The following discussion of Newmark's financial condition and results of
operations should be read together with Newmark's accompanying consolidated
financial statements and related notes, as well as the caution "Special Note
Regarding Forward-Looking Information" relating to forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), included in Newmark's Annual report on Form 10-K
and in this report. When used herein, the terms "Newmark," the "Company," "we,"
"us," and "our" refer to Newmark Group, Inc. and its consolidated subsidiaries.

This discussion summarizes the significant factors affecting our results of
operations and financial condition during the years ended December 31, 2021,
2020 and 2019. We operate in one reportable segment, real estate services. This
discussion is provided to increase the understanding of, and should be read in
conjunction with, our accompanying consolidated financial statements and the
notes thereto included elsewhere in this report.

Forward-Looking Cautionary Statements

Our actual results and the outcome and timing of certain events may differ
significantly from the expectations discussed in the forward-looking statements.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, the factors set forth below:

•macroeconomic and other challenges and uncertainties resulting from the
coronavirus ("COVID-19") pandemic, including any successive waves or variants of
the virus, the complications in the implementation of vaccination programs,
effectiveness and public acceptance of vaccines, and governmental and public
reactions thereto, including the adoption of vaccine mandates and of vaccine
passport requirements or other documentation by governmental authorities or
private operators of public spaces, the impact on the economy, the commercial
real estate services industry and the global financial markets, and consumer and
corporate clients and customers, including the effect on demand for commercial
real estate including office space, levels of new lease activity and renewals,
frequency of loan defaults and forbearance, and fluctuations in the
mortgage-backed securities market;

•challenges relating to our repositioning of certain aspects of our business to
adapt to and better address the needs of our clients in the future as a result
of the acceleration of pre-existing long-term social and economic trends, or
emergence of new trends resulting from the COVID-19 pandemic and governmental
measures taken in response thereto, including changes in the mix of demand for
commercial real estate space, including decreased demand for urban office and
retail space generally, which may be offset in whole or in part by increased
demand for suburban office, data storage, fulfillment, and distribution centers
and life sciences facilities, that could materially reduce demand for commercial
space and have a material adverse effect on the nature of and demand for our
commercial real estate services, including the time and expense related to such
repositioning, as well as risks related to our entry into new geographic markets
or lines of business;

•the impact of the COVID-19 pandemic, including any successive waves or variants
of the virus, on our operations, including the continued ability of our
executives, employees, clients and third-party service providers to perform
their functions at normal levels, as well as the cybersecurity risks of remote
working, and our ability to continue providing on-site commercial property
management services;

•market conditions, transaction volumes, possible disruptions in transactions,
potential deterioration of equity and debt capital markets for commercial real
estate and related services, impact of significant changes in interest rates and
our ability to access the capital markets as needed or on reasonable terms and
conditions;

•pricing, commissions and fees, and market position with respect to any of our
products and services and those of our competitors;

•the effect of industry concentration and reorganization, reduction of customers
and consolidation;

•uncertainties related to integrating certain assets of Knotel, Inc. ("Knotel")
and Space Management
(DBA "Deskeo") as we build out our international flexible office business;

•liquidity, regulatory requirements and the impact of credit market events,
including the impact of COVID-19 and actions taken by governments and businesses
in responses thereto on the credit markets and interest rates;

•our relationship and transactions with Cantor Fitzgerald, L.P. ("Cantor") and
its affiliates, Newmark's structure, including Newmark Holdings, L.P. ("Newmark
Holdings"), which is owned by Newmark, Cantor, Newmark's employee partners and
other partners, and our operating partnership, which is owned jointly by us and
Newmark Holdings (which we refer to as "Newmark OpCo" ) any related
transactions, conflicts of interest, or litigation, any loans to or from Newmark
or Cantor, Newmark Holdings or Newmark OpCo, including the balances and interest
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rates thereof from time to time and any convertible or equity features of any
such loans, competition for and retention of brokers and other managers and key
employees;

•the impact on our stock price from the reduction of our dividend and potential
future changes in our capital deployment priorities, including repurchases of
shares, purchases of limited partnership interests, and our dividend policy, and
in Newmark Holdings distributions to partners and the related impact of such
reductions, as well as the effect of layoffs, furloughs, salary cuts, and
expected lower commissions or bonuses on the repayment of partner loans;

