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OFFON

TRADEWEB MARKETS INC.

(TW)
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TRADEWEB MARKETS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

10/29/2021 | 04:06pm EST
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10­Q. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from the results described in or implied by the forward-looking
statements. Factors that could cause or contribute to those differences include,
but are not limited to, those identified below and those discussed in the
section titled "Cautionary Note Regarding Forward-Looking Statements" included
elsewhere in this Quarterly Report on Form 10­Q.
Overview
We are a leader in building and operating electronic marketplaces for our global
network of clients across the financial ecosystem. Our network is comprised of
clients across the institutional, wholesale and retail client sectors, including
many of the largest global asset managers, hedge funds, insurance companies,
central banks, banks and dealers, proprietary trading firms and retail brokerage
and financial advisory firms as well as regional dealers. Our marketplaces
facilitate trading across a range of asset classes, including rates, credit,
equities and money markets. We are a global company serving clients in over 65
countries with offices in North America, Europe and Asia. We believe our
proprietary technology and culture of collaborative innovation allow us to adapt
our offerings to enter new markets, create new platforms and solutions and
adjust to regulations quickly and efficiently. We support our clients by
providing solutions across the trade lifecycle, including pre-trade, execution,
post-trade and data.
Our institutional client sector serves institutional investors in over 40
markets across 25 currencies, and in over 65 countries around the globe. We
connect institutional investors with pools of liquidity using our flexible order
and trading systems. Our clients trust the integrity of our markets and
recognize the value they get by trading electronically: enhanced transparency,
competitive pricing, efficient trade execution and regulatory compliance.
In our wholesale client sector, we provide a broad range of electronic, voice
and hybrid platforms to more than 300 dealers and financial institutions with
more than 100 actively trading on our electronic or hybrid markets with our
Dealerweb platform. This platform was launched in 2008 following the acquisition
of inter-dealer broker Hilliard Farber & Co., Inc. In 2011, we acquired the
brokerage assets of Rafferty Capital Markets and in June 2021, we acquired
Nasdaq's U.S. fixed income electronic trading platform (formerly known as
eSpeed) (the "NFI Acquisition"). Today, Dealerweb actively competes across a
range of rates, credit, money markets, derivatives and equity markets.
In our retail client sector, we provide advanced trading solutions for financial
advisory firms and traders with our Tradeweb Direct platform. We entered the
retail sector in 2006 and launched our Tradeweb Direct platform following the
2013 acquisition of BondDesk Group LLC, which was built to bring innovation and
efficiency to the wealth management community. Tradeweb Direct has provided
financial advisory firms access to live offerings, accurate pricing in the
marketplace and fast execution.
Our markets are large and growing. Electronic trading continues to increase
across the markets in which we operate as a result of market demand for greater
transparency, higher execution quality, operational efficiency and lower costs,
as well as regulatory changes. We believe our deep client relationships, asset
class breadth, geographic reach, regulatory knowledge and scalable technology
position us to continue to be at the forefront of the evolution of electronic
trading. Our platforms provide transparent, efficient, cost-effective and
compliant trading solutions across multiple products, regions and regulatory
regimes. As market participants seek to trade across multiple asset classes,
reduce their costs of trading and increase the effectiveness of their trading,
including through the use of data and analytics, we believe the demand for our
platforms and electronic trading solutions will continue to grow.
Trends and Other Factors Impacting Our Performance
CFO Transition
On August 30, 2021, our Board of Directors appointed Sara Furber to serve as our
new Chief Financial Officer ("CFO"), effective September 7, 2021. Ms. Furber
joins us from U.S. equity exchange operator IEX Group, where she was CFO since
2018. She previously spent two decades in senior roles at Morgan Stanley and
Bank of America Merrill Lynch. She succeeds Robert Warshaw, our former CFO, who
will leave the Company following a period of transition ending on January 4,
2022 (the "CFO Transition Period").
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In connection with her employment offer, Ms. Furber was granted 44,589
restricted stock units ("RSUs") and 4,270 target performance-based restricted
share units ("PRSUs"), collectively referred to as the "CFO Special Equity
Awards", with grant date fair values totaling $3.9 million. See Note 9 -
Stockholders' Equity and Stock-Based Compensation Plans to our unaudited
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q for additional details of the CFO Special Equity Awards.
As of August 30, 2021, there was approximately $1.8 million in unamortized
stock-based compensation expense associated with equity awards previously
granted to Mr. Warshaw that will be accelerated and amortized into expense over
a revised estimated service period ending on January 4, 2022 (the "Former CFO
Accelerated Stock-based Compensation Expense").
As a result of expenses incurred in connection with the RSUs granted as part of
the CFO Special Equity Awards, 43% of which will vest on March 31, 2022, the
Former CFO Accelerated Stock-based Compensation Expense and payment of salary
and bonus for Ms. Furber and Mr. Warshaw during the CFO Transition Period, we
expect to incur higher than average employee compensation and benefits expense
during the period from August 30, 2021 through March 31, 2022. During the three
months ended September 30, 2021, we incurred a total of $0.4 million in GAAP
stock-based compensation expense relating to the CFO Special Equity Awards and
$0.5 million relating to the Former CFO Accelerated Stock-based Compensation
Expense. The Former CFO Accelerated Stock-based Compensation Expense will be
excluded from our non-GAAP measures of Adjusted EBITDA and Adjusted Net Income.
See "-Non-GAAP Financial Measures" below for further details and a
reconciliation to the most comparable GAAP measure.
The NFI Acquisition
On June 25, 2021, the Company completed its acquisition of all of the
outstanding equity interests of Execution Access, LLC, Kleos Managed Services
Holdings, LLC and Kleos Managed Services, L.P., which collectively represented
the "NFI Acquisition". The all-cash purchase price of $190.0 million is net of
cash acquired, net of deposits with clearing organizations acquired and prior to
working capital adjustments. The Nasdaq U.S. fixed income electronic trading
platform acquired (formerly known as eSpeed) is a fully executable central order
limit book (CLOB) for electronic trading in on-the-run (OTR) U.S. government
bonds. Execution Access, LLC is a broker-dealer registered with the SEC and
FINRA. See Note 4 - Acquisitions to the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q for additional details
on this acquisition.
COVID-19
Since the onset of the COVID-19 pandemic, we have been focused on keeping our
employees safe, helping our clients stay connected, and ensuring our markets
operate efficiently through this period of unprecedented market volatility. We
have implemented a series of measures to protect the health and safety of our
employees. Our successful transition to remote work more than a year ago
reflected our commitment to keeping employees safe, helping clients succeed and
playing a positive role in markets. Those same priorities guide our approach to
our robust and safe return to the office. Beginning in June 2021, many roles
within Tradeweb had transitioned to a hybrid approach in our return to the
office plans. Our creative and flexible return to the office plans aim to keep
driving our business forward and allow safe collaboration and positive team
dynamics. We will continue to monitor the impact of COVID-19, including any
related variants, and will adjust our plans accordingly.
In light of the market volatility and economic disruption that has arisen in the
wake of the pandemic, we have worked closely with our clients to provide
flexible, stable, resilient and secure access to our platforms across our
multi-asset offerings so they can reliably manage their core cash and
derivatives needs in the diverse geographic, product and customer sector markets
we serve. Our employees and clients together have adapted to working remotely.
We currently expect any future disruptive impact of COVID-19 on our business to
be temporary and are determined to continue to minimize such impact. Although we
have implemented risk management and contingency plans and taken preventive
measures and other precautions, our efforts to mitigate the effects of any
disruptions may prove to be inadequate. Due to the uncertainty of the duration
and severity of COVID-19, the speed with which this pandemic has developed and
persists, the spread of various COVID-19 variants, the uncertainty as to what
governmental measures may yet be taken in response to the pandemic and the
unpredictable effect on our business, our employees and our clients, we are not
able to reasonably estimate the extent of any potential impact of COVID-19 on
our financial condition or results of operations at this time, but the impact
could potentially be material. Even after the COVID-19 outbreak has subsided, we
may continue to experience impacts to our business as a result of the virus'
global economic impact and any recession that has occurred or may occur in the
future. Further, as the COVID-19 situation is unprecedented and continuously
evolving, COVID-19 may also affect our operating and financial results in a
manner that is not presently known to us or in a manner that we currently do not
consider to present significant risks to our operations.
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As the COVID-19 pandemic continues to evolve, it may also have the effect of
heightening many of the risks described in "Item 1A. Risk Factors" in Part I of
our 2020 Form 10-K, including, but not limited to, those relating to changes in
economic, political, social and market conditions and the impact of these
changes on trading volumes; consolidation and concentration in the financial
services industry; our dependence on dealer clients; systems failures,
interruptions, delays in services, cybersecurity incidents, unforeseen or
catastrophic events and any resulting interruptions; our international
operations; and our dependence on our senior management team and other qualified
personnel.
Economic Environment
Our business is impacted by the overall market activity and, in particular,
trading volumes and market volatility. Lower volatility is correlated to lower
liquidity, which may result in lower trading volume for our clients and may
negatively impact our operating performance and financial condition. Factors
that may impact market activity during the remainder of 2021 include, among
other things, economic, political and social conditions, legislative, regulatory
or government policy changes, including related to COVID-19. As a result, our
business is sensitive to slow trading environments and the continuity of
conservative monetary policies of central banks internationally, which tend to
lessen volatility.
While our business is impacted by the overall activity of the market and market
volatility, our revenues consist of a mix of fixed and variable fees that
partially mitigates this impact. More importantly, we are actively engaged in
the further electronification of trading activities, which will help mitigate
this impact as we believe secular growth trends can partially offset market
volatility risk.
Regulatory Environment
Our business is subject to extensive regulations in the United States and
internationally, which may expose us to significant regulatory risk and cause
additional legal costs to ensure compliance.  The existing legal framework that
governs the financial markets is periodically reviewed and amended, resulting in
enforcement of new laws and regulations that apply to our business. The current
regulatory environment in the United States may be subject to future legislative
changes driven by the new administration and regulatory agency appointees, and
their priorities. The impact of any reform efforts on us and our operations
remains uncertain. For example, as a result of the UK's withdrawal from the EU
("Brexit"), which occurred on January 31, 2020, and the end of the UK-EU
transition period, which occurred on December 31, 2020, we are currently subject
to two separate and distinct legal regimes in Europe. We have incurred
additional costs to establish a new regulated subsidiary in the Netherlands, and
over time there may be a divergence of regulatory requirements as between the UK
and EU. Compliance with regulations may require us to dedicate additional
financial and operational resources, which may adversely affect our
profitability. In addition, compliance with regulations may require our clients
to dedicate significant financial and operational resources, which may
negatively affect their ability to pay our fees and use our platforms and, as a
result, our profitability. However, under certain circumstances regulation may
increase demand for our platforms and solutions, and we believe we are well
positioned to benefit from any potential increased electronification due to
regulatory changes as market participants seek platforms that meet regulatory
requirements and solutions that help them comply with their regulatory
obligations.
Competitive Environment
We and our competitors compete to introduce innovations in market structure and
new electronic trading capabilities. While we endeavor to be a leader in
innovation, new trading capabilities of our competitors are also adopted by
