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3Q 2015 Earnings Presentation - October 2015

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Presentation Slides

1) 3Q15 EARNINGS PRESENTATION October 22, 2015

2) DISCLAIMERS Non-GAAP Information In addition to disclosing results determined in accordance with GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, net income attributable to Nasdaq, diluted earnings per share, operating income, and operating expenses, that make certain adjustments or exclude certain charges and gains that are described in the reconciliation tables of GAAP to non-GAAP information provided in the appendix to this presentation. Management believes that this non-GAAP information provides investors with additional information to assess Nasdaq's operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP information, along with GAAP information, in evaluating its historical operating performance. The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP. 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 about our future financial results, growth, trading volumes, products and services, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain strategic, restructuring, technology, de-leveraging and capital return 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, 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 We intend to use our website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations. These disclosures will be included on our website under “Investor Relations.” 2

3) 3Q15 NON-GAAP SUMMARY(¹) â–¶ (US$ millions, except per share) 3Q15 3Q14 %Δ % Δ ex. FX(4) â–¶ Revenue from non-trading segments(2) $329 $308 7% Market Services Net Revenue(3) $200 $189 6% $529 $497 6% 11% Operating Expenses $276 $267 3% 9% $253 $230 10% 13% Excluding the impact of currency: 12% Net Revenue(3) 3Q15 net revenues were $529 million, +6% y-o-y. Excluding a $23 million y-o-y negative impact of currency, net revenues rose 11%.(4) 11% â–¶ â–¶ Operating Income â–¶ â–¶ Diluted EPS 1. 2. 3. 4. $0.88 $0.78 13% 17% See appendix for non-GAAP reconciliations Information Services, Technology Solutions, and Listing Services Represents revenues less transaction-based expenses Please refer to slide 15 for more information on the impact of changes in foreign exchange rates 3 Revenue from non-trading segments increased 11%, or $33 million y-o-y, with increases in Listings Services, Information Services, and Technology Solutions. Revenue from Market Services rose 12%, or $22 million y-o-y, on higher Cash Equity and Equity Derivatives Revenues partially offset by lower FICC revenues. Subscription and recurring revenue businesses constituted 73% of total revenues in 3Q15, down from 74% in 3Q14. 3Q15 diluted EPS of $0.88 reflected organic EPS growth of +$0.10, +$0.02 due to acquisitions, +$0.01 due to higher other income, and +$0.01 due to lower diluted share count, partially offset by ($0.03) impact of changes in foreign exchange rates and ($0.01) due to higher tax rate as compared to 3Q14’s diluted EPS of $0.78.

4) ORGANIC REVENUE GROWTH AND OUTLOOK NASDAQ REVENUE GROWTH EXCLUDING ACQUISITIONS, CONSTANT CURRENCY 14% 12% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% 12% 4% 3% 0% 4% 5% 3% 2% 5% 4% Non-Transactional Segments (IS, TS, LS) 4% 2% Market Services -2% 3Q14 3% 8% -3% 4Q14 1Q15 -3% 2Q15 3Q15 -6% 2012 2013 2014 2015YTD NASDAQ MEDIUM-TERM (3-5 YR) ORGANIC REVENUE GROWTH OUTLOOK U.S. GDP1 S&P 500 Revenue Consensus2 Information Services Technology Solutions Listing Services Non-Transactional Segments (IS, TS, LS) 2% - 3% 4% - 5% Mid Single Digits Mid Single Digits Low Single Digits Mid-Single Digits 1. 2. Company estimate. FactSet consensus est. 2015-2017 revenue growth, as of 10/14/2015 4

