Quarterly Cash Dividend Raised by 20.0% to $0.12 Per
Share
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 fourth quarter
and full year ended December 31, 2024.
$463.3 million quarterly revenues increased 25.2%
(25.5% on a constant currency basis) compared to prior year
period
$2.3 trillion average daily volume (“ADV”) for the
quarter, an increase of 36.7% compared to prior year period;
quarterly ADV records in U.S. government bonds, mortgages and
global repurchase agreements; record 7.9% share of fully
electronic U.S. high yield TRACE
$159.9 million net income and $181.2 million
adjusted net income for the quarter, increases of 54.2% and
19.2% respectively from prior year period
52.8% adjusted EBITDA margin and $244.7 million
adjusted EBITDA for the quarter, compared to 53.0% and $195.9
million respectively for prior year period
$0.66 diluted earnings per share (“Diluted EPS”) and
$0.76 adjusted diluted earnings per share for the
quarter
$0.12 per share quarterly cash dividend declared, a
20.0% per share increase from prior year period
Billy Hult, CEO of Tradeweb:
"2024 was a banner year for Tradeweb, marking our 25th
consecutive year of record annual revenues. This achievement
reflects our commitment to growing our geographical footprint,
entering new markets and client channels through organic and
inorganic collaborations, and consistently delivering value to our
clients. The year culminated with a strong fourth quarter, driven
in part by a favorable market environment that created additional
tailwinds for our global business. Our strong performance in the
fourth quarter was highlighted by ADV records across money markets
and rates, as well as record share of fully electronic U.S. high
yield TRACE.
We forged key partnerships in the fourth quarter, becoming the
first strategic partner to Goldman Sachs for its GS DAP technology
platform, and collaborating with the Tokyo Stock Exchange to
provide institutional investors with better access to liquidity in
Japanese ETFs. What’s more, we celebrated major milestones, such as
the 10-year anniversary of our U.S. Credit platform and five years
since the launch of portfolio trading in European Credit.
We also continued to strengthen our global reach, appointing
Enrico Bruni and Troy Dixon as Co-Heads of Global Markets in newly
created leadership roles. As we close this remarkable year, I am
energized by the opportunities ahead and look forward to
collaborating with our clients to reach new heights in 2025.”
SELECT FINANCIAL RESULTS
4Q24
4Q23
Change
Constant
Currency Change (1)
(dollars in thousands except per share
amounts)(Unaudited)
GAAP Financial Measures
Total revenue
$
463,344
$
370,000
25.2
%
25.5
%
Rates
$
240,192
$
191,743
25.3
%
25.8
%
Credit
$
113,572
$
104,267
8.9
%
9.1
%
Equities
$
28,749
$
26,056
10.3
%
10.6
%
Money Markets
$
44,258
$
16,606
166.5
%
165.5
%
Market Data
$
30,011
$
25,908
15.8
%
15.9
%
Other
$
6,562
$
5,420
21.1
%
21.0
%
Net income
$
159,942
$
103,741
54.2
%
Net income attributable to Tradeweb Markets Inc. (2)
$
142,210
$
89,314
59.2
%
Diluted EPS
$
0.66
$
0.42
57.1
%
Net income margin
34.5
%
28.0
%
+648
bps
Non-GAAP Financial Measures
Adjusted EBITDA (1)
$
244,743
$
195,943
24.9
%
25.0
%
Adjusted EBITDA margin (1)
52.8
%
53.0
%
-14
bps
-20
bps
Adjusted EBIT (1)
$
227,347
$
180,957
25.6
%
25.8
%
Adjusted EBIT margin (1)
49.1
%
48.9
%
+16
bps
+11
bps
Adjusted Net Income (1)
$
181,183
$
151,937
19.2
%
19.4
%
Adjusted Diluted EPS (1)
$
0.76
$
0.64
18.8
%
18.8
%
(1)
Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income,
Adjusted Diluted EPS and constant currency change 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.
