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Tradeweb Reports First Quarter 2020 Financial Results

·29 mins read

Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today reported financial results for the quarter ended March 31, 2020.

$897.8 billion in average daily volume ("ADV"), a quarterly record and an increase of 39.0% year over year including $1.0 trillion ADV record in March. Quarterly records for ADV in U.S. treasuries, European government bonds, mortgages, long-tenor swaps, U.S. and European credit, credit derivatives, repos, U.S. and European ETFs, and equity derivatives

$234.6 million quarterly record gross revenues increased 25.6% (26.3% on a constant currency basis)

$62.5 million net income and $85.4 million adjusted net income, increases of 47.5% and 63.6% respectively from the prior year period

51.0% adjusted EBITDA margin for the quarter compared to 43.0% for the prior year period

$0.25 earnings per diluted share ("Diluted EPS") and $0.37 adjusted diluted earnings per share

$0.08 per share quarterly cash dividend declared

Lee Olesky, CEO of Tradeweb Markets:

"As the human and economic impact of COVID-19 continues to be felt around the world, we remain focused on keeping our people safe, helping our clients find liquidity, and discovering new ways for markets to operate more efficiently. We see the long-term trend towards more electronic markets accelerating, which is reflected in both client behavior and record trading volumes. Our clients are interacting with Tradeweb in new ways, expanding their use of tools like portfolio trading and net-spotting, and demonstrating greater confidence in electronic trading and digital workflows. For many, and we hear this all the time, there’s simply no going back to the old way of doing things."

SELECT FINANCIAL RESULTS

1Q20

1Q19

Change

Constant

Currency

Growth (1)

(dollars in thousands except per share amounts) (Unaudited)

GAAP Financial Measures

Gross revenue

$234,606

$186,792

25.6%

26.3%

Rates

$126,039

$104,090

21.1%

21.9%

Credit

$53,978

$39,435

36.9%

37.8%

Equities

$19,434

$11,798

64.7%

66.2%

Money Markets

$11,208

$9,562

17.2%

17.5%

Market Data

$18,562

$16,903

9.8%

10.1%

Other

$5,385

$5,004

7.6%

7.6%

Net income

$62,485

$42,352

47.5%

—%

Net income attributable to Tradeweb Markets Inc. (2)

$43,928

$—

—%

—%

Diluted EPS (3)

$0.25(a)

$0.19(b)

31.6%

—%

Non-GAAP Financial Measures

Adjusted EBITDA (1)

$119,650

$80,347

48.9%

46.1%

Adjusted EBITDA margin (1)

51.0%

43.0%

+799bps

+678bps

Adjusted EBIT (1)

$108,747

$70,053

55.2%

51.9%

Adjusted EBIT margin (1)

46.4%

37.5%

+885bps

+767bps

Adjusted Net Income (1)

$85,368

$52,190

63.6%

60.1%

Adjusted Diluted EPS (1)(3)(4)

$0.37(a)

$0.23(b)

60.9%

50.0%

ADV (US $bn)

(Unaudited)

Asset Class

Product

1Q20

1Q19

YoY

Rates

Cash

342

275

24%

Derivatives

249

154

62%

Total

591

429

38%

Credit

Cash

7

6

29%

Derivatives

26

11

139%

Total

33

16

101%

Money Markets

Cash

256

192

33%

Total

256

192

33%

Equities

Cash

9

4

106%

Derivatives

9

3

161%

Total

18

8

129%

Total

898

646

39%

(1)

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS and constant currency growth, are non-GAAP financial measures. See "Non-GAAP Financial Measures" below and the attached schedules for additional information and reconciliations of such non-GAAP financial measures.

(2)

Represents net income less net income attributable to non-controlling interests.

(3)

See note 1 to the Income Statement.

(a) Presents information for Tradeweb Markets Inc. (post-IPO period).

(b) Presents information for Tradeweb Markets LLC (pre-IPO period).

(4)

See note 7 to the Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted EPS.