5) INFORMATION SERVICES IS 3Q15 Net Revenue Contribution Information Services Performance Summary 3Q15 %∆ %∆ Ex. FX Net Revenue $132M $114M 16% 18% Operating Profit $96M $84M 14% 17% Operating Margin 25% 3Q14 73% 74% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 32% growth in Index Licensing & Services: Driven by the inclusion of revenue associated with the DWA acquisition. INFORMATION SERVICES NET REVENUE 140 120 (US$ millions) 100 $117 $18 $123 $107 $123 $23 $22 $100 $101 $20 $114 $113 $22 $22 $125 $128 $132 $25 $29 $29 $100 $99 $103 80 60 40 $87 $92 $91 Total 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 0 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Information Services’ operating margins reflect the allocation of certain joint costs that support the operation of various aspects of Nasdaq’s business, including Market Services and Information Services, to business units other than Information Services. 5 Index Licensing & Services Data Products $99 20 1Q14 1. 12% increase in Data Products revenue: Increased revenue from both proprietary and consolidated tape plans, higher audit collections, as well as the inclusion of revenue associated with the DWA acquisition were partially offset by the impact of foreign exchange. • Operating Margin(1) • 1Q15 2Q15 3Q15

6) TECHNOLOGY SOLUTIONS TS 3Q15 Net Revenue Contribution Technology Solutions Performance Summary 3Q15 %∆ %∆ Ex. FX Net Revenue $131M $135M (3%) 1% Operating Profit $19M $23M (17%) (22%) Operating Margin 25% 3Q14 15% 17% Operating Margin 4% decline in Corporate Solutions: Due primarily to the impact of foreign exchange, and to a lesser extent, revenue declines in IR and PR products. • 2% decline in Market Technology: Driven by the impact of FX and declines in software licensing and support revenue, partially offset by organic growth in SMARTS surveillance products and TradeGuard. TECHNOLOGY SOLUTIONS NET REVENUE 20% 18% 160 16% 12% 10% 100 $137 120 (US$ millions) 14% 140 8% 6% 4% 2% 0% 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 1Q14 6 • $78 $151 $83 $140 $143 $82 $80 $135 $75 $142 $78 80 $130 $75 $135 $76 $131 $72 Market Technology 60 40 20 Corporate Solutions $59 $68 $58 $63 $60 $64 $55 $59 $59 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 0 Total

7) LISTING SERVICES Listing Services Performance Summary LS 3Q15 Net Revenue Contribution 3Q15 %∆ %∆ Ex. FX Net Revenue $66M $59M 12% 17% Operating Profit 12% 3Q14 $29M $25M 16% 24% • 12% increase in Listing revenue: Due to both pricing changes and an increased issuer base, partially offset by foreign exchange impact. • • 35 NASDAQ U.S. IPO wins in 3Q15 (from 41 in 3Q14). U.S. IPO win rate was 80% for 3Q15 and 72% YTD, vs. 61% for FY2014. European new listings totaled 9 in 3Q15. NASDAQ Private Market grew its user base of companies to over 120, including recent additions of Legal Zoom, Mixpanel and Farfetch. • • Operating Margin 44% 42% Operating Margin LISTING SERVICES NET REVENUE 100% 90% 70 80% 70% 60 60% $57 $58 $58 $60 $59 $61 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 $64 $66 $66 1Q15 2Q15 3Q15 50 (US$ millions) 50% 40% 30% 20% 10% 40 30 20 10 0% 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 1Q14 7 0

