TRADEWEB MARKETS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-K)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the sections titled "Introductory
Note" and our audited consolidated financial statements and related notes and
other information included elsewhere in this Annual Report on Form 10-K. 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 sections titled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" included elsewhere in
this Annual Report on Form 10-K.

The following discussion includes a comparison of our Financial Results, Cash
Flow Comparisons and Liquidity and Capital Resources for the years ended
December 31, 2021 and 2020, respectively. A discussion of changes in our
Financial Results, and Cash Flow Comparisons and Liquidity and Capital Resources
from the year ended December 31, 2020 to December 31, 2019 may be found in Part
II, Item 7. - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of our Annual Report on Form 10-K for the year ended
December 31, 2020.
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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 45
markets across over 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
has left the Company following a period of transition ending on January 4, 2022
(the "CFO Transition Period").

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"), such RSUs and PRSUs collectively referred to as the "CFO
Special Equity Awards," with grant date fair values totaling $3.9 million. See
Note 13 - Stock-Based Compensation Plans to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K 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, which was accelerated and amortized into expense over a
revised estimated service period ending on January 4, 2022 (the “Former CFO
Accelerated Stock-Based Compensation Expense”).

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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 year
ended December 31, 2021, we incurred a total of $1.3 million in GAAP stock-based
compensation expense relating to the CFO Special Equity Awards and $1.7 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.

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, nearly two years 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 are determined to minimize any future disruptive impact of COVID-19
on our business. 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 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.

As the COVID-19 pandemic continues to evolve, it may also have the effect of
heightening many of the risks described in Part I, Item 1A. - "Risk Factors" of
our Annual Report on 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 in 2022 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.
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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. See Part I, Item 1. - "Business -
Regulation." 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
President Biden's administration and its 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.
See Part I, Item 1. - "Business - Competition" for more detail on our
competitors.

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 II, Item 7A. - "Quantitative and
Qualitative Disclosures about Market Risk - Foreign Currency and Derivative
Risk" elsewhere in this Annual Report on Form 10-K.
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Recent Developments

Chairman of the Board of Directors

On February 16, 2022, we announced that Mr. Martin Brand, previously the
Chairman of our Board of Directors (the "Board"), stepped down as Chairman and
resigned from the Board effective February 11, 2022. Mr. Brand's resignation was
not the result of any disagreement with the Company.

In connection with Mr. Brand's resignation, the Board elected Mr. Lee Olesky,
our co-founder and CEO and a member of the Board since March 2019, as Chairman
of the Board, effective February 11, 2022. Ms. Paula Madoff, who has also served
on the Board since March 2019, was elected Lead Independent Director effective
February 11, 2022.

CEO Transition

On February 16, 2022, we announced that Mr. Olesky will retire as CEO of the
Company effective December 31, 2022. On February 11, 2022, the Board elected our
President, Mr. Billy Hult, to succeed Mr. Olesky as CEO of the Company,
effective January 1, 2023. Mr. Olesky will stay on with the Company in the
position of Chairman of the Board, and accordingly will continue to serve in his
capacity as a director of the Company.

During 2022, we currently expect that approximately $7.7 million in unamortized
stock-based compensation associated with equity awards previously granted to Mr.
Olesky, or contractually obligated to be granted to Mr. Olesky in 2022, will be
accelerated into expense in 2022 (the "CEO Retirement Accelerated Stock-Based
Compensation Expense"). While Mr. Olesky will retire as CEO effective
December 31, 2022, the CEO Retirement Accelerated Stock-Based Compensation
Expense will be amortized over a revised estimated service period ending on
August 11, 2022, the date that ends his required six month notice period under
our 2019 Omnibus Equity Incentive Plan. The CEO Retirement 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.

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. 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.

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 to support our revenue and earnings
growth. 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. 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 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.

Net Interest Income (Expense)

Interest income consists of interest earned from our cash deposited with large
commercial banks and money market funds. Beginning with the second quarter of
2019, interest expense consists of commitment fees payable on, and, if
applicable, interest payable on any borrowings outstanding under, the Revolving
Credit Facility.

Income Taxes

Beginning with the second quarter of 2019, we became 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 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 December 31, 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 Years Ended December 31, 2021 and December 31, 2020

The following table sets forth a summary of our statements of income for the
years ended December 31, 2021 and 2020:

                                                                  Year Ended
                                                                 December 31,
                                                            2021                 2020             $ Change             % Change

                                                            (dollars in thousands)
Total revenue                                         $   1,076,447          $ 892,659          $ 183,788                    20.6  %
Total expenses                                              717,619            629,304             88,315                    14.0  %
Operating income                                            358,828            263,355             95,473                    36.3  %
Tax receivable agreement liability adjustment                12,745             11,425              1,320                    11.6  %
Net interest income (expense)                                (1,590)              (316)            (1,274)                  403.2  %
Income before taxes                                         369,983            274,464             95,519                    34.8  %
Provision for income taxes                                  (96,875)           (56,074)           (40,801)                   72.8  %
Net income                                                  273,108            218,390             54,718                    25.1  %
Less: Net income attributable to
non-controlling interests                                    46,280             52,094             (5,814)                  (11.2) %
Net income attributable to Tradeweb Markets
Inc.                                                  $     226,828          $ 166,296          $  60,532                    36.4  %


Revenues

Our revenues for the years ended December 31, 2021 and 2020, and the resulting
dollar and percentage changes, were as follows:

                                                                    Year Ended
                                                                   December 31,
                                                 2021                                         2020
                                                         % of Total                                  % of Total
                                      $                   Revenue                  $                  Revenue               $ Change             % Change

                                                              (dollars in thousands)
Revenues
Transaction fees and
commissions                     $   846,354                     78.6  %       $ 681,588                     76.4  %       $ 164,766                   24.2  %
Subscription fees (1)               219,609                     20.4            202,064                     22.6             17,545                    8.7  %
Other                                10,484                      1.0              9,007                      1.0              1,477                   16.4  %
Total revenue                   $ 1,076,447                    100.0  %       $ 892,659                    100.0  %       $ 183,788                   20.6  %

Components of total revenue growth:
Constant currency growth
(2)                                                                                                                                                   19.3  %
Foreign currency impact                                                                                                                                1.3  %
Total revenue growth                                                                                                                                  20.6  %


(1)Subscription fees for the years ended December 31, 2021 and 2020 include
$61.2 million and $59.7 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 $183.8 million increase in revenue is related to a
$164.8 million increase in transaction fees and commissions to $846.4 million
for the year ended December 31, 2021 from $681.6 million for the year ended
December 31, 2020, primarily due to increased volumes and fees for U.S. and
European corporate bonds, rates derivatives products and U.S. government bonds.
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Our total revenue by asset class for the years ended December 31, 2021 and 2020,
and the resulting dollar and percentage changes, were as follows:

                             Year Ended
                            December 31,
                        2021             2020         $ Change       % Change

                       (dollars in thousands)
Revenues
Rates              $     562,878      $ 476,327      $  86,551         18.2  %
Credit                   292,437        212,554         79,883         37.6  %
Equities                  71,076         61,709          9,367         15.2  %
Money Markets             44,294         42,620          1,674          3.9  %
Market Data               82,142         76,521          5,621          7.3  %
Other                     23,620         22,928            692          3.0  %
Total revenue      $   1,076,447      $ 892,659      $ 183,788         20.6  %


Our variable and fixed revenues by asset class for the years ended December 31,
2021 and 2020, and the resulting dollar and percentage changes, were as follows:

                                                         Year Ended
                                                        December 31,
                                         2021                                  2020                                $ Change                               % Change
                              Variable            Fixed             Variable            Fixed             Variable            Fixed             Variable               Fixed

                                                   (dollars in thousands)
Revenues
Rates                       $ 338,395          $ 224,483          $ 270,826
         $ 205,501          $  67,569          $ 18,982                  24.9  %              9.2  %
Credit                        266,367             26,070            189,789             22,765             76,578             3,305                  40.3  %             14.5  %
Equities                       60,579             10,497             51,536             10,173              9,043               324                  17.5  %              3.2  %
Money Markets                  27,884             16,410             26,308             16,312              1,576                98                   6.0  %              0.6  %
Market Data                         -             82,142                  -             76,521                  -             5,621                     -                 7.3  %
Other                               -             23,620                  -             22,928                  -               692                     -                 3.0  %
Total revenue               $ 693,225          $ 383,222          $ 538,459          $ 354,200          $ 154,766          $ 29,022                  28.7  %              8.2  %


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 $86.6 million or 18.2%
to $562.9 million for the year ended December 31, 2021 compared to $476.3
million
for the year ended December 31, 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 $79.9 million or 37.6%
to $292.4 million for the year ended December 31, 2021 compared to $212.6
million for the year ended December 31, 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 $9.4 million or
15.2% to $71.1 million for the year ended December 31, 2021 compared to $61.7
million for the year ended December 31, 2020 primarily due to variable
transaction fees and commissions on higher trading volumes for U.S. and European
ETFs.

Money Markets. Revenues from our money markets asset class increased by $1.7
million or 3.9% to $44.3 million for the year ended December 31, 2021 compared
to $42.6 million for the year ended December 31, 2020 primarily due to variable
transaction fees and commissions on higher trading volumes for repurchase
agreements, partially offset by lower revenues from certificates of deposit.

Market Data. Revenues from our market data asset class increased by $5.6 million
or 7.3% to $82.1 million for the year ended December 31, 2021 compared to $76.5
million for the year ended December 31, 2020. The increase was derived from
increased third party market data fees, Refinitiv market data fees and revenue
from our APA reporting service.
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Other. Revenues from our other asset class increased by $0.7 million or 3.0%, to
$23.6 million for the year ended December 31, 2021 compared to $22.9 million for
the year ended December 31, 2020 primarily due to increased fees from retail
client fee minimums.

We generate revenue from a diverse portfolio of client sectors. Our total
revenue by client sector for the years ended December 31, 2021 and 2020, and the
resulting dollar and percentage changes, were as follows:

                             Year Ended
                            December 31,
                        2021             2020         $ Change       % Change

                       (dollars in thousands)
Revenues
Institutional      $     668,812      $ 554,330      $ 114,482         20.7  %
Wholesale                254,927        185,456         69,471         37.5  %
Retail                    70,566         76,352         (5,786)        (7.6) %
Market Data               82,142         76,521          5,621          7.3  %
Total revenue      $   1,076,447      $ 892,659      $ 183,788         20.6  %


Institutional. Revenues from our institutional client sector increased by $114.5
million or 20.7% to $668.8 million for the year ended December 31, 2021 from
$554.3 million for the year ended December 31, 2020. The increase was derived
primarily from increased volumes for rates derivatives products, U.S. and
European corporate bonds, U.S. and European government bonds and ETFs.

Wholesale. Revenues from our wholesale client sector increased by $69.5 million
or 37.5% to $254.9 million for the year ended December 31, 2021 from $185.5
million for the year ended December 31, 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 $5.8 million or 7.6%
to $70.6 million for the year ended December 31, 2021 from $76.4 million for the
year ended December 31, 2020. The decrease was derived primarily from lower
revenues from certificates of deposit and U.S. corporate bonds, partially offset
by increased fees from structured products.

Market Data. Revenues from our market data client sector increased by $5.6
million or 7.3% to $82.1 million for the year ended December 31, 2021 from $76.5
million for the year ended December 31, 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 years ended December 31,
2021 and 2020, and the resulting dollar and percentage changes, were as follows:

                             Year Ended
                            December 31,
                        2021             2020         $ Change       % Change

                       (dollars in thousands)
Revenues
U.S.               $     673,223      $ 570,064      $ 103,159         18.1  %
International            403,224        322,595         80,629         25.0  %
Total revenue      $   1,076,447      $ 892,659      $ 183,788         20.6  %


U.S. Revenues from U.S. clients increased by $103.2 million or 18.1% to $673.2
million for the year ended December 31, 2021 from $570.1 million for the year
ended December 31, 2020 primarily due to higher revenues for U.S. corporate
bonds and U.S. government bonds.

International. Revenues from International clients increased by $80.6 million or
25.0% to $403.2 million for the year ended December 31, 2021 from $322.6 million
for the year ended December 31, 2020 primarily due to higher revenues for rates
derivatives products, European corporate bonds and ETFs. Fluctuations in foreign
currency rates for the year ended December 31, 2021 increased our International
total revenue by $11.4 million.
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Operating Expenses

Our expenses for the years ended December 31, 2021 and 2020 were as follows:

                                                     Year Ended
                                                    December 31,
                                                 2021              2020         $ Change      % Change

                                               (dollars in thousands)

Employee compensation and benefits $ 407,260 $ 349,658

   $ 57,602         16.5  %
Depreciation and amortization                  171,308            153,789        17,519         11.4  %
Technology and communications                   56,189             47,500         8,689         18.3  %
General and administrative                      32,153             34,822        (2,669)        (7.7) %
Professional fees                               36,181             28,875         7,306         25.3  %
Occupancy                                       14,528             14,660          (132)        (0.9) %
Total expenses                            $    717,619          $ 629,304      $ 88,315         14.0  %


Employee Compensation and Benefits. Expenses related to employee compensation
and benefits increased by $57.6 million or 16.5% to $407.3 million for the year
ended December 31, 2021 from $349.7 million for the year ended December 31,
2020. The increase was primarily due to increases in incentive compensation and
commissions tied to operating performance and salaries and benefits as a result
of increased employee headcount.

Depreciation and Amortization. Expenses related to depreciation and amortization
increased by $17.5 million or 11.4% to $171.3 million for the year ended
December 31, 2021 from $153.8 million for the year ended December 31, 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 Note 2 - Significant Accounting Policies - Pushdown
Accounting, to our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K). 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 $8.7 million or 18.3% to $56.2 million for the year ended December
31, 2021 from $47.5 million for the year ended December 31, 2020. The increase
was primarily due to increased clearance, data and client service fees driven
primarily by higher trading volumes period over period and increased investment
in our data strategy and cybersecurity.

General and Administrative. Expenses related to general and administrative costs
decreased by $2.7 million or 7.7% to $32.2 million for the year ended December
31, 2021 from $34.8 million for the year ended December 31, 2020. The decrease
was primarily due to foreign exchange. Realized and unrealized foreign currency
gains totaled $5.0 million during the year ended December 31, 2021 as compared
to $5.0 million in losses during the year ended December 31, 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. The decrease
was primarily offset by higher travel and entertainment expenses, as COVID-19
contributed to a reduction in expenses during 2020 and early 2021.

Professional Fees. Expenses related to professional fees increased by $7.3
million or 25.3% to $36.2 million for the year ended December 31, 2021 from
$28.9 million for the year ended December 31, 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 remained relatively flat at $14.5
million for the year ended December 31, 2021 as compared to $14.7 million for
the year ended December 31, 2020.