•market volatility as a result of the effects of COVID-19 or other market
conditions, which may not be sustainable or predictable in future periods;

•our ability to grow in other geographic regions and to manage our continued
overseas growth and the impact of the COVID-19 pandemic on these regions and
transactions;

•our ability to maintain or develop relationships with independently owned
offices or affiliated businesses or partners in our business;

•the impact of any restructuring or similar transaction on our business and
financial results in current or future periods, including with respect to any
assumed liabilities or indemnification obligations with respect to such
transactions, the integration of any completed acquisitions and the use of
proceeds of any completed dispositions;

•our ability to effectively deploy the proceeds of our Nasdaq, Inc. ("Nasdaq")
shares to repurchase shares or limited partnership interests, reduce our debt,
and invest in growing our business;

•risks related to changes in our relationships with the Government Sponsored
Enterprises ("GSEs") and Housing and Urban Development ("HUD"), including the
impact of COVID-19 and related changes in the credit markets, changes in
prevailing interest rates and the risk of loss in connection with loan defaults;

•risks related to changes in the future of the GSEs, including changes in the
terms of applicable conservatorships and changes in their capabilities;

•economic or geopolitical conditions or uncertainties, the actions of
governments or central banks, including the impact of COVID-19 on the global
markets and government responses, and restrictions on business and commercial
activity, uncertainty regarding the nature, timing and consequences of the
United Kingdom ("U.K.")'s exit from the European Union ("EU") following the
withdrawal process, including potential reduction in investment in the U.K., and
the pursuit of trade, border control or other related policies by the U.S.
and/or other countries (including U.S. - China trade relations), political and
civil unrest in the U.S., including demonstrations, riots, rising tensions with
law enforcement, the impact of the recent or upcoming U.S. Presidential and
Congressional elections, response to governmental mandates and other
restrictions related to COVID-19 in the U.S. or abroad, political and labor
unrest in France, Hong Kong, China and other jurisdictions, conflict in the
Middle East, Russia, Ukraine, or other jurisdictions, the impact of U.S.
government shutdowns or impasses, the impact of terrorist acts, acts of war or
other violence or political unrest, as well as natural disasters or
weather-related or similar events, including hurricanes as well as power
failures, communication and transportation disruptions, and other interruptions
of utilities or other essential services, and the impact of pandemics and other
international health incidents, including COVID-19;

•the effect on our business, clients, the markets in which we operate, and the
economy in general of inflationary pressures and the Federal Reserve's response
thereto, infrastructure spending, changes in the U.S. and foreign tax and other
laws, including changes in tax rates, repatriation rules, and deductibility of
interest, potential policy and regulatory changes in Mexico and other countries,
sequestrations, uncertainties regarding the debt ceiling and the federal budget,
and future changes to tax policy and other potential political policies
resulting from elections and changes in governments;

•our dependence upon our key employees, our ability to build out successful
succession plans, the impact of absence due to illness or leave of certain key
executive officers or employees and our ability to attract, retain, motivate and
integrate new employees, as well as the competing demands on the time of certain
of our executive officers who also provide services to Cantor, BGC and various
other ventures and investments sponsored by Cantor;

•the effect on our business of changes in interest rates, changes in benchmarks,
including the transition away from LIBOR, the transition to alternative
benchmarks such as SOFR, and federal and state legislation relating thereto, the
level of worldwide governmental debt issuances, austerity programs, government
stimulus packages, including those related to COVID-19, increases or decreases
in deficits and the impact of increased government tax rates, and other changes
to monetary policy, and potential political impasses or regulatory requirements,
including increased capital requirements for banks and other institutions or
changes in legislation, regulations and priorities;
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•extensive regulation of our business and clients, changes in regulations
relating to commercial real estate and other industries, and risks relating to
compliance matters, including regulatory examinations, inspections,
investigations and enforcement actions, and any resulting costs, increased
financial and capital requirements, enhanced oversight, remediation, fines,
penalties, sanctions, and changes to or restrictions or limitations on specific
activities, operations, compensatory arrangements, and growth opportunities,
including acquisitions, hiring, and new businesses, products, or services, as
well as risks related to our taking actions to ensure that we and Newmark
Holdings are not deemed investment companies under the Investment Company Act of
1940;

