MOODYS CORP /DE/, 10-K filed on 2/27/2014
Annual Report
Document and Entity Information (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Document Information [Line Items]
 
Document Type
10-K 
Amendment Flag
false 
Document Period End Date
Dec. 31, 2013 
Document Fiscal Year Focus
2013 
Document Fiscal Period Focus
FY 
Trading Symbol
MCO 
Entity Registrant Name
MOODYS CORP /DE/ 
Entity Central Index Key
0001059556 
Current Fiscal Year End Date
--12-31 
Entity Well-known Seasoned Issuer
No 
Entity Current Reporting Status
Yes 
Entity Voluntary Filers
Yes 
Entity Filer Category
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
213.7 
Entity Public Float
$ 0 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Revenue
$ 2,972.5 
$ 2,730.3 
$ 2,280.7 
Expenses
 
 
 
Operating
822.4 
795.0 
683.5 
Selling, general and administrative
822.1 
752.2 
629.6 
Goodwill impairment charge
12.2 
Depreciation and amortization
93.4 
93.5 
79.2 
Total expenses
1,737.9 
1,652.9 
1,392.3 
Operating income
1,234.6 
1,077.4 
888.4 
Interest income (expense), net
(91.8)
(63.8)
(62.1)
Other non-operating income (expense), net
26.5 
10.4 
13.5 
Non-operating income (expense), net
(65.3)
(53.4)
(48.6)
Income before provision for income taxes
1,169.3 
1,024.0 
839.8 
Provision for income taxes
353.4 
324.3 
261.8 
Net income
815.9 
699.7 
578.0 
Less: Net income attributable to noncontrolling interests
11.4 
9.7 
6.6 
Net income attributable to Moody's
$ 804.5 
$ 690.0 
$ 571.4 
Earnings per share
 
 
 
Basic
$ 3.67 
$ 3.09 
$ 2.52 
Diluted
$ 3.60 
$ 3.05 
$ 2.49 
Weighted average shares outstanding
 
 
 
Basic
219.4 
223.2 
226.3 
Diluted
223.5 
226.6 
229.4 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Net income
$ 815.9 
$ 699.7 
$ 578.0 
Foreign currency translation adjustment-Pre Tax Amount
(15.8)
35.4 
(50.3)
Foreign currency translation adjustment-Tax Amount
0.6 
(0.2)
1.6 
Foreign currency translation adjustments-Net of Tax
(15.2)
35.2 
(48.7)
Cash Flow And Net Investment Hedges [Abstract]
 
 
 
Net unrealized gain (losses) on cash flow and net investment hedges- Pre Tax
6.3 
(3.9)
(1.0)
Net unrealized gain (losses) on cash flow and net investment hedges-Tax Amount
2.6 
(1.6)
(0.4)
Net unrealized losses on cash flow and net investment hedges
3.7 
(2.3)
(0.6)
Reclassification of losses included in net income-Pre Tax
1.2 
4.1 
5.3 
Reclassification of losses included in net income-Tax Amount
0.5 
1.7 
2.1 
Reclassification of losses included in net income - Net of Tax
0.7 
2.4 
3.2 
Pension and Other Retirement Benefits Net of Tax [Abstract]
 
 
 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Pre Tax
11.9 
10.0 
7.4 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Tax
4.9 
4.1 
3.0 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Net Of Tax
7.0 
5.9 
4.4 
Net Actuarial Losses And Prior Service Costs Pre Tax
50.9 
(26.0)
(56.3)
Net Actuarial Losses And Prior Service Costs Tax Effect
21.0 
(11.2)
(22.1)
Net Actuarial Losses And Prior Service Costs Net Of Tax
29.9 
(14.8)
(34.2)
Total other comprehensive income (loss)-Pre Tax
55.9 
19.6 
(94.9)
Net current period other comprehensive income/(loss)
28.4 
(6.8)
(19.0)
Total other comprehensive income (loss)-Net of Tax
27.5 
26.4 
(75.9)
Comprehensive income (loss)
843.4 
726.1 
502.1 
Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest
11.4 
10.7 
4.8 
Comprehensive income attributable to Moody's
832.0 
715.4 
497.3 
Foreign currency translation adjustments - reclassification of losses included in net income due to liquidation of a foreign subsidiary Pre Tax
1.4 
Foreign currency translation adjustments - reclassification of losses included in net income due to liquidation of a foreign subsidiary Tax Effect
Foreign currency translation adjustments - reclassification of losses included in net income due to liquidation of a foreign subsidiary Net of Tax
$ 1.4 
$ 0 
$ 0 
CONSOLIDATED BALANCE SHEETS (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Current assets:
 
 
Cash and cash equivalents
$ 1,919.5 
$ 1,755.4 
Short-term investments
186.8 
17.9 
Accounts receivable, net of allowances of $29.1 in 2012 and $28.0 in 2011
694.2 
621.8 
Deferred tax assets, net
53.9 
38.7 
Other current assets
114.4 
91.9 
Total current assets
2,968.8 
2,525.7 
Property and equipment, net
278.7 
307.1 
Goodwill
665.2 
637.1 
Intangible assets, net
221.6 
226.5 
Deferred tax assets, net
148.7 
168.5 
Other assets
112.1 
96.0 
Total assets
4,395.1 
3,960.9 
Current liabilities:
 
 
Accounts payable and accrued liabilities
538.9 
555.3 
Unrecognized tax benefits
4.0 
   
Current portion of long-term debt
63.8 
Deferred revenue
598.4 
545.8 
Total current liabilities
1,141.3 
1,164.9 
Non-current portion of deferred revenue
109.2 
94.9 
Long-term debt
2,101.8 
1,607.4 
Deferred tax liabilities, net
59.1 
58.1 
Unrecognized tax benefits
195.6 
156.6 
Other liabilities
360.2 
410.1 
Total liabilities
3,967.2 
3,492.0 
Contingencies (Note 17)
   
   
Redeemable noncontrolling interest
80.0 
72.3 
Shareholders' equity (deficit):
 
 
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding
   
Capital surplus
405.8 
365.1 
Retained earnings
5,302.1 
4,713.3 
Treasury stock, at cost; 119,650,254 and 120,462,232 shares of common stock at December 31, 2012 and December 31, 2011, respectively
(5,319.7)
(4,614.5)
Accumulated other comprehensive loss
(54.6)
(82.1)
Total Moody's shareholders' equity (deficit)
337.0 
385.2 
Noncontrolling interests
10.9 
11.4 
Total shareholders' equity (deficit)
347.9 
396.6 
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)
4,395.1 
3,960.9 
Series common stock
 
 
Shareholders' equity (deficit):
 
 
Common stock
   
Common Stock
 
 
Shareholders' equity (deficit):
 
 
Common stock
$ 3.4 
$ 3.4 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Accounts receivable, allowances
$ 28.9 
$ 29.1 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
10,000,000 
10,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Treasury stock, shares
128,941,621 
119,650,254 
Property and equipment, accumulated depreciation
$ 375.7 
$ 314.3 
Series common stock
 
 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
10,000,000 
10,000,000 
Common stock, shares outstanding
10,000,000 
10,000,000 
Common Stock
 
 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
1,000,000,000 
1,000,000,000 
Common stock, shares issued
342,902,272 
342,902,272 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash flows from operating activities
 
 
 
Net income
$ 815.9 
$ 699.7 
$ 578.0 
Reconciliation of net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
93.4 
93.5 
79.2 
Stock-based compensation expense
67.1 
64.5 
56.7 
Goodwill impairment charge
12.2 
Deferred income taxes
(27.2)
36.1 
10.3 
Excess tax benefits from settlement of stock-based compensation awards
(38.8)
(15.7)
(7.4)
Legacy Tax Matters
(19.2)
(12.8)
(6.4)
Changes in assets and liabilities:
 
 
 
Accounts receivable
(67.0)
(128.2)
17.1 
Other current assets
(21.7)
(14.1)
53.5 
Other assets
0.7 
(5.1)
(7.5)
Accounts payable and accrued liabilities
(2.9)
101.7 
23.9 
Deferred revenue
66.1 
20.9 
8.8 
Unrecognized tax benefits and other non-current tax liabilities
30.9 
(49.2)
3.9 
Other liabilities
30.9 
9.4 
(21.8)
Net cash provided by operating activities
926.8 
823.1 
803.3 
Cash flows from investing activities
 
 
 
Capital additions
(42.3)
(45.0)
(67.7)
Purchases of short-term investments
(225.9)
(56.2)
(43.3)
Sales and maturities of short-term investments
57.0 
54.5 
40.9 
Cash paid for acquisitions and investment in affiliates, net of cash acquired
(50.7)
(3.5)
(197.5)
Net cash used in investing activities
(261.9)
(50.2)
(267.6)
Cash flows from financing activities
 
 
 
Issuance of notes
497.2 
496.1 
Repayment of notes
(63.8)
(71.3)
(11.3)
Net proceeds from stock plans
136.0 
116.7 
46.4 
Excess tax benefits from settlement of stock-based compensation awards
38.8 
15.7 
7.4 
Cost of treasury shares repurchased
(893.1)
(196.5)
(333.8)
Payment of dividends
(197.3)
(143.0)
(121.0)
Payment of dividends to noncontrolling interests
(12.2)
(8.3)
(5.1)
Payments under capital lease obligations
Contingent consideration paid
(0.3)
(0.5)
(0.3)
Debt issuance costs and related fees
(4.1)
(6.3)
Net cash provided by (used in) financing activities
(498.8)
202.6 
(417.7)
Effect of exchange rate changes on cash and cash equivalents
(2.0)
19.9 
(17.6)
Increase in cash and cash equivalents
164.1 
995.4 
100.4 
Cash and cash equivalents, beginning of period
1,755.4 
760.0 
659.6 
Cash and cash equivalents, end of period
$ 1,919.5 
$ 1,755.4 
$ 760.0 
Consolidated Statement of Shareholders' Equity (Deficit) (USD $)
In Millions
Total
Common Stock
Capital Surplus
Retained Earnings
Treasury Stock
Accumulated Other Comprehensive Income (Loss)
Total Moody's Shareholders' Equity (Deficit)
Non-Controlling Interests
Beginning Balance at Dec. 31, 2010
$ (298.4)
$ 3.4 
$ 391.5 
$ 3,736.2 
$ (4,407.3)
$ (33.4)
$ (309.6)
$ 11.2 
Beginning Balance (in shares) at Dec. 31, 2010
 
342.9 
 
 
(112.1)
 
 
 
Net income
577.0 
 
 
571.4 
 
 
571.4 
5.6 
Dividends
136.6 
 
 
131.5 
 
 
131.5 
5.1 
Stock-based compensation
56.9 
 
56.9 
 
 
 
56.9 
 
Shares issued for stock-based compensation plans, net
46.4 
 
(59.2)
 
105.6 
 
46.4 
 
Shares issued for stock-based compensation plans, net (in shares)
 
 
 
 
2.6 
 
 
 
Net excess tax benefit upon settlement of stock-based compensation awards
7.2 
 
7.2 
 
 
 
7.2 
 
Excess of consideration paid over carrying value of additional investment in KIS Pricing
1.9 
 
1.9 
 
 
 
1.9 
 
Purchase of KIS Pricing shares from noncontrolling interest
1.0 
 
 
 
 
 
 
1.0 
Treasury shares repurchased, shares
 
 
 
 
11.0 
 
 
 
Treasury shares repurchased
333.8 
 
 
 
333.8 
 
333.8 
 
Currency translation adjustment
(47.0)
 
 
 
 
(46.9)
(46.9)
(0.1)
Net actuarial losses and prior service cost
(34.2)
 
 
 
 
(34.2)
(34.2)
 
Amortization of actuarial losses and prior service costs included in net income
(4.4)
 
 
 
 
(4.4)
(4.4)
 
Net unrealized gain on cash flow hedges
2.6 
 
 
 
 
2.6 
2.6 
 
Ending Balance at Dec. 31, 2011
(158.4)
3.4 
394.5 
4,176.1 
(4,635.5)
(107.5)
(169.0)
10.6 
Ending Balance (in shares) at Dec. 31, 2011
 
342.9 
 
 
(120.5)
 
 
 
Net income
696.1 
 
 
690.0 
 
 
690.0 
6.1 
Dividends
157.5 
 
 
152.8 
 
 
152.8 
4.7 
Stock-based compensation
64.6 
 
64.6 
 
 
 
64.6 
 
Shares issued for stock-based compensation plans, net
116.6 
 
(100.9)
 
217.5 
 
116.6 
 
Shares issued for stock-based compensation plans, net (in shares)
 
 
 
 
5.6 
 
 
 
Net excess tax benefit upon settlement of stock-based compensation awards
10.3 
 
10.3 
 
 
 
10.3 
 
Adjustment to redemption value of redeemable noncontrolling interest
(3.4)
 
(3.4)
 
 
 
(3.4)
 
Treasury shares repurchased, shares
 
 
 
 
4.8 
 
 
 
Treasury shares repurchased
196.5 
 
 
 
196.5 
 
196.5 
 
Currency translation adjustment
33.6 
 
 
 
 
34.2 
34.2 
(0.6)
Net actuarial losses and prior service cost
(14.8)
 
 
 
 
(14.8)
(14.8)
 
Amortization of actuarial losses and prior service costs included in net income
(5.9)
 
 
 
 
(5.9)
(5.9)
 
Net unrealized gain on cash flow hedges
0.1 
 
 
 
 
0.1 
0.1 
 
Ending Balance at Dec. 31, 2012
396.6 
3.4 
365.1 
4,713.3 
(4,614.5)
(82.1)
385.2 
11.4 
Ending Balance (in shares) at Dec. 31, 2012
 
342.9 
 
 
(119.7)
 
 
 
Net income
810.2 
 
 
804.5 
 
 
804.5 
5.7 
Dividends
221.9 
 
 
215.7 
 
 
215.7 
6.2 
Stock-based compensation
67.2 
 
67.2 
 
 
 
67.2 
 
Shares issued for stock-based compensation plans, net
136.0 
 
(51.9)
 
187.9 
 
136.0 
 
Shares issued for stock-based compensation plans, net (in shares)
 
 
 
 
5.0 
 
 
 
Net excess tax benefit upon settlement of stock-based compensation awards
33.3 
 
33.3 
 
 
 
33.3 
 
Adjustment to redemption value of redeemable noncontrolling interest
(7.9)
 
(7.9)
 
 
 
(7.9)
 
Treasury shares repurchased, shares
 
 
 
 
14.2 
 
 
 
Treasury shares repurchased
893.1 
 
 
 
893.1 
 
893.1 
 
Currency translation adjustment
(13.8)
 
 
 
 
(13.8)
(13.8)
Net actuarial losses and prior service cost
29.9 
 
 
 
 
29.9 
29.9 
 
Amortization of actuarial losses and prior service costs included in net income
(7.0)
 
 
 
 
(7.0)
(7.0)
 
Net unrealized gain on cash flow hedges
4.4 
 
 
 
 
4.4 
4.4 
 
Ending Balance at Dec. 31, 2013
$ 347.9 
$ 3.4 
$ 405.8 
$ 5,302.1 
$ (5,319.7)
$ (54.6)
$ 337.0 
$ 10.9 
Ending Balance (in shares) at Dec. 31, 2013
 
342.9 
 
 
(128.9)
 
 
 
Consolidated Statement of Shareholders' Equity (Deficit) (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Currency translation adjustment, tax
$ 0.6 
$ 0.2 
$ 1.6 
Net actuarial losses and prior service cost, tax
21.0 
11.2 
22.1 
Amortization and recognition of prior service cost and actuarial losses, tax
4.9 
4.1 
3.0 
Net unrealized gain on cash flow hedges, tax
$ 3.1 
$ 0.1 
$ 1.7 
GLOSSARY OF TERMS AND ABBREVIATIONS
GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody's is a provider of (i) credit ratings, (ii) credit, capital markets and economic research, data and analytical tools, (iii) software solutions and related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced research and analytical services to institutional customers. Moody's has two reportable segments: MIS and MA.

MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in markets worldwide. Revenue is derived from the originators and issuers of such transactions who use MIS ratings in the distribution of their debt issues to investors.

MA, which includes all of the Company's non-rating commercial activities, develops a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets. Within its Research, Data and Analytics business, MA distributes research and data developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies and commentary on topical credit-related events. The RD&A business also produces economic research as well as data and analytical tools such as quantitative credit risk scores. Within its Enterprise Risk Solutions business (formerly referred to as Risk Management Software), MA provides software solutions as well as related risk management services. The Professional Services business provides outsourced research and analytical services along with financial training and certification programs.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  The objective of this ASU is to improve reporting by requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of operations.  The amendments in this ASU are required to be applied prospectively and are effective for reporting periods beginning after December 15, 2012.  The Company has fully adopted all provisions of this ASU as of January 1, 2013, and the implementation did not have any impact on the Company's consolidated financial statements other than to provide additional footnote disclosure which in included in Note 11.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include those of Moody's Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment's net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment.  The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate that entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC.

Cash and Cash Equivalents

Cash equivalents principally consist of investments in money market mutual funds and high-grade commercial paper with maturities of three months or less when purchased.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.

Research and Development Costs

All research and development costs are expensed as incurred. These costs primarily reflect the development of credit processing software and quantitative credit risk assessment products sold by the MA segment.

Research and development costs were $22.8 million, $16.1 million, and $29.8 million for the years ended December 31, 2013, 2012 and 2011, respectively, and are included in operating expenses within the Company's consolidated statements of operations. These costs generally consist of professional services provided by third parties and compensation costs of employees.

Costs for internally developed computer software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs primarily relate to the development or enhancement of credit processing software and quantitative credit risk assessment products sold by the MA segment, to be licensed to customers and generally consist of professional services provided by third parties and compensation costs of employees that develop the software. Judgment is required in determining when technological feasibility of a product is established and the Company believes that technological feasibility for its software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers. Accordingly, costs for internally developed computer software that will be sold, leased or otherwise marketed that were eligible for capitalization under Topic 985 of the ASC as well as the related amortization expense related to such costs were immaterial for the years ended December 31, 2013, 2012 and 2011.

Computer Software Developed or Obtained for Internal Use

The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to the Company's accounting, product delivery and other systems. Such costs generally consist of direct costs for third-party license fees, professional services provided by third parties and employee compensation, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

Moody's evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.

The Company evaluates the recoverability of goodwill using a three-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company must perform a third step of the impairment test to determine the implied fair value of the reporting unit's goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment charge. For the reporting units where the Company is consistently able to conclude on impairment using only a qualitative approach, the Company's accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.

For purposes of assessing the recoverability of goodwill, the Company has five reporting units at December 31, 2013: one in MIS that encompasses all of Moody's ratings operations and four reporting units within MA: RD&A, ERS, Financial Services Training and Certifications and Copal Amba. The RD&A reporting unit encompasses the distribution of investor-oriented research and data developed by MIS as part of its ratings process, in-depth research on major debt issuers, industry studies, economic research and commentary on topical events and credit analytic tools. The ERS reporting unit consists of credit risk management and compliance software that is sold on a license or subscription basis as well as related advisory services for implementation and maintenance. The FSTC reporting unit consists of the portion of the MA business that offers both credit training as well as other professional development training and certification services. The Company acquired Copal and Amba in the fourth quarter of 2011 and 2013, respectively. On the date of the acquisition of Amba, it was combined with the Copal reporting unit to form the new Copal Amba reporting unit.

Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Rent Expense

The Company records rent expense on a straight-line basis over the life of the lease. In cases where there is a free rent period or future fixed rent escalations the Company will record a deferred rent liability. Additionally, the receipt of any lease incentives will be recorded as a deferred rent liability which will be amortized over the lease term as a reduction of rent expense.

Stock-Based Compensation

The Company records compensation expense for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans. The Company has also established a pool of additional paid-in capital related to the tax effects of employee share-based compensation, which is available to absorb any recognized tax deficiencies.

Derivative Instruments and Hedging Activities

Based on the Company's risk management policy, from time to time the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the balance sheet at their respective fair values. The changes in the value of derivatives that qualify as fair value hedges are recorded currently into earnings. Changes in the derivative's fair value that qualify as cash flow hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective, and such amounts are reclassified from accumulated other comprehensive income or loss to earnings in the same period or periods during which the hedged transaction affects income. Changes in the derivative's fair value that qualify as net investment hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the services have been provided and accepted by the customer when applicable, fees are determinable and the collection of resulting receivables is considered probable.

Pursuant to ASC Topic 605, when a sales arrangement contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available.

 The Company's products and services will generally continue to qualify as separate units of accounting under ASC Topic 605. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value to the customers and if the arrangement includes a customer refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company's control. In instances where the aforementioned criteria are not met, the deliverable is combined with the undelivered items and revenue recognition is determined as one single unit.

The Company determines whether its selling price in a multi-element transaction meets the VSOE criteria by using the price charged for a deliverable when sold separately. In instances where the Company is not able to establish VSOE for all deliverables in a multiple element arrangement, which may be due to the Company infrequently selling each element separately, not selling products within a reasonably narrow price range, or only having a limited sales history, the Company attempts to establish TPE for deliverables. The Company determines whether TPE exists by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. However, due to the difficulty in obtaining third party pricing, possible differences in its market strategy from that of its peers and the potential that products and services offered by the Company may contain a significant level of differentiation and/or customization such that the comparable pricing of products with similar functionality cannot be obtained, the Company generally is unable to reliably determine TPE. Based on the selling price hierarchy established by ASC Topic 605, when the Company is unable to establish selling price using VSOE or TPE, the Company will establish an ESP. ESP is the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The Company establishes its best estimate of ESP considering internal factors relevant to is pricing practices such as costs and margin objectives, standalone sales prices of similar products, percentage of the fee charged for a primary product or service relative to a related product or service, and customer segment and geography. Additional consideration is also given to market conditions such as competitor pricing strategies and market trend. The Company reviews its determination of VSOE, TPE and ESP on an annual basis or more frequently as needed.

In the MIS segment, revenue attributed to initial ratings of issued securities is recognized when the rating is issued. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of commercial mortgage-backed securities, derivatives, international residential mortgage-backed and asset-backed securities, issuers can elect to pay the monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities, which was approximately 30 years on a weighted average basis at December 31, 2013. At December 31, 2013, 2012 and 2011, deferred revenue related to these securities was approximately $97 million, $82 million, and $79 million.

Multiple element revenue arrangements in the MIS segment are generally comprised of an initial rating and the related monitoring service. Beginning January 1, 2010, in instances where monitoring fees are not charged for the first year monitoring effort, fees are allocated to the initial rating and monitoring services based on the relative selling price of each service to the total arrangement fees. The Company generally uses ESP in determining the selling price for its initial ratings as the Company rarely sells initial ratings separately without providing related monitoring services and thus is unable to establish VSOE or TPE for initial ratings. Prior to January 1, 2010 and pursuant to the previous accounting standards, for these types of arrangements the initial rating fee was first allocated to the monitoring service determined based on the estimated fair market value of monitoring services, with the residual amount allocated to the initial rating. Under ASU 2009-13 this practice can no longer be used for non-software deliverables upon the adoption of ASU 2009-13.

MIS estimates revenue for ratings of commercial paper for which, in addition to a fixed annual monitoring fee, issuers are billed quarterly based on amounts outstanding. Revenue is accrued each quarter based on estimated amounts outstanding and is billed when actual data is available. The estimate is determined based on the issuers' most recent reported quarterly data. At December 31, 2013, 2012 and 2011, accounts receivable included approximately $21 million, $22 million, and $24 million, respectively, related to accrued commercial paper revenue. Historically, MIS has not had material differences between the estimated revenue and the actual billings. Furthermore, for certain annual monitoring services, fees are not invoiced until the end of the annual monitoring period and revenue is accrued ratably over the monitoring period.

In the MA segment, products and services offered by the Company include software licenses and related maintenance, subscriptions, and professional services. Revenue from subscription based products, such as research and data subscriptions and certain software-based credit risk management subscription products, is recognized ratably over the related subscription period, which is principally one year. Revenue from sale of perpetual licenses of credit processing software is generally recognized at the time the product master or first copy is delivered or transferred to and accepted by the customer. If uncertainty exists regarding customer acceptance of the product or service, revenue is not recognized until acceptance occurs. Software maintenance revenue is recognized ratably over the annual maintenance period. Revenue from services rendered within the professional services line of business is generally recognized as the services are performed. A large portion of annual research and data subscriptions and annual software maintenance are invoiced in the months of November, December and January.

Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where a multiple element arrangement includes software and non-software deliverables, revenue is allocated to the non-software deliverables and to the software deliverables, as a group, using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. Revenue is recognized for each element based upon the conditions for revenue recognition noted above.

 If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is allocated to each software deliverable using VSOE. In the instances where the Company is not able to determine VSOE for all of the deliverables of an arrangement, the Company allocates the revenue to the undelivered elements equal to its VSOE and the residual revenue to the delivered elements. If the Company is unable to determine VSOE for an undelivered element, the Company defers all revenue allocated to the software deliverables until the Company has delivered all of the elements or when VSOE has been determined for the undelivered elements. In cases where software implementation services are considered essential and VSOE of fair value exists for post-contract customer support (“PCS”), once the delivery criteria has been met on the standard software, license and service revenue is recognized on a percentage-of-completion basis as implementation services are performed, while PCS is recognized over the coverage period.  If VSOE of fair value does not exist for PCS, once the delivery criteria has been met on the standard software, service revenue is recognized on a zero profit margin basis until essential services are complete, at which point total arrangement revenue is then spread ratably over the remaining PCS coverage period.

Accounts Receivable Allowances

Moody's records an allowance for estimated future adjustments to customer billings as a reduction of revenue, based on historical experience and current conditions. Such amounts are reflected as additions to the accounts receivable allowance. Additionally, estimates of uncollectible accounts are recorded as bad debt expense and are reflected as additions to the accounts receivable allowance. Actual billing adjustments and uncollectible account write-offs are recorded against the allowance. Moody's evaluates its accounts receivable allowance by reviewing and assessing historical collection and adjustment experience and the current status of customer accounts. Moody's also considers the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Based on its analysis, Moody's adjusts its allowance as considered appropriate in the circumstances.

Contingencies

From time to time, Moody's is involved in legal and tax proceedings, governmental investigations and inquiries, claims and litigation that are incidental to the Company's business, including claims based on ratings assigned by MIS. Moody's is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company's liabilities and contingencies in connection with these matters based upon the latest information available. Moody's discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

For claims, litigation and proceedings and governmental investigations and inquires not related to income taxes, where it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, the Company records liabilities in the consolidated financial statements and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In other instances, because of uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if significant. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. In view of the inherent difficulty of predicting the outcome of litigation, regulatory, governmental investigations and inquiries, enforcement and similar matters , particularly where the claimants seek large or indeterminate damages or where the parties assert novel legal theories or the matters involve a large number of parties, the Company cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also cannot predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition. However, in light of the large or indeterminate damages sought in some of them, the absence of similar court rulings on the theories of law asserted and uncertainties regarding apportionment of any potential damages, an estimate of the range of possible losses cannot be made at this time.

The Company's wholly-owned insurance subsidiary insures the Company against certain risks including but not limited to deductibles for worker's compensation, employment practices litigation and employee medical claims and terrorism, for which the claims are not material to the Company. In addition, for claim years 2008 and 2009, the insurance subsidiary insured the Company for defense costs related to professional liability claims. For matters insured by the Company's insurance subsidiary, Moody's records liabilities based on the estimated total claims expected to be paid and total projected costs to defend a claim through its anticipated conclusion. The Company determines liabilities based on an assessment of management's best estimate of claims to be paid and legal defense costs as well as actuarially determined estimates. The Cheyne SIV and Rhinebridge SIV matters more fully discussed in Note 18 are both cases from the 2008/2009 claims period, and accordingly these matters are covered by the Company's insurance subsidiary. Defense costs for matters not self-insured by the Company's wholly-owned insurance subsidiary are expensed as services are provided.

For income tax matters, the Company employs the prescribed methodology of  Topic 740 of the ASC which requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Operating Expenses

Operating expenses include costs associated with the development and production of the Company's products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred, except for certain costs related to software implementation services which are deferred until related revenue is recognized.  Additionally, certain costs incurred to develop internal use software are capitalized and depreciated over their estimated useful life.

Selling, General and Administrative Expenses

SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales of products. They also include items such as office rent, business insurance, professional fees and gains and losses from sales and disposals of assets. SG&A expenses are charged to income as incurred, except for certain expenses incurred to develop internal use software are capitalized and depreciated over their estimated useful life.

Redeemable Noncontrolling Interest

The Company records its redeemable noncontrolling interest at fair value on the date of the related business combination transaction. The redeemable noncontrolling interest represents noncontrolling shareholders' interest in entities which are controlled but not wholly-owned by Moody's and for which Moody's obligation to redeem the minority shareholders' interest is governed by a put/call relationship. Subsequent to the initial measurement, the redeemable noncontrolling interest is recorded at the greater of its redemption value or its carrying value at the end of each reporting period. If the redeemable noncontrolling interest is carried at its redemption value, the difference between the redemption value and the carrying value would be adjusted through capital surplus at the end of each reporting period. The Company also performs a quarterly assessment to determine if the aforementioned redemption value exceeds the fair value of the redeemable noncontrolling interest. If the redemption value of the redeemable noncontrolling interest were to exceed its fair value, the excess would reduce the net income attributable to Moody's shareholders.

Foreign Currency Translation

For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are accumulated in a separate component of shareholders' equity.

Comprehensive Income

Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including foreign currency translation impacts, net actuarial losses and net prior service costs related to pension and other retirement plans and gains and losses on derivative instruments.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.

The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

For certain of its non-U.S. subsidiaries, the Company has deemed the undistributed earnings relating to these subsidiaries to be indefinitely reinvested within its foreign operations. Accordingly, the Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future due to complexities in the tax laws and in the hypothetical calculations that would have to be made.

Fair Value of Financial Instruments

The Company's financial instruments include cash, cash equivalents, trade receivables and payables, all of which are short-term in nature and, accordingly, approximate fair value. Additionally, the Company invests in short-term investments that are carried at cost, which approximates fair value due to their short-term maturities. Also, the Company uses derivative instruments, as further described in Note 5, to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value on the Company's consolidated balance sheets. The Company also is subject to contingent consideration obligations related to certain of its acquisitions as more fully discussed in Note 9. These obligations are carried at their estimated fair value within the Company's consolidated balance sheets.

Fair value is defined by the ASC as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.

The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:

Level 1 : quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;

Level 2 : inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level 3 : unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.

Cash equivalents consist of investments in high quality investment-grade securities within and outside the U.S. The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds and issuers of high- grade commercial paper. Short-term investments primarily consist of certificates of deposit as of December 31, 2013 and 2012. The Company manages its credit risk exposure on cash equivalents and short-term investments by limiting the amount it can invest with any single issuer. No customer accounted for 10% or more of accounts receivable at December 31, 2013 or 2012.

Earnings per Share of Common Stock

Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding during the reporting period.

Pension and Other Retirement Benefits

Moody's maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company's best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market related value of plan assets which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.

The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates are used for, but not limited to, revenue recognition, accounts receivable allowances, income taxes, contingencies, valuation of long-lived and intangible assets, goodwill, pension and other retirement benefits, stock-based compensation, and depreciation and amortization rates for property and equipment and computer software..

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  The objective of this ASU is to improve reporting by requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of operations.  The amendments in this ASU are required to be applied prospectively and are effective for reporting periods beginning after December 15, 2012.  The Company has fully adopted all provisions of this ASU as of January 1, 2013, and the implementation did not have any impact on the Company's consolidated financial statements other than to provide additional footnote disclosure which in included in Note 11.

RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

NOTE 3 RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:

   Year Ended December 31,
   2013 2012 2011
Basic  219.4  223.2  226.3
Dilutive effect of shares issuable under stock-based compensation plans  4.1  3.4  3.1
Diluted  223.5  226.6  229.4
 Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above  4.0  7.5  10.6
        

The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of December 31, 2013, 2012 and 2011. These assumed proceeds include Excess Tax Benefits and any unrecognized compensation on the awards.

SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS

NOTE 4 SHORT-TERM INVESTMENTS

Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for use in the Company's operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit, are classified as held-to-maturity and therefore are carried at cost. The remaining contractual maturities of the short-term investments were one to nine months and one to 11 months as of December 31, 2013 and 2012, respectively. Interest and dividends are recorded into income when earned.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 5 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage the aforementioned financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.

Interest Rate Swaps

In the fourth quarter of 2010, the Company entered into interest rate swaps with a total notional amount of $300 million to convert the fixed interest rate on the Series 2005-1 Notes to a floating interest rate based on the 3-month LIBOR. The purpose of this hedge was to mitigate the risk associated with changes in the fair value of the Series 2005-1 Notes, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the Series 2005-1 Notes. The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest income (expense), net in the Company's consolidated statements of operations.

In May 2008, the Company entered into interest rate swaps with a total notional amount of $150 million to protect against fluctuations in the LIBOR-based variable interest rate on the 2008 Term Loan further described in Note 15. These interest rate swaps were designated as cash flow hedges. Accordingly, changes in the fair value of these swaps were recorded to other comprehensive income or loss, to the extent that the hedge was effective, and such amounts were reclassified to earnings in the same period during which the hedged transaction affected income. The 2008 Term Loan was repaid in full in May 2013 and the interest rate swaps have matured. Accordingly, all amounts in AOCI have been reclassified to interest income (expense), net in the Company's consolidated statements of operations.

 

Foreign Exchange Forwards

The Company also enters into foreign exchange forwards to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than the subsidiary's functional currency. These forward contracts are not designated as hedging instruments under the applicable sections of Topic 815 of the ASC. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income (expense), net in the Company's consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary's functional currency. These contracts have expiration dates at various times through March 2014.

The following table summarizes the notional amounts of the Company's outstanding foreign exchange forwards:

  December 31, December 31,
  2013 2012
Notional amount of Currency Pair:      
Contracts to purchase USD with euros $ 14.2 $ 34.3
Contracts to sell USD for euros $ 53.2 $ 48.4
Contracts to purchase USD with GBP $ - $ 2.1
Contracts to sell USD for GBP $ - $ 1.7
Contracts to purchase USD with other foreign currencies $ - $ 6.7
Contracts to sell USD for other foreign currencies $ - $ 5.1
Contracts to purchase euros with other foreign currencies  13.1  14.4
Contracts to purchase euros with GBP  22.1  -
Contracts to sell euros for GBP  -  8.9

Net Investment Hedges

The Company enters into foreign currency forward contracts to hedge the exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against adverse changes in foreign exchange rates. These forward contracts are designated as hedging instruments under the applicable sections of Topic 815 of the ASC. Hedge effectiveness is assessed based on the overall changes in the fair value of the forward contracts on a pre-tax basis. For hedges that meet the effectiveness requirements, any change in fair value for the hedge is recorded in OCI. Any change in the fair value of these hedges that is the result of ineffectiveness would be recognized immediately in other non-operating (expense) income in the Company's consolidated statements of operations. These outstanding contracts expire in March 2014 for contracts to sell euros for USD and in November 2014 for contracts to sell Japanese yen for USD.

The following table summarizes the notional amounts of the Company's outstanding foreign exchange forward contracts that are designated as net investment hedges:

 

 December 31, December 31,
 2013 2012
Notional amount of Currency Pair:     
Contracts to sell euros for USD 50.0  50.0
Contracts to sell Japanese yen for USD¥ 19,700 ¥ -

The table below shows the classification between assets and liabilities on the Company's consolidated balance sheets for the fair value of the derivative instruments:

     Fair Value of Derivative Instruments
      Balance Sheet Location  December 31, 2013  December 31, 2012
Assets:       
Derivatives designated as accounting hedges:      
  Interest rate swaps  Other assets $ 10.3 $13.8
  FX forwards on net investment in certain foreign subsidiaries  Other current assets   9.3   -
 Total derivatives designated as accounting hedges      19.6   13.8
Derivatives not designated as accounting hedges:          
  FX forwards on certain assets and liabilities  Other current assets   0.9   1.4
Total       $ 20.5 $ 15.2
Liabilities:           
Derivatives designated as accounting hedges:         
  Interest rate swaps  Accounts payable and accrued liabilities $ - $ 0.7
  FX forwards on net investment in certain foreign subsidiaries  Accounts payable and accrued liabilities   1.0   1.0
 Total derivatives designated as accounting hedges      1.0   1.7
Derivatives not designated as accounting hedges:          
   FX forwards on certain assets and liabilities  Accounts payable and accrued liabilities   0.7   0.7
             
Total    $ 1.7 $ 2.4

The following table summarizes the net gain (loss) on the Company's foreign exchange forwards which are not designated as hedging instruments as well as the gain (loss) on the interest rate swaps designated as fair value hedges:

  Amount of Gain (Loss) Recognized in consolidated statement of operations
  Year Ended December 31,
Derivatives designated as accounting hedgesLocation on Consolidated Statements of Operations 2013  2012 2011
Interest rate swapsInterest Expense (expense), net$ 4.2 $ 3.6  4.1
Derivatives not designated as accounting hedges        
Foreign exchange forwardsOther non-operating (expense) income$ 2.1 $ 0.9  (1.4)
         

The following table provides information on gains (losses) on the Company's cash flow hedges:

Derivatives in Cash Flow Hedging Relationships Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion) Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  Year Ended December 31,   Year Ended December 31,   Year Ended December 31,
  2013 2012 2011   2013 2012 2011   2013 2012 2011
FX options $ - $ - $ - Revenue $ - $ - $ (0.2) Revenue $ - $ - $ -
Interest rate swaps   -   (0.1)   (0.6) Interest income(expense), net   (0.7)   (2.4)   (3.0) N/A   -   -   -
Total $ - $ (0.1) $ (0.6)   $ (0.7) $ (2.4) $ (3.2)   $ - $ - $ -

All gains and losses on derivatives designated as cash flow hedges are initially recognized through OCI. Realized gains and losses reported in AOCI are reclassified into earnings (into revenue for FX options and into interest income (expense), net for the interest rate swaps) as the underlying transaction is recognized.

The following table provides information on gains (losses) on the Company's net investment hedges:

 

Derivatives in Net Investment Hedging Relationships Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion) Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  Year Ended December 31,   Year Ended December 31,   Year Ended December 31,
  2013 2012   2013 2012   2013 2012
FX forwards $ 3.7 $ (2.2) N/A $ - $ - N/A $ - $ -
Total $ 3.7 $ (2.2)   $ - $ -   $ - $ -

All gains and losses on derivatives designated as net investment hedges are recognized through OCI.

The cumulative amount of hedge gain (losses) recorded in AOCI relating to derivative instruments is as follows:

 

  Gains (Losses), net of tax
  December 31, 2013 December 31, 2012
     
FX forwards on net investment hedges$ 1.5 $ (2.2)
Interest rate swaps  -   (0.7)
 Total$ 1.5 $ (2.9)
       
 
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET

NOTE 6 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:

  December 31,
  2013 2012
Office and computer equipment (2 - 20 year estimated useful life)$ 129.7 $ 119.7
Office furniture and fixtures (5 - 10 year estimated useful life)  40.6   40.3
Internal-use computer software (3 - 5 year estimated useful life)  284.9   263.9
Leasehold improvements (3 - 20 year estimated useful life)  199.2   197.5
 Total property and equipment, at cost  654.4   621.4
Less: accumulated depreciation and amortization  (375.7)   (314.3)
Total property and equipment, net$ 278.7 $ 307.1

Depreciation and amortization expense related to the above assets was $ 65 million, $63.4 million, and $58.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

ACQUISITIONS
0 Months Ended 12 Months Ended
Dec. 11, 2013
Dec. 31, 2013
ACQUISITIONS

Amba Investment Services

On December 10, 2013, Copal Partners Limited, a majority-owned subsidiary of the Company, acquired 100% of Amba Investment Services, a provider of investment research and quantitative analytics for global financial institutions. Amba currently operates within the PS LOB of MA and will bolster the research and analytical capabilities offered by MA through Copal, a majority of which was acquired in December 2011.

The table below details the total consideration transferred to the sellers of Amba:

Current assets include acquired cash of approximately $16 million. Additionally, current assets includes gross accounts receivable of approximately $6 million, of which an immaterial amount is not expected to be collectible. The acquired goodwill, which has been assigned to the MA segment, will not be deductible for tax.

In connection with the acquisition, the Company assumed liabilities relating to certain UTPs. These UTPs are included in the liabilities assumed in the table above. The sellers have contractually indemnified the Company against any potential payments that may have to be made regarding these UTPs. Accordingly, the Company carries an indemnification asset on its consolidated balance sheet at December 31, 2013.

As of the date of the acquisition, Amba was integrated with Copal to form the Copal Amba reporting unit.

 

ACQUISITIONS

NOTE 7 ACQUISITIONS

All of the acquisitions described below were accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at their acquisition date fair value.    Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. For all of the acquisitions described below, the Company has not presented proforma combined results for the acquisitions because the impact on previously reported statements of operations would not have been material. Furthermore, for all acquisitions described below, the amount of revenue and expenses in the year of acquisition from the acquisition date through the end of the year was not material. These acquisitions are discussed below in more detail.

Cash paid $ 67.2
Contingent consideration liability assumed  4.3
Additional purchase price to be paid in 2014 based on final working capital acquired  0.1
Total fair value of consideration transferred$ 71.6

The cash payment to the sellers was funded by using Moody's non-U.S. cash on hand.

The purchase agreement contains a provision for a contingent cash payment to the sellers valued at $4.3 million at the acquisition date. This contingent cash payment is dependent on Amba achieving certain revenue targets for the period from the acquisition date through March 31, 2014. At December 31, 2013, financial projections for Amba indicate that it will achieve the revenue targets set forth in the purchase agreement. Any contingent consideration arising from the acquisition of Amba will be paid to the sellers during 2014.

The Company incurred approximately $1 million of costs directly related to the acquisition of Amba during the year ended December 31, 2013. These costs, which primarily consist of consulting and legal fees, are recorded within selling, general and administrative expenses in the Company's consolidated statements of operations.

Shown below is the purchase price allocation, which summarizes the fair value of the assets acquired and the liabilities assumed, at the date of acquisition:

 

Current assets   $ 23.7
Property and equipment, net     0.4
Intangible assets:     
 Trade name (7 year weighted average life)$ 3.3   
 Client relationships (12 year weighted average life)  26.7   
 Other (3 year weighted average life)  1.6   
 Total intangible assets (11 year weighted average life)     31.6
Goodwill     34.5
Indemnification asset     10.4
Other assets     2.0
Liabilities assumed     (31.0)
Net assets acquired   $ 71.6

Barrie & Hibbert, Limited

On December 16, 2011, a subsidiary of the Company acquired Barrie & Hibbert Limited, a provider of risk management modeling tools for insurance companies worldwide. B&H operates within the ERS LOB of MA, broadening MA's suite of software solutions for the insurance and pension sectors.

The aggregate purchase price was $79.5 million in cash payments to the sellers and was funded by using Moody's non-U.S. cash on hand.

Shown below is the purchase price allocation, which summarizes the fair values of the assets acquired, and liabilities assumed, at the date of acquisition:

 

Current assets   $ 15.2
Property and equipment, net     0.7
Intangible assets:     
 Trade name (5 year weighted average life)$ 1.9   
 Client relationships (18 year weighted average life)  8.3   
 Software (7 year weighted average life)  16.8   
 Other intangibles (2 year weighted average life)  0.1   
 Total intangible assets (12 year weighted average life)     27.1
Goodwill     54.6
Liabilities assumed     (18.1)
Net assets acquired   $ 79.5

Current assets include acquired cash of approximately $10 million. The acquired goodwill will not be deductible for tax. B&H operates within the ERS reporting unit and goodwill associated with the acquisition was part of the ERS reporting unit within the MA segment as of the acquisition date.

The Company incurred approximately $1 million of costs directly related to the acquisition of B&H during the year ended December 31, 2011. These costs, which primarily consisted of consulting and legal fees, are recorded within selling, general and administrative expenses in the Company's consolidated statements of operations.

 

Copal Partners

On November 4, 2011, subsidiaries of the Company acquired a 67% interest in Copal Partners Limited and a 100% interest in two related entities that were wholly-owned by Copal Partners Limited (together herein referred to as “Copal”). These acquisitions resulted in the Company obtaining an approximate 75% economic ownership interest in the Copal group of companies. Copal is a provider of outsourced research and consulting services to the financial services industry. Copal operates within the PS LOB of MA and complements the other product and services offered by MA.  The table below details the total consideration transferred to the sellers of Copal:

 

Cash paid $ 125.0
Put/call option for non-controlling interest  68.0
Contingent consideration liability assumed  6.8
Total fair value of consideration transferred$ 199.8

In conjunction with the purchase, the Company and the non-controlling shareholders entered into a put/call option agreement whereby the Company has the option to purchase from the non-controlling shareholders and the non-controlling shareholders have the option to sell to the Company the remaining 33% ownership interest of Copal Partners Limited based on a strike price to be calculated on pre-determined formulas using a combination of revenue and EBITDA multiples when exercised. The value of the estimated put/call option strike price on the date of acquisition was based on a Monte Carlo simulation model. This model contemplated multiple scenarios which simulated certain of Copal's revenue, EBITDA margins and equity values to estimate the present value of the expected strike price of the option. In connection with the acquisition of Amba in December 2013, which was combined with Copal to form the Copal Amba reporting unit, the aforementioned revenue and EBITDA multiples set forth in the original put/call option agreement were modified to include the results of Amba. The option is subject to a minimum exercise price of $46 million. There is no limit as to the maximum amount of the strike price on the put/call option.

Additionally, as part of the consideration transferred, the Company issued a note payable of $14.2 million to the sellers which is more fully discussed in Note 15. The Company has a right to reduce the amount payable under this note in accordance with certain indemnification arrangements which are more fully discussed below. Accordingly, this note payable is not carried on the consolidated balance sheet as of December 31, 2013 and 2012 in accordance with these indemnification arrangements.

Also, the purchase agreement contains several different provisions for contingent cash payments to the sellers valued at $6.8 million at the acquisition date. A portion of the contingent cash payments are based on revenue and EBITDA growth for certain of the acquired Copal entities. This growth is calculated by comparing revenue and EBITDA in the year immediately prior to the exercise of the aforementioned put/call option to revenue and EBITDA in the year ended December 31, 2011. There are no limitations set forth in the acquisition agreement relating to the amount payable under this contingent payment arrangement. Payments under this arrangement, if any, would be made upon the exercise of the put/call option. Other contingent cash payments, which have been fully settled as of December 31, 2013, were based on the achievement of revenue targets for 2012 and 2013, with certain limits on the amount of revenue that can be applied to the calculation of the contingent payment. Further information on the inputs and methodologies utilized to derive the fair value of these contingent consideration liabilities outstanding at December 31, 2013 are discussed in Note 9.

The Company incurred approximately $7 million of costs directly related to the acquisition of Copal during the year ended December 31, 2011. These costs, which primarily consist of consulting and legal fees, are recorded within selling, general and administrative expenses in the Company's consolidated statements of operations.

Shown below is the purchase price allocation, which summarizes the fair values of the assets acquired and liabilities assumed, at the date of acquisition:

 

Current assets   $ 15.5
Property and equipment, net     0.5
Intangible assets:     
 Trade name (15 year weighted average life)$ 8.6   
 Client relationships (16 year weighted average life)  66.2   
 Other (2 year weighted average life)  4.4   
 Total intangible assets (15 year weighted average life)     79.2
Goodwill     136.9
Indemnification asset     18.8
Other assets     6.6
Liabilities assumed     (57.7)
Net assets acquired   $ 199.8

Current assets include acquired cash of approximately $7 million. The acquired goodwill, which has been assigned to the MA segment, will not be deductible for tax.

In connection with the acquisition, the Company assumed liabilities relating to UTPs. These UTPs are included in the liabilities assumed in the table above. The sellers have contractually indemnified the Company against any potential payments that may have to be made regarding these UTPs. Under the terms of the acquisition agreement, a portion of the purchase price was remitted to an escrow agent for various uncertainties associated with the transaction of which a portion relates to these UTPs. Additionally, the Company is contractually indemnified for payments in excess of the amount paid into escrow via a reduction to the amount payable under the aforementioned note payable issued to the sellers. Accordingly, the Company carries an indemnification asset on its consolidated balance sheet at December 31, 2013 and 2012 for which a portion has been offset by the note payable in the amount of $14.2 million.

As of the date of this acquisition through the Amba acquisition date, Copal operated as its own reporting unit. Accordingly, goodwill associated with the acquisition was part of the Copal reporting unit within the MA segment through December 10, 2013. On December 10, 2013, Amba was combined with the Copal reporting unit to form the new Copal Amba reporting unit.

 

GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

NOTE 8 GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill:

  Year Ended December 31,2013
  MIS MA Consolidated
  Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill
Balance at beginning of year$ 11.5 $ - $ 11.5 $ 637.8 $ (12.2) $ 625.6 $ 649.3 $ (12.2) $ 637.1
                            
Additions/adjustments  -   -   -   34.5   -   34.5   34.5   -   34.5
Foreign currency translation adjustments  (0.1)   -   (0.1)   (6.3)   -   (6.3)   (6.4)   -   (6.4)
                     -   -   
Ending balance$ 11.4 $ - $ 11.4 $ 666.0 $ (12.2) $ 653.8 $ 677.4 $ (12.2) $ 665.2
                            
  Year Ended December 31,2012
  MIS MA Consolidated
  Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill
Balance at beginning of year$ 11.0 $ - $ 11.0 $ 631.9 $  $ 631.9 $ 642.9 $ - $ 642.9
                            
Additions/adjustments  -   -   -   (4.4)      (4.4)   (4.4)   -   (4.4)
Impairment charge  -   -   -   -   (12.2)   (12.2)   -   (12.2)   (12.2)
Foreign currency translation adjustments  0.5   -   0.5   10.3      10.3   10.8   -   10.8
                            
Ending balance$ 11.5 $ - $ 11.5 $ 637.8 $ (12.2) $ 625.6 $ 649.3 $ (12.2) $ 637.1
                           

The 2013 additions for the MA segment relate to the acquisition of Amba in the fourth quarter of 2013. The 2012 additions/adjustments for the MA segment relate to the acquisitions of Copal and B&H in the fourth quarter of 2011, more fully discussed in Note 7.

The impairment charge in the table above relates to goodwill in the FSTC reporting unit within MA. The Company evaluates its goodwill for potential impairment annually on July 31 or more frequently if impairment indicators arise throughout the year. Projected operating results for the FSTC reporting unit at December 31, 2012 were lower than projections utilized for the annual impairment analysis performed at July 31, 2012 reflecting a contraction in spending for training and certification services at the time for many individuals and global financial institutions amidst macroeconomic uncertainties in the prior year. Based on this trend and overall macroeconomic uncertainties at the time, the Company lowered its cash flow forecasts for this reporting unit in the fourth quarter of 2012. Accordingly, the Company performed another goodwill impairment assessment as of December 31, 2012 which resulted in an impairment charge of $12.2 million. The fair value of the FSTC reporting unit utilized in the impairment assessment was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples. There was no goodwill impairment in 2013.

Acquired intangible assets consisted of:

   December 31,
   2013 2012
Customer relationships$ 237.4 $ 219.6
Accumulated amortization  (86.6)   (74.0)
 Net customer relationships  150.8   145.6
Trade secrets  31.1   31.4
Accumulated amortization  (18.5)   (16.0)
 Net trade secrets  12.6  - 15.4
Software  71.0   73.2
Accumulated amortization  (38.8)   (33.7)
 Net software  32.2  - 39.5
Trade names  31.3   28.3
Accumulated amortization  (11.7)   (10.3)
 Net trade names  19.6  - 18.0
Other  26.1   24.9
Accumulated amortization  (19.7)   (16.9)
 Net other  6.4  - 8.0
  Total$ 221.6 $ 226.5

Other intangible assets primarily consist of databases and covenants not to compete. Amortization expense relating to intangible assets is as follows:

 Year Ended December 31,
 2013 2012 2011
Amortization expense$ 28.0 $30.1 $20.5

Estimated future annual amortization expense for intangible assets subject to amortization is as follows:

Year Ended December 31,   
2014  $25.9
2015   24.3
2016   23.7
2017   21.0
2018   16.0
Thereafter   110.7

Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In conjunction with the assessment of goodwill impairment at July 31, 2012, the Company reviewed the recoverability of certain customer lists within its FSTC reporting unit. This review resulted in an impairment of approximately $1 million in the third quarter of 2012 which is recorded in depreciation and amortization expense in the consolidated statement of operations. The fair value of these customer lists was determined using a discounted cash flow analysis. The Company again reviewed the recoverability of these customer lists in the fourth quarter of 2012 in conjunction with the quantitative goodwill impairment test performed at December 31, 2012 for the FSTC reporting unit. Based on this assessment, there was no further impairment of the customer lists in the fourth quarter of 2012. For all intangible assets, there were no such events or changes during 2013 that would indicate that the carrying amount of amortizable intangible assets in any of the Company's reporting units may not be recoverable. This determination was made based on improving market conditions for the reporting unit where the intangible asset resides and an assessment of projected cash flows for all reporting units. Additionally, there were no events or circumstances during 2013 that would indicate the need for an adjustment of the remaining useful lives of these amortizable intangible assets.

FAIR VALUE
FAIR VALUE

NOTE 9 FAIR VALUE

The table below presents information about items, which are carried at fair value on a recurring basis at December 31, 2013 and 2012:

 

    Fair Value Measurement as of December 31, 2013
 Description Balance Level 1 Level 2 Level 3
Assets:            
 Derivatives (a) $ 20.5 $ - $ 20.5 $ -
 Total $ 20.5 $ - $ 20.5 $ -
               
Liabilities:            
 Derivatives (a) $ 1.7 $ - $ 1.7 $ -
 Contingent consideration arising from acquisitions (b)  17.5   -   -   17.5
 Total $ 19.2 $ - $ 1.7 $ 17.5
               
    Fair Value Measurement as of December 31, 2012
 Description Balance Level 1 Level 2 Level 3
Assets:            
 Derivatives (a) $ 15.2 $ - $ 15.2 $ -
 Total $ 15.2 $ - $ 15.2 $ -
Liabilities:            
 Derivatives (a) $ 2.4 $ - $ 2.4 $ -
 Contingent consideration arising from acquisitions (b)  9.0   -   -   9.0
 Total $ 11.4 $ - $ 2.4 $ 9.0
               
               
(a) Represents interest rate swaps and FX forwards on certain assets and liabilities as well as on certain non-U.S. dollar net investments in certain foreign subsidiaries more fully discussed in Note 5
               
(b) Represents contingent consideration liabilities pursuant to the agreements for certain MA acquisitions
               
               

The following table summarizes the changes in the fair value of the Company's Level 3 liabilities:

 

       Contingent Consideration
       Year Ended
       December 31,
       2013 2012
 Balance as of January 1 $ 9.0 $ 9.1
 Contingent consideration assumed in acquisition of Amba   4.3   -
 Contingent consideration payments   (2.5)   (0.5)
  Losses included in earnings   6.9   0.1
 Foreign currency translation adjustments   (0.2)   0.3
 Balance as of December 31 $ 17.5 $ 9.0

The losses included in earnings in the table above are recorded within SG&A expenses in the Company's consolidated statements of operations and relate to contingent consideration obligations outstanding at December 31, 2013.

Of the $ 17.5 million of contingent consideration obligations as of December 31, 2013, $4.3 million is classified in accounts payable and accrued liabilities and $13.2 million is classified in other liabilities within the Company's consolidated balance sheet.

The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts and contingent consideration obligations:

Derivatives:

In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.

Contingent Consideration:

At December 31, 2013, the Company has contingent consideration obligations related to the acquisitions of CSI, Copal and Amba which are carried at estimated fair value, and are based on certain financial and non-financial metrics set forth in the acquisition agreements. These obligations are measured using Level 3 inputs as defined in the ASC. The Company has recorded the obligations for these contingent consideration arrangements on the date of each respective acquisition based on management's best estimates of the achievement of the metrics and the value of the obligations are adjusted quarterly.

The contingent consideration obligation for CSI is based on the achievement of a certain contractual milestone by January 2016. The Company utilizes a discounted cash flow methodology to value this obligation. The future expected cash flow for this obligation is discounted using an interest rate available to borrowers with similar credit risk profiles to that of the Company. The most significant unobservable input involved in the measurement of this obligation is the probability that the milestone will be reached by January 2016. At December 31, 2013, the Company expects that this milestone will be reached by the aforementioned date.

For certain of the contingent consideration obligations relating to the acquisition of Copal, a portion of the contingent cash payments are based on revenue and EBITDA growth for certain of the Copal entities. This growth is calculated by comparing revenue and EBITDA in the year immediately prior to the exercise of the put/call option to acquire the remaining 33% ownership interest of Copal Partners Limited which the Company does not currently own, to revenue and EBITDA in Copal's fiscal year ended March 31, 2011. There are no limitations set forth in the acquisition agreement relating to the amount payable under this contingent consideration arrangement. Payments under this arrangement, if any, would be made upon the exercise of the aforementioned put/call option, which expires in November 2017. Other contingent cash payments were based on the achievement of revenue targets for Copal's fiscal year ended March 31, 2012 and 2013, with certain limits on the amount of revenue that could be applied to the calculation of these contingent payments. Each of these contingent payments had a maximum payout of $2.5 million and have been settled as of December 31, 2013. The Company utilizes discounted cash flow methodologies to value these obligations. The expected future cash flows for the outstanding obligations are discounted using a risk-free interest rate plus a credit spread based on the option adjusted spread of the Company's publicly traded debt as of the valuation date. The most significant unobservable input involved in the measurement of these obligations is the projected future financial results of the applicable Copal entities. Also, the remaining outstanding obligations are dependent upon the exercise of the call/put option and the Company has utilized a Monte Carlo simulation model to estimate when the option will be exercised, thus triggering the payment of contingent consideration.

For the contingent consideration obligations relating to the acquisition of Amba, the payment is based on the acquired entity achieving a revenue target for its fiscal year ended March 31, 2014. The Company has utilized a discounted cash flow methodology to value this obligation. Due to the short proximity from the Company's year end to the anticipated payment date in 2014, the expected gross payments of $4.3 million due to the sellers approximates fair value at December 31, 2013. The most significant unobservable input involved in the measurement of this obligation is the probability that Amba will meet the aforementioned revenue target. At December 31, 2013, the Company expects that Amba will meet this revenue target and that $4.3 million in contingent consideration payments will be made in 2014.

A significant increase or decrease in any of the aforementioned significant unobservable inputs related to the fair value measurement of the Company's contingent consideration obligations would result in a significantly higher or lower reported fair value for these obligations.

 

DETAIL OF CERTAIN BALANCE SHEET INFORMATION
DETAIL OF CERTAIN BALANCE SHEET INFORMATION

NOTE 10 DETAIL OF CERTAIN BALANCE SHEET INFORMATION

The following tables contain additional detail related to certain balance sheet captions:

  December 31,
  2013 2012
Other current assets:     
 Prepaid taxes$ 40.0 $ 31.8
 Prepaid expenses  48.1   47.3
 Other   26.3   12.8
 Total other current assets$ 114.4 $ 91.9
       
  December 31,
  2013 2012
Other assets:     
 Investments in joint ventures$ 37.5 $ 38.3
 Deposits for real-estate leases  10.3   10.0
 Indemnification assets related to acquisitions  27.0   18.7
 Other  37.3   29.0
 Total other assets$ 112.1 $ 96.0
       
  December 31,
  2013 2012
Accounts payable and accrued liabilities:     
 Salaries and benefits$ 77.1 $ 79.2
 Incentive compensation  135.9   162.6
 Profit sharing contribution  -   12.6
 Customer credits, advanced payments and advanced billings  21.7   21.5
 Self-insurance reserves  27.6   55.8
 Dividends  65.5   47.7
 Professional service fees  32.9   30.2
 Interest accrued on debt  36.3   23.4
 Accounts payable  16.4   14.3
 Income taxes (see Note 14)  47.5   56.1
 Pension and other retirement employee benefits (see Note 12)  7.0   4.4
 Other  71.0   47.5
 Total accounts payable and accrued liabilities$ 538.9 $ 555.3
       
  December 31,
  2013 2012
Other liabilities:     
 Pension and other retirement employee benefits (see Note 12)$ 164.0 $ 213.3
 Deferred rent-non-current portion  106.3   110.2
 Interest accrued on UTPs  18.0   10.6
 Legacy and other tax matters  15.4   37.1
 Other  56.5   38.9
 Total other liabilities$ 360.2 $ 410.1

Redeemable Noncontrolling Interest:

The following table shows changes in the redeemable noncontrolling interest related to the acquisition of Copal:

       
       
       
  Year Ended December 31,
   2013  2012
(in millions)Redeemable Noncontrolling Interest
       
Balance January 1,$ 72.3 $ 60.5
 Adjustment due to right of offset for UTPs*  -   6.8
 Net earnings  5.8   3.6
 Dividends  (6.0)   (3.6)
 FX translation  -   1.6
 Adjustment to redemption value  7.9   3.4
Balance December 31,$ 80.0 $ 72.3
       
 * Relates to an adjustment for the right of offset pursuant to the Copal acquisition agreement whereby the amount due to the sellers under the put/call arrangement is reduced by the amount of UTPs that the Company may be required to pay. See Note 7 for further detail on this arrangement.

