Table Of Contents
High
Low
Fiscal 2015
Fourth quarter
$
59.70
$
52.39
Third quarter
53.81
47.42
Second quarter
51.88
47.58
First quarter
50.22
44.27
Fiscal 2014
Fourth quarter
$
49.71
$
38.43
Third quarter
44.33
38.31
Second quarter
39.24
33.49
First quarter
41.25
36.36
As of February 17 , 201 6 , we had approximately 379 holders of record of our common stock. As of February 17 , 201 6 , the closing price
of our common stock was $ 62 . 96 .
Dividends
In each of the second, third and fourth quarters of 2015, the Company paid a quarterly cash dividend of $0.25 per share and in the first
quarter of 2015 the Company paid a quarterly cash dividend of $0.15 per share on our outstanding common stock. In each of the second, third and
fourth quarters of 2014, the Company paid a quarterly cash dividend of $0.15 per share and in the first quarter of 2014 the Company paid a
quarterly cash dividend of $0.13 per share on our outstanding common stock. We expect to pay quarterly cash dividends in the future, subject to
approval by the board of directors.
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 13, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further
discussion of our share repurchase program.
Employee Transactions
During the fiscal quarter ended December 31, 2015, we purchased shares from employees in connection with the settlement of employee tax
withholding obligations arising from the vesting of restricted stock .
The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal
quarter ended December 31, 2015:
Period
(a) Total Number of
Shares Purchased
(b) Average Price Paid
Per Share
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(d) Maximum Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs
(in millions)
October 2015
Share repurchase program
- $
-
-
$
226
Employee transactions
1,342 $
53.74
N/A
N/A
November 2015
Share repurchase program
- $
-
-
$
226
Employee transactions
2,071 $
58.39
N/A
N/A
December 2015
Share repurchase program
1,182,351 $
56.58
1,182,351
$
159
Employee transactions
97,990 $
58.17
N/A
N/A
Total Quarter Ended December 31, 2015
Share repurchase program
1,182,351 $
56.58
1,182,351
$
159
Employee transactions
101,403 $
58.12
N/A
N/A
29
Table Of Contents
Item 6. Selected Financial Data.
The following table sets forth selected financial data on a historical basis for Nasdaq. The following information should be read in
conjunction with the consolidated financial statements and notes thereto of Nasdaq included elsewhere in this Form 10-K.
Selected Financial Data
Year Ended December 31,
2015
2014
2013
2012
2011
(in millions, except share and per share amounts)
Statements of Income Data:
Total revenues
$
3,403 $
3,500 $
3,211 $
3,120 $
3,438
Transaction-based expenses
(1,313)
(1,433)
(1,316)
(1,446)
(1,748)
Revenues less transaction-based expenses
2,090
2,067
1,895
1,674
1,690
Total operating expenses
1,370
1,313
1,207
984
994
Operating income
720
754
688
690
696
Net income attributable to Nasdaq
428
414
385
352
387
Per share information:
Basic earnings per share
$
2.56 $
2.45 $
2.30 $
2.09 $
2.20
Diluted earnings per share
$
2.50 $
2.39 $
2.25 $
2.04 $
2.15
Cash dividends declared per common share
$
0.90 $
0.58 $
0.52 $
0.39 $
-
Weighted-average common shares outstanding for
earnings per share:
Basic
167,285,450
168,926,733
166,932,103
168,254,653
176,331,819
Diluted
171,283,271
173,018,849
171,266,146
172,587,870
180,011,247
December 31,
2015
2014
2013
2012
2011
(in millions)
Balance Sheets Data:
Cash and cash equivalents and financial investments
$
502 $
601 $
587 $
720 $
785
Total assets
11,861
12,071
12,563
9,122
14,078
Total long-term liabilities
3,308
3,297
3,579
2,895
3,054
Total equity
5,609
5,794
6,184
5,209
4,986
We completed several acquisitions during the years ended December 31, 2015, 2013, 2012 and 2011 and included the financial results of
such acquisitions in our consolidated financial statements from the respective acquisition dates.
We record transaction-based revenues on a gross basis as revenues and record related expenses as transaction-based expenses.
Cash dividends declared per common share of $0.90 for 2015, $0.58 for 2014, $0.52 for 2013 and $0.39 for 2012 reflect quarterly
dividends per share on our outstanding common stock. See “Cash Dividends on Common Stock,” of Note 13, “Nasdaq Stockholders’
Equity,” to the consolidated financial statements for further discussion of the dividends.
At December 31, 2011, total assets included resale agreements, at contract value of $3.7 billion. Total assets decreased $5.0 billion at
December 31, 2012 compared with December 31, 2011, primarily due to our new clearing structure which significantly changed the nature
and extent of the risk of loss to Nasdaq Clearing in the event of a member default. As a result, we no longer record derivative positions or
resale and repurchase agreements in the Consolidated Balance Sheets. Total assets increased $3.4 billion at December 31, 2013 compared
with December 31, 2012, primarily due to an increase in default funds and margin deposits, reflecting the implementation of our collateral
management process for our Nasdaq Clearing business in 2013, and an increase in goodwill and intangible assets associated with the
acquisitions of the TR Corporate businesses and eSpeed in 2013.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our
consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Item 1A. Risk Factors.”
Business Overview
We are a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services
across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, access services, data
products, financial indexes, capital formation solutions, corporate solutions and market technology products and services. Our technology powers
markets across the globe, supporting equity derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other
functions.
31
(1)
(1)
(1)
(1)
(2)
(2)
(3)
(4)
(1)
(2)
(3)
(4)