market participants. On the one hand, this increases liquidity and
electronification for all participants, but it also puts pressure on us to
further invest in our technology and to innovate to ensure the continued growth
of our network of clients and continued improvement of liquidity, electronic
processing and pricing on our platforms. Our ability to compete is influenced by
key factors such as (i) developments in trading platforms and solutions, (ii)
the liquidity we provide on transactions, (iii) the transaction costs we incur
in providing our solutions, (iv) the efficiency in execution of transactions on
our platforms, (v) our ability to hire and retain talent and (vi) our ability to
maintain the security of our platforms and solutions. Our competitive position
is also influenced by the familiarity and integration of our clients with our
electronic, voice and hybrid systems. When either a client wants to trade in a
new product or we want to introduce a new product, trading protocol or other
solution, we believe we benefit from our clients' familiarity with our offerings
as well as our integration into their order management systems and back offices.
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Technology and Cybersecurity Environment
Our business and its success are largely impacted by the introduction of
increasingly complex and sophisticated technology systems and infrastructures
and new business models. Offering specialized trading venues and solutions
through the development of new and enhanced platforms is essential to
maintaining our level of competitiveness in the market and attracting new
clients seeking platforms that provide advanced automation and better liquidity.
We believe we will continue to increase demand for our platforms and solutions
and the volume of transactions on our platforms, and thereby enhance our client
relationships, by responding to new trading and information requirements by
utilizing technological advances and emerging industry standards and practices
in an effective and efficient way. We plan to continue to focus on and invest in
technology infrastructure initiatives and continually improve and expand our
platforms and solutions to further enhance our market position. We experience
cyber-threats and attempted security breaches. If these were successful, these
cybersecurity incidents could impact revenue and operating income and increase
costs. We therefore continue to make investments, which may result in increased
costs, to strengthen our cybersecurity measures.
Foreign Currency Exchange Rate Environment
We earn revenues, pay expenses, hold assets and incur liabilities in currencies
other than the U.S. dollar. Accordingly, fluctuations in foreign currency
exchange rates can affect our results of operations from period to period. In
particular, fluctuations in exchange rates for non-U.S. dollar currencies may
reduce the U.S. dollar value of revenues, earnings and cash flows we receive
from non-U.S. markets, increase our operating expenses (as measured in U.S.
dollars) in those markets, negatively impact our competitiveness in those
markets or otherwise adversely impact our results of operations or financial
condition. Future fluctuations of foreign currency exchange rates and their
impact on our results of operations and financial condition are inherently
uncertain. As we continue to grow the size of our global operations, these
fluctuations may be material. See Part I, Item 3. "Quantitative and Qualitative
Disclosures About Market Risk - Foreign Currency and Derivative Risk" elsewhere
in this Quarterly Report on Form 10-Q.
Taxation
In connection with the Reorganization Transactions, we became the sole manager
of TWM LLC. As a result, beginning with the second quarter of 2019, we became
subject to U.S. federal, state and local income taxes with respect to our
allocable share of any taxable income of TWM LLC and are taxed at prevailing
corporate tax rates. Our actual effective tax rate is impacted by our ownership
share of TWM LLC, which will increase over time primarily as the Continuing LLC
Owners redeem or exchange their LLC Interests for shares of Class A common stock
or Class B common stock, as applicable, or as we purchase LLC Interests from the
Continuing LLC Owners. In addition to tax expenses, we also incur expenses
related to our operations. Furthermore, in connection with the IPO, we entered
into the Tax Receivable Agreement pursuant to which we began to make payments in
January 2021, and we expect future payments to be significant. We intend to
cause TWM LLC to make distributions in an amount sufficient to allow us to pay
our tax obligations, operating expenses, including payments under the Tax
Receivable Agreement, and our quarterly cash dividends, as and when declared by
our board of directors.
Components of our Results of Operations
Revenues
Our revenue is derived primarily from transaction fees, commissions,
subscription fees and market data fees. We believe that revenue is the key
driver of our operating performance and therefore we utilize it to assess our
business on a period by period basis.
Transaction Fees and Commissions
We earn transaction fees from transactions executed on our trading platforms
through various fee plans. Transaction fees are generated on both a variable and
fixed price basis and vary by geographic region, product type and trade size.
For most of our products, clients pay both fixed minimum monthly transaction
fees and variable transaction fees on a per transaction basis in excess of the
monthly minimum. For certain of our products, clients also pay a subscription
fee in addition to the minimum monthly transaction fee. For other products,
instead of a minimum monthly transaction fee, clients pay a subscription fee and
variable or fixed transaction fees on a per transaction basis. For variable
transaction fees, we charge clients fees based on the mix of products traded and
the volume of transactions executed.
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Transaction volume is determined by using either a measure of the notional
volume of the products traded or a count of the number of trades. We typically
charge higher fees for products that are less actively traded. In addition,
because transaction fees are sometimes subject to fee plans with tiered pricing
based on product mix, volume, monthly minimums and monthly maximum fee caps,
average transaction fees per million generated for a client may vary each month
depending on the mix of products and volume traded. Furthermore, because
transaction fees vary by geographic region, product type and trade size, our
revenues may not correlate with volume growth.
We earn commission revenue from our electronic and voice brokerage services on a
riskless principal basis. Riskless principal revenues are derived on matched
principal transactions where revenues are earned on the spread between the buy
and sell price of the transacted product. For TBA-MBS, U.S. treasury and
repurchase agreement transactions executed by our wholesale clients, we also
generate revenue from fixed commissions that are generally invoiced monthly.
Subscription Fees
We earn subscription fees primarily for granting clients access to our markets
for trading and market data. For a limited number of products, we only charge
subscription fees and no transaction fees or commissions. Subscription fees are
generally generated on a fixed price basis.
For purposes of our discussion of our results of operations, we include
Refinitiv (formerly Thomson Reuters) market data fees in subscription fees. We
earn fixed license fees from our market data license agreement with Refinitiv.
We also earn royalties from Refinitiv for referrals of new Eikon (a Refinitiv
data platform) customers based on customer conversion rates. Royalties may
fluctuate from period to period depending on the numbers of customer conversions
achieved by Refinitiv during the applicable royalty fee earning period, which is
typically five years from the date of the initial referral.
Operating Expenses
Employee Compensation and Benefits
Employee compensation and benefits expense consists of wages, employee benefits,
bonuses, commissions, stock-based compensation cost and related taxes. Factors
that influence employee compensation and benefits expense include revenue and
earnings growth, hiring new employees and trading activity which generates
broker commissions. We expect employee compensation and benefits expense to
increase as we hire additional employees and as our revenues and earnings grow.
As a result, employee compensation and benefits can vary from period to period.
Depreciation and Amortization
Depreciation and amortization expense consists of costs relating to the
depreciation and amortization of acquired and internally developed software,
other intangible assets, leasehold improvements, furniture and equipment.
General and Administrative
General and administrative expense consists of travel and entertainment,
marketing, value-added taxes, state use taxes, foreign currency transaction
gains and losses, gains and losses on foreign currency forward contracts entered
into for foreign exchange risk management purposes, charitable contributions,
other administrative expenses and credit loss expense. We expect general and
administrative expense to increase as we expand the number of our employees and
product offerings and grow our operations.
Technology and Communications
Technology and communications expense consists of costs relating to software and
hardware maintenance, our internal network connections, data center costs,
clearance and other trading platform related transaction costs and data feeds
provided by third-party service providers, including Refinitiv pursuant to a
shared services agreement. Factors that influence technology and communications
expense include trading volumes and our investments in innovation, data strategy
and cybersecurity.
Professional Fees
Professional fees consist primarily of accounting, tax and legal fees and fees
paid to technology and software consultants to maintain our trading platforms
and infrastructure, as well as costs related to business acquisition
transactions.
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Occupancy
Occupancy expense consists of operating lease rent and related costs for office
space and data centers leased in North America, Europe and Asia.
Tax Receivable Agreement Liability Adjustment
The tax receivable agreement liability adjustment reflects changes in the tax
receivable agreement liability recorded in our condensed consolidated statement
of financial condition as a result of changes in the mix of earnings, tax
legislation and tax rates in various jurisdictions which impacted our tax
savings. There was no tax receivable agreement liability adjustment during the
three and nine months ended September 30, 2021 and 2020.
Net Interest Income (Expense)
Interest income consists of interest earned from our cash deposited with large
commercial banks and money market funds. Interest expense consists of commitment
fees payable on, and, if applicable, interest payable on any borrowings
outstanding under, the Revolving Credit Facility.
Income Taxes
We are subject to U.S. federal, state and local income taxes with respect to our
taxable income, including our allocable share of any taxable income of TWM LLC,
and are taxed at prevailing corporate tax rates. TWM LLC is a multiple member
limited liability company taxed as a partnership and accordingly any taxable
income generated by TWM LLC is passed through to and included in the taxable
income of its members, including to us. Income taxes also include unincorporated
business taxes on income earned or losses incurred for conducting business in
certain state and local jurisdictions, income taxes on income earned or losses
incurred in foreign jurisdictions on certain operations and federal and state
income taxes on income earned or losses incurred, both current and deferred, on
subsidiaries that are taxed as corporations for U.S. tax purposes.
Net Income Attributable to Non-Controlling Interests
We are the sole manager of TWM LLC. As a result of this control, and because we
have a substantial financial interest in TWM LLC, we consolidate the financial
results of TWM LLC and report a non-controlling interest in our condensed
consolidated financial statements, representing the economic interests of TWM
LLC held by the Continuing LLC Owners. Income or loss is attributed to the
non-controlling interests based on the relative ownership percentages of LLC
Interests held during the period by us and the Continuing LLC Owners.
In connection with the Reorganization Transactions, the TWM LLC Agreement was
amended and restated to, among other things, (i) provide for LLC Interests and
(ii) exchange all of the then existing membership interests in TWM LLC for LLC
Interests. LLC Interests held by the Continuing LLC Owners are redeemable in
accordance with the TWM LLC Agreement, at the election of such holders, for
newly issued shares of Class A common stock or Class B common stock, as the case
may be, on a one-for-one basis. In the event of such election by a Continuing
LLC Owner, we may, at our option, effect a direct exchange of Class A common
stock or Class B common stock for such LLC Interests of such Continuing LLC
Owner in lieu of such redemption. In connection with any redemption or exchange,
we will receive a corresponding number of LLC Interests, increasing our total
ownership interest in TWM LLC. Following the completion of the Reorganization
Transactions and the IPO, we owned 64.3% of TWM LLC and the Continuing LLC
Owners owned the remaining 35.7% of TWM LLC. As of September 30, 2021, we owned
86.9% of TWM LLC and the Continuing LLC Owners owned the remaining 13.1% of TWM
LLC.
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Results of Operations
For the Three Months Ended September 30, 2021 and Three Months Ended September
30, 2020
The following table sets forth a summary of our statements of income for the
three months ended September 30, 2021 and 2020:
                                                              Three Months Ended
                                                                 September 30,
                                                            2021                  2020            $ Change             % Change

