NDAQ » Topics » Share-Based Compensation

These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.

Share-Based Compensation

 

We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which requires the measurement and recognition of compensation expense for all

 

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share-based payment awards made to employees including employee stock options, restricted stock, performance share units, or PSUs, and certain employee stock purchase plans, based on estimated fair values.

 

We estimate the fair value of share-based awards using the Black-Scholes valuation model. Assumptions used in the Black-Scholes valuation model include the expected life of the award, the weighted-average risk free rate, the expected volatility, and the dividend yield. Our computation of expected life is based on historical exercise patterns. 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. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. Our Credit Facilities restrict our ability to pay dividends. Before our Credit Facilities were in place, it was not our policy to declare or pay cash dividends on our common stock.

 

See Note 12, “Share-Based Compensation,” to the consolidated financial statements for further discussion.

 

Share-Based Compensation

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which
requires the measurement and recognition of compensation expense for all

 


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share-based payment awards made to employees including employee stock options, restricted stock, performance share units, or PSUs, and certain employee stock
purchase plans, based on estimated fair values.

 

We estimate
the fair value of share-based awards using the Black-Scholes valuation model. Assumptions used in the Black-Scholes valuation model include the expected life of the award, the weighted-average risk free rate, the expected volatility, and the
dividend yield. Our computation of expected life is based on historical exercise patterns. 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. Our
computation of expected volatility is based on a combination of historical and market-based implied volatility. Our Credit Facilities restrict our ability to pay dividends. Before our Credit Facilities were in place, it was not our policy to declare
or pay cash dividends on our common stock.

 

See Note 12,
“Share-Based Compensation,” to the consolidated financial statements for further discussion.

 

FACE="Times New Roman" SIZE="2">Income Taxes

 

SIZE="2">Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards
and temporary differences between the tax and financial statement recognition of revenue and expense. SFAS No. 109, “Accounting for Income Taxes,” or SFAS 109, requires that deferred tax assets be reduced by a valuation allowance, if
it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. We adopted the provisions of FIN 48, on January 1, 2007. FIN 48 requires management to determine whether a tax
position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition
thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

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In assessing the need for a valuation allowance, we consider all available
evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the
amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

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In addition, the calculation of our tax liabilities involves uncertainties in
the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and
interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued. If
events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of
tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

 

FACE="Times New Roman" SIZE="2">Pension and Post-Retirement Benefits

 

FACE="Times New Roman" SIZE="2">Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a
regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, healthcare cost trend rate, retirement age assumption, our historical assumptions compared
with actual results and analysis of current market conditions and asset allocations. See Note 11, “Employee Benefits,” to the consolidated financial statements for further discussion.

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Discount rates used for pension and other post-retirement benefit plan calculations are evaluated
annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as
they come due. Actuarial assumptions are based upon management’s best estimates and judgment.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on
significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans’ recent
performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represents a long-term prospective return.

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Share-Based Compensation

 

We account for share-based compensation in accordance with SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock, PSUs, and discounted purchases under our employee stock purchase plan, based on estimated fair values. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. See Note 12, “Share-Based Compensation,” for further discussion.

 

This excerpt taken from the NDAQ 10-Q filed Nov 7, 2008.

Share-Based Compensation

We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. See Note 10, “Share-Based Compensation,” for further discussion.

This excerpt taken from the NDAQ 10-Q filed Aug 8, 2008.

Share-Based Compensation

We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. See Note 10, “Share-Based Compensation,” for further discussion.

This excerpt taken from the NDAQ 10-Q filed May 9, 2008.

Share-Based Compensation

We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. See Note 10, “Share-Based Compensation,” for further discussion.

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

Share-Based Compensation

 

On January 1, 2006, we adopted SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. SFAS 123(R) supersedes our previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” or APB 25. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB 107, relating to SFAS 123(R). We have applied the provisions of SAB 107 in our adoption of SFAS 123(R).

 

We adopted SFAS 123(R) using the modified prospective transition method and have recognized share-based compensation cost in the consolidated financial statements for the years ended December 31, 2007 and 2006. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. In accordance with the modified prospective transition method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). We recognized share-based compensation expense of $16.7 million for the year ended December 31, 2007 and $9.9 million for the year ended December 31, 2006 under SFAS 123(R) and included these amounts in compensation and benefits expense in the Consolidated Statements of Income. We recognized share-based compensation expense of $1.4 million for the year ended December 31, 2005, which was related to restricted

 

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The Nasdaq Stock Market, Inc.

 

Notes to Consolidated Financial Statements—(Continued)

 

stock awards we had been expensing under previous accounting standards. We did not recognize any share-based compensation expense related to employee stock options during the year ended December 31, 2005. See Note 12, “Share-Based Compensation,” for further discussion.

 

Share-Based Compensation

STYLE="margin-top:0px;margin-bottom:-6px"> 

On January 1, 2006, we adopted SFAS 123(R), which requires the
measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. SFAS 123(R)
supersedes our previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” or APB 25. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB 107,
relating to SFAS 123(R). We have applied the provisions of SAB 107 in our adoption of SFAS 123(R).

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We adopted SFAS 123(R) using the modified prospective transition method and have recognized share-based compensation cost in the consolidated financial
statements for the years ended December 31, 2007 and 2006. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. In accordance with the modified prospective transition
method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). We recognized share-based compensation expense of $16.7 million for the year ended December 31,
2007 and $9.9 million for the year ended December 31, 2006 under SFAS 123(R) and included these amounts in compensation and benefits expense in the Consolidated Statements of Income. We recognized share-based compensation expense of $1.4
million for the year ended December 31, 2005, which was related to restricted

 


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The Nasdaq Stock Market, Inc.

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Notes to Consolidated Financial Statements—(Continued)

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stock awards we had been expensing under previous accounting standards. We did not recognize any share-based compensation expense related to employee stock
options during the year ended December 31, 2005. See Note 12, “Share-Based Compensation,” for further discussion.

 

STYLE="margin-top:0px;margin-bottom:0px">Deferred Revenue

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">Deferred revenue represents revenues for services not yet rendered, primarily for the Corporate Client Group. See Note 8, “Deferred Revenue,”
for further discussion.

 

This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

Share-Based Compensation

 

On January 1, 2006, we adopted SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. SFAS 123(R) supersedes our previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” or APB 25. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB 107, relating to SFAS 123(R). We have applied the provisions of SAB 107 in our adoption of SFAS 123(R).

 

We adopted SFAS 123(R) using the modified prospective transition method and have recognized share-based compensation cost in the consolidated financial statements for the year ended December 31, 2006. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. In accordance with the modified prospective transition method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). We recognized share-based compensation expense of $9.9 million under SFAS 123(R) for the year ended December 31, 2006 and included this amount in compensation and benefits expense in the Consolidated Statements of Income. We recognized share-based compensation expense of $1.4 million for the year ended December 31, 2005, and $0.5 million for the year ended December 31, 2004, which was related to restricted stock awards we had been expensing under previous accounting standards. We did not recognize any share-based compensation expense related to employee stock options during the years ended December 31, 2005 and 2004. See Note 12, “Share-Based Compensation,” for further discussion.

 

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