•the impact of illness or governmental actions preventing a significant portion
of our workforce or the workforce of our clients or third-party vendors from
performing functions that can only be conducted in-person, including on-site
tours and inspections of buildings;

•factors related to specific transactions or series of transactions as well as
counterparty failure;

•costs and expenses of developing, maintaining and protecting our intellectual
property, as well as employment, regulatory, and other litigation, proceedings
and their related costs, including related to acquisitions and other matters,
including judgments, fines, or settlements paid, reputational risk, and the
impact thereof on our financial results and cash flow in any given period;

•our ability to maintain continued access to credit and availability of
financing necessary to support our ongoing business needs, including to
refinance indebtedness, and the risks associated with the resulting leverage, as
well as fluctuations in interest rates;

•certain other financial risks, including the possibility of future losses,
indemnification obligations, assumed liabilities, reduced cash flows from
operations, increased leverage, reduced availability under our Credit Facility
and CF Secured Borrowing Facility, and the need for short or long-term
borrowings, including from Cantor, the ability of Newmark to refinance our
indebtedness, including in the credit markets, and our ability to satisfy
eligibility criteria for government-sponsored loan programs and changes to
interest rates and market liquidity or our access to other sources of cash
relating to acquisitions, dispositions, or other matters, potential liquidity
and other risks relating to our ability to maintain continued access to credit
and availability of financing necessary to support ongoing business needs on
terms acceptable to us, if at all, and risks associated with the resulting
leverage, including potentially causing a reduction in credit ratings and the
associated outlooks and increased borrowing costs as well as interest rate and
foreign currency exchange rate fluctuations;

•risks associated with the temporary or longer-term investment of our available
cash, including in Newmark OpCo, defaults or impairments on the Company's
investments (including investments in non-marketable securities), joint venture
interests, stock loans or cash management vehicles and collectability of loan
balances owed to us by partners, employees, Newmark OpCo or others;

•the impact of any reduction in the willingness of commercial property owners to
outsource their property management needs;

•our ability to enter new markets or develop new products or services and to
induce clients to use these products or services and to secure and maintain
market share, and the impact of COVID-19 generally and on the commercial real
estate services business in particular;

•our ability to enter into marketing and strategic alliances, business
combinations, restructuring, rebranding or other transactions, including
acquisitions, dispositions, reorganizations, partnering opportunities and joint
ventures, the anticipated benefits of any such transactions, relationships or
growth and the future impact of any such transactions, relationships or growth
on other businesses and financial results for current or future periods, the
integration of any completed acquisitions and the use of proceeds of any
completed dispositions, the impact of amendments and/or terminations of any
strategic arrangements, and the value of any hedging entered into in connection
with consideration received or to be received in connection with such
dispositions and any transfers thereof;

•our estimates or determinations of potential value with respect to various
assets or portions of the Company’s business, including with respect to the
accuracy of the assumptions or the valuation models or multiples used;

•the impact of near- or off-shoring on our business, including on our ability to
manage turnover and hire and retain personnel, including brokerage
professionals, salespeople, managers, and other professionals;

•our ability to effectively manage any growth that may be achieved, including
outside of the U.S., while ensuring compliance with all applicable financial
reporting, internal control, legal compliance, and regulatory requirements;

•our ability to identify and remediate any material weaknesses or significant
deficiencies in internal controls that could affect our ability to properly
maintain books and records, prepare financial statements and reports in a timely
manner, control policies, practices and procedures, operations and assets,
assess and manage the
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Company’s operational, regulatory and financial risks, and integrate acquired
businesses and brokers, salespeople, managers and other professionals;

•the impact of unexpected market moves and similar events;

•information technology risks, including capacity constraints, failures, or
disruptions in our systems or those of clients, counterparties, or other parties
with which we interact, increased demands on such systems and on the
telecommunications infrastructure from remote working during the COVID-19
pandemic, including cyber-security risks and incidents, compliance with
regulations requiring data minimization and protection and preservation of
records of access and transfers of data, privacy risk and exposure to potential
liability and regulatory focus;

