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About Non-GAAP Financial MeasuresOur non-GAAP financial measures are calculated by making the following adjustments to our GAAP financial measures: Revenue adjustments related to acquisitions. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating toacquired customer support contracts, which would have otherwise been recognized on a stand-alone basis. We believe that it is useful for investors to understand thetotal amount of revenue that we and the acquired company would have recognized on a stand-alone basis under GAAP, absent the accounting adjustment associatedwith the business acquisition. Our non-GAAP revenue also reflects certain adjustments from aligning an acquired company’s revenue recognition policies to ourpolicies. We believe that our non-GAAP revenue measure helps management and investors understand our revenue trends and serves as a useful measure of ongoingbusiness performance. Amortization of acquired technology and other acquired intangible assets. When we acquire an entity, we are required under GAAP to record the fair values of theintangible assets of the acquired entity and amortize those assets over their useful lives. We exclude the amortization of acquired intangible assets, including acquiredtechnology, from our non-GAAP financial measures because they are inconsistent in amount and frequency and are significantly impacted by the timing and size ofacquisitions. We also exclude these amounts to provide easier comparability of pre- and post-acquisition operating results. Stock-based compensation expenses. We exclude stock-based compensation expenses related to restricted stock awards, stock bonus programs, bonus shareprograms, and other stock-based awards from our non-GAAP financial measures. We evaluate our performance both with and without these measures because stockbased compensation is typically a non-cash expense and can vary significantly over time based on the timing, size and nature of awards granted, and is influenced inpart by certain factors which are generally beyond our control, such as the volatility of the price of our common stock. In addition, measurement of stock-basedcompensation is subject to varying valuation methodologies and subjective assumptions, and therefore we believe that excluding stock-based compensation from ournon-GAAP financial measures allows for meaningful comparisons of our current operating results to our historical operating results and to other companies in ourindustry. Unrealized gains and losses on certain derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on certain foreign currencyderivatives which are not designated as hedges under accounting guidance. We exclude unrealized gains and losses on foreign currency derivatives that serve aseconomic hedges against variability in the cash flows of recognized assets or liabilities, or of forecasted transactions. These contracts, if designated as hedges underaccounting guidance, would be considered “cash flow” hedges. These unrealized gains and losses are excluded from our non-GAAP financial measures because theyare non-cash transactions which are highly variable from period to period. Upon settlement of these foreign currency derivatives, any realized gain or loss is included inour non-GAAP financial measures.30

About Non-GAAP Financial Measures Amortization of convertible note discount. Our non-GAAP financial measures exclude the amortization of the imputed discount on our convertible notes. UnderGAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be bifurcated into separate liability (debt) and equity (conversionoption) components in a manner that reflects the issuer’s assumed non-convertible debt borrowing rate. For GAAP purposes, we are required to recognize imputedinterest expense on the difference between our assumed non-convertible debt borrowing rate and the coupon rate on our 400.0 million of 1.50% convertible notes. Thisdifference is excluded from our non-GAAP financial measures because we believe that this expense is based upon subjective assumptions and does not reflect the cashcost of our convertible debt. Losses and expenses on early retirements or modifications of debt. We exclude from our non-GAAP financial measures losses on early retirements of debtattributable to refinancing or repaying our debt, and expenses incurred to modify debt terms, because we believe they are not reflective of our ongoing operations. Acquisition Expenses, net. In connection with acquisition activity (including with respect to acquisitions that are not consummated), we incur expenses, including legal,accounting, and other professional fees, integration costs, changes in the fair value of contingent consideration obligations, and other costs. Integration costs mayconsist of information technology expenses as systems are integrated across the combined entity, consulting expenses, marketing expenses, and professional fees, aswell as non-cash charges to write-off or impair the value of redundant assets. We exclude these expenses from our non-GAAP financial measures because they areunpredictable, can vary based on the size and complexity of each transaction, and are unrelated to our continuing operations or to the continuing operations of theacquired businesses. Restructuring Expenses. We exclude restructuring expenses from our non-GAAP financial measures, which include employee termination costs, facility exit costs,certain professional fees, asset impairment charges, and other costs directly associated with resource realignments incurred in reaction to changing strategies orbusiness conditions. All of these costs can vary significantly in amount and frequency based on the nature of the actions as well as the changing needs of our businessand we believe that excluding them provides easier comparability of pre- and post-restructuring operating results. Impairment Charges and Other Adjustments. We exclude from our non-GAAP financial measures asset impairment charges (other than those associated withrestructuring or acquisition activity), rent expense for redundant facilities, gains or losses on sales of property, and certain professional fees unrelated to our ongoingoperations, all of which are unusual in nature and can vary significantly in amount and frequency.31

