Shareholders' Equity | 8. SHAREHOLDERS’ EQUITY This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company, including the amounts recognized in both continuing operations and discontinued operations for all periods referenced. Return of capital On February 4, 2014, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $300.0 million worth of shares of MSCI’s common stock, which was increased to $850.0 million on September 17, 2014 (the “2014 Repurchase Program”). On October 14, 2015, the Company exhausted the $850.0 million share repurchase authorization under the 2014 Repurchase Program. On September 18, 2014, as part of the 2014 Repurchase Program, the Company entered into an ASR agreement to initiate share repurchases aggregating $300.0 million (the “September 2014 ASR Agreement”). As a result of the September 2014 ASR Agreement, the Company received approximately 4.5 million shares of MSCI’s common stock on September 19, 2014 and received approximately 1.2 million shares of MSCI’s common stock on May 21, 2015 for a combined average price of $52.79 per share. On June 2, 2015, the Company began purchasing shares of its common stock in the open market in accordance with SEC Rule 10b5-1. During October 2015, the Company completed the $850.0 million repurchase authorization under the 2014 Repurchase Program. On October 28, 2015, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $1.0 billion worth of shares of MSCI’s common stock (the “2015 Repurchase Program”). On October 26, 2016, the Board of Directors approved an additional stock repurchase program authorizing the purchase of up to $750.0 million worth of shares of our common stock (together with the $330.3 million remaining authorization under the 2015 Repurchase Program, the “2016 Repurchase Program”). Share repurchases made pursuant to the 2016 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice. As of December 31, 2017, there was $733.1 million of available authorization remaining under the 2016 Repurchase Program. The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases: Year Ended Average Price Paid Per Share Total Number of Shares Repurchased Dollar Value of Shares Repurchased (in thousands, except per share data) December 31, 2015 $ 62.63 10,710 $ 670,824 December 31, 2016 $ 73.71 10,303 $ 759,427 December 31, 2017 $ 87.96 1,556 $ 136,899 The following table presents cash dividends declared and distributed per common share for the periods indicated: Dividends Per Share Declared Distributed Deferred 2017 (in thousands, except per share data) Three Months Ended March 31, $ 0.28 $ 25,769 $ 25,500 $ 269 Three Months Ended June 30, 0.28 25,710 25,444 266 Three Months Ended September 30, 0.38 34,768 34,403 365 Three Months Ended December 31, 0.38 34,745 34,448 297 Total $ 1.32 $ 120,992 $ 119,795 $ 1,197 2016 Three Months Ended March 31, $ 0.22 $ 22,046 $ 21,889 $ 157 Three Months Ended June 30, 0.22 21,588 21,391 197 Three Months Ended September 30, 0.28 26,936 26,680 256 Three Months Ended December 31, 0.28 26,524 26,304 220 Total $ 1.00 $ 97,094 $ 96,264 $ 830 2015 Three Months Ended March 31, $ 0.18 $ 20,424 $ 20,411 $ 13 Three Months Ended June 30, 0.18 20,444 20,442 2 Three Months Ended September 30, 0.22 24,210 24,152 58 Three Months Ended December 31, 0.22 22,803 22,792 11 Total $ 0.80 $ 87,881 $ 87,797 $ 84 Common Stock The following table presents activity related to shares of common stock issued and repurchased for the periods indicated: Common Treasury Common Stock Issued Stock Outstanding Balance At December 31, 2014 126,637,390 (14,564,921 ) 112,072,469 Dividend payable/paid 802 (385 ) 417 Common stock issued and exercise of stock options 1,558,965 — 1,558,965 Shares withheld for tax withholding and exercises — (763,558 ) (763,558 ) Shares repurchased under stock repurchase programs — (11,856,169 ) (11,856,169 ) Shares issued to directors 3,032 (2,008 ) 1,024 Balance At December 31, 2015 128,200,189 (27,187,041 ) 101,013,148 Dividend payable/paid 892 (472 ) 420 Common stock issued and exercise of stock options 788,304 — 788,304 Shares withheld for tax withholding and exercises — (219,921 ) (219,921 ) Shares repurchased under stock repurchase programs — (10,303,047 ) (10,303,047 ) Shares issued to directors 6,959 (6,273 ) 686 Balance At December 31, 2016 128,996,344 (37,716,754 ) 91,279,590 Dividend payable/paid 156 — 156 Common stock issued and exercise of stock options 538,499 — 538,499 Shares withheld for tax withholding and exercises — (158,090 ) (158,090 ) Shares repurchased under stock repurchase programs — (1,556,313 ) (1,556,313 ) Shares issued to directors 8,857 (7,814 ) 1,043 Balance At December 31, 2017 129,543,856 (39,438,971 ) 90,104,885 Shared-Based Compensation The Company regularly issues share-based compensation to its employees and directors who are not employees of the Company. The accounting guidance for share-based compensation requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. In February 2018, the Company granted a portion of its employees awards in the form of RSUs and MSUs. The total number of units granted was 211,144. The aggregate fair value of the awards was $26.6 million, of which approximately $2.4 million had been expensed in the year ended December 31, 2017 in relation to awards granted to retirement eligible employees under the award terms. A portion of the awards granted consisted of RSUs vesting over a three-year period, with one-third vesting on each anniversary of the grant in 2019, 2020 and 2021. A smaller portion of the awards granted consisted of MSUs that will time-vest over a three year period and are subject to the achievement of the applicable absolute total shareholder return compounded annual growth rate and relative total shareholder return compounded annual growth rate performance metrics measured over a minimum three-year performance period. The performance period may also be extended for an