745 | ||||||||
Basic weighted average common shares outstanding | 93,327 | 94,823 | 96,412 | 99,425 | 102,837 | 108,773 | 112,143 | 112,520 | 95,986 | 109,124 | 115,737 |
Effect of dilutive securities: | |||||||||||
Stock options and restricted stock units | 554 | 802 | 969 | ||||||||
Diluted weighted average common shares outstanding | 93,845 | 95,473 | 96,888 | 99,998 | 103,590 | 109,440 | 112,931 | 113,522 | 96,540 | 109,926 | 116,706 |
Earnings per basic common share from continuing operations | $ 0.73 | $ 0.69 | $ 0.69 | $ 0.61 | $ 0.59 | $ 0.59 | $ 0.50 | $ 0.44 | $ 2.72 | $ 2.11 | $ 1.72 |
Earnings per basic common share from discontinued operations | (0.06) | 0.73 | |||||||||
Earnings per basic common share | 0.73 | 0.69 | 0.69 | 0.61 | 0.58 | 0.59 | 0.50 | 0.39 | 2.72 | 2.05 | 2.45 |
Earnings per diluted common share from continuing operations | 0.73 | 0.68 | 0.69 | 0.60 | 0.58 | 0.59 | 0.50 | 0.44 | 2.70 | 2.09 | 1.70 |
Earnings per diluted common share from discontinued operations | (0.06) | 0.73 | |||||||||
Earnings per diluted common share | $ 0.73 | $ 0.68 | $ 0.69 | $ 0.60 | $ 0.57 | $ 0.59 | $ 0.50 | $ 0.39 | $ 2.70 | $ 2.03 | $ 2.43 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 04, 2016 | Aug. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 |
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Annual rent expense | $ 24,200,000 | $ 26,500,000 | $ 27,000,000 | |||
Revolving credit agreement, conditional description | The 2014 Revolving Credit Agreement had an initial term of five years with an option to extend for two additional one-year terms. On August 4, 2016, the Company entered into Amendment No. 1 (the “Amendment”) to the 2014 Revolving Credit Agreement (the 2014 Revolving Credit Agreement as so amended, the “Revolving Credit Agreement”). The Amendment, among other things, (i) increased aggregate commitments available to be borrowed to $220.0 million, (ii) increased the maximum consolidated leverage ratio and (iii) extended the initial term to August 2021 with an option to extended for an additional one-year term. At December 31, 2016, the Revolving Credit Agreement was undrawn. | |||||
Long-term debt | $ 2,075,201,000 | 1,579,404,000 | ||||
Deferred financing fees | 24,800,000 | 20,600,000 | ||||
Amortized deferred financing fees | 3,068,000 | 2,135,000 | 7,748,000 | |||
Unamortized debt discount outstanding | 0 | 0 | 0 | |||
Amortization of discount on long-term debt | $ 2,218,000 | |||||
Fair market value of debt obligations | 2,192,500,000 | $ 1,638,000,000 | ||||
Other Expense (Income) [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Gain on sale of investment | 6,300,000 | |||||
Derivatives not Designated as Hedging Instruments [Member] | Foreign Currency Forwards [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Foreign currency forwards, notional amount | 25,500,000 | |||||
Prepaid and Other Assets [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Deferred financing fees | 500,000 | |||||
Other Non-Current Assets [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Deferred financing fees | 1,800,000 | |||||
Long-term Debt [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Deferred financing fees | $ 24,800,000 | |||||
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 [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Revolving credit facility, maximum borrowing | $ 220,000,000 | |||||
Revolving credit agreement, extended term | 1 year | |||||
5.250% Senior Unsecured Notes Due 2024 [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Debt instrument principal amount | $ 800,000,000 | |||||
Debt instrument interest rate | 5.25% | |||||
Maturity date | Nov. 15, 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 | |||||
Term Loan [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Outstanding indebtedness, amount | $ 794,800,000 | |||||
5.75% Senior Unsecured Notes Due 2025 [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 | |||||
4.75% Senior Unsecured Notes Due 2026 [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Debt instrument principal amount | $ 500,000,000 | |||||
Debt instrument interest rate | 4.75% | |||||
Net proceeds from borrowing | $ 493,300,000 | |||||
Maturity date | Aug. 1, 2016 | |||||
Redemption description | At any time prior to August 1, 2021, the Company may redeem all or part of the 2026 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 | 104.75% | |||||
Debt instrument description | Interest payments attributable to the 2026 Senior Notes are due on February 1 and August 1 of each year. | |||||
Debt instrument, first interest payment date | Feb. 1, 2017 | |||||
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 | |||||
Senior Notes [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Debt instrument principal amount | $ 2,100,000,000 | |||||
Senior Notes and Revolving Credit Facility [Member] | ||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||
Deferred financing fees | $ 27,100,000 |
Commitments and Contingencies40
Commitments and Contingencies - Summary of Future Minimum Commitments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 27,869 |
2,018 | 27,429 |
2,019 | 22,559 |
2,020 | 19,237 |
2,021 | 17,413 |
Thereafter | 131,815 |
Total | $ 246,322 |
Commitments and Contingencies41
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid and Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives: | $ 27 | $ 640 |
Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives: | $ (124) | $ (2) |
Commitments and Contingencies42
Commitments and Contingencies - Effect of Financial Derivatives on Statements of Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 1,566 | $ 366 | $ (834) |
Property, Equipment and Lease43
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Computer & related equipment | $ 162,306 | $ 143,499 |
Furniture & fixtures | 9,724 | 9,870 |
Leasehold improvements | 49,442 | 47,579 |
Work-in-process | 10,954 | 12,658 |
Subtotal | 232,426 | 213,606 |
Accumulated depreciation and amortization | (136,841) | (114,680) |
Property, equipment and leasehold improvements, net | $ 95,585 | $ 98,926 |
Computer & Related Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Computer & Related Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 21 years |
Property, Equipment and Lease44
Property, Equipment and Leasehold Improvements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | $ 9,447 | $ 8,312 | $ 8,393 | $ 8,168 | $ 7,568 | $ 8,049 | $ 8,065 | $ 7,207 | $ 34,320 | $ 30,889 | $ 25,711 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Schedule of Change to Company's Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $ 1,565,621 | $ 1,564,904 |
Changes to goodwill | (50) | 4,202 |
Foreign exchange translation adjustment | (9,721) | (3,485) |
Goodwill, Ending balance | 1,555,850 | 1,565,621 |
Index [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 1,208,454 | |
Foreign exchange translation adjustment | (6,006) | |
Goodwill, Ending balance | 1,202,448 | 1,208,454 |
Analytics [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 302,551 | |
Changes to goodwill | 60 | |
Goodwill, Ending balance | 302,611 | 302,551 |
All Other [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 54,616 | |
Changes to goodwill | (110) | |
Foreign exchange translation adjustment | (3,715) | |
Goodwill, Ending balance | $ 50,791 | $ 54,616 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets - Schedule of Change to Company's Goodwill (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Insignis [Member] | |
Goodwill [Line Items] | |
Adjustments to goodwill from acquisitions | $ 4.2 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | ||||||||
Amortization of intangible assets | $ 11,498,000 | $ 11,752,000 | $ 11,943,000 | $ 11,840,000 | $ 11,803,000 | $ 11,710,000 | $ 11,695,000 | $ 11,702,000 | $ 47,033,000 | $ 46,910,000 | $ 45,877,000 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Schedule of Gross Carrying and Accumulated Amortization Amounts Related to Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 810,500 | $ 810,002 |
Accumulated amortization | (462,860) | (418,512) |
Net carrying value | 347,640 | 391,490 |
Customer Relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | 361,199 | 361,746 |
Accumulated amortization | (166,923) | (143,325) |
Net carrying value | $ 194,276 | 218,421 |
Customer Relationships [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 21 years | |
Trademarks/Trade Names [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 223,382 | 223,382 |
Accumulated amortization | (105,077) | (93,476) |
Net carrying value | $ 118,305 | 129,906 |
Trademarks/Trade Names [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 5 years | |
Trademarks/Trade Names [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 21 years 6 months | |
Technology/Software [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 210,013 | 199,889 |
Accumulated amortization | (184,290) | (175,209) |
Net carrying value | $ 25,723 | 24,680 |
Technology/Software [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 3 years | |
Technology/Software [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 8 years 6 months | |
Proprietary Data [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 13 years | |
Gross carrying value | $ 28,627 | 28,627 |
Accumulated amortization | (8,571) | (6,698) |
Net carrying value | $ 20,056 | 21,929 |
Covenant Not to Compete [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Remaining Useful Lives | 2 years | |
Gross carrying value | $ 1,225 | 1,225 |
Accumulated amortization | (1,089) | (665) |
Net carrying value | 136 | 560 |
Subtotal [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | 824,446 | 814,869 |
Accumulated amortization | (465,950) | (419,373) |
Net carrying value | 358,496 | 395,496 |
Foreign Exchange Translation Adjustment [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying value | (13,946) | (4,867) |
Accumulated amortization | 3,090 | 861 |
Net carrying value | $ (10,856) | $ (4,006) |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Estimated Amortization Expense for Succeeding Years (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 44,123 | |
2,018 | 41,562 | |
2,019 | 39,594 | |
2,020 | 37,196 | |
2,021 | 35,846 | |
Thereafter | 149,319 | |
Net carrying value | $ 347,640 | $ 391,490 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | $ 21.6 | $ 23.1 | $ 22.2 |
Defined contribution plan expenses | 17.6 | 18.4 | 19.3 |
Net periodic benefit expense | 4 | 4.7 | 2.8 |
Fair value of the defined benefit plan assets | 17.5 | 16.4 | |
Other Non-current Liabilities [Member] | |||
Employee Benefit Plans [Line Items] | |||
Defined benefit plan, liability | 18.4 | 17.1 | |