8) MARKET SERVICES Market Services Performance Summary MS 3Q15 Net Revenue Contribution 3Q15 %∆ Ex. FX %∆ 3Q14 • Net Revenue $200M $189M 6% 12% • 38% Operating Profit $109M $98M 11% 15% • Operating Margin 55% 52% • Operating Margin 2% increase in Equity Derivative Trading and Clearing: The increase was due to higher U.S. average capture and industry volumes, partially offset by foreign exchange impact and decline in U.S. market share. 31% increase in Cash Equity Trading: The increase resulted from higher average capture and higher volumes in both U.S. and European equity trading, partially offset by lower market shares and foreign exchange impact. 23% decrease in FICC Trading and Clearing: FICC revenue declined due to volume declines in U.S. fixed income products, scheduled termination of an eSpeed technology licensing customer, and foreign exchange impact, partially offset by higher European fixed income revenues. 2% increase in Access & Broker Services: Access services saw organic growth partially offset by foreign exchange impact. MARKET SERVICES NET REVENUE 100% 90% 80% 70% 200 60% $195 $36 (US$ millions) 50% 40% 30% 20% 10% 150 100 $53 $46 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 1Q14 8 $208 $36 $35 $54 $56 $50 $50 $57 $56 $197 $31 $189 $30 $50 $51 $201 $29 $188 $189 $24 $24 $53 $46 $44 $59 $59 $62 $200 FICC Trading & Clearing $23 $51 $67 Equity Derivatives Trading & Clearing Cash Equity Trading Access/Broker Srvcs 50 0% $204 $60 $64 3Q13 4Q13 $60 $60 $58 $60 $59 $59 $59 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 0 Total

9) NON-GAAP OPERATING EXPENSES (US$ millions) Total Non-GAAP operating expenses Compensation and benefits 3Q15 2Q15 3Q15 EXPENSE CATEGORIES 3Q14 150 144 136 6 6 5 Depreciation and amortization 19 19 17 Professional and contract services 33 42 37 Computer operations and data communications 23 23 22 Occupancy 22 21 26 Regulatory 7 7 7 16 19 17 $276 $281 $267 Marketing and advertising General, admin. & other Total non-GAAP operating expenses 3Q15 non-GAAP operating exp. @ 2Q15 currency rates 3Q15 non-GAAP operating exp. @ 3Q14 currency rates 9 $277 $292 3% 6% 8% 8% 54% 12% 7% 2% Compensation Depreciation Computer Ops Regulatory Marketing Professional Services Occupancy G&A

10) 2015 NON-GAAP EXPENSE GUIDANCE (1) (US$ millions) Unchanged 2015 Guidance(1) Core Non-GAAP Operating Expenses Research & Development 10 $30-$40 Total Non-GAAP Operating Expenses 1. $1,055-$1,070 $1,085-$1,110 The guidance does not reflect the impact of any restructuring or integration charges, and excludes amortization of acquired intangibles.

11) DEBT OBLIGATIONS 3Q15 total debt increased by $154M vs. 2Q15 primarily due to a $150M revolver draw, a $3M increase in Euro bond book value (caused by stronger Euro) and a $1 million increase due to amortization of debt issuance costs â–¶ Manageable debt maturities, with largest maturity in 2021 â–¶ Net interest expense for 3Q15 was $27M, a decrease of $1M as compared to $28M in 3Q14, primarily due to impact of foreign exchange â–¶ 9/30/15 ($ millions)2 Maturity Date Revolver (Libor +137.5 bps) 310 11/25/19 5.25% Bond 368 01/16/18 5.55% Bond 597 01/15/20 3.88% Euro Bond 665 06/07/21 4.25% Bond 495 06/01/24 $ 2,435 Total Debt Obligations Less Cash and Cash Equivalents (290) $2,145 Net Debt DEBT MATURITIES 800 Total Debt to EBITDA 1 = 2.3x 700 LTM EBITDA 1 = $1,041 million (US$ Millions) Net Debt to EBITDA 1 = 2.1x 600 500 400 300 200 100 2015 1. 2. 2016 2017 2018 2019 2020 2021 2022 See Appendix for EBITDA reconciliation. Pro forma leverage ratios have been calculated for Q3’15 to reflect the acquisition of Dorsey, Wright & Associates, LLC The debt obligations have been reduced for debt issuance costs per early adoption of FASB guidance ASU 2015-03 by Nasdaq. 11 2023 2024