ADV (US $bn)
(Unaudited)
Asset Class
Product
4Q24
4Q23
YoY
Rates
Cash
$
509
$
398
27.9
%
Derivatives
744
690
7.9
%
Total
1,253
1,087
15.2
%
Credit
Cash
15
14
3.2
%
Derivatives
13
10
27.9
%
Total
27
24
13.3
%
Equities
Cash
11
11
1.9
%
Derivatives
12
12
(1.4
)%
Total
24
24
0.1
%
Money Markets
Cash
988
541
82.5
%
Total
988
541
82.5
%
Total
$
2,292
$
1,677
36.7
%
DISCUSSION OF RESULTS: FOURTH QUARTER 2024
Rates – Revenues of $240.2 million in the fourth quarter
of 2024 increased 25.3% compared to prior year period (increased
25.8% on a constant currency basis). Rates ADV was up 15.2% from
prior year period, driven by record ADV in U.S. government bonds
and mortgages, as well as strong year-over-year growth in
swaps/swaptions < 1-year. The addition of r8fin continued to
contribute to wholesale volumes. European government bonds reported
a 18.6% ADV increase from prior year period, driven by increased
client adoption of our diverse trading protocols. Mortgages reached
record ADV, up 22.0% from prior year period, driven by strong
specified pool volumes and to-be-announced ("TBA") volumes, which
were largely supported by elevated roll trading activity.
Credit – Revenues of $113.6 million in the fourth quarter
of 2024 increased 8.9% compared to prior year period (increased
9.1% on a constant currency basis). Credit ADV was up 13.3% from
prior year period, driven by strong activity in credit derivatives
and U.S. credit volumes, including record ADV in fully electronic
U.S. high yield credit. U.S. credit ADV was up 23.7% from prior
year period, reflecting continued client adoption across Tradeweb
products and protocols, including request-for-quote ("RFQ"),
Tradeweb AllTrade® and portfolio trading. European Credit ADV was
up 11.6% from prior year period, driven by robust activity across a
wide range of protocols including Tradeweb's Automated Intelligent
Execution tool ("AiEX"), Tradeweb AllTrade® and our unique dealer
selection tool, SNAP IOI. We reported 18.3% share of fully
electronic U.S. high grade TRACE, up 102 basis points (bps) from
prior year period, and a record 7.9% share of fully electronic U.S.
high yield TRACE, up 120 bps from prior year period.
Equities – Revenues of $28.7 million in the fourth
quarter of 2024 increased 10.3% compared to prior year period
(increased 10.6% on a constant currency basis). Equities ADV
remained relatively flat, up 0.1% from prior year period. Volumes
were driven by higher European ETF volumes and an increased number
of clients utilizing our RFQ offering.
Money Markets – Revenues of $44.3 million in the fourth
quarter of 2024 increased 166.5% compared to prior year period
(increased 165.5% on a constant currency basis). Money Markets ADV
was up 82.5% from prior year period, primarily driven by
contributions from the August 1, 2024 acquisition of ICD and record
ADV in global repurchase agreements, which was led by increased
client activity across the platform.
Market Data – Revenues of $30.0 million in the fourth
quarter of 2024 increased 15.8% compared to prior year period
(increased 15.9% on a constant currency basis). The increase was
derived primarily from increased LSEG market data fees from our
market data agreement that was amended effective as of November 1,
2023, as well as an increase in proprietary third party market data
revenue.
Other – Revenues of $6.6 million in the fourth quarter of
2024 increased 21.1% compared to prior year period (increased 21.0%
on a constant currency basis).
Operating Expenses of $274.8 million in the fourth
quarter of 2024 increased 20.3% compared to $228.4 million in the
prior year period, primarily due to an increase in employee
compensation and benefits as a result of increases in headcount to
support our continued growth and an increase in incentive
compensation expense tied to our financial performance, an increase
in depreciation and amortization expense primarily related to the
assets acquired in connection with the 2024 acquisitions of ICD and
r8fin and an increase in technology and communication expense due
to continued investment in our data strategy and infrastructure and
increased clearance and data fees driven primarily by higher
trading volumes from prior year period. Given the strong
environment to invest for long-term growth, during the fourth
quarter of 2024, we also accelerated certain discretionary
investments in marketing, consulting, digital assets and client
relationship development.
Adjusted Expenses of $236.0 million in the fourth quarter
of 2024 increased 24.8% (increased 25.2% on a constant currency
basis) compared to prior year period primarily due to an increase
in employee compensation and benefits as a result of increases in
headcount to support our continued growth and an increase in
incentive compensation expense tied to our financial performance
and an increase in technology and communication expense due to
continued investment in our data strategy and infrastructure and
increased clearance and data fees driven primarily by higher
trading volumes from prior year period. Given the strong
environment to invest for long-term growth, during the fourth
quarter of 2024, we also accelerated certain discretionary
investments in marketing, consulting, digital assets and client
relationship development. Please see "Non-GAAP Financial Measures"
below for additional information.