Tax Receivable Agreement Liability Adjustment

The tax receivable agreement liability adjustment increased by $1.3 million to
$12.7 million for the year ended December 31, 2021 from $11.4 million for the
year ended December 31, 2020, due to changes in the tax receivable agreement
liability recorded in our 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.
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Net Interest Income (Expense)

Net interest expense increased by $1.3 million to $1.6 million for the year
ended December 31, 2021 from $0.3 million for the year ended December 31, 2020
due to a decrease in annual interest rates.

Income Taxes

Income tax expense increased by $40.8 million to $96.9 million for the year
ended December 31, 2021 from $56.1 million for the year ended December 31, 2020.
The provision for income taxes includes U.S. federal, state, local, and foreign
taxes. The effective tax rate for the year ended December 31, 2021 was
approximately 26.2%, compared with 20.4% for the year ended December 31, 2020.
The effective tax rate for the year ended December 31, 2021 differed from the
U.S. federal statutory rate of 21.0% primarily due to state and local taxes
including the tax impact of state apportionment rate changes on total tax
expense as a result of the remeasurement of the Company's net deferred asset,
partially offset by the effect of non-controlling interests and the tax impact
of the exercise of equity compensation. The effective tax rate for the year
ended December 31, 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 exercise of equity compensation, partially offset by state, local and
foreign taxes.

Effects of Inflation

While inflation may impact our revenues and operating expenses, we believe the
effects of inflation, if any, on our results of operations and financial
condition have not been significant. However, there can be no assurance that our
results of operations and financial condition will not be materially impacted by
inflation in the future.

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
on hand, 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.

We expect to fund our short and long-term 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 December 31, 2021 and 2020, we had cash and cash equivalents of
approximately $972.0 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. See "Risk Factors -
Risks Relating to our Organizational Structure and Governance - Our principal
asset is our equity interest in TWM LLC, and, accordingly, we depend on
distributions from TWM LLC to pay our taxes and expenses, including payments
under the Tax Receivable Agreement" and "Risk Factors - Risks Relating to
Ownership of our Class A Common Stock - We intend to continue to pay regular
dividends on our Class A common stock and Class B common stock, but our ability
to do so may be limited."

Cash Dividends

On February 2, 2022, 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 first quarter of 2022. This dividend will be payable on March 15,
2022 to stockholders of record as of March 1, 2022.

During 2021, Tradeweb Markets Inc. paid quarterly cash dividends of $0.08 per
share to holders of Class A common stock and Class B common stock, in an
aggregate amount totaling $64.6 million.

Cash Distributions

On February 1, 2022, 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 $16.7 million, as adjusted by required state and local
tax withholdings as well as increases in Tradeweb Markets Inc. shares, that will
be determined prior to the record date of March 1, 2022, payable on March 11,
2022.

During 2021, TWM LLC made a quarterly cash distribution to its equityholders in
an aggregate amount totaling $84.8 million, including distributions to Tradeweb
Markets Inc. totaling $73.7 million and distributions to non-controlling
interests totaling $11.1 million. The proceeds of the cash distributions were
used by Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.
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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 purchasing shares pursuant to the
Share Repurchase Program during the second quarter of 2021. During the year
ended December 31, 2021, the Company acquired a total of 901,968 shares of Class
A common stock, at an average price of $83.90, for purchases totaling $75.7
million.

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 PRSUs and RSUs.

During the years ended December 31, 2021 and 2020, the Company withheld 983,072
and 1,509,321 shares, respectively, of common stock from employee stock option,
PRSU and RSU awards, at an average price per share of $72.25 and $50.47,
respectively, and an aggregate value of $71.0 million and $76.2 million,
respectively, based on the price of the Class A common stock on the date the
relevant withholding occurred.

Tax Receivable Agreement

We are obligated to make payments under the Tax Receivable Agreement. See Note
10 - Tax Receivable Agreement to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for additional details
regarding the requirements for these payments. Although the actual timing and
amount of any payments that may be made under the Tax Receivable Agreement will
vary, we expect the payments required 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. As
of December 31, 2021, total amounts due to the Continuing LLC Owners under the
Tax Receivable Agreement were $412.4 million, substantially all due to be paid
over 15 years. The first payment of the Tax Receivable Agreement was made in
January 2021.

Liabilities under the Tax Receivable Agreement include amounts to be paid to
Continuing LLC Owners, assuming we will have sufficient taxable income over the
term of the Tax Receivable Agreement to utilize the related tax benefits. In
determining the estimated timing of payments, the current year's taxable income
is used to extrapolate an estimate of future taxable income. As of December 31,
2021, we had the following obligations expected to be paid pursuant to the Tax
Receivable Agreement:
                                                                                           Payments due by period
                                                                Less than 1                                                       More than 5
                                               Total               year              1 to 3 years           3 to 5 years             years

                                                                                      (in thousands)
Tax receivable agreement liability          $ 412,449          $    9,078   

$ 92,228 $ 51,787 $ 259,356


In addition to the above, our tax receivable agreement liability and future
payments thereunder are expected to increase as we realize (or are deemed to
realize) an increase in tax basis of TWM LLC's assets resulting from any future
purchases, redemptions or exchanges of LLC Interests from Continuing LLC Owners.
We currently expect to fund these future tax receivable agreement liability
payments from some of the realized cash tax savings as a result of this increase
in tax basis.

Indebtedness

As of December 31, 2021 and 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 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.
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The Revolving Credit Facility permits borrowings of up to $500.0 million by TWM
LLC. Subject to the satisfaction of certain conditions, we will be able to
increase the Revolving Credit Facility by $250.0 million with the consent of
lenders participating in the increase. The Revolving Credit Facility provides
for the issuance of up to $5.0 million of letters of credit as well as
borrowings on same-day notice, referred to as swingline loans, in an amount of
up to $30.0 million. The Revolving Credit Facility will mature on April 8, 2024.

As of December 31, 2021, there were $0.5 million in letters of credit issued
under the Revolving Credit Facility and no borrowings outstanding. As of
December 31, 2021, we had availability of $499.5 million.

Under the terms of the credit agreement that governs the Revolving Credit
Facility, borrowings under the Revolving Credit Facility bear interest at a rate
equal to, at our option, either (a) a base rate equal to the greatest of (i) the
administrative agent's prime rate, (ii) the federal funds effective rate plus ½
of 1.0% and (iii) one month LIBOR plus 1.0%, in each case plus 0.75%, or (b)
LIBOR plus 1.75%, subject to a 0.00% floor. The credit agreement also requires
that we pay a commitment fee of 0.25% for available but unborrowed amounts. We
are also required to pay customary letter of credit fees and agency fees.

We have the option to voluntarily repay outstanding loans at any time without
premium or penalty other than customary "breakage" costs with respect to LIBOR
loans.

There will be no scheduled amortization under the Revolving Credit Facility. The
principal amount outstanding will be due and payable in full at maturity.

Obligations under the Revolving Credit Facility are guaranteed by our existing
and future direct and indirect material wholly-owned domestic subsidiaries,
subject to certain exceptions. The Revolving Credit Facility is secured by a
first-priority security interest in substantially all of the assets of TWM LLC
and the guarantors under the facility, subject to certain exceptions.

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 and guarantee indebtedness;

•create or incur liens;

•pay dividends and distributions or repurchase capital stock;

•make investments, loans and advances; and

•enter into certain transactions with affiliates.