Changes in the Company's self-insurance reserves are as follows:

           
           
           
  Year Ended December 31, 
(in millions) 2013  2012  2011 
Balance January 1,$ 55.8 $ 27.1 $ 30.0 
 Accruals (reversals), net  (0.9)   38.1   10.9 
 Payments  (27.3)   (9.4)   (13.8) 
Balance December 31,$ 27.6 $ 55.8 $ 27.1 
           
 Refer to the "Contingencies" accounting policy in Note 2 for further information on the Company's self-insurance reserves. These reserves primarily relate to legal defense costs for claims from 2008 and 2009. 
PENSION AND OTHER RETIREMENT BENEFITS
PENSION AND OTHER RETIREMENT BENEFITS

NOTE 12 PENSION AND OTHER RETIREMENT BENEFITS  

 

   Pension Plans Other Retirement Plans
   2013 2012  2013 2012
Change in benefit obligation:             
 Benefit obligation, beginning of the period $ (356.3) $ (298.8)  $ (21.8) $ (20.2)
  Service cost   (19.8)   (18.9)    (1.7)   (1.5)
  Interest cost    (13.5)   (13.1)    (0.8)   (0.7)
  Plan participants’ contributions    -   -    (0.3)   (0.3)
  Benefits paid    5.3   5.7    0.6   1.0
  Actuarial gain (loss)    (0.7)   (11.0)    1.0   1.1
  Assumption changes    37.9   (20.2)    2.3   (1.2)
                
 Benefit obligation, end of the period   (347.1)   (356.3)    (20.7)   (21.8)
                
Change in plan assets:             
 Fair value of plan assets, beginning of the period   167.6   133.0    -   -
  Actual return on plan assets   23.0   19.0    -   -
  Benefits paid    (5.3)   (5.7)    (0.6)   (1.0)
  Employer contributions   19.3   21.3    0.3   0.7
  Plan participants' contributions   -   -    0.3   0.3
                
 Benefit obligation, end of the period   204.6   167.6    -   -
                
Funded Status of the plans   (142.5)   (188.7)    (20.7)   (21.8)
                
Amounts recorded on the consolidated balance sheets:             
 Pension and retirement benefits liability - current   (6.2)   (3.6)    (0.8)   (0.8)
 Pension and retirement benefits liability - non current   (136.3)   (185.1)    (19.9)   (21.0)
                
Net amount recognized $ (142.5) $ (188.7)  $ (20.7) $ (21.8)
                
Accumulated benefit obligation, end of the period $ (298.5) $ (298.4)       
                

The following information is for those pension plans with an accumulated benefit obligation in excess of plan assets:

 

  December 31,
  2013 2012
Aggregate projected benefit obligation  $ 347.1 $356.3
Aggregate accumulated benefit obligation  $ 298.5 $298.4
Aggregate fair value of plan assets  $ 204.6 $167.6

The following table summarizes the pre-tax net actuarial losses and prior service cost recognized in AOCI for the Company's Retirement Plans as of December 31:

 

  Pension Plans  Other Retirement Plans
  2013 2012 2013 2012
Net actuarial losses $ (84.6) $ (142.7) $ (2.4) $ (6.0)
Net prior service costs    (3.3)   (4.0)   -   -
             
Total recognized in AOCI- pretax  $ (87.9) $ (146.7) $ (2.4) $ (6.0)

The following table summarizes the estimated pre-tax net actuarial losses and prior service cost for the Company's Retirement Plans that will be amortized from AOCI and recognized as components of net periodic expense during the next fiscal year:

 

Net periodic benefit expenses recognized for the Retirement Plans for years ended December 31:

 

  Pension Plans  Other Retirement Plans
  2013 2012 2011 2013 2012 2011
Components of net periodic expense                   
Service cost  $ 19.8 $ 18.9 $ 15.1 $ 1.7 $ 1.5 $ 1.1
Interest cost   13.5  13.1  13.1   0.8  0.7  0.8
Expected return on plan assets    (12.9)   (12.5)   (11.9)   -   -   -
Amortization of net actuarial loss from earlier periods   10.8  9.1  5.0   0.3  0.3  0.3
Amortization of net prior service costs from earlier periods   0.6  0.7  0.6   -   -   -
Settlement charges    -   -  1.6   -   -   -
                   
Net periodic expense  $ 31.8 $ 29.3 $ 23.5 $ 2.8 $ 2.5 $ 2.2
                   

The following table summarizes the pre-tax amounts recorded in OCI related to the Company's Retirement Plans for the years ended December 31:

 

             
  Pension Plans  Other Retirement Plans
 2013 2012 2013 2012
Amortization of net actuarial losses  $ 10.8  $ 9.1 $ 0.3 $ 0.3
Amortization of prior service costs   0.6  0.7   -   -
Net actuarial loss arising during the period    47.3   (24.7)   3.3   (0.2)
             
Total recognized in OCI – pre-tax  $ 58.7  $ (14.9) $ 3.6 $ 0.1
             

  Pension Plans  Other Retirement Plans
  2013 2012 2013 2012
Discount rate  4.71% 3.82% 4.45% 3.55%
Rate of compensation increase  4.00% 4.00%  -  -

Weighted-average assumptions used to determine net periodic benefit expense for years ended December 31:

 

  Pension Plans  Other Retirement Plans
 2013 2012 2011 2013 2012 2011
Discount rate  3.82% 4.25% 5.39% 3.55% 4.05% 5.15%
Expected return on plan assets  7.30% 7.85% 8.35%  -  -  -
Rate of compensation increase  4.00% 4.00% 4.00%  -  -  -

The expected rate of return on plan assets represents the Company's best estimate of the long-term return on plan assets and is determined by using a building block approach, which generally weighs the underlying long-term expected rate of return for each major asset class based on their respective allocation target within the plan portfolio, net of plan paid expenses. As the assumption reflects a long-term time horizon, the plan performance in any one particular year does not, by itself, significantly influence the Company's evaluation. For 2013, the expected rate of return used in calculating the net periodic benefit costs was 7.30%. For 2014, the Company reduced the expected rate of return assumption to 6.80% to reflect the Company's current view of long-term capital market outlook and is commensurate with the returns expected to be generated by the plan assets under Company's current investment strategy.

 

Assumed Healthcare Cost Trend Rates at December 31:

 

  2013 2012 2011
  Pre-age 65   Post-age 65  Pre-age 65  Post-age 65  Pre-age 65  Post-age 65
Healthcare cost trend rate assumed  8.2%  7.3% 6.9% 7.9% 7.4% 8.4%
for the following year  
    
Ultimate rate to which the cost trend  5.0% 5.0% 5.0%
rate is assumed to decline (ultimate        
trend rate)        
    
Year that the rate reaches the ultimate trend rate  20282026 2020 2020
              

Plan Assets

Moody's investment objective for the assets in the funded pension plan is to earn total returns that will minimize future contribution requirements over the long-term within a prudent level of risk. The Company works with its independent investment consultants to determine asset allocation targets for its pension plan investment portfolio based on its assessment of business and financial conditions, demographic and actuarial data, funding characteristics, and related risk factors. Other relevant factors, including historical and forward looking views of inflation and capital market returns, are also considered. Risk management practices include monitoring of the plan, diversification across asset classes and investment styles, and periodic rebalancing toward asset allocation targets. The Company's monitoring of the plan includes ongoing reviews of investment performance, annual liability measurements, periodic asset/liability studies, and investment portfolio reviews.

The Company's current target asset allocation is approximately 60% (range of 50% to 70%) in equity securities, 30% (range of 25% to 35%) in fixed income securities and 10% (range of 7% to 13% ) in other investments and the plan will use a combination of active and passive investment strategies and different investment styles for its investment portfolios within each asset class. The plan's equity investments are diversified across U.S. and non-U.S. stocks of small, medium and large capitalization. The plan's fixed income investments are diversified principally across U.S. and non-U.S. government and corporate bonds which are expected to help reduce plan exposure to interest rate variation and to better align assets with obligations. Approximately 3% of total plan assets may be invested in funds which invest in debts rated below investment grade and 3% may be invested in emerging market debt. The plan's other investments are made through private real estate and convertible securities funds and these investments are expected to provide additional diversification benefits and absolute return enhancement to the plan assets. The Company does not use derivatives to leverage the portfolio. The overall allocation is expected to help protect the plan's funded status while generating sufficiently stable returns over the long-term.

Fair value of the assets in the Company's funded pension plan by asset category at December 31, 2013 and 2012 are as follows:

 

   Fair Value Measurement as of December 31, 2013
Asset Category Balance Level 1 Level 2 Level 3 % of total assets
Cash and cash equivalent $ 0.4 $ - $ 0.4 $ -  -
Emerging markets equity fund   14.6 $ 14.6 $ -   - 7%
Common/collective trust funds - equity securities              
 U.S. large-cap   44.5   -   44.5   - 22%
 U.S. small and mid-cap   15.3   -   15.3   - 7%
 International   58.2   -   58.2   - 29%
Total equity investments   132.6 - - 14.6 -  118.0 -  - 65%
Common/collective trust funds - fixed income securities              
 Long-term government/treasury bonds   13.7   -   13.7   - 7%
 Long-term investment grade corporate bonds   15.4   -   15.4   - 7%
 U.S. Treasury Inflation-Protected Securities (TIPs)   8.7   -   8.7   - 4%
 Emerging markets bonds   5.8   -   5.8   - 3%
 High yield bonds   6.1   -   6.1   - 3%
Total fixed-income investments   49.7 -  - -  49.7 -  - 24%
Common/collective trust funds - convertible securities   6.3   -   6.3   - 3%
Private real estate fund   15.6   -   -   15.6 8%
Total other investment   21.9 -  - -  6.3 -  15.6 11%
Total Assets $ 204.6 -$ 14.6 -$ 174.4 -$ 15.6 100%
                
   Fair Value Measurement as of December 31, 2012
Asset Category Balance Level 1 Level 2 Level 3 % of total assets
Cash and cash equivalent $ 0.2 $- $ 0.2 $-  -
Emerging markets equity fund   13.3 $ 13.3 $-  - 8%
Common/collective trust funds - equity securities              
 U.S. large-cap   32.0  -   32.0  - 19%
 U.S. small and mid-cap   10.7  -   10.7  - 6%
 International   44.1  -   44.1  - 27%
Total equity investments   100.1   13.3   86.8   60%
Common/collective trust funds - fixed income securities              
 Long-term government/treasury bonds   13.8  -   13.8  - 8%
 Long-term investment grade corporate bonds   17.5  -   17.5  - 11%
 U.S. Treasury Inflation-Protected Securities (TIPs)   8.5  -   8.5  - 5%
 Emerging markets bonds   5.4  -   5.4  - 3%
 High yield bonds   5.2  -   5.2  - 3%
Total fixed-income investments   50.4     50.4   30%
Common/collective trust funds - convertible securities   4.8  -   4.8  - 3%
Private real estate fund   12.1  -  -   12.1 7%
Total other investment   16.9     4.8   12.1 10%
Total Assets $ 167.6 $13.3  $ 142.2 $ 12.1 100%
                

Cash and cash equivalent is primarily comprised of investment in money market mutual funds. In determining fair value, Level 1 investments are valued based on quoted market prices in active markets. Investments in common/collective trust funds are valued using the net asset value (NAV) per unit in each fund. The NAV is based on the value of the underlying investments owned by each trust, minus its liabilities, and then divided by the number of shares outstanding. Common/collective trust funds are categorized in Level 2 to the extent that they are readily redeemable at their NAV or else they are categorized in Level 3 of the fair value hierarchy. The Company's investment in a private real estate fund is valued using the NAV per unit of funds that are invested in real property, and the real property is valued using independent market appraisals. Since appraisals involve utilization of significant unobservable inputs and the private real estate fund is not readily redeemable for cash, the Company's investment in the private real estate fund is categorized in Level 3.

 

The table below is a summary of changes in the fair value of the Plan's Level 3 assets:

 

Real estate investment fund:    
Balance as of December 31, 2012  $ 12.1
Return on plan assets related to assets held as of December 31, 2013   1.5
Purchases (sales), net    2.0
    
Balance as of December 31, 2013 $ 15.6

Except for the Company's U.S. funded pension plan, all of Moody's Retirement Plans are unfunded and therefore have no plan assets.

 

 

Cash Flows

The Company contributed $16.8 million and $17.8 million to its U.S. funded pension plan during the years ended December 31, 2013 and 2012, respectively. The Company made payments of $2.5 million and $3.5 million related to its U.S. unfunded pension plan obligations during the years ended December 31, 2013 and 2012, respectively. The Company made payments of $0.6 million and $0.7 million to its Other Retirement Plans during the years ended December 31, 2013 and 2012, respectively. The Company presently anticipates making contributions of $20.4 million to its funded pension plan and anticipates making payments of $6.2 million related to its unfunded U.S. pension plans and $0.8 million related to its Other Retirement Plans during the year ended December 31, 2014.

 

Estimated Future Benefits Payable

Estimated future benefits payments for the Retirement Plans are as follows at ended December 31, 2012:

 

Year Ending December 31,  Pension Plans  Other  Retirement Plans
  
2014 $ 9.5 $ 0.8
2015  7.6  1.0
2016  10.5  1.1
2017  10.9  1.2
2018  35.4  1.3
2019 – 2023 $ 96.8 $ 8.8

Defined Contribution Plans

Moody's has a Profit Participation Plan covering substantially all U.S. employees. The Profit Participation Plan provides for an employee salary deferral and the Company matches employee contributions, equal to 50% of employee contribution up to a maximum of 3% of the employee's pay. Moody's also makes additional contributions to the Profit Participation Plan based on year-to-year growth in the Company's EPS. Effective January 1, 2008, all new hires are automatically enrolled in the Profit Participation Plan when they meet eligibility requirements unless they decline participation. As the Company's U.S. DBPPs are closed to new entrants effective January 1, 2008, all eligible new hires will instead receive a retirement contribution into the Profit Participation Plan in value similar to the pension benefits. Additionally, effective January 1, 2008, the Company implemented a deferred compensation plan in the U.S., which is unfunded and provides for employee deferral of compensation and Company matching contributions related to compensation in excess of the IRS limitations on benefits and contributions under qualified retirement plans. Total expenses associated with U.S. defined contribution plans were $18.8 million, $24.5 million and $14.9 million in 2013, 2012, and 2011, respectively.

 

Effective January 1, 2008, Moody's has designated the Moody's Stock Fund, an investment option under the Profit Participation Plan, as an Employee Stock Ownership Plan and, as a result, participants in the Moody's Stock Fund may receive dividends in cash or may reinvest such dividends into the Moody's Stock Fund. Moody's paid approximately $0.5 million and $0.4 million in dividends during the years ended December 31, 2013 and 2012, respectively, for the Company's common shares held by the Moody's Stock Fund. The Company records the dividends as a reduction of retained earnings in the Consolidated Statements of Shareholders' Equity (Deficit). The Moody's Stock Fund held approximately 520,000 and 580,000 shares of Moody's common stock at December 31, 2013 and 2012, respectively.

 

International Plans

Certain of the Company's international operations provide pension benefits to their employees. For defined contribution plans, company contributions are primarily determined as a percentage of employees' eligible compensation. Moody's also makes contributions to non-U.S. employees under a profit sharing plan which is based on year-to-year growth in the Company's diluted EPS. Expenses related to these defined contribution plans for the years ended December 31, 2013, 2012 and 2011 were $19.7 million, $18.8 million and $16.3 million, respectively.

For defined benefit plans, the Company maintains various unfunded DBPPs and retirement health benefit plan for certain of its non-U.S. subsidiaries located in Germany, France and Canada. These unfunded DBPPs are generally based on each eligible employee's years of credited service and on compensation levels as specified in the plans. The DBPP in Germany was closed to new entrants in 2002. Total defined benefit pension liabilities recorded related to non-U.S. pension plans was $7.8 million, $7.2 million and $5.3 million based on a weighted average discount rate of 3.58%, 3.53% and 4.79% at December 31, 2013, 2012 and 2011, respectively. The pension liabilities recorded as of December 31, 2013 represent the unfunded status of these pension plans and were recognized in the consolidated balance sheet as mostly non-current liabilities. Total pension expense recorded for the years ended December 31, 2013, 2012 and 2011 was approximately $0.6 million for each year. These amounts are not included in the tables above. As of December 31, 2013, the amount of net actuarial losses included in AOCI related to non-U.S. pension plans was immaterial. The Company's non-U.S. other retirement benefit obligation was also immaterial as of December 31, 2013.

STOCK - BASED COMPENSATION PLANS
STOCK - BASED COMPENSATION PLANS

NOTE 13 STOCK-BASED COMPENSATION PLANS

Under the 1998 Plan, 33.0 million shares of the Company's common stock have been reserved for issuance. The 2001 Plan, which is shareholder approved, permits the granting of up to 50.6 million shares, of which not more than 14.0 million shares are available for grants of awards other than stock options. The Stock Plans also provide for the granting of restricted stock. The Stock Plans provide that options are exercisable not later than ten years from the grant date. The vesting period for awards under the Stock Plans is generally determined by the Board at the date of the grant and has been four years except for employees who are at or near retirement eligibility, as defined, for which vesting is between one and four years. Additionally, the vesting period is three years for certain performance-based restricted stock that contain a condition whereby the number of shares that ultimately vest are based on the achievement of certain non-market based performance metrics of the Company. Options may not be granted at less than the fair market value of the Company's common stock at the date of grant.

The Company maintains the Directors' Plan for its Board, which permits the granting of awards in the form of non-qualified stock options, restricted stock or performance shares. The Directors' Plan provides that options are exercisable not later than ten years from the grant date. The vesting period is determined by the Board at the date of the grant and is generally one year for both options and restricted stock. Under the Directors' Plan, 1.7 million shares of common stock were reserved for issuance. Any director of the Company who is not an employee of the Company or any of its subsidiaries as of the date that an award is granted is eligible to participate in the Directors' Plan.

Presented below is a summary of the stock-based compensation expense and associated tax benefit in the accompanying Consolidated Statements of Operations:

 Year Ended December 31,
 2013 2012 2011
Stock-based compensation expense$ 67.1 $ 64.5 $ 56.7
Tax benefit$ 24.7 $ 23.3 $ 18.1

The fair value of each employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted below. The expected dividend yield is derived from the annual dividend rate on the date of grant. The expected stock volatility is based on an assessment of historical weekly stock prices of the Company as well as implied volatility from Moody's traded options. The risk-free interest rate is based on U.S. government zero coupon bonds with maturities similar to the expected holding period. The expected holding period was determined by examining historical and projected post-vesting exercise behavior activity.

The following weighted average assumptions were used for options granted:

 Year Ended December 31,
 2013 2012 2011
Expected dividend yield 1.72%  1.66%  1.53%
Expected stock volatility 43%  44%  41%
Risk-free interest rate 1.53%  1.55%  3.33%
Expected holding period 7.2 years  7.4 years  7.6 years
Grant date fair value$ 17.58 $ 15.19 $ 12.49

A summary of option activity as of December 31, 2013 and changes during the year then ended is presented below:

Options Shares  Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term  Aggregate Intrinsic Value
Outstanding, December 31, 2012  13.0 $ 42.82     
Granted  0.5   46.45     
Exercised  (4.3)   37.55     
Forfeited  (0.1)   35.53     
Expired  (0.2)   69.01     
Outstanding, December 31, 2013  8.9 $ 45.00 4.4 yrs $ 296.4
Vested and expected to vest, December 31, 2013  8.7 $ 45.11 4.3 yrs $ 290.7
Exercisable, December 31, 2013  7.2 $ 47.11 3.7 yrs $ 225.7

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Moody's closing stock price on the last trading day of the year ended December 31, 2013 and the exercise prices, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of December 31, 2013. This amount varies based on the fair value of Moody's stock. As of December 31, 2013 there was $ 8.1 million of total unrecognized compensation expense related to options. The expense is expected to be recognized over a weighted average period of 1.4 years.

The following table summarizes information relating to stock option exercises:

 Year Ended December 31,
 2013 2012 2011
Proceeds from stock option exercises$ 163.3 $ 127.4 $ 50.3
Aggregate intrinsic value$ 112.4 $ 61.3 $ 25.3
Tax benefit realized upon exercise$ 41.1 $ 23.4 $ 9.6

A summary of the status of the Company's nonvested restricted stock as of December 31, 2013 and changes during the year then ended is presented below:

Nonvested Restricted Stock Shares Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2012  3.0 $ 33.08
 Granted  1.3 $ 46.52
 Vested  (1.1) $ 31.60
 Forfeited  (0.1) $ 37.72
Balance, December 31, 2013  3.1 $ 39.30

As of December 31, 2013, there was $ 70.3 million of total unrecognized compensation expense related to nonvested restricted stock. The expense is expected to be recognized over a weighted average period of 1.7 years.

The following table summarizes information relating to the vesting of restricted stock awards:

 Year Ended December 31,
 2013 2012 2011
Fair value of vested shares$ 54.6 $ 37.8 $ 18.9
Tax benefit realized upon vesting$ 19.3 $ 13.4 $ 6.9

A summary of the status of the Company's performance-based restricted stock as of December 31, 2013 and changes during the year then ended is presented below:

Performance-based restricted stock Shares Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2012  1.0 $ 30.06
 Granted  0.3 $ 44.07
 Adjustment to shares expected to vest*  (0.1) $ 33.31
Balance, December 31, 2013  1.2 $ 31.17

*Reflects an adjustment to shares expected to vest based on the Company's projected achievement of certain non-market based performance metrics as of December 31, 2013.

In the year ended December 2013, the fair value of the delivered shares for the performance-based restricted stock plan was $25.5 million for which the tax benefit realized was $9.7 million. These delivered shares vested in December 2012.

As of December 31, 2013, there was $ 13.6 million of total unrecognized compensation expense related to this plan. The expense is expected to be recognized over a weighted average period of 0.9 years.

The Company has a policy of issuing treasury stock to satisfy shares issued under stock-based compensation plans.

In addition, the Company also sponsors the ESPP. Under the ESPP, 6.0 million shares of common stock were reserved for issuance. The ESPP allows eligible employees to purchase common stock of the Company on a monthly basis at a discount to the average of the high and the low trading prices on the New York Stock Exchange on the last trading day of each month. This discount was 5% in 2013, 2012 and 2011 resulting in the ESPP qualifying for non-compensatory status under Topic 718 of the ASC. Accordingly, no compensation expense was recognized for the ESPP in 2013, 2012, and 2011. The employee purchases are funded through after-tax payroll deductions, which plan participants can elect from one percent to ten percent of compensation, subject to the annual federal limit.

INCOME TAXES
INCOME TAXES

NOTE 14 INCOME TAXES

Components of the Company's provision for income taxes are as follows:

   Year Ended December 31,
   2013 2012 2011
Current:        
 Federal$ 226.2 $ 168.1 $ 133.6
 State and Local  57.6   33.7   28.1
 Non-U.S.  96.8   86.4   89.8
  Total current  380.6   288.2   251.5
Deferred:        
 Federal  (13.1)   35.7   9.3
 State and Local  (5.6)   4.5   7.0
 Non-U.S.  (8.5)   (4.1)   (6.0)
  Total deferred  (27.2)   36.1   10.3
Total provision for income taxes$ 353.4 $ 324.3 $ 261.8

A reconciliation of the U.S. federal statutory tax rate to the Company's effective tax rate on income before provision for income taxes is as follows:

 Year Ended December 31,
 2013 2012 2011
U.S. statutory tax rate 35.0%  35.0%  35.0%
State and local taxes, net of federal tax benefit 2.9  2.4  2.7
Benefit of foreign operations (6.4)  (6.1)  (6.3)
Legacy tax items (0.6)  (0.4)  (0.2)
Other  (0.7)   0.8  0.0
Effective tax rate 30.2%  31.7%  31.2%
Income tax paid$ 335.7(1)$ 293.3(2)$ 191.4
(1) Includes fourth quarter 2012 estimated federal tax payment made in 2013 due to IRS relief for companies affected by Hurricane Sandy
(2) Includes approximately $92 million in payments for tax audit settlements in the first quarter of 2012

The source of income before provision for income taxes is as follows:

 Year Ended December 31,
 2013 2012 2011
United States$ 836.1 $ 694.2 $ 469.1
International  333.2   329.8   370.7
Income before provision for income taxes$ 1,169.3 $ 1,024.0 $ 839.8

The components of deferred tax assets and liabilities are as follows:

     December 31,
     2013 2012
Deferred tax assets:      
 Current:      
  Account receivable allowances $ 8.2 $ 8.2
  Accrued compensation and benefits   12.8   13.3
  Deferred revenue   7.3   6.1
  Legal and professional fees   10.9   8.4
  Restructuring   3.5   1.5
  Uncertain tax positions   7.5   -
  Other   0.7   3.1
   Total current   50.9   40.6
 Non-current:      
  Accumulated depreciation and amortization   2.6   0.4
  Stock-based compensation   73.7   86.9
  Benefit plans   78.9   96.6
  Deferred rent and construction allowance   30.4   31.3
  Deferred revenue   33.4   34.3
  Foreign net operating loss (1)  10.6   13.0
  Uncertain tax positions   26.8   25.9
  Self-insured related reserves   20.4   33.8
  Other   4.3   4.5
   Total non-current   281.1   326.7
Total deferred tax assets   332.0   367.3
Deferred tax liabilities:      
 Current:      
  Other   -   (0.2)
   Total Current   -   (0.2)
 Non-current:      
  Accumulated depreciation and amortization of intangible assets and capitalized software   (153.7)   (154.7)
  Foreign earnings to be repatriated   (3.7)   (4.7)
  Self-insured related income   (24.0)   (39.7)
  Other liabilities   (2.7)   (3.9)
   Total non-current   (184.1)   (203.0)
Total deferred tax liabilities   (184.1)   (203.2)
Net deferred tax asset   147.9   164.1
Valuation allowance   (8.4)   (15.2)
Total net deferred tax assets $ 139.5 $ 148.9
          
(1) Amounts are primarily set to expire beginning in 2017, if unused.      

As of December 31, 2013, the Company had approximately $ 1,574.6 million of undistributed earnings of foreign subsidiaries that it intends to indefinitely reinvest in foreign operations. The Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future, due to complexities in the tax laws and in the hypothetical calculations that would have to be made.

The Company had valuation allowances of $ 8.4 million and $ 15.2 million at December 31, 2013 and 2012, respectively, related to foreign net operating losses for which realization is uncertain. The decrease in the valuation allowances for 2013 primarily resulted from the expected utilization of losses in certain jurisdictions based on the Company's evaluation of these future benefits.

As of December 31, 2013 the Company had $ 195.6 million of UTPs of which $ 136.3 million represents the amount that, if recognized, would impact the effective tax rate in future periods.

A reconciliation of the beginning and ending amount of UTPs is as follows:

 Year Ended December 31,
 2013 2012 2011
Balance as of January 1$ 156.6 $ 205.4 $ 180.8
Additions for tax positions related to the current year  67.8   49.1   48.9
Additions for tax positions of prior years  6.1   18.9   15.3
Reductions for tax positions of prior years  (10.1)   (20.6)   (27.3)
Settlements with taxing authorities  (21.4)   (91.5)   (2.1)
Lapse of statute of limitations  (3.4)   (4.7)   (10.2)
Balance as of December 31$ 195.6 $ 156.6 $ 205.4

The Company classifies interest related to UTPs in interest expense in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating expenses. During 2013, the Company incurred a net interest expense of $ 7.6 million related to UTPs. As of December 31, 2013 and 2012, the amount of accrued interest recorded in the Company's consolidated balance sheets related to UTPs was $ 17.9 million and $ 10.6 million, respectively.

Moody's Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company's U.S. federal income tax returns for the years 2008 through 2010 are under examination and its 2011 and 2012 returns remain open to examination. The Company's New York State income tax returns for 2011 and 2012 remain open to examination. The Company's New York City income tax returns have been examined through 2012. Tax filings in the U.K. remain open to examination for tax years 2008 through 2012.

For current ongoing audits related to open tax years, the Company estimates that it is possible that the balance of UTPs could decrease in the next twelve months as a result of the effective settlement of these audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues might be raised by tax authorities which might necessitate increases to the balance of UTPs. As the Company is unable to predict the timing of conclusion of these audits, the Company is unable to estimate the amount of changes to the balance of UTPs at this time.

 

 

INDEBTEDNESS
INDEBTEDNESS
  December 31,
  2013 2012
2012 Facility$ - $ -
Notes payable:     
 Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 and $13.8 million at 2012  310.3   313.8
 Series 2007-1 Notes due in 2017  300.0   300.0
 2010 Senior Notes, due 2020, net of unamortized discount of $2.2 million and $2.6 million in 2013 and 2012, respectively  497.8   497.4
 2012 Senior Notes, due 2022, net of unamortized discount of $3.5 million in 2013 and $3.8 million in 2012  496.5   496.2
 2013 Senior Notes, due 2024, net of unamortized discount of $2.8 million in 2013  497.2   -
2008 Term Loan, various payments through 2013  -   63.8
Total debt  2,101.8   1,671.2
Current portion  -   (63.8)
Total long-term debt$ 2,101.8 $ 1,607.4

2012 Facility

On April 18, 2012, the Company and certain of its subsidiaries entered into a $1 billion five-year senior, unsecured revolving credit facility in an aggregate principal amount of $1 billion that expires in April 2017. The 2012 Facility replaced the $1 billion 2007 Facility that was scheduled to expire in September 2012. The proceeds from the 2012 Facility will be used for general corporate purposes, including, without limitation, share repurchases and acquisition financings. Interest on borrowings under the facility is payable at rates that are based on LIBOR plus a premium that can range from 77.5 basis points to 120 basis points per annum of the outstanding amount, depending on the Company's Debt/EBITDA ratio. The Company also pays quarterly facility fees, regardless of borrowing activity under the 2012 Facility. These quarterly fees can range from 10 basis points of the facility amount to 17.5 basis points, depending on the Company's Debt/ EBITDA Ratio.

The 2012 Facility contains covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the lenders, to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur liens, as set forth in the facility agreement. The 2012 Facility also contains a financial covenant that requires the Company to maintain a Debt to EBITDA Ratio of not more than 4 to 1 at the end of any fiscal quarter. Upon the occurrence of certain financial or economic events, significant corporate events or certain other events constituting an event of default under the 2012 Facility, all loans outstanding under the facility (including accrued interest and fees payable thereunder) may be declared immediately due and payable and all commitments under the facility may be terminated.

Commercial Paper

On October 3, 2007, the Company entered into a private placement commercial paper program under which the Company could issue CP notes up to a maximum amount of $1.0 billion. In October 2013, the Company terminated its CP program.

Notes Payable

On September 30, 2005, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its Series 2005-1 Senior Unsecured Notes due 2015 pursuant to the 2005 Agreement. The Series 2005-1 Notes have a ten-year term and bear interest at an annual rate of 4.98%, payable semi-annually on March 30 and September 30. Proceeds from the sale of the Series 2005-1 Notes were used to refinance $300.0 million aggregate principal amount of the Company's outstanding 7.61% senior notes which matured on September 30, 2005. In the event that Moody's pays all, or part, of the Series 2005-1 Notes in advance of their maturity, such prepayment will be subject to a Make Whole Amount. The Series 2005-1 Notes are subject to certain covenants that, among other things, restrict the ability of the Company and certain of its subsidiaries, without the approval of the lenders, to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur liens, as defined in the related agreements.

On September 7, 2007, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its 6.06% Series 2007-1 Senior Unsecured Notes due 2017 pursuant to the 2007 Agreement. The Series 2007-1 Notes have a ten-year term and bear interest at an annual rate of 6.06%, payable semi-annually on March 7 and September 7. Under the terms of the 2007 Agreement, the Company may, from time to time within five years, in its sole discretion, issue additional series of senior notes in an aggregate principal amount of up to $500.0 million pursuant to one or more supplements to the 2007 Agreement. The Company may prepay the Series 2007-1 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make Whole Amount. The 2007 Agreement contains covenants that limit the ability of the Company, and certain of its subsidiaries to, among other things: enter into transactions with affiliates, dispose of assets, incur or create liens, enter into any sale-leaseback transactions, or merge with any other corporation or convey, transfer or lease substantially all of its assets. The Company must also not permit its Debt/EBITDA ratio to exceed 4.0 to 1.0 at the end of any fiscal quarter.

On August 19, 2010, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2010 Senior Notes bear interest at a fixed rate of 5.50% and mature on September 1, 2020. Interest on the 2010 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2011. The Company may prepay the 2010 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2010 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2010 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2010 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2010 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2010 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2010 Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

On November 4, 2011, in connection with the acquisition of Copal, a subsidiary of the Company issued a $14.2 million non-interest bearing note to the sellers which represented a portion of the consideration transferred to acquire the Copal entities. If a seller subsequently transfers to the Company all of its shares, the Company must repay the seller its proportion of the principal on the later of (i) the fourth anniversary date of the note or (ii) within a time frame set forth in the acquisition agreement relating to the resolution of certain income tax uncertainties pertaining to the transaction. Otherwise, the Company must repay any amount outstanding on the earlier of (i) two business days subsequent to the exercise of the put/call option to acquire the remaining shares of Copal of (ii) the tenth anniversary date of the issuance of the note. The Company has the right to offset payment of the note against certain indemnification assets associated with UTPs related to the acquisition, which are more fully discussed in Note 7 to the consolidated financial statements. Accordingly, the Company has offset the liability for this note against the indemnification asset, thus no balance for this note is carried on the Company's consolidated balance sheet at December 31, 2013 and 2012. In the event that the Company would not be required to settle amounts related to the UTPs, the Company would be required to pay the sellers the principal in accordance with the note agreement. The Company may prepay the note in accordance with certain terms set forth in the acquisition agreement.

On August 20, 2012, the Company issued $500 million aggregate principal amount of unsecured notes in a public offering. The 2012 Senior Notes bear interest at a fixed rate of 4.50% and mature on September 1, 2022. Interest on the 2012 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2013. The Company may prepay the 2012 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2012 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2012 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2012 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2012 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2012 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2012 Indenture, the 2012 Senior notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

On August 12, 2013, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2013 Senior Notes bear interest at a fixed rate of 4.875% and mature on February 15, 2024. Interest on the 2013 Senior Notes will be due semi-annually on February 15 and August 15 of each year, commencing February 15, 2014. The Company may prepay the 2013 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Notwithstanding the immediately preceding sentence, the Company may redeem the 2013 Senior Notes, in whole or in part, at any time or from time to time on or after November 15, 2023 (three months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2013 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2013 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2013 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2013 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2013 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2013 Indenture, the 2013 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

2008 Term Loan

On May 7, 2008, Moody's entered into a five-year, $150.0 million senior unsecured term loan with several lenders due at various times through May 7, 2013. Proceeds from the loan were used to pay off a portion of the CP outstanding. Interest on borrowings under the 2008 Term Loan was payable quarterly at rates that were based on LIBOR plus a margin that could range from 125 basis points to 175 basis points depending on the Company's Debt/EBITDA ratio.