DISCUSSION OF RESULTS: FULL-YEAR 2024
Tradeweb recorded its 25th consecutive year of record annual
revenues for the year ended December 31, 2024, as total revenues
increased 29.0% (the same on a constant currency basis) to $1.7
billion compared to full year 2023. Revenue was driven by ADV of
more than $2.2 trillion and record ADV activity in each of the
following: U.S. government bonds, European government bonds,
swaps/swaptions ≥ 1-year and mortgages, as well as record ADV in
and share of fully electronic U.S. high grade credit. Net income
increased 35.9% to $570.0 million for the year ended December 31,
2024, compared to $419.5 million in 2023. Adjusted EBITDA margin
increased to 53.3% for the year ended December 31, 2024 compared to
52.4% in 2023, representing an increase of 91 bps from prior year
period (+80 bps on a constant currency basis). Diluted EPS
increased 36.3% from prior year period to $2.33 for the year ended
December 31, 2024. Adjusted Diluted EPS increased 29.2% from prior
year period to $2.92 for the year ended December 31, 2024.
RECENT HIGHLIGHTS
January 2025
- The U.S. Securities and Exchange Commission (SEC) approved the
registration of Tradeweb's swap execution facility, TW SEF LLC, as
a security-based swap execution facility (SBSEF) under the SEC's
new Regulation SE.
Fourth Quarter 2024
- Appointed Enrico Bruni and Troy Dixon to the newly-created
roles of Co-Heads of Global Markets, effective January 2025.
- Announced Tradeweb's collaboration with Tokyo Stock Exchange
("TSE") to offer institutional investors enhanced access to
liquidity in Japanese ETFs.
- Celebrated the 10-year anniversary of the launch of Tradeweb's
U.S. Credit platform and the five-year anniversary of the launch of
portfolio trading in European Credit.
- Announced that Tradeweb FTSE benchmark closing prices for U.S.
Treasuries, UK Gilts and European Government Bonds will be included
in FTSE Russell's premiere World Government Bond Index
("WGBI").
- Became the first strategic partner for Goldman Sachs' GS DAP
platform, introducing our trading and liquidity capabilities across
fixed income to help bring new commercial use cases to GS DAP.
- Recognized in numerous awards celebrating our company, as well
as our outstanding and diverse talent, including: America's Best
Companies 2025 (Forbes); European Women in Finance Awards,
Excellence in Trading Platforms - Alessandra Stagliano (Markets
Media); U.S. Women in Finance Awards, Rising Star - Bridget Silver
(Markets Media); U.S. Women in Finance Awards, CFO of the Year -
Sara Furber (Markets Media); 100 Most Influential Women in European
Finance - Nawel Khelil (Financial News); RFQ Platform of the Year,
ETF Stream Awards (ETF Stream)
CAPITAL MANAGEMENT
- $1.3 billion in cash and cash equivalents and an undrawn $500.0
million credit facility at December 31, 2024
- Cash capital expenditures and capitalized software development
in the fourth quarter 2024 of $38.0 million and $88.9 million in
full-year 2024
- Free cash flow for the year ended December 31, 2024 of $808.9
million, up 18.2% compared to prior year period. See “Non-GAAP
Financial Measures” for additional information
- During the year ended December 31, 2024, as part of its share
repurchase program, Tradeweb purchased a total of 478,915 shares of
Class A common stock, at an average price of $125.07, for purchases
totaling $59.9 million. During the fourth quarter of 2024, Tradeweb
purchased a total of 264,120 shares of Class A common stock, at an
average price of $132.11, for purchases totaling $34.9 million. As
of December 31, 2024, a total of $179.9 million remained available
for repurchase pursuant to the current share repurchase program
authorization
- $1.6 million in shares of Class A common stock were withheld in
the fourth quarter of 2024 and $48.0 million in shares of Class A
common stock were withheld in the full-year 2024 to satisfy tax
obligations related to the exercise of stock options and vesting of
restricted stock units and performance-based restricted stock units
held by employees
- The Board of Directors declared a quarterly cash dividend of
$0.12 per share of Class A common stock and Class B common stock, a
20.0% per share increase from prior year. This dividend will be
payable on March 17, 2025 to stockholders of record as of March 3,
2025
OTHER MATTERS
Full-Year 2025 Guidance*
- Adjusted Expenses: $970 - 1,030 million
- Acquisition and Refinitiv Transaction related depreciation and
amortization expense: $176 million
- Assumed non-GAAP tax rate: ~24.5% - 25.5%
- Cash capital expenditures and capitalized software development:
~ $99 - 109 million
- LSEG Market Data Contract Revenue: ~$90 million
LSEG Market Data Contract Revenue guidance is unchanged from the
prior quarter guidance.