DISCUSSION OF RESULTS

Rates – Revenues from rates of $126.0 million in the first quarter of 2020 increased 21.1% compared to the first quarter of 2019 (21.9% on a constant currency basis). ADV in rates of $590.8 billion for the first quarter of 2020 increased 37.6% due mainly to record trading volume in long-tenor interest rate swaps, mortgages, U.S. Treasuries and European Government bonds, as well as strong year-over-year growth in short-tenor interest rate swaps and swaptions.

Credit – Revenues from credit of $54.0 million in the first quarter of 2020 increased 36.9% compared to the first quarter of 2019 (37.8% on a constant currency basis). ADV in credit of $33.0 billion for the first quarter of 2020 increased 101.4% due mainly to record volume in European credit, U.S. high-grade, U.S. high-yield, and credit default swaps.

Equities – Revenues from equities of $19.4 million in the first quarter of 2020 increased 64.7% compared to the first quarter of 2019 (66.2% on a constant currency basis). ADV in equities of $17.8 billion for the first quarter of 2020 increased 129.0% due mainly to record volume in U.S. ETFs, European ETFs, and equity derivatives.

Money Markets – Revenues from money markets of $11.2 million in the first quarter of 2020 increased 17.2% compared to the first quarter of 2019 (17.5% on a constant currency basis). ADV in money markets of $256.2 billion for the first quarter of 2020 rose 33.3% due to record volume in repurchase agreements.

Market Data – Revenues from market data of $18.6 million in the first quarter of 2020 increased 9.8% compared to the first quarter of 2019 (10.1% on a constant currency basis) due to delivery of additional data under our market data license agreement with Refinitiv.

Other – Revenues from other of $5.4 million in the first quarter of 2020 increased 7.6% compared to the first quarter of 2019 (7.6% on a constant currency basis).

Operating Expenses – Operating expenses of $157.0 million in the first quarter of 2020 increased 11.7% compared to the first quarter of 2019 due to higher employee compensation expenses, including $3.5 million related to non-cash stock-based compensation expense and payroll taxes, which were related to the Special Option Award and post-IPO options awarded in 2019. Excluding these options and related payroll taxes, certain depreciation and amortization expenses, as well as gains and losses, Adjusted Expenses were $125.9 million in the first quarter of 2020. Adjusted Expenses increased 7.8% year over year due primarily to increased employee compensation and benefits expenses associated with performance-related compensation. Please see "Non-GAAP Financial Measures" below for additional information.

CAPITAL MANAGEMENT

  • $424.4 million in unrestricted cash and cash equivalents and a fully undrawn $500 million credit facility at March 31st, 2020

  • Capex & Cap software: $8.4 million

  • Free cash flow for trailing twelve months of $265.8 million. See "Non-GAAP Financial Measures" below for additional information.

  • The Board of Directors of Tradeweb Markets Inc. declared a quarterly cash dividend of $0.08 per share of Class A common stock and Class B common stock. The dividend will be payable on June 15, 2020 to stockholders of record as of June 1, 2020.

OTHER MATTERS

Follow-On Offering – On April 27, 2020, Tradeweb Markets Inc. completed a follow-on offering of 12,835,245 shares of Class A Common stock at a price to the public of $50.25 per share, which includes the full exercise of the underwriters’ option to purchase an additional 1,674,162 shares. Tradeweb Markets Inc. used the proceeds of $626.3 million from the offering, net of underwriting discounts and commissions, but before estimated offering expenses, to purchase equity interests from certain existing owners. Refinitiv continues to own a controlling interest in Tradeweb following the offering.

Full-Year 2020 Guidance*

  • Adjusted Expenses: $495 - $510 million

    • Includes ~$5 million of new investments primarily in data strategy and cybersecurity

    • Includes ~$3 million of duplicative rent expense

    • Includes ~$10 - 11 million of G&A per quarter excluding the impact of FX

  • Acquisition and Refinitiv Transaction related depreciation and amortization expense: $110 million

  • Assumed non-GAAP tax rate: 22.0%

  • Capital expenditures and capitalization of software: $45 - $50 million

    *GAAP operating expenses and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement of foreign currency rates.