About Non-GAAP Financial Measures Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to VerintSystems Inc., and instead include a non-GAAP provision for income taxes, determined by applying a non-GAAP effective income tax rate to our income before provisionfor income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expectto pay in the reporting year. We adjust our non-GAAP effective income tax rate to exclude current-year tax payments or refunds associated with prior-year income taxreturns and related amendments which were significantly delayed as a result of our previous extended filing delay. Our GAAP effective income tax rate can varysignificantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity,changes in the projected realizability of deferred tax assets, and other unusual or period-specific events, all of which can vary in size and frequency. We believe that ournon-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. Our non-GAAP effectiveincome tax rates for the years ended January 31, 2018 and 2017 were 11.5% and 8.8%, respectively. We evaluate our non-GAAP effective income tax rate on anongoing basis and it can change from time to time. Our non-GAAP income tax rate can differ materially from our GAAP effective income tax rate.Adjusted EBITDAAdjusted EBITDA is a non-GAAP measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation expense, amortizationexpense, revenue adjustments related to acquisitions, restructuring expenses, acquisition expenses, and other expenses excluded from our non-GAAP financial measuresas described above. We believe that adjusted EBITDA is also commonly used by investors to evaluate operating performance between competitors because it helpsreduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies.Adjusted EBITDA is also used by credit rating agencies, lenders, and other parties to evaluate our creditworthiness.Net DebtNet Debt is a non-GAAP measure defined as the sum of long-term and short-term debt on our consolidated balance sheet, excluding unamortized discounts and issuancecosts, less the sum of cash and cash equivalents, restricted cash and bank time deposits, and short-term investments. We use this non-GAAP financial measure to helpevaluate our capital structure, financial leverage, and our ability to reduce debt and to fund investing and financing activities, and believe that it provides useful informationto investors.32

Financial OutlookOur non-GAAP outlook for the year ending January 31, 2019 excludes the following GAAP measures which we are able to quantify with reasonable certainty: Amortization of intangible assets of approximately 54 million. Amortization of discount on convertible notes of approximately 12 million.Our non-GAAP outlook for the year ending January 31, 2019 excludes the following GAAP measures for which we are able to provide a range of probable significance: Revenue adjustments related to completed acquisitions are expected to be between approximately 9 million and 10 million for the year ending January 31, 2019. Stock-based compensation is expected to be between approximately 62 million and 67 million for the year ending January 31, 2019, assuming market prices for ourcommon stock approximately consistent with current levels.Our non-GAAP outlook does not include the potential impact of any in-process business acquisitions that may close after the date hereof, and, unless otherwise specified,reflects foreign currency exchange rates approximately consistent with current rates.We are unable, without unreasonable efforts, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact offuture business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability anduncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results maynot be indicative of future results, actual amounts for the three months and year ended January 31, 2018 and 2017 for the GAAP measures excluded from our non-GAAPoutlook appear in the GAAP to Non-GAAP Reconciliation Tables contained in this presentation.33

GAAP to Non-GAAP Reconciliations( in millions)FYE January 31,Revenue ReconciliationGAAP revenueRevenue adjustments related to acquisitionsNon-GAAP revenueGross Profit ReconciliationGAAP gross profitGAAP gross m arginRevenue adjustments related to acquisitionsAmortization of acquired technologyStock-based compensation expensesAcquisition expensesRestructuring expensesNon-GAAP gross profitNon-GAAP gross m arginThree Months EndedYear EndedJanuary 31, 2017January 31, 2017 295.83.7299.5 179.660.7%3.79.43.00.4196.165.5% 1%Year EndedThree Months EndedApril 30, 2017 261.04.7265.7July 31, 2017 150.2 57.5%4.79.51.60.9166.9 62.8%274.83.4278.2October 31, 2017January 31, 2018 164.1 59.7%3.49.52.10.10.2179.4 64.5%280.73.1283.8 169.3 60.3%3.19.22.20.9184.7 65.1%January 31, 2018318.74.0322.7 204.864.3%4.010.02.60.3221.768.7% 65.4%Note: Amounts may not cross foot due to rounding.34

GAAP to Non-GAAP Reconciliations( in millions)FYE January 31,Operating Incom e (Loss) ReconciliationGAAP operating incom e (loss)As a percentage of GAAP revenueRevenue adjustments related to acquisitionsAmortization of acquired technologyAmortization of other acquired intangible assetsStock-based compensation expensesAcquisition expenses, netRestructuring expensesImpairment chargesOther adjustmentsNon-GAAP operating incom eAs a percentage of non-GAAP revenueOther Expense ReconciliationGAAP other expense, netUnrealized losses (gains) on derivatives, netAmortization of convertible note discountLosses and expenses on early retirement or modification of debtAcquisition expenses, netRestructuring expensesImpairment chargesNon-GAAP other expense, netThree Months EndedYear EndedJanuary 31, 2017January 31, 2017 19.46.6%3.79.411.119.94.83.50.672.424.2% (12.9)0.12.7(0.2)0.1(10.2) Year EndedThree Months EndedApril 30, 201717.41.6%10.637.344.165.612.915.71.0204.619.1% (40.8)0.510.7(0.1)0.22.4(27.1) July 31, 2017October 31, 2017January 31, 2018January 31, 2018(9.4) -3.6%4.79.511.517.74.93.50.342.7 16.1%3.9 1.4%3.49.58.116.81.71.90.345.6 16.4%17.8 6.3%3.19.27.016.0(4.1)6.30.555.8 % (10.5) (0.1)2.70.70.1(7.1) (5.2) (0.9)2.81.90.1(1.3) (8.8) (0.9)2.8(6.9) (5.1)(1.4)2.90.70.2(2.7) .7)(3.2)11.22.70.90.1(18.0)Note: Amounts may not cross foot due to rounding.35