The 2008 Term Loan contained restrictive covenants that, among other things, restricted the ability of the Company to engage or to permit its subsidiaries to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur, or permit its subsidiaries to incur, liens, in each case, subject to certain exceptions and limitations. The 2008 Term Loan also limited the amount of debt that subsidiaries of the Company may incur. In addition, the 2008 Term Loan contained a financial covenant that requires the Company to maintain a Debt/EBITDA ratio of not more than 4.0 to 1.0 at the end of any fiscal quarter. The 2008 Term Loan was repaid in full in May 2013.

.

The principal payments due on the Company's long-term borrowings for each of the next five years are presented in the table below:

Year Ending December 31, Series 2005-1 Notes Series 2007-1 Notes 2010 Senior Notes 2012 Senior Notes 2013 Senior Notes Total
                   
2014 $ - $ - $ - $ - $ - $ -
2015   300.0   -   -   -   -   300.0
2016   -   -   -   -   -   -
2017   -   300.0   -   -   -   300.0
2018   -   -   -   -   -   -
Thereafter   -      500.0   500.0   500.0   1,500.0
Total $ 300.0 $ 300.0 $ 500.0 $ 500.0 $ 500.0 $ 2,100.0

 In the fourth quarter of 2010, the Company entered into interest rate swaps with a total notional amount of $300 million which will convert the fixed rate of interest on the Series 2005-1 Notes to a floating LIBOR-based interest rate.

At December 31, 2013, the Company was in compliance with all covenants contained within all of the debt agreements. In addition to the covenants described above, the 2012 Facility, the 2005 Agreement, the 2007 Agreement, the 2013 Indenture, the 2012 Indenture and the 2010 Indenture contain cross default provisions. These provisions state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of December 31, 2013, there are no such cross defaults.

INTEREST EXPENSE, NET

The following table summarizes the components of interest as presented in the consolidated statements of operations:

 Year Ended December 31,
 2013 2012 2011
Income$ 5.5 $ 5.2 $ 5.3
Expense on borrowings  (92.3)   (73.8)   (65.5)
(Expense) income on UTPs and other tax related liabilities  (8.6)   0.4   (8.7)
Legacy Tax (a)  3.6   4.4   3.7
Interest capitalized  -   -   3.1
Total$ (91.8) $ (63.8) $ (62.1)
Interest paid (b)$ 81.9 $ 94.4 $ 67.2
         
(a) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.
(b) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5.

 December 31, 2013 December 31, 2012
 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Series 2005-1 Notes*$ 310.3 $ 319.2 $ 313.8 $ 326.1
Series 2007-1 Notes  300.0   334.7   300.0   348.3
2010 Senior Notes  497.8   536.6   497.4   562.8
2012 Senior Notes   496.5   497.0   496.2   528.8
2013 Senior Notes   497.2   501.2      
2008 Term Loan  -   -   63.8   63.8
Total$ 2,101.8 $ 2,188.7 $ 1,671.2 $ 1,829.8
* The carrying amount includes a $10.3 million and $13.8 million fair value adjustment on an interest rate hedge at December 31, 2013 and 2012, respectively.

NOTE 15 INDEBTEDNESS

The following table summarizes total indebtedness:

  December 31,
  2013 2012
2012 Facility$ - $ -
Notes payable:     
 Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 and $13.8 million at 2012  310.3   313.8
 Series 2007-1 Notes due in 2017  300.0   300.0
 2010 Senior Notes, due 2020, net of unamortized discount of $2.2 million and $2.6 million in 2013 and 2012, respectively  497.8   497.4
 2012 Senior Notes, due 2022, net of unamortized discount of $3.5 million in 2013 and $3.8 million in 2012  496.5   496.2
 2013 Senior Notes, due 2024, net of unamortized discount of $2.8 million in 2013  497.2   -
2008 Term Loan, various payments through 2013  -   63.8
Total debt  2,101.8   1,671.2
Current portion  -   (63.8)
Total long-term debt$ 2,101.8 $ 1,607.4

2012 Facility

On April 18, 2012, the Company and certain of its subsidiaries entered into a $1 billion five-year senior, unsecured revolving credit facility in an aggregate principal amount of $1 billion that expires in April 2017. The 2012 Facility replaced the $1 billion 2007 Facility that was scheduled to expire in September 2012. The proceeds from the 2012 Facility will be used for general corporate purposes, including, without limitation, share repurchases and acquisition financings. Interest on borrowings under the facility is payable at rates that are based on LIBOR plus a premium that can range from 77.5 basis points to 120 basis points per annum of the outstanding amount, depending on the Company's Debt/EBITDA ratio. The Company also pays quarterly facility fees, regardless of borrowing activity under the 2012 Facility. These quarterly fees can range from 10 basis points of the facility amount to 17.5 basis points, depending on the Company's Debt/ EBITDA Ratio.

The 2012 Facility contains covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the lenders, to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur liens, as set forth in the facility agreement. The 2012 Facility also contains a financial covenant that requires the Company to maintain a Debt to EBITDA Ratio of not more than 4 to 1 at the end of any fiscal quarter. Upon the occurrence of certain financial or economic events, significant corporate events or certain other events constituting an event of default under the 2012 Facility, all loans outstanding under the facility (including accrued interest and fees payable thereunder) may be declared immediately due and payable and all commitments under the facility may be terminated.

Commercial Paper

On October 3, 2007, the Company entered into a private placement commercial paper program under which the Company could issue CP notes up to a maximum amount of $1.0 billion. In October 2013, the Company terminated its CP program.

Notes Payable

On September 30, 2005, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its Series 2005-1 Senior Unsecured Notes due 2015 pursuant to the 2005 Agreement. The Series 2005-1 Notes have a ten-year term and bear interest at an annual rate of 4.98%, payable semi-annually on March 30 and September 30. Proceeds from the sale of the Series 2005-1 Notes were used to refinance $300.0 million aggregate principal amount of the Company's outstanding 7.61% senior notes which matured on September 30, 2005. In the event that Moody's pays all, or part, of the Series 2005-1 Notes in advance of their maturity, such prepayment will be subject to a Make Whole Amount. The Series 2005-1 Notes are subject to certain covenants that, among other things, restrict the ability of the Company and certain of its subsidiaries, without the approval of the lenders, to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur liens, as defined in the related agreements.

On September 7, 2007, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its 6.06% Series 2007-1 Senior Unsecured Notes due 2017 pursuant to the 2007 Agreement. The Series 2007-1 Notes have a ten-year term and bear interest at an annual rate of 6.06%, payable semi-annually on March 7 and September 7. Under the terms of the 2007 Agreement, the Company may, from time to time within five years, in its sole discretion, issue additional series of senior notes in an aggregate principal amount of up to $500.0 million pursuant to one or more supplements to the 2007 Agreement. The Company may prepay the Series 2007-1 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make Whole Amount. The 2007 Agreement contains covenants that limit the ability of the Company, and certain of its subsidiaries to, among other things: enter into transactions with affiliates, dispose of assets, incur or create liens, enter into any sale-leaseback transactions, or merge with any other corporation or convey, transfer or lease substantially all of its assets. The Company must also not permit its Debt/EBITDA ratio to exceed 4.0 to 1.0 at the end of any fiscal quarter.

On August 19, 2010, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2010 Senior Notes bear interest at a fixed rate of 5.50% and mature on September 1, 2020. Interest on the 2010 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2011. The Company may prepay the 2010 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2010 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2010 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2010 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2010 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2010 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2010 Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

On November 4, 2011, in connection with the acquisition of Copal, a subsidiary of the Company issued a $14.2 million non-interest bearing note to the sellers which represented a portion of the consideration transferred to acquire the Copal entities. If a seller subsequently transfers to the Company all of its shares, the Company must repay the seller its proportion of the principal on the later of (i) the fourth anniversary date of the note or (ii) within a time frame set forth in the acquisition agreement relating to the resolution of certain income tax uncertainties pertaining to the transaction. Otherwise, the Company must repay any amount outstanding on the earlier of (i) two business days subsequent to the exercise of the put/call option to acquire the remaining shares of Copal of (ii) the tenth anniversary date of the issuance of the note. The Company has the right to offset payment of the note against certain indemnification assets associated with UTPs related to the acquisition, which are more fully discussed in Note 7 to the consolidated financial statements. Accordingly, the Company has offset the liability for this note against the indemnification asset, thus no balance for this note is carried on the Company's consolidated balance sheet at December 31, 2013 and 2012. In the event that the Company would not be required to settle amounts related to the UTPs, the Company would be required to pay the sellers the principal in accordance with the note agreement. The Company may prepay the note in accordance with certain terms set forth in the acquisition agreement.

On August 20, 2012, the Company issued $500 million aggregate principal amount of unsecured notes in a public offering. The 2012 Senior Notes bear interest at a fixed rate of 4.50% and mature on September 1, 2022. Interest on the 2012 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2013. The Company may prepay the 2012 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2012 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2012 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2012 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2012 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2012 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2012 Indenture, the 2012 Senior notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

On August 12, 2013, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2013 Senior Notes bear interest at a fixed rate of 4.875% and mature on February 15, 2024. Interest on the 2013 Senior Notes will be due semi-annually on February 15 and August 15 of each year, commencing February 15, 2014. The Company may prepay the 2013 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Notwithstanding the immediately preceding sentence, the Company may redeem the 2013 Senior Notes, in whole or in part, at any time or from time to time on or after November 15, 2023 (three months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2013 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2013 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2013 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2013 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2013 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company's or certain of its subsidiaries' indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2013 Indenture, the 2013 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

2008 Term Loan

On May 7, 2008, Moody's entered into a five-year, $150.0 million senior unsecured term loan with several lenders due at various times through May 7, 2013. Proceeds from the loan were used to pay off a portion of the CP outstanding. Interest on borrowings under the 2008 Term Loan was payable quarterly at rates that were based on LIBOR plus a margin that could range from 125 basis points to 175 basis points depending on the Company's Debt/EBITDA ratio.

The 2008 Term Loan contained restrictive covenants that, among other things, restricted the ability of the Company to engage or to permit its subsidiaries to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur, or permit its subsidiaries to incur, liens, in each case, subject to certain exceptions and limitations. The 2008 Term Loan also limited the amount of debt that subsidiaries of the Company may incur. In addition, the 2008 Term Loan contained a financial covenant that requires the Company to maintain a Debt/EBITDA ratio of not more than 4.0 to 1.0 at the end of any fiscal quarter. The 2008 Term Loan was repaid in full in May 2013.

.

The principal payments due on the Company's long-term borrowings for each of the next five years are presented in the table below:

Year Ending December 31, Series 2005-1 Notes Series 2007-1 Notes 2010 Senior Notes 2012 Senior Notes 2013 Senior Notes Total
                   
2014 $ - $ - $ - $ - $ - $ -
2015   300.0   -   -   -   -   300.0
2016   -   -   -   -   -   -
2017   -   300.0   -   -   -   300.0
2018   -   -   -   -   -   -
Thereafter   -      500.0   500.0   500.0   1,500.0
Total $ 300.0 $ 300.0 $ 500.0 $ 500.0 $ 500.0 $ 2,100.0

 In the fourth quarter of 2010, the Company entered into interest rate swaps with a total notional amount of $300 million which will convert the fixed rate of interest on the Series 2005-1 Notes to a floating LIBOR-based interest rate.

At December 31, 2013, the Company was in compliance with all covenants contained within all of the debt agreements. In addition to the covenants described above, the 2012 Facility, the 2005 Agreement, the 2007 Agreement, the 2013 Indenture, the 2012 Indenture and the 2010 Indenture contain cross default provisions. These provisions state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of December 31, 2013, there are no such cross defaults.

INTEREST EXPENSE, NET

The following table summarizes the components of interest as presented in the consolidated statements of operations:

 Year Ended December 31,
 2013 2012 2011
Income$ 5.5 $ 5.2 $ 5.3
Expense on borrowings  (92.3)   (73.8)   (65.5)
(Expense) income on UTPs and other tax related liabilities  (8.6)   0.4   (8.7)
Legacy Tax (a)  3.6   4.4   3.7
Interest capitalized  -   -   3.1
Total$ (91.8) $ (63.8) $ (62.1)
Interest paid (b)$ 81.9 $ 94.4 $ 67.2
         
(a) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.
(b) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5.

 December 31, 2013 December 31, 2012
 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Series 2005-1 Notes*$ 310.3 $ 319.2 $ 313.8 $ 326.1
Series 2007-1 Notes  300.0   334.7   300.0   348.3
2010 Senior Notes  497.8   536.6   497.4   562.8
2012 Senior Notes   496.5   497.0   496.2   528.8
2013 Senior Notes   497.2   501.2      
2008 Term Loan  -   -   63.8   63.8
Total$ 2,101.8 $ 2,188.7 $ 1,671.2 $ 1,829.8
* The carrying amount includes a $10.3 million and $13.8 million fair value adjustment on an interest rate hedge at December 31, 2013 and 2012, respectively.

The fair value of the Company's long-term debt is estimated using discounted cash flows based on prevailing interest rates available to the Company for borrowings with similar maturities.

CAPITAL STOCK
CAPITAL STOCK
 Dividends Per Share
 Year ended December 31,
 2013 2012 2011
 Declared Paid Declared Paid Declared Paid
First quarter$ - $ 0.20 $ - $ 0.16 $ - $ 0.115
Second quarter  0.20   0.20   0.16   0.16   0.14   0.14
Third quarter  0.25   0.25   0.16   0.16   0.14   0.14
Fourth quarter  0.53   0.25   0.36   0.16   0.30   0.14
Total$ 0.98 $ 0.90 $ 0.68 $ 0.64 $ 0.58 $ 0.535

On December 17, 2013, the Board of the Company approved the declaration of a quarterly dividend of $ 0.28 per share of Moody's common stock, payable on March 10, 2014 to shareholders of record at the close of business on February 20, 2014. The continued payment of dividends at the rate noted above, or at all, is subject to the discretion of the Board..

LEASE COMMITMENTS
LEASE COMMITMENTS

NOTE 17 LEASE COMMITMENTS

Moody's operates its business from various leased facilities, which are under operating leases that expire over the next 14 years. Moody's also leases certain computer and other equipment under operating leases that expire over the next four years. Rent expense, including lease incentives, is amortized on a straight-line basis over the related lease term. Rent expense under operating leases for the years ended December 31, 2013, 2012 and 2011 was $ 74.2 million, $ 75.8 million and $ 73.1 million, respectively.

The minimum rent for operating leases that have remaining or original non-cancelable lease terms in excess of one year at December 31, 2013 is as follows:

Year Ending December 31, Operating Leases
2014 $ 78.0
2015   68.0
2016   59.6
2017   58.0
2018   58.0
Thereafter   484.0
Total minimum lease payments $ 805.6

Future minimum operating lease payments have been reduced by future minimum sublease income of $7.1 million.

On October 20, 2006, the Company entered into a 21-year operating lease agreement to occupy 15 floors of an office building at 7WTC which includes a total of 20 years of renewal options. On March 28, 2007 the 7WTC lease agreement was amended for the Company to lease an additional two floors for a term of 20 years. On October 21, 2013, the Company entered into a 14-year lease for an additional three floors at its 7WTC headquarters which became effective on January 2, 2014. The total net commitment for the additional three floors is approximately $74 million, including capital expenditures to build-out the space. The total base rent for the entire lease term, including rent credits, for the 7WTC lease and the additional floors is approximately $703 million. As of December 31, 2013, the company has a remaining obligation of $539.9 million.

On February 6, 2008, the Company entered into a 17.5 year operating lease agreement to occupy six floors of an office tower located in the Canary Wharf district of London, England. The total base rent of the Canary Wharf Lease over its 17.5-year term is approximately 134 million GBP, and the Company began making base rent payments in 2011. As of December 31, 2013, the Company has a remaining obligation of $181.4 million. In addition to the base rent payments the Company is obligated to pay certain customary amounts for its share of operating expenses and tax obligation.

CONTINGENCIES
CONTINGENCIES

NOTE 18 CONTINGENCIES

SEGMENT INFORMATION
SEGMENT INFORMATION

NOTE 19 SEGMENT INFORMATION

The Company is organized into three operating segments: (i) MIS, (ii) MA and (iii) an immaterial operating segment that provides fixed income pricing services in the Asia-Pacific region. This aforementioned immaterial operating segment has been aggregated with the MA operating segment based on the fact that it has similar economic characteristics to MA. Accordingly, the Company reports in two reportable segments: MIS and MA. The MIS segment is comprised of all of the Company's ratings activities. All of Moody's other non-rating commercial activities are included in the MA segment.

The MIS segment consists of four lines of business—corporate finance, structured finance, financial institutions and public, project and infrastructure finance—that generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide.

The MA segment, which includes all of the Company's non-rating commercial activities, develops a wide range of products and services that support the risk management activities of institutional participants in global financial markets. The MA segment consists of three lines of business – RD&A, ERS and PS.

In the first quarter of 2013, a portion of a division within the PS LOB that provides solutions for structured finance securities was transferred to the RD&A LOB.  Additionally, in the first quarter of 2012, a division within the PS LOB that provides various financial modeling services was transferred to the ERS LOB. Accordingly, the prior year revenue by LOB for MA has been reclassified to reflect these transfers.

Revenue for MIS and expenses for MA include an intersegment royalty charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products and is generally based on comparable market transactions. Also, revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS's ratings process. These fees charged by MA are generally equal to the costs incurred by MA to produce these products and services. Additionally, overhead costs and corporate expenses of the Company which exclusively benefit only one segment, are fully charged to that segment. Overhead costs and corporate expenses of the Company which benefit both segments are allocated to each segment based on a revenue-split methodology. Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and information technology. Beginning on January 1, 2013, the Company refined its methodology for allocating certain overhead departments to its segments to better align the costs allocated based on each segment's usage of the overhead service. The refined methodology is reflected in the segment results for the year ended December 31, 2013 and accordingly, the segment results for the years ended December 31, 2012 and 2011 have been reclassified to conform to the new presentation. These reclassifications were not material. “Eliminations” in the table below represent intersegment revenue/expense

Moody's does not report the Company's assets by reportable segment as this metric is not used by the chief operating decision maker to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

 

FINANCIAL INFORMATION BY SEGMENT:

The table below shows revenue, Adjusted Operating Income and operating income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company's chief operating decision maker to assess the profitability of each reportable segment.

    Year Ended December 31,
    2013 2012
    MIS MA Eliminations Consolidated MIS MA Eliminations Consolidated
Revenue $ 2,138.0 $ 924.7 $ (90.2) $ 2,972.5 $ 1,958.3 $ 855.3 $ (83.3) $ 2,730.3
Operating, SG&A   1,022.6   712.1   (90.2)   1,644.5   967.6   662.9   (83.3)   1,547.2
Adjusted Operating Income  1,115.4   212.6   -   1,328.0   990.7   192.4   -   1,183.1
                           
 Depreciation and amortization  46.6   46.8   -   93.4   44.2   49.3   -   93.5
 Goodwill impairment charge  -   -      -   -   12.2   -   12.2
                           
Operating income $ 1,068.8 $ 165.8 $ - $ 1,234.6 $ 946.5 $ 130.9 $ - $ 1,077.4
                           
                Year Ended December 31,
      2011
            MIS MA Eliminations Consolidated
Revenue             $ 1,634.7 $ 722.4 $ (76.4) $ 2,280.7
Operating, SG&A               832.3   557.2   (76.4)   1,313.1
Adjusted Operating Income              802.4   165.2   -   967.6
                           
 Depreciation and amortization              41.2   38.0   -   79.2
                           
Operating income          $ 761.2 $ 127.2 $ - $ 888.4

MIS AND MA REVENUE BY LINE OF BUSINESS

The tables below present revenue by LOB:

  Year Ended December 31,
  2013 2012 2011
MIS:        
Corporate finance (CFG)$ 996.8 $ 857.6 $ 652.1
Structured finance (SFG)  382.5   381.0   344.6
Financial institutions (FIG)  338.8   325.5   294.9
Public, project and infrastructure finance (PPIF)  341.3   322.7   277.3
 Total external revenue  2,059.4   1,886.8   1,568.9
Intersegment royalty  78.6   71.5   65.8
 Total  2,138.0   1,958.3   1,634.7
MA:        
Research, data and analytics (RD&A)  532.0   493.2   453.9
Enterprise risk solutions (ERS)  262.5   242.6   196.1
Professional services (PS)  118.6   107.7   61.8
 Total external revenue  913.1   843.5   711.8
Intersegment revenue  11.6  11.8  10.6
 Total  924.7   855.3   722.4
Eliminations  (90.2)   (83.3)   (76.4)
 Total MCO$ 2,972.5 $ 2,730.3 $ 2,280.7

CONSOLIDATED REVENUE AND LONG-LIVED ASSETS INFORMATION BY GEOGRAPHIC AREA

  Year Ended December 31,
  2013 2012 2011
Revenue:        
U.S.$ 1,626.5 $ 1,472.4 $ 1,177.0
International:        
 EMEA  862.8   800.2   708.4
 Asia-Pacific  286.1   266.5   233.0
 Americas  197.1   191.2   162.3
 Total International  1,346.0   1,257.9   1,103.7
Total$ 2,972.5 $ 2,730.3 $ 2,280.7
Long-lived assets at December 31:        
United States$ 547.1 $ 498.4 $ 495.8
International  618.0   672.3   727.5
Total$ 1,165.1 $ 1,170.7 $ 1,223.3
VALUATION AND QUALIFYING ACCOUNTS
VALUATION AND QUALIFYING ACCOUNTS

NOTE 20 VALUATION AND QUALIFYING ACCOUNTS

Accounts receivable allowances primarily represent adjustments to customer billings that are estimated when the related revenue is recognized and also represents an estimate for uncollectible accounts. The valuation allowance on deferred tax assets relates to foreign net operating losses for which realization is uncertain. Below is a summary of activity for both allowances:

Year Ended December 31, Balance at Beginning of the Year Additions Write-offs and Adjustments Balance at End of the Year
2013             
 Accounts receivable allowance $ (29.1) $ (44.5) $ 44.7 $ (28.9)
 Deferred tax assets - valuation allowance $ (15.2) $ (0.1) $ 6.9 $ (8.4)
2012             
 Accounts receivable allowance $ (28.0) $ (44.3) $ 43.2 $ (29.1)
 Deferred tax assets - valuation allowance $ (13.9) $ (3.1) $ 1.8 $ (15.2)
2011             
 Accounts receivable allowance $ (33.0) $ (40.6) $ 45.6 $ (28.0)
 Deferred tax assets - valuation allowance $ (12.8) $ (4.0) $ 2.9 $ (13.9)
OTHER NON-OPERATING INCOME (EXPENSE), NET
OTHER NON-OPERATING INCOME (EXPENSE), NET

NOTE 21 OTHER NON-OPERATING INCOME (EXPENSE), NET

The following table summarizes the components of other non-operating income (expense), net as presented in the consolidated statements of operations:

  Year Ended December 31,
  2013 2012 2011
FX gain(loss)$ - $ (5.9) $ 2.6
Legacy Tax (a)  19.2   12.8   6.4
Joint venture income  8.8   4.8   6.8
Other  (1.5)   (1.3)   (2.3)
 Total$ 26.5 $ 10.4 $ 13.5
          
(a) The 2013 amount represents a reversal a liability relating to favorable resolution of a Legacy Tax Matter for the 2007 - 2009 tax years. The 2012 amount represents a reversal of a liability relating to the favorable resolution of a Legacy tax Matter for the 2005 and 2006 tax years. The 2011 amounts represent a reversal of a liability relating to the lapse of the statute of limitations for a 2004 Legacy Tax Matter.
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS

NOTE 22 RELATED PARTY TRANSACTIONS

Moody's Corporation made grants of $8 million to The Moody's Foundation during the year ended December 31, 2013. Grants of $10 million and $5 million were made during the years ended December 31, 2012 and 2011, respectively. The Foundation carries out philanthropic activities primarily in the areas of education and health and human services. Certain members of Moody's senior management are on the board of the Foundation.

QUARTERLY FINANCIAL DATA (UNAUDITED)
QUARTERLY FINANCIAL DATA (UNAUDITED)

NOTE 23 QUARTERLY FINANCIAL DATA (UNAUDITED)

   Three Months Ended
(amounts in millions, except EPS) March 31 June 30 September 30 December 31
2013            
Revenue $ 731.8 $ 756.0 $ 705.5 $ 779.2
Operating Income $ 280.4 $ 350.8 $ 291.5 $ 311.9
Net income attributable to Moody's $ 188.4 $ 225.5 $ 183.9 $ 206.7
EPS:            
 Basic $ 0.84 $ 1.01 $ 0.84 $ 0.96
 Diluted $ 0.83 $ 1.00 $ 0.83 $ 0.94
2012            
Revenue $ 646.8 $ 640.8 $ 688.5 $ 754.2
Operating income $ 269.0 $ 278.5 $ 269.7 $ 260.2
Net income attributable to Moody's $ 173.5 $ 172.5 $ 183.9 $ 160.1
EPS:            
 Basic $ 0.78 $ 0.77 $ 0.83 $ 0.72
 Diluted $ 0.76 $ 0.76 $ 0.81 $ 0.70

Basic and diluted EPS are computed for each of the periods presented. The number of weighted average shares outstanding changes as common shares are issued pursuant to employee stock-based compensation plans and for other purposes or as shares are repurchased. Therefore, the sum of basic and diluted EPS for each of the four quarters may not equal the full year basic and diluted EPS.

Additionally, the quarterly financial data includes benefits of $21.3 million and $12.8 million to net income related to the resolution of Legacy Tax Matters for the three months December 31, 2013 and the three months ended September 30, 2012, respectively. There was a $0.14 share charge in the first quarter of 2013 related to the settlement of litigation matters more fully discussed in Note 18. There was a $12.2 million non-tax deductible goodwill impairment charge in the fourth quarter of 2012 relating to the Company's FTSC reporting unit.

SUBSEQUENT EVENT
SUBSEQUENT EVENT

NOTE 24 SUBSEQUENT EVENT

On February 21, 2014, the Company made a conditional open offer to acquire up to 2,650,000 equity shares of ICRA Limited, a leading provider of credit ratings and research in India. The offer is conditional upon acquiring at least 2,149,101 equity shares, which would increase Moody's ownership stake from 28.5% to just over 50.0%. Full acceptance of the offer would increase Moody's ownership stake in ICRA to approximately 55.0% upon the closing of the offer, the Company anticipates that it would consolidate the results of ICRA Limited into its financial statements subsequent to the acquisition of the shares.

The offer price, payable in cash, is 2,000 Indian rupees per share which, based on exchange rates on the date of the offer, would result in a cash payment to the seller ranging between approximately $69 million and $85 million. The tender period is expected to begin in April 2014, subject to completion of a review of the transaction by Indian regulatory authorities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

Basis of Consolidation

The consolidated financial statements include those of Moody's Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment's net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment.  The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate that entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC.

 

Cash and Cash Equivalents

Cash equivalents principally consist of investments in money market mutual funds and high-grade commercial paper with maturities of three months or less when purchased.

 

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.

 

Research and Development Costs

All research and development costs are expensed as incurred. These costs primarily reflect the development of credit processing software and quantitative credit risk assessment products sold by the MA segment.

Research and development costs were $22.8 million, $16.1 million, and $29.8 million for the years ended December 31, 2013, 2012 and 2011, respectively, and are included in operating expenses within the Company's consolidated statements of operations. These costs generally consist of professional services provided by third parties and compensation costs of employees.

Costs for internally developed computer software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs primarily relate to the development or enhancement of credit processing software and quantitative credit risk assessment products sold by the MA segment, to be licensed to customers and generally consist of professional services provided by third parties and compensation costs of employees that develop the software. Judgment is required in determining when technological feasibility of a product is established and the Company believes that technological feasibility for its software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers. Accordingly, costs for internally developed computer software that will be sold, leased or otherwise marketed that were eligible for capitalization under Topic 985 of the ASC as well as the related amortization expense related to such costs were immaterial for the years ended December 31, 2013, 2012 and 2011.

 

Computer Software Developed or Obtained for Internal Use

The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to the Company's accounting, product delivery and other systems. Such costs generally consist of direct costs for third-party license fees, professional services provided by third parties and employee compensation, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.

 

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

Moody's evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.

The Company evaluates the recoverability of goodwill using a three-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company must perform a third step of the impairment test to determine the implied fair value of the reporting unit's goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment charge. For the reporting units where the Company is consistently able to conclude on impairment using only a qualitative approach, the Company's accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.

For purposes of assessing the recoverability of goodwill, the Company has five reporting units at December 31, 2013: one in MIS that encompasses all of Moody's ratings operations and four reporting units within MA: RD&A, ERS, Financial Services Training and Certifications and Copal Amba. The RD&A reporting unit encompasses the distribution of investor-oriented research and data developed by MIS as part of its ratings process, in-depth research on major debt issuers, industry studies, economic research and commentary on topical events and credit analytic tools. The ERS reporting unit consists of credit risk management and compliance software that is sold on a license or subscription basis as well as related advisory services for implementation and maintenance. The FSTC reporting unit consists of the portion of the MA business that offers both credit training as well as other professional development training and certification services. The Company acquired Copal and Amba in the fourth quarter of 2011 and 2013, respectively. On the date of the acquisition of Amba, it was combined with the Copal reporting unit to form the new Copal Amba reporting unit.

Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Rent Expense

The Company records rent expense on a straight-line basis over the life of the lease. In cases where there is a free rent period or future fixed rent escalations the Company will record a deferred rent liability. Additionally, the receipt of any lease incentives will be recorded as a deferred rent liability which will be amortized over the lease term as a reduction of rent expense.

 

Stock-Based Compensation

The Company records compensation expense for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans. The Company has also established a pool of additional paid-in capital related to the tax effects of employee share-based compensation, which is available to absorb any recognized tax deficiencies.

 

Derivative Instruments and Hedging Activities

Based on the Company's risk management policy, from time to time the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the balance sheet at their respective fair values. The changes in the value of derivatives that qualify as fair value hedges are recorded currently into earnings. Changes in the derivative's fair value that qualify as cash flow hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective, and such amounts are reclassified from accumulated other comprehensive income or loss to earnings in the same period or periods during which the hedged transaction affects income. Changes in the derivative's fair value that qualify as net investment hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective.

 

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the services have been provided and accepted by the customer when applicable, fees are determinable and the collection of resulting receivables is considered probable.

Pursuant to ASC Topic 605, when a sales arrangement contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available.

 The Company's products and services will generally continue to qualify as separate units of accounting under ASC Topic 605. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value to the customers and if the arrangement includes a customer refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company's control. In instances where the aforementioned criteria are not met, the deliverable is combined with the undelivered items and revenue recognition is determined as one single unit.

The Company determines whether its selling price in a multi-element transaction meets the VSOE criteria by using the price charged for a deliverable when sold separately. In instances where the Company is not able to establish VSOE for all deliverables in a multiple element arrangement, which may be due to the Company infrequently selling each element separately, not selling products within a reasonably narrow price range, or only having a limited sales history, the Company attempts to establish TPE for deliverables. The Company determines whether TPE exists by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. However, due to the difficulty in obtaining third party pricing, possible differences in its market strategy from that of its peers and the potential that products and services offered by the Company may contain a significant level of differentiation and/or customization such that the comparable pricing of products with similar functionality cannot be obtained, the Company generally is unable to reliably determine TPE. Based on the selling price hierarchy established by ASC Topic 605, when the Company is unable to establish selling price using VSOE or TPE, the Company will establish an ESP. ESP is the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The Company establishes its best estimate of ESP considering internal factors relevant to is pricing practices such as costs and margin objectives, standalone sales prices of similar products, percentage of the fee charged for a primary product or service relative to a related product or service, and customer segment and geography. Additional consideration is also given to market conditions such as competitor pricing strategies and market trend. The Company reviews its determination of VSOE, TPE and ESP on an annual basis or more frequently as needed.

