Earnings Per Share

9 Months Ended

Sep. 30, 2020

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

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

EPS: Post-IPO net income attributable to Tradeweb Markets Inc.	(in thousands, except share and per share amounts)
Numerator:
Post-IPO net income attributable to Tradeweb Markets Inc.	$	36,812	$	29,612	$	111,236	$	42,440

Denominator:
Weighted average shares of Class A and Class B common stock outstanding - Basic	187,774,170		142,935,206		177,257,994		142,934,221
Dilutive effect of equity-settled PRSUs	2,584,192		2,492,381		2,371,727		2,355,938
Dilutive effect of options	4,402,391		5,935,056		5,264,106		5,868,601
Dilutive effect of RSUs	194,942		—		132,281		—
Weighted average shares of Class A and Class B common stock outstanding - Diluted	194,955,695		151,362,643		185,026,108		151,158,760

Earnings per share - Basic	$	0.20	$	0.21	$	0.63	$	0.30
Earnings per share - Diluted	$	0.19	$	0.20	$	0.60	$	0.28

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


		Nine Months Ended
		September 30, 2019

EPS: Pre-IPO net income attributable to Tradeweb Markets LLC(1)	(in thousands, except share and per share amounts)
Numerator:
Pre-IPO 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 period has been computed to give effect to the Reorganization Transactions, including the amendment and restatement of the TWM LLC Agreement 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.

For the three and nine months ended September 30, 2020, there were approximately 179,508 and 264,882 weighted-average options and RSUs, respectively, that were anti-dilutive. As a result, these shares, which are still outstanding, were excluded from the computation of diluted earnings per share. For the three and nine months ended September 30, 2019, there were approximately 247,491 and 126,667 weighted-average options and equity-settled PRSUs, respectively, that were anti-dilutive and thus excluded from the computation of diluted earnings per share.

LLC Interests held by the Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock of Tradeweb Markets Inc. After evaluating the potential dilutive effect under the if-converted method, the 39,513,246 and 48,397,598 weighted-average LLC Interests for the assumed exchange of non-controlling interests, for the three and nine months ended September 30, 2020, respectively, were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share for the post-IPO periods.

Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not participating securities for purposes of the computation of earnings per share.