*GAAP operating expenses and tax rate guidance are not provided
due to the inherent difficulty in quantifying certain amounts due
to a variety of factors including the unpredictability in the
movement of foreign currency rates. Expense guidance assumes an
average 2025 Sterling/US$ foreign exchange rate of 1.28.
CONFERENCE CALL
Tradeweb Markets will hold a conference call to discuss fourth
quarter and full year 2024 results starting at 9:30 AM EST today,
February 6, 2025. A live, audio webcast of the conference call
along with related presentation materials will be available at
https://investors.tradeweb.com/events-and-presentations.
- To join the call via audio webcast, click here:
https://edge.media-server.com/mmc/p/cw4zesjo/
- To join the call via phone, please register in advance here:
https://register.vevent.com/register/BI82aeb5b6b0af4127af700cf95f163d3b.
Registered participants will receive an email confirmation with a
unique PIN to access the conference call.
An archived recording of the call will be available afterward at
https://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 50 products to clients in the
institutional, wholesale, retail and corporates 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 more than 3,000 clients in more than 85 countries. On
average, Tradeweb facilitated more than $2.2 trillion in notional
value traded per day over the past four fiscal quarters. For more
information, please go to www.tradeweb.com.
TRADEWEB MARKETS INC.
CONSOLIDATED STATEMENTS OF
INCOME
(UNAUDITED)
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
Revenues
(dollars in thousands, except
per share amounts)
Transaction fees and commissions
$
384,128
$
301,800
$
1,423,547
$
1,078,344
Subscription fees
55,026
47,489
206,659
183,972
LSEG market data fees
20,552
17,821
82,145
64,336
Other
3,638
2,890
13,598
11,567
Total revenue
463,344
370,000
1,725,949
1,338,219
Expenses
Employee compensation and benefits
152,206
125,872
592,690
460,305
Depreciation and amortization
62,854
47,500
219,999
185,350
Technology and communications
28,728
21,505
98,568
77,506
General and administrative
12,291
19,803
56,317
51,495
Professional fees
13,574
10,043
60,132
42,364
Occupancy
5,151
3,647
20,215
15,930
Total expenses
274,804
228,370
1,047,921
832,950
Operating income
188,540
141,630
678,028
505,269
Tax receivable agreement liability
adjustment
8,600
(9,517
)
7,730
(9,517
)
Interest income
14,803
20,952
74,037
67,397
Interest expense
(573
)
(667
)
(4,279
)
(2,047
)
Other income (loss), net
(1,124
)
(11,100
)
(1,114
)
(13,122
)
Income before taxes
210,246
141,298
754,402
547,980
Provision for income taxes
(50,304
)
(37,557
)
(184,439
)
(128,477
)
Net income
159,942
103,741
569,963
419,503
Less: Net income attributable to
non-controlling interests
17,732
14,427
68,456
54,637
Net income attributable to Tradeweb
Markets Inc.
$
142,210
$
89,314
$
501,507
$
364,866
Earnings per share attributable to
Tradeweb Markets Inc. Class A and B common stockholders:
Basic
$
0.67
$
0.42
$
2.35
$
1.73
Diluted
$
0.66
$
0.42
$
2.33
$
1.71
Weighted average shares outstanding:
Basic
213,039,958
211,843,460
213,030,056
210,796,802
Diluted
215,043,352
213,833,001
214,924,763
212,668,808
TRADEWEB MARKETS INC.
RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES (UNAUDITED)
Reconciliation of Net Income to
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT and Adjusted
EBIT Margin
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
(dollars in thousands)
Net income
$
159,942
$
103,741
$
569,963
$
419,503
Merger and acquisition transaction and
integration costs (1)
1,071
1,631
22,823
8,042
Interest income
(14,803
)
(20,952
)
(74,037
)
(67,397
)
Interest expense
573
667
4,279
2,047
Depreciation and amortization
62,854
47,500
219,999
185,350
Stock-based compensation expense (2)
701
987
6,096
2,947
Provision for income taxes
50,304
37,557
184,439
128,477
Foreign exchange (gains) / losses (3)
(8,423
)
4,195
(6,326
)
(47
)
Tax receivable agreement liability
adjustment (4)
(8,600
)
9,517
(7,730
)
9,517
Other (income) loss, net
1,124
11,100
1,114
13,122
Adjusted EBITDA
$
244,743
$
195,943
$
920,620
$
701,561
Less: Depreciation and amortization
(62,854
)
(47,500
)
(219,999
)
(185,350
)
Add: D&A related to acquisitions and
the Refinitiv Transaction (5)
45,458
32,514
156,489
127,731
Adjusted EBIT
$
227,347
$
180,957
$
857,110
$
643,942
Net income margin (6)
34.5
%
28.0
%
33.0
%
31.3
%
Adjusted EBITDA margin (6)
52.8
%
53.0
%
53.3
%
52.4
%
Adjusted EBIT margin (6)
49.1
%
48.9
%
49.7
%
48.1
%
(1)
Represents incremental direct
costs associated with the acquisition and integration of completed
and potential mergers and acquisitions. These costs generally
include legal, consulting, advisory, due diligence, severance and
certain other transaction expenses and third party costs incurred
that directly relate to the acquisition transaction or its
integration.