In the MIS segment, revenue attributed to initial ratings of issued securities is recognized when the rating is issued. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of commercial mortgage-backed securities, derivatives, international residential mortgage-backed and asset-backed securities, issuers can elect to pay the monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities, which was approximately 30 years on a weighted average basis at December 31, 2013. At December 31, 2013, 2012 and 2011, deferred revenue related to these securities was approximately $97 million, $82 million, and $79 million.

Multiple element revenue arrangements in the MIS segment are generally comprised of an initial rating and the related monitoring service. Beginning January 1, 2010, in instances where monitoring fees are not charged for the first year monitoring effort, fees are allocated to the initial rating and monitoring services based on the relative selling price of each service to the total arrangement fees. The Company generally uses ESP in determining the selling price for its initial ratings as the Company rarely sells initial ratings separately without providing related monitoring services and thus is unable to establish VSOE or TPE for initial ratings. Prior to January 1, 2010 and pursuant to the previous accounting standards, for these types of arrangements the initial rating fee was first allocated to the monitoring service determined based on the estimated fair market value of monitoring services, with the residual amount allocated to the initial rating. Under ASU 2009-13 this practice can no longer be used for non-software deliverables upon the adoption of ASU 2009-13.

MIS estimates revenue for ratings of commercial paper for which, in addition to a fixed annual monitoring fee, issuers are billed quarterly based on amounts outstanding. Revenue is accrued each quarter based on estimated amounts outstanding and is billed when actual data is available. The estimate is determined based on the issuers' most recent reported quarterly data. At December 31, 2013, 2012 and 2011, accounts receivable included approximately $21 million, $22 million, and $24 million, respectively, related to accrued commercial paper revenue. Historically, MIS has not had material differences between the estimated revenue and the actual billings. Furthermore, for certain annual monitoring services, fees are not invoiced until the end of the annual monitoring period and revenue is accrued ratably over the monitoring period.

In the MA segment, products and services offered by the Company include software licenses and related maintenance, subscriptions, and professional services. Revenue from subscription based products, such as research and data subscriptions and certain software-based credit risk management subscription products, is recognized ratably over the related subscription period, which is principally one year. Revenue from sale of perpetual licenses of credit processing software is generally recognized at the time the product master or first copy is delivered or transferred to and accepted by the customer. If uncertainty exists regarding customer acceptance of the product or service, revenue is not recognized until acceptance occurs. Software maintenance revenue is recognized ratably over the annual maintenance period. Revenue from services rendered within the professional services line of business is generally recognized as the services are performed. A large portion of annual research and data subscriptions and annual software maintenance are invoiced in the months of November, December and January.

Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where a multiple element arrangement includes software and non-software deliverables, revenue is allocated to the non-software deliverables and to the software deliverables, as a group, using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. Revenue is recognized for each element based upon the conditions for revenue recognition noted above.

 If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is allocated to each software deliverable using VSOE. In the instances where the Company is not able to determine VSOE for all of the deliverables of an arrangement, the Company allocates the revenue to the undelivered elements equal to its VSOE and the residual revenue to the delivered elements. If the Company is unable to determine VSOE for an undelivered element, the Company defers all revenue allocated to the software deliverables until the Company has delivered all of the elements or when VSOE has been determined for the undelivered elements. In cases where software implementation services are considered essential and VSOE of fair value exists for post-contract customer support (“PCS”), once the delivery criteria has been met on the standard software, license and service revenue is recognized on a percentage-of-completion basis as implementation services are performed, while PCS is recognized over the coverage period.  If VSOE of fair value does not exist for PCS, once the delivery criteria has been met on the standard software, service revenue is recognized on a zero profit margin basis until essential services are complete, at which point total arrangement revenue is then spread ratably over the remaining PCS coverage period.

 

Accounts Receivable Allowances

Moody's records an allowance for estimated future adjustments to customer billings as a reduction of revenue, based on historical experience and current conditions. Such amounts are reflected as additions to the accounts receivable allowance. Additionally, estimates of uncollectible accounts are recorded as bad debt expense and are reflected as additions to the accounts receivable allowance. Actual billing adjustments and uncollectible account write-offs are recorded against the allowance. Moody's evaluates its accounts receivable allowance by reviewing and assessing historical collection and adjustment experience and the current status of customer accounts. Moody's also considers the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Based on its analysis, Moody's adjusts its allowance as considered appropriate in the circumstances.

 

Contingencies

From time to time, Moody's is involved in legal and tax proceedings, governmental investigations and inquiries, claims and litigation that are incidental to the Company's business, including claims based on ratings assigned by MIS. Moody's is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company's liabilities and contingencies in connection with these matters based upon the latest information available. Moody's discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

For claims, litigation and proceedings and governmental investigations and inquires not related to income taxes, where it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, the Company records liabilities in the consolidated financial statements and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In other instances, because of uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if significant. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. In view of the inherent difficulty of predicting the outcome of litigation, regulatory, governmental investigations and inquiries, enforcement and similar matters , particularly where the claimants seek large or indeterminate damages or where the parties assert novel legal theories or the matters involve a large number of parties, the Company cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also cannot predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition. However, in light of the large or indeterminate damages sought in some of them, the absence of similar court rulings on the theories of law asserted and uncertainties regarding apportionment of any potential damages, an estimate of the range of possible losses cannot be made at this time.

The Company's wholly-owned insurance subsidiary insures the Company against certain risks including but not limited to deductibles for worker's compensation, employment practices litigation and employee medical claims and terrorism, for which the claims are not material to the Company. In addition, for claim years 2008 and 2009, the insurance subsidiary insured the Company for defense costs related to professional liability claims. For matters insured by the Company's insurance subsidiary, Moody's records liabilities based on the estimated total claims expected to be paid and total projected costs to defend a claim through its anticipated conclusion. The Company determines liabilities based on an assessment of management's best estimate of claims to be paid and legal defense costs as well as actuarially determined estimates. The Cheyne SIV and Rhinebridge SIV matters more fully discussed in Note 18 are both cases from the 2008/2009 claims period, and accordingly these matters are covered by the Company's insurance subsidiary. Defense costs for matters not self-insured by the Company's wholly-owned insurance subsidiary are expensed as services are provided.

For income tax matters, the Company employs the prescribed methodology of  Topic 740 of the ASC which requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority

Operating Expenses

Operating expenses include costs associated with the development and production of the Company's products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred, except for certain costs related to software implementation services which are deferred until related revenue is recognized.  Additionally, certain costs incurred to develop internal use software are capitalized and depreciated over their estimated useful life.

 

Selling, General and Administrative Expenses

SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales of products. They also include items such as office rent, business insurance, professional fees and gains and losses from sales and disposals of assets. SG&A expenses are charged to income as incurred, except for certain expenses incurred to develop internal use software are capitalized and depreciated over their estimated useful life.

 

Redeemable Noncontrolling Interest

The Company records its redeemable noncontrolling interest at fair value on the date of the related business combination transaction. The redeemable noncontrolling interest represents noncontrolling shareholders' interest in entities which are controlled but not wholly-owned by Moody's and for which Moody's obligation to redeem the minority shareholders' interest is governed by a put/call relationship. Subsequent to the initial measurement, the redeemable noncontrolling interest is recorded at the greater of its redemption value or its carrying value at the end of each reporting period. If the redeemable noncontrolling interest is carried at its redemption value, the difference between the redemption value and the carrying value would be adjusted through capital surplus at the end of each reporting period. The Company also performs a quarterly assessment to determine if the aforementioned redemption value exceeds the fair value of the redeemable noncontrolling interest. If the redemption value of the redeemable noncontrolling interest were to exceed its fair value, the excess would reduce the net income attributable to Moody's shareholders.

 

Foreign Currency Translation

For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are accumulated in a separate component of shareholders' equity.

 

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.

The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

For certain of its non-U.S. subsidiaries, the Company has deemed the undistributed earnings relating to these subsidiaries to be indefinitely reinvested within its foreign operations. Accordingly, the Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future due to complexities in the tax laws and in the hypothetical calculations that would have to be made.

 

Fair Value of Financial Instruments

The Company's financial instruments include cash, cash equivalents, trade receivables and payables, all of which are short-term in nature and, accordingly, approximate fair value. Additionally, the Company invests in short-term investments that are carried at cost, which approximates fair value due to their short-term maturities. Also, the Company uses derivative instruments, as further described in Note 5, to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value on the Company's consolidated balance sheets. The Company also is subject to contingent consideration obligations related to certain of its acquisitions as more fully discussed in Note 9. These obligations are carried at their estimated fair value within the Company's consolidated balance sheets.

Fair value is defined by the ASC as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.

The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:

Level 1 : quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;

Level 2 : inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level 3 : unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.

Cash equivalents consist of investments in high quality investment-grade securities within and outside the U.S. The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds and issuers of high- grade commercial paper. Short-term investments primarily consist of certificates of deposit as of December 31, 2013 and 2012. The Company manages its credit risk exposure on cash equivalents and short-term investments by limiting the amount it can invest with any single issuer. No customer accounted for 10% or more of accounts receivable at December 31, 2013 or 2012.

 

Earnings per Share of Common Stock

Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding during the reporting period.

 

Pension and Other Retirement Benefits

Moody's maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company's best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market related value of plan assets which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.

The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates are used for, but not limited to, revenue recognition, accounts receivable allowances, income taxes, contingencies, valuation of long-lived and intangible assets, goodwill, pension and other retirement benefits, stock-based compensation, and depreciation and amortization rates for property and equipment and computer software..

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  The objective of this ASU is to improve reporting by requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of operations.  The amendments in this ASU are required to be applied prospectively and are effective for reporting periods beginning after December 15, 2012.  The Company has fully adopted all provisions of this ASU as of January 1, 2013, and the implementation did not have any impact on the Company's consolidated financial statements other than to provide additional footnote disclosure which in included in Note 11.

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  The objective of this ASU is to improve reporting by requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of operations.  The amendments in this ASU are required to be applied prospectively and are effective for reporting periods beginning after December 15, 2012.  The Company has fully adopted all provisions of this ASU as of January 1, 2013, and the implementation did not have any impact on the Company's consolidated financial statements other than to provide additional footnote disclosure which in included in Note 11.

Comprehensive Income

Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including foreign currency translation impacts, net actuarial losses and net prior service costs related to pension and other retirement plans and gains and losses on derivative instruments

RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING (Tables)
Reconciliation of Basic to Diluted Shares Outstanding
   Year Ended December 31,
   2013 2012 2011
Basic  219.4  223.2  226.3
Dilutive effect of shares issuable under stock-based compensation plans  4.1  3.4  3.1
Diluted  223.5  226.6  229.4
 Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above  4.0  7.5  10.6
        
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)
     Fair Value of Derivative Instruments
      Balance Sheet Location  December 31, 2013  December 31, 2012
Assets:       
Derivatives designated as accounting hedges:      
  Interest rate swaps  Other assets $ 10.3 $13.8
  FX forwards on net investment in certain foreign subsidiaries  Other current assets   9.3   -
 Total derivatives designated as accounting hedges      19.6   13.8
Derivatives not designated as accounting hedges:          
  FX forwards on certain assets and liabilities  Other current assets   0.9   1.4
Total       $ 20.5 $ 15.2
Liabilities:           
Derivatives designated as accounting hedges:         
  Interest rate swaps  Accounts payable and accrued liabilities $ - $ 0.7
  FX forwards on net investment in certain foreign subsidiaries  Accounts payable and accrued liabilities   1.0   1.0
 Total derivatives designated as accounting hedges      1.0   1.7
Derivatives not designated as accounting hedges:          
   FX forwards on certain assets and liabilities  Accounts payable and accrued liabilities   0.7   0.7
             
Total    $ 1.7 $ 2.4
  Amount of Gain (Loss) Recognized in consolidated statement of operations
  Year Ended December 31,
Derivatives designated as accounting hedgesLocation on Consolidated Statements of Operations 2013  2012 2011
Interest rate swapsInterest Expense (expense), net$ 4.2 $ 3.6  4.1
Derivatives not designated as accounting hedges        
Foreign exchange forwardsOther non-operating (expense) income$ 2.1 $ 0.9  (1.4)
         
  Gains (Losses), net of tax
  December 31, 2013 December 31, 2012
     
FX forwards on net investment hedges$ 1.5 $ (2.2)
Interest rate swaps  -   (0.7)
 Total$ 1.5 $ (2.9)
       
 
Derivatives in Cash Flow Hedging Relationships Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion) Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  Year Ended December 31,   Year Ended December 31,   Year Ended December 31,
  2013 2012 2011   2013 2012 2011   2013 2012 2011
FX options $ - $ - $ - Revenue $ - $ - $ (0.2) Revenue $ - $ - $ -
Interest rate swaps   -   (0.1)   (0.6) Interest income(expense), net   (0.7)   (2.4)   (3.0) N/A   -   -   -
Total $ - $ (0.1) $ (0.6)   $ (0.7) $ (2.4) $ (3.2)   $ - $ - $ -
 December 31, December 31,
 2013 2012
Notional amount of Currency Pair:     
Contracts to sell euros for USD 50.0  50.0
Contracts to sell Japanese yen for USD¥ 19,700 ¥ -
Derivatives in Net Investment Hedging Relationships Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion) Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  Year Ended December 31,   Year Ended December 31,   Year Ended December 31,
  2013 2012   2013 2012   2013 2012
FX forwards $ 3.7 $ (2.2) N/A $ - $ - N/A $ - $ -
Total $ 3.7 $ (2.2)   $ - $ -   $ - $ -
  December 31, December 31,
  2013 2012
Notional amount of Currency Pair:      
Contracts to purchase USD with euros $ 14.2 $ 34.3
Contracts to sell USD for euros $ 53.2 $ 48.4
Contracts to purchase USD with GBP $ - $ 2.1
Contracts to sell USD for GBP $ - $ 1.7
Contracts to purchase USD with other foreign currencies $ - $ 6.7
Contracts to sell USD for other foreign currencies $ - $ 5.1
Contracts to purchase euros with other foreign currencies  13.1  14.4
Contracts to purchase euros with GBP  22.1  -
Contracts to sell euros for GBP  -  8.9
PROPERTY AND EQUIPMENT, NET (Tables)
Property and Equipment, Net
  December 31,
  2013 2012
Office and computer equipment (2 - 20 year estimated useful life)$ 129.7 $ 119.7
Office furniture and fixtures (5 - 10 year estimated useful life)  40.6   40.3
Internal-use computer software (3 - 5 year estimated useful life)  284.9   263.9
Leasehold improvements (3 - 20 year estimated useful life)  199.2   197.5
 Total property and equipment, at cost  654.4   621.4
Less: accumulated depreciation and amortization  (375.7)   (314.3)
Total property and equipment, net$ 278.7 $ 307.1
ACQUISITIONS (Tables)
0 Months Ended 12 Months Ended
Dec. 11, 2013
Dec. 31, 2013
Barrie & Hibbert Limited
 
 
Summary of Fair Values of Assets Acquired and Liabilities Assumed
 
Copal Partners
 
 
Summary of Fair Values of Assets Acquired and Liabilities Assumed
 
Total Consideration Transferred to Sellers
 
Amba
 
 
Summary of Fair Values of Assets Acquired and Liabilities Assumed
 
Total Consideration Transferred to Sellers
 
Current assets   $ 15.2
Property and equipment, net     0.7
Intangible assets:     
 Trade name (5 year weighted average life)$ 1.9   
 Client relationships (18 year weighted average life)  8.3   
 Software (7 year weighted average life)  16.8   
 Other intangibles (2 year weighted average life)  0.1   
 Total intangible assets (12 year weighted average life)     27.1
Goodwill     54.6
Liabilities assumed     (18.1)
Net assets acquired   $ 79.5
Current assets   $ 15.5
Property and equipment, net     0.5
Intangible assets:     
 Trade name (15 year weighted average life)$ 8.6   
 Client relationships (16 year weighted average life)  66.2   
 Other (2 year weighted average life)  4.4   
 Total intangible assets (15 year weighted average life)     79.2
Goodwill     136.9
Indemnification asset     18.8
Other assets     6.6
Liabilities assumed     (57.7)
Net assets acquired   $ 199.8
Cash paid $ 125.0
Put/call option for non-controlling interest  68.0
Contingent consideration liability assumed  6.8
Total fair value of consideration transferred$ 199.8
Current assets   $ 23.7
Property and equipment, net     0.4
Intangible assets:     
 Trade name (7 year weighted average life)$ 3.3   
 Client relationships (12 year weighted average life)  26.7   
 Other (3 year weighted average life)  1.6   
 Total intangible assets (11 year weighted average life)     31.6
Goodwill     34.5
Indemnification asset     10.4
Other assets     2.0
Liabilities assumed     (31.0)
Net assets acquired   $ 71.6
Cash paid $ 67.2
Contingent consideration liability assumed  4.3
Additional purchase price to be paid in 2014 based on final working capital acquired  0.1
Total fair value of consideration transferred$ 71.6
GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS (Tables)
  Year Ended December 31,2013
  MIS MA Consolidated
  Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill
Balance at beginning of year$ 11.5 $ - $ 11.5 $ 637.8 $ (12.2) $ 625.6 $ 649.3 $ (12.2) $ 637.1
                            
Additions/adjustments  -   -   -   34.5   -   34.5   34.5   -   34.5
Foreign currency translation adjustments  (0.1)   -   (0.1)   (6.3)   -   (6.3)   (6.4)   -   (6.4)
                     -   -   
Ending balance$ 11.4 $ - $ 11.4 $ 666.0 $ (12.2) $ 653.8 $ 677.4 $ (12.2) $ 665.2
                            
  Year Ended December 31,2012
  MIS MA Consolidated
  Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill Gross goodwill Accumulated Impairment charge Net goodwill
Balance at beginning of year$ 11.0 $ - $ 11.0 $ 631.9 $  $ 631.9 $ 642.9 $ - $ 642.9
                            
Additions/adjustments  -   -   -   (4.4)      (4.4)   (4.4)   -   (4.4)
Impairment charge  -   -   -   -   (12.2)   (12.2)   -   (12.2)   (12.2)
Foreign currency translation adjustments  0.5   -   0.5   10.3      10.3   10.8   -   10.8
                            
Ending balance$ 11.5 $ - $ 11.5 $ 637.8 $ (12.2) $ 625.6 $ 649.3 $ (12.2) $ 637.1
                           
   December 31,
   2013 2012
Customer relationships$ 237.4 $ 219.6
Accumulated amortization  (86.6)   (74.0)
 Net customer relationships  150.8   145.6
Trade secrets  31.1   31.4
Accumulated amortization  (18.5)   (16.0)
 Net trade secrets  12.6  - 15.4
Software  71.0   73.2
Accumulated amortization  (38.8)   (33.7)
 Net software  32.2  - 39.5
Trade names  31.3   28.3
Accumulated amortization  (11.7)   (10.3)
 Net trade names  19.6  - 18.0
Other  26.1   24.9
Accumulated amortization  (19.7)   (16.9)
 Net other  6.4  - 8.0
  Total$ 221.6 $ 226.5
 Year Ended December 31,
 2013 2012 2011
Amortization expense$ 28.0 $30.1 $20.5
Year Ended December 31,   
2014  $25.9
2015   24.3
2016   23.7
2017   21.0
2018   16.0
Thereafter   110.7
FAIR VALUE (Tables)
    Fair Value Measurement as of December 31, 2013
 Description Balance Level 1 Level 2 Level 3
Assets:            
 Derivatives (a) $ 20.5 $ - $ 20.5 $ -
 Total $ 20.5 $ - $ 20.5 $ -
               
Liabilities:            
 Derivatives (a) $ 1.7 $ - $ 1.7 $ -
 Contingent consideration arising from acquisitions (b)  17.5   -   -   17.5
 Total $ 19.2 $ - $ 1.7 $ 17.5
               
    Fair Value Measurement as of December 31, 2012
 Description Balance Level 1 Level 2 Level 3
Assets:            
 Derivatives (a) $ 15.2 $ - $ 15.2 $ -
 Total $ 15.2 $ - $ 15.2 $ -
Liabilities:            
 Derivatives (a) $ 2.4 $ - $ 2.4 $ -
 Contingent consideration arising from acquisitions (b)  9.0   -   -   9.0
 Total $ 11.4 $ - $ 2.4 $ 9.0
               
               
(a) Represents interest rate swaps and FX forwards on certain assets and liabilities as well as on certain non-U.S. dollar net investments in certain foreign subsidiaries more fully discussed in Note 5
               
(b) Represents contingent consideration liabilities pursuant to the agreements for certain MA acquisitions
               
               
       Contingent Consideration
       Year Ended
       December 31,
       2013 2012
 Balance as of January 1 $ 9.0 $ 9.1
 Contingent consideration assumed in acquisition of Amba   4.3   -
 Contingent consideration payments   (2.5)   (0.5)
  Losses included in earnings   6.9   0.1
 Foreign currency translation adjustments   (0.2)   0.3
 Balance as of December 31 $ 17.5 $ 9.0
DETAIL OF CERTAIN BALANCE SHEET INFORMATION (Tables)
  December 31,
  2013 2012
Other current assets:     
 Prepaid taxes$ 40.0 $ 31.8
 Prepaid expenses  48.1   47.3
 Other   26.3   12.8
 Total other current assets$ 114.4 $ 91.9
       
  December 31,
  2013 2012
Other assets:     
 Investments in joint ventures$ 37.5 $ 38.3
 Deposits for real-estate leases  10.3   10.0
 Indemnification assets related to acquisitions  27.0   18.7
 Other  37.3   29.0
 Total other assets$ 112.1 $ 96.0
       
  December 31,
  2013 2012
Accounts payable and accrued liabilities:     
 Salaries and benefits$ 77.1 $ 79.2
 Incentive compensation  135.9   162.6
 Profit sharing contribution  -   12.6
 Customer credits, advanced payments and advanced billings  21.7   21.5
 Self-insurance reserves  27.6   55.8
 Dividends  65.5   47.7
 Professional service fees  32.9   30.2
 Interest accrued on debt  36.3   23.4
 Accounts payable  16.4   14.3
 Income taxes (see Note 14)  47.5   56.1
 Pension and other retirement employee benefits (see Note 12)  7.0   4.4
 Other  71.0   47.5
 Total accounts payable and accrued liabilities$ 538.9 $ 555.3
       
  December 31,
  2013 2012
Other liabilities:     
 Pension and other retirement employee benefits (see Note 12)$ 164.0 $ 213.3
 Deferred rent-non-current portion  106.3   110.2
 Interest accrued on UTPs  18.0   10.6
 Legacy and other tax matters  15.4   37.1
 Other  56.5   38.9
 Total other liabilities$ 360.2 $ 410.1
       
       
       
  Year Ended December 31,
   2013  2012
(in millions)Redeemable Noncontrolling Interest
       
Balance January 1,$ 72.3 $ 60.5
 Adjustment due to right of offset for UTPs*  -   6.8
 Net earnings  5.8   3.6
 Dividends  (6.0)   (3.6)
 FX translation  -   1.6
 Adjustment to redemption value  7.9   3.4
Balance December 31,$ 80.0 $ 72.3
       
 * Relates to an adjustment for the right of offset pursuant to the Copal acquisition agreement whereby the amount due to the sellers under the put/call arrangement is reduced by the amount of UTPs that the Company may be required to pay. See Note 7 for further detail on this arrangement.
   Year Ended December 31, 2013
   Gains/(losses) on Cash Flow and Net Investment Hedges Pension and Other Retirement Benefits Foreign Currency Translation Adjustments Total
Balance December 31, 2012 $ (2.9) $ (90.1) $ 10.9 $ (82.1)
 Other comprehensive income/(loss) before reclassification   3.7   29.9   (15.2)   18.4
 Amounts reclassified from AOCI   0.7   7.0   1.4   9.1
Other comprehensive income/(loss)   4.4   36.9   (13.8)   27.5
Balance December 31, 2013 $ 1.5 $ (53.2) $ (2.9) $ (54.6)
           
           
           
  Year Ended December 31, 
(in millions) 2013  2012  2011 
Balance January 1,$ 55.8 $ 27.1 $ 30.0 
 Accruals (reversals), net  (0.9)   38.1   10.9 
 Payments  (27.3)   (9.4)   (13.8) 
Balance December 31,$ 27.6 $ 55.8 $ 27.1 
           
 Refer to the "Contingencies" accounting policy in Note 2 for further information on the Company's self-insurance reserves. These reserves primarily relate to legal defense costs for claims from 2008 and 2009. 
PENSION AND OTHER RETIREMENT BENEFITS (Tables)
   Pension Plans Other Retirement Plans
   2013 2012  2013 2012
Change in benefit obligation:             
 Benefit obligation, beginning of the period $ (356.3) $ (298.8)  $ (21.8) $ (20.2)
  Service cost   (19.8)   (18.9)    (1.7)   (1.5)
  Interest cost    (13.5)   (13.1)    (0.8)   (0.7)
  Plan participants’ contributions    -   -    (0.3)   (0.3)
  Benefits paid    5.3   5.7    0.6   1.0
  Actuarial gain (loss)    (0.7)   (11.0)    1.0   1.1
  Assumption changes    37.9   (20.2)    2.3   (1.2)
                
 Benefit obligation, end of the period   (347.1)   (356.3)    (20.7)   (21.8)
                
Change in plan assets:             
 Fair value of plan assets, beginning of the period   167.6   133.0    -   -
  Actual return on plan assets   23.0   19.0    -   -
  Benefits paid    (5.3)   (5.7)    (0.6)   (1.0)
  Employer contributions   19.3   21.3    0.3   0.7
  Plan participants' contributions   -   -    0.3   0.3
                
 Benefit obligation, end of the period   204.6   167.6    -   -
                
Funded Status of the plans   (142.5)   (188.7)    (20.7)   (21.8)
                
Amounts recorded on the consolidated balance sheets:             
 Pension and retirement benefits liability - current   (6.2)   (3.6)    (0.8)   (0.8)
 Pension and retirement benefits liability - non current   (136.3)   (185.1)    (19.9)   (21.0)
                
Net amount recognized $ (142.5) $ (188.7)  $ (20.7) $ (21.8)
                
Accumulated benefit obligation, end of the period $ (298.5) $ (298.4)       
                
  December 31,
  2013 2012
Aggregate projected benefit obligation  $ 347.1 $356.3
Aggregate accumulated benefit obligation  $ 298.5 $298.4
Aggregate fair value of plan assets  $ 204.6 $167.6
  Pension Plans  Other Retirement Plans
  2013 2012 2013 2012
Net actuarial losses $ (84.6) $ (142.7) $ (2.4) $ (6.0)
Net prior service costs    (3.3)   (4.0)   -   -
             
Total recognized in AOCI- pretax  $ (87.9) $ (146.7) $ (2.4) $ (6.0)
  Pension Plans  Other Retirement Plans
      
Net actuarial losses  $ 6.0 $  
Net prior service costs    0.7   
       
Total to be recognized as components of net periodic expense  $ 6.7 $  

  Pension Plans  Other Retirement Plans
      
Net actuarial losses  $ 6.0 $  
Net prior service costs    0.7   
       
Total to be recognized as components of net periodic expense  $ 6.7 $  
  Pension Plans  Other Retirement Plans
  2013 2012 2011 2013 2012 2011
Components of net periodic expense                   
Service cost  $ 19.8 $ 18.9 $ 15.1 $ 1.7 $ 1.5 $ 1.1
Interest cost   13.5  13.1  13.1   0.8  0.7  0.8
Expected return on plan assets    (12.9)   (12.5)   (11.9)   -   -   -
Amortization of net actuarial loss from earlier periods   10.8  9.1  5.0   0.3  0.3  0.3
Amortization of net prior service costs from earlier periods   0.6  0.7  0.6   -   -   -
Settlement charges    -   -  1.6   -   -   -
                   
Net periodic expense  $ 31.8 $ 29.3 $ 23.5 $ 2.8 $ 2.5 $ 2.2
                   
             
  Pension Plans  Other Retirement Plans
 2013 2012 2013 2012
Amortization of net actuarial losses  $ 10.8  $ 9.1 $ 0.3 $ 0.3
Amortization of prior service costs   0.6  0.7   -   -
Net actuarial loss arising during the period    47.3   (24.7)   3.3   (0.2)
             
Total recognized in OCI – pre-tax  $ 58.7  $ (14.9) $ 3.6 $ 0.1
             
  Pension Plans  Other Retirement Plans
  2013 2012 2013 2012
Discount rate  4.71% 3.82% 4.45% 3.55%
Rate of compensation increase  4.00% 4.00%  -  -
  Pension Plans  Other Retirement Plans
 2013 2012 2011 2013 2012 2011
Discount rate  3.82% 4.25% 5.39% 3.55% 4.05% 5.15%
Expected return on plan assets  7.30% 7.85% 8.35%  -  -  -
Rate of compensation increase  4.00% 4.00% 4.00%  -  -  -
  2013 2012 2011
  Pre-age 65   Post-age 65  Pre-age 65  Post-age 65  Pre-age 65  Post-age 65
Healthcare cost trend rate assumed  8.2%  7.3% 6.9% 7.9% 7.4% 8.4%
for the following year  
    
Ultimate rate to which the cost trend  5.0% 5.0% 5.0%
rate is assumed to decline (ultimate        
trend rate)        
    
Year that the rate reaches the ultimate trend rate  20282026 2020 2020
              
   Fair Value Measurement as of December 31, 2013
Asset Category Balance Level 1 Level 2 Level 3 % of total assets
Cash and cash equivalent $ 0.4 $ - $ 0.4 $ -  -
Emerging markets equity fund   14.6 $ 14.6 $ -   - 7%
Common/collective trust funds - equity securities              
 U.S. large-cap   44.5   -   44.5   - 22%
 U.S. small and mid-cap   15.3   -   15.3   - 7%
 International   58.2   -   58.2   - 29%
Total equity investments   132.6 - - 14.6 -  118.0 -  - 65%
Common/collective trust funds - fixed income securities              
 Long-term government/treasury bonds   13.7   -   13.7   - 7%
 Long-term investment grade corporate bonds   15.4   -   15.4   - 7%
 U.S. Treasury Inflation-Protected Securities (TIPs)   8.7   -   8.7   - 4%
 Emerging markets bonds   5.8   -   5.8   - 3%
 High yield bonds   6.1   -   6.1   - 3%
Total fixed-income investments   49.7 -  - -  49.7 -  - 24%
Common/collective trust funds - convertible securities   6.3   -   6.3   - 3%
Private real estate fund   15.6   -   -   15.6 8%
Total other investment   21.9 -  - -  6.3 -  15.6 11%
Total Assets $ 204.6 -$ 14.6 -$ 174.4 -$ 15.6 100%
                
   Fair Value Measurement as of December 31, 2012
Asset Category Balance Level 1 Level 2 Level 3 % of total assets
Cash and cash equivalent $ 0.2 $- $ 0.2 $-  -
Emerging markets equity fund   13.3 $ 13.3 $-  - 8%
Common/collective trust funds - equity securities              
 U.S. large-cap   32.0  -   32.0  - 19%
 U.S. small and mid-cap   10.7  -   10.7  - 6%
 International   44.1  -   44.1  - 27%
Total equity investments   100.1   13.3   86.8   60%
Common/collective trust funds - fixed income securities              
 Long-term government/treasury bonds   13.8  -   13.8  - 8%
 Long-term investment grade corporate bonds   17.5  -   17.5  - 11%
 U.S. Treasury Inflation-Protected Securities (TIPs)   8.5  -   8.5  - 5%
 Emerging markets bonds   5.4  -   5.4  - 3%
 High yield bonds   5.2  -   5.2  - 3%
Total fixed-income investments   50.4     50.4   30%
Common/collective trust funds - convertible securities   4.8  -   4.8  - 3%
Private real estate fund   12.1  -  -   12.1 7%
Total other investment   16.9     4.8   12.1 10%
Total Assets $ 167.6 $13.3  $ 142.2 $ 12.1 100%
                