12) HISTORICAL CASH FLOW / USES OF CASH FLOW Free Cash Flow Calculation (US$ millions) 2009 2010 2011 2012 2013 2014 2015YTD 2009 – 2015YTD Cash flow from operations $582 $440 $669 $588 $574 $687 $472 $4,012 Capital expenditure (59) (42) (88) (87) (115) (140) (91) (622) Free cash flow 523 398 581 501 459 547 381 3,390 Section 31 fees (net) * (62) 46 (22) 13 8 (28) 84 39 Free cash flow ex. Section 31 fees 461 444 559 514 467 519 465 3,429 - 797 100 275 10 178 310 1,670 340 (193) 248 145 (606) 235 (190) (21) (46) 189 26 112 1,164 - 256 1,701 - - - 65 87 98 108 358 294 793 374 597 655 511 484 3,708 Uses of cash flow Share repurchases Net repayment/(borrowing) of debt Acquisitions (less dispositions) Dividends Total uses of cash flow * Net of change in Section 31 fees receivables of $26 million in 2009; ($9 million) in 2010; $2 million in 2011; $4 million in 2012; ($7 million) in 2013; $14 million in 2014; ($15 million) in 2015 YTD and $15 million in 2009-2015 YTD. 12

13) APPENDIX

14) SUMMARY NON-GAAP P&L REVIEW 3Q15 3Q14 $ chg. % chg. % chg. ex. FX Net Revenue $529 $497 32 6% 11% Non-GAAP Operating Expenses 276 267 9 3% 9% Non-GAAP Operating Income 253 230 23 10% 13% 48% 46% Net Interest Expense 27 28 (1) (4%) Non-GAAP Net Income 151 136 15 11% 14% Non-GAAP diluted EPS $0.88 $0.78 $0.10 13% 17% Diluted Shares 171.5 173.2 (1.7) (1%) (US$ millions, except per share) Non–GAAP Operating Margin % 14

15) FOREIGN EXCHANGE NET IMPACTS Total Variance All figures in US$ Millions 3Q15 3Q14 $M Operational Impact % $M FX Impact (Prior Year Rates) % $M % $200 $189 $11 6% $22 12% ($11) (6%) 66 59 7 12% 10 17% (3) (5%) Information Services 132 114 18 16% 21 18% (3) (3%) Technology Solutions 131 135 (4) (3%) 2 1% (6) (4%) Total Net Revenue $529 $497 $32 6% $55 11% ($23) (5%) Non-GAAP Expenses $276 $267 $9 3% $25 9% ($16) (6%) Non-GAAP Operating Income $253 $230 $23 10% $30 13% ($7) (3%) Market Services Listing Services Total Variance 3Q15 2Q15 $M FX Impact (Prior Quarter Rates) Operational Impact % $M % $M % $200 $189 $11 6% $11 6% - - 66 66 - - - - - - Information Services 132 128 4 3% 4 3% - - Technology Solutions 131 135 (4) (3%) (4) (3%) - - Total Net Revenue $529 $518 $11 2% $11 2% - - Non-GAAP Expenses $276 $281 ($5) (2%) ($3) (1%) ($2) (1%) Non-GAAP Operating Income $253 $237 $16 7% $14 6% $2 1% Market Services Listing Services 15

16) EQUITY DERIVATIVE TRADING AND CLEARING U.S. equity options $56 11 3Q14 $44 35 12 11 41 34 10 10 3Q15 11 41 39 11 $51 $46 2Q15 39 2Q14 45 $53 $50 1Q15 $50 4Q14 $60 $55 $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 1Q14 Revenues (US$ millions) European options and futures FY14 1Q14 2Q14 3Q14 4Q14 FY15 2Q15 1Q15 3Q15 Revenues (US$ in Millions) U.S. equity options 45 39 39 41 35 34 41 European options and futures 11 11 11 12 11 10 10 Equity Derivatives 56 50 50 53 46 44 51 Volumes U.S. equity options (millions of contracts) 268 242 251 273 252 210 240 European options and futures (millions of contracts) 23.9 20.3 21.5 23.6 24.9 24.0 22.2 Revenue Capture U.S. equity options (RPC) $ 0.16 $ 0.16 $ 0.16 $ 0.15 $ 0.14 $ 0.16 $ 0.17 European options and futures (RPC) $ 0.46 $ 0.53 $ 0.51 $ 0.51 $ 0.44 $ 0.42 $ 0.45 SEK/US$ $ Euro/US$ $ 0.155 1.370 $ $ 0.152 1.372 $ $ 0.144 1.330 $ $ 0.135 1.249 $ $ 0.120 1.130 $ $ 0.119 1.110 $ $ 0.118 1.110 16 Note: numbers may vary slightly due to rounding