Cost of Revenues [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | 9.5 | 10.7 | 9.9 |
Selling and Marketing [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | 6.7 | 6.8 | 7.2 |
Research and Development [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | 4 | 4 | 3.7 |
General and Administrative [Member] | |||
Employee Benefit Plans [Line Items] | |||
Pension and post-retirement benefit expenses | $ 1.3 | $ 1.6 | $ 1.3 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Feb. 24, 2017 | May 21, 2015 | Sep. 19, 2014 | Sep. 18, 2014 | Feb. 17, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 14, 2015 | Feb. 28, 2017 | Oct. 26, 2016 | Oct. 31, 2015 | Oct. 28, 2015 | Sep. 17, 2014 | Feb. 04, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Treasury stock acquired | $ 774,565,000 | $ 716,782,000 | $ 409,651,000 | ||||||||||||
Shares repurchases, value | $ 774,565,000 | $ 700,715,000 | $ 409,651,000 | ||||||||||||
Common shares received | 10,303,047 | 11,856,169 | 6,856,866 | ||||||||||||
Number of shares grants in period | 0 | 0 | 0 | ||||||||||||
Allocated share based compensation expense | $ 32,525,000 | $ 27,476,000 | $ 25,616,000 | ||||||||||||
Tax benefits for share-based compensation expense related to deferred stock and stock options | 7,400,000 | 15,300,000 | 2,800,000 | ||||||||||||
Compensation cost related to unvested share-based awards not yet recognized | $ 41,500,000 | ||||||||||||||
Number of shares available for future grants | 7,600,000 | ||||||||||||||
Total fair value of restricted stock units and restricted stock awards converted or vested to common stock | $ 39,400,000 | 34,100,000 | 24,500,000 | ||||||||||||
Intrinsic value of the stock options exercised | $ 11,300,000 | 37,300,000 | 12,800,000 | ||||||||||||
Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Compensation cost related to unvested share-based awards not yet recognized, period for recognition | 1 year | ||||||||||||||
Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Compensation cost related to unvested share-based awards not yet recognized, period for recognition | 3 years | ||||||||||||||
Income (loss) from Discontinued Operations, Net of Income Taxes [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Allocated share based compensation expense | $ 0 | $ 0 | $ 1,400,000 | ||||||||||||
Subsequent Events [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares repurchases, value | $ 77,500,000 | ||||||||||||||
Common shares received | 1,000,000 | ||||||||||||||
Repurchased common shares, average purchase price paid per share | $ 80.70 | ||||||||||||||
2015 Bonus Award [Member] | Subsequent Events [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares grants in period | 259,672 | ||||||||||||||
Amount of the award granted to retirement-eligible employees | $ 2,100,000 | ||||||||||||||
Aggregate fair value | $ 22,200,000 | ||||||||||||||
2015 Bonus Award [Member] | Subsequent Events [Member] | RSUs [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of awards | 3 years | ||||||||||||||
Fraction of bonus award vested per year | 33.00% | ||||||||||||||
2015 Bonus Award [Member] | Subsequent Events [Member] | MSUs [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of awards | 3 years | ||||||||||||||
Minimum performance period | 3 years | ||||||||||||||
Additional extended performance period | 6 months | ||||||||||||||
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 | $ 850,000,000 | $ 300,000,000 | ||||||||||||
Treasury stock acquired | $ 850,000,000 | ||||||||||||||
2014 Repurchase Program [Member] | September 2014 [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares repurchases, value | $ 300,000,000 | ||||||||||||||
Common shares received | 1,200,000 | 4,500,000 | |||||||||||||
Repurchased common shares, average purchase price paid per share | $ 52.79 | ||||||||||||||
Accelerated share repurchase agreement, description | On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). As a result of the September 2014 ASR Agreement, the Company received approximately 4.5 million shares of MSCI’s common stock on September 19, 2014 and received approximately 1.2 million shares of MSCI’s common stock on May 21, 2015 for a combined average price of $52.79 per share. | ||||||||||||||
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 | ||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 330,300,000 | ||||||||||||||
2016 Repurchase Program [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Repurchase program authorizing the purchase of shares | $ 750,000,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Company's Common Stock Repurchases Pursuant to Open Market Repurchases (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Class Of Treasury Stock [Line Items] | |||
Total Number of Shares Repurchased | 10,303,047 | 11,856,169 | 6,856,866 |
Dollar Value of Shares Repurchased | $ 774,565 | $ 716,782 | $ 409,651 |
Open Market Purchases of Common Stock [Member] | |||
Equity Class Of Treasury Stock [Line Items] | |||
Average Price Paid Per Share | $ 73.71 | $ 62.63 | |
Total Number of Shares Repurchased | 10,303,000 | 10,710,000 | |
Dollar Value of Shares Repurchased | $ 759,427 | $ 670,824 |
Shareholders' Equity - Schedu53
Shareholders' Equity - Schedule of Cash Dividends Declared and Distributed Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Stockholders Equity [Abstract] | ||||||||||||