(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
the exercise of such options. During the quarter ended and year
ended December 31, 2024, this adjustment also includes none and
$2.7 million, respectively, of non-cash accelerated stock-based
compensation expense and related payroll taxes associated with our
former President and $0.6 million and $1.0 million, respectively,
of non-cash stock-based compensation expense and related payroll
taxes associated with RSAs and RSUs issued to help retain key ICD
employees during the integration of ICD.
(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 consolidated statement of
financial condition as a result of, as applicable, 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 acquisitions 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)
Net income margin, Adjusted
EBITDA margin and Adjusted EBIT margin are defined as net income,
Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue
for the applicable period.
Reconciliation of Net Income to
Adjusted Net Income and Adjusted Diluted EPS
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
(dollars in thousands, except
per share amounts)
Earnings per diluted share
$
0.66
$
0.42
$
2.33
$
1.71
Net income attributable to Tradeweb
Markets Inc.
$
142,210
$
89,314
$
501,507
$
364,866
Net income attributable to non-controlling
interests (1)
17,732
14,427
68,456
54,637
Net income
159,942
103,741
569,963
419,503
Provision for income taxes
50,304
37,557
184,439
128,477
Merger and acquisition transaction and
integration costs (2)
1,071
1,631
22,823
8,042
D&A related to acquisitions and the
Refinitiv Transaction (3)
45,458
32,514
156,489
127,731
Stock-based compensation expense (4)
701
987
6,096
2,947
Foreign exchange (gains) / losses (5)
(8,423
)
4,195
(6,326
)
(47
)
Tax receivable agreement liability
adjustment (6)
(8,600
)
9,517
(7,730
)
9,517
Other (income) loss, net
1,124
11,100
1,114
13,122
Adjusted Net Income before income
taxes
241,577
201,242
926,868
709,292
Adjusted income taxes (7)
(60,394
)
(49,305
)
(231,717
)
(173,777
)
Adjusted Net Income
$
181,183
$
151,937
$
695,151
$
535,515
Adjusted Diluted EPS (8)
$
0.76
$
0.64
$
2.92
$
2.26
(1)
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.
(2)
Represents incremental direct
costs associated with the acquisition and integration of completed
and potential mergers and acquisitions. These costs generally
include legal, consulting, advisory, due diligence, severance and
certain other transaction expenses and third party costs incurred
that directly relate to the acquisition transaction or its
integration.
(3)
Represents intangible asset and
acquired software amortization resulting from acquisitions 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).
(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
the exercise of such options. During the quarter ended and year
ended December 31, 2024, this adjustment also includes none and
$2.7 million, respectively, of non-cash accelerated stock-based
compensation expense and related payroll taxes associated with our
former President and $0.6 million and $1.0 million, respectively,
of non-cash stock-based compensation expense and related payroll
taxes associated with RSAs and RSUs issued to help retain key ICD
employees during the integration of ICD.
(5)
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.
(6)
Represents income recognized
during the applicable period due to changes in the tax receivable
agreement liability recorded in the consolidated statement of
financial condition as a result of, as applicable, changes in the
mix of earnings, tax legislation and tax rates in various
jurisdictions which impacted our tax savings.
(7)
Represents corporate income taxes
at an assumed effective tax rate of 25.0% applied to Adjusted Net
Income before income taxes for the quarter and year ended December
31, 2024 and 24.5% for the quarter and year ended December 31,
2023.
(8)
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 and Adjusted Diluted EPS” below.
