F-31
The following represents the domestic and foreign components
of income before income tax provision:
Year Ended December 31,
2016
2015
2014
(in millions)
Domestic
$ (155) $ 393 $ 349
Foreign
291
237
245
Income
before income tax
provision
$
136 $ 630 $ 594
We recorded income tax benefits of $41 million in 2016, $34
million in 2015 and $9 million in 2014, primarily related to
share-based compensation. These amounts were recorded as
additional paid-in-capital in the Consolidated Balance Sheets.
We are subject to examination by federal, state and local, and
foreign tax authorities. We regularly assess the likelihood of
additional assessments by each jurisdiction and have
established tax reserves that we believe are adequate in relation
to the potential for additional assessments. We believe that the
resolution of tax matters will not have a material effect on our
financial condition but may be material to our operating results
for a particular period and the effective tax rate for that period.
There are $40 million as of December 31, 2016 and $33 million
as of December 31, 2015 of unrecognized tax benefits that if
recognized would affect our effective tax rate.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
Year Ended December 31,
2016
2015
(in millions)
Beginning balance
$
40 $
41
Additions
as a result of tax positions
taken in prior periods
9
3
Additions as a result of tax positions
taken
in the current period
3
3
Reductions related to settlements
with
taxing authorities
(4)
(2)
Reductions as a result of lapses of the
applicable
statute of limitations
—
(5)
Ending balance
$
48 $
40
Our policy is to recognize interest and/or penalties related to
income tax matters in income tax expense. We have accrued $8
million as of December 31, 2016 and $7 million as of
December 31, 2015 for interest and penalties, net of tax effect.
Nasdaq and its eligible subsidiaries file a consolidated U.S.
federal income tax return and applicable state and local income
tax returns and non-U.S. income tax returns. Federal income
tax returns for the years 2011 through 2015 are subject to
examination by the Internal Revenue Service. Several state tax
returns are currently under examination by the respective tax
authorities for the years 2005 through 2014 and we are subject
to examination for the year 2015. Due to the uncertainty of the
outcome of matters in certain states, in 2016 we recorded a
reserve of $5 million. This reserve is mostly offset by the
recognition of $4 million of previously unrecognized tax
benefits, in 2016, due to settlements of audits in various states.
Non-U.S. tax returns are subject to examination by the
respective tax authorities for the years 2008 through 2015. In
2015, we received an assessment of $6 million from the Swedish
Tax Agency for the year 2013. We have appealed this
assessment to the Swedish Courts. Due to the uncertainty of the
outcome of this matter, in 2015 we recorded a reserve of $6
million. This reserve is mostly offset by the recognition of $5
million of previously unrecognized tax benefits, in 2015, due
to the lapse of the statute of limitations related to tax
examinations in various jurisdictions in the U.S. We anticipate
that the amount of unrecognized tax benefits at December 31,
2016 will significantly decrease in the next twelve months as
we expect to settle certain tax audits. The final outcome of such
audits cannot yet be determined. We anticipate that such
adjustments will not have a material impact on our consolidated
financial position or results of operations.
In the fourth quarter of 2010, we received an appeal from the
Finnish Tax Authority challenging certain interest expense
deductions claimed by Nasdaq in Finland for the year 2008.
The appeal also demanded certain penalties be paid with regard
to the company’s tax return filing position. In October 2012,
the Finnish Appeals Board disagreed with the company’s tax
return filing position for years 2009 through 2011, even though
the tax return position with respect to this deduction was
previously reviewed and approved by the Finnish Tax
Authority. In June 2014, the Finnish Administrative Court also
disagreed with the company’s tax return filing position for these
years. We appealed this ruling to the Finnish Supreme
Administrative Court. Through March 31, 2016, we recorded
tax benefits of $30 million associated with this filing position.
We paid $41 million to the Finnish tax authorities, which
includes $11 million in interest and penalties. In May 2016, we
received an unfavorable ruling from the Finnish Supreme
Administrative Court, in which the Court disagreed with our
position. As such, in the second quarter of 2016 we recorded
tax expense of $28 million, or $0.17 per diluted share. This
expense reflects the reversal of previously recorded Finnish tax
benefits, and related interest and penalties, of $38 million
through the first quarter of 2016, net of a related U.S. tax benefit
of $10 million. The tax expense recorded reflects the impact of
foreign currency translation. We expect to record future
quarterly net tax expense of approximately $1 million as a result
of this ruling.
From 2009 through 2012, we recorded tax benefits associated
with certain interest expense incurred in Sweden. Our position
is supported by a 2011 ruling we received from the Swedish
Supreme Administrative Court. However, under new
legislation effective January 1, 2013, limitations are imposed
on certain forms of interest expense. Because this legislation is
unclear with regard to our ability to continue to claim such
interest deductions, Nasdaq filed an application for an advance
tax ruling with the Swedish Tax Council for Advance Tax
Rulings. In June 2014, we received an unfavorable ruling from
the Swedish Tax Council for Advance Tax Rulings. We