Nasdaq : Q2 20 Earnings Presentation

2Q20 Earnings Presentation

July 22, 2020

NASDAQ 2Q20 HIGHLIGHTS

Driving Accelerating Growth, Creating Sustainable Value

Non-Trading Segments

Organic Revenue

Growth1

2Q20:

+6% Y-o-Y

Quarterly Highs

Non-GAAP EPS

Non-GAAP operating

margin

Market Services

Organic Revenue

Growth1

2Q20:

+22% Y-o-Y

Non-GAAP Operating

Margin2

53% in 2Q20

versus

48% in 2Q19

Non-GAAP

EPS

Growth2

2Q20:

+26% Y-o-Y

Capital Returned to Shareholders

$110 million in 2Q20, including $30 million in share repurchases

¹Please refer to slide 14 for a reconciliation of organic revenue growth.

2The non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.

2

2Q20 NON-GAAP SUMMARY(1)

(US$ millions, except per share)	2Q20	2Q19	%
Revenue from non-trading segments(2)	$423	$396	7%
Market Services Net Revenue(3)	$276	$227	22%
Net Revenues(3)	$699	$623	12%
Operating Expenses	$327	$322	2%
Operating Income	$372	$301	24%
Operating Margin	53%	48%	-
Net Income	$256	$203	26%
Diluted EPS	$1.54	$1.22	26%
Diluted Shares Outstanding	166.1	167.0	(1)%

• 2Q20 net revenues(3) totaled $699 million.
• • Revenues from non-trading segments(2) increased 7%, or $27 million y-o-y, with increases in Information Services, Market Technology and Corporate Services.
  • Net revenues(3) from Market Services increased 22%, or $49 million y-o-y.

1. The non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.
2. Represents revenues from our Corporate Services, Information Services and Market Technology segments.
3. Represents revenues less transaction-based expenses.

3

ORGANIC REVENUE AND OUTLOOK

				NASDAQ YEAR-OVER-YEAR REVENUE GROWTH EXCLUDING ACQUISITIONS AND DIVESTITURES, CONSTANT CURRENCY(1)
							22%	22%
																										9%	8%
																	6%
							8%														9%
	8%			6%				6%																							Non-Trading Segments (IS, CS, MT)
																				4%	4%										Market Services
		4%													3%
																							(1)%
																				(2)%
																										(3)%
						(8)%
	3Q19	4Q19	1Q20	2Q20				2015	2016	2017	2018	2019
										NASDAQ MEDIUM-TERM(3-5 YR) ORGANIC REVENUE GROWTH OUTLOOK
	Information Services			Market Technology				Corporate Services			Non-Trading Segments
										(IS, CS, MT)
				5% - 7%					8% - 11%											3% - 5%				5% - 7%

1. Please refer to slides 14 and 21-22 for a reconciliation of organic revenue growth.

4

INFORMATION SERVICES

IS 2Q20			Information Services Performance Summary
Net Revenue
Contribution
	2Q20		2Q19	% ∆
							● 1% increase in Market Data revenues: Primarily due to
		Net Revenue	$213M		$194M	10%	organic growth in U.S. proprietary products from new sales,
							including continued expansion geographically, partially offset by
30%							lower shared tape plan revenue.
							● 24% increase in Index revenues: Primarily driven by higher
		Operating Income	$132M		$122M	8%	licensing revenue from higher average assets under
							management in exchange traded products linked to Nasdaq
							indexes, higher licensing revenue from futures trading linked to
							the Nasdaq 100 Index and higher index data revenues.
		Operating Income	62%		63%		● 13% increase in Investment Data & Analytics revenues:
		Margin					Primarily due to the acquisition of Solovis and growth in
							eVestment.

Operating Income Margin (1)

INFORMATION SERVICES NET REVENUES

100%					250
									$193	$194	$198	$194	$211	$213
80%					200	$175	$179	$187	$41	$44
64%		64%
63%	61%	62%		$36	$39	$39	$40	$41
60%				millions)		$50	$52			Index
				$54	$54	$55		$57
					150								$73	$68	Market Data
											$56
40%				(US$	100										Investment Data & Analytics
20%					50	$98	$95	$97	$100	$100	$102	$96	$97	$101
0%					0
2Q19	3Q19	4Q19	1Q20	2Q20
	2Q18	3Q18	4Q18	1Q19	2Q19	3Q19	4Q19	1Q20	2Q20