Dividend declared per common share | $ 0.28 | $ 0.28 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.18 | $ 0.18 | $ 0.18 | $ 1 | $ 0.80 | $ 0.18 |
Cash dividends declared, Amount | $ 26,524 | $ 26,936 | $ 21,588 | $ 22,046 | $ 22,803 | $ 24,210 | $ 20,444 | $ 20,424 | $ 20,393 | $ 97,094 | $ 87,881 | |
Cash dividends distributed, Amount | 26,304 | 26,680 | 21,391 | 21,889 | 22,792 | 24,152 | 20,442 | 20,411 | $ 20,393 | 96,264 | 87,797 | |
Cash dividends deferred, Amount | $ 220 | $ 256 | $ 197 | $ 157 | $ 11 | $ 58 | $ 2 | $ 13 | $ 830 | $ 84 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Activity Related to Shares of Common Stock Issued and Repurchased (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock Outstanding [Line Items] | |||
Beginning balance | 101,013,148 | 112,072,469 | 118,083,111 |
Dividend payable/paid | 420 | 417 | |
Common stock issued and exercise of stock options | 788,304 | 1,558,965 | 1,076,751 |
Shares withheld for tax withholding and exercises | (219,921) | (763,558) | (233,163) |
Shares repurchased under stock repurchase programs | (10,303,047) | (11,856,169) | (6,856,866) |
Shares issued to directors | 686 | 1,024 | 2,636 |
Ending balance | 91,279,590 | 101,013,148 | 112,072,469 |
Common Stock Issued [Member] | |||
Common Stock Outstanding [Line Items] | |||
Beginning balance | 128,200,189 | 126,637,390 | 125,555,268 |
Dividend payable/paid | 892 | 802 | 99 |
Common stock issued and exercise of stock options | 788,304 | 1,558,965 | 1,076,751 |
Shares issued to directors | 6,959 | 3,032 | 5,272 |
Ending balance | 128,996,344 | 128,200,189 | 126,637,390 |
Treasury Stock [Member] | |||
Common Stock Outstanding [Line Items] | |||
Beginning balance | (27,187,041) | (14,564,921) | (7,472,157) |
Dividend payable/paid | (472) | (385) | (99) |
Shares withheld for tax withholding and exercises | (219,921) | (763,558) | (233,163) |
Shares repurchased under stock repurchase programs | (10,303,047) | (11,856,169) | (6,856,866) |
Shares issued to directors | (6,273) | (2,008) | (2,636) |
Ending balance | (37,716,754) | (27,187,041) | (14,564,921) |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 32,525 | $ 27,476 | $ 27,031 |
Deferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 32,525 | 27,549 | 25,830 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense (benefit) | $ (73) | $ 1,201 |
Shareholders' Equity - Summar56
Shareholders' Equity - Summary of Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 32,525 | $ 27,476 | $ 25,616 |
Cost of Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 7,971 | 6,909 | 7,187 |
Selling and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 9,526 | 6,564 | 7,296 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 2,970 | 2,823 | 3,128 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 12,058 | $ 11,180 | $ 8,005 |
Shareholders' Equity - Summar57
Shareholders' Equity - Summary of Vested and Unvested Deferred Stock Awards Activity (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Vested and unvested deferred stock awards at the beginning of period, Number of Shares | shares | 1,075 |
Granted, Number of Shares | shares | 1,081 |
Conversion to common stock, Number of Shares | shares | (588) |
Canceled, Number of Shares | shares | (61) |
Vested and unvested deferred stock awards at the end of period, Number of Shares | shares | 1,507 |
Vested and unvested deferred stock awards at the beginning of period, Weighted Average Grant Date Fair Value | $ / shares | $ 47.70 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 65.43 |
Conversion to common stock, Weighted Average Grant Date Fair Value | $ / shares | 43.12 |
Canceled, Weighted Average Grant Date Fair Value | $ / shares | 57.06 |
Vested and unvested deferred stock awards at the end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 61.82 |
Shareholders' Equity - Summar58
Shareholders' Equity - Summary of Vested and Unvested Deferred Stock Awards Activity (Parenthetical) (Detail) shares in Thousands | Dec. 31, 2016$ / sharesshares |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted stock units and restricted stock awards, vested or expected to vest | shares | 1,451 |
Restricted stock units and restricted stock awards vested or expected to vest, weighted average price | $ / shares | $ 61.67 |
Shareholders' Equity - Summar59
Shareholders' Equity - Summary of Unvested Deferred Stock Awards Activity (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, balance at the beginning of the period | $ / shares | $ 47.83 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 66.63 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 43.47 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 57.07 |
Weighted Average Grant Date Fair Value, balance at the end of the period | $ / shares | 62.89 |
Weighted Average Grant Date Fair Value, Expected to vest | $ / shares | $ 62.77 |
Unvested Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested deferred stock awards, balance at the beginning of period | shares | 800 |
Number of Shares, Granted | shares | 898 |
Number of Shares, Vested | shares | (430) |
Number of Shares, Canceled | shares | (61) |
Unvested deferred stock awards, balance at the end of period | shares | 1,207 |
Unvested deferred stock awards expected to vest | shares | 1,151 |
Shareholders' Equity - Summar60
Shareholders' Equity - Summary of Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Options, Options outstanding, Beginning balance | 485,000 | ||