17) CASH EQUITY TRADING 37 37 41 22 22 21 21 3Q15 20 46 2Q15 23 31 1Q15 $51 33 25 $59 4Q14 32 $67 $62 $59 $56 2Q14 $57 U.S. cash equities 3Q14 $75 $70 $65 $60 $55 $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 1Q14 Revenues (US$ millions) European cash equities FY14 1Q14 2Q14 3Q14 4Q14 2015 2Q15 1Q15 3Q15 Revenues (US$ in Millions) U.S. cash equities 32 33 31 37 37 41 46 European cash equities 25 23 20 22 22 21 21 Cash Equity Trading 57 56 51 59 59 62 67 U.S. cash equities (billions of shares) 87.2 77.0 71.1 90.8 83.1 74.3 88.2 European cash equities value shares traded ($B) 255 210 184 209 234 219 204 Volumes Revenue Capture U.S. cash equities revenue capture per 1000 shares $ 0.38 $ 0.43 $ 0.43 $ 0.40 $ 0.44 $ 0.55 $ 0.52 European cash equities revenue capture per $'000 traded $ 0.10 $ 0.11 $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.10 SEK/US$ $ Euro/US$ $ 0.155 1.370 $ $ 0.152 1.372 $ $ 0.144 1.330 $ $ 0.135 1.249 $ $ 0.120 1.130 $ $ 0.119 1.110 $ $ 0.118 1.110 17 Note: numbers may vary slightly due to rounding

18) FICC TRADING AND CLEARING Other fees and revenues $40 Energy and carbon products $35 $30 $30 $29 $24 16 $20 15 12 12 2Q14 3Q14 15 $23 13 12 8 9 9 15 $15 $10 $24 13 17 $25 2Q15 $31 1Q15 $35 Revenues (US$ millions) Fixed income products 11 $5 FY14 1Q14 2Q14 3Q14 4Q14 3Q15 4Q14 1Q14 $0 FY15 2Q15 1Q15 3Q15 Revenues (US$ in Millions) Fixed income products 17 16 15 15 13 13 12 Energy and carbon products 15 12 12 11 8 9 9 3 3 3 3 3 2 2 35 31 30 29 24 24 23 Other fees and revenues Fixed Income, Currency and Commodities Trading and Clearing Volumes U.S. Fixed income trading volume (billions of $ notional) 9,946 9,582 9,439 8,627 8,365 8,281 7,397 European Fixed income products (millions of contracts) 7.3 6.2 5.1 6.1 6.7 6.3 7.7 Energy trading and clearing (TWh) 683 542 604 662 589 515 624 Revenue Capture European Fixed Income (RPC)(1) $ 0.70 $ 0.73 $ 0.79 $ 0.65 $ 0.51 $ 0.53 $ 0.54 Energy trading and clearing ($'000 per TWh) $ 21.96 $ 22.14 $ 19.87 $ 16.62 $ 13.58 $ 17.48 $ 14.42 SEK/US$ $ Euro/US$ $ 0.155 $ 1.370 $ 0.152 $ 1.372 $ 0.144 $ 1.330 $ 0.135 $ 1.249 $ 0.120 $ 1.130 $ 0.119 $ 1.110 $ 0.118 1.110 18 ¹Fixed Income revenue includes impact from NLX, which is excluded in the revenue capture calculation. Note: numbers may vary slightly due to rounding