•the impact of our reductions to our dividends and distributions and the timing
and amounts of any future dividends or distributions and our increased stock and
unit repurchase authorization, including our ability to meet expectations with
respect to payment of dividends and repurchases of common stock or purchases of
Newmark Holdings limited partnership interests or other equity interests in
subsidiaries, including Newmark OpCo, including from Cantor or our executive
officers, other employees, partners and others and the effect on the market for
and trading price of our Class A common stock as a result of any such
transactions;

•the effectiveness of our governance, risks management, and oversight procedures
and the impact of any potential transactions or relationships with related
parties;

•the impact of our environmental, social and governance (“ESG”) or
“sustainability” ratings on the decisions by clients, investors, potential
clients and other parties with respect to our business, investments in us or the
market for and trading price of Newmark Class A common stock or other matters;

•the fact that the prices at which shares of our Class A common stock are or may
be sold in offerings or other transactions may vary significantly, and
purchasers of shares in such offerings or other transactions, as well as
existing stockholders, may suffer significant dilution if the price they paid
for their shares is higher than the price paid by other purchasers in such
offerings or transactions;

•the effect on the markets for and trading prices of our Class A common stock
due to market factors, as well as on various offerings and other transactions,
including offerings of Class A common stock and convertible or exchangeable debt
or other securities, repurchases of shares of Class A common stock and purchases
or redemptions of Newmark Holdings limited partnership interests or other equity
interests in us or its subsidiaries, any exchanges by Cantor of shares of Class
A common stock for shares of Class B common stock, any exchanges or redemptions
of limited partnership units and issuances of shares of Class A common stock in
connection therewith, including in corporate or partnership restructurings,
payment of dividends on Class A common stock and distributions on limited
partnership interests of Newmark Holdings and Newmark OpCo, convertible
arbitrage, hedging, and other transactions engaged in by us or holders of
outstanding shares, debt or other securities, share sales and stock pledge,
stock loans, and other financing transactions by holders of shares or units
(including by Cantor executive officers, partners, employees or others),
including of shares acquired pursuant to employee benefit plans, unit exchanges
and redemptions, corporate or partnership restructurings, acquisitions,
conversions of shares of our Class B common stock and other convertible
securities into shares of our Class A common stock, stock pledge, stock loans,
or other financing transactions, distributions of our Class A common stock by
Cantor to its partners, including deferred distribution rights shares.


The foregoing risks and uncertainties, as well as those risks and uncertainties
discussed under the headings "Item 1A-Risk Factors," and "Item 7A-Quantitative
and Qualitative Disclosures About market Risk" and elsewhere in this Form 10-K,
may cause actual results and events to differ materially from the
forward-looking statements. The information included herein is given as of the
filing date of this Form 10-K with the Securities and Exchange Commission (the
"SEC"), and future results or events could differ significantly from these
forward-looking statements. We do not undertake to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.

Overview

Newmark is a leading full-service commercial real estate services business. We
offer a diverse array of integrated services and products designed to meet the
full needs of both real estate investors/owners and occupiers. Our
investor/owner services and products include capital markets, which consists of
investment sales, debt and structured finance and loan sales, agency leasing,
property management, valuation and advisory, commercial real estate due
diligence consulting and advisory services and government sponsored enterprise
("GSE") lending and loan servicing, mortgage broking and equity-raising. Our
occupier services and products include tenant representation, real estate
management technology systems, workplace and occupancy strategy, global
corporate consulting services, project management, lease administration and
facilities management. We enhance these services and products through innovative
real estate technology solutions and data analytics that enable our
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clients to increase their efficiency and profits by optimizing their real estate
portfolio. We have relationships with many of the world's largest commercial
property owners, real estate developers and investors, as well as Fortune 500
and Forbes Global 2000 companies.

We generate revenues from commissions on leasing and capital markets
transactions, consulting and technology user fees, property and facility
management fees, and mortgage origination and loan servicing fees.

