Nasdaq : Q4 22 Earnings Presentation

Nasdaq 4Q22 Quarterly Update

January 25, 2023

Disclaimers

Non-GAAP Information

In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income, non-GAAP operating expenses, and non-GAAP EBITDA, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as certain items do not reflect ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this presentation. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

Organic revenue and expense growth, organic change and organic impact are non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenues, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture. Reconciliations of these measures can be found in the appendix to this presentation.

Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Certain discussions in this presentation isolate the impact of year-over- year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period's results by the prior period's exchange rates.

Divisional alignment program: In October 2022, following our September announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. We expect to achieve benefits in the form of both increased customer engagement and operating efficiencies. Costs related to the divisional alignment program will be recorded as "restructuring" in our consolidated statements of income. We will exclude charges associated with this program for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq's performance between periods.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models or implement our new corporate structure, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, environmental, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq's control. These factors include, but are not limited to, Nasdaq's ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq's filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq's investor relations website at http://ir.nasdaq.com and the SEC's website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Website Disclosure

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

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Strategic Update

"We delivered another year of strong growth against an uncertain macroeconomic backdrop, illustrating the strength of our diversified business and our ability to deliver on our longer- term objectives.

As we look to 2023, our new corporate structure positions us to deliver greater liquidity, transparency, and integrity solutions to our clients throughout the financial system."

Adena Friedman, Chair & CEO, Nasdaq

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New Corporate Structure to Amplify Our Strategy

Delivering Our Story In A Simple And Powerful Way

Prior Segment Reporting

Current Segment Reporting

Market Services

Corporate

Platforms

Investment

Intelligence

Market

Technology

• Cash Equity Trading, Equity Derivatives & FICC Trading and Clearing
• Trade Management Services
• Listing Services
• IR & ESG Services

Solutions

Businesses

• Market Data
• Index
• Analytics
• Anti-FinancialCrime Technology
• Market Infrastructure Technology

• Trading Services
• Marketplace Technology includes trade management services and market technology (formerly Marketplace Infrastructure Technology)
• Data & Listing Services includes proprietary market data and listing services
• Index m

• Workflow & Insights includes corporate solutions (formerly IR & ESG services) and analytics
• Anti-FinancialCrime

Market Platforms

Capital Access

Platforms

Anti-Financial

Crime

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As part of our new corporate structure, data sales revenues and expenses related to our U.S. cash equity and U.S. Options industry data (collectively, U.S. Tape Plan) will be reported in Market Platforms (Trading Services). This represents an update from the recast financial information previously included in Nasdaq's Current Report on Form 8-K filed with the SEC on November 8, 2022 and posted to Nasdaq's website.

Strong growth in 2022, Continued Progress Advancing Strategy

• Our evolution continues: 4Q22 Annualized SaaS revenues

increased to 36% of ARR

• Success in our foundational listings business creates

Annualized Recurring

Revenues (ARR)*

$2,007M

Solutions Businesses* Revenue

$2,552M

Solutions Businesses Organic Revenue Growth

$227M

Net Revenues* $3,582M

Non-GAAP Diluted EPS $2.66

(Year over year % change)

+8%

+9%

+10%

+5%

+6%

	"flywheel effects", driving growth in Trading Services,
	corporate solutions*, and data businesses
•	2022 capital market and macroeconomic backdrop
	incorporated several shifts, but remains conducive to the
	company's continued strategic execution
•	Clear strategy to deliver on our unique ESG potential
•	Key secular growth areas that we are positioned to serve are
	large and growing: Anti-Financial Crime, Index, and Workflow
	and Insights

For all non-GAAP information throughout this presentation, the U.S. GAAP to non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation. Reconciliations of organic revenue growth can be found in the appendix to this presentation. Organic revenue growth is considered a non-GAAP metric.

The updated unaudited supplemental recast financial information for the period 2017-2022 reflecting the segment changes is available on our website at ir.nasdaq.com/news-and-events/events-and-presentations.

* For all defined terms, refer to the appendix to this presentation.

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