CONFERENCE CALL

Tradeweb Markets will hold a conference call to discuss first quarter 2020 results starting at 8:30 a.m. Eastern Time today, May 7, 2020. A live, audio webcast of the conference call along with related materials will be available at http://investors.tradeweb.com. Alternatively, interested parties can access the call by dialing 866-221-1629 (U.S.) or +1 470-495-9175 (international) and entering passcode 6925059. After the conference call, an archived recording will be available at http://investors.tradeweb.com.

ABOUT TRADEWEB MARKETS

Tradeweb Markets Inc. (Nasdaq: TW) is a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Founded in 1996, Tradeweb provides access to markets, data and analytics, electronic trading, straight-through-processing and reporting for more than 40 products to clients in the institutional, wholesale and retail markets. Advanced technologies developed by Tradeweb enhance price discovery, order execution and trade workflows while allowing for greater scale and helping to reduce risks in client trading operations. Tradeweb serves approximately 2,500 clients in more than 65 countries. On average, Tradeweb facilitated more than $780 billion in notional value traded per day over the past four fiscal quarters. For more information, please go to www.tradeweb.com.

TRADEWEB MARKETS INC.

INCOME STATEMENT (UNAUDITED)

Dollars in Thousands, Except Per Share Data

Three Months Ended

Three Months Ended

March 31, 2020

March 31, 2019

Revenues

Transaction fees

$

140,824

$

102,640

Subscription fees

34,483

34,445

Commissions

42,493

34,197

Refinitiv market data fees

14,628

13,616

Other

2,178

1,894

Gross revenue

234,606

186,792

Expenses

Employee compensation and benefits

90,520

77,273

Depreciation and amortization

37,176

33,503

Technology and communications

10,318

10,040

General and administrative

8,340

9,089

Professional fees

6,911

6,971

Occupancy

3,726

3,639

Total expenses

156,991

140,515

Operating income

77,615

46,277

Net interest income

699

858

Income before taxes

78,314

47,135

Provision for income taxes

(15,829

)

(4,783

)

Net income

$

62,485

$

42,352

Less: Net income attributable to non-controlling interests

18,557

Net income attributable to Tradeweb Markets Inc.

$

43,928

EPS calculations for post-IPO and pre-IPO periods (1)

Earnings per share

Basic

$

0.26 (a)

$

0.19 (b)

Diluted

$

0.25 (a)

$

0.19 (b)

Weighted average shares outstanding

Basic

166,234,749 (a)

222,222,197 (b)

Diluted

174,517,244 (a)

223,320,457 (b)

(1)

In April 2019, the Company completed the Reorganization Transactions and the IPO, which, among other things, resulted in Tradeweb Markets Inc. becoming the successor of Tradeweb Markets LLC for financial reporting purposes. As a result, earnings per share information for the pre-IPO period is not comparable to the earnings per share information for the post-IPO period. Therefore, earnings per share information is being presented separately for the pre-IPO and post-IPO periods.

(a) Presents information for Tradeweb Markets Inc. (post-IPO period).

(b) Presents information for Tradeweb Markets LLC (pre-IPO period).

See "Basic and Diluted EPS Calculations" and "Presentation" below for additional information.

TRADEWEB MARKETS INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

Dollars in Thousands, Except per Share Data

Reconciliation of Net Income to Adjusted EBITDA, Adjusted

Three Months Ended

Three Months Ended

EBITDA Margin, Adjusted EBIT and Adjusted EBIT Margin

March 31, 2020

March 31, 2019

(in thousands)

Net income

$

62,485

$

42,352

Net interest income

(699

)

(858

)

Depreciation and amortization

37,176

33,503

Stock-based compensation expense(1)

3,497

Provision for income taxes

15,829

4,783

Unrealized foreign exchange (gains) / losses

1,164

(293

)

Loss from revaluation of foreign denominated cash(2)

198

860

Adjusted EBITDA

$

119,650

$

80,347

Less: Depreciation and amortization

(37,176

)

(33,503

)

Add: Acquisition and Refinitiv Transaction related D&A(3)

26,273

23,209

Adjusted EBIT

$

108,747

$

70,053

Adjusted EBITDA margin(4)

51.0

%

43.0

%

Adjusted EBIT margin(4)

46.4

%

37.5

%

(1)

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.