1. Information Services' margins reflect the allocation Information Services.

5

MARKET TECHNOLOGY

MT 2Q20			Market Technology Performance Summary
Net Revenue
	2Q20		2Q19	% ∆
Contribution
		Net Revenue	$84M		$79M	6%
12%			● 6% growth in Market Technology revenues: Primarily due
							to higher SaaS surveillance revenues.
		Operating Income	$15M		$8M	88%	● $38 million new order intake and $268 million in annualized
							recurring revenue, or ARR, in 2Q20, the latter an increase
							of 9% from the prior year period.
		Operating Income	18%		10%
		Margin

Operating Income Margin

100%

MARKET TECHNOLOGY NET REVENUES

80%

60%

40%

24%

18%18%

20%

10%

10%

0%

2Q19 3Q19 4Q19 1Q20 2Q20

	100
	80							$98
					$79	$84		$81	$84
				$76	$77
millions)	60		$68
$66
(US$	40
	20
	0	2Q18	3Q18	4Q18	1Q19	2Q19	3Q19	4Q19	1Q20	2Q20

6

CORPORATE SERVICES

CS 2Q20
		Corporate Services Performance Summary
Net Revenue
Contribution
	2Q20	2Q19	% ∆
						● Unchanged Listing Services revenues: Higher U.S. Listing
18%		Net Revenue	$126M	$123M	2%	revenues were offset by lower event-related revenues at
						the Nasdaq MarketSite and lower Nasdaq Private Market
						program activity, both mainly due to the business impact
						of COVID-19.
		Operating Income	$49M	$44M	11%	● 6% increase Corporate Solutions revenues: Reflecting an
						increase in IR intelligence revenues and governance
		Operating Income				solutions revenues.
		39%	36%		● 55 new U.S. listings including 42 IPOs in 2Q20, and a 67%
		Margin				U.S. IPO win rate. European new listings totaled 13.

Operating Income Margin

100%

80%

60%
40%	36%	36%	35%	35%	39%

20%

0%

2Q19 3Q19 4Q19 1Q20 2Q20

					CORPORATE SERVICES NET REVENUES
	150							$129
	125	$120	$121	$123	$121	$123	$124	$128	$126
millions)	100	$48	$49	$49	$50	$49	$50	$52	$53	$52
75									Listing Services
(US$										Corporate Solutions
50
							$77
	25	$72	$72	$74	$71	$74	$74	$75	$74
	0
		2Q18	3Q18	4Q18	1Q19	2Q19	3Q19	4Q19	1Q20	2Q20

7

MARKET SERVICES

MS 2Q20			Market Services Performance Summary
Net Revenue		2Q20	2Q19	% ∆
Contribution
				● 15% increase in Equity Derivative Trading and Clearing revenues:
		Net Revenue	$276M	$227M	22%	Primary reflects higher U.S. industry trading volumes, partially
						offset by lower overall U.S. equity option market share and a
40%						lower U.S. net capture rate.
					● 61% increase in Cash Equity Trading revenues: Primarily reflects
		Operating Income	$176M	$127M	39%	higher U.S. and European industry trading volumes and a higher
		U.S capture rate, partially offset by lower overall U.S. matched
						market share.
						● 13% decrease in Fixed Income and Commodities Trading and
						Clearing revenues: Reflecting lower U.S. fixed income volumes
		Operating Income	64%	56%		and the sale of the core assets of our NFX business in 2019,
		Margin		partially offset by higher European products revenues.
						● Unchanged Trade Management Services revenues.

Operating Income Margin

100%
80%			63%	64%
	56%	57%
60%	55%

40%

20%

0%

2Q19 3Q19 4Q19 1Q20 2Q20

						MARKET SERVICES NET REVENUES
	300								$281	$276
	250	$237		$249	$233				$17	$14
	$222	$227	$226	$225
		$21	$19	$19		$83
	200	$19		$16	$16	$15	$94
millions)		$82
$72		$72
150	$68	$72	$75	$73				Cash Equity Trading
						Trade Management Services
(US$									$98	$106		Equity Derivatives Trading & Clearing
100	$71	$63	$76	$69	$66	$63	$65				FICC(1)
	50	$73	$72	$72	$73	$73	$72	$72	$72	$73
	0	2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20	(1)	Fixed Income and Commodities
		Trading and Clearing

8

NON-GAAP OPERATING EXPENSES1

(US$ millions)

Total Non-GAAP operating expenses	2Q20	1Q20	2Q19
Compensation and benefits (2)	188	195	169
Professional and contract services (2)	31	27	33
Computer operations and data communications (2)	36	35	33
Occupancy (2)	24	24	24
General, admin. & other (2)	14	16	23
Marketing and advertising	4	9	10
Depreciation and amortization (2)	23	23	22
Regulatory	7	7	8
Total non-GAAP operating expenses	327	336	322

1. The non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.
2. General, administrative and other expense and depreciation and amortization expense in all periods were adjusted from GAAP expense. Compensation and benefits and Computer operations and data communications were adjusted for 2Q20. Occupancy expense was adjusted for 2Q20 and 1Q20. Professional and contract services expense was adjusted for 2Q19.

9

2020 NON-GAAP EXPENSE AND TAX GUIDANCE1

Nasdaq Non-GAAP Operating Expense Guidance

Core Non-GAAP Operating Expenses

R&D Expenses

Total Non-GAAP

Operating Expenses

Non-GAAP Tax Rate

April 22, 2020 Guidance

July 22, 2020 Update

$1,230-$1,260 Million

$1,235-$1,255 Million

$90-$110 Million

$95-$105 Million

$1,320-$1,370 Million

$1,330-$1,360 Million

25.5% - 27.5%25.5% - 27.5%

1U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business.

10

DEBT OVERVIEW

Debt Key Highlights

• 2Q20 debt decreased by $626M vs. 1Q20 primarily due to net payment of $799M on the revolver and net payment of $349M of commercial paper, partially offset by net proceeds of $485M from issuance of 3.25% 30-year USD bond and a $37M increase in Euro bonds book values caused by a stronger Euro.
• 2Q20 Total debt to EBITDA decreased to 2.4x as compared to 3.0x in 1Q20.
• 2Q20 net interest expense was $25M, $3M lower than in 2Q19, primarily due to refinancings in the first quarter of 2020.

	$2.8B	Net Debt
(US$ millions)	6/30/2020	3/31/2020	Maturity Date
Commercial Paper	-	349	Various
Revolver (Libor + 117.5 bps) (2)	(2)	797	Apr 2022
1.75%	Euro Notes	670	658	May 2023
4.25%	Notes	498	497	Jun 2024
3.85%	Notes	497	497	Jun 2026
1.75%	Euro Notes	667	655	Mar 2029
0.875% Euro Notes	667	655	Feb 2030
3.25% Notes	485	-	Apr 2050
Total Debt Obligations	$3,482	$4,108
Less Cash and Cash Equivalents (3)	(711)	(1,015)
Net Debt	$2,771	$3,093

Leverage Ratios

Net Debt to EBITDA (1) = 1.9x

Total Debt to EBITDA (1) = 2.4x

Pro forma LTM EBITDA (1) = $1,444M

1. The non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation. Pro forma LTM EBITDA of $1,444M includes ($8M) related to pre-acquisition EBITDA of Solovis.
2. Includes debt issuance costs of $2M at Jun 30, 2020 and $2M at Mar 31, 2020.
3. Excludes $30M of restricted cash in 2Q20 and $29M in 1Q20.

(US$ millions)

Well Laddered Debt Maturities

800

700

600

500

400

300

200

100

0

2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 ... 2050

11

APPENDIX

HISTORICAL CASH FLOW/ USES OF CASH FLOW

Free Cash Flow Calculation	2017	2018	2019	2020 YTD	2017-2020 YTD
(US$ millions)
Cash flow from operations	$909	$1,028	$963	$821	$3,721
Capital expenditure	(144)	(111)	(127)	(68)	(450)
Free cash flow	765	917	836	753	3,271
Section 31 fees, net (1)	(9)	9	(14)	(139)	(153)
Free cash flow ex. Section 31 fees	$756	$926	$822	$614	$3,118
Uses of cash flow
Share repurchases	$203	$394	$200	$152	$949
Net repayment/(borrowing) of debt	(411)	320	430	(31)	308
Acquisitions, net of dispositions and other	776	(380)	63	157	616
Dividends paid	243	280	305	158	986
Total uses of cash flow	$811	$614	$998	$436	$2,859

1. Net of change in Section 31 fees receivables of $11 million in 2017; $(10) million in 2018; $9 million in 2019; $47 million in 2020 YTD; and $57 million in 2017-2020 YTD.

13

TOTAL VARIANCE NET IMPACTS: 2Q20

			Total Variance	Organic Impact	Net Acquisition	FX Impact (Prior Year
			Impact2		Rates)
All figures in US$ Millions	2Q20	2Q19	$M	%	$M	%	$M		%	$M		%
actual	actual
Market Services	$276	$227	$49	22 %	$50	22 %	$-		- %	($1)		- %
Corporate Services	126	123	3	2 %	4	3 %	-		- %	(1)		(1)%
Information Services	213	194	19	10 %	17	9 %	3		2 %	(1)		(1)%
Market Technology	84	79	5	6 %	4	5 %	-		- %	1		1 %
Total Non-trading Segment Revenue1	423	396	27	7 %	25	6 %	3		1 %	(1)		- %
Total Revenue less transaction	699	623	76	12 %	75	12 %	3		- %	(2)		- %
expenses
Non-GAAP Operating Expenses3	327	322	5	2 %	-	- %	7		2 %	(2)		- %
Non-GAAP Operating Income3	372	301	71	24 %	75	25 %	(4)		(1)%	-		- %
Non-GAAP Operating Margin3	53 %	48 %	-	-	-	-	-		-	-		-

1. Represents our Corporate Services, Information Services and Market Technology segments.
2. Reflects the impact of the Center for Board Excellence and Solovis acquisitions.
3. The non-GAAP reconciliations may be found at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.

14

EQUITY DERIVATIVE TRADING AND CLEARING

	$105						European options and futures
	$90									$75
($Ms)	$75			$72
$60
Revenues
$30
	$45			63						66
	$15
	$0			9						9
			2Q19		3Q19
Net Revenues (US$ in Millions)		2Q19
U.S. equity options							63
European options and futures							9
Equity Derivatives							72
Nasdaq Volumes
U.S. equity options (millions of contracts)		420
European options and futures (millions of contracts)		22.7
Revenue Capture
U.S. equity options (RPC)						$	0.15	$
European options and futures (RPC)	$	0.40	$
				SEK/US$ average	$	0.106	$
				Euro/US$ average	$	1.124	$

U.S. equity options

$94

$83

$73

			83						76
63
10					11
									7
4Q19					1Q20						2Q20
3Q19			4Q19		1Q20		2Q20
66			63		83		76
9			10		11		7
75			73		94		83
434			434		568		612
21.8			24.8		28.8		17.6
0.15	$	0.14	$	0.15	$	0.12
0.39	$	0.40	$	0.39	$	0.44
0.104	$	0.104	$	0.103	$	0.103
1.111	$	1.107	$	1.102	$	1.101

15

CASH EQUITY TRADING

Revenues ($Ms)

$120

$100

$80

$60

$40

$20

$0

					European cash equities		U.S. cash equities			Other
														$98		$106
$66			$63		$65				64				74
	41					38				40
														31				29
	23					23				23
	2Q19			3Q19			4Q19	1Q20			2Q20

	2Q19		3Q19		4Q19			1Q20		2Q20
Net Revenues (US$ in Millions)
U.S. cash equities		41		38		40		64		74
European cash equities		23		23		23		31		29
Other		2		2		2		3		3
Cash Equity Trading		66		63		65		98		106
Nasdaq Volumes
U.S. cash equities (billions of shares)		87.7		90.2		79.5		126.8		142.7
European cash equities value shares traded ($B)		189		192		202		301.5		253
Revenue Capture
U.S. cash equities revenue capture per 1000 shares	$	0.46	$	0.42	$	0.50	$	0.50	$	0.52
European cash equities revenue capture per $1000 traded	$	0.12	$	0.12	$	0.11	$	0.10	$	0.11
SEK/US$ average	$	0.106	$	0.104	$	0.104	$	0.103	$	0.103
Euro/US$ average	$	1.124	$	1.111	$	1.107	$	1.102	$	1.101

16

FIXED INCOME AND COMMODITIES TRADING & CLEARING

Other fees and revenues

		$25
	($Ms)	$20					$16
				$16
	$15
	Revenues
	$10			9		8
	$5					6
			5
							2
		$0			2
				2Q19	3Q19
Net Revenues (US$ in Millions)
Fixed income products
Energy and carbon products
Other fees and revenues
Fixed Income and Commodities Trading and Clearing
Nasdaq Volumes
U.S. Fixed income trading volume (billions of $ notional)
European Fixed income products (millions of contracts)
Energy trading and clearing (TWh)
Revenue Capture
European Fixed Income (RPC)				$
Energy trading and clearing ($1000 per TWh traded and cleared)	$
						SEK/US$ average	$
						Euro/US$ average	$

Energy and carbon products

Fixed income products

$15	$17
$14

				6				7
										6
								8
				7							5
												3
				2				2
				4Q19		1Q20			2Q20
2Q19		3Q19		4Q19		1Q20		2Q20
9		8		6		7		6
5		6		7		8		5
2		2		2		2		3
16		16		15		17		14
2,921		3,033		1,796		2,067		1,246
7.5		6.9		6.5		7.3		7.1
254.4		290.2		341		451		279
0.51	$	0.52	$	0.52	$	0.65	$	0.59
19.3	$	19.4	$	19.0	$	17.5	$	17.5
0.106	$	0.104	$	0.104	$	0.103	$	0.103
1.124	$	1.111	$	1.107	$	1.102	$	1.101

17

INDEX

		Period-End AUM in Licensed ETPs ($B)		Period-End # of Licensed ETPs

	300				272	500
AUM in licensed ETPs ($Bs)	250		233			400	Products Licensed of #
203	207		206
200
341	325	332	325	323	300
150
100					200
50					100
	0					0
	2Q19	3Q19	4Q19	1Q20	2Q20
		2Q19	3Q19	4Q19	1Q20	2Q20

Period-End # of Licensed ETPs	341	325	332	325	323
Period-End AUM in Licensed ETPs ($B)	203	207	233	206	272
Index Revenues ($M)	55	56	57	73	68

18

MARKET TECHNOLOGY

300

Annualized Recurring Revenue		New Order Intake	Annualized Recurring Revenue1 (ARR)
			300

Annualized Recurring Revenue ($Ms)

250

200

150

100

50

0

247 255 260 257 268

204

						80
46	62
						38
2Q19	3Q19	4Q19	1Q20	2Q20

250 • ARR is the total annualized revenue of active software support and SaaS subscription revenues.

200	New	• ARR represented 80% of Market Technology annualized
	Order	revenues in 2Q20.
150
Intake	• The company believes ARR is a key performance metric
	to assess the trajectory of the business as it captures the
100	($M)	growth in SaaS revenues.

• ARR increased 9% in 2Q20 versus the prior year period.

50

0

	2Q19		3Q19		4Q19	1Q20	2Q20
New Order Intake ($M)		46		62	204	80	38
Annualized Recurring Revenue1 ($M)		247		255	260	257	268
Net Revenue ($M)		79		84	98	81	84

1Annualized Recurring Revenue (ARR) for a given quarter is the annualized revenue of active Market Technology support and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the health and trajectory of our business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

19

SUPPLEMENTAL INFORMATION

Additional non-GAAP reconciliations may be found at ir.nasdaq.com/Income- Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.

NON-TRADING SEGMENTS ORGANIC REVENUE GROWTH

Non-Trading Segments			Total Variance	Organic Impact	Other Impact (1)
All figures in US$ Millions	Current	Prior-year	$	%	$	%	$	%
Period	Period
2Q20²	$423	$396	27	7 %	25	6 %	2	1 %
1Q20²	420	391	29	7 %	30	8 %	(1)	- %
4Q19²	421	386	35	9 %	22	6 %	13	3 %
3Q19²	406	368	38	10 %	29	8 %	9	2 %
2019²	$1,613	$1,471	142	10 %	112	8 %	30	2 %
2018²	1,471	1,294	177	14 %	115	9 %	62	5 %
2017	1,530	1,449	81	6 %	59	4 %	22	2 %
2016	1,449	1,319	130	10 %	53	4 %	77	6 %
2015	1,319	1,271	48	4 %	70	6 %	(22)	(2)%

1. Other impact includes acquisitions, divestitures, and changes in FX rates.
2. Revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019, and the Public Relations Solutions and Digital Media Services businesses, which were sold in mid-April 2018, are included in Other Revenues for these periods and therefore not reflected above.

21

MARKET SERVICES ORGANIC REVENUE GROWTH

Market Services Segment			Total Variance		Organic Impact	Other Impact (1)
All figures in US$ Millions	Current	Prior-year	$		%		$	%	$	%
Period	Period
2Q20	$276	$227		49		22 %	50	22 %	(1)	- %
1Q20	281	233		48		21 %	51	22 %	(3)	(1)%
4Q19	225	249		(24)		(10)%	(21)	(8)%	(3)	(1)%
3Q19	226	222		4		2 %	8	4 %	(4)	(2)%
2019	$912	$958		(46)		(5)%	(29)	(3)%	(17)	(2)%
2018	958	881		77		9 %	75	9 %	2	- %
2017	881	827		54		7 %	(7)	(1)%	61	7 %
2016	827	771		56		7 %	(13)	(2)%	69	9 %
2015	771	796		(25)		(3)%	23	3 %	(48)	(6)%

1. Other impact includes acquisitions, divestitures, and changes in FX rates.

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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, and non-GAAP operating expenses, 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 non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income and non-GAAP operating expenses 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.

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 release 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.

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DISCLAIMERS

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, trading volumes, products and services, ability to transition to new business models, order backlog, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions and other strategic, restructuring, technology, 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 (v) the potential impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business partners, and (vi) 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, 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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