The Revolving Credit Facility contains a financial covenant requiring compliance
with a (i) maximum total net leverage ratio tested on the last day of each
fiscal quarter not to exceed 3.5 to 1.0 (increasing to 4.0 to 1.0 for the
four-quarter period following a material acquisition and the fiscal quarter in
which such material acquisition is consummated) and (ii) minimum cash interest
coverage ratio tested on the last day of each fiscal quarter not less than 3.0
to 1.0.

The credit agreement that governs the Revolving Credit Facility also contains
certain affirmative covenants and events of default customary for facilities of
this type, including relating to a change of control. If an event of default
occurs, the lenders under the Revolving Credit Facility will be entitled to take
various actions, including the acceleration of amounts due under the Revolving
Credit Facility and all actions permitted to be taken by secured creditors under
applicable law.

As of December 31, 2021, we were in compliance with all the covenants set forth
in the Revolving Credit Facility.

Operating Lease Obligations

We have operating leases for corporate offices and data centers with initial
lease terms ranging from one to 10 years. Our operating lease obligations are
primarily related to rental payments under lease agreements for office space in
the United States and the United Kingdom through December 2027. The lease for
our New York headquarters expires in December 2022 and a new lease has not yet
been finalized. As of December 31, 2021, our operating lease liabilities totaled
$24.3 million, with payments pursuant to these obligations due within the next
twelve months and thereafter totaling $8.1 million and $17.8 million,
respectively.
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Other Cash and Liquidity 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 FCA 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
December 31, 2021 and 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 $66.7 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. The FICC and some of
our clearing brokers require us to post collateral on unsettled positions,
included within deposits with clearing organizations in our consolidated
statements of financial condition. Collateral amounts are marked to market on a
daily basis, requiring us to pay or receive margin amounts as part of the daily
funds settlement. Margin call requirements can vary significantly across periods
based on daily market changes and may represent a significant and unpredictable
use of our liquidity.

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. However, from
time to time, we enter into repurchase and/or reverse repurchase agreements to
facilitate the clearance of securities relating to fails to deliver or receive.
Credit exposure related to these agreements to repurchase, including the risk
related to a decline in market value of collateral (pledged or received), is
managed by entering into agreements to repurchase with overnight or short-term
maturity dates and only entering into repurchase transactions with netting
members of the FICC. The FICC operates a continuous net settlement system,
whereby as trades are submitted and compared, the FICC becomes the counterparty.

Our business also requires continued investment in our technology for product
innovation, proprietary technology architecture, operational reliability and
cybersecurity. We expect total capital expenditures and software development
costs for fiscal 2022 to be between $62.0 million and $68.0 million, compared to
expenditures of $51.0 million in fiscal 2021, with the increase primarily driven
by technology investments. We expect approximately 20% of our 2022 capital
expenditures to be non-recurring.

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.
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Our working capital as of December 31, 2021 and 2020 was as follows:

                                                                                  December 31,
                                                                            2021                2020

                                                                                 (in thousands)
Cash and cash equivalents                                               $  972,048          $ 791,280
Restricted cash                                                              1,000              1,000
Receivable from brokers and dealers and clearing organizations                   -                368
Deposits with clearing organizations                                        20,523             11,671
Accounts receivable                                                        129,937            105,286
Receivable from affiliates                                                   3,313                111
Total current assets                                                     1,126,821            909,716
Payable to brokers and dealers and clearing organizations                        -                252
Accrued compensation                                                       154,824            129,288
Deferred revenue                                                            24,930             23,193
Accounts payable, accrued expenses and other liabilities                    38,214             42,077
Employee equity compensation payable                                             -              1,900
Payable to affiliates                                                        4,860              5,142
Current portion of:
Lease liabilities                                                            7,534             10,813
Tax receivable agreement liability                                           9,078             16,832
Total current liabilities                                                  239,440            229,497
Total working capital                                                   $  887,381          $ 680,219


Current Assets

Current assets increased to $1.1 billion as of December 31, 2021 from $909.7
million as of December 31, 2020 primarily due to an increase in cash and cash
equivalents (see "-Cash Flows" below) and accounts receivable as a result of
increased revenues and earnings.

Current Liabilities

Current liabilities increased to $239.4 million as of December 31, 2021 from
$229.5 million as of December 31, 2020 primarily due to an increase in accrued
compensation.

See “-Other Cash and Liquidity Requirements” above for a discussion on how
capital requirements can impact our working capital.

Cash Flows

Our cash flows for the years ended December 31, 2021, 2020 and 2019 were as
follows:

                                                                                 Year Ended
                                                                                December 31,
                                                                 2021               2020               2019

                                                                               (in thousands)
Net cash provided by operating activities                    $ 578,021          $ 443,234          $ 311,003
Net cash used in investing activities                         (259,110)           (62,536)           (44,462)
Net cash used in financing activities                         (136,100)           (52,693)          (218,142)
Effect of exchange rate changes on cash, cash
equivalents and restricted cash                                 (2,043)             2,564              2,008
Net increase (decrease) in cash, cash equivalents and
restricted cash                                              $ 180,768          $ 330,569          $  50,407


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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 year ended December 31, 2021
was $578.0 million, and was primarily driven by an increase in revenue.

Net cash provided by operating activities for the year ended December 31, 2020
was $443.2 million, and was primarily driven by an increase in revenue and a
decrease in cash taxes.

Net cash provided by operating activities for the year ended December 31, 2019
was $311.0 million, and was primarily driven by an increase in revenue.

Investing Activities

Investing activities consist primarily 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 $259.1 million for the year ended
December 31, 2021, which consisted of $207.8 million in total net cash paid
related to the NFI Acquisition (net of cash acquired), $34.5 million of
capitalized software development costs and $16.9 million of purchases of
furniture, equipment, purchased software and leasehold improvements.

Net cash used in investing activities was $62.5 million for the year ended
December 31, 2020, which consisted of $31.0 million of capitalized software
development costs, a $20.0 million purchase of an equity investment and $11.5
million of purchases of furniture, equipment, purchased software and leasehold
improvements.

Net cash used in investing activities was $44.5 million for the year ended
December 31, 2019, which consisted of $28.7 million of capitalized software
development costs and $15.8 million of purchases of furniture, equipment,
purchased software and leasehold improvements.

Financing Activities

Financing activities consist primarily of repurchases of our Class A stock,
purchases of LLC Interests and cash dividends to our Class A common stockholders
and Class B common stockholders.

Net cash used in financing activities for the year ended December 31, 2021 was
$136.1 million, and was primarily driven by $75.7 million in share repurchases
pursuant to the Share Repurchase Program and $64.6 million in cash dividends to
our Class A and Class B common stockholders, partially offset by $22.1 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 year ended December 31, 2020 was
$52.7 million, and was primarily driven by $626.3 million in purchases of LLC
Interests and shares of Class A common stock from certain Bank Stockholders and
members of management using the net proceeds from the April 2020 follow-on
offering, $58.1 million in cash dividends to our Class A and Class B common
stockholders, and $16.8 million in capital distributions to non-controlling
interests, partially offset by $24.7 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 year ended December 31, 2019 was
$218.1 million, and was primarily driven by $1,971.2 million in purchases of LLC
Interests and shares of Class A common stock from certain Bank Stockholders and
members of management using the net proceeds from the IPO and the October 2019
follow-on offering, $120.0 million in pre-IPO capital distributions which
includes a one-time distribution of $100.0 million paid to the Original LLC
Owners in connection with the IPO, $38.3 million in capital distributions to
non-controlling interests and $35.9 million in cash dividends to our Class A and
Class B common stockholders.
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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.