The following table summarizes the calculation of Adjusted
Diluted EPS for the periods presented:
Reconciliation of Diluted Weighted
Average Shares Outstanding to Adjusted Diluted Weighted Average
Shares Outstanding and Adjusted Diluted EPS
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
Diluted weighted average shares of Class A
and Class B common stock outstanding
215,043,352
213,833,001
214,924,763
212,668,808
Weighted average of other participating
securities (1)
249,907
281,059
165,565
270,249
Assumed exchange of LLC Interests for
shares of Class A or Class B common stock (2)
23,073,616
23,079,809
23,076,373
23,902,379
Adjusted diluted weighted average shares
outstanding
238,366,875
237,193,869
238,166,701
236,841,436
Adjusted Net Income (in thousands)
$
181,183
$
151,937
$
695,151
$
535,515
Adjusted Diluted EPS
$
0.76
$
0.64
$
2.92
$
2.26
(1)
Represents the weighted average
of unvested stock awards and unsettled vested stock awards issued
to certain retired or terminated employees that are entitled to
non-forfeitable dividend equivalent rights and are considered
participating securities prior to being issued and outstanding
shares of common stock in accordance with the two-class method used
for purposes of calculating earnings per share.
(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.
Reconciliation of Operating Expenses to
Adjusted Expenses
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
(dollars in thousands)
Operating expenses
$
274,804
$
228,370
$
1,047,921
$
832,950
Merger and acquisition transaction and
integration costs (1)
(1,071
)
(1,631
)
(22,823
)
(8,042
)
D&A related to acquisitions and the
Refinitiv Transaction (2)
(45,458
)
(32,514
)
(156,489
)
(127,731
)
Stock-based compensation expense (3)
(701
)
(987
)
(6,096
)
(2,947
)
Foreign exchange gains / (losses) (4)
8,423
(4,195
)
6,326
47
Adjusted Expenses
$
235,997
$
189,043
$
868,839
$
694,277
(1)
Represents incremental direct
costs associated with the acquisition and integration of completed
and potential mergers and acquisitions. These costs generally
include legal, consulting, advisory, due diligence, severance and
certain other transaction expenses and third party costs incurred
that directly relate to the acquisition transaction or its
integration.
(2)
Represents intangible asset and
acquired software amortization resulting from acquisitions 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).
(3)
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
the exercise of such options. During the quarter ended and year
ended December 31, 2024, this adjustment also includes none and
$2.7 million, respectively, of non-cash accelerated stock-based
compensation expense and related payroll taxes associated with our
former President and $0.6 million and $1.0 million, respectively,
of non-cash stock-based compensation expense and related payroll
taxes associated with RSAs and RSUs issued to help retain key ICD
employees during the integration of ICD.
(4)
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.
Year Ended December
31,
Reconciliation of Cash Flow from
Operating Activities to Free Cash Flow
2024
2023
(dollars in thousands)
Cash flow from operating activities
$
897,741
$
746,089
Less: Capitalization of software
development costs
(47,909
)
(43,235
)
Less: Purchases of furniture, equipment
and leasehold improvements
(40,960
)
(18,529
)
Free Cash Flow
$
808,872
$
684,325
TRADEWEB MARKETS INC.
BASIC AND DILUTED EPS CALCULATIONS
(UNAUDITED)
The following table summarizes the basic
and diluted earnings per share calculations for Tradeweb Markets
Inc.:
EPS: Net income attributable to
Tradeweb Markets Inc.
Quarter Ended December
31,
Year Ended December
31,
2024
2023
2024
2023
(dollars in thousands, except
per share amounts)
Numerator:
Net income attributable to Tradeweb
Markets Inc.
$
142,210
$
89,314
$
501,507
$
364,866
Less: Distributed and undistributed
earnings allocated to participating securities (1)
(167
)
(118
)
(389
)
(467
)
Net income attributable to outstanding
shares of Class A and Class B common stock - Basic and Diluted
$
142,043
$
89,196
$
501,118
$
364,399
Denominator:
Weighted average shares of Class A and
Class B common stock outstanding - Basic
213,039,958
211,843,460
213,030,056
210,796,802
Dilutive effect of PRSUs
661,696
691,150
589,171
458,343
Dilutive effect of options
303,253
877,866
428,926
1,150,159
Dilutive effect of RSUs and RSAs
561,703
394,812
415,957
257,076
Dilutive effect of PSUs
476,742
25,713
460,653
6,428
Weighted average shares of Class A and
Class B common stock outstanding - Diluted
215,043,352
213,833,001
214,924,763
212,668,808
Earnings per share - Basic
$
0.67
$
0.42
$
2.35
$
1.73
Earnings per share - Diluted
$
0.66
$
0.42
$
2.33
$
1.71
(1)
During the quarters ended
December 31, 2024 and 2023, there was a total of 249,907 and
281,059, respectively, and during the years ended December 31, 2024
and 2023, there was a total of 165,565 and 270,249, respectively,
weighted average unvested or unsettled vested stock awards that
were considered a participating security for purposes of
calculating earnings per share in accordance with the two-class
method.
TRADEWEB MARKETS INC.