Number of Options, Granted or assumed | 0 | 0 | 0 |
Number of Options, Conversion to common stock | (216,000) | ||
Number of Options, Options outstanding and exercisable, Ending balance | 269,000 | ||
Weighted Average Exercise Price, Options outstanding, Beginning balance | $ 23.77 | ||
Weighted Average Exercise Price, Conversion to common stock | 23.40 | ||
Weighted Average Exercise Price, Options outstanding and exercisable, Ending balance | $ 24.06 | ||
Weighted Average Remaining Life (Years), Options outstanding | 2 years 4 months 24 days | ||
Weighted Average Remaining Life (Years), Options outstanding and exercisable | 2 years 2 months 19 days | ||
Aggregated Intrinsic Value, Options outstanding and exercisable | $ 14,727 |
Shareholders' Equity - Summar61
Shareholders' Equity - Summary of Stock Options Outstanding and Exercisable by Exercise Price Range (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number Outstanding, Options Outstanding and Exercisable | shares | 269 |
Weighted Average Exercise Price, Options Outstanding and Exercisable | $ 24.06 |
Average Remaining Life (Years), Options Outstanding and Exercisable | 2 years 2 months 19 days |
Aggregate Intrinsic Value, Options Outstanding and Exercisable | $ | $ 14,727 |
First Exercise Price Range [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $ 9.92 |
Range of Exercise Price, Maximum | $ 16.48 |
Number Outstanding, Options Outstanding and Exercisable | shares | 40 |
Weighted Average Exercise Price, Options Outstanding and Exercisable | $ 16.47 |
Average Remaining Life (Years), Options Outstanding and Exercisable | 2 years 1 month 24 days |
Aggregate Intrinsic Value, Options Outstanding and Exercisable | $ | $ 2,465 |
Second Exercise Price Range [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 18 |
Number Outstanding, Options Outstanding and Exercisable | shares | 53 |
Weighted Average Exercise Price, Options Outstanding and Exercisable | $ 18 |
Average Remaining Life (Years), Options Outstanding and Exercisable | 10 months 10 days |
Aggregate Intrinsic Value, Options Outstanding and Exercisable | $ | $ 3,249 |
Third Exercise Price Range [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $ 20.45 |
Range of Exercise Price, Maximum | $ 24.11 |
Number Outstanding, Options Outstanding and Exercisable | shares | 80 |
Weighted Average Exercise Price, Options Outstanding and Exercisable | $ 23.09 |
Average Remaining Life (Years), Options Outstanding and Exercisable | 1 year 6 months 26 days |
Aggregate Intrinsic Value, Options Outstanding and Exercisable | $ | $ 4,464 |
Fourth Exercise Price Range [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Price, Minimum | $ 25.64 |
Range of Exercise Price, Maximum | $ 40.23 |
Number Outstanding, Options Outstanding and Exercisable | shares | 96 |
Weighted Average Exercise Price, Options Outstanding and Exercisable | $ 31.38 |
Average Remaining Life (Years), Options Outstanding and Exercisable | 3 years 6 months 18 days |
Aggregate Intrinsic Value, Options Outstanding and Exercisable | $ | $ 4,549 |
Reclassifications out of Accu62
Reclassifications out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
(Provision) for income tax benefit | $ (28,845) | $ (32,241) | $ (33,587) | $ (30,410) | $ (25,437) | $ (34,644) | $ (31,399) | $ (28,036) | $ (125,083) | $ (119,516) | $ (109,396) |
Net income | $ 68,250 | $ 65,281 | $ 66,957 | $ 60,367 | $ 59,406 | $ 64,398 | $ 56,017 | $ 43,827 | 260,855 | 223,648 | 284,113 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Net income | (188) | (410) | 4,065 | ||||||||
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Defined Benefit Pension Plans Amount Recognized as a Component of Net Periodic Benefit Expense [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Net periodic benefit expense for curtailments and settlements | (261) | (563) | (104) | ||||||||
(Provision) for income tax benefit | 73 | 153 | (15) | ||||||||
Net income | $ (188) | $ (410) | (119) | ||||||||
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Foreign Currency Adjustment [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Foreign currency translation adjustment | $ 4,184 |
Reclassifications out of Accu63
Reclassifications out of Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income (loss) from discontinued operations, before taxes | $ 86,230,000 | |||
Income (loss) from discontinued operations, taxes | $ 6,390,000 | 1,059,000 | ||
Income (loss) from discontinued operations, net of taxes | $ (593,000) | $ (5,797,000) | $ (6,390,000) | 85,171,000 |
Curtailments and Settlements [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Defined Benefit Pension Plans Amount Recognized as a Component of Net Periodic Benefit Expense [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income (loss) from discontinued operations, before taxes | (186,000) | |||
Income (loss) from discontinued operations, taxes | 6,000 | |||
Income (loss) from discontinued operations, net of taxes | $ (180,000) |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Benefits) by Taxing Jurisdiction (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Current, U.S. federal | $ 93,071 | $ 85,540 | $ 84,959 | ||||||||
Current, U.S. state and local | 16,363 | 22,108 | 13,929 | ||||||||
Current, Non U.S. | 32,616 | 22,156 | 18,505 | ||||||||
