Nasdaq Stockholders’ Equity

Common Stock

As of September 30, 2018, 300,000,000 shares of our common stock were authorized, 169,423,805 shares were issued and 163,949,047 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 Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 5,474,758 shares of common stock in treasury as of September 30, 2018 and 4,932,402 shares as of December 31, 2017, most of which are related to shares of our common stock repurchased for the settlement of employee tax withholding obligations arising from the vesting of restricted stock.

Share Repurchase Program

In January 2018, our board of directors authorized an additional $500 million for the share repurchase program bringing the total capacity to $726 million.

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 share repurchase program has no defined expiration date.

The following table summarizes our share repurchase activity:



	Nine Months Ended September 30,
	2018		2017

Number of shares of common stock repurchased	4,508,426		2,455,171
Average price paid per share	$	87.43	$	71.15
Total purchase price (in millions)	$	394	$	175

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. As of September 30, 2018, the remaining amount authorized for share repurchases under the program was $332 million.

Other Repurchases of Common Stock

During the first nine months of 2018, we repurchased 542,356 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. As of September 30, 2018 and December 31, 2017, no shares of preferred stock were issued or outstanding.

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Cash Dividends on Common Stock

During the nine months ended September 30, 2018, 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 30, 2018	$	0.38	March 16, 2018	$	63	March 30, 2018
March 26, 2018	0.44		June 15, 2018	73		June 29, 2018
July 24, 2018	0.44		September 14, 2018	72		September 28, 2018
				$	208

The total amount paid of $208 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2018.

In October 2018, the board of directors declared a regular quarterly cash dividend of $0.44 per share on our outstanding common stock. The dividend is payable on December 28, 2018 to shareholders of record at the close of business on December 14, 2018. The estimated amount of this dividend is $72 million. In March 2018, the board of directors approved a regular quarterly cash dividend of $0.44 per share on our outstanding common stock which reflects a 16.0% increase from our prior quarterly cash dividend of $0.38. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

Our board of directors maintains a dividend policy with the intention to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow.