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 periods results by the prior periods 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 Nasdaqs 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 Nasdaqs
control. These factors include, but are not limited to, Nasdaqs 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. Additionally, with respect to Nasdaqs proposed acquisition of Adenza, these risks and uncertainties include Nasdaqs ability to secure regulatory approvals on the terms expected, in a timely manner
or at all, Nasdaqs ability to successfully integrate Adenzas operations, Nasdaqs ability to implement its plans, forecasts and other expectations with respect to Adenzas business after the completion of the transaction and
realize expected synergies, the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the
expected time period, the impact of Adenzas business model on Nasdaqs ability to forecast revenue results, disruption from the transaction making it more difficult to maintain business and operational relationships, risks related to
diverting managements attention from Nasdaqs ongoing business operations, the negative effects of the announcement or the consummation of the proposed transaction on the market price of Nasdaqs common stock or on Nasdaqs
operating results, significant transaction costs, unknown liabilities, the risk of litigation or regulatory actions related to the proposed transaction, future levels of Nasdaqs indebtedness, including additional indebtedness that will be
incurred in connection with the proposed transaction, and the effect of the announcement or pendency of the transaction on Adenzas business relationships, operating results, and business generally. Further
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