GAAP to Non-GAAP Reconciliations( in millions, except share and per share data; shares in thousands)Three Months EndedYear EndedJanuary 31, 2017January 31, 2017FYE January 31,Tax (Benefit) Provision ReconciliationGAAP (benefit) provision for incom e taxesGAAP effective incom e tax rateNon-GAAP tax adjustmentsNon-GAAP provision for incom e taxesNon-GAAP effective incom e tax rateNet Incom e (Loss) Attributable to Verint System s Inc. ReconciliationGAAP net incom e (loss) attributable to Verint System s Inc.Total GAAP net income (loss) adjustmentsNon-GAAP net incom e attributable to Verint System s Inc.GAAP diluted net income (loss) per common share attributable to VerintSystems Inc.Non-GAAP diluted net income per common share attributable to VerintSystems Inc.GAAP w eighted-average shares used in com puting diluted netincom e (loss) per com m on shareAdditional w eighted-average shares applicable to non-GAAP net income percommon share attributable to Verint Systems IncNon-GAAP diluted w eighted-average shares used in com puting netincom e per com m on share (2.0)-30.5%7.05.08.1% 8.048.656.6 April 30, 20172.8-11.8%12.915.78.8% (29.4)188.1158.70.13 0.90 63,20763,207 Year EndedThree Months EndedJuly 31, 2017October 31, 2017January 31, 2018(0.9) 4.5%4.83.9 10.8%4.5 -338.8%0.44.9 11.0%(6.4) 45.238.8 2.540.042.5 (19.8) 50.831.0 (0.47) (0.32) (0.10) 2.51 0.49 0.6162,59362,48563,18553899586163,13163,48064,046 5.9 66.0%(0.1)5.8 12.0%January 31, 201812.841.3%(3.4)9.411.9% 17.151.668.7 (6.6)187.5180.90.04 0.26 (0.10)0.66 1.05 2.81 58865,13964,358Note: Amounts may not cross foot due to rounding.36

GAAP to Non-GAAP Reconciliations( in millions)Three Months EndedYear EndedJanuary 31, 2017January 31, 2017FYE January 31,Adjusted EBITDA ReconciliationGAAP net incom e (loss) attributable to Verint System s Inc.As a percentage of GAAP revenueNet income attributable to noncontrolling interest(Benefit) provision income taxesOther expense, netGAAP depreciation & amortization (1)Revenue adjustments related to acquisitionsStock-based compensation expensesAcquisition expenses, netRestructuring expensesImpairment chargesOther adjustmentsAdjusted EBITDAAs a percentage of non-GAAP revenue 8.02.7%0.4(2.0)12.928.03.719.94.83.60.679.926.7% 21.8%Year EndedThree Months EndedApril 30, 2017 (19.8) -7.6%0.7(0.9)10.528.64.717.74.93.60.350.3 18.9%July 31, 2017October 31, 2017(6.4) -2.3%0.74.55.225.23.416.81.71.80.353.2 19.1%January 31, 20182.5 0.9%0.65.98.823.83.116.0(4.1)6.20.563.3 .827.8%January 31, 2018 .622.3%(1) Adjusted for patent and financing fee amortization.Note: Amounts may not cross foot due to rounding.37

Revenue by Segment( in millions)Three Months EndedYear EndedJanuary 31, 2017January 31, 2017April 30, 2017July 31, 2017October 31, 2017January 31, 2018186.8109.0295.8 705.9356.21,062.1 170.091.0261.0 180.194.7274.8 181.699.1280.7 3.73.7 10.30.310.6 4.74.7 3.43.4 2.90.23.1 190.5109.0299.5 716.2356.51,072.7 174.791.0265.7 183.594.7278.2 184.599.3283.8 FYE January 31,GAAP Revenue by Segm ent:Customer EngagementCyber IntelligenceGAAP Total RevenueRevenue Adjustm ents Related to Acquisitions:Customer EngagementCyber IntelligenceTotal Revenue Adjustm ents Related to AcquisitionsNon-GAAP Revenue by Segm ent:Customer EngagementCyber IntelligenceNon-GAAP Total Revenue Year EndedThree Months Ended January 31, 2018208.4110.3318.7 3.90.14.0 212.3110.4322.7 740.1395.11,135.214.90.415.3755.0395.51,150.5Note: Amounts may not cross foot due to rounding.38

Table of Reconciliation from Gross Debt to Net Debt,including Long-Term Restricted Cash( in millions)As of January 31,Current maturities of long-term debtLong-term debtUnamortized debt discounts and issuance costsGross debtLess:Cash and cash equivalentsRestricted cash and bank time depositsShort-term investmentsLong-term restricted cashNet d

Marketing Customer . Software Intelligence Powered Security 14. 15 . facilitating the comparison of our financial results and business trends between periods, including by excluding certain items that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or .