REVENUES BY ASSET CLASS
(UNAUDITED)
Quarter Ended
Quarter Ended
Year Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Revenues
Variable
Fixed
Variable
Fixed
Variable
Fixed
Variable
Fixed
(dollars in thousands)
Rates
$
175,407
$
64,785
$
132,248
$
59,495
$
660,438
$
244,500
$
462,132
$
233,302
Credit
103,377
10,195
96,799
7,468
423,708
35,332
338,981
28,413
Equities
26,470
2,279
23,673
2,383
94,964
9,220
86,003
9,292
Money Markets
40,030
4,228
12,448
4,158
98,216
17,004
45,830
17,180
Market Data
89
29,922
108
25,800
457
117,563
268
93,806
Other
468
6,094
—
5,420
981
23,566
—
23,012
Total revenue
$
345,841
$
117,503
$
265,276
$
104,724
$
1,278,764
$
447,185
$
933,214
$
405,005
TRADEWEB MARKETS INC.
AVERAGE VARIABLE FEES PER MILLION
DOLLARS OF VOLUME (UNAUDITED)
Quarter Ended December
31,
YoY
2024
2023
% Change
Rates
$
2.23
$
1.95
14.5
%
Rates Cash
$
2.37
$
2.47
(4.2
)%
Rates Derivatives
$
2.14
$
1.66
29.1
%
Rates Derivatives (greater than 1
year)
$
3.65
$
2.36
54.6
%
Other Rates Derivatives (1)
$
0.23
$
0.21
9.4
%
Credit
$
60.36
$
64.64
(6.6
)%
Cash Credit (2)
$
148.07
$
168.34
(12.0
)%
Credit Derivatives, China Bonds and U.S.
Cash EP
$
7.98
$
7.90
1.0
%
Equities
$
17.56
$
15.97
9.9
%
Equities Cash
$
29.00
$
27.92
3.9
%
Equities Derivatives
$
7.07
$
5.38
31.4
%
Money Markets
$
0.57
$
0.37
54.8
%
Total
$
2.28
$
2.54
(10.4
)%
Total excluding Other Rates Derivatives
(3)
$
2.60
$
2.91
(10.7
)%
(1)
Includes Swaps/Swaptions of tenor
less than 1 year and Rates Futures.
(2)
The “Cash Credit” category
represents the “Credit” asset class excluding (1) Credit
Derivatives (2) China Bonds and (3) U.S. High Grade and High Yield
electronically processed (“EP”) activity.
(3)
Included to contextualize the
impact of short-tenored Swaps/Swaptions and Rates Futures on totals
for all periods presented.
TRADEWEB MARKETS INC.
AVERAGE DAILY VOLUME (UNAUDITED)
(1)
2024 Q4
2023 Q4
YoY
Asset Class
Product
ADV (USD mm)
Volume (USD mm)
ADV (USD mm)
Volume (USD mm)
ADV
Rates
Cash
$
508,863
$
31,654,127
$
397,946
$
24,713,727
27.87
%
U.S. Government Bonds
224,928
13,945,561
162,335
10,064,801
38.56
%
European Government Bonds
48,016
3,073,052
40,491
2,550,927
18.59
%
Mortgages
226,707
14,055,856
185,883
11,524,751
21.96
%
Other Government Bonds
9,211
579,657
9,236
573,248
(0.27
)%
Derivatives
744,189
46,916,987
689,543
43,033,453
7.92
%
Swaps/Swaptions ≥ 1Y
416,896
26,248,749
459,943
28,695,380
(9.36
)%
Swaps/Swaptions < 1Y
320,517
20,205,645
226,131
14,121,397
41.74
%
Futures
6,776
462,593
3,469
216,676
95.37
%
Total
1,253,052
78,571,114
1,087,489
67,747,180
15.22
%
Credit
Cash
14,751
919,420
14,291
882,253
3.22
%
U.S. High Grade - Fully
Electronic
6,481
401,793
5,134
318,320
26.22
%
U.S. High Grade - Electronically
Processed
3,116
193,168
2,500
154,994
24.63
%
U.S. High Yield - Fully
Electronic
794
49,248
642
39,825
23.66
%
U.S. High Yield - Electronically
Processed
219
13,598
300
18,620
(26.97
)%
European Credit
2,280
145,902
2,044
128,744
11.56
%
Municipal Bonds
421
26,113
454
28,175
(7.32
)%
Chinese Bonds
1,166
72,276
2,984
179,032
(60.93
)%
Other Credit Bonds
275
17,322
232
14,544
18.51
%
Derivatives
12,613
793,229
9,864
615,208
27.87
%
Swaps
12,613
793,229
9,864
615,208
27.87
%
Total
27,364
1,712,648
24,154
1,497,461
13.29
%
Equities
Cash
11,263
720,851
11,054
696,386
1.90
%
U.S. ETFs
8,103
518,579
8,308
523,379
(2.47
)%
European ETFs
3,161
202,272
2,746
173,007
15.09
%
Derivatives
12,295
786,854
12,474
785,845
(1.44
)%
Convertibles/Swaps/Options
8,906
570,007
8,495
535,199
4.84
%
Futures
3,388
216,847
3,979
250,646
(14.84
)%
Total
23,558
1,507,705
23,527
1,482,230
0.13
%
Money Markets
Cash
988,081
69,906,820
541,367
33,641,259
82.52
%
Repurchase Agreements (Repo)
687,695
42,873,437
524,267
32,578,498
31.17
%
Other Money Markets
300,386
27,033,383
17,100
1,062,761
1656.68
%
Total
988,081
69,906,820
541,367
33,641,259
82.52
%
ADV (USD mm)
Volume (USD mm)
ADV (USD mm)
Volume (USD mm)
YoY
Total
$
2,292,055
$
151,698,287
$
1,676,537
$
104,368,131
36.70
%
(1)
We acquired Yieldbroker, r8fin
and ICD on August 31, 2023, January 19, 2024 and August 1, 2024,
respectively. Total volume reported includes volumes from each
acquired business subsequent to the closing date of the applicable
acquisition.
To access historical traded volumes, go to
https://www.tradeweb.com/newsroom/monthly-activity-reports/.
BASIS OF PRESENTATION
Tradeweb Markets Inc. (unless the context otherwise requires,
