F-33
12. Share-Based Compensation
We have a share-based compensation program that provides our
board of directors broad discretion in creating employee equity
incentives. Share-based awards granted under this program
include stock options, restricted stock (consisting of restricted
stock units), and PSUs. For accounting purposes, we consider
PSUs to be a form of restricted stock.
Summary of Share-Based Compensation Expense
The following table shows the total share-based compensation
expense resulting from equity awards and the 15.0% discount
for the ESPP for the years ended December 31, 2016, 2015 and
2014 in the Consolidated Statements of Income:
Year Ended December 31,
2016
2015
2014
(in millions)
Share-based
compensation
expense
before income
taxes
$
86 $
68 $
62
Income tax benefit
(35)
(28)
(26)
Share-based compensation
expense after income
taxes
$
51 $
40 $
36
Common Shares Available Under Our Equity Plan
As of December 31, 2016, we had approximately 6.7 million
shares of common stock authorized for future issuance under
our Equity Plan.
Restricted Stock
We grant restricted stock to most active employees. The grant
date fair value of restricted stock awards is based on the closing
price at the date of grant less the present value of future cash
dividends. Restricted stock awards granted generally vest
25.0% on the second anniversary of the grant date, 25.0% on
the third anniversary of the grant date, and 50.0% on the fourth
anniversary of the grant date. We generally recognize
compensation expense for restricted stock awards on a straight-
line basis over the requisite service period of the award, taking
into account an estimated forfeiture rate.
Summary of Restricted Stock Activity
The following table summarizes our restricted stock activity for
the years ended December 31, 2016, 2015 and 2014:
Restricted Stock
Number of
Awards
Weighted-
Average Grant
Date Fair Value
Unvested
balances at
December 31, 2013
3,826,470
$
25.96
Granted
1,196,441
36.87
Vested
(1,529,792)
23.29
Forfeited
(299,889)
29.87
Unvested balances at
December 31, 2014
3,193,230
$
30.99
Granted
823,950
49.26
Vested
(370,998)
29.90
Forfeited
(302,444)
34.34
Unvested balances at
December 31, 2015
3,343,738
$
35.36
Granted
724,200
62.91
Vested
(1,238,980)
27.91
Forfeited
(268,380)
43.29
Unvested balances at
December 31, 2016
2,560,578
$
45.92
At December 31, 2016, $52 million of total unrecognized
compensation cost related to restricted stock is expected to be
recognized over a weighted-average period of 1.7 years.
PSUs
The grant date fair value of PSUs is based on the closing price
at the date of grant less the present value of future cash
dividends. PSUs are based on performance measures that
impact the amount of shares that each recipient will receive
upon vesting. We report the target number of PSUs granted,
unless we have determined that it is more likely than not, based
on the actual achievement of performance measures, that an
employee will receive a different amount of shares underlying
the PSUs, in which case we report the amount of shares the
employee is likely to receive. We have two performance-based
long-term PSU programs for certain officers, a one-year
performance-based program and a three-year cumulative
performance-based program that focuses on TSR.
One-Year PSU Program
Under the one-year performance-based program, an employee
may receive from 0.0% to 150.0% of the target amount granted,
depending on the achievement of performance measures. These
awards vest ratably on an annual basis over a three-year period
commencing with the end of the performance period.
Compensation cost is recognized over the performance period
and the three-year vesting period, taking into account an
estimated forfeiture rate.
F-34
During 2016, certain grants of PSUs with a one-year
performance period exceeded the applicable performance
parameters. As a result, an additional 56,533 units above target
were considered granted in the first quarter of 2017.
Three-Year PSU Program
Under the three-year performance-based program, each
individual receives PSUs with a three-year cumulative
performance period that vest at the end of the performance
period. Compensation cost is recognized over the three-year
vesting period. Performance will be determined by comparing
Nasdaq’s TSR to two peer groups, each weighted 50.0%. The
first peer group consists of exchange companies, and the second
peer group consists of all companies in the S&P 500. Nasdaq’s
relative performance ranking against each of these groups will
determine the final number of shares delivered to each
individual under the program. The payout under this program
will be between 0.0% and 200.0% of the number of PSUs
granted and will be determined by Nasdaq’s overall
performance against both peer groups. However, if Nasdaq’s
TSR is negative for the three-year performance period,
regardless of TSR ranking, the payout will not exceed 100.0%
of the number of PSUs granted. We estimate the fair value of
PSU’s granted under the three-year PSU program using the
Monte Carlo simulation model, as these awards contain a
market condition.
Certain grants of PSUs that were issued in 2014 with a three-
year performance period exceeded the applicable performance
parameters. As a result, an additional 538,892 units above target
were considered granted in the first quarter of 2017.
The following weighted-average assumptions were used to
determine the weighted-average fair values of the PSU awards
granted under the three-year PSU program for the years ended
December 31, 2016 and December 31, 2015:
Year Ended December 31,
2016
2015
Weighted-average
risk free interest
rate
(1)
0.84%
0.81%
Expected volatility
(2)
21.0%
21.5%
Weighted-average
grant date share
price
$ 66.36
$ 50.97
Weighted-average fair value at
grant date
$ 93.25
$ 64.08
____________
(1)
The risk-free interest rate for periods within the expected
life of the award is based on the U.S. Treasury yield curve
in effect at the time of grant.
(2)
We use historic volatility for PSU awards issued under the
three-year PSU program, as implied volatility data could
not be obtained for all the companies in the peer groups
used for relative performance measurement within the
program.
In addition, the annual dividend assumption utilized in the
Monte Carlo simulation model is based on Nasdaq’s dividend
yield at the date of grant.
Summary of PSU Activity
The following table summarizes our PSU activity for the years
ended December 31, 2016, 2015 and 2014:
PSUs
One-Year Program
Three-Year Program
Number of
Awards
Weighted
-Average
Grant
Date Fair
Value
Number of
Awards
Weighted
-Average
Grant
Date Fair
Value
Unvested
balances at
December
31, 2013
804,377
$27.38
1,111,224 $31.95
Granted
328,791
36.20
553,846
42.80
Vested
(442,781)
27.75
—
—
Forfeited
(132,347)
28.58
(10,503)
30.82
Unvested
balances at
December
31, 2014
558,040 $24.17
1,654,567 $35.57
Granted
206,199
48.16
649,626
49.69
Vested
(247,273)
30.51
(837,109)
22.50
Forfeited
(92,999)
34.74
(27,366)
43.49
Unvested
balances at
December
31, 2015
423,967 $41.34
1,439,718 $49.41
Granted
242,642
58.33
761,501
66.89
Vested
(242,793)
39.63
(879,926)
43.81
Forfeited
(45,050)
47.72
(6,625)
69.11
Unvested
balances at
December
31, 2016
378,766 $52.55
1,314,668 $63.18
At December 31, 2016, $10 million of total unrecognized
compensation cost related to the one-year PSU program is
expected to be recognized over a weighted-average period of
1.4 years. For the three-year PSU program, $20 million of total
unrecognized compensation cost is expected to be recognized
over a weighted-average period of 1.3 years.