(2)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

(3)

Represents acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

(4)

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

Reconciliation of Net Income to

Three Months Ended

Three Months Ended

Adjusted Net Income and Adjusted Diluted EPS

March 31, 2020

March 31, 2019

(in thousands)

Earnings per diluted share(1)

$

0.25

(a)

$

0.19

(b)

Pre-IPO net income attributable to Tradeweb Markets LLC (1)

42,352

Net income attributable to Tradeweb Markets Inc. (1)

43,928

Net income attributable to non-controlling interests (1)(2)

18,557

Net income

$

62,485

$

42,352

Provision for income taxes

15,829

4,783

Acquisition and Refinitiv Transaction related D&A(3)

26,273

23,209

Stock-based compensation expense(4)

3,497

Unrealized foreign exchange (gains) / losses

1,164

(293

)

Loss from revaluation of foreign denominated cash(5)

198

860

Adjusted Net Income before income taxes

109,446

70,911

Adjusted income taxes(6)

(24,078

)

(18,721

)

Adjusted Net Income

$

85,368

$

52,190

Adjusted Diluted EPS (1)(7)

$

0.37

(a)

$

0.23

(b)

(1)

In April 2019, the Company completed the Reorganization Transactions and the IPO. As a result, 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 the "Basic and Diluted EPS Calculations" table below for additional information.

(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 acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

(4)

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.

(5)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

(6)

Represents corporate income taxes at an assumed effective tax rate of 22.0% and 26.4% applied to Adjusted Net Income before income taxes for the three months ended March 31, 2020 and 2019, respectively.

(7)

Adjusted Diluted EPS includes certain tax related adjustments to reflect an assumed effective tax rate for all periods presented and, for the three months ended March 31, 2020, assumes all LLC Interests are exchanged for shares of Class A or Class B common stock. As a result, we believe that Adjusted Diluted EPS for Tradeweb Markets Inc. and Tradeweb Markets LLC are comparable. Due to the Reorganization Transactions and the IPO completed in April 2019, shares outstanding during the three months ended March 31, 2020 represent shares of Class A and Class B common stock of Tradeweb Markets, Inc. (post-IPO period) and shares outstanding during the three months ended March 31, 2019 represent shares of TWM LLC (pre-IPO period).

The following table summarizes the calculation of Adjusted Diluted EPS for the periods presented:

Reconciliation of Diluted Weighted Average Shares Outstanding to

Three Months Ended

Three Months Ended

Adjusted Diluted Weighted Average Shares Outstanding

March 31, 2020

March 31, 2019

Diluted weighted average TWM LLC shares outstanding

223,320,457

Diluted weighted average shares of Class A and Class B common stock outstanding

174,517,244

Assumed exchange of LLC interests for shares of Class A or Class B common stock (1)

57,644,547

Adjusted diluted weighted average shares outstanding

232,161,791

223,320,457

Adjusted Net Income (in thousands)

$

85,368

$

52,190

Adjusted Diluted EPS

$

0.37

$

0.23

(1)

Assumes the full exchange 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.

Three Months Ended

Three Months Ended

Reconciliation of Operating Expenses to Adjusted Expenses

March 31, 2020

March 31, 2019

(in thousands)

Operating Expenses

$

156,991

$

140,515

Acquisition and Refinitiv Transaction related D&A(1)

(26,273

)

(23,209

)

Stock-based compensation expense(2)

(3,497

)

Unrealized foreign exchange gains / (losses)

(1,164

)

293

Loss from revaluation of foreign-denominated cash(3)

(198

)

(860

)

Adjusted Expenses

$

125,859

$

116,739

(1)

Represents acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv 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.

(3)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

Reconciliation of Cash Flows from Operating Activities to

Trailing Twelve Months

Free Cash Flow

March 31, 2020

(in thousands)

Cash flow from operating activities

$

310,324

Less: Capitalization of software development costs

(28,977

)

Less: Purchases of furniture, equipment and leasehold improvements

(15,563

)

Free Cash Flow

$

265,784

TRADEWEB MARKETS INC.

BASIC AND DILUTED EPS CALCULATIONS (UNAUDITED)

Dollars in Thousands, Except per Share Data

The following table summarizes the basic and diluted earnings per share calculations for Tradeweb Markets LLC (pre-IPO period):

Three Months Ended

EPS: Net income attributable to Tradeweb Markets LLC(1)

March 31, 2019

(in thousands, except share and per share amounts)

Numerator:

Net income attributable to Tradeweb Markets LLC

$

42,352

Denominator:

Weighted average LLC Interests outstanding - Basic

222,222,197

Dilutive effect of equity-settled PRSUs

1,098,260

Weighted average LLC Interests outstanding - Diluted

223,320,457

Earnings per share - Basic

$

0.19

Earnings per share - Diluted

$

0.19

(1)

Earnings per share and weighted average shares outstanding for the pre-IPO periods have been computed to give effect to the Reorganization Transactions, including the amendment and restatement of the fourth amended and restated limited liability company agreement of Tradeweb Markets LLC to, among other things, (i) provide for a new single class of common membership interests in Tradeweb Markets LLC ("LLC Interests") and (ii) exchange all of the original members’ existing membership interests for LLC Interests.

The following table summarizes the basic and diluted earnings per share calculations for Tradeweb Markets Inc. (post-IPO period):

Three Months Ended

EPS: Net income attributable to Tradeweb Markets Inc.

March 31, 2020

(in thousands, except share and per share amounts)

Numerator:

Net income attributable to Tradeweb Markets Inc.

$

43,928

Denominator:

Weighted average shares of Class A and Class B common stock outstanding - Basic

166,234,749

Dilutive effect of equity-settled PRSUs

2,038,422

Dilutive effect of options

6,221,549

Dilutive effect of RSUs

22,524

Weighted average shares of Class A and Class B common stock outstanding - Diluted

174,517,244

Earnings per share - Basic

$

0.26

Earnings per share - Diluted

$

0.25

TRADEWEB MARKETS INC.

GROSS REVENUES BY ASSET CLASS (UNAUDITED)

Three Months Ended

Three Months Ended

March 31, 2020

March 31, 2019

$ Change

% Change

Revenues

Variable

Fixed

Variable

Fixed

Variable

Fixed

Variable

Fixed

(dollars in thousands)

Rates

$

75,541

$

50,498

$

53,650

$

50,440

$

21,891

$

58

40.8

%

0.1

%

Credit

48,575

5,403

34,358

5,077

14,217

326

41.4

%

6.4

%

Equities

17,100

2,334

10,152

1,646

6,948

688

68.4

%

41.8

%

Money Markets

7,137

4,071

5,823

3,739

1,314

332

22.6

%

8.9

%

Market Data

18,562

16,903

1,659

9.8

%

Other

5,385

5,004

381

7.6

%

Gross revenue

$

148,353

$

86,253

$

103,983

$

82,809

$

44,370

$

3,444

42.7

%

4.2

%

TRADEWEB MARKETS INC.

AVERAGE VARIABLE FEES PER MILLION DOLLARS OF VOLUME (UNAUDITED)

Three Months Ended

Three Months Ended

YoY

March 31, 2020

March 31, 2019

% Change

Rates

$

2.05

$

2.04

0.5

%

Rates - excluding short-tenor swaps (less than 1 year)

$

2.39

$

2.09

14.4

%

Credit

$

23.46

$

34.02

(31.0)

%

Equities

$

15.39

$

21.15

(27.2)

%

Money Markets

$

0.45

$

0.49

(8.2)

%

Total Fees per Million

$

2.65

$

2.62

1.1

%

Total Fees per Million - excluding short-tenor swaps (less than 1 year)

$

2.93

$

2.67

9.7

%

TRADEWEB MARKETS INC.

AVERAGE DAILY VOLUME (UNAUDITED)

2020 Q1

2019 Q1

YoY

Asset Class

Product

ADV (USD mm)

Volume (USD mm)

ADV (USD mm)

Volume (USD mm)

ADV

Rates

Cash

341,556

21,229,545

274,976

16,819,267

24.21%

U.S. Government Bonds

93,517

5,798,066

82,128

5,009,806

13.87%

European Government Bonds

28,116

1,799,420

23,033

1,451,106

22.07%

Mortgages

214,946

13,326,659

166,277

10,142,913

29.27%

Other Government Bonds

4,976

305,401

3,537

215,442

40.70%

Derivatives

249,217

15,638,292

154,251

9,538,077

61.57%

Swaps/Swaptions 1Y

159,515

10,013,269

142,263

8,794,997

12.13%

Swaps/Swaptions < 1Y

89,092

5,587,159

11,486

712,441

675.68%

Futures

611

37,865

502

30,638

21.60%

Total

590,773

36,867,838

429,226

26,357,344

37.64%

Credit

Cash

7,255

449,797

5,631

343,725

28.84%

U.S. High-Grade

3,903

241,959

2,812

171,553

38.77%

U.S. High-Yield

487

30,167

329

20,090

47.74%

European Credit

1,658

106,115

1,321

83,203

25.54%

Municipal Bonds

289

17,902

279

17,027

3.44%

Chinese Bonds

857

49,715

833

48,293

2.95%

Other Credit Bonds

62

3,939

57

3,560

8.82%

Derivatives

25,741

1,621,014

10,755

666,312

139.34%

Swaps

25,741

1,621,014

10,755

666,312

139.34%

Total

32,997

2,070,811

16,386

1,010,037

101.37%

Money Markets

Cash

256,193

15,948,560

192,264

11,771,636

33.25%

Repurchase Agreements (Repo)

237,211

14,769,141

173,522

10,626,099

36.70%

Other Money Markets

18,982

1,179,419

18,742

1,145,538

1.28%

Total

256,193

15,948,560

192,264

11,771,636

33.25%

Equities

Cash

9,218

576,880

4,479

276,207

105.81%

U.S. ETFs

6,527

404,656

2,979

181,745

119.06%

Europe ETFs

2,691

172,223

1,499

94,462

79.47%

Derivatives

8,576

534,392

3,292

203,730

160.51%

Options/Convertibles/Swaps

3,973

248,646

1,438

90,194

176.30%

Futures

4,602

285,746

1,854

113,535

148.27%

Total

17,793

1,111,272

7,771

479,937

128.98%

ADV (USD mm)

Average Daily Trades

ADV (USD mm)

Average Daily Trades

YoY

Total

897,756

63,079

645,647

50,951

39.05%

To access historical traded volumes, go to https://www.tradeweb.com/newsroom/monthly-activity-reports/.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the federal securities laws. Statements related to, among other things, our guidance, including 2020 guidance, and future performance, the industry and markets in which we operate, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions and future events are forward-looking statements. In addition, statements herein relating to the COVID-19 pandemic, the potential impacts of which remain inherently uncertain, are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading "Risk Factors" in documents of Tradeweb Markets Inc. on file with or furnished to the SEC, may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this release are not guarantees of future performance and our actual results of operations, financial condition or liquidity, and the development of the industry and markets in which we operate, may differ materially from the forward-looking statements contained in this release. In addition, even if our results of operations, financial condition, or liquidity, and events in the industry and markets in which we operate, are consistent with the forward-looking statements contained in this release, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this release speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release

PRESENTATION

The historical financial information and other disclosures contained in this press release relate to periods that ended both prior to and after the completion of the Reorganization Transactions and the IPO of Tradeweb Markets Inc. (unless the context otherwise requires, together with its subsidiaries, referred to as "we," "our," "Tradeweb," "Tradeweb Markets" or the "Company"). The IPO closed on April 8, 2019. As a result of certain reorganization transactions (the "Reorganization Transactions") completed in connection with the IPO, on April 4, 2019, Tradeweb Markets Inc. became a holding company whose only material assets consist of its equity interest in Tradeweb Markets LLC ("TWM LLC") and related deferred tax assets. As the sole manager of TWM LLC, Tradeweb Markets Inc. operates and controls all of the business and affairs of TWM LLC and, through TWM LLC and its subsidiaries, conducts its business. As a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in TWM LLC, Tradeweb Markets Inc. consolidates the financial results of TWM LLC and its subsidiaries. The historical financial information contained in this press release relating to periods prior to and including March 31, 2019, which we refer to as the "pre-IPO period," pertain to TWM LLC, the predecessor of Tradeweb Markets Inc. for financial reporting purposes. The historical financial information contained in this press release relating to periods beginning on April 1, 2019, and through and including March 31, 2020, which we refer to as the "post-IPO period," pertain to Tradeweb Markets Inc. The pre-IPO period excludes, and the post-IPO period includes, our financial results from April 1, 2019 through April 3, 2019, which are not material.