Our growth has historically been focused in North America. During 2021, we ended
our affiliation with Knight Frank and have accelerated our global growth plans
by acquiring Space Management (DBA "Deskeo") and Knotel Inc. ("Knotel"), both of
which are European leaders in flexible and serviced office space, and announced
the addition of industry-leading international professionals in Global Corporate
Services and Capital Markets. As of December 31, 2021, we had approximately
5,900 employees, including approximately 1,700 revenue-generating producers
(across leasing, capital markets, and origination) in over 140 offices in more
than 115 cities. In addition, Newmark has licensed its name to 1 commercial real
estate providers that operate out of 21 offices in certain locations where
Newmark does not have its own offices.

The discussion of our financial results reflects only the business owned by us
and does not include the results for independently owned offices that use some
variation of the Newmark name in their branding or marketing.

We are a leading capital markets business in the United States. We have access
to many of the world's largest owners of commercial real estate, and this will
drive growth throughout the life cycle of each real estate asset by allowing us
to provide best-in-class agency leasing and property management during the
ownership period. We also provide investment sales and arrange debt and equity
financing to assist owners in maximizing the return on investment in each of
their real estate assets. Specifically, with respect to multifamily assets, we
are a leading GSE lender by loan origination volume and servicer with a
servicing portfolio of approximately $70.4 billion as of December 31, 2021 (of
which 2.8% relates to special servicing). This servicing portfolio provides a
steady stream of income over the life of the serviced loans.

We continue to invest in the business by adding high profile and talented
producers and other revenue-generating professionals. Historically, newly hired
commercial real estate producers tend to achieve dramatically higher
productivity in their second and third years with our company, although we incur
related expenses immediately. As newly hired producers increase their
production, our commission revenue and earnings growth accelerate, thus
reflecting our operating leverage.

Our pre-tax margins are impacted by the mix of revenues generated. For example,
servicing revenues tend to have higher pre-tax margins than Newmark as a whole,
and margins from "Gains from mortgage banking activities/originations, net" tend
to be lower as we retain rights to service loans over time. Capital markets
transactions tend to have higher pre-tax margins than leasing advisory
transactions. Pre-tax earnings margins on our property and facilities
management, along with certain of our other Global Corporate Services ("GCS")
products, are at the lower end of margins for our business as a whole.

Business Environment
During 2021, activity in the U.S. economy has picked up rapidly as it has
rebounded from the Covid-19 downturn in 2020. According to the U.S. Centers for
Disease Control and Prevention (the "CDC") as of February 16, 2022,
approximately 43.1% of the American population have been fully vaccinated and
received a booster, 64.6% of the American population has been fully vaccinated
against COVID-19, and 76.1% has received at least one dose, although there is
persistent vaccine reluctance in the currently unvaccinated population. Mask
mandates are also being revised in many areas. Many companies are requiring
employees to come back to the office as business and the government continues to
reopen both in the US and around the world.

Although there continues to be some uncertainty around COVID-19, the measures
taken by the federal and state governments and the speed and voracity of a
recovery appear to be positive. Our capital markets have shown significant
growth, as our investments in the business have coincided with record investment
sales and debt volumes. For example, according to RCA, investment sales volumes
in the US were a record $809 billion for 2021, or more than 25% higher than in
2019, which was the previous best-ever year. COVID-19 has created new
opportunities in our management services businesses, which continued to perform
well during 2021 as our clients turned to Newmark for advice on their real
estate portfolios, including new environmental safety requirements, managing
costs associated with implementing these new standards as well as assessing
facility and employee readiness as companies plan their return to offices in the
wake of the pandemic. In addition, consulting fee revenues from tenant
restructuring and portfolio optimization are expected to continue in the
near-term. In early 2021, we hired a head of global corporate services to expand
these critical offerings for occupiers as they formulate their post pandemic
real estate plans.

