F-35
Stock Options
The fair value of stock options are
estimated using the Black-
Scholes option-pricing model. Each grant has a 10-year life,
vesting ratably over a four-year period,
starting at the date of
the grant. There were no stock option awards granted for the
years ended December 31, 2016, 2015 and 2014.
Summary of Stock Option Activity
A summary of stock option activity for the years ended
December 31, 2016, 2015 and 2014 is as follows:
Number of Stock
Options
Weighted-
Average
Exercise
Price
Outstanding at December 31,
2013
4,926,522 $ 25.21
Exercised
(1,578,050)
20.31
Forfeited
or expired
(31,690)
24.23
Outstanding at December 31,
2014
3,316,782 $ 27.56
Exercised
(682,054)
26.84
Forfeited or expired
(8,241)
28.53
Outstanding at December 31,
2015
2,626,487 $ 27.74
Exercised
(1,219,820)
34.00
Forfeited or expired
(296)
23.31
Outstanding at December 31,
2016
1,406,371 $ 22.32
We received net cash proceeds of $41 million from the exercise
of 1,219,820 stock options for the year ended December 31,
2016, received net cash proceeds of $18 million from the
exercise of 682,054 stock options for the year ended
December 31, 2015 and received net cash proceeds of $32
million from the exercise of 1,578,050 stock options for the
year ended December 31, 2014.
The following table summarizes significant ranges of
outstanding and exercisable stock options as of December 31,
2016:
Outstanding and Exercisable
Range of Exercise
Prices
Number of
Stock Options
Weighted-
Average
Remaining
Contractual
Term (in
years)
Weighted
-Average
Exercise
Price
Aggregate
Intrinsic
Value (in
millions)
$17.36 - $19.99
140,733
3.13 $19.74 $
7
$20.00 - $25.75
1,237,333
2.62
22.16
55
$25.76 - $45.38
28,305
1.17
41.77
1
Total
1,406,371
2.65 $22.32 $
63
The aggregate intrinsic value in the above table represents the
total pre-tax intrinsic value (i.e., the difference between our
closing stock price on December 30, 2016 of $67.12 and the
exercise price, times the number of shares) based on stock
options with an exercise price less than Nasdaq’s closing price
of $67.12 as of December 30, 2016, which would have been
received by the option holders had the option holders exercised
their stock options on that date. This amount can change based
on the fair market value of our common stock. The total number
of in-the-money stock options exercisable as of December 31,
2016 was 1.4 million. As of December 31, 2015, 2.6 million
outstanding stock options were exercisable and the weighted-
average exercise price was $27.74.
Total fair value of stock options vested was immaterial for both
the years ended December 31, 2016 and 2015. The total pre-
tax intrinsic value of stock options exercised was $40 million
during 2016, $17 million during 2015 and $33 million during
2014.
ESPP
We have an ESPP under which approximately 2.3 million shares
of our common stock have been reserved for future issuance as
of December 31, 2016. Under our ESPP, employees may
purchase shares having a value not exceeding 10.0% of their
annual compensation, subject to applicable annual Internal
Revenue Service limitations. We record compensation expense
related to the 15.0% discount that is given to our employees.
The following table summarizes employee activity and expense
associated with the ESPP for the years ended December 31,
2016, 2015 and 2014.
Year Ended December 31,
2016
2015
2014
Number of shares
purchased by
employees
233,464
247,444
256,772
Weighted-average price
of
shares purchased
$ 50.39 $ 40.95 $ 33.06
Compensation expense
(in millions)
$
4 $
4 $
4
13. Nasdaq Stockholders’ Equity
Common Stock
At December 31, 2016, 300,000,000 shares of our common
stock were authorized, 170,501,186 shares were issued and
166,579,468 shares were outstanding. The holders of common
stock are entitled to one vote per share, except that our certificate
of incorporation limits the ability of any person to vote in excess
of 5.0% of the then-outstanding shares of Nasdaq common
stock.
Common Stock in Treasury, at Cost
We account for the purchase of treasury stock under the cost
method with the shares of stock repurchased reflected as a
reduction to Nasdaq stockholders’ equity and included in
common stock in treasury, at cost in the Consolidated Balance
Sheets. Most shares repurchased under our share repurchase
program are retired and cancelled, and the remaining shares are
F-36
available for general corporate purposes. When treasury shares
are reissued, they are recorded at the average cost of the treasury
shares acquired. We held 3,921,718 shares of common stock in
treasury as of December 31, 2016 and 2,917,464 shares as of
December 31, 2015.
Share Repurchase Program
In the fourth quarter of 2014, our board of directors authorized
the repurchase of up to $500 million of our outstanding common
stock and in the first quarter of 2016, our board of directors
authorized the repurchase of an additional $370 million of our
outstanding common stock under our share repurchase
program.
These purchases may be made from time to time at prevailing
market prices in open market purchases, privately-negotiated
transactions, block purchase techniques or otherwise, as
determined by our management. The purchases are primarily
funded from existing cash balances. The share repurchase
program may be suspended, modified or discontinued at any
time.
The following table summarizes our share repurchase activity:
Year Ended December 31,
2016
2015
Number
of shares of
common stock
repurchased
1,547,778
7,191,685
Average price paid per
share
$
64.42 $
52.44
Total purchase price (in
millions)
$
100 $
377
As discussed above in “Common Stock in Treasury, at Cost,”
most shares repurchased under our share repurchase program
are retired and cancelled, and the remaining shares are available
for general corporate purposes. As of December 31, 2016, the
remaining amount authorized for share repurchases under the
program was $429 million.
Other Repurchases of Common Stock
For the year ended December 31, 2016, we repurchased
1,004,254 shares of our common stock in settlement of
employee tax withholding obligations arising from the vesting
of restricted stock.
Preferred Stock
Our certificate of incorporation authorizes the issuance of
30,000,000 shares of preferred stock, par value $0.01 per share,
issuable from time to time in one or more series. At
December 31, 2016 and December 31, 2015, no shares of
preferred stock were issued or outstanding.
* * * * * *
Cash Dividends on Common Stock
During 2016, our board of directors declared the following cash dividends:
Declaration Date
Dividend Per
Common Share
Record Date
Total Amount
Paid
Payment Date
(in millions)
January 27, 2016
$
0.25 March 14, 2016
$
41 March 28, 2016
March 28, 2016
0.32 June 10, 2016
53 June 24, 2016
July 26, 2016
0.32 September 16, 2016
53 September 30, 2016
October 25, 2016
0.32 December 16, 2016
53 December 30, 2016
$
200
The total amount paid of $200 million was recorded in retained earnings in the Consolidated Balance Sheets at December 31,
2016.
In January 2017, the board of directors declared a regular quarterly cash dividend of $0.32 per share on our outstanding common
stock. The dividend is payable on March 31, 2017 to shareholders of record at the close of business on March 17, 2017. Future
declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board
of directors.