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 years ended December 31, 2021,
2020 and 2019:

                                                                                  Year Ended
                                                                                 December 31,
                                                                  2021               2020               2019

                                                                                (in thousands)
Cash flow from operating activities                           $ 578,021          $ 443,234          $ 311,003
Less: Capitalization of software development costs              (34,470)           (31,046)           (28,681)
Less: Purchases of furniture, equipment and leasehold
improvements                                                    (16,878)           (11,490)           (15,781)
Free Cash Flow                                                $ 526,673          $ 400,698          $ 266,541

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin,
Adjusted Net Income and Adjusted Diluted EPS

In addition to net income and net income attributable to Tradeweb Markets Inc.,
each presented in accordance with GAAP, we present Adjusted EBITDA, Adjusted
EBITDA margin, Adjusted EBIT and Adjusted EBIT margin as non-GAAP measures of
our operating performance and Adjusted Net Income and Adjusted Net Income per
diluted share ("Adjusted Diluted EPS") as non-GAAP measures of our
profitability.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin

Adjusted EBITDA is defined as net income before net interest income/expense,
provision for income taxes and depreciation and amortization, adjusted for the
impact of certain other items, including transaction and other costs related to
the NFI Acquisition, certain stock-based compensation expense and related
payroll taxes, tax receivable agreement liability adjustments, unrealized gains
and losses from outstanding foreign currency forward contracts and gains and
losses from the revaluation of foreign denominated cash.

Adjusted EBIT is defined as net income before net interest income/expense and
provision for income taxes, adjusted for the impact of certain other items,
including transaction and other costs related to the NFI Acquisition, certain
stock-based compensation expense and related payroll taxes, tax receivable
agreement liability adjustments, depreciation and amortization related to
acquisitions and the Refinitiv Transaction, unrealized gains and losses from
outstanding foreign currency forward contracts and gains and losses from the
revaluation of foreign denominated cash.

Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA
and Adjusted EBIT, respectively, divided by revenue for the applicable period.

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We present Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted
EBIT margin because we believe they assist investors and analysts in comparing
our operating performance across reporting periods on a consistent basis by
excluding items that we do not believe are indicative of our core operating
performance. For example, we exclude non-cash stock-based compensation expense
associated with the Special Option Award and options awarded to management and
other employees following the IPO during 2019 as well as payroll taxes
associated with exercises of such options during the applicable period. We
believe it is useful to exclude this stock-based compensation expense and
associated payroll taxes because the amount of expense associated with the
Special Option Award and the post-IPO option awards in 2019 may not directly
correlate to the underlying performance of our business and will vary across
periods. We did not exclude any non-cash stock-based compensation expense
associated with options that may be awarded to management and other employees
during 2021. Beginning on August 30, 2021, we also exclude the non-cash Former
CFO Accelerated Stock-Based Compensation Expense discussed above under "- Trends
and Other Factors Impacting Our Performance - CFO Transition," and related
payroll taxes, as we do not consider this expense indicative of our core ongoing
operating performance. The Former CFO Accelerated Stock-Based Compensation
Expense was fully amortized by January 4, 2022. In addition, we exclude the tax
receivable agreement liability adjustments discussed below under "- Critical
Accounting Policies and Estimates - Tax Receivable Agreement." We believe it is
useful to exclude the tax receivable agreement liability adjustment because the
recognition of income during a period due to changes in the tax receivable
agreement liability recorded in our consolidated statement of financial
condition as a result of changes in the mix of earnings, tax legislation and tax
rates in various jurisdictions, or other factors that may impact our tax
savings, may not directly correlate to the underlying performance of our
business and will vary across periods. We also believe it is useful to exclude
the transaction and other costs related to the NFI Acquisition as costs related
to the acquisition are not indicative of our core operating performance. With
respect to Adjusted EBIT and Adjusted EBIT margin, we believe it is useful to
exclude the depreciation and amortization of tangible and intangible assets
resulting from acquisitions and the application of pushdown accounting to the
Refinitiv Transaction in order to facilitate a period-over-period comparison of
our financial performance.

Management and our board of directors use Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted EBIT and Adjusted EBIT margin to assess our financial
performance and believe it is helpful in highlighting trends in our core
operating performance, while other measures can differ significantly depending
on long-term strategic decisions regarding capital structure, the tax
jurisdictions in which we operate and capital investments. Further, our
executive incentive compensation is based in part on components of Adjusted
EBITDA and Adjusted EBITDA margin.

Adjusted Net Income and Adjusted Diluted EPS

We present Adjusted Net Income and Adjusted Diluted EPS for Tradeweb Markets
Inc. for post-IPO periods and Tradeweb Markets LLC for pre-IPO periods. As
discussed below, because Adjusted Net Income and Adjusted Diluted EPS give
effect to certain tax related adjustments to reflect an assumed effective tax
rate for all periods presented and, for post-IPO periods, assumes all LLC
Interests held by non-controlling interests are exchanged for shares of Class A
or Class B common stock, we believe that Adjusted Net Income and Adjusted
Diluted EPS for Tradeweb Markets Inc. and Tradeweb Markets LLC are comparable.

Adjusted Net Income is defined as net income attributable to Tradeweb Markets
Inc. assuming the full exchange of all outstanding LLC Interests held by
non-controlling interests for shares of Class A common stock or Class B common
stock of Tradeweb Markets Inc. (for post-IPO periods) and net income (for
pre-IPO periods), each adjusted for certain stock-based compensation expense and
related payroll taxes, tax receivable agreement liability adjustments,
transaction and other costs related to the NFI Acquisition, depreciation and
amortization related to acquisitions and the Refinitiv Transaction, unrealized
gains and losses from outstanding foreign currency forward contracts and gains
and losses from the revaluation of foreign denominated cash. Adjusted Net Income
also gives effect to certain tax related adjustments to reflect an assumed
effective tax rate and, for pre-IPO periods, assumes TWM LLC was subject to a
corporate tax rate for the periods presented. Adjusted Diluted EPS is defined as
Adjusted Net Income divided by the diluted weighted average number of shares of
Class A common stock and Class B common stock outstanding for the applicable
period (including the effect of potentially dilutive securities determined using
the treasury stock method), assuming the full exchange of all outstanding LLC
Interests held by non-controlling interests for shares of Class A common stock
or Class B common stock, for post-IPO periods, and the diluted weighted average
number of shares of TWM LLC outstanding for the applicable period (including the
effect of potentially dilutive securities determined using the treasury stock
method), for pre-IPO periods.
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We use Adjusted Net Income and Adjusted Diluted EPS as supplemental metrics to
evaluate our business performance in a way that also considers our ability to
generate profit without the impact of certain items. We exclude stock-based
compensation expense associated with the Special Option Award and the post-IPO
option awards in 2019 and payroll taxes associated with exercises of such
options, the Former CFO Accelerated Stock-Based Compensation Expense and related
payroll taxes, tax receivable agreement liability adjustments,
acquisition-related costs and acquisition and Refinitiv Transaction-related
depreciation and amortization for the reasons described above. Each of the
normal recurring adjustments and other adjustments described in the definition
of Adjusted Net Income helps to provide management with a measure of our
operating performance over time by removing items that are not related to
day-to-day operations or are non-cash expenses. In addition to excluding items
that are non-recurring or may not be indicative of our ongoing operating
performance, by assuming the full exchange of all outstanding LLC Interests held
by non-controlling interests, we believe that Adjusted Net Income and Adjusted
Diluted EPS for Tradeweb Markets Inc. facilitate comparisons with other
companies that have different organizational and tax structures, as well as
comparisons period over period, because it eliminates the effect of any changes
in net income attributable to Tradeweb Markets Inc. driven by increases in our
ownership of TWM LLC, which are unrelated to our operating performance.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin,
Adjusted Net Income and Adjusted Diluted EPS have limitations as analytical
tools, and you should not consider these non-GAAP financial measures in
isolation or as alternatives to net income attributable to Tradeweb Markets
Inc., net income, operating income, gross margin, earnings per share or any
other financial measure derived in accordance with GAAP. You are encouraged to
evaluate each adjustment and, as applicable, the reasons we consider it
appropriate for supplemental analysis. In addition, in evaluating Adjusted
EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted
Net Income and Adjusted Diluted EPS you should be aware that in the future, we
may incur expenses similar to the adjustments in the presentation of these
non-GAAP financial measures. Our presentation of Adjusted EBITDA, Adjusted
EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and
Adjusted Diluted EPS should not be construed as an inference that our future
results will be unaffected by unusual or non-recurring items. In addition,
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin,
Adjusted Net Income and Adjusted Diluted EPS may not be comparable to similarly
titled measures used by other companies in our industry or across different
industries.