Real estate investment fund:    
Balance as of December 31, 2012  $ 12.1
Return on plan assets related to assets held as of December 31, 2013   1.5
Purchases (sales), net    2.0
    
Balance as of December 31, 2013 $ 15.6
Year Ending December 31,  Pension Plans  Other  Retirement Plans
  
2014 $ 9.5 $ 0.8
2015  7.6  1.0
2016  10.5  1.1
2017  10.9  1.2
2018  35.4  1.3
2019 – 2023 $ 96.8 $ 8.8
STOCK - BASED COMPENSATION PLANS (Tables)
 Year Ended December 31,
 2013 2012 2011
Stock-based compensation expense$ 67.1 $ 64.5 $ 56.7
Tax benefit$ 24.7 $ 23.3 $ 18.1
 Year Ended December 31,
 2013 2012 2011
Expected dividend yield 1.72%  1.66%  1.53%
Expected stock volatility 43%  44%  41%
Risk-free interest rate 1.53%  1.55%  3.33%
Expected holding period 7.2 years  7.4 years  7.6 years
Grant date fair value$ 17.58 $ 15.19 $ 12.49
Options Shares  Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term  Aggregate Intrinsic Value
Outstanding, December 31, 2012  13.0 $ 42.82     
Granted  0.5   46.45     
Exercised  (4.3)   37.55     
Forfeited  (0.1)   35.53     
Expired  (0.2)   69.01     
Outstanding, December 31, 2013  8.9 $ 45.00 4.4 yrs $ 296.4
Vested and expected to vest, December 31, 2013  8.7 $ 45.11 4.3 yrs $ 290.7
Exercisable, December 31, 2013  7.2 $ 47.11 3.7 yrs $ 225.7
 Year Ended December 31,
 2013 2012 2011
Proceeds from stock option exercises$ 163.3 $ 127.4 $ 50.3
Aggregate intrinsic value$ 112.4 $ 61.3 $ 25.3
Tax benefit realized upon exercise$ 41.1 $ 23.4 $ 9.6
Nonvested Restricted Stock Shares Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2012  3.0 $ 33.08
 Granted  1.3 $ 46.52
 Vested  (1.1) $ 31.60
 Forfeited  (0.1) $ 37.72
Balance, December 31, 2013  3.1 $ 39.30
 Year Ended December 31,
 2013 2012 2011
Fair value of vested shares$ 54.6 $ 37.8 $ 18.9
Tax benefit realized upon vesting$ 19.3 $ 13.4 $ 6.9
Performance-based restricted stock Shares Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2012  1.0 $ 30.06
 Granted  0.3 $ 44.07
 Adjustment to shares expected to vest*  (0.1) $ 33.31
Balance, December 31, 2013  1.2 $ 31.17
INCOME TAXES (Tables)
   Year Ended December 31,
   2013 2012 2011
Current:        
 Federal$ 226.2 $ 168.1 $ 133.6
 State and Local  57.6   33.7   28.1
 Non-U.S.  96.8   86.4   89.8
  Total current  380.6   288.2   251.5
Deferred:        
 Federal  (13.1)   35.7   9.3
 State and Local  (5.6)   4.5   7.0
 Non-U.S.  (8.5)   (4.1)   (6.0)
  Total deferred  (27.2)   36.1   10.3
Total provision for income taxes$ 353.4 $ 324.3 $ 261.8
 Year Ended December 31,
 2013 2012 2011
U.S. statutory tax rate 35.0%  35.0%  35.0%
State and local taxes, net of federal tax benefit 2.9  2.4  2.7
Benefit of foreign operations (6.4)  (6.1)  (6.3)
Legacy tax items (0.6)  (0.4)  (0.2)
Other  (0.7)   0.8  0.0
Effective tax rate 30.2%  31.7%  31.2%
Income tax paid$ 335.7(1)$ 293.3(2)$ 191.4
(1) Includes fourth quarter 2012 estimated federal tax payment made in 2013 due to IRS relief for companies affected by Hurricane Sandy
(2) Includes approximately $92 million in payments for tax audit settlements in the first quarter of 2012
 Year Ended December 31,
 2013 2012 2011
United States$ 836.1 $ 694.2 $ 469.1
International  333.2   329.8   370.7
Income before provision for income taxes$ 1,169.3 $ 1,024.0 $ 839.8
     December 31,
     2013 2012
Deferred tax assets:      
 Current:      
  Account receivable allowances $ 8.2 $ 8.2
  Accrued compensation and benefits   12.8   13.3
  Deferred revenue   7.3   6.1
  Legal and professional fees   10.9   8.4
  Restructuring   3.5   1.5
  Uncertain tax positions   7.5   -
  Other   0.7   3.1
   Total current   50.9   40.6
 Non-current:      
  Accumulated depreciation and amortization   2.6   0.4
  Stock-based compensation   73.7   86.9
  Benefit plans   78.9   96.6
  Deferred rent and construction allowance   30.4   31.3
  Deferred revenue   33.4   34.3
  Foreign net operating loss (1)  10.6   13.0
  Uncertain tax positions   26.8   25.9
  Self-insured related reserves   20.4   33.8
  Other   4.3   4.5
   Total non-current   281.1   326.7
Total deferred tax assets   332.0   367.3
Deferred tax liabilities:      
 Current:      
  Other   -   (0.2)
   Total Current   -   (0.2)
 Non-current:      
  Accumulated depreciation and amortization of intangible assets and capitalized software   (153.7)   (154.7)
  Foreign earnings to be repatriated   (3.7)   (4.7)
  Self-insured related income   (24.0)   (39.7)
  Other liabilities   (2.7)   (3.9)
   Total non-current   (184.1)   (203.0)
Total deferred tax liabilities   (184.1)   (203.2)
Net deferred tax asset   147.9   164.1
Valuation allowance   (8.4)   (15.2)
Total net deferred tax assets $ 139.5 $ 148.9
          
(1) Amounts are primarily set to expire beginning in 2017, if unused.      
 Year Ended December 31,
 2013 2012 2011
Balance as of January 1$ 156.6 $ 205.4 $ 180.8
Additions for tax positions related to the current year  67.8   49.1   48.9
Additions for tax positions of prior years  6.1   18.9   15.3
Reductions for tax positions of prior years  (10.1)   (20.6)   (27.3)
Settlements with taxing authorities  (21.4)   (91.5)   (2.1)
Lapse of statute of limitations  (3.4)   (4.7)   (10.2)
Balance as of December 31$ 195.6 $ 156.6 $ 205.4
INDEBTEDNESS (Tables)
  December 31,
  2013 2012
2012 Facility$ - $ -
Notes payable:     
 Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 and $13.8 million at 2012  310.3   313.8
 Series 2007-1 Notes due in 2017  300.0   300.0
 2010 Senior Notes, due 2020, net of unamortized discount of $2.2 million and $2.6 million in 2013 and 2012, respectively  497.8   497.4
 2012 Senior Notes, due 2022, net of unamortized discount of $3.5 million in 2013 and $3.8 million in 2012  496.5   496.2
 2013 Senior Notes, due 2024, net of unamortized discount of $2.8 million in 2013  497.2   -
2008 Term Loan, various payments through 2013  -   63.8
Total debt  2,101.8   1,671.2
Current portion  -   (63.8)
Total long-term debt$ 2,101.8 $ 1,607.4

  December 31,
  2013 2012
2012 Facility$ - $ -
Notes payable:     
 Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 and $13.8 million at 2012  310.3   313.8
 Series 2007-1 Notes due in 2017  300.0   300.0
 2010 Senior Notes, due 2020, net of unamortized discount of $2.2 million and $2.6 million in 2013 and 2012, respectively  497.8   497.4
 2012 Senior Notes, due 2022, net of unamortized discount of $3.5 million in 2013 and $3.8 million in 2012  496.5   496.2
 2013 Senior Notes, due 2024, net of unamortized discount of $2.8 million in 2013  497.2   -
2008 Term Loan, various payments through 2013  -   63.8
Total debt  2,101.8   1,671.2
Current portion  -   (63.8)
Total long-term debt$ 2,101.8 $ 1,607.4
Year Ending December 31, Series 2005-1 Notes Series 2007-1 Notes 2010 Senior Notes 2012 Senior Notes 2013 Senior Notes Total
                   
2014 $ - $ - $ - $ - $ - $ -
2015   300.0   -   -   -   -   300.0
2016   -   -   -   -   -   -
2017   -   300.0   -   -   -   300.0
2018   -   -   -   -   -   -
Thereafter   -      500.0   500.0   500.0   1,500.0
Total $ 300.0 $ 300.0 $ 500.0 $ 500.0 $ 500.0 $ 2,100.0

Year Ending December 31, Series 2005-1 Notes Series 2007-1 Notes 2010 Senior Notes 2012 Senior Notes 2013 Senior Notes Total
                   
2014 $ - $ - $ - $ - $ - $ -
2015   300.0   -   -   -   -   300.0
2016   -   -   -   -   -   -
2017   -   300.0   -   -   -   300.0
2018   -   -   -   -   -   -
Thereafter   -      500.0   500.0   500.0   1,500.0
Total $ 300.0 $ 300.0 $ 500.0 $ 500.0 $ 500.0 $ 2,100.0
 Year Ended December 31,
 2013 2012 2011
Income$ 5.5 $ 5.2 $ 5.3
Expense on borrowings  (92.3)   (73.8)   (65.5)
(Expense) income on UTPs and other tax related liabilities  (8.6)   0.4   (8.7)
Legacy Tax (a)  3.6   4.4   3.7
Interest capitalized  -   -   3.1
Total$ (91.8) $ (63.8) $ (62.1)
Interest paid (b)$ 81.9 $ 94.4 $ 67.2
         
(a) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.
(b) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5.

 Year Ended December 31,
 2013 2012 2011
Income$ 5.5 $ 5.2 $ 5.3
Expense on borrowings  (92.3)   (73.8)   (65.5)
(Expense) income on UTPs and other tax related liabilities  (8.6)   0.4   (8.7)
Legacy Tax (a)  3.6   4.4   3.7
Interest capitalized  -   -   3.1
Total$ (91.8) $ (63.8) $ (62.1)
Interest paid (b)$ 81.9 $ 94.4 $ 67.2
         
(a) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.
(b) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5.
 December 31, 2013 December 31, 2012
 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Series 2005-1 Notes*$ 310.3 $ 319.2 $ 313.8 $ 326.1
Series 2007-1 Notes  300.0   334.7   300.0   348.3
2010 Senior Notes  497.8   536.6   497.4   562.8
2012 Senior Notes   496.5   497.0   496.2   528.8
2013 Senior Notes   497.2   501.2      
2008 Term Loan  -   -   63.8   63.8
Total$ 2,101.8 $ 2,188.7 $ 1,671.2 $ 1,829.8
* The carrying amount includes a $10.3 million and $13.8 million fair value adjustment on an interest rate hedge at December 31, 2013 and 2012, respectively.

 December 31, 2013 December 31, 2012
 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Series 2005-1 Notes*$ 310.3 $ 319.2 $ 313.8 $ 326.1
Series 2007-1 Notes  300.0   334.7   300.0   348.3
2010 Senior Notes  497.8   536.6   497.4   562.8
2012 Senior Notes   496.5   497.0   496.2   528.8
2013 Senior Notes   497.2   501.2      
2008 Term Loan  -   -   63.8   63.8
Total$ 2,101.8 $ 2,188.7 $ 1,671.2 $ 1,829.8
* The carrying amount includes a $10.3 million and $13.8 million fair value adjustment on an interest rate hedge at December 31, 2013 and 2012, respectively.
LEASE COMMITMENTS (Tables)
Operating Leases, Minimum Rent for Payment
Year Ending December 31, Operating Leases
2014 $ 78.0
2015   68.0
2016   59.6
2017   58.0
2018   58.0
Thereafter   484.0
Total minimum lease payments $ 805.6
SEGMENT INFORMATION (Tables)
    Year Ended December 31,
    2013 2012
    MIS MA Eliminations Consolidated MIS MA Eliminations Consolidated
Revenue $ 2,138.0 $ 924.7 $ (90.2) $ 2,972.5 $ 1,958.3 $ 855.3 $ (83.3) $ 2,730.3
Operating, SG&A   1,022.6   712.1   (90.2)   1,644.5   967.6   662.9   (83.3)   1,547.2
Adjusted Operating Income  1,115.4   212.6   -   1,328.0   990.7   192.4   -   1,183.1
                           
 Depreciation and amortization  46.6   46.8   -   93.4   44.2   49.3   -   93.5
 Goodwill impairment charge  -   -      -   -   12.2   -   12.2
                           
Operating income $ 1,068.8 $ 165.8 $ - $ 1,234.6 $ 946.5 $ 130.9 $ - $ 1,077.4
                           
                Year Ended December 31,
      2011
            MIS MA Eliminations Consolidated
Revenue             $ 1,634.7 $ 722.4 $ (76.4) $ 2,280.7
Operating, SG&A               832.3   557.2   (76.4)   1,313.1
Adjusted Operating Income              802.4   165.2   -   967.6
                           
 Depreciation and amortization              41.2   38.0   -   79.2
                           
Operating income          $ 761.2 $ 127.2 $ - $ 888.4
  Year Ended December 31,
  2013 2012 2011
MIS:        
Corporate finance (CFG)$ 996.8 $ 857.6 $ 652.1
Structured finance (SFG)  382.5   381.0   344.6
Financial institutions (FIG)  338.8   325.5   294.9
Public, project and infrastructure finance (PPIF)  341.3   322.7   277.3
 Total external revenue  2,059.4   1,886.8   1,568.9
Intersegment royalty  78.6   71.5   65.8
 Total  2,138.0   1,958.3   1,634.7
MA:        
Research, data and analytics (RD&A)  532.0   493.2   453.9
Enterprise risk solutions (ERS)  262.5   242.6   196.1
Professional services (PS)  118.6   107.7   61.8
 Total external revenue  913.1   843.5   711.8
Intersegment revenue  11.6  11.8  10.6
 Total  924.7   855.3   722.4
Eliminations  (90.2)   (83.3)   (76.4)
 Total MCO$ 2,972.5 $ 2,730.3 $ 2,280.7
  Year Ended December 31,
  2013 2012 2011
Revenue:        
U.S.$ 1,626.5 $ 1,472.4 $ 1,177.0
International:        
 EMEA  862.8   800.2   708.4
 Asia-Pacific  286.1   266.5   233.0
 Americas  197.1   191.2   162.3
 Total International  1,346.0   1,257.9   1,103.7
Total$ 2,972.5 $ 2,730.3 $ 2,280.7
Long-lived assets at December 31:        
United States$ 547.1 $ 498.4 $ 495.8
International  618.0   672.3   727.5
Total$ 1,165.1 $ 1,170.7 $ 1,223.3
VALUATION AND QUALIFYING ACCOUNTS (Tables)
Summary of Activity for Both Allowances
Year Ended December 31, Balance at Beginning of the Year Additions Write-offs and Adjustments Balance at End of the Year
2013             
 Accounts receivable allowance $ (29.1) $ (44.5) $ 44.7 $ (28.9)
 Deferred tax assets - valuation allowance $ (15.2) $ (0.1) $ 6.9 $ (8.4)
2012             
 Accounts receivable allowance $ (28.0) $ (44.3) $ 43.2 $ (29.1)
 Deferred tax assets - valuation allowance $ (13.9) $ (3.1) $ 1.8 $ (15.2)
2011             
 Accounts receivable allowance $ (33.0) $ (40.6) $ 45.6 $ (28.0)
 Deferred tax assets - valuation allowance $ (12.8) $ (4.0) $ 2.9 $ (13.9)
OTHER NON-OPERATING INCOME (EXPENSE), NET (Tables)
Components of Other Non-Operating Income (Expense), Net
  Year Ended December 31,
  2013 2012 2011
FX gain(loss)$ - $ (5.9) $ 2.6
Legacy Tax (a)  19.2   12.8   6.4
Joint venture income  8.8   4.8   6.8
Other  (1.5)   (1.3)   (2.3)
 Total$ 26.5 $ 10.4 $ 13.5
          
(a) The 2013 amount represents a reversal a liability relating to favorable resolution of a Legacy Tax Matter for the 2007 - 2009 tax years. The 2012 amount represents a reversal of a liability relating to the favorable resolution of a Legacy tax Matter for the 2005 and 2006 tax years. The 2011 amounts represent a reversal of a liability relating to the lapse of the statute of limitations for a 2004 Legacy Tax Matter.
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)
Quarterly Financial Data
   Three Months Ended
(amounts in millions, except EPS) March 31 June 30 September 30 December 31
2013            
Revenue $ 731.8 $ 756.0 $ 705.5 $ 779.2
Operating Income $ 280.4 $ 350.8 $ 291.5 $ 311.9
Net income attributable to Moody's $ 188.4 $ 225.5 $ 183.9 $ 206.7
EPS:            
 Basic $ 0.84 $ 1.01 $ 0.84 $ 0.96
 Diluted $ 0.83 $ 1.00 $ 0.83 $ 0.94
2012            
Revenue $ 646.8 $ 640.8 $ 688.5 $ 754.2
Operating income $ 269.0 $ 278.5 $ 269.7 $ 260.2
Net income attributable to Moody's $ 173.5 $ 172.5 $ 183.9 $ 160.1
EPS:            
 Basic $ 0.78 $ 0.77 $ 0.83 $ 0.72
 Diluted $ 0.76 $ 0.76 $ 0.81 $ 0.70
Description of Business and Basis of Presentation - Additional Information (Detail)
12 Months Ended
Dec. 31, 2013
Segment Reporting Information [Line Items]
 
Number of reportable segments
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
 
 
 
Research and development costs
$ 22.8 
$ 16.1 
$ 29.8 
Expected lives of rated securities, weighted average
2 years 
 
 
Deferred Revenue related to rated securities
97.0 
82.0 
79.0 
Account receivable related to commercial paper
$ 21.0 
$ 22.0 
$ 24.0 
Concentration risk, percentage
1,000.00% 
1,000.00% 
 
Reconciliation of Basic to Diluted Shares Outstanding (Detail)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule Of Weighted Average Number Of Diluted Shares Outstanding [Line Items]
 
 
 
Basic
219.4 
223.2 
226.3 
Dilutive effect of shares issuable under stock-based compensation plans
4.1 
3.4 
3.1 
Diluted
223.5 
226.6 
229.4 
Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above
4.0 
7.5 
10.6 
Short -Term Investments - Additional Information (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Schedule Of Investments [Line Items]
 
 
Short-term investment securities, maturity date
90 
90 
Minimum
 
 
Schedule Of Investments [Line Items]
 
 
Short Term Investments Maturity Period
Maximum
 
 
Schedule Of Investments [Line Items]
 
 
Short Term Investments Maturity Period
11 
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2008
2008 Term Loan
Dec. 31, 2010
Series 2005 - 1 Swap
Derivative [Line Items]
 
 
Interest rate swaps notional amount
$ 150.0 
$ 300.0 
Floating interest rate base
 
3-month LIBOR 
Summary of Notional Amounts of Outstanding Foreign Exchange Forwards, Cash Flow Hedging (Detail)
In Millions, unless otherwise specified
Dec. 31, 2013
Foreign Currency Forward Contracts To Purchase U S Dollars With Euros
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Purchase U S Dollars With Euros
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell U S Dollars For Euros
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell U S Dollars For Euros
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Purchase U S Dollars With GBP
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Purchase U S Dollars With GBP
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell U S Dollars For GBP
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell U S Dollars For GBP
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Purchase U S Dollars With Other Foreign Currencies
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Purchase U S Dollars With Other Foreign Currencies
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell U S Dollars For Other Foreign Currencies
USD ($)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell U S Dollars For Other Foreign Currencies
USD ($)
Dec. 31, 2013
Foreign Currency Forward Contracts To Purchase Euros With Other Foreign Currencies
EUR (€)
Dec. 31, 2012
Foreign Currency Forward Contracts To Purchase Euros With Other Foreign Currencies
EUR (€)
Dec. 31, 2013
Foreign Currency Forward Contracts To Purchase Euros With GBP
EUR (€)
Dec. 31, 2012
Foreign Currency Forward Contracts To Purchase Euros With GBP
EUR (€)
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell Euros For GBP
EUR (€)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell Euros For GBP
EUR (€)
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contracts to purchase foreign currencies
$ 14.2 
$ 34.3 
 
 
$ 0 
$ 2.1 
 
 
$ 0 
$ 6.7 
 
 
€ 13.1 
€ 14.4 
€ 22.1 
€ 0 
 
 
Contracts to sell foreign currencies
 
 
$ 53.2 
$ 48.4 
 
 
$ 0 
$ 1.7 
 
 
$ 0 
$ 5.1 
 
 
 
 
€ 0 
€ 8.9 
Summary of Notional Amounts of Outstanding Foreign Exchange Forward Contracts, Designated as Net Investment Hedges (Detail)
In Millions, unless otherwise specified
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell Euros for U S Dollars
EUR (€)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell Euros for U S Dollars
EUR (€)
Dec. 31, 2013
Foreign Currency Forward Contracts To Sell Japanese Yen For US Dollars [Member]
JPY (¥)
Dec. 31, 2012
Foreign Currency Forward Contracts To Sell Japanese Yen For US Dollars [Member]
JPY (¥)
Derivative [Line Items]
 
 
 
 
Contracts to sell foreign currencies
€ 50.0 
€ 50.0 
¥ 19,700.0 
¥ 0 
Fair Value of Derivative Instruments (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Derivatives Fair Value [Line Items]
 
 
Derivatives assets
$ 20.5 
$ 15.2 
Derivatives liabilities
1.7 
2.4 
Derivatives designated as accounting hedges
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives assets
19.6 
13.8 
Derivatives liabilities
1.0 
1.7 
Derivatives designated as accounting hedges |
Interest rate swaps |
Other Assets
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives assets
10.3 
13.8 
Derivatives designated as accounting hedges |
Interest rate swaps |
Accounts payable and accrued liabilities
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives liabilities
0.7 
Derivatives designated as accounting hedges |
Foreign exchange forward |
Net Investment Hedging |
Other Current Assets
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives assets
9.3 
Derivatives designated as accounting hedges |
Foreign exchange forward |
Net Investment Hedging |
Accounts payable and accrued liabilities
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives liabilities
1.0 
1.0 
Derivatives not designated as accounting hedges |
Foreign exchange forward |
Other Current Assets
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives assets
0.9 
1.4 
Derivatives not designated as accounting hedges |
Foreign exchange forward |
Accounts payable and accrued liabilities
 
 
Derivatives Fair Value [Line Items]
 
 
Derivatives liabilities
$ 0.7 
$ 0.7 
Summary of Net Gain (Loss) on Foreign Exchange Forwards Not Designated as Hedging Instruments and on Interest Rate Swaps Designated as Fair Value Hedges (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Derivatives designated as accounting hedges |
Interest rate swaps |
Interest expense, net
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain (Loss) Recognized in Income
$ 4.2 
$ 3.6 
$ 4.1 
Derivatives not designated as accounting hedges |
Foreign Exchange Forwards and Options |
Other non-operating (expense) income
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain (Loss) Recognized in Income
$ 2.1 
$ 0.9 
$ (1.4)
Gains and Losses on Derivatives Designated as Hedging Instruments (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
$ 0 
$ (0.1)
$ (0.6)
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
(0.7)
(2.4)
(3.2)
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Cash Flow Hedging |
Interest rate swaps
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
(0.1)
(0.6)
Cash Flow Hedging |
Interest income (expense), net
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
(0.7)
(2.4)
(3.0)
Cash Flow Hedging |
N/A
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$ 0 
$ 0 
$ 0 
Gains and Losses on Derivatives Designated as Hedging Instruments, Net Investment Hedging (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
$ 0 
$ (0.1)
$ (0.6)
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
(0.7)
(2.4)
(3.2)
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Net Investment Hedging
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
3.7 
(2.2)
 
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
 
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Net Investment Hedging |
Foreign exchange forward
 
 
 
Derivative Instruments Gain Loss [Line Items]
 
 
 
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
3.7 
(2.2)
 
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
 
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$ 0 
$ 0 
 
Cumulative Amount of Unrecognized Hedge Losses Recorded in Accumulated Other Comprehensive Income (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Hedge Underlying Gain Loss [Line Items]
 
 
Cumulative amount of unrecognized hedge losses recorded in AOCI
$ 1.5 
$ (2.9)
Net Investment Hedging |
Foreign exchange forward
 
 
Hedge Underlying Gain Loss [Line Items]
 
 
Cumulative amount of unrecognized hedge losses recorded in AOCI
1.5 
(2.2)
Cash Flow Hedging |
Interest rate swaps
 
 
Hedge Underlying Gain Loss [Line Items]
 
 
Cumulative amount of unrecognized hedge losses recorded in AOCI
$ 0 
$ (0.7)
Property and Equipment, Net (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Property Plant And Equipment [Line Items]
 
 
Office and computer equipment (3 - 20 year estimated useful life)
$ 129.7 
$ 119.7 
Office furniture and fixtures (5 - 10 year estimated useful life)
40.6 
40.3 
Internal-use computer software (3 - 5 year estimated useful life)
284.9 
263.9 
Leasehold improvements (3 - 20 year estimated useful life)
199.2 
197.5 
Total property and equipment, at cost
654.4 
621.4 
Property and equipment, accumulated depreciation
375.7 
314.3 
Total property and equipment, net
$ 278.7 
$ 307.1 
Property and Equipment, Net (Parenthetical) (Detail)
12 Months Ended
Dec. 31, 2013
Minimum |
Office and computer equipment
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
2 years 
Minimum |
Office furniture and fixtures
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
5 years 
Minimum |
Internal-use Computer Software
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
3 years 
Minimum |
Leasehold Improvements
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
3 years 
Maximum |
Office and computer equipment
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
20 years 
Maximum |
Office furniture and fixtures
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
10 years 
Maximum |
Internal-use Computer Software
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
5 years 
Maximum |
Leasehold Improvements
 
Property Plant And Equipment [Line Items]
 
Property plant and equipment useful life
20 years 
Property and Equipment, Net - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Property Plant And Equipment Disclosure [Line Items]
 
 
 
Depreciation and amortization expense related to property and equipment
$ 65.4 
$ 63.4 
$ 58.7 
Acquisitions - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
0 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2013
Dec. 16, 2011
Barrie & Hibbert Limited
Nov. 4, 2011
Copal Partners
Dec. 31, 2011
Copal Partners
Nov. 4, 2011
Copal
Dec. 31, 2013
Copal
Nov. 4, 2011
Copal
Maximum
Nov. 4, 2011
Copal Group of Companies
Dec. 11, 2013
Amba
Dec. 31, 2013
Amba
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Purchase price
 
$ 79.5 
 
 
 
 
 
 
 
 
Acquired cash
 
10.0 
7.0 
 
 
 
 
 
16.0 
 
Amount related to transaction cost
 
1.0 
 
7.0 
 
 
 
 
 
1.0 
Acquired interest
 
 
67.00% 
 
100.00% 
 
 
75.00% 
 
 
Remaining ownership interest
33.00% 
 
(33.00%)
 
 
 
 
 
 
 
Option minimum exercise price
 
 
(46.0)
 
 
46.0 
 
 
 
 
Non-interest bearing note issued
 
 
14.2 
 
14.2 
14.2 
 
 
 
 
Contingent consideration liability assumed
 
 
6.8 
 
 
 
 
 
 
 
Contingent cash payment
2.5 
 
 
 
 
 
2.5 
 
 
 
Additional direct equity investment
 
 
 
 
 
 
 
 
 
100.00% 
Acquired receivables gross contractual amount
 
 
 
 
 
 
 
 
 
$ 6.0 
Purchase Price Allocation (Detail) (USD $)
In Millions, unless otherwise specified
Nov. 4, 2011
Copal Partners
Nov. 4, 2011
Copal Partners
Trade names
Nov. 4, 2011
Copal Partners
Client relationships
Nov. 4, 2011
Copal Partners
Other intangibles
Dec. 16, 2011
Barrie & Hibbert Limited
Dec. 16, 2011
Barrie & Hibbert Limited
Trade names
Dec. 16, 2011
Barrie & Hibbert Limited
Client relationships
Dec. 16, 2011
Barrie & Hibbert Limited
Software
Dec. 16, 2011
Barrie & Hibbert Limited
Other intangibles
Dec. 11, 2013
Amba
Dec. 11, 2013
Amba
Trade names
Dec. 11, 2013
Amba
Client relationships
Dec. 11, 2013
Amba
Other intangibles
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
$ 15.5 
 
 
 
$ 15.2 
 
 
 
 
$ 23.7 
 
 
 
Property and equipment, net
0.5 
 
 
 
0.7 
 
 
 
 
0.4 
 
 
 
Total intangible assets
79.2 
8.6 
66.2 
4.4 
27.1 
1.9 
8.3 
16.8 
0.1 
31.6 
3.3 
26.7 
1.6 
Goodwill
136.9 
 
 
 
54.6 
 
 
 
 
34.5 
 
 
 
Indemnification asset
18.8 
 
 
 
 
 
 
 
 
10.4 
 
 
 
Other assets
6.6 
 
 
 
 
 
 
 
 
2.0 
 
 
 
Liabilities assumed
57.7 
 
 
 
18.1 
 
 
 
 
(31.0)
 
 
 
Net assets acquired
$ 199.8 
 
 
 
$ 79.5 
 
 
 
 
$ 71.6 
 
 
 
Purchase Price Allocation (Parenthetical) (Detail)
0 Months Ended
Nov. 4, 2011
Copal Partners
Trade names
Nov. 4, 2011
Copal Partners
Client relationships
Nov. 4, 2011
Copal Partners
Other intangibles
Nov. 4, 2011
Copal Partners
Total Intangible Assets
Dec. 16, 2011
Barrie & Hibbert Limited
Trade names
Dec. 16, 2011
Barrie & Hibbert Limited
Client relationships
Dec. 16, 2011
Barrie & Hibbert Limited
Software
Dec. 16, 2011
Barrie & Hibbert Limited
Other intangibles
Dec. 16, 2011
Barrie & Hibbert Limited
Total Intangible Assets
Dec. 11, 2013
Amba
Trade names
Dec. 11, 2013
Amba
Client relationships
Dec. 11, 2013
Amba
Other intangibles
Dec. 11, 2013
Amba
Total Intangible Assets
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average life of intangible assets acquired (in years)
15 years 
16 years 
2 years 
15 years 
5 years 
18 years 
7 years 
2 years 
12 years 
7 years 
12 years 
3 years 
11 years 
Copal Partners, Total Consideration Transferred to Sellers (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Nov. 4, 2011
Copal Partners
Dec. 11, 2013
Amba
Business Acquisition [Line Items]
 
 
 
 
Cash paid
 
 
$ 125.0 
$ 67.2 
Put/call option for non-controlling interest
 
 
(68.0)
 
Contingent consideration arising from acquisitions, liabilities
(17.5)
(9.0)
6.8 
4.3 
Total fair value of consideration transferred
 
 
$ 199.8 
$ 71.6 
Activity in Goodwill (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
$ 637.1 
 
 
Impairment charge
(12.2)
(12.2)
Ending balance
637.1 
665.2 
637.1 
 
Gross Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
649.3 
642.9 
 
Additions/adjustments
 
34.5 
(4.4)
 
Impairment charge
 
 
 
FX translation
 
(6.4)
10.8 
 
Ending balance
649.3 
677.4 
649.3 
 
Accumulated Impairment Charge [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
(12.2)
 
Additions/adjustments
 
 
Impairment charge
 
 
12.2 
 
FX translation
 
 
Ending balance
(12.2)
(12.2)
(12.2)
 
Net Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
637.1 
642.9 
 
Additions/adjustments
 
34.5 
(4.4)
 
Impairment charge
 
 
12.2 
 
FX translation
 
(6.4)
10.8 
 
Ending balance
637.1 
665.2 
637.1 
 
Moodys Investors Service [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Impairment charge
 
 
Moodys Investors Service [Member] |
Gross Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
11.5 
11.0 
 