Current provision for income taxes (benefits) | 142,050 | 129,804 | 117,393 | ||||||||
Deferred, U.S. federal | (13,010) | (10,546) | (2,606) | ||||||||
Deferred, U.S. state and local | (2,235) | 1,460 | (3,356) | ||||||||
Deferred, Non U.S. | (1,722) | (1,202) | (2,035) | ||||||||
Deferred provision for income taxes (benefits) | (16,967) | (10,288) | (7,997) | ||||||||
Provision for income taxes from continuing operations | $ 28,845 | $ 32,241 | $ 33,587 | $ 30,410 | $ 25,437 | $ 34,644 | $ 31,399 | $ 28,036 | $ 125,083 | 119,516 | 109,396 |
Provision for income taxes from discontinued operations | $ 6,390 | $ 1,059 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision to U.S. Federal Statutory Income Tax Rate for Income from Continuing Operations (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
U.S. state and local income taxes, net of U.S. federal income tax benefits | 2.38% | 4.44% | 2.72% |
Change in tax rates applicable to non-U.S. earnings | (3.73%) | (2.73%) | (1.88%) |
Domestic tax credits and incentives | (0.26%) | (2.62%) | (0.86%) |
Other | (0.98%) | 0.10% | 0.50% |
Effective income tax rate | 32.41% | 34.19% | 35.48% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Employee compensation and benefit plans | $ 27,914 | $ 23,700 |
Deferred rent | 7,869 | 7,485 |
Pension | 1,965 | 2,030 |
Unearned revenue | 1,322 | 1,555 |
Loss carryforwards - non-current | 27,616 | 33,389 |
Other | 558 | 678 |
Subtotal | 67,244 | 68,837 |
Less: valuation allowance | (17,807) | (21,052) |
Total deferred tax assets | 49,437 | 47,785 |
Deferred tax liabilities: | ||
Intangible assets | (121,900) | (138,832) |
Foreign currency translation | (352) | |
Property, equipment and leasehold improvements, net | (12,073) | (10,358) |
Total deferred tax liabilities | (133,973) | (149,542) |
Net deferred tax liabilities | $ (84,536) | $ (101,757) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Earnings attributable to foreign subsidiaries | $ 341,600,000 | $ 224,800,000 | $ 149,100,000 |
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. | ||
Total amount of unrecognized tax benefits | $ 7,100,000 | ||
Unrecognized tax benefits, interest on income tax expenses | 200,000 | ||
Penalties recognized during the year | 0 | ||
Amount of accrued interest | $ 1,500,000 | ||
Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2,005 | ||
Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years under examination | 2,015 | ||
Capital Loss Carryforward [Member] | |||
Income Tax Examination [Line Items] | |||
Capital loss carryforward tax value | $ 16,000,000 | ||
Expiration period | 2,019 | ||
Domestic Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 10,600,000 | ||
Expiration period | 2,020 | ||
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 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards, valuation allowance | $ 1,300,000 | ||
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 | ||
Foreign Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 1,000,000 | ||
Operating loss carryforwards, valuation allowance | $ 500,000 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Detail) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | $ 21,052 | $ 21,232 | $ 7 |
Additions charged to cost and expenses | 1,862 | 21,225 | |
Deductions | (5,107) | (180) | |
Ending balance | $ 17,807 | $ 21,052 | $ 21,232 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ 263,536 | $ 282,764 | $ 269,944 | ||||||||
Foreign | 122,402 | 66,790 | 38,394 | ||||||||
Income from continuing operations before provision for income taxes | $ 97,095 | $ 97,522 | $ 100,544 | $ 90,777 | $ 85,436 | $ 99,042 | $ 87,416 | $ 77,660 | $ 385,938 | $ 349,554 | $ 308,338 |
Income Taxes - Reconciliation70
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 8,692 | $ 6,525 | $ 7,089 |
Increases based on tax positions related to the current period | 575 | 536 | 292 |
Increases based on tax positions related to prior periods | 135 | 2,131 | 1,969 |
Decreases based on tax positions related to prior periods | (3) | (500) | (346) |
(Decreases) related to settlements with taxing authorities | (1,463) | (1,652) | |
(Decreases) related to a lapse of applicable statute of limitations | (827) | ||
Ending balance | $ 7,936 | $ 8,692 | $ 6,525 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 16, 2016 | Aug. 11, 2014 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,565,621 | $ 1,555,850 | $ 1,564,904 | ||
Insignis [Member] | |||||
Business Acquisition [Line Items] | |||||
Company paid cash to acquire property | $ 6,500 | ||||
Date of Acquisition | Oct. 16, 2015 | ||||
Goodwill | $ 4,200 | ||||
Purchase price allocated to identifiable intangible assets | 2,200 | ||||
Purchase price allocated for assets other than identifiable intangible assets | $ 100 | ||||
GMI Ratings [Member] | |||||
Business Acquisition [Line Items] | |||||
Company paid cash to acquire property | $ 15,500 | ||||
Date of Acquisition | Aug. 11, 2014 | ||||
Goodwill | 9,900 | ||||
Purchase price allocated to identifiable intangible assets | 3,600 | ||||
Purchase price allocated for assets other than identifiable intangible assets | 6,700 | ||||
Purchase price allocated to other liabilities | $ 4,700 |
Disposition and Discontinued 72