additional period of six months only in the event that both of the performance metrics achieved by the Company are below specified threshold performance levels. For a small group of awards granted by the Company, all or a portion of the award may be cancelled in certain limited situations, including termination for cause, if employment is terminated before the end of the relevant restriction period. For the remainder of the awards granted by the Company, all or a portion of the award may be canceled if employment is terminated for certain reasons before the end of the relevant restriction period for non-retirement-eligible employees. In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury. The components of share-based compensation expense related to the awards to Company employees and directors who are not employees of the Company of restricted stock units and restricted stock awards (representing shares of common stock) and options to purchase shares of common stock, as applicable, are presented below: Years Ended December 31, December December 31, (in thousands) 2017 2016 2015 Deferred stock $ 37,921 $ 32,525 $ 27,549 Stock options — — (73 ) Total $ 37,921 $ 32,525 $ 27,476 The following table presents the amount of share-based compensation expense by category for the periods indicated: Years Ended December 31, December 31, December 31, (in thousands) 2017 2016 2015 Cost of revenues $ 9,707 $ 7,971 $ 6,909 Selling and marketing 11,355 9,526 6,564 Research and development 3,477 2,970 2,823 General and administrative 13,382 12,058 11,180 Total share-based compensation expense $ 37,921 $ 32,525 $ 27,476 There was no share-based compensation expense included in “Income (loss) from discontinued operations, net of income taxes” in the Consolidated Statement of Income for the years ended December 31, 2017, 2016 and 2015. The tax benefits for share-based compensation expense related to deferred stock and stock options granted to Company employees and to directors who are not employees of the Company were $5.5 million, $7.4 million and $15.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, $29.9 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years. In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2017, 7.3 million shares of common stock were available for future grants under these plans. Deferred Stock Awards. Certain Company employees have been granted deferred stock awards pursuant to a share-based compensation plan. The plan provides for the deferral of a portion of certain employees’ discretionary compensation with awards made in the form of RSUs, PSUs and MSUs (together, the “Deferred Stock Awards”). Recipients of RSUs, PSUs and MSUs generally have rights to receive dividend equivalents that are subject to vesting. The Company reports the target number of PSUs and MSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs and MSUs, in which case the Company reports the amount of shares employees are likely to receive. The following table presents activity concerning the Company’s vested and unvested deferred stock awards applicable to its employees (share data in thousands) for the period indicated: Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2017 Shares Value Vested and unvested deferred stock awards at December 31, 2016 1,507 $ 61.82 Granted 302 $ 88.01 Conversion to common stock (351 ) $ 56.83 Canceled (39 ) $ 66.25 Vested and unvested deferred stock awards at December 31, 2017 (1) 1,419 $ 68.50 (1) As of December 31, 2017, 1,366 restricted stock units and restricted stock awards, with a weighted average price of $68.35, were vested or expected to vest. The total fair value of Deferred Stock Awards held by the Company’s employees that converted to MSCI common stock during the years ended December 31, 2017, 2016 and 2015 was $30.3 million, $39.4 million and $34.1 million, respectively. The following table presents activity concerning the Company’s unvested deferred stock awards related to its employees (share data in thousands): Weighted Average Grant Number of Date Fair For the Year Ended December 31, 2017 Shares Value Unvested deferred stock awards at December 31, 2016 1,207 $ 62.89 Granted 277 $ 88.27 Vested (279 ) $ 58.06 Canceled (39 ) $ 66.25 Unvested deferred stock awards at December 31, 2017 1,166 $ 69.96 Unvested deferred stock awards expected to vest 1,113 $ 69.84 Stock Option Awards. No stock options were issued during the years ended December 31, 2017, 2016 and 2015. The following table presents activity concerning MSCI stock options granted to the Company’s employees for the year ended December 31, 2017 (option data and dollar values in thousands, except exercise price): Weighted Weighted Average Number Average Remaining Aggregated of Exercise Life Intrinsic For the Year Ended December 31, 2017 Options Price (Years) Value Options outstanding at December 31, 2016 269 $ 24.06 2.22 N/A Granted or assumed — $ — N/A N/A Forfeited — $ — N/A N/A Conversion to common stock (124 ) $ 21.24 N/A N/A Options outstanding and exercisable at December 31, 2017 145 $ 26.47 2.11 $ 14,519 All outstanding stock options as of December 31, 2017 are vested and exercisable. The following table presents information relating to the Company’s outstanding and exercisable stock options as of December 31, 2017 (number of options outstanding and aggregate intrinsic value data in thousands): As of December 31, 2017 Options Outstanding Weighted Average Average Aggregate Number Exercise Remaining Intrinsic Range of Exercise Prices Outstanding Price Life (Years) Value $15.18 to $16.48 38 $ 16.47 1.15 $ 4,175 $20.45 to $24.11 16 $ 20.62 1.77 $ 1,733 $ 25.64 41 $ 25.64 2.11 $ 4,139 $ 36.70 50 $ 36.70 2.95 $ 4,472 Total 145 $ 14,519 The intrinsic value of the stock options exercised by the Company’s employees during the years ended December 31, 2017, 2016 and 2015 was $10.9 million, $11.3 million and $37.3 million, respectively. |