                                                            (dollars in thousands)
Total revenue                                        $    265,325             $ 212,870          $ 52,455                    24.6  %
Total expenses                                            179,797               154,349            25,448                    16.5  %
Operating income                                           85,528                58,521            27,007                    46.1  %

Net interest income (expense)                                (361)                 (349)              (12)                    3.4  %
Income before taxes                                        85,167                58,172            26,995                    46.4  %
Provision for income taxes                                (19,862)              (11,124)           (8,738)                   78.6  %
Net income                                                 65,305                47,048            18,257                    38.8  %
Less: Net income attributable to
non-controlling interests                                  10,542                10,236               306                     3.0  %
Net income attributable to Tradeweb Markets
Inc.                                                 $     54,763             $  36,812          $ 17,951                    48.8  %


Revenues

Our revenues for the three months ended September 30, 2021 and 2020, and the resulting dollar and percentage changes, were as follows:

                                                               Three Months Ended
                                                                  September 30,
                                                2021                                        2020
                                                       % of Total                                  % of Total
                                     $                  Revenue                  $                  Revenue              $ Change             % Change

                                                             (dollars in thousands)
Revenues
Transaction fees and
commissions                     $ 206,316                     77.8  %       $ 160,175                     75.2  %       $ 46,141                   28.8  %
Subscription fees (1)              56,392                     21.3             50,490                     23.7             5,902                   11.7  %
Other                               2,617                      1.0              2,205                      1.0               412                   18.7  %
Total revenue                   $ 265,325                    100.0  %       $ 212,870                    100.0  %       $ 52,455                   24.6  %

Components of total revenue growth:
Constant currency growth
(2)                                                                                                                                                23.9  %
Foreign currency impact                                                                                                                             0.7  %
Total revenue growth                                                                                                                               24.6  %


(1)Subscription fees for the three months ended September 30, 2021 and 2020
include $15.0 million and $14.3 million, respectively, of Refinitiv market data
fees.
(2)Constant currency growth, which is a non-GAAP financial measure, is defined
as total revenue growth excluding the effects of foreign currency fluctuations.
Total revenue excluding the effects of foreign currency fluctuations is
calculated by translating the current period and prior period's total revenue
using the annual average exchange rates for 2020. We use constant currency
growth as a supplemental metric to evaluate our underlying total revenue
performance between periods by removing the impact of foreign currency
fluctuations. We believe that providing constant currency growth provides a
useful comparison of our total revenue performance and trends between periods.
The primary driver of the $52.5 million increase in revenue is related to a
$46.1 million increase in transaction fees and commissions to $206.3 million for
the three months ended September 30, 2021 from $160.2 million for the three
months ended September 30, 2020, primarily due to increased volumes and fees for
U.S. and European corporate bonds, rates derivatives products and U.S.
government bonds. The NFI Acquisition, which closed on June 25, 2021,
contributed $6.0 million to the increase in total revenue for the three months
ended September 30, 2021.
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Our total revenue by asset class for the three months ended September 30, 2021
and 2020, and the resulting dollar and percentage changes, were as follows:
                          Three Months Ended
                             September 30,
                          2021              2020         $ Change      % Change

                        (dollars in thousands)
Revenues
Rates              $    139,418          $ 115,766      $ 23,652         20.4  %
Credit                   72,243             50,216        22,027         43.9  %
Equities                 16,457             11,857         4,600         38.8  %
Money Markets            11,221             10,491           730          7.0  %
Market Data              20,515             18,598         1,917         10.3  %
Other                     5,471              5,942          (471)        (7.9) %
Total revenue      $    265,325          $ 212,870      $ 52,455         24.6  %


Our variable and fixed revenues by asset class for the three months ended
September 30, 2021 and 2020, and the resulting dollar and percentage changes,
were as follows:
                                     Three Months Ended
                                       September 30,
                             2021                         2020                      $ Change                   % Change
                    Variable        Fixed        Variable        Fixed        Variable       Fixed       Variable       Fixed

                                   (dollars in thousands)
Revenues
Rates              $  80,888      $ 58,530      $  64,139      $ 51,627      $ 16,749      $ 6,903         26.1  %      13.4  %
Credit                65,742         6,501         44,278         5,938        21,464          563         48.5  %       9.5  %
Equities              14,235         2,222          9,329         2,528         4,906         (306)        52.6  %     (12.1) %
Money Markets          7,198         4,023          6,390         4,101           808          (78)        12.6  %      (1.9) %
Market Data                -        20,515              -        18,598             -        1,917            -         10.3  %
Other                      -         5,471              -         5,942             -         (471)           -         (7.9) %
Total revenue      $ 168,063      $ 97,262      $ 124,136      $ 88,734      $ 43,927      $ 8,528         35.4  %       9.6  %