Impact of COVID-19 on Employees

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Newmark has taken steps to help its employees during this global pandemic and
subsequent recovery. These policies and practices protect the health, safety and
welfare of the Company's workforce while enabling employees to maintain a high
level of performance. Certain of these items are summarized below.
•Effective June 1, 2021, we welcomed our employees back to our offices subject
to CDC guidelines and state and local guidelines and regulations in each
location;

•We are focused on maximizing productivity regardless of where our employees
work. In all cases, the Company has mandated appropriate social distancing
measures;

•The Company has developed standardized procedures for reopening its offices
safely in accordance with state and local regulatory requirements;

•The Company provides ongoing informational COVID-19-related messages and
notices;

•Where applicable, Newmark has applied and is continuing to apply more frequent
and vigorous hygiene and sanitation measures and providing personal protective
equipment (PPE);

•Nonessential business travel has been restricted while personal travel has been
discouraged, particularly in areas most affected by the pandemic;

•The Company’s medical plans have waived applicable member cost sharing for all
medically necessary diagnostic testing related to COVID-19;

•The Company also introduced zero co-pay telemedicine for COVID-related visits
for participants in the U.S. medical plans and their dependents. Newmark has
encouraged the use of telemedicine during the pandemic;

•The Company has reminded employees about its Employee Assistance Program and
the ways it can assist them during this challenging time;

•Newmark provides paid leave in accordance with its policies and applicable
COVID-19 related laws and regulations.

Acquisitions

On March 24, 2021, Newmark acquired the business of Knotel, a global flexible
workspace provider. Newmark agreed to provide approximately $19.8 million of
debtor-in-possession financing as part of a $70 million credit bid to acquire
the business through Knotel's Chapter 11 sales process, subject to approval of
the U.S. Bankruptcy Court. On March 18, 2021, the United States Bankruptcy Court
approved the transaction under Section 363 of the United States Bankruptcy Code.
See Note 4 - "Acquisitions" to our accompanying Consolidated Financial
Statements included in Part I, Item I of this Annual Report on Form 10-K for
additional information.

On September 6, 2021, Newmark acquired Deskeo, France's leader in flexible and
serviced office space for enterprise clients. Based in Paris, France Deskeo adds
over 50 locations to Newmark's international flexible office portfolio. See Note
4 - "Acquisitions" to our accompanying consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K for additional
information.



Debt Credit Agreements
On November 6, 2018, Newmark closed its offering of $550.0 million aggregate
principal amount of 6.125% Senior Notes due 2023 ("6.125% Senior Notes"). The
6.125% Senior Notes are general senior unsecured obligations of Newmark. The
6.125% Senior Notes, which were priced on November 1, 2018 at 98.94% to yield
6.375%, were offered and sold by Newmark in a private offering exempt from the
registration requirements under the Securities Act. Newmark received net
proceeds of $537.6 million, net of debt issue costs and debt discount. The
6.125% Senior Notes bear an interest rate of 6.125% per annum, payable on each
May 15 and November 15, beginning on May 15, 2019 and will mature on November
15, 2023. The 6.125% Senior Notes were subsequently exchanged for notes with
substantially similar terms that were registered under the Securities Act. As of
December 31, 2021 and December 31, 2020, the carrying amount of the 6.125%
Senior Notes was $545.2 million and $542.8 million, respectively.

On November 28, 2018, Newmark entered into a credit agreement by and among
Newmark, the several financial institutions from time to time party thereto, as
Lenders, and Bank of America N.A., as administrative agent (the “Credit
Agreement”). The Credit Agreement provides for a $250.0 million three-year
unsecured senior revolving credit facility (the “Credit Facility”).

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On February 26, 2020, Newmark entered into an amendment to the Credit Agreement
(the "Amended Credit Agreement"), increasing the size of the Credit Facility to
$425.0 million ("the Credit Facility") and extending the maturity date to
February 26, 2023. The interest rate on the Credit Facility was reduced to LIBOR
plus 1.75% per annum, subject to a pricing grid linked to Newmark's credit
ratings from Standard & Poor's and Fitch.

On March 16, 2020, Newmark entered into a second amendment to the Credit
Agreement (the "Second Amended Credit Agreement"), increasing the size of the
Credit Facility to $465.0 million. The interest rate on the Amended Credit
Facility is LIBOR plus 1.75% per annum, subject to a pricing grid linked to
Newmark's credit ratings from Standard & Poor's and Fitch. As of December 31,
2021, Newmark did not have an outstanding amount on the Credit Facility. As of,
December 31, 2020, the carrying amount of the Credit Facility was $137.6
million.