together with its subsidiaries, referred to as “we,” “our,”
“Tradeweb,” “Tradeweb Markets” or the “Company”) closed its IPO 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 principal assets consist of its direct and indirect
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.
Numerical figures included in this release have been subject to
rounding adjustments and as a result totals may not be the
arithmetic aggregation of the amounts that precede them and figures
expressed as percentages may not total 100%.
Please refer to the Company's previously filed Quarterly Reports
on Form 10-Q and Annual Report on Form 10-K for capitalized terms
not otherwise defined herein.
UNAUDITED INTERIM AND FULL YEAR RESULTS
The interim and full year financial results presented herein for
the three months and the year ended December 31, 2024 and 2023 are
unaudited.
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 full-year 2025 guidance
and full-year 2025 revenue guidance related to the LSEG market data
license agreement, pending and completed acquisitions, 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.
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 the 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 events or
performance and future events, 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 future events, 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 events, 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.
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 Net Income per diluted
share ("Adjusted Diluted EPS"), Adjusted Expenses, Free Cash Flow
and constant currency change, which are supplemental financial
measures that are not calculated and 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 non-acquisition related expenditures for capitalized software
development costs and furniture, equipment and leasehold
improvements.
We present certain changes 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 change, which is a non-GAAP
financial measure, is defined as change excluding the effects of
foreign currency fluctuations. Constant currency information is
calculated by translating the current period and prior period’s
results using the annual average exchange rates for the prior
period. We use constant currency change as a supplemental metric to
evaluate our underlying performance between periods by removing the
impact of foreign currency fluctuations. We present certain
constant currency change 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.
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, net
income margin, earnings per share, operating income, operating
expenses, cash flow from operating activities or any other
financial measure prepared or 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 EBT, 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.
MARKET AND INDUSTRY DATA
This release includes estimates regarding market and industry
data that we prepared based on our management’s knowledge and
experience in the markets in which we operate, together with
information obtained from various sources, including publicly
available information, industry reports and publications, surveys,
our clients, trade and business organizations and other contacts in
the markets in which we operate. In presenting this information, we
have made certain assumptions that we believe to be reasonable
based on such data and other similar sources and on our knowledge
of, and our experience to date in, the markets in which we operate.
While such information is believed to be reliable for the purposes
used herein, no representations are made as to the accuracy or
completeness thereof and we take no responsibility for such
information.
TRADEWEB SOCIAL MEDIA
Investors and others should note that Tradeweb announces
material financial and operational information using its investor
relations website, press releases, SEC filings and public
conference calls and webcasts. Information about Tradeweb, 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 X. 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 to monitor these social media channels in addition to
following our investor relations website, 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/20250206827450/en/
Investor Relations Ashley Serrao + 1 646 430 6027
Ashley.Serrao@Tradeweb.com
Media Relations Daniel Noonan + 1 646 767 4677
Daniel.Noonan@Tradeweb.com
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