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A significant percentage of our transaction fees and commissions are tied
directly to overall trading volumes in the rates, credit, equities and money
markets asset classes. The average daily volumes and total volumes on our
trading platforms by asset class for the three months ended September 30, 2021
and 2020, and the resulting percentage changes, are summarized as follows:
                                                                     Three Months Ended
                                                                        September 30,
                                                        2021                                     2020                            ADV
                                             ADV                Volume                ADV                Volume                % Change

                                                                    (dollars in millions)
Rates                                    $ 584,148          $ 37,624,522          $ 490,087          $ 31,563,593                   19.2  %
Cash Rates                                 337,167            21,632,199            311,033            19,951,302                    8.4  %
Rates Derivatives                          246,981            15,992,323            179,054            11,612,291                   37.9  %
Swaps / Swaptions Tenor (greater
than 1 year)                               154,970            10,039,311            122,341             7,919,286                   26.7  %
Other Rates Derivatives (1)                 92,010             5,953,012             56,713             3,693,005                   62.2  %

Credit                                      22,237             1,439,626             19,543             1,269,058                   13.8  %
Cash Credit (2)                              8,440               543,735              7,036               455,496                   20.0  %
Credit Derivatives and U.S. Cash
"EP"                                        13,796               895,891             12,507               813,562                   10.3  %

Equities                                    14,543               936,752              9,066               584,950                   60.4  %
Cash Equities                                7,551               487,509              5,442               351,468                   38.8  %
Equity Derivatives                           6,992               449,243              3,624               233,482                   92.9  %

Money Markets (Cash)                       343,536            22,138,406            261,590            16,847,205                   31.3  %

Total                                    $ 964,464          $ 62,139,306          $ 780,286          $ 50,264,805                   23.6  %
Total excluding Other Rates
Derivatives (3)                          $ 872,454          $ 56,186,294          $ 723,573          $ 46,571,800                   20.6  %


(1)Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.
(2)The "cash credit" category represents the "credit" asset class excluding (1)
credit derivatives and (2) U.S. High Grade and High Yield electronically
processed ("EP") activity.
(3)Included to contextualize the impact of short-tenored Swaps/Swaptions and
Rates Futures on totals for all periods presented.
The average variable fees per million dollars of volume traded on our trading
platforms by asset class for the three months ended September 30, 2021 and 2020
are summarized below. There are three potential drivers of quarterly
fluctuations in our average variable fees per million: (1) volume discounts, (2)
the mix and duration of cash and derivatives products traded, and (3) the mix of
protocols underpinning cash and derivatives products. Average variable fees per
million should be reviewed in conjunction with our trading volumes and total
revenue by asset class. Since variable fees are sometimes subject to fee plans
with tiered pricing based on product mix and volume, average variable fees per
million for a specific asset class may not correlate with volumes or revenue
growth.
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                                                         Three Months Ended
                                                            September 30,
                                                       2021               2020             $ Change             % Change
Rates                                              $     2.15          $   2.03          $    0.12                     5.8  %
Cash Rates                                         $     1.95          $   1.83          $    0.12                     6.5  %
Rates Derivatives                                  $     2.42          $   2.37          $    0.05                     1.9  %
Swaps / Swaptions Tenor (greater than 1
year)                                              $     3.73          $   3.37          $    0.36                    10.9  %
Other Rates Derivatives (1)                        $     0.20          $   0.25          $   (0.05)                  (18.4) %

Credit                                             $    45.67          $  34.89          $   10.78                    30.9  %
Cash Credit (2)                                    $   144.48          $ 127.70          $   16.78                    13.1  %
Credit Derivatives and U.S. Cash "EP"              $     6.16          $   6.02          $    0.14                     2.4  %

Equities                                           $    15.20          $  15.95          $   (0.75)                   (4.7) %
Cash Equities                                      $    24.37          $  20.25          $    4.12                    20.3  %
Equity Derivatives                                 $     5.23          $   9.46          $   (4.23)                  (44.7) %

Money Markets (Cash)                               $     0.33          $   0.38          $   (0.05)                  (14.3) %

Total Fees per Million                             $     2.70          $   2.47          $    0.23                     9.5  %
Total Fees per Million excluding Other Rates
Derivatives (3)                                    $     2.97          $   2.65          $    0.32                    12.2  %


(1)Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.
(2)The "cash credit" category represents the "credit" asset class excluding (1)
credit derivatives and (2) U.S. High Grade and High Yield electronically
processed ("EP") activity.
(3)Included to contextualize the impact of short-tenored Swaps/Swaptions and
Rates Futures on blended fees per million across all periods presented.
The key drivers of the change in total revenue, volumes and variable fees per
million by asset class are summarized as follows:
Rates. Revenues from our rates asset class increased by $23.7 million or 20.4%
to $139.4 million for the three months ended September 30, 2021 compared to
$115.8 million for the three months ended September 30, 2020 primarily due to
variable transaction fees and commissions earned on higher trading volumes for
rates derivatives products and U.S. and European government bonds.
Average variable fees per million for rates increased due to growth of U.S.
government bonds and higher fee long-tenor swaps volumes, which have a higher
variable fee capture compared to overall rates.
Credit. Revenues from our credit asset class increased by $22.0 million or 43.9%
to $72.2 million for the three months ended September 30, 2021 compared to $50.2
million for the three months ended September 30, 2020 primarily due to variable
transaction fees and commissions on higher trading volumes for U.S. and European
corporate bonds.
Average variable fees per million for credit increased due to higher growth in
volume for fully electronic U.S. High-Grade and U.S. High-Yield cash credit
products and European credit products, which have a higher variable fee capture
compared to overall credit.
Equities. Revenues from our equities asset class increased by $4.6 million or
38.8% to $16.5 million for the three months ended September 30, 2021 compared to
$11.9 million for the three months ended September 30, 2020 primarily due to
variable transaction fees and commissions on higher trading volumes for European
and U.S. ETFs.
Average variable fees per million for equities decreased due to higher growth in
U.S. equity derivative products, which have a lower variable fee capture
compared to overall equities products, partially offset by higher growth in
ETFs, which have a higher variable fee capture compared to overall equities.
Money Markets. Revenues from our money markets asset class increased by $0.7
million or 7.0% to $11.2 million for the three months ended September 30, 2021
compared to $10.5 million for the three months ended September 30, 2020
primarily due to variable transaction fees and commissions on higher trading
volumes for repurchase agreements.
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Average variable fees per million for money markets decreased due to a mix shift
to lower fee per million repurchase agreements and away from higher fee
certificates of deposit.
Market Data. Revenues from our market data asset class increased by $1.9 million
or 10.3% to $20.5 million for the three months ended September 30, 2021 compared
to $18.6 million for the three months ended September 30, 2020. The increase was
derived primarily from increased third party market data fees, Refinitiv market
data fees and revenue from our APA reporting service.
Other. Revenues from our other asset class decreased by $0.5 million or 7.9%, to
$5.5 million for the three months ended September 30, 2021 compared to $5.9
million for the three months ended September 30, 2020. The decrease was derived
primarily from decreased fees from software development and implementation
revenue on behalf of certain clients.
We generate revenue from a diverse portfolio of client sectors. Our total
revenue by client sector for the three months ended September 30, 2021 and 2020,
and the resulting dollar and percentage changes, were as follows:
                          Three Months Ended
                             September 30,
                          2021              2020         $ Change      % Change

                        (dollars in thousands)
Revenues
Institutional      $    163,587          $ 131,860      $ 31,727         24.1  %
Wholesale                64,838             44,959        19,879         44.2  %
Retail                   16,385             17,453        (1,068)        (6.1) %
Market Data              20,515             18,598         1,917         10.3  %
Total revenue      $    265,325          $ 212,870      $ 52,455         24.6  %


Institutional. Revenues from our institutional client sector increased by $31.7
million or 24.1% to $163.6 million for the three months ended September 30, 2021
from $131.9 million for the three months ended September 30, 2020. The increase
was derived primarily from increased volumes for rates derivatives products,
U.S. and European corporate bonds and ETFs.
Wholesale. Revenues from our wholesale client sector increased by $19.9 million
or 44.2% to $64.8 million for the three months ended September 30, 2021 from
$45.0 million for the three months ended September 30, 2020. The increase was
derived primarily from increased volumes for U.S. and European corporate bonds
and U.S. government bonds.
Retail. Revenues from our retail client sector decreased by $1.1 million or 6.1%
to $16.4 million for the three months ended September 30, 2021 from $17.5
million for the three months ended September 30, 2020. The decrease was derived
primarily from lower revenues from certificates of deposit and decreased fees
from software development and implementation revenue on behalf of certain
clients, partially offset by increased fees from structured products.
Market Data. Revenues from our market data client sector increased by $1.9
million or 10.3% to $20.5 million for the three months ended September 30, 2021
from $18.6 million for the three months ended September 30, 2020. The increase
was derived primarily from increased third party market data fees, Refinitiv
market data fees and revenue from our APA reporting service.
Our revenues and client base are also diversified by geography. Our total
revenue by geography (based on client location) for the three months ended
September 30, 2021 and 2020, and the resulting dollar and percentage changes,
were as follows:
                          Three Months Ended
                             September 30,
                          2021              2020         $ Change      % Change