Additions/adjustments
 
 
Impairment charge
 
 
 
FX translation
 
(0.1)
0.5 
 
Ending balance
11.5 
11.4 
11.5 
 
Moodys Investors Service [Member] |
Accumulated Impairment Charge [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
 
Additions/adjustments
 
 
Impairment charge
 
 
 
FX translation
 
 
Ending balance
 
Moodys Investors Service [Member] |
Net Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
11.5 
11.0 
 
Additions/adjustments
 
 
Impairment charge
 
 
 
FX translation
 
(0.1)
0.5 
 
Ending balance
11.5 
11.4 
11.5 
 
Moodys Analytics [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Impairment charge
 
(12.2)
 
Moodys Analytics [Member] |
Gross Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
637.8 
631.9 
 
Additions/adjustments
 
34.5 
(4.4)
 
Impairment charge
 
 
 
FX translation
 
(6.3)
10.3 
 
Ending balance
637.8 
666.0 
637.8 
 
Moodys Analytics [Member] |
Accumulated Impairment Charge [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
(12.2)
   
 
Additions/adjustments
 
   
 
Impairment charge
 
 
12.2 
 
FX translation
 
   
 
Ending balance
(12.2)
(12.2)
(12.2)
 
Moodys Analytics [Member] |
Net Goodwill [Member]
 
 
 
 
Goodwill [Line Items]
 
 
 
 
Beginning balance
 
625.6 
631.9 
 
Additions/adjustments
 
34.5 
(4.4)
 
Impairment charge
 
 
12.2 
 
FX translation
 
(6.3)
10.3 
 
Ending balance
$ 625.6 
$ 653.8 
$ 625.6 
 
Goodwill and Other Acquired Intangible Assets - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule Of Goodwill And Other Intangible Assets [Line Items]
 
 
 
 
 
Goodwill impairment charge
$ 12.2 
 
$ 0 
$ 12.2 
$ 0 
Intangible assets impairment charge
 
$ 1.0 
 
 
 
Amortization Expense Relating to Acquired Intangible Assets (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Finite Lived Intangible Assets [Line Items]
 
 
 
Amortization expense
$ 28.0 
$ 30.1 
$ 20.5 
Estimated Future Amortization Expense for Acquired Intangible Assets Subject to Amortization (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Schedule Of Actual And Estimated Amortization Expense [Line Items]
 
2014
$ 25.9 
2015
24.3 
2016
23.7 
2017
21.0 
2018
16.0 
Thereafter
$ 110.7 
Financial Instruments Carried at Fair Value on Recurring Basis (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Derivatives, assets
$ 20.5 
$ 15.2 
Total, assets
20.5 
15.2 
Derivatives, liabilities
1.7 
2.4 
Contingent consideration arising from acquisitions, liabilities
17.5 
9.0 
Total, liabilities
19.2 
11.4 
Level 2
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Derivatives, assets
20.5 
15.2 
Total, assets
20.5 
15.2 
Derivatives, liabilities
1.7 
2.4 
Contingent consideration arising from acquisitions, liabilities
Total, liabilities
1.7 
2.4 
Level 3
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Derivatives, assets
Total, assets
Derivatives, liabilities
Contingent consideration arising from acquisitions, liabilities
17.5 
9.0 
Total, liabilities
17.5 
9.0 
Level 1
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Derivatives, assets
Total, assets
Derivatives, liabilities
Contingent consideration arising from acquisitions, liabilities
Total, liabilities
$ 0 
$ 0 
Changes in Fair Value of Level Three Liabilities, Contingent Consideration (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
 
 
Contingent Consideration, Beginning balance
$ 9.0 
$ 9.1 
Contingent Consideration, Issuances
4.3 
Contingent Consideration, Settlements
2.5 
0.5 
Contingent Consideration, Losses Included in earnings
6.9 
0.1 
Contingent Consideration, Foreign currency translation adjustments
(0.2)
0.3 
Contingent Consideration, Ending balance
$ 17.5 
$ 9.0 
Fair Value - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Fair Value Of Financial Instruments [Line Items]
 
 
Contingent consideration obligations outstanding
$ 0.1 
 
Contingent consideration at fair value
17.5 
9.0 
Business Acquisition Contingent Consideration Potential Cash Payment
2.5 
 
Minority Interest Ownership Percentage By Noncontrolling Owners
33.00% 
 
Business acquisition contingent consideration obligations, accounts payable and accrued liabilities
2.5 
 
Business acquisition contingent consideration obligations, other liabilities
$ 10.7 
 
Components of Accumulated Other Comprehensive Income (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Accumulated Other Comprehensive Income Loss [Line Items]
 
 
Unrealized losses on cash flow and net investment hedges, net of tax
$ 1.5 
$ (2.9)
Total accumulated other comprehensive loss
$ (54.6)
$ (82.1)
Changes in Self Insurance Reserves (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Self Insurance Reserves [Line Items]
 
 
 
Self-insurance reserves, beginning balance
$ 55.8 
$ 27.1 
$ 30.0 
Charged to costs and expenses
0.9 
(38.1)
(10.9)
Payments
27.3 
9.4 
13.8 
Self-insurance reserves, Ending balance
$ 27.6 
$ 55.8 
$ 27.1 
Summary of Changes in Benefit Obligations and Fair Value of Plan Assets for Post-Retirement Plans (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule Of Pension And Other Retirement Benefits Expected Benefit Payments [Line Items]
 
 
 
Pension and retirement benefits liability-current
$ (7.0)
$ (4.4)
 
Pension and retirement benefits liability-non current
(164.0)
(213.3)
 
Pension Plans
 
 
 
Schedule Of Pension And Other Retirement Benefits Expected Benefit Payments [Line Items]
 
 
 
Benefit obligation, beginning of the period
356.3 
298.8 
 
Service cost
19.8 
18.9 
(15.1)
Interest cost
13.5 
13.1 
(13.1)
Plan participants' contributions
 
Benefits paid
5.3 
5.7 
 
Actuarial gain (loss)
0.7 
11.0 
 
Benefit obligation, end of the period
347.1 
356.3 
298.8 
Beginning Balance
167.6 
133.0 
 
Actual return on plan assets
23.0 
19.0 
 
Benefits paid
(5.3)
(5.7)
 
Employer contributions
 
21.3 
 
Plan participants' contributions
 
Ending Balance
204.6 
167.6 
133.0 
Funded status of the plans
(142.5)
(188.7)
 
Pension and retirement benefits liability-current
(6.2)
(3.6)
 
Pension and retirement benefits liability-non current
(136.3)
(185.1)
 
Net amount recognized
(142.5)
(188.7)
 
Accumulated benefit obligation, end of the period
298.5 
298.4 
 
Assumption changes
(37.9)
20.2 
 
Other Retirement Plans
 
 
 
Schedule Of Pension And Other Retirement Benefits Expected Benefit Payments [Line Items]
 
 
 
Benefit obligation, beginning of the period
21.8 
20.2 
 
Service cost
1.7 
1.5 
(1.1)
Interest cost
0.8 
0.7 
(0.8)
Plan participants' contributions
0.3 
0.3 
 
Benefits paid
0.6 
1.0 
 
Actuarial gain (loss)
(1.0)
(1.1)
 
Benefit obligation, end of the period
20.7 
21.8 
20.2 
Beginning Balance
 
Actual return on plan assets
 
Benefits paid
(0.6)
(1.0)
 
Employer contributions
0.6 
0.7 
 
Plan participants' contributions
(0.3)
(0.3)
 
Ending Balance
Funded status of the plans
(20.7)
(21.8)
 
Pension and retirement benefits liability-current
(0.8)
(0.8)
 
Pension and retirement benefits liability-non current
(19.9)
(21.0)
 
Net amount recognized
(20.7)
(21.8)
 
Assumption changes
$ (2.3)
$ 1.2 
 
Accumulated Benefit Obligation in Excess of Plan Assets (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Schedule Of Pension Plans With Accumulated Benefit Obligations In Excess Of Plan Assets [Line Items]
 
 
Aggregate projected benefit obligation
$ 347.1 
$ 356.3 
Aggregate accumulated benefit obligation
298.5 
298.4 
Aggregate fair value of plan assets
$ 204.6 
$ 167.6 
Summary of Pre-Tax Net Actuarial Losses and Prior Service Cost Recognized in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Pension Plans
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Net actuarial losses
$ 84.6 
$ 142.7 
Net prior service costs
(3.3)
(4.0)
Total recognized in AOCI- pretax
(87.9)
(146.7)
Other Retirement Plans
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Net actuarial losses
2.4 
6.0 
Net prior service costs
Total recognized in AOCI- pretax
$ (2.4)
$ (6.0)
Summary of Post-Retirement Plans to Amortize from Accumulated Other Comprehensive Income (Loss) as Net Periodic Expense (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Pension Plans
 
Schedule Of Net Periodic Benefit Costs And Assumptions For Defined Benefit Retirement Plans [Line Items]
 
Net actuarial losses
$ (6.0)
Net prior service costs
0.7 
Total to be recognized as components of net periodic expense
6.7 
Other Retirement Plans
 
Schedule Of Net Periodic Benefit Costs And Assumptions For Defined Benefit Retirement Plans [Line Items]
 
Net actuarial losses
   
Net prior service costs
   
Total to be recognized as components of net periodic expense
   
Net Periodic Benefit Expenses Recognized for Post-Retirement Plans (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Amortization of net prior service costs from earlier periods
 
 
$ 0 
Pension Plans
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Service cost
(19.8)
(18.9)
15.1 
Interest cost
(13.5)
(13.1)
13.1 
Expected return on plan assets
(12.9)
(12.5)
(11.9)
Amortization of net actuarial loss from earlier periods
10.8 
9.1 
5.0 
Amortization of net prior service costs from earlier periods
0.6 
0.7 
0.6 
Settlement charges
1.6 
Net periodic expense
31.8 
29.3 
23.5 
Other Retirement Plans
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Service cost
(1.7)
(1.5)
1.1 
Interest cost
(0.8)
(0.7)
0.8 
Expected return on plan assets
Amortization of net actuarial loss from earlier periods
0.3 
0.3 
0.3 
Amortization of net prior service costs from earlier periods
 
Settlement charges
Net periodic expense
$ 2.8 
$ 2.5 
$ 2.2 
Summary of Pre-Tax Amounts Recognized in Other Comprehensive Income (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Schedule Of Pension And Other Retirement Benefits Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
 
 
Amortization of net actuarial losses
 
$ 9.1 
Pension Plans
 
 
Schedule Of Pension And Other Retirement Benefits Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
 
 
Amortization of net actuarial losses
10.8 
 
Amortization of prior service costs
(0.6)
(0.7)
Accelerated recognition of actuarial loss due to settlement
   
Net actuarial loss arising during the period
 
(24.7)
Total recognized in OCI - pre-tax
 
(14.9)
Other Retirement Plans
 
 
Schedule Of Pension And Other Retirement Benefits Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
 
 
Amortization of net actuarial losses
0.3 
0.3 
Amortization of prior service costs
Accelerated recognition of actuarial loss due to settlement
   
Net actuarial loss arising during the period
 
(0.2)
Total recognized in OCI - pre-tax
 
$ 0.1 
Weighted-Average Assumptions Used to Determine Benefit Obligations (Detail)
Dec. 31, 2013
Dec. 31, 2012
Pension Plans
 
 
Schedule Of Benefit Obligations Weighted Average Assumptions [Line Items]
 
 
Discount rate
4.71% 
3.82% 
Rate of compensation increase
4.00% 
4.00% 
Other Retirement Plans
 
 
Schedule Of Benefit Obligations Weighted Average Assumptions [Line Items]
 
 
Discount rate
4.45% 
3.55% 
Rate of compensation increase
0.00% 
0.00% 
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Expense (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Pension Plans
 
 
 
Schedule Of Net Periodic Benefit Costs Weighted Average Assumptions [Line Items]
 
 
 
Discount rate
3.82% 
4.25% 
5.39% 
Expected return on plan assets
7.30% 
7.85% 
8.35% 
Rate of compensation increase
4.00% 
4.00% 
4.00% 
Other Retirement Plans
 
 
 
Schedule Of Net Periodic Benefit Costs Weighted Average Assumptions [Line Items]
 
 
 
Discount rate
3.55% 
4.05% 
5.15% 
Expected return on plan assets
0.00% 
0.00% 
0.00% 
Rate of compensation increase
0.00% 
0.00% 
0.00% 
Pension and Other Retirement Benefits - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Dividends paid on ESOP
$ 0.5 
$ 0.4 
 
Moody's share held in ESOP
520,000 
580,000 
 
Year 2013
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Expected rate of return on assets
7.30% 
 
 
Year 2014
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Expected rate of return on assets
6.80% 
 
 
U.S. Defined Contribution Plans
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Defined contribution compensation expense
18.8 
24.5 
14.9 
International Defined Contribution Plans
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Defined contribution compensation expense
19.7 
18.8 
16.3 
Defined Contribution Plan
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Employee contribution
50.00% 
 
 
Maximum employee contribution
3.00% 
 
 
Funded Plans
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Employer contributions
16.8 
17.8 
 
Anticipated contribution to plans
20.4 
 
 
Unfunded Plans
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Employer contributions
2.5 
3.5 
 
Anticipated contribution to plans
6.2 
 
 
Other Retirement Plans
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Expected rate of return on assets
0.00% 
0.00% 
0.00% 
Employer contributions
0.6 
0.7 
 
Anticipated contribution to plans
0.8 
 
 
Lump sum settlement payments
Discount rate
4.45% 
3.55% 
 
Net actuarial losses
(2.4)
(6.0)
 
Foreign Pension Plans, Defined Benefit
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Defined benefit pension liabilities total
7.8 
7.2 
5.3 
Discount rate
3.58% 
3.53% 
4.79% 
Pension expense
$ 0.6 
$ 0.6 
$ 0.6 
Equity Securities
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Plan asset, target asset allocation percentage
60.00% 
 
 
Plan asset, target asset allocation percentage, minimum
50.00% 
 
 
Plan asset, target asset allocation percentage, maximum
70.00% 
 
 
Debt Securities
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Investment in securities rated below investment grade
3.00% 
 
 
Emerging Markets Bonds
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Investment in securities rated below investment grade
3.00% 
 
 
Fixed Income Securities
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Plan asset, target asset allocation percentage
30.00% 
 
 
Plan asset, target asset allocation percentage, minimum
25.00% 
 
 
Plan asset, target asset allocation percentage, maximum
35.00% 
 
 
Other Investments
 
 
 
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Plan asset, target asset allocation percentage
10.00% 
 
 
Plan asset, target asset allocation percentage, minimum
7.00% 
 
 
Plan asset, target asset allocation percentage, maximum
13.00% 
 
 
Assumed Healthcare Cost Trend Rates (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Pre-Age 65
 
 
 
Assumed Health Care Cost Trend Rates Effect Of One Percentage Point Change [Line Items]
 
 
 
Ultimate rate to which the cost trend rate is assumed to decline (ultimate trend rate)
8.20% 
6.90% 
7.40% 
Year that the rate reaches the ultimate trend rate
2028 
2020 
2020 
Healthcare cost trend rate assumed for the following year
5.00% 
5.00% 
5.00% 
Post-Age 65
 
 
 
Assumed Health Care Cost Trend Rates Effect Of One Percentage Point Change [Line Items]
 
 
 
Ultimate rate to which the cost trend rate is assumed to decline (ultimate trend rate)
7.30% 
7.90% 
8.40% 
Year that the rate reaches the ultimate trend rate
2026 
2020 
2020 
Healthcare cost trend rate assumed for the following year
5.00% 
5.00% 
5.00% 
Estimated Future Benefits Payments for Retirement Plans (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Pension Plans
 
Schedule Of Other Retirement Benefits Expected Benefit Payments [Line Items]
 
2015
$ 7.6 
2016
10.5 
2017
10.9 
2018
35.4 
2019 - 2023
96.8 
2014
9.5 
Other Retirement Plans
 
Schedule Of Other Retirement Benefits Expected Benefit Payments [Line Items]
 
2015
1.0 
2016
1.1 
2017
1.2 
2018
1.3 
2019 - 2023
8.8 
2014
$ 0.8 
Summary of Pension Plan Assets by Category Based on Hierarchy of Fair Value Measurements (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Percent of total assets
100.00% 
100.00% 
Cash and Cash Equivalents
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
$ 0.4 
$ 0.2 
Percent of total assets
0.00% 
0.00% 
Emerging Markets Equity Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
14.6 
13.3 
Percent of total assets
7.00% 
8.00% 
Common/Collective Trust Funds - Convertible Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
6.3 
4.8 
Percent of total assets
3.00% 
3.00% 
Private Real Estate Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.6 
12.1 
Percent of total assets
8.00% 
7.00% 
Equity Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
132.6 
100.1 
Percent of total assets
65.00% 
60.00% 
Equity Securities |
U.S. Large-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
44.5 
32.0 
Percent of total assets
22.00% 
19.00% 
Equity Securities |
U.S. Small And Mid-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.3 
10.7 
Percent of total assets
7.00% 
6.00% 
Equity Securities |
International
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
58.2 
44.1 
Percent of total assets
29.00% 
27.00% 
Fixed Income Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
49.7 
50.4 
Percent of total assets
24.00% 
30.00% 
Fixed Income Securities |
Long-term government/treasury bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
13.7 
13.8 
Percent of total assets
7.00% 
8.00% 
Fixed Income Securities |
Long-term investment grade corporate bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.4 
17.5 
Percent of total assets
7.00% 
11.00% 
Fixed Income Securities |
U.S. Treasury Inflation-Protected Securities (TIPs)
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
8.7 
8.5 
Percent of total assets
4.00% 
5.00% 
Fixed Income Securities |
Emerging Markets Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
5.8 
5.4 
Percent of total assets
3.00% 
3.00% 
Fixed Income Securities |
High Yield Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
6.1 
5.2 
Percent of total assets
3.00% 
3.00% 
Total Other Investment
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
21.9 
16.9 
Percent of total assets
11.00% 
10.00% 
Level 1
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
14.6 
13.3 
Level 1 |
Cash and Cash Equivalents
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Emerging Markets Equity Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
14.6 
13.3 
Level 1 |
Common/Collective Trust Funds - Convertible Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Private Real Estate Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Equity Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
14.6 
13.3 
Level 1 |
Equity Securities |
U.S. Large-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Equity Securities |
U.S. Small And Mid-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Equity Securities |
International
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities |
Long-term government/treasury bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities |
Long-term investment grade corporate bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities |
U.S. Treasury Inflation-Protected Securities (TIPs)
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities |
Emerging Markets Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Fixed Income Securities |
High Yield Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 1 |
Total Other Investment
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 2
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
174.4 
142.2 
Level 2 |
Cash and Cash Equivalents
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
0.4 
0.2 
Level 2 |
Emerging Markets Equity Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 2 |
Common/Collective Trust Funds - Convertible Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
6.3 
4.8 
Level 2 |
Private Real Estate Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 2 |
Equity Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
118.0 
86.8 
Level 2 |
Equity Securities |
U.S. Large-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
44.5 
32.0 
Level 2 |
Equity Securities |
U.S. Small And Mid-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.3 
10.7 
Level 2 |
Equity Securities |
International
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
58.2 
44.1 
Level 2 |
Fixed Income Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
49.7 
50.4 
Level 2 |
Fixed Income Securities |
Long-term government/treasury bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
13.7 
13.8 
Level 2 |
Fixed Income Securities |
Long-term investment grade corporate bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.4 
17.5 
Level 2 |
Fixed Income Securities |
U.S. Treasury Inflation-Protected Securities (TIPs)
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
8.7 
8.5 
Level 2 |
Fixed Income Securities |
Emerging Markets Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
5.8 
5.4 
Level 2 |
Fixed Income Securities |
High Yield Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
6.1 
5.2 
Level 2 |
Total Other Investment
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
6.3 
4.8 
Level 3
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.6 
12.1 
Level 3 |
Cash and Cash Equivalents
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Emerging Markets Equity Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Common/Collective Trust Funds - Convertible Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Private Real Estate Fund
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
15.6 
12.1 
Level 3 |
Equity Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Equity Securities |
U.S. Large-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Equity Securities |
U.S. Small And Mid-Cap
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Equity Securities |
International
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities |
Long-term government/treasury bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities |
Long-term investment grade corporate bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities |
U.S. Treasury Inflation-Protected Securities (TIPs)
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities |
Emerging Markets Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Fixed Income Securities |
High Yield Bonds
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
   
Level 3 |
Total Other Investment
 
 
Schedule Of Pension And Other Retirement Benefits Changes In Benefit Obligation And Fair Value Of Plan Assets [Line Items]
 
 
Balance
$ 15.6 
$ 12.1 
Summary of Changes in Fair Value of Plan's Level Three Assets (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Changes In Level 3 Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items]
 
Return on plan assets related to assets held as the end of the period
$ 1.5 
Return on plan assets related to assets sold during the period
Purchases (sales), net
$ 2.0 
Stock-Based Compensation Plans - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options vesting period, years
4 years 
 
 
Stock Option Exercises
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Unrecognized compensation expense
$ 8.1 
 
 
Weighted average period to recognize expense
1 year 4 months 24 days 
 
 
Tax benefit realized upon vesting
41.1 
23.4 
9.6 
Stock Option Exercises |
Maximum
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options exercisable period, maximum, years
10 
 
 
Restricted Stock
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Unrecognized compensation expense
70.3 
 
 
Weighted average period to recognize expense
1 year 8 months 12 days 
 
 
Fair value of vested shares
54.6 
37.8 
18.9 
Tax benefit realized upon vesting
19.3 
13.4 
6.9 
Performance-Based Restricted Stock
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options vesting period, years
3 years 
 
 
Unrecognized compensation expense
13.6 
 
 
Weighted average period to recognize expense
10 months 27 days 
 
 
Fair value of vested shares
25.5 
 
 
Tax benefit realized upon vesting
$ 9.7 
 
 
Employee Stock Purchase Plan
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Common stock reserved for issuance
6.0 
 
 
Discount allowed to employees on purchase of shares under ESPP plan
5.00% 
5.00% 
5.00% 
ESPP plans elected by plan participants, minimum
1.00% 
 
 
ESPP plans elected by plan participants, maximum
10.00% 
 
 
Director
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Common stock reserved for issuance
1.7 
 
 
Director |
Stock Option Exercises
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options vesting period, years
1 year 
 
 
Director |
Stock Option Exercises |
Maximum
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options exercisable period, maximum, years
10 
 
 
Director |
Restricted Stock
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Stock options vesting period, years
1 year 
 
 
1998 Plan |
Stock Option Exercises
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Common stock reserved for issuance
33.0 
 
 
2001 Plan |
Maximum
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Common stock reserved for issuance
50.6 
 
 
2001 Plan |
Instruments Other Than Options |
Maximum
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Common stock reserved for issuance
14.0 
 
 
Stock-Based Compensation Cost and Associated Tax Benefit (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Compensation Related Costs Share Based Payments Disclosure [Line Items]
 
 
 
Stock-based compensation expense
$ 67.1 
$ 64.5 
$ 56.7 
Tax benefit
$ 24.7 
$ 23.3 
$ 18.1 
Weighted Average Assumptions used in Determining Fair Value for Options Granted (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items]
 
 
 
Expected dividend yield
1.72% 
1.66% 
1.53% 
Expected stock volatility
43.00% 
44.00% 
41.00% 
Risk-free interest rate
1.53% 
1.55% 
3.33% 
Expected holding period
7 years 2 months 12 days 
7 years 4 months 24 days 
7 years 7 months 6 days 
Grant date fair value
$ 17.58 
$ 15.19 
$ 12.49 
Summary of Option Activity (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Options
 
Shares, Outstanding, Beginning Balance
13.0 
Shares, Granted
0.5 
Shares, Exercised
4.3 
Shares, Forfeited
0.1 
Shares, Expired
0.2 
Shares, Outstanding, Ending Balance
8.9 
Shares, Vested and expected to vest
8.7 
Shares, Exercisable
7.2 
Options
 
Weighted Average Exercise Price Per Share, Outstanding Beginning Balance
$ 42.82 
Weighted Average Exercise Price Per Share, Granted
$ 46.45 
Weighted Average Exercise Price Per Share, Exercised
$ 37.55 
Weighted Average Exercise Price Per Share, Forfeited
$ 35.53 
Weighted Average Exercise Price Per Share, Expired
$ 69.01 
Weighted Average Exercise Price Per Share, Outstanding Ending Balance
$ 45.00 
Weighted Average Exercise Price Per Share, Vested and expected to vest
$ 45.11 
Weighted Average Exercise Price Per Share, Exercisable
$ 47.11 
Weighted Average Remaining Contractual Term
 
Weighted Average Remaining Contractual Term, Outstanding
4 years 4 months 24 days 
Weighted Average Remaining Contractual Term, Vested and expected to vest
4 years 3 months 18 days 
Weighted Average Remaining Contractual Term
3 years 8 months 12 days 
Aggregate Intrinsic Value
 
Aggregate Intrinsic Value, Outstanding
$ 296.4 
Aggregate Intrinsic Value, Vested and expected to vest
290.7 
Aggregate Intrinsic Value, Exercisable
$ 225.7 
Summary of Information Relating to Stock Option Exercises (Detail) (Stock Option Exercises, USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Stock Option Exercises
 
 
 
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
 
 
 
Proceeds from stock option exercises
$ 163.3 
$ 127.4 
$ 50.3 
Aggregate intrinsic value
112.4 
61.3 
25.3 
Tax benefit realized upon exercise
$ 41.1 
$ 23.4 
$ 9.6 
Summary of Nonvested Restricted Stock (Detail) (Restricted Stock, USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Restricted Stock
 
Nonvested Restricted Stock
 
Shares, Beginning Balance
3.0 
Shares, Granted
1.3 
Shares, Vested
1.1 
Shares, Forfeited
0.1 
Shares, Ending Balance
3.1 
Nonvested Restricted Stock, Weighted Average Grant Date Fair Value Per Share
 
Weighted Average Grant Date Fair Value Per Share, Beginning Balance
$ 33.08 
Weighted Average Grant Date Fair Value Per Share, Granted
$ 46.52 
Weighted Average Grant Date Fair Value Per Share, Vested
$ 31.60 
Weighted Average Grant Date Fair Value Per Share, Forfeited
$ 37.72 
Weighted Average Grant Date Fair Value Per Share, Ending Balance
$ 39.30 
Summary of Performance Based Restricted Stock (Detail) (Performance-Based Restricted Stock, USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Performance-Based Restricted Stock
 
Performance based restricted stock
 
Shares, Beginning Balance
1.0 
Shares, Granted
0.3 
Shares, Vested
Shares, Adjustment to shares expected to vest
(0.1)
Shares, Ending Balance
1.2 
Performance based restricted stock, Weighted Average Grant Date Fair Value Per Share
 
Weighted Average Grant Date Fair Value Per Share, Beginning Balance
$ 30.06 
Weighted Average Grant Date Fair Value Per Share, Granted
$ 44.07 
Weighted Average Grant Date Fair Value Per Share, Vested
$ 0 
Weighted Average Grant Date Fair Value Per Share, Adjustment
$ 33.31 
Weighted Average Grant Date Fair Value Per Share, Ending Balance
$ 31.17 
Provision for Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Current:
 
 
 
Federal
$ 226.2 
$ 168.1 
$ 133.6 
State and Local
57.6 
33.7 
28.1 
Non-U.S.
96.8 
86.4 
89.8 
Total current
380.6 
288.2 
251.5 
Deferred:
 
 
 
Federal
(13.1)
35.7 
9.3 
State and Local
(5.6)
4.5 
7.0 
Non-U.S.
(8.5)
(4.1)
(6.0)
Total deferred
(27.2)
36.1 
10.3 
Total provision for income taxes
$ 353.4 
$ 324.3 
$ 261.8 
Reconciliation of United States Federal Statutory Tax Rate to Effective Tax Rate on Income Before Provision for Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Reconciliation Of Statutory Federal Tax Rate [Line Items]
 
 
 
U.S. statutory tax rate
35.00% 
35.00% 
35.00% 
State and local taxes, net of federal tax benefit
290.00% 
240.00% 
270.00% 
Benefit of foreign operations
(640.00%)
(610.00%)
(630.00%)
Legacy tax items
(60.00%)
(40.00%)
(20.00%)
Other
(70.00%)
80.00% 
0.00% 
Effective tax rate
30.20% 
31.70% 
31.20% 
Income tax paid
$ 335.7 
$ 293.3 
$ 191.4 
Reconciliation of United States Federal Statutory Tax Rate to Effective Tax Rate on Income Before Provision for Income Taxes (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Reconciliation Of Statutory Federal Tax Rate [Line Items]
 
Payments for tax audit settlements
$ 92.0 
Source of income Before Provision for Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items]
 
 
 
United States
$ 836.1 
$ 694.2 
$ 469.1 
International
333.2 
329.8 
370.7 
Income before provision for income taxes
$ 1,169.3 
$ 1,024.0 
$ 839.8 
Components of Deferred Tax Assets and Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Deferred tax assets:
 
 
 
 
Total deferred tax assets
$ 332.0 
$ 367.3 
 
 
Deferred tax liabilities:
 
 
 
 
Net deferred tax asset
147.9 
164.1 
 
 
Valuation allowance
(8.4)
(15.2)
13.9 
12.8 
Total net deferred tax assets
139.5 
148.9 
 
 
Current
 
 
 
 
Deferred tax assets:
 
 
 
 
Account receivable allowances
8.2 
8.2 
 
 
Accrued compensation and benefits
12.8 
13.3 
 
 
Deferred revenue
7.3 
6.1 
 
 
Legal and professional fees
10.9 
8.4 
 
 
Restructuring
3.5 
1.5 
 
 
Uncertain tax positions
7.5 
 
 
Other
0.7 
3.1 
 
 
Total current
50.9 
40.6 
 
 
Deferred tax liabilities:
 
 
 
 
Other liabilities
(0.2)
 
 
Total Current
(0.2)
 
 
Non-Current
 
 
 
 
Deferred tax assets:
 
 
 
 
Deferred revenue
33.4 
34.3 
 
 
Uncertain tax positions
26.8 
25.9 
 
 
Other
4.3 
4.5 
 
 
Accumulated depreciation and amortization
2.6 
0.4 
 
 
Stock-based compensation
73.7 
86.9 
 
 
Benefit plans
78.9 
96.6 
 
 
Deferred rent and construction allowance
30.4 
31.3 
 
 
Foreign net operating loss
10.6 
13.0 
 
 
Self-insured related reserves
20.4 
33.8 
 
 
Total non-current
281.1 
326.7 
 
 
Deferred tax liabilities:
 
 
 
 
Other liabilities
(2.7)
(3.9)
 
 
Accumulated depreciation and amortization of intangible assets and capitalized software
(153.7)
(154.7)
 
 
Foreign earnings to be repatriated
(3.7)
(4.7)
 
 
Self-insured related income
(24.0)
(39.7)
 
 
Total non-current
(184.1)
(203.0)
 
 
Total deferred tax liabilities
$ (184.1)
$ (203.2)
 
 
Income Taxes - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Income Tax Disclosure [Line Items]
 
 
 
 
Undistributed earnings of foreign subsidiaries
$ 1,574.6 
 
 
 
Valuation allowance
8.4 
15.2 
(13.9)
(12.8)
Uncertain tax positions
195.6 
156.6 
205.4 
180.8 
Uncertain tax positions if recognized would impact the effective tax rate
136.3 
 
 
 
Expense on UTBs and other tax related liabilities
8.6 
(0.4)
8.7 
 
Accrued interest related to UTPs
17.9 
10.6 
 
 
UTPs
 
 
 
 
Income Tax Disclosure [Line Items]
 
 
 
 
Expense on UTBs and other tax related liabilities
$ 7.6 
 
 
 
Reconciliation of Beginning and Ending Amount of Uncertain Tax Positions (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Reconciliation Of Unrecognized Tax Benefits [Line Items]
 
 
 