Disposition and Discontinued Operations - Additional Information (Detail) - Institutional Shareholder Services Inc. [Member] - USD ($) $ in Thousands | Apr. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Definitive sale agreement date | Mar. 17, 2014 | ||
Sale proceeds from divestiture | $ 367,400 | $ 367,355 |
Disposition and Discontinued 73
Disposition and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Detail) - USD ($) $ in Thousands | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total proceeds | $ 6,736 | ||
Institutional Shareholder Services Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds | $ 367,400 | $ 367,355 | |
Less: Initial working capital adjustments | (311) | ||
Total proceeds | 367,044 | ||
Less assets sold and liabilities relieved resulting from disposal: | |||
Cash and cash equivalents | (4,544) | ||
Accounts receivable | (15,765) | ||
Deferred taxes (current) | (3,174) | ||
Prepaid taxes | (617) | ||
Prepaid and other assets | (4,500) | ||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $4,213) | (8,544) | ||
Goodwill | (254,233) | ||
Intangible assets (net of accumulated amortization of $50,283) | (121,269) | ||
Other non-current assets | (1,645) | ||
Accounts payable | 574 | ||
Accrued compensation and related benefits | 6,783 | ||
Other accrued liabilities | 4,034 | ||
Deferred revenue | 51,767 | ||
Deferred taxes (non-current) | 59,129 | ||
Other non-current liabilities | 5,576 | ||
Other comprehensive income including currency translation adjustments and pension and other post-retirement adjustments | 4,004 | ||
Net assets sold | (282,424) | ||
Less: Transaction costs | (5,946) | ||
Gain on sale of ISS | $ 78,674 |
Disposition and Discontinued 74
Disposition and Discontinued Operations - Schedule of Value of Assets and Liabilities Disposed (Parenthetical) (Detail) - Institutional Shareholder Services Inc. [Member] $ in Thousands | Dec. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property, equipment and leasehold improvements, accumulated depreciation and amortization | $ 4,213 |
Intangible assets, accumulated amortization | $ 50,283 |
Disposition and Discontinued 75
Disposition and Discontinued Operations - Schedule of Income (Loss) Amounts Associated with Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Revenue from discontinued operations | $ 43,122 | |||
Income (loss) from discontinued operations before provision (benefit) for income taxes | 86,230 | |||
Provision for income taxes | $ 6,390 | 1,059 | ||
Income (loss) from discontinued operations, net of income taxes | $ (593) | $ (5,797) | $ (6,390) | $ 85,171 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Total | $ 292,812 | $ 288,433 | $ 290,596 | $ 278,828 | $ 272,893 | $ 268,771 | $ 270,580 | $ 262,769 | $ 1,150,669 | $ 1,075,013 | $ 996,680 |
Index [Member] | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Total | 613,551 | 558,964 | 503,892 | ||||||||
Analytics [Member] | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Total | 448,353 | 433,424 | 414,085 | ||||||||
All Other [Member] | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Total | $ 88,765 | $ 82,625 | $ 78,703 |
Segment Information - Segment P
Segment Information - Segment Profitability and Reconciliation to Net Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | $ 569,457 | $ 481,697 | $ 408,754 | ||||||||
Amortization of intangible assets | $ 11,498 | $ 11,752 | $ 11,943 | $ 11,840 | $ 11,803 | $ 11,710 | $ 11,695 | $ 11,702 | 47,033 | 46,910 | 45,877 |
Depreciation and amortization of property, equipment and leasehold improvements | 9,447 | 8,312 | 8,393 | 8,168 | 7,568 | 8,049 | 8,065 | 7,207 | 34,320 | 30,889 | 25,711 |
Operating income | 126,012 | 123,260 | 125,691 | 113,141 | 107,543 | 109,102 | 98,511 | 88,742 | 488,104 | 403,898 | 337,166 |
Other expense (income), net | 28,917 | 25,738 | 25,147 | 22,364 | 22,107 | 10,060 | 11,095 | 11,082 | 102,166 | 54,344 | 28,828 |
Provision for income taxes | 28,845 | 32,241 | 33,587 | 30,410 | 25,437 | 34,644 | 31,399 | 28,036 | 125,083 | 119,516 | 109,396 |
Income from continuing operations | 260,855 | 230,038 | 198,942 | ||||||||
Income (loss) from discontinued operations, net of income taxes | (593) | (5,797) | (6,390) | 85,171 | |||||||
Net income | $ 68,250 | $ 65,281 | $ 66,957 | $ 60,367 | $ 59,406 | $ 64,398 | $ 56,017 | $ 43,827 | 260,855 | 223,648 | 284,113 |
Index [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 431,478 | 392,987 | 349,685 | ||||||||
Analytics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 128,507 | 95,468 | 72,173 | ||||||||
All Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | $ 9,472 | $ (6,758) | $ (13,104) |
Segment Information - Revenue b
Segment Information - Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | $ 292,812 | $ 288,433 | $ 290,596 | $ 278,828 | $ 272,893 | $ 268,771 | $ 270,580 | $ 262,769 | $ 1,150,669 | $ 1,075,013 | $ 996,680 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 556,777 | 519,429 | 471,145 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 45,185 | 41,552 | 37,189 | ||||||||
Total Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 601,962 | 560,981 | 508,334 | ||||||||
United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 175,749 | 166,019 | 154,308 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 229,010 | 215,192 | 209,893 | ||||||||
Europe, the Middle East and Africa ("EMEA") [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 404,759 | 381,211 | 364,201 | ||||||||