                        (dollars in thousands)
Revenues
U.S.               $    166,268          $ 136,785      $ 29,483         21.6  %
International            99,057             76,085        22,972         30.2  %
Total revenue      $    265,325          $ 212,870      $ 52,455         24.6  %


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U.S. Revenues from U.S. clients increased by $29.5 million or 21.6% to $166.3
million for the three months ended September 30, 2021 from $136.8 million for
the three months ended September 30, 2020 primarily due to higher revenues for
U.S. corporate bonds and U.S. government bonds.
International. Revenues from International clients increased by $23.0 million or
30.2% to $99.1 million for the three months ended September 30, 2021 from $76.1
million for the three months ended September 30, 2020 primarily due to higher
revenues for rates derivatives products, European corporate bonds and European
ETFs. Fluctuations in foreign currency rates for the three months ended
September 30, 2021 increased our International total revenue by $2.9 million.
Operating Expenses
Our expenses for the three months ended September 30, 2021 and 2020 were as
follows:
                                                 Three Months Ended
                                                    September 30,
                                                 2021              2020         $ Change      % Change

                                               (dollars in thousands)

Employee compensation and benefits $ 98,036 $ 83,967

   $ 14,069         16.8  %
Depreciation and amortization                   44,823             38,857         5,966         15.4  %
Technology and communications                   14,747             12,037         2,710         22.5  %
General and administrative                       9,561              8,657           904         10.4  %
Professional fees                                8,897              7,388         1,509         20.4  %
Occupancy                                        3,733              3,443           290          8.4  %
Total expenses                            $    179,797          $ 154,349      $ 25,448         16.5  %


Employee Compensation and Benefits. Expenses related to employee compensation
and benefits increased by $14.1 million or 16.8% to $98.0 million for the three
months ended September 30, 2021 from $84.0 million for the three months ended
September 30, 2020. The increase was primarily due to increases in incentive
compensation expense tied to our operating performance, an increase in salaries
and benefits as a result of increased employee headcount and an increase in
commissions due to higher revenues from our wholesale client sector. During the
three months ended September 30, 2021, we also incurred a total of $0.4 million
in stock-based compensation expense relating to the CFO Special Equity Awards
and $0.5 million relating to the Former CFO Accelerated Stock-based Compensation
Expense. See "- Trends and Other Factors Impacting Our Performance - CFO
Transition."
Depreciation and Amortization. Expenses related to depreciation and amortization
increased by $6.0 million or 15.4% to $44.8 million for the three months ended
September 30, 2021 from $38.9 million for the three months ended September 30,
2020. The increase in depreciation and amortization expense was primarily the
result of the longer estimated useful lives of computer software and the
adjusted fair value of the assets that were established in connection with
pushdown accounting on October 1, 2018 (see "-Critical Accounting Policies and
Estimates"). Assets which may have been fully depreciated or amortized prior to
the application of pushdown accounting are still being depreciated or amortized
in these periods. Also contributing to the change was an increase in
depreciation and amortization expense relating to the assets acquired in
connection with the June 25, 2021 NFI Acquisition.
Technology and Communications. Expenses related to technology and communications
increased by $2.7 million or 22.5% to $14.7 million for the three months ended
September 30, 2021 from $12.0 million for the three months ended September 30,
2020. The increase was primarily due to an increased investment in our data
strategy and cybersecurity and increased clearance and data fees driven
primarily by higher trading volumes period over period.
General and Administrative. Expenses related to general and administrative costs
increased by $0.9 million or 10.4% to $9.6 million for the three months ended
September 30, 2021 from $8.7 million for the three months ended September 30,
2020. The increase was primarily due to higher travel and entertainment
expenses, as COVID-19 contributed to a reduction in expenses during 2020, as
well as higher recruiting, marketing and insurance expenses during 2021. The
increase was partially offset by a $2.9 million decline in foreign exchange
losses during the three months ended September 30, 2021. Realized and unrealized
foreign currency gains totaled $0.7 million during the three months ended
September 30, 2021 as compared to $2.2 million in losses during three months
ended September 30, 2020. The change was primarily driven by an increase in fair
value of our foreign currency forward contracts used in connection with our
foreign currency risk management program.
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Professional Fees. Expenses related to professional fees increased by $1.5
million or 20.4% to $8.9 million for the three months ended September 30, 2021
from $7.4 million for the three months ended September 30, 2020. The increase
was primarily due to higher consulting fees.
Occupancy. Expenses related to occupancy costs increased by $0.3 million or 8.4%
to $3.7 million for the three months ended September 30, 2021 from $3.4 million
for the three months ended September 30, 2020.
Net Interest Income (Expense)
Net interest expense remained relatively flat at $0.4 million for the three
months ended September 30, 2021 as compared to $0.3 million for the three months
ended September 30, 2020.
Income Taxes
Income tax expense increased by $8.7 million to $19.9 million for the three
months ended September 30, 2021 from $11.1 million for the three months ended
September 30, 2020. The provision for income taxes includes U.S. federal, state,
local, and foreign taxes. The effective tax rate for the three months ended
September 30, 2021 was approximately 23.3%, compared with 19.1% for the three
months ended September 30, 2020. The effective tax rate for the three months
ended September 30, 2021 differed from the U.S. federal statutory rate of 21.0%
primarily due to state, local and foreign taxes and the return-to-provision
adjustment, partially offset by effect of non-controlling interests and the tax
impact of the issuance of common stock from equity incentive plans. The
effective tax rate for the three months ended September 30, 2020 differed from
the U.S. federal statutory rate of 21.0% primarily due to the effect of
non-controlling interests and the tax impact of the issuance of common stock
from equity incentive plans, partially offset by state, local and foreign taxes.
For the Nine Months Ended September 30, 2021 and Nine Months Ended September 30,
2020
The following table sets forth a summary of our statements of income for the
nine months ended September 30, 2021 and 2020:
                                                               Nine Months Ended
                                                                 September 30,
                                                            2021                  2020             $ Change              % Change

                                                            (dollars in thousands)
Total revenue                                        $    799,564             $ 659,583          $ 139,981                      21.2  %
Total expenses                                            531,917               467,808             64,109                      13.7  %
Operating income                                          267,647               191,775             75,872                      39.6  %

Net interest income (expense)                              (1,179)                   64             (1,243)                 (1,942.2) %
Income before taxes                                       266,468               191,839             74,629                      38.9  %
Provision for income taxes                                (53,365)              (39,898)           (13,467)                     33.8  %
Net income                                                213,103               151,941             61,162                      40.3  %
Less: Net income attributable to
non-controlling interests                                  35,165                40,705             (5,540)                    (13.6) %
Net income attributable to Tradeweb Markets
Inc.                                                 $    177,938             $ 111,236          $  66,702                      60.0  %


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Revenues
Our revenues for the nine months ended September 30, 2021 and 2020, and the
resulting dollar and percentage changes, were as follows:
                                                                Nine Months Ended
                                                                  September 30,
                                                2021                                        2020
                                                       % of Total                                  % of Total
                                     $                  Revenue                  $                  Revenue               $ Change             % Change

                                                             (dollars in thousands)
Revenues
Transaction fees and
commissions                     $ 629,513                     78.7  %       $ 503,753                     76.4  %       $ 125,760                   25.0  %
Subscription fees (1)             162,186                     20.3            149,172                     22.6             13,014                    8.7  %
Other                               7,865                      1.0              6,658                      1.0              1,207                   18.1  %
Total revenue                   $ 799,564                    100.0  %       $ 659,583                    100.0  %       $ 139,981                   21.2  %

Components of total revenue growth:
Constant currency growth
(2)                                                                                                                                                 19.1  %
Foreign currency impact                                                                                                                              2.1  %
Total revenue growth                                                                                                                                21.2  %


(1)Subscription fees for the nine months ended September 30, 2021 and 2020
include $45.0 million and $43.5 million respectively, of Refinitiv market data
fees.
(2)Constant currency growth, which is a non-GAAP financial measure, is defined
as total revenue growth excluding the effects of foreign currency fluctuations.
Total revenue excluding the effects of foreign currency fluctuations is
calculated by translating the current period and prior period's total revenue
using the annual average exchange rates for 2020. We use constant currency
growth as a supplemental metric to evaluate our underlying total revenue
performance between periods by removing the impact of foreign currency
fluctuations. We believe that providing constant currency growth provides a
useful comparison of our total revenue performance and trends between periods.
The primary driver of the $140.0 million increase in revenue related to a $125.8
million increase in transaction fees and commissions to $629.5 million for the
nine months ended September 30, 2021 from $503.8 million for the nine months
ended September 30, 2020, primarily due to increased volumes and fees for U.S.
and European corporate bonds, rates derivatives products and U.S. government
bonds.
Our total revenue by asset class for the nine months ended September 30, 2021
and 2020, and the resulting dollar and percentage changes, were as follows:
                           Nine Months Ended
                             September 30,
                          2021              2020         $ Change       % Change