Unrecognized tax positions, Beginning balance
$ 156.6 
$ 205.4 
$ 180.8 
Additions for tax positions related to the current year
67.8 
49.1 
48.9 
Additions for tax positions of prior years
6.1 
18.9 
15.3 
Reductions for tax positions of prior years
10.1 
20.6 
27.3 
Settlements with taxing authorities
21.4 
91.5 
2.1 
Lapse of statute of limitations
3.4 
4.7 
10.2 
Unrecognized tax positions,Ending balance
$ 195.6 
$ 156.6 
$ 205.4 
Summary of Total Indebtedness (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
2012 Facility
$ 0 
$ 0 
Commercial paper
Total debt
2,101.8 
1,671.2 
Total long-term debt
2,101.8 
1,607.4 
Series 2005-1 Notes
 
 
Debt Instrument [Line Items]
 
 
Notes Payable
310.3 
313.8 
Series 2007-1 Notes
 
 
Debt Instrument [Line Items]
 
 
Notes Payable
300.0 
300.0 
2010 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Notes Payable
497.8 
497.4 
2012 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Notes Payable
496.5 
496.2 
2008 Term Loan
 
 
Debt Instrument [Line Items]
 
 
Loan Payable
63.8 
2013 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Notes Payable
$ 497.2 
$ 0 
Summary of Total Indebtedness (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Fair value of interest rate swap
$ 20.5 
$ 15.2 
Series 2005-1 Notes
 
 
Debt Instrument [Line Items]
 
 
Fair value of interest rate swap
10.3 
13.8 
2010 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Unamortized discount
2.2 
2.6 
2012 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Unamortized discount
3.5 
3.8 
2013 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Unamortized discount
$ 2.8 
 
Indebtedness - Additional Information (Detail) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2013
Oct. 3, 2007
Nov. 4, 2011
Copal
Dec. 31, 2013
Copal
Dec. 31, 2013
2007 Facility
Sep. 28, 2007
2007 Facility
Dec. 31, 2013
Series 2005-1 Notes
Sep. 30, 2005
Series 2005-1 Notes
Dec. 31, 2013
Senior Notes 7.61 Percent Due September 30th 2005
Dec. 31, 2013
Series 2007-1 Notes
Dec. 31, 2013
2010 Senior Notes
Dec. 31, 2013
2012 Senior Notes
Aug. 12, 2013
2013 Senior Notes
Dec. 31, 2013
2013 Senior Notes
Apr. 18, 2012
2012 Facility
Dec. 31, 2013
2012 Facility
Apr. 18, 2012
2012 Facility
Minimum
Apr. 18, 2012
2012 Facility
Maximum
Dec. 31, 2013
2008 Term Loan
May 31, 2008
2008 Term Loan
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date the credit facility was entered
 
 
 
 
Sep. 28, 2007 
 
 
 
 
 
 
 
 
Aug. 12, 2013 
 
Apr. 18, 2012 
 
 
 
 
Date of expiry of credit facility
 
 
 
 
Sep. 27, 2012 
 
 
 
 
 
 
 
 
 
 
Apr. 17, 2017 
 
 
 
 
Senior unsecured revolving credit facility
 
$ 1,000,000,000 
 
 
 
$ 1,000,000,000 
 
 
 
 
 
 
 
 
$ 1,000,000,000 
 
 
 
 
 
Interest on borrowings under Term Loan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR plus a premium that can range from 77.5 basis points to 120 basis points per annum LIBOR plus a premium that can range from 77.5 basis points to 120 basis points per annum 
 
 
 
LIBOR plus a margin that could range from 125 basis points to 175 basis points LIBOR plus a margin that could range from 125 basis points to 175 basis points 
 
Quarterly facility fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
range from 10 basis points of the facility amount to 17.5 basis points range from 10 basis points of the facility amount to 17.5 basis points 
 
 
 
 
Interest rate, LIBOR marginal basis points
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
77.50% 
120.00% 
 
 
Facility quarterly fee, basis points per annum
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
17.50% 
 
 
Date of agreement with the lenders for the five year senior unsecured term loan
 
 
 
 
 
 
Sep. 30, 2005 
 
 
Sep. 07, 2007 
Aug. 19, 2010 
Aug. 20, 2012 
 
 
 
 
 
 
May 07, 2008 
 
Debt, aggregate principal amount
 
 
 
 
 
 
 
300,000,000 
300,000,000 
300,000,000 
500,000,000 
500,000,000 
500,000,000 
 
 
 
 
 
150,000,000 
 
Senior Unsecured Notes, interest
 
 
 
 
 
 
4.98% 
 
 
6.06% 
 
4.50% 
4.875% 
 
 
 
 
 
 
 
Maturity date of Senior Unsecured Notes
 
 
 
 
 
 
Sep. 30, 2015 
 
 
Sep. 07, 2017 
Sep. 01, 2020 
Sep. 01, 2022 
 
Sep. 01, 2024 
 
 
 
 
 
 
Debt to EBITDA ratio not to exceed at the end of any fiscal quarter
 
 
 
 
 
 
 
 
 
The Company must also not permit its Debt/EBITDA ratio to exceed 4.0 to 1.0 at the end of any fiscal quarter. The Company must also not permit its Debt/EBITDA ratio to exceed 4.0 to 1.0 at the end of any fiscal quarter. 
 
 
 
 
Debt to EBITDA Ratio of not more than 4 to 1 at the end of any fiscal quarter. Debt to EBITDA Ratio of not more than 4 to 1 at the end of any fiscal quarter. 
 
 
 
Debt/EBITDA ratio of not more than 4.0 to 1.0 at the end of any fiscal quarter. Debt/EBITDA ratio of not more than 4.0 to 1.0 at the end of any fiscal quarter. 
 
Prepayment and purchase feature of Senior Unsecured Notes
 
 
 
 
 
 
In the event that Moody’s pays all, or part, of the Series 2005-1 Notes in advance of their maturity, such prepayment will be subject to a Make Whole Amount In the event that Moody’s pays all, or part, of the Series 2005-1 Notes in advance of their maturity, such prepayment will be subject to a Make Whole Amount 
 
 
The Company may prepay the Series 2007-1 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make Whole Amount. The Company may prepay the Series 2007-1 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make Whole Amount. 
The Company may prepay the 2010 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. The Company may prepay the 2010 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. 
The Company may prepay the 2012 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. The Company may prepay the 2012 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. 
The Company may prepay the 2013 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. The Company may prepay the 2013 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. 
 
 
 
 
 
 
 
Issuance of additional principal amount of Senior Notes within five years from time to time
 
 
 
 
 
 
 
 
 
500,000,000 
 
 
 
 
 
 
 
 
 
 
Percentage of principal amount being prepaid, plus accrued and unpaid interest
100.00% 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
Percentage of principal amount, plus accrued and unpaid interest to the date of purchase
 
 
 
 
 
 
 
 
 
 
101.00% 
101.00% 
101.00% 
 
 
 
 
 
 
 
Minimum amount for default on senior notes payable
 
 
 
 
 
 
 
 
 
 
50,000,000 
50,000,000 
50,000,000 
 
 
 
 
 
 
 
Minimum percentage for default on senior notes payable
 
 
 
 
 
 
 
 
 
 
Upon the occurrence and during the continuation of an event of default under the 2010 Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding. Upon the occurrence and during the continuation of an event of default under the 2010 Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding. 
. Upon the occurrence and during the continuation of an event of default under the 2012 Indenture, the 2012 Senior notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding . Upon the occurrence and during the continuation of an event of default under the 2012 Indenture, the 2012 Senior notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding 
Upon the occurrence and during the continuation of an event of default under the 2013 Indenture, the 2013 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding. Upon the occurrence and during the continuation of an event of default under the 2013 Indenture, the 2013 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding. 
 
 
 
 
 
 
 
Minimum percentage of aggregate principal amount of all notes
 
 
 
 
 
 
 
 
 
 
25.00% 
25.00% 
 
25.00% 
 
 
 
 
 
 
Non-interest bearing note issued
 
 
14,200,000 
14,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps total notional amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
150,000,000 
Notes Due Description
(i) the fourth anniversary date of the note or (ii) within a time frame set forth in the acquisition agreement relating to the resolution of certain income tax uncertainties pertaining to the transaction (i) the fourth anniversary date of the note or (ii) within a time frame set forth in the acquisition agreement relating to the resolution of certain income tax uncertainties pertaining to the transaction 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes repayment description
 
 
 
(i) two business days subsequent to the exercise of the put/call option to acquire the remaining shares of Copal of (ii) the tenth anniversary date of the issuance of the note (i) two business days subsequent to the exercise of the put/call option to acquire the remaining shares of Copal of (ii) the tenth anniversary date of the issuance of the note 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alternate Prepayment Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
Aggregate Amount Due At Maturity
 
 
 
 
 
 
 
 
 
 
$ 50,000,000 
$ 50,000,000 
 
$ 50,000,000 
 
 
 
 
 
 
Principal Payments Due on Long-Term Borrowings (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Debt Instrument [Line Items]
 
2014
$ 0 
2015
300.0 
2016
2017
300.0 
2018
Thereafter
1,500.0 
Total
2,100.0 
Series 2005-1 Notes
 
Debt Instrument [Line Items]
 
2014
2015
300.0 
2016
2017
2018
Thereafter
Total
300.0 
Series 2007-1 Notes
 
Debt Instrument [Line Items]
 
2014
2015
2016
2017
300.0 
2018
Thereafter
   
Total
300.0 
2010 Senior Notes
 
Debt Instrument [Line Items]
 
2014
2015
2016
2017
2018
Thereafter
500.0 
Total
500.0 
2012 Senior Notes
 
Debt Instrument [Line Items]
 
2014
2015
2016
2017
2018
Thereafter
500.0 
Total
500.0 
2013 Senior Notes
 
Debt Instrument [Line Items]
 
2014
2015
2016
2017
2018
Thereafter
500.0 
Total
$ 500.0 
Summary of Components of Interest as Presented in Consolidated Statements of Operations (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Debt Instrument [Line Items]
 
 
 
Income
$ 5.5 
$ 5.2 
$ 5.3 
Expense on borrowings
(92.3)
(73.8)
(65.5)
UTBs and other tax related interest
(8.6)
0.4 
(8.7)
Legacy Tax
3.6 
4.4 
3.7 
Interest capitalized
3.1 
Total
(91.8)
(63.8)
(62.1)
Interest paid
$ 81.9 
$ 94.4 
$ 67.2 
Fair Value and Carrying Value of Long-Term Debt (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Carrying Amount
$ 2,101.8 
$ 1,671.2 
Estimated Fair Value
2,188.7 
1,829.8 
Series 2005-1 Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
310.3 
313.8 
Estimated Fair Value
319.2 
326.1 
Series 2007-1 Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
300.0 
300.0 
Estimated Fair Value
334.7 
348.3 
2010 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
497.8 
497.4 
Estimated Fair Value
536.6 
562.8 
2012 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
496.5 
496.2 
Estimated Fair Value
497.0 
528.8 
2008 Term Loan
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
63.8 
Estimated Fair Value
63.8 
2013 Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying Amount
497.2 
   
Estimated Fair Value
$ 501.2 
    
Fair Value and Carrying Value of Long-Term Debt (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Derivatives assets
$ 20.5 
$ 15.2 
Derivatives designated as accounting hedges
 
 
Debt Instrument [Line Items]
 
 
Derivatives assets
$ 19.6 
$ 13.8 
Capital Stock - Additional Information (Detail) (USD $)
In Billions, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 12 Months Ended
Feb. 14, 2014
Feb. 12, 2013
Jul. 30, 2007
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule Of Capital Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All classes of stock, shares authorized
 
 
 
1,020,000,000 
 
 
 
 
 
 
 
 
 
 
 
1,020,000,000 
 
 
Preferred stock, shares authorized
 
 
 
10,000,000 
 
 
 
10,000,000 
 
 
 
 
 
 
 
10,000,000 
10,000,000 
 
Amount authorized to be repurchased
$ 1 
$ 1 
$ 2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares repurchased during the period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,200,000 
 
 
Shares issued during the period for stock-based compensation plans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,500,000 
 
 
Dividends declared per share
 
 
 
$ 0.53 
$ 0.25 
$ 0.20 
$ 0 
$ 0.36 
$ 0.16 
$ 0.16 
$ 0 
$ 0.30 
$ 0.14 
$ 0.14 
$ 0 
$ 0.98 
$ 0.68 
$ 0.58 
Dividends declaration date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dec. 19, 2013 
 
 
Dividends payable date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mar. 11, 2014 
 
 
Dividends payable record date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Feb. 20, 2014 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule Of Capital Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares authorized
 
 
 
1,000,000,000 
 
 
 
1,000,000,000 
 
 
 
 
 
 
 
1,000,000,000 
1,000,000,000 
 
Series common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule Of Capital Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares authorized
 
 
 
10,000,000 
 
 
 
10,000,000 
 
 
 
 
 
 
 
10,000,000 
10,000,000 
 
Lease Commitments - Additional Information (Detail)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2011
USD ($)
Oct. 21, 2013
USD ($)
Mar. 28, 2007
7WTC
Dec. 31, 2013
7WTC
USD ($)
years
Oct. 21, 2013
Six Floors In Canary Wharf District
years
Dec. 31, 2013
Six Floors In Canary Wharf District
USD ($)
Dec. 31, 2013
Six Floors In Canary Wharf District
GBP (£)
Dec. 31, 2013
Computer and other equipment
Oct. 21, 2013
3 Additional floors
Lease Commitments And Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Rent and amortization expenses under operating leases
$ 74.2 
$ 75.8 
$ 73.1 
 
 
 
 
 
 
 
 
Expiration of operating lease (in years)
14 years 
 
 
 
 
 
 
 
 
4 years 
 
Operating lease, period of lease, in years
 
 
 
 
 
21 
17.5 
 
 
 
 
Renewal options, years
 
 
 
 
 
20 years 
 
 
 
 
 
Additional Floors
 
 
 
 
20 years 
 
 
 
 
 
14 years 
Total base rent
805.6 
 
 
74.0 
 
 
 
 
134.0 
 
 
Remaining rent obligation
 
 
 
 
 
558.1 
 
181.4 
 
 
 
Capital lease future minimum sublease rentals
$ 7.1 
 
 
 
 
 
 
 
 
 
 
Operating Lease, Minimum Rent for Payment (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Oct. 21, 2013
Lease Commitments And Contingencies [Line Items]
 
 
2014
$ 78.0 
 
2015
68.0 
 
2016
59.6 
 
2017
58.0 
 
2018
58.0 
 
Thereafter
484.0 
 
Total minimum lease payments
$ 805.6 
$ 74.0 
Contingencies - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Mar. 31, 2013
Mar. 31, 2013
Abu Dhabi Commercial Bank Litigation [Member]
Dec. 31, 2013
Abu Dhabi Commercial Bank Litigation [Member]
Dec. 31, 2013
Class Action [Member]
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
Number Of Plaintiffs Dismissed By Court
 
 
 
 
 
Number of plaintiffs
 
 
 
 
 
11 
Number of plaintiffs granted
 
 
 
 
 
 
Number of plaintiffs filed motions for reconsideration
 
 
 
 
 
 
Liabilities for 2000 Distribution Agreement and Liabilities for Legacy Tax Matters, liability for remaining potential exposure including accrued interest
$ 17.6 
 
 
 
 
 
 
Number Of Plaintiffs Ordered To Trial
 
 
 
14 
 
 
 
Alleged Additional Compensatory Damages
 
 
 
76.0 
 
 
 
Legacy Tax Liabilities
$ 19.2 
$ 12.8 
$ 6.4 
 
 
 
 
Financial Information by Segment (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 779.2 
$ 705.5 
$ 756.0 
$ 731.8 
$ 754.2 
$ 688.5 
$ 640.8 
$ 646.8 
$ 2,972.5 
$ 2,730.3 
$ 2,280.7 
Operating, SG&A
 
 
 
 
 
 
 
 
1,644.5 
1,547.2 
1,313.1 
Adjusted Operating Income
 
 
 
 
 
 
 
 
1,328.0 
1,183.1 
967.6 
Depreciation and amortization
 
 
 
 
 
 
 
 
93.4 
93.5 
79.2 
Goodwill impairment charge
 
 
 
 
12.2 
 
 
 
12.2 
Operating income
311.9 
291.5 
350.8 
280.4 
260.2 
269.7 
278.5 
269.0 
1,234.6 
1,077.4 
888.4 
MIS
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
2,138.0 
1,958.3 
1,634.7 
Operating, SG&A
 
 
 
 
 
 
 
 
1,022.6 
967.6 
832.3 
Adjusted Operating Income
 
 
 
 
 
 
 
 
1,115.4 
990.7 
802.4 
Depreciation and amortization
 
 
 
 
 
 
 
 
46.6 
44.2 
41.2 
Goodwill impairment charge
 
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
1,068.8 
946.5 
761.2 
MA
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
924.7 
855.3 
722.4 
Operating, SG&A
 
 
 
 
 
 
 
 
712.1 
662.9 
557.2 
Adjusted Operating Income
 
 
 
 
 
 
 
 
212.6 
192.4 
165.2 
Depreciation and amortization
 
 
 
 
 
 
 
 
46.8 
49.3 
38.0 
Goodwill impairment charge
 
 
 
 
 
 
 
 
12.2 
 
Operating income
 
 
 
 
 
 
 
 
165.8 
130.9 
127.2 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(90.2)
(83.3)
(76.4)
Operating, SG&A
 
 
 
 
 
 
 
 
(90.2)
(83.3)
(76.4)
Adjusted Operating Income
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
Goodwill impairment charge
 
 
 
 
 
 
 
 
   
 
Operating income
 
 
 
 
 
 
 
 
$ 0 
$ 0 
$ 0 
Revenue by Line of Business (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 779.2 
$ 705.5 
$ 756.0 
$ 731.8 
$ 754.2 
$ 688.5 
$ 640.8 
$ 646.8 
$ 2,972.5 
$ 2,730.3 
$ 2,280.7 
MIS
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
2,059.4 
1,886.8 
1,568.9 
Intersegment royalty
 
 
 
 
 
 
 
 
78.6 
71.5 
65.8 
Revenue
 
 
 
 
 
 
 
 
2,138.0 
1,958.3 
1,634.7 
MIS |
Corporate finance (CFG)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
996.8 
857.6 
652.1 
MIS |
Structured Finance (SFG)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
382.5 
381.0 
344.6 
MIS |
Financial institutions (FIG)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
338.8 
325.5 
294.9 
MIS |
Public, Project And Infrastructure Finance (PPIF)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
341.3 
322.7 
277.3 
MA
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
913.1 
843.5 
711.8 
Intersegment royalty
 
 
 
 
 
 
 
 
11.6 
11.8 
10.6 
Revenue
 
 
 
 
 
 
 
 
924.7 
855.3 
722.4 
MA |
Research, Data And Analytics (RD&A)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
532.0 
493.2 
453.9 
MA |
Enterprise Risk Solutions (ERS)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
262.5 
242.6 
196.1 
MA |
Professional Services (PS)
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total external revenue
 
 
 
 
 
 
 
 
118.6 
107.7 
61.8 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ (90.2)
$ (83.3)
$ (76.4)
Consolidated Revenue Information by Geographic Area (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 779.2 
$ 705.5 
$ 756.0 
$ 731.8 
$ 754.2 
$ 688.5 
$ 640.8 
$ 646.8 
$ 2,972.5 
$ 2,730.3 
$ 2,280.7 
Long-lived assets at December 31
1,165.1 
 
 
 
1,170.7 
 
 
 
1,165.1 
1,170.7 
1,223.3 
United States
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,626.5 
1,472.4 
1,177.0 
Long-lived assets at December 31
547.1 
 
 
 
498.4 
 
 
 
547.1 
498.4 
495.8 
International
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,346.0 
1,257.9 
1,103.7 
Long-lived assets at December 31
618.0 
 
 
 
672.3 
 
 
 
618.0 
672.3 
727.5 
International |
EMEA
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
862.8 
800.2 
708.4 
International |
Americas [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
197.1 
191.2 
162.3 
International |
Asia Pacific [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 286.1 
$ 266.5 
$ 233.0 
Total Assets by Segment (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
Total Assets
$ 4,395.1 
$ 3,960.9 
Summary of Activity for Both Allowances (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2013
Accounts receivable allowance
Dec. 31, 2012
Accounts receivable allowance
Dec. 31, 2011
Accounts receivable allowance
Dec. 31, 2013
Deferred tax assets - valuation allowance
Dec. 31, 2012
Deferred tax assets - valuation allowance
Dec. 31, 2011
Deferred tax assets - valuation allowance
Valuation And Qualifying Accounts Disclosure [Line Items]
 
 
 
 
 
 
 
 
 
 
Balance at Beginning of the Year accounts receivable allowance
$ 28.9 
$ 29.1 
$ (28.0)
$ (33.0)
 
 
 
 
 
 
Additions
 
 
 
 
(44.5)
(44.3)
(40.6)
(0.1)
(3.1)
(4.0)
Write-offs and Adjustments
 
 
 
 
(44.7)
(43.2)
(45.6)
(6.9)
(1.8)
(2.9)
Balance at End of the Year accounts receivable allowance
28.9 
29.1 
(28.0)
(33.0)
 
 
 
 
 
 
Balance at beginning of the year DTA valuation allowance
8.4 
15.2 
(13.9)
(12.8)
 
 
 
 
 
 
Balance at end of the year DTA valuation allowance
$ 8.4 
$ 15.2 
$ (13.9)
$ (12.8)
 
 
 
 
 
 
Components of Other Non-Operating Income (Expense), Net (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Component Of Other Expense Income Nonoperating [Line Items]
 
 
 
FX gain (loss)
$ 0 
$ (5.9)
$ 2.6 
Legacy Tax
19.2 
12.8 
6.4 
Joint venture income
8.8 
4.8 
6.8 
Other
(1.5)
(1.3)
(2.3)
Other non-operating income (expense), net
$ 26.5 
$ 10.4 
$ 13.5 
Related Party Transactions - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Related Party Transaction [Line Items]
 
 
 
Grants made by Moody's Corporation
$ 8.0 
$ 10.0 
$ 5.0 
Quarterly Financial Data (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 779.2 
$ 705.5 
$ 756.0 
$ 731.8 
$ 754.2 
$ 688.5 
$ 640.8 
$ 646.8 
$ 2,972.5 
$ 2,730.3 
$ 2,280.7 
Operating Income
311.9 
291.5 
350.8 
280.4 
260.2 
269.7 
278.5 
269.0 
1,234.6 
1,077.4 
888.4 
Net income attributable to Moody's
$ 206.7 
$ 183.9 
$ 225.5 
$ 188.4 
$ 160.1 
$ 183.9 
$ 172.5 
$ 173.5 
$ 804.5 
$ 690.0 
$ 571.4 
Basic
$ 0.96 
$ 0.84 
$ 1.01 
$ 0.84 
$ 0.72 
$ 0.83 
$ 0.77 
$ 0.78 
$ 3.67 
$ 3.09 
$ 2.52 
Diluted
$ 0.94 
$ 0.83 
$ 1.00 
$ 0.83 
$ 0.70 
$ 0.81 
$ 0.76 
$ 0.76 
$ 3.60 
$ 3.05 
$ 2.49 
Quarterly Financial Data - Additional Information (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Data [Line Items]
 
 
 
 
Goodwill impairment charge
$ 12.2 
$ 0 
$ 12.2 
$ 0 
Per Share impact of Q1 2013 Litigation Settlement
 
$ 0.14 
 
 
Subsequent Event - Additional Information (Detail)
In Millions, except Share data, unless otherwise specified
0 Months Ended
Feb. 21, 2014
INR (?)
Feb. 21, 2014
USD ($)
Feb. 21, 2014
Current Ownership Percentage [Member]
Feb. 21, 2014
Ownership Percentage From Minimum Shares Acquired
Feb. 21, 2014
Ownership percentage from maximum shares acquired
Subsequent Event [Line Items]
 
 
 
 
 
Conditional Offer Shares Acquired Maximum
2,650,000 
 
 
 
 
Conditional Offer Shares Acquired Minimum
2,149,101 
 
 
 
 
Equity Method Investment Ownership Percentage
 
 
28.50% 
50.00% 
55.00% 
Offer Price Per Share
? 2,000 
 
 
 
 
Conditional Offer Cash Payment Minimum
 
$ 69.0 
 
 
 
Conditional Offer Cash Payment Maximum
 
$ 85.0 
 
 
 
Other Balance Sheet and Statement of Operations Information Additional Detail (Detail)
Dec. 31, 2013
Disclosure Additional Balance Sheet Information And Statement Of Operations Additional Information [Abstract]
 
Remaining ownership interest
33.00% 
Other Non-Operating Interest (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Component Of Other Expense Income Nonoperating [Line Items]
 
 
 
Foreign Currency Transaction Gain Loss Before Tax
$ 0 
$ (5.9)
$ 2.6 
Income Loss From Joint Venture
8.8 
4.8 
6.8 
Other Non Operating Income Expense Other
(1.5)
(1.3)
(2.3)
Other non-operating income (expense), net
26.5 
10.4 
13.5 
Legacy Tax Liabilities
$ 19.2 
$ 12.8 
$ 6.4 
COMPREHENSIVE INCOME RECLASSIFICATION
Comprehensiveincome

NOTE 11 COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table provides details about the reclassifications out of AOCI:

 

  Year Ended December 31, Affected line in the Consolidated Statement of Operation
  2013 
Gains/(losses) on foreign translation adjustments     
 Liquidation of foreign subsidiary $ (1.4) Other non-operating income (expense), net
Total gains/(losses) on foreign translation adjustments   (1.4)  
Gains/(losses) on cash flow hedges     
       
 Interest rate swap derivative contracts   (1.2) Interest income (expense), net
 Income tax effect of item above   0.5 Provision for income taxes
Total gains/(losses) on cash flow hedges   (0.7)  
Pension and other retirement benefits     
 Amortization of actuarial losses and prior service costs included in net income   (7.6) Operating expense
 Amortization of actuarial losses and prior service costs included in net income   (4.3) SG&A expense
 Total before income taxes   (11.9)  
 Income tax effect of item above   4.9 Provision for income tax
Total pension and other retirement benefits   (7.0)  
Total losses included in Net Income attributable to reclassifications out of AOCI $ (9.1)  

Changes in AOCI by component (net of tax) for the period ended December 31, 2013:

   Year Ended December 31, 2013
   Gains/(losses) on Cash Flow and Net Investment Hedges Pension and Other Retirement Benefits Foreign Currency Translation Adjustments Total
Balance December 31, 2012 $ (2.9) $ (90.1) $ 10.9 $ (82.1)
 Other comprehensive income/(loss) before reclassification   3.7   29.9   (15.2)   18.4
 Amounts reclassified from AOCI   0.7   7.0   1.4   9.1
Other comprehensive income/(loss)   4.4   36.9   (13.8)   27.5
Balance December 31, 2013 $ 1.5 $ (53.2) $ (2.9) $ (54.6)
COMPREHENSIVE INCOME RECLASSIFICATION (Tables)
  Year Ended December 31, Affected line in the Consolidated Statement of Operation
  2013 
Gains/(losses) on foreign translation adjustments     
 Liquidation of foreign subsidiary $ (1.4) Other non-operating income (expense), net
Total gains/(losses) on foreign translation adjustments   (1.4)  
Gains/(losses) on cash flow hedges     
       
 Interest rate swap derivative contracts   (1.2) Interest income (expense), net
 Income tax effect of item above   0.5 Provision for income taxes
Total gains/(losses) on cash flow hedges   (0.7)  
Pension and other retirement benefits     
 Amortization of actuarial losses and prior service costs included in net income   (7.6) Operating expense
 Amortization of actuarial losses and prior service costs included in net income   (4.3) SG&A expense
 Total before income taxes   (11.9)  
 Income tax effect of item above   4.9 Provision for income tax
Total pension and other retirement benefits   (7.0)  
Total losses included in Net Income attributable to reclassifications out of AOCI $ (9.1)  
   Year Ended December 31, 2013
   Gains/(losses) on Cash Flow and Net Investment Hedges Pension and Other Retirement Benefits Foreign Currency Translation Adjustments Total
Balance December 31, 2012 $ (2.9) $ (90.1) $ 10.9 $ (82.1)
 Other comprehensive income/(loss) before reclassification   3.7   29.9   (15.2)   18.4
 Amounts reclassified from AOCI   0.7   7.0   1.4   9.1
Other comprehensive income/(loss)   4.4   36.9   (13.8)   27.5
Balance December 31, 2013 $ 1.5 $ (53.2) $ (2.9) $ (54.6)
Reclassification out of AOCI (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash flow and net investment hedges, net of tax:
 
 
 
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Before Tax
$ 6.3 
$ (3.9)
$ (1.0)
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Tax
(2.6)
1.6 
0.4 
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Net Of Tax
3.7 
(2.3)
(0.6)
Pension and Other Retirement Benefits, net of tax:
 
 
 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Pre Tax
11.9 
10.0 
7.4 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Tax
(4.9)
(4.1)
(3.0)
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Net Of Tax
7.0 
5.9 
4.4 
Total Reclassifications
9.1 
 
 
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Reclassification Adjustment RealizedUponSaleOrLiquidationNetOfTax
1.4 
Selling, General and Administrative Expenses [Member]
 
 
 
Pension and Other Retirement Benefits, net of tax:
 
 
 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Pre Tax
(4.3)
 
 
Operating Expense [Member]
 
 
 
Pension and Other Retirement Benefits, net of tax:
 
 
 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Pre Tax
(7.6)
 
 
Interest Expense [Member]
 
 
 
Cash flow and net investment hedges, net of tax:
 
 
 
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Before Tax
(1.2)
 
 
Other Nonoperating Income Expense [Member]
 
 
 
Pension and Other Retirement Benefits, net of tax:
 
 
 
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Reclassification Adjustment RealizedUponSaleOrLiquidationNetOfTax
(1.4)
 
 
IncomeTaxMember [Member]
 
 
 
Cash flow and net investment hedges, net of tax:
 
 
 
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Tax
0.5 
 
 
Pension and Other Retirement Benefits, net of tax:
 
 
 
Amortization Of Actuarial Losses And Prior Service Costs Included In Net Income Tax
$ 4.9 
 
 
Changes in AOCI (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Beginning Balance
$ (82.1)
 
 
OtherComprehensiveIncomeOtherNetOfTax
18.4 
 
 
Amounts reclassified from AOCI
9.1 
 
 
Net current period other comprehensive income/(loss)
(28.4)
6.8 
19.0 
Ending Balance
(54.6)
(82.1)
 
Gains Losses On Cash Flow And Net Investment Hedges [Member]
 
 
 
Beginning Balance
(2.9)
 
 
OtherComprehensiveIncomeOtherNetOfTax
3.7 
 
 
Amounts reclassified from AOCI
0.7 
 
 
Net current period other comprehensive income/(loss)
4.4 
 
 
Ending Balance
1.5 
 
 
Pension And Other Retirement Benefits [Member]
 
 
 
Beginning Balance
(90.1)
 
 
OtherComprehensiveIncomeOtherNetOfTax
29.9 
 
 
Amounts reclassified from AOCI
7.0 
 
 
Net current period other comprehensive income/(loss)
36.9 
 
 
Ending Balance
(53.2)
 
 
Foreign Currency Translation Adjustments [Member]
 
 
 
Beginning Balance
10.9 
 
 
OtherComprehensiveIncomeOtherNetOfTax
(15.2)
 
 
Amounts reclassified from AOCI
1.4 
 
 
Net current period other comprehensive income/(loss)
(13.8)
 
 
Ending Balance
$ (2.9)
 
 
Amba, Total Consideration Transferred to Sellers (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 11, 2013
Amba
Business Acquisition [Line Items]
 
 
 
Cash paid
 
 
$ 67.2 
Contingent consideration arising from acquisitions, liabilities
(17.5)
(9.0)
4.3 
Additional purchase price on working capital
 
 
(0.1)
Total fair value of consideration transferred
 
 
$ 71.6 
Segment Information - Additional Information (Detail)
12 Months Ended
Dec. 31, 2013
DisclosureSegmentInformationAdditionalInformation[Abstract]
 
Number of reportable segments
Number of operating segments