On June 16, 2020, the Company's Board of Directors and its Audit Committee
authorized a debt repurchase program for the repurchase by the Company in the
amount of up to $50.0 million of the Company's 6.125% Senior Notes and any
future debt securities issued by the Company hereafter (collectively, "Company
debt securities"). Repurchases of Company debt securities, if any, are expected
to reduce future cash interest payments, as well as future amounts due at
maturity or upon redemption.

Under the authorization, the Company may make repurchases of Company debt
securities for cash from time to time in the open market or in privately
negotiated transactions upon such terms and at such prices as management may
determine. Additionally, the Company is authorized to make any such repurchases
of Company debt securities through Cantor Fitzgerald & Co. ("Cantor") (or its
affiliates), in its capacity as agent or principal, or such other broker-dealers
as management shall determine to utilize from time to time upon customary market
terms or commissions.

As of December 31, 2021, the Company had $50.0 million remaining from its debt
repurchase authorization.

On June 19, 2020, Newmark established a $125.0 million sublimit line of credit
to fund potential principal and interest servicing advances on its Fannie Mae
portfolio during the forbearance period related to the Coronavirus Aid, Relief,
and Economic Security Act ("CARES Act"). The sublimit is now included within the
Company's existing $450 million warehouse facility due June 15, 2022. The
advance line will provide 100% of the principal and interest advance payment at
a rate of 1-month LIBOR plus 1.80% and will be collateralized by Fannie Mae's
commitment to repay advances. Newmark has two Fannie Mae loans that were in
default, with $0.1 million outstanding as of December 31, 2021.

On November 30, 2018, Newmark entered into an unsecured credit agreement (the
"Cantor Credit Agreement") with Cantor. The Cantor Credit Agreement provides for
each party to issue loans to the other party in the lender's discretion.
Pursuant to the Cantor Credit Agreement, the parties and their respective
subsidiaries (with respect to CFLP, other than BGC Partners, Inc. ("BGC") and
its subsidiaries) may borrow up to an aggregate principal amount of $250.0
million from each other from time to time at an interest rate which is the
higher of Cantor's or Newmark's short-term borrowing rate then in effect, plus
1.0%. As of December 31, 2021 and 2020, the Company did not have an outstanding
balance under this facility.

Securities Financing

On August 2, 2021, our subsidiary Newmark OpCo, entered into a Master Repurchase
Agreement (the "Repurchase Agreement") with CF Secured, LLC ("CF Secured"), an
affiliate of Newmark's majority stockholder, Cantor, pursuant to which Newmark
may seek, from time-to-time, to execute short-term secured financing
transactions. Repurchase Agreements effect equity financing. The Company, under
the Repurchase agreement, may seek to sell securities, in this case common
shares of Nasdaq, owned by the Company, to CF Secured, under the Repurchase
Agreement, and agrees to repurchase those securities on a date certain at a
repurchase price generally equal to the original purchase price plus interest.

Pursuant to the Repurchase Agreement, the Company and CF Secured agreed to enter
into a repurchase transaction, wherein CF Secured will deliver the cash of such
repurchase transaction to the Company on an overnight basis at an initial rate
of 0.95% per annum (approximately 1.00% less expensive than Newmark's revolving
credit facility), and the Company will deliver to CF Secured the number of
shares of Nasdaq as collateral so that the market value of such shares equals
130% of such cash proceeds. The Nasdaq shares will be marked to market daily,
and the minimum maintenance margin requirement, should the share price decline,
will be 120% of such cash proceeds. The Company will be required to transfer
additional collateral (securities and/or cash) in the event of a margin
percentage decline below 120%.

The initial repurchase or financing transaction was executed on August 2, 2021
and consisted of Newmark receiving $260 million in cash and Newmark delivering
1,818,000 Nasdaq shares as collateral. The repurchase transaction may be rolled
over daily (or for a term greater than one day at a time), subject to terms
mutually acceptable to the Company and CF Secured,
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including the rate and minimum margin requirement, both of which can fluctuate
based upon general funding rates and other factors in the repurchase funding
market.

The Repurchase Agreement is subject to ongoing compliance with various covenants
and contains customary events of default. If an event of default occurs, the
repurchase date for each transaction under the Repurchase Agreement may be
accelerated to the date of default. For events of default relating to insolvency
and receivership, the repurchase date for each transaction under the Repurchase
Agreement is automatically accelerated to the date of default.