                        (dollars in thousands)
Revenues
Rates              $    416,350          $ 354,628      $  61,722         17.4  %
Credit                  218,823            153,299         65,524         42.7  %
Equities                 52,715             46,698          6,017         12.9  %
Money Markets            33,379             32,238          1,141          3.5  %
Market Data              60,494             55,657          4,837          8.7  %
Other                    17,803             17,063            740          4.3  %
Total revenue      $    799,564          $ 659,583      $ 139,981         21.2  %


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Our variable and fixed revenues by asset class for the nine months ended
September 30, 2021 and 2020, and the resulting dollar and percentage changes,
were as follows:
                                                      Nine Months Ended
                                                        September 30,
                                         2021                                  2020                                $ Change                               % Change
                              Variable            Fixed             Variable            Fixed             Variable            Fixed             Variable               Fixed

                                                   (dollars in thousands)
Revenues
Rates                       $ 250,305          $ 166,045          $ 201,781
         $ 152,847          $  48,524          $ 13,198                  24.0  %              8.6  %
Credit                        199,452             19,371            136,584             16,715             62,868             2,656                  46.0  %             15.9  %
Equities                       44,827              7,888             39,334              7,364              5,493               524                  14.0  %              7.1  %
Money Markets                  21,153             12,226             19,972             12,266              1,181               (40)                  5.9  %             (0.3) %
Market Data                         -             60,494                  -             55,657                  -             4,837                     -                 8.7  %
Other                               -             17,803                  -             17,063                  -               740                     -                 4.3  %
Total revenue               $ 515,737          $ 283,827          $ 397,671          $ 261,912          $ 118,066          $ 21,915                  29.7  %              8.4  %


The key drivers of the change in total revenue by asset class are summarized as
follows:
Rates. Revenues from our rates asset class increased by $61.7 million or 17.4%
to $416.4 million for the nine months ended September 30, 2021 compared to
$354.6 million for the nine months ended September 30, 2020 primarily due to
variable transaction fees and commissions earned on higher trading volumes for
rates derivatives products and U.S. and European government bonds.
Credit. Revenues from our credit asset class increased by $65.5 million or 42.7%
to $218.8 million for the nine months ended September 30, 2021 compared to
$153.3 million for the nine months ended September 30, 2020 primarily due to
variable transaction fees and commissions on higher trading volumes for U.S. and
European corporate bonds.
Equities. Revenues from our equities asset class increased by $6.0 million or
12.9% to $52.7 million for the nine months ended September 30, 2021 compared to
$46.7 million for the nine months ended September 30, 2020 due to variable
transaction fees and commissions on higher trading volumes for European and U.S.
ETFs.
Money Markets. Revenues from our money markets asset class increased by $1.1
million or 3.5% to $33.4 million for the nine months ended September 30, 2021
compared to $32.2 million for the nine months ended September 30, 2020 primarily
due to variable transaction fees and commissions on higher trading volumes for
repurchase agreements, partially offset by lower trading volumes for
certificates of deposit, which have a higher fee per million.
Market Data. Revenues from our market data asset class increased by $4.8 million
or 8.7% to $60.5 million for the nine months ended September 30, 2021 compared
to $55.7 million for the nine months ended September 30, 2020. The increase was
derived primarily from increased third party market data fees, Refinitiv market
data fees and revenue from our APA reporting service.
Other. Revenues from our other asset class increased by $0.7 million or 4.3%, to
$17.8 million for the nine months ended September 30, 2021 compared to $17.1
million for the nine months ended September 30, 2020. The increase was derived
primarily from increased fees from retail client fee minimums and our portfolio
solutions tool.
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We generate revenue from a diverse portfolio of client sectors. Our total
revenue by client sector for the nine months ended September 30, 2021 and 2020,
and the resulting dollar and percentage changes, were as follows:
                           Nine Months Ended
                             September 30,
                          2021              2020         $ Change       % Change

                        (dollars in thousands)
Revenues
Institutional      $    499,794          $ 407,464      $  92,330         22.7  %
Wholesale               185,917            136,967         48,950         35.7  %
Retail                   53,359             59,495         (6,136)       (10.3) %
Market Data              60,494             55,657          4,837          8.7  %
Total revenue      $    799,564          $ 659,583      $ 139,981         21.2  %


Institutional. Revenues from our institutional client sector increased by $92.3
million or 22.7% to $499.8 million for the nine months ended September 30, 2021
from $407.5 million for the nine months ended September 30, 2020. The increase
was derived primarily from increased volumes for rates derivatives products and
U.S. and European corporate bonds.
Wholesale. Revenues from our wholesale client sector increased by $49.0 million
or 35.7% to $185.9 million for the nine months ended September 30, 2021 from
$137.0 million for the nine months ended September 30, 2020. The increase was
derived primarily from increased volumes for U.S. and European corporate bonds
and U.S. government bonds.
Retail. Revenues from our retail client sector decreased by $6.1 million or
10.3% to $53.4 million for the nine months ended September 30, 2021 from $59.5
million for the nine months ended September 30, 2020. The decrease was derived
primarily from lower revenues from certificates of deposit, U.S. corporate bonds
and municipals, partially offset by increased fees from structured products.
Market Data. Revenues from our market data client sector increased by $4.8
million or 8.7% to $60.5 million for the nine months ended September 30, 2021
from $55.7 million for the nine months ended September 30, 2020. The increase
was derived from increased third party market data fees, Refinitiv market data
fees and revenue from our APA reporting service.
Our revenues and client base are also diversified by geography. Our total
revenue by geography (based on client location) for the nine months ended
September 30, 2021 and 2020, and the resulting dollar and percentage changes,
were as follows:
                           Nine Months Ended
                             September 30,
                          2021              2020         $ Change       % Change

                        (dollars in thousands)
Revenues
U.S.               $    497,609          $ 422,114      $  75,495         17.9  %
International           301,955            237,469         64,486         27.2  %
Total revenue      $    799,564          $ 659,583      $ 139,981         21.2  %


U.S. Revenues from U.S. clients increased by $75.5 million or 17.9% to $497.6
million for the nine months ended September 30, 2021 from $422.1 million for the
nine months ended September 30, 2020 primarily due to higher revenues for U.S.
corporate bonds and U.S. government bonds.
International. Revenues from International clients increased by $64.5 million or
27.2% to $302.0 million for the nine months ended September 30, 2021 from $237.5
million for the nine months ended September 30, 2020 primarily due to higher
revenues for rates derivatives products and European corporate bonds.
Fluctuations in foreign currency rates for the nine months ended September 30,
2021 increased our International total revenue by $10.8 million.
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Operating Expenses
Our expenses for the nine months ended September 30, 2021 and 2020 were as
follows:
                                                  Nine Months Ended
                                                    September 30,
                                                 2021              2020         $ Change      % Change

                                               (dollars in thousands)

Employee compensation and benefits $ 300,107 $ 263,353

   $ 36,754         14.0  %
Depreciation and amortization                  127,656            113,952        13,704         12.0  %
Technology and communications                   42,248             34,397         7,851         22.8  %
General and administrative                      21,809             24,520        (2,711)       (11.1) %
Professional fees                               28,993             20,908         8,085         38.7  %
Occupancy                                       11,104             10,678           426          4.0  %
Total expenses                            $    531,917          $ 467,808      $ 64,109         13.7  %