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The table set forth below presents a reconciliation of net income to Adjusted
EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin for the
years ended December 31, 2021, 2020 and 2019:

                                                                                 Year Ended
                                                                                December 31,
                                                                 2021               2020               2019

                                                                           (dollars in thousands)
Net income                                                   $ 273,108          $ 218,390          $ 173,024
Acquisition transaction costs (1)                                5,073                  -                  -
Net interest (income) expense                                    1,590                316             (2,373)
Depreciation and amortization                                  171,308            153,789            139,330
Stock-based compensation expense (2)                            16,509             13,025             25,098
Provision for income taxes                                      96,875             56,074             52,302
Foreign exchange (gains) / losses (3)                           (4,702)             6,279             (1,085)
Tax receivable agreement liability adjustment (4)              (12,745)           (11,425)           (33,134)
Adjusted EBITDA                                              $ 547,016          $ 436,448          $ 353,162
Less: Depreciation and amortization                           (171,308)     

(153,789) (139,330)
Add: D&A related to acquisitions and the Refinitiv
Transaction (5)

                                                124,580            110,187             97,565
Adjusted EBIT                                                $ 500,288          $ 392,846          $ 311,397
Adjusted EBITDA margin (6)                                        50.8  %            48.9  %            45.5  %
Adjusted EBIT margin (6)                                          46.5  %            44.0  %            40.2  %


(1)Represents transaction and other costs related to the NFI Acquisition, which
closed in June 2021. Acquisition-related costs primarily include legal,
consulting and advisory fees and severance costs incurred that relate to the
acquisition transaction.
(2)Represents non-cash stock-based compensation expense associated with the
Special Option Award and post-IPO options awarded in 2019 and payroll taxes
associated with exercises of such options during the applicable period.
Beginning on August 30, 2021, this adjustment also includes the non-cash Former
CFO Accelerated Stock-Based Compensation Expense, and related payroll taxes,
which totaled $1.7 million during the year ended December 31, 2021.
(3)Represents unrealized gain or loss recognized on foreign currency forward
contracts and foreign exchange gain or loss from the revaluation of cash
denominated in a different currency than the entity's functional currency.
(4)Represents income recognized during the applicable period due to changes in
the tax receivable agreement liability recorded in the 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.
(5)Represents intangible asset and acquired software amortization resulting from
the NFI Acquisition and intangible asset amortization and increased tangible
asset and capitalized software depreciation and amortization resulting from the
application of pushdown accounting to the Refinitiv Transaction (where all
assets were marked to fair value as of the closing date of the Refinitiv
Transaction).
(6)For the year ended December 31, 2021, Adjusted EBITDA margin increased
compared to the prior year period by 192 basis points, or 211 basis points on a
constant currency basis. For the year ended December 31, 2021, Adjusted EBIT
margin increased compared to the prior year period by 247 basis points, or 263
basis points on a constant currency basis. The changes in Adjusted EBITDA margin
and Adjusted EBIT margin on a constant currency basis, which are non-GAAP
financial measures, are defined as the changes in Adjusted EBITDA margin and
Adjusted EBIT margin excluding the effects of foreign currency fluctuations.
Adjusted EBITDA margin and Adjusted EBIT margin excluding the effects of foreign
currency fluctuations are calculated by translating the current period and prior
period's results using the annual average exchange rates for the prior period.
We use the changes in Adjusted EBITDA margin and Adjusted EBIT margin on a
constant currency basis as supplemental metrics to evaluate our underlying
margin performance between periods by removing the impact of foreign currency
fluctuations. We believe that providing changes in Adjusted EBITDA margin and
Adjusted EBIT margin on a constant currency basis provide useful comparisons of
our Adjusted EBITDA margin and Adjusted EBIT margin and trends between periods.
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The table set forth below presents a reconciliation of net income attributable
to Tradeweb Markets Inc. and net income, as applicable, to Adjusted Net Income
and Adjusted Diluted EPS for the years ended December 31, 2021, 2020 and 2019:

                                                                                       Year Ended
                                                                                      December 31,
                                                               2021                        2020                       2019

                                                                        (in thousands except per share amounts)
Earnings per diluted share (1)                                                                                $    0.19    (b)
                                                     $         1.09    (a)  

$ 0.88 (a) $ 0.54 (a)
Pre-IPO net income attributable to Tradeweb

                                                                                (b)
Markets LLC (1)                                      $            -                 $       -                 $  42,352
Net income attributable to Tradeweb Markets                            (a)                       (a)                       (a)
Inc. (1)                                                    226,828                   166,296                    83,769
Net income attributable to non-controlling                             (a)                       (a)                       (a)
interests (1)(2)                                             46,280                    52,094                    46,903
Net income                                                  273,108    (a)            218,390    (a)            173,024    (a)(b)
Provision for income taxes                                   96,875                    56,074                    52,302
Acquisition transaction costs (3)                             5,073                         -                         -
D&A related to acquisitions and the Refinitiv
Transaction (4)                                             124,580                   110,187                    97,565
Stock-based compensation expense (5)                         16,509                    13,025                    25,098
Foreign exchange (gains) / losses (6)                        (4,702)                    6,279                    (1,085)
Tax receivable agreement liability adjustment
(7)                                                         (12,745)                  (11,425)                  (33,134)
Adjusted Net Income before income taxes                     498,698                   392,530                   313,770
Adjusted income taxes (8)                                  (109,713)                  (86,357)                  (82,835)
Adjusted Net Income                                  $      388,985                 $ 306,173                 $ 230,935
Adjusted Diluted EPS (1)(9)                                                                                   $    0.23    (b)
                                                     $         1.63    (a)          $    1.31    (a)          $    0.77    (a)