19) INDEX LICENSING AND SERVICES Period-End AUM in Licensed ETPs ($B) Period-End # of Licensed ETPs 110 250 210 197 187 151 166 156 152 200 150 100 108 95 105 103 100 # of Licensed Products AUM in Licensed Products ($B) 105 99 90 94 96 96 2Q14 3Q14 50 85 1Q14 4Q14 1Q15 2Q15 3Q15 FY14 1Q14 2Q14 3Q14 4Q14 2015 2Q15 1Q15 3Q15 151 152 156 166 187 197 210 Period-End AUM in Licensed ETPs ($B) 94 96 96 99 105 108 103 Index Licensing & Servicing Revenues 23 22 22 22 25 29 29 Period-End # of Licensed ETPs 19

20) MARKET TECHNOLOGY Backlog New Order Intake 800 250 700 200 600 Backlog ($M) 150 400 300 675 728 716 658 738 707 637 100 New Order Intake ($M) 500 200 50 100 - 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 FY14 1Q14 New Order Intake 2Q14 3Q14 4Q14 2015 2Q15 1Q15 3Q15 66 32 28 194 40 31 83 Backlog 675 658 637 716 728 707 738 Revenue 58 63 60 64 55 59 59 20

21) NET INCOME AND DILUTED EARNINGS PER COMMON SHARE: RECONCILIATION OF GAAP TO NON-GAAP (US$ millions, except EPS) 3Q15 2Q15 3Q14 GAAP net income attributable to Nasdaq: $138 $133 $123 15 15 17 Restructuring charges (2) 8 2 - Merger and strategic initiatives (3) 4 3 5 (5) - - - - 1 Total Non-GAAP adjustments 22 20 23 Adjustment to the income tax provision to reflect non-GAAP adjustments (9) (10) (10) Total Non-GAAP Adjustments, net of tax 13 10 13 Non-GAAP net income attributable to Nasdaq: $151 $143 $136 GAAP diluted earnings per share: $0.80 $0.77 $0.71 0.08 0.06 0.07 $0.88 $0.83 $0.78 Amortization of acquired intangible assets (1) Insurance recovery (4) Other Total adjustments from non-GAAP net income above Non-GAAP diluted earnings per share Please refer to slide 24 for detailed footnotes 21

22) OPERATING INCOME: RECONCILIATION OF GAAP TO NON-GAAP (US$ millions) GAAP operating income: 3Q15 2Q15 3Q14 $231 $217 $207 15 15 17 8 2 - 4 3 5 (5) - - - - 1 22 20 23 Non-GAAP operating income $253 $237 $230 Total net revenues $529 $518 $497 Non-GAAP operating margin (5) 48% 46% 46% Non-GAAP adjustments: Amortization of acquired intangible assets (1) Restructuring charges (2) Merger and strategic initiatives (3) Insurance recovery (4) Other Total non-GAAP adjustments Please refer to slide 24 for detailed footnotes 22

23) OPERATING EXPENSES: RECONCILIATION OF GAAP TO NON-GAAP (US$ millions) GAAP operating expenses: 3Q15 2Q15 3Q14 $298 $301 $290 (15) (15) (17) (8) (2) - (4) (3) (5) 5 - - - - (1) (22) (20) (23) $276 $281 $267 Non-GAAP adjustments: Amortization of acquired intangible assets (1) Restructuring charges (2) Merger and strategic initiatives (3) Insurance recovery (4) Other Total non-GAAP adjustments Non-GAAP operating expenses Please refer to slide 24 for detailed footnotes 23