Japan [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 52,161 | 45,371 | 46,642 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | 91,787 | 87,450 | 77,503 | ||||||||
Total Asia & Australia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Operating revenues | $ 143,948 | $ 132,821 | $ 124,145 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,999,075 | $ 2,056,037 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,876,366 | 1,916,689 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,543 | 2,279 |
Total Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,877,909 | 1,918,968 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 89,466 | 110,261 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 23,780 | 16,849 |
Total EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 113,246 | 127,110 |
Japan [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 357 | 570 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 7,563 | 9,389 |
Total Asia & Australia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 7,920 | $ 9,959 |
Quarterly Results of Operatio81
Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenues | $ 292,812 | $ 288,433 | $ 290,596 | $ 278,828 | $ 272,893 | $ 268,771 | $ 270,580 | $ 262,769 | $ 1,150,669 | $ 1,075,013 | $ 996,680 |
Cost of revenues | 63,819 | 62,986 | 62,130 | 63,172 | 64,804 | 65,593 | 67,394 | 69,904 | 252,107 | 267,695 | 276,623 |
Selling and marketing | 41,609 | 41,514 | 41,854 | 41,689 | 39,809 | 38,809 | 42,028 | 41,648 | 166,666 | 162,294 | 163,839 |
Research and development | 18,960 | 18,750 | 18,566 | 18,928 | 17,776 | 15,548 | 20,807 | 23,189 | 75,204 | 77,320 | 71,095 |
General and administrative | 21,467 | 21,859 | 22,019 | 21,890 | 23,590 | 19,960 | 22,080 | 20,377 | 87,235 | 86,007 | 76,369 |
Amortization of intangible assets | 11,498 | 11,752 | 11,943 | 11,840 | 11,803 | 11,710 | 11,695 | 11,702 | 47,033 | 46,910 | 45,877 |
Depreciation and amortization of property, equipment and leasehold improvements | 9,447 | 8,312 | 8,393 | 8,168 | 7,568 | 8,049 | 8,065 | 7,207 | 34,320 | 30,889 | 25,711 |
Total operating expenses | 166,800 | 165,173 | 164,905 | 165,687 | 165,350 | 159,669 | 172,069 | 174,027 | 662,565 | 671,115 | 659,514 |
Operating income | 126,012 | 123,260 | 125,691 | 113,141 | 107,543 | 109,102 | 98,511 | 88,742 | 488,104 | 403,898 | 337,166 |
Interest income | (901) | (799) | (585) | (621) | (492) | (285) | (185) | (204) | (2,906) | (1,166) | (851) |
Interest expense | 29,039 | 26,790 | 22,918 | 22,904 | 22,896 | 17,267 | 11,116 | 11,108 | 101,651 | 62,387 | 31,820 |
Other expense (income) | 779 | (253) | 2,814 | 81 | (297) | (6,922) | 164 | 178 | 3,421 | (6,877) | (2,141) |
Other expense (income), net | 28,917 | 25,738 | 25,147 | 22,364 | 22,107 | 10,060 | 11,095 | 11,082 | 102,166 | 54,344 | 28,828 |
Income from continuing operations before provision for income taxes | 97,095 | 97,522 | 100,544 | 90,777 | 85,436 | 99,042 | 87,416 | 77,660 | 385,938 | 349,554 | 308,338 |
Provision for income taxes | 28,845 | 32,241 | 33,587 | 30,410 | 25,437 | 34,644 | 31,399 | 28,036 | 125,083 | 119,516 | 109,396 |
Income from continuing operations | 68,250 | 65,281 | 66,957 | 60,367 | 59,999 | 64,398 | 56,017 | 49,624 | |||
Income (loss) from discontinued operations, net of income taxes | (593) | (5,797) | (6,390) | 85,171 | |||||||
Net income | $ 68,250 | $ 65,281 | $ 66,957 | $ 60,367 | $ 59,406 | $ 64,398 | $ 56,017 | $ 43,827 | $ 260,855 | $ 223,648 | $ 284,113 |
Earnings per basic common share | |||||||||||
From continuing operations | $ 0.73 | $ 0.69 | $ 0.69 | $ 0.61 | $ 0.59 | $ 0.59 | $ 0.50 | $ 0.44 | $ 2.72 | $ 2.11 | $ 1.72 |
From discontinued operations | (0.01) | (0.05) | |||||||||
Earnings per basic common share | 0.73 | 0.69 | 0.69 | 0.61 | 0.58 | 0.59 | 0.50 | 0.39 | 2.72 | 2.05 | 2.45 |
Earnings per diluted common share | |||||||||||
From continuing operations | 0.73 | 0.68 | 0.69 | 0.60 | 0.58 | 0.59 | 0.50 | 0.44 | 2.70 | 2.09 | 1.70 |
From discontinued operations | (0.01) | (0.05) | |||||||||
Earnings per diluted common share | $ 0.73 | $ 0.68 | $ 0.69 | $ 0.60 | $ 0.57 | $ 0.59 | $ 0.50 | $ 0.39 | $ 2.70 | $ 2.03 | $ 2.43 |
Weighted average shares outstanding used in computing per share data | |||||||||||
Basic | 93,327 | 94,823 | 96,412 | 99,425 | 102,837 | 108,773 | 112,143 | 112,520 | 95,986 | 109,124 | 115,737 |
Diluted | 93,845 | 95,473 | 96,888 | 99,998 | 103,590 | 109,440 | 112,931 | 113,522 | 96,540 | 109,926 | 116,706 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2017 | Feb. 17, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||||||||||
Quarterly dividend declared | $ 0.28 | $ 0.28 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.18 | $ 0.18 | $ 0.18 | $ 1 | $ 0.80 | $ 0.18 | ||
Total Number of Shares Repurchased | 10,303,047 | 11,856,169 | 6,856,866 | |||||||||||
Value of shares repurchased | $ 774,565 | $ 700,715 | $ 409,651 | |||||||||||
Subsequent Events [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Quarterly dividend declared | $ 0.28 | |||||||||||||
Quarterly dividend declared date | Feb. 1, 2017 | |||||||||||||
Quarterly dividend payable date | Mar. 15, 2017 | |||||||||||||
Quarterly dividend record date | Feb. 17, 2017 | |||||||||||||
Total Number of Shares Repurchased | 1,000,000 | |||||||||||||
Average Price Paid Per Share | $ 80.70 | |||||||||||||
Value of shares repurchased | $ 77,500 |