Employee Compensation and Benefits. Expenses related to employee compensation
and benefits increased by $36.8 million or 14.0% to $300.1 million for the nine
months ended September 30, 2021 from $263.4 million for the nine months ended
September 30, 2020. The increase was primarily due to increases in incentive
compensation expense tied to our operating performance, an increase in salaries
and benefits as a result of increased employee headcount and an increase in
commissions due to higher revenues from our wholesale client sector.
Depreciation and Amortization. Expenses related to depreciation and amortization
increased by $13.7 million or 12.0% to $127.7 million for the nine months ended
September 30, 2021 from $114.0 million for the nine months ended September 30,
2020. The increase in depreciation and amortization expense was primarily the
result of the longer estimated useful lives of computer software and the
adjusted fair value of the assets that were established in connection with
pushdown accounting on October 1, 2018 (see "-Critical Accounting Policies and
Estimates"). Assets which may have been fully depreciated or amortized prior to
the application of pushdown accounting are still being depreciated or amortized
in these periods. Also contributing to the change was an increase in
depreciation and amortization expense relating to the assets acquired in
connection with the June 25, 2021 NFI Acquisition.
Technology and Communications. Expenses related to technology and communications
increased by $7.9 million or 22.8% to $42.2 million for the nine months ended
September 30, 2021 from $34.4 million for the nine months ended September 30,
2020. The increase was primarily due to an increased investment in our data
strategy and cybersecurity and increased clearance and data fees driven
primarily by higher trading volumes period over period.
General and Administrative. Expenses related to general and administrative costs
decreased by $2.7 million or 11.1% to $21.8 million for the nine months ended
September 30, 2021 from $24.5 million for the nine months ended September 30,
2020. The decrease was primarily due to a $7.5 million decline in foreign
exchange losses during the nine months ended September 30, 2021. Realized and
unrealized foreign currency gains totaled $3.7 million during the nine months
ended September 30, 2021 as compared to $3.7 million in losses during the nine
months ended September 30, 2020. The change was primarily driven by an increase
in fair value of our foreign currency forward contracts used in connections with
our foreign currency risk management program, which was partially offset by an
increase in foreign currency re-measurement losses on transactions in
nonfunctional currencies. This decrease was primarily offset by higher
marketing, insurance, recruiting and other administrative expenses during 2021.
Travel and entertainment expenses also increased, as COVID-19 contributed to a
reduction in expenses during 2020 and early 2021.
Professional Fees. Expenses related to professional fees increased by $8.1
million or 38.7% to $29.0 million for the nine months ended September 30, 2021
from $20.9 million for the nine months ended September 30, 2020. The increase
was primarily due to acquisition transaction costs related to the NFI
Acquisition and higher consulting fees.
Occupancy. Expenses related to occupancy costs increased by $0.4 million or 4.0%
to $11.1 million for the nine months ended September 30, 2021 from $10.7 million
for the nine months ended September 30, 2020.
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Net Interest Income (Expense)
Net interest income (expense) decreased by $1.2 million to net interest expense
of $1.2 million for the nine months ended September 30, 2021 from net interest
income of $0.1 million for the nine months ended September 30, 2020 due to a
decrease in interest rates.
Income Taxes
Income tax expense increased by $13.5 million to $53.4 million for the nine
months ended September 30, 2021 from $39.9 million for the nine months ended
September 30, 2020. The provision for income taxes includes U.S. federal, state,
local, and foreign taxes. The effective tax rate for the nine months ended
September 30, 2021 was approximately 20.0%, compared with 20.8% for the nine
months ended September 30, 2020. The effective tax rate for the nine months
ended September 30, 2021 and 2020 differed from the U.S. federal statutory rate
of 21.0% primarily due to the effect of non-controlling interests and the tax
impact of the issuance of common stock from equity incentive plans, partially
offset by state, local and foreign taxes.
Liquidity and Capital Resources
Overview
Liquidity describes the ability of a company to generate sufficient cash flows
to meet the cash requirements of its business operations, including working
capital needs to meet operating expenses, debt service, acquisitions, other
commitments and contractual obligations. We consider liquidity in terms of cash
flows from operations and availability under the Revolving Credit Facility and
their sufficiency to fund our operating and investing activities.
Historically, we have generated significant cash flows from operations and have
funded our business operations through cash on hand and cash flows from
operations.
Our primary cash needs are for day to day operations, working capital
requirements, clearing margin requirements, capital expenditures primarily for
software and equipment, our expected dividend payments and our share repurchase
program. In addition, we are obligated to make payments under the Tax Receivable
Agreement. Although the actual timing and amount of any payments that may be
made under the Tax Receivable Agreement will vary, we expect that the payments
that we will be required to make under the Tax Receivable Agreement will be
significant. Any payments made by us under the Tax Receivable Agreement will
generally reduce the amount of overall cash flows that might have otherwise been
available to us or to TWM LLC. These payments will offset some of the tax
benefits that we expect to realize as a result of the ownership structure of TWM
LLC. To the extent that we are unable to make payments under the Tax Receivable
Agreement for any reason, the unpaid amounts generally will be deferred and will
accrue interest until paid by us. Total amounts due to the Continuing LLC Owners
as of September 30, 2021 under the Tax Receivable Agreement were $425.2 million,
substantially all due to be paid over 15 years. The first payment of the Tax
Receivable Agreement was made in January 2021.
We expect to fund our liquidity requirements through cash and cash equivalents
and cash flows from operations. While historically we have generated significant
and adequate cash flows from operations, in the case of an unexpected event in
the future or otherwise, we may fund our liquidity requirements through
borrowings under the Revolving Credit Facility.
We believe that our projected cash position, cash flows from operations and, if
necessary, borrowings under the Revolving Credit Facility, will be sufficient to
fund our liquidity requirements for at least the next 12 months. However, our
future liquidity requirements could be higher than we currently expect as a
result of various factors. For example, any future investments, acquisitions,
joint ventures or other similar transactions, which we consider from time to
time, may reduce our cash balance or require additional capital. In addition,
our ability to continue to meet our future liquidity requirements will depend
on, among other things, our ability to achieve anticipated levels of revenues
and cash flows from operations and our ability to manage costs and working
capital successfully, all of which are subject to general economic, financial,
competitive and other factors beyond our control. In the event we require any
additional capital, it will take the form of equity or debt financing, or both,
and there can be no assurance that we will be able to raise any such financing
on terms acceptable to us or at all.
As of September 30, 2021 and December 31, 2020, we had cash and cash equivalents
of approximately $821.9 million and $791.3 million, respectively. All cash and
cash equivalents were held in accounts with banks or money market funds such
that the funds are immediately available or in fixed term deposits with a
maximum maturity of three months.
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Factors Influencing Our Liquidity and Capital Resources
Dividend Policy
Subject to legally available funds, we intend to continue to pay quarterly cash
dividends on our Class A common stock and Class B common stock equal to $0.08
per share. As discussed below, our ability to pay these quarterly cash dividends
on our Class A common stock and Class B common stock will depend on
distributions to us from TWM LLC.
The declaration, amount and payment of any dividends will be at the sole
discretion of our board of directors and will depend on our and our
subsidiaries' results of operations, capital requirements, financial condition,
business prospects, contractual restrictions, restrictions imposed by applicable
laws and other factors that our board of directors deem relevant. Because we are
a holding company and all of our business is conducted through our subsidiaries,
we expect to pay dividends, if any, only from funds we receive from our
subsidiaries. Accordingly, our ability to pay dividends to our stockholders is
dependent on the earnings and distributions of funds from our subsidiaries. As
the sole manager of TWM LLC, we intend to cause, and will rely on, TWM LLC to
make distributions in respect of LLC Interests to fund our dividends. If TWM LLC
is unable to cause these subsidiaries to make distributions, it may have
inadequate funds to distribute to us and we may be unable to fund our dividends.
In addition, when TWM LLC makes distributions to us, the other holders of LLC
Interests will be entitled to receive proportionate distributions based on their
economic interests in TWM LLC at the time of such distributions.
Our board of directors will periodically review the cash generated from our
business and the capital expenditures required to finance our growth plans and
determine whether to modify the amount of regular dividends and/or declare any
periodic special dividends. Any future determination to change the amount of
dividends and/or declare special dividends will be at the discretion of our
board of directors and will be dependent upon then-existing conditions and other
factors that our board of directors considers relevant.
Cash Dividends
On October 27, 2021, the board of directors of Tradeweb Markets Inc. declared a
cash dividend of $0.08 per share of Class A common stock and Class B common
stock for the fourth quarter of 2021. This dividend will be payable on December
15, 2021 to stockholders of record as of December 1, 2021.
In March, June and September 2021, Tradeweb Markets Inc. paid quarterly cash
dividends to holders of Class A common stock and Class B common stock in an
aggregate amount totaling $48.4 million during the nine months ended September
30, 2021.
Cash Distributions
On October 26, 2021, Tradeweb Markets Inc., as the sole manager, approved a
distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc.,
in an aggregate amount of $32.1 million, as adjusted by required state and local
tax withholdings that will be determined prior to the record date of December 1,
2021, payable on December 13, 2021.
In March, June and September 2021, TWM LLC made a quarterly cash distribution to
its equityholders in an aggregate amount totaling $52.8 million during the nine
months ended September 30, 2021, including distributions to Tradeweb Markets
Inc. totaling $45.8 million and distributions to non-controlling interests
totaling $7.0 million. The proceeds of the cash distributions were used by
Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.
Share Repurchase Program
On February 4, 2021, we announced that our board of directors authorized a new
share repurchase program (the "Share Repurchase Program"), primarily to offset
annual dilution from stock-based compensation plans. The Share Repurchase
Program authorizes the purchase of up to $150.0 million of our Class A common
stock at the Company's discretion through the end of fiscal year 2023. The Share
Repurchase Program will be effected primarily through regular open-market
purchases (which may include repurchase plans designed to comply with Rule
10b5-1). The amounts and timing of the repurchases will be subject to general
market conditions and the prevailing price and trading volumes of our Class A
common stock. The Share Repurchase Program does not require the Company to
acquire a specific number of shares and may be suspended, amended or
discontinued at any time. The Company began buying back shares pursuant to the
Share Repurchase Program during the second quarter of 2021. During the nine
months ended September 30, 2021, the Company repurchased 757,813 shares of Class
A common stock, at an average price of $84.03, for purchases totaling $63.7
million.
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Other Share Repurchases
In addition to the Share Repurchase Program discussed above, we may also
withhold shares to cover the payroll tax withholding obligations upon the
exercise of stock options and vesting of restricted stock units.
During the nine months ended September 30, 2021 and 2020, the Company withheld
831,738 and 1,442,155 shares, respectively, of common stock from employee stock
option, PRSU and RSU awards, at an average price per share of $68.02 and $49.82,
respectively, and an aggregate value of $56.6 million and $71.8 million,
respectively, based on the price of the Class A common stock on the date the
relevant withholding occurred.
Indebtedness
As of September 30, 2021 and December 31, 2020, we had no outstanding
indebtedness.
On April 8, 2019, TWM LLC entered into the Revolving Credit Facility with a
syndicate of banks. The Revolving Credit Facility was subsequently amended on
November 7, 2019. The Revolving Credit Facility provides $500.0 million of
borrowing capacity to be used to fund our ongoing working capital needs, letters
of credit and for general corporate purposes, including potential future
acquisitions and expansions. As of September 30, 2021, there were $0.5 million
in letters of credit issued under the Revolving Credit Facility and no drawn
amounts outstanding. The Revolving Credit Facility will mature on April 8, 2024.
The credit agreement that governs the Revolving Credit Facility contains a
number of covenants that, among other things and subject to certain exceptions,
restrict the ability of TWM LLC and the ability of its restricted subsidiaries
to incur additional indebtedness, pay dividends or distributions, make
investments and enter into certain other transactions. As of September 30, 2021,
we were in compliance with all the covenants set forth in the Revolving Credit
Facility.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources - Factors Influencing
Our Liquidity and Capital Resources - Indebtedness" in Part II of our 2020 Form
10-K for additional details regarding the terms, restrictions and covenants
applicable to our Revolving Credit Facility.
Capital Requirements
Certain of our U.S. subsidiaries are registered as broker-dealers, SEFs or
introducing brokers and are subject to the applicable rules and regulations of
the SEC and CFTC. These rules contain minimum net capital or other financial
resource requirements, as defined in the applicable regulations. These rules may
also require a significant part of the registrants' assets be kept in relatively
liquid form. Certain of our foreign subsidiaries are regulated by the Financial
Conduct Authority in the UK, the Nederlandsche Bank in the Netherlands, the
Japanese Financial Services Agency, the Japanese Securities Dealers Association
and other foreign regulators, and must maintain financial resources, as defined
in the applicable regulations, in excess of the applicable financial resources
requirement. As of September 30, 2021 and December 31, 2020, each of our
regulated subsidiaries had maintained sufficient net capital or financial
resources to at least satisfy their minimum requirements, which in aggregate
were $64.0 million and $65.1 million, respectively. We maintain capital balances
in these subsidiaries in excess of our minimum requirements in order to satisfy
working capital needs and to ensure that we have enough cash on hand to satisfy
margin requirements and credit risk, including the excess capital expectations
of our clients.
Fails to Deliver/Fails to Receive
At times, transactions executed on our wholesale platform fail to settle due to
the inability of a transaction party to deliver or receive the transacted
security. Until the failed transaction settles, we will recognize a receivable
from (and a matching payable to) brokers and dealers and clearing organizations
for the proceeds from the unsettled transaction. The impact on our liquidity and
capital resources is minimal as receivables and payables for failed transactions
are usually recognized simultaneously and predominantly offset.
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Working Capital
Working capital is defined as current assets minus current liabilities. Current
assets consist of cash and cash equivalents, restricted cash, receivable from
brokers and dealers and clearing organizations, deposits with clearing
organizations, accounts receivable and receivable from affiliates. Current
liabilities consist of payable to brokers and dealers and clearing
organizations, accrued compensation, deferred revenue, accounts payable, accrued
expenses and other liabilities, employee equity compensation payable, lease
liability, payable to affiliates and tax receivable agreement liability. Changes
in working capital, which impact our cash flows provided by operating
activities, can vary depending on factors such as delays in the collection of
receivables, changes in our operating performance, changes in trading patterns,
changes in client billing terms and other changes in the demand for our
platforms and solutions.
Our working capital as of September 30, 2021 and December 31, 2020 was as
follows:
                                                                          September 30,           December 31,
                                                                              2021                    2020