On October 1, 2018, Refinitiv Holdings Ltd. ("Refinitiv"), which is controlled by certain investment funds affiliated with The Blackstone Group L.P., an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain co-investors, indirectly acquired substantially all of the financial and risk business of Thomson Reuters Corporation and Thomson Reuters Corporation indirectly acquired a non-controlling ownership interest in Refinitiv (collectively, the "Refinitiv Transaction"). As a result of the Refinitiv Transaction, as a consolidating subsidiary of Refinitiv, we accounted for the Refinitiv Transaction using pushdown accounting. Due to the change in the basis of accounting resulting from the application of pushdown accounting, the financial information for the period beginning on October 1, 2018, and through and including March 31, 2020, or the "successor period," and the financial information for the periods prior to, and including, September 30, 2018, or the "predecessor period," are not comparable. However, the change in basis resulting from the Refinitiv Transaction did not impact certain financial information, specifically revenues and certain expenses.

NON-GAAP FINANCIAL MEASURES

This release contains "non-GAAP financial measures," including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted Expenses and Free Cash Flow, which are supplemental financial measures that are not calculated or presented in accordance with GAAP. We make use of non-GAAP financial measures in evaluating our past results and future prospects. We present these non-GAAP financial measures 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.

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 they are 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.

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. Each of the normal recurring adjustments and other adjustments included in Adjusted Net Income and Adjusted Diluted EPS help 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.

We use Adjusted Expenses as a supplemental metric to evaluate our underlying operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

We use Free Cash Flow to assess our liquidity in a way that considers the amount of cash generated from our core operations after expenditures for capitalized software development costs and furniture, equipment and leasehold improvements.

See the attached schedules for reconciliations of the non-GAAP financial measures contained in this release to their most comparable GAAP financial measure. Non-GAAP financial measures 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, earnings per share, operating income, operating expenses or cash flow from operating activities or any other financial measure derived in accordance with GAAP. You are encouraged to evaluate each adjustment included in the reconciliations. In addition, in evaluating Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted Expenses and Free Cash Flow, 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 non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, the non-GAAP financial measures contained in this release may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

We present certain growth information on a "constant currency" basis. Since our consolidated financial statements are presented in U.S. dollars, we must translate non-U.S. dollar revenues and expenses into U.S. dollars. Constant currency growth, which is a non-GAAP financial measure, is defined as growth excluding the effects of foreign currency fluctuations. Constant currency information is calculated by translating the current period and prior period’s results using the average exchange rates for the prior period. We use constant currency growth as a supplemental metric to evaluate our underlying performance between periods by removing the impact of foreign currency fluctuations. We present certain constant currency growth information because we believe it provides investors and analysts a useful comparison of our results and trends between periods. This information should be considered in addition to, not as a substitute for, results reported in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies.

TRADEWEB SOCIAL MEDIA

Investors and others should note that Tradeweb Markets announces material financial and operational information using its investor relations website, press releases, SEC filings and public conference calls and webcasts. Information about Tradeweb Markets, its business and its results of operations may also be announced by posts on the Company’s accounts on the following social media channels: Instagram, LinkedIn and Twitter. The information that we post through these social media channels may be deemed material. As a result, we encourage investors, the media, and others interested in Tradeweb Markets to monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time on our investor relations website.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200507005312/en/

Contacts

Investor Relations
Ashley Serrao + 1 646 430 6027
ashley.serrao@tradeweb.com

Media Relations
Daniel Noonan + 1 646 767 4677
daniel.noonan@tradeweb.com