24) FOOTNOTES: RECONCILIATION OF GAAP TO NON-GAAP (1) Amortization expense related to intangible assets results primarily from business combinations. These non-cash expenses are fixed in connection with an acquisition, are then amortized over a number of years after the acquisition and generally cannot be changed or influenced by management after the acquisition. Management does not consider these expenses for the purpose of evaluating the performance of the business or its managers or when making decisions to allocate resources. Therefore, such expenses are shown as a non-GAAP adjustment. (2) During the first quarter of 2015, we performed a comprehensive review of our processes, businesses and systems in a company-wide effort to improve performance, cut costs, and reduce spending. In the first quarter of 2015, we also decided to change our company name from The NASDAQ OMX Group, Inc., to Nasdaq, Inc., which became effective in the third quarter of 2015. We currently estimate that we will recognize net pre-tax restructuring charges of $188 million, consisting of the rebranding of our trade name, severance, asset impairments, facility-related and other costs. We recognized restructuring charges of $8 million for the three months ended September 30, 2015, $2 million for the three months ended June 30, 2015 and $150 million for the three months ended March 31, 2015, with the remaining amount to be recognized through June 2016. The restructuring charge for the three months ended June 30, 2015 includes the reversal of a previously recorded sublease loss reserve of $10 million for space we lease in New York, New York located at 1500 Broadway. In June 2015, as part of our real estate reorganization plans, management decided to occupy this space. Restructuring charges are recorded on restructuring plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future adjustments to the restructuring liabilities. (3) For the three months ended September 30, 2015 and June 30, 2015, merger and strategic initiatives expense primarily related to certain strategic initiatives and our acquisition of Dorsey, Wright & Associates, LLC. For the three months ended September 30, 2014, merger and strategic initiatives expense primarily related to our acquisition of the TR Corporate businesses and other strategic initiatives. (4) In March 2015, we established a loss reserve of $31 million for litigation arising from the Facebook IPO in May 2012, which was recorded in general, administrative and other expense. The reserve is intended to cover the estimated amount of a settlement of class-action litigation initiated on behalf of investors in Facebook common stock on the date of its IPO. The reserve also covered the cost of re-opening Nasdaq’s voluntary accommodation program to allow any Nasdaq member that did not file for compensation in 2013 to submit a claim during the second quarter of 2015, subject to the conditions and limitations that were applicable to claims filed in 2013. The re-opened accommodation program is now closed. The insurance recovery recognized during the three months ended September 30, 2015 primarily represents amounts reimbursed by applicable insurance coverage. Nasdaq anticipates that some or all of remaining amounts paid from the loss reserve will be reimbursed by applicable insurance coverage. (5) Non-GAAP operating margin equals non-GAAP operating income divided by total revenues less transaction-based expenses. 24

25) EXPENSE DETAIL: RECONCILIATION OF GAAP TO NON-GAAP - PART 1 OF 2 3Q15 2Q15 3Q14 34 34 34 Adjustments (15) (15) (17) non-GAAP $19 $19 $17 8 2 - (8) (2) - - - - 4 3 5 (4) (3) (5) - - - (US$ millions) Depreciation and amortization GAAP Restructuring GAAP Adjustments non-GAAP Merger and strategic initiatives GAAP Adjustments non-GAAP Continued on next page 25

26) EXPENSE DETAIL: RECONCILIATION OF GAAP TO NON-GAAP - PART 2 OF 2 (US$ millions) 3Q15 2Q15 3Q14 11 19 18 5 - (1) $16 $19 $17 ($22) ($20) ($23) General, administrative and other GAAP Adjustments non-GAAP Total Adjustments (Part 1 + Part 2) 26

27) EBITDA: EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (US$ millions) TTM 3Q15 2Q15 1Q15 4Q14 Non-GAAP operating income $962 $253 $237 $235 $237 74 19 19 19 17 1 4 $255 $258 Plus: Depreciation and amortization of tangibles (NASDAQ) EBITDA of DWA* EBITDA pro forma for DWA acquisition 5 $1,041 $272 $256 * 1Q15 EBITDA of DWA contains January’15 EBITDA for Dorsey, Wright & Associates, LLC. TTM EBITDA of DWA contains October’14 to January’15 EBITDA. February’15 to March’15 DWA EBITDA is not included in EBITDA of DWA because it is included in non-GAAP operating income and Depreciation and Amortization of tangibles (NASDAQ). The sources of the pro forma information were LTM financials provided by Dorsey, Wright & Associates, LLC. 27