                                                                                     (in thousands)
Cash and cash equivalents                                               $      821,905          $     791,280
Restricted cash                                                                  1,000                  1,000
Receivable from brokers and dealers and clearing organizations                  33,950                    368
Deposits with clearing organizations                                            24,396                 11,671
Accounts receivable                                                            133,351                105,286
Receivable from affiliates                                                       2,806                    111
Total current assets                                                         1,017,408                909,716
Payable to brokers and dealers and clearing organizations                       33,828                    252
Accrued compensation                                                           113,038                129,288
Deferred revenue                                                                29,780                 23,193
Accounts payable, accrued expenses and other liabilities                        38,031                 42,077
Employee equity compensation payable                                                 -                  1,900
Lease liability                                                                  8,157                 10,813
Payable to affiliates                                                            3,390                  5,142
Tax receivable agreement liability                                               9,983                 16,832
Total current liabilities                                                      236,207                229,497
Total working capital                                                   $      781,201          $     680,219


Current Assets
Current assets increased to $1,017.4 million as of September 30, 2021 from
$909.7 million as of December 31, 2020 primarily due to an increase in cash and
cash equivalents (see "-Cash Flows " below), an increase in receivables from
brokers and dealers and clearing organizations resulting from a higher number of
fails to deliver as a result of increased unsettled wholesale platform
transactions and an increase in accounts receivable as a result of increased
revenues.
Current Liabilities
Current liabilities increased to $236.2 million as of September 30, 2021 from
$229.5 million as of December 31, 2020 primarily due to an increase in payable
to brokers and dealers and clearing organizations resulting from a higher number
of fails to deliver as a result of increased unsettled wholesale platform
transactions, partially offset by a decrease in accrued compensation as a result
of annual bonus payments which occurred during the nine months ended September
30, 2021.
See "-Capital Requirements" above for a discussion on how capital requirements
can impact our working capital.
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Cash Flows
Our cash flows for the nine months ended September 30, 2021 and 2020 were as
follows:
                                                                              Nine Months Ended
                                                                                September 30,
                                                                           2021               2020

                                                                               (in thousands)
Net cash provided by operating activities                              $ 386,370          $ 303,532
Net cash used in investing activities                                   (244,384)           (29,348)
Net cash used in financing activities                                   (110,444)           (56,063)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

                                                             (917)            (1,480)
Net increase (decrease) in cash, cash equivalents and restricted
cash                                                                   $  30,625          $ 216,641


Operating Activities
Operating activities consist primarily of net income adjusted for noncash items
that primarily include depreciation and amortization and stock-based
compensation expense. Cash flows from operating activities can fluctuate
significantly from period-to-period as working capital needs and the timing of
payments for accrued compensation (primarily in the first quarter) and other
items impact reported cash flows.
Net cash provided by operating activities for the nine months ended September
30, 2021 was $386.4 million, an increase of $82.8 million over the nine months
ended September 30, 2020, primarily driven by an increase in net income during
2021.
Investing Activities
Investing activities generally consist of software development costs,
investments in technology hardware, purchases of equipment and other tangible
assets, business acquisitions and investments.
Net cash used in investing activities was $244.4 million for the nine months
ended September 30, 2021, which consisted of $208.9 million in total net cash
paid related to the NFI Acquisition (net of cash acquired), $25.8 million of
capitalized software development costs and $9.7 million of purchases of
furniture, equipment, purchased software and leasehold improvements. Net cash
used in investing activities was $29.3 million for the nine months ended
September 30, 2020, which consisted of $22.9 million of capitalized software
development costs and $6.5 million of purchases of furniture, equipment,
purchased software and leasehold improvements.
Financing Activities
Net cash used in financing activities for the nine months ended September 30,
2021 was $110.4 million, and was primarily driven by $63.7 million in share
repurchases pursuant to the Share Repurchase Program and $48.4 million in cash
dividends to our Class A and Class B common stockholders, partially offset by
$15.4 million in net proceeds from stock-based compensation option exercises,
net of related stock-based compensation payroll tax payments for options, PRSUs
and RSUs. Net cash used in financing activities for the nine months ended
September 30, 2020 was $56.1 million, and was primarily driven by $42.9 million
in cash dividends to our Class A and Class B common stockholders.
Non-GAAP Financial Measures
Free Cash Flow
In addition to cash flow from operating activities presented in accordance with
GAAP, we use Free Cash Flow, a non-GAAP measure, to measure liquidity. Free Cash
Flow is defined as cash flow from operating activities less non-acquisition
related expenditures for capitalized software development costs and furniture,
equipment and leasehold improvements.
We present Free Cash Flow because we believe it is a useful indicator of
liquidity that provides information to management and investors about the amount
of cash generated from our core operations after non-acquisition related
expenditures for capitalized software development costs and furniture, equipment
and leasehold improvements.
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Free Cash Flow has limitations as an analytical tool, and you should not
consider Free Cash Flow in isolation or as an alternative to cash flow from
operating activities or any other liquidity measure determined in accordance
with GAAP. You are encouraged to evaluate each adjustment. In addition, in
evaluating Free Cash Flow, you should be aware that in the future, we may incur
expenditures similar to the adjustments in the presentation of Free Cash Flow.
In addition, Free Cash Flow may not be comparable to similarly titled measures
used by other companies in our industry or across different industries.
The table set forth below presents a reconciliation of our cash flow from
operating activities to Free Cash Flow for the nine months ended September 30,
2021 and 2020:

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