(1)In April 2019, we completed the Reorganization Transactions and the
IPO. Therefore, certain earnings information is being presented separately for
Tradeweb Markets LLC and Tradeweb Markets Inc.
(a)Presents information for Tradeweb Markets Inc. (post-IPO period).
(b)Presents information for Tradeweb Markets LLC (pre-IPO period).
See "Introductory Note - Basis of Presentation" and Note 18 - Earnings Per Share
to our audited consolidated financial statements included elsewhere in this
Annual Report on Form 10-K.
(2)For post-IPO periods, represents the reallocation of net income attributable
to non-controlling interests from the assumed exchange of all outstanding LLC
Interests held by non-controlling interests for shares of Class A or Class B
common stock.
(3)Represents transaction and other costs related to the NFI Acquisition, which
closed in June 2021. Acquisition-related costs primarily include legal,
consulting and advisory fees and severance costs incurred that relate to the
acquisition transaction.
(4)Represents intangible asset and acquired software amortization resulting from
the NFI Acquisition and intangible asset amortization and increased tangible
asset and capitalized software depreciation and amortization resulting from the
application of pushdown accounting to the Refinitiv Transaction (where all
assets were marked to fair value as of the closing date of the Refinitiv
Transaction).
(5)Represents non-cash stock-based compensation expense associated with the
Special Option Award and post-IPO options awarded in 2019 and payroll taxes
associated with exercises of such options during the applicable period.
Beginning on August 30, 2021, this adjustment also includes the non-cash Former
CFO Accelerated Stock-Based Compensation Expense, and related payroll taxes,
which totaled $1.7 million during the year ended December 31, 2021.
(6)Represents unrealized gain or loss recognized on foreign currency forward
contracts and foreign exchange gain or loss from the revaluation of cash
denominated in a different currency than the entity's functional currency.
(7)Represents income recognized during the applicable period due to changes in
the tax receivable agreement liability recorded in the 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.
(8)Represents corporate income taxes at an assumed effective tax rate of 22.0%
applied to Adjusted Net Income before income taxes for the years ended December
31, 2021 and 2020 and 26.4% applied to Adjusted Net Income before income taxes
for the year ended December 31, 2019. For pre-IPO periods, this adjustment
assumes Tradeweb Markets LLC was subject to a corporate tax rate for the periods
presented.
(9)For a summary of the calculation of Adjusted Diluted EPS, see "Reconciliation
of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted
Average Shares Outstanding" below.
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The following table summarizes the calculation of Adjusted Diluted EPS for the
periods presented:

                                                                                                          Post-IPO Period              Pre-IPO Period
Reconciliation of Diluted Weighted Average Shares                       Year Ended                       Nine Months Ended           Three Months 

Ended

Outstanding to Adjusted Diluted Weighted Average                       December 31,                         December 31,                 March 31,
Shares Outstanding                                              2021                   2020                     2019                        2019

Diluted weighted average TWM LLC shares outstanding
(1)

                                                                   -                      -                          -                  223,320,457
Diluted weighted average shares of Class A and
Class B common stock outstanding (1)                        207,254,840            188,223,032                156,540,246                            -
Assumed exchange of LLC Interests for shares of
Class A or Class B common stock (2)                          30,699,577             45,828,289                 74,279,741                            -
Adjusted diluted weighted average shares
outstanding                                                 237,954,417            234,051,321                230,819,987                  223,320,457
Adjusted Net Income (in thousands)                        $     388,985          $     306,173          $         178,745          $            52,190
Adjusted Diluted EPS                                      $        1.63          $        1.31          $            0.77          $              0.23


(1)Due to the Reorganization Transactions and the IPO completed in April 2019,
shares outstanding during the year ended December 31, 2019 represent shares of
TWM LLC (pre-IPO period) and shares of Class A and Class B common stock of
Tradeweb Markets Inc. (post-IPO period). Shares outstanding during the years
ended December 31, 2021 and 2020 represent shares of Class A and Class B Common
Stock of Tradeweb Markets Inc. (post-IPO period).
(2)Assumes the full exchange of the weighted average of all outstanding LLC
Interests held by non-controlling interests for shares of Class A or Class B
common stock, resulting in the elimination of the non-controlling interests and
recognition of the net income attributable to non-controlling interests.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP
which requires us to make estimates and assumptions about future events that
affect the reported amounts of assets, liabilities, revenues and expenses, and
disclosure of contingent assets and liabilities. Management evaluates its
accounting policies, estimates and judgments on an on-going basis.

Management evaluated the development and selection of its critical accounting
policies and estimates and believes that the following policies are most
critical to the portrayal of our financial condition and results of operations,
and that require our most difficult, subjective or complex judgments in
estimating the effect of inherent uncertainties. With respect to critical
accounting policies and estimates, even a relatively minor variance between
actual and expected experience can potentially have a materially favorable or
unfavorable impact on subsequent results of operations. More information on all
of our significant accounting policies can be found in Note 2 - Significant
Accounting Policies to our audited consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in our consolidated financial statements and accompanying notes.
These estimates and assumptions are based on judgment and the best available
information at the time. Management bases its estimates on historical
experience, observance of trends in particular areas, information available from
outside sources and various other assumptions that are believed to be reasonable
under the circumstances. Information from these sources form the basis for
making judgments about the carrying values of assets and liabilities that may
not be readily apparent from other sources. Therefore, actual results could
differ materially from those estimates. Such estimates include business
combination purchase price allocations, intangible assets, goodwill, software
development costs, revenue recognition, stock-based compensation, current and
deferred income taxes and the tax receivable agreement liability.

Business Combinations

Business combinations are accounted for under the purchase method of accounting
pursuant to Accounting Standards Codification ("ASC") 805, Business Combinations
("ASC 805"). The total cost of an acquisition is allocated to the underlying net
assets based on their respective estimated fair values. The excess of the
purchase price over the estimated fair values of the net assets acquired is
recorded as goodwill. The fair value of assets acquired and liabilities assumed
is determined based on assumptions that reasonable market participants would use
in the principal (or most advantageous) market for the asset or liability.
Determining the fair value of certain assets acquired and liabilities assumed is
judgmental in nature and often involves the use of significant estimates and
assumptions, including assumptions with respect to future cash flows, discount
rates, growth rates, customer attrition rates and asset lives.
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The most significant accounting estimate associated with the June 2021 NFI
Acquisition was the valuation of the acquired definite-lived intangible customer
relationship asset (the "Customer Relationships"), which was valued at
approximately $101.3 million, as adjusted based on the final purchase price
allocation. The majority of the residual total purchase price of $190.0 million,
net of cash acquired, net of deposits with clearing organizations acquired and
prior to working capital adjustments, was primarily allocated to goodwill, which
was valued at approximately $85.5 million, as adjusted based on the final
purchase price allocation. We utilized the assistance of a third-party valuation
specialist to determine the fair value of the assets acquired and liabilities
assumed at the date of acquisition. Management is responsible for these
valuations and appraisals.

The valuation of the Customer Relationships primarily included significant
unobservable inputs (Level 3), creating a significant level of estimation
uncertainty. Customer Relationships were valued using the income approach,
specifically a multi-period excess earnings method. The excess earnings method
examines the economic returns contributed by the identified tangible and
intangible assets of a company, and then examines the excess return that is
attributable to the intangible asset being valued. The discount rate used
reflects the amount of risk associated with the hypothetical cash flows for the
Customer Relationships relative to the overall business. In developing a
discount rate for the Customer Relationships, the Company estimated a
weighted-average cost of capital for the overall business and employed an
intangible asset risk premium to this rate when discounting the excess earnings
related to Customer Relationships. The resulting discounted cash flows were then
tax-affected at the applicable statutory rate. A discounted tax amortization
benefit was also added to the fair value of the assets under the assumption that
the Customer Relationships would be amortized for tax purposes over a period of
15 years. For GAAP purposes, the Customer Relationships will be amortized over a
useful life of 13 years. Any changes in the discount rate used for valuing the
Customer Relationships or the estimated useful life used for amortization
purposes could have a material impact on our consolidated statements of
financial condition and consolidated statement of income. Any increases or
decreases in the allocation of purchase price to Customer Relationships, which
is an amortizable asset, would be offset by a corresponding decrease or increase
in goodwill, which is an indefinite-lived asset, not subject to amortization and
as a result would impact the asset balances recorded on our consolidated
statements of financial condition as well as the amortization expense recorded
on our consolidated statement of income over the life of the asset. Any changes
in the estimated useful life of the Customer Relationships would also impact
timing of the reduction of the net balance of intangible assets, net of
accumulated amortization on our consolidated statements of financial condition
and the timing of the recognition of amortization expense on our consolidated
statement of income. During the fourth quarter of 2021, the Company recorded
final working capital and purchase price adjustments which resulted in a $0.1
million decrease in accounts receivable, $2.0 million increase in Customer
Relationships, $0.9 million decrease in other assets, $0.4 million decrease in
accounts payable, accrued expenses and other liabilities, and a $2.5 million
decrease in goodwill. The final purchase price allocation as described above and
in Note 4 - Acquisitions to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K reflects these final
adjustments.

Revenue Recognition

We enter into contracts with our clients to provide a stand-ready connection to
our electronic marketplaces, which facilitates the execution of trades by our
clients. The access to our electronic marketplaces including market data and
continuous pricing data refreshes and the processing of trades thereon are
highly interrelated and are considered a single performance obligation satisfied
over time as the client simultaneously receives and consumes the benefit from
our performance. This performance obligation constitutes a series of services
that are substantially the same in nature and are provided over time using the
same measure of progress. For our services, we earn subscription fees for
granting access to our electronic marketplaces.

We earn transaction fees and/or commissions from transactions executed on our
trading platforms, including commission revenue from electronic and voice
brokerage transacted 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. Fixed monthly
transaction fees or commissions or monthly transaction fee or commission
minimums are generally earned on a monthly basis in the period the stand-ready
trading services are provided. Variable transaction fee or commission revenue is
recognized and recorded on a trade-date basis when the individual trade occurs.
Variable discounts or rebates on transaction fees or commissions are generally
earned and applied monthly or quarterly, are resolved within the same reporting
period and are recorded as a reduction to revenue in the period the relevant
trades occur.

We earn fees from Refinitiv relating to the sale of market data to Refinitiv,
which redistributes that data. Included in these fees are real-time market data
fees which are recognized monthly on a straight-line basis as Refinitiv receives
and consumes the benefit evenly, over the contact period, as the data is
provided, and fees for historical data sets which are recognized when the
historical data set is provided to Refinitiv.
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We are required to make significant judgements for the Refinitiv market data
fees. Significant judgements used in accounting for this contract include the
following determinations:

•The provision of real-time market data feeds and annual historical data sets
are distinct performance obligations.

•The performance obligations under this contract are recognized over time from
the initial delivery of the data feeds or each historical data set until the end
of the contract term.

•Determining the transaction price for the performance obligations by using a
market assessment analysis. Inputs in this analysis include a consultant study
which determined the overall value of our market data and pricing information
for historical data sets provided by other companies.

During the years ended December 31, 2021, 2020 and 2019, there were no material
changes in the assumptions used to determine the Refinitiv market data fees.

Income Taxes

Tradeweb Markets Inc. is subject to U.S. federal, state and local income taxes
with respect to its taxable income, including its allocable share of any taxable
income of TWM LLC, and is 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. TWM LLC records taxes for
conducting business in certain state, local and foreign jurisdictions and
records U.S. federal taxes for subsidiaries that are taxed as corporations for
U.S. tax purposes. We currently record deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the
financial reporting and tax bases of assets and liabilities and measure the
deferred taxes using the enacted tax rates and laws that will be in effect when
such temporary differences are expected to reverse. The measurement of deferred
taxes often involves the exercise of significant judgment related to the
realization of tax basis. Our deferred tax assets and liabilities reflect our
assessment that tax positions taken in filed tax returns and the resulting tax
basis are more likely than not to be sustained if they are audited by taxing
authorities. Assessing tax rates that we expect to apply and determining the
years when the temporary differences are expected to affect taxable income
requires judgment about the future apportionment of our income among the
jurisdictions in which we operate. Any changes in our practices or judgments
involved in the measurement of deferred tax assets and liabilities could
materially impact our financial condition or results of operations.

In connection with recording deferred tax assets and liabilities, we record
valuation allowances when we believe that it is more likely than not that the
Company will not be able to realize its deferred tax assets in the future. We
evaluate our deferred tax assets quarterly to determine whether adjustments to
our valuation allowance are appropriate in light of changes in facts or
circumstances, such as changes in tax law, interactions with taxing authorities
and developments in case law. In making this evaluation, we rely on our recent
history of pre-tax earnings, our forecasts of future earnings and the nature and
timing of future deductions and benefits represented by the deferred tax assets,
all of which involve the exercise of significant judgment. As of December 31,
2021 and 2020, we established a valuation allowance of $0.7 million and $0.1
million on gross deferred tax assets totaling $625.4 million and $585.1 million,
respectively. If forecasts of future earnings and the nature and estimated
timing of future deductions and benefits change in the future, we may determine
that existing valuation allowances must be revised or new valuation allowances
created, any of which could materially impact our financial condition or results
of operations. See Note 9 - Income Taxes to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.

We recognize interest and penalties related to unrecognized tax benefits within
the provision for income taxes in our consolidated statements of income. Accrued
interest and penalties are included within accounts payable, accrued expenses
and other liabilities in our consolidated statements of financial condition. A
U.S. shareholder of a controlled foreign corporation ("CFC") is required to
include in income, as a deemed dividend, the global intangible low-taxed income
("GILTI") of the CFC. We have elected to treat taxes due on future U.S.
inclusions in taxable income of GILTI as a current period expense when incurred.
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Tax Receivable Agreement

Tradeweb Markets Inc. entered into a Tax Receivable Agreement with TWM LLC and
the Continuing LLC Owners which provides for the payment by Tradeweb Markets
Inc. to a Continuing LLC Owner of 50% of the amount of U.S. federal, state and
local income or franchise tax savings, if any, that Tradeweb Markets Inc.
actually realizes (or in some circumstances is deemed to realize) as a result of
(i) increases in the tax basis of TWM LLC's assets resulting from (a) the
purchase of LLC Interests from such Continuing LLC Owner, including with the net
proceeds from the IPO, the October 2019 and April 2020 follow-on offerings and
any future offering or (b) redemptions or exchanges by such Continuing LLC Owner
of LLC Interests for shares of Class A common stock or Class B common stock or
for cash, as applicable, and (ii) certain other tax benefits related to Tradeweb
Markets Inc. making payments under the Tax Receivable Agreement. Substantially
all payments due under the Tax Receivable Agreement are payable over the fifteen
years following the purchase of LLC Interests from Continuing LLC Owners or
redemption or exchanges by Continuing LLC Owners of LLC Interests. The timing of
the payments over the fifteen year period is dependent upon our annual taxable
income over the same period. In determining the estimated timing of payments,
the current year's taxable income is used to extrapolate an estimate of future
taxable income. This requires significant judgment relating to projecting future
earnings, the geographic mix of those earnings and the timing of deferred taxes
becoming current.

The impact of any changes in the total projected obligations recorded under the
Tax Receivable Agreement as a result of actual changes in the geographic mix of
our earnings, changes in tax legislation and tax rates or other factors that may
impact our actual tax savings realized will be reflected in income before taxes
in the period in which the change occurs.

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