Newmark still receives dividends on the common shares of Nasdaq it owns,
including those shares used as collateral.

The Company intends to utilize the cash proceeds from the repurchase transaction
to lower its debt costs. The Company expects to repay the cash proceeds under
the repurchase transaction with proceeds of periodic sales of Nasdaq shares and
from its operating cash.


The Repurchase Agreement and related initial repurchase transaction are on
market terms and rates and were approved by Newmark's Audit Committee. As of
December 31, 2021, Cantor facilitated Repurchase Agreements between the Company
and Cantor in the amount of $140.0 million. The market value of the securities
loaned as of December 31, 2021, were $182.0 million. See Note 7 - "Marketable
Securities" and Note 27 - "Related Party Transactions" to our accompanying
consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K.


Credit Ratings
  Newmark has a stand-alone BBB+ Stable credit rating from JCRA, BBB- Stable
credit ratings from Fitch Ratings, Inc. and Kroll Bond Rating Agency, and a BB+
Stable credit rating from Standard & Poor's.

Nasdaq Monetization Transactions
On June 28, 2013, BGC sold certain assets of its on-the-run, electronic
benchmark U.S. Treasury platform ("eSpeed") to Nasdaq, Inc ("Nasdaq"). The total
consideration received in the transaction included $750.0 million in cash paid
upon closing and an Earn-out of up to 14,883,705 shares of Nasdaq shares to be
paid ratably over 15 years (subject to acceleration and present value discount
as discussed below), provided that Nasdaq, as a whole, produces at least $25.0
million in consolidated gross revenues each year. The remaining rights under the
Nasdaq Earn-out were transferred to Newmark on September 28, 2017. See Note 7 -
"Marketable Securities" to our accompanying Consolidated financial statements
included in Part II, Item 8 of this Annual Report on Form 10-K for additional
information.

Exchangeable Preferred Partnership Units and Forward Contracts
On June 18, 2018, Newmark's principal operating subsidiary, Newmark OpCo, issued
$175.0 million of exchangeable preferred partnership units ("EPUs") in a private
transaction to the Royal Bank of Canada ("RBC"). Newmark received $152.9 million
of cash with respect to this transaction.

On September 26, 2018, Newmark entered into a second agreement to issue $150.0
million of additional EPUs to RBC, similar to the June 18, 2018 transaction
(together the “Newmark OpCo Preferred Investment“). Newmark received $113.2
million of cash with respect to this transaction.

The EPUs were issued in four tranches and are separately convertible by either
RBC or Newmark into a fixed number of shares of Newmark Class A common stock,
subject to a revenue hurdle in each of the fourth quarters of 2020 through 2022
for each of the respective four tranches. The ability to convert the EPUs into
Newmark Class A common stock is subject to the special purpose vehicle (the
"SPV") SPV's option to settle the postpaid forward contracts as described below.
As the EPUs represent equity ownership of a consolidated subsidiary of Newmark,
they have been included in "Noncontrolling interests" on our accompanying
consolidated balance sheets and consolidated statements of changes in equity.
The EPUs were entitled to a preferred payable-in-kind dividend, which is
recorded as accretion to the carrying amount of the EPUs through "Retained
earnings" on our accompanying consolidated statements of changes in equity and
are reductions to "Net income (loss) available to common stockholders" for the
purpose of calculating earnings per share.

Contemporaneously with the issuance of the EPUs, the SPV that is a consolidated
subsidiary of Newmark entered into variable postpaid forward contracts with RBC
(together, the "Nasdaq Forwards"). The SPV is an indirect subsidiary of Newmark
whose sole assets are the Nasdaq Earn-outs for 2019 through 2022. The Nasdaq
Forwards provide the SPV the option to settle using up to 992,247 Nasdaq shares,
to be received by the SPV pursuant to the Nasdaq Earn-out (see Note 7 -
"Marketable Securities" to our accompanying Consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K ), or Newmark
Class A common stock, in exchange for either cash or redemption of the EPUs,
notice of
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which must be provided to RBC prior to November 1 of each year from 2019 through
2022 (subject to acceleration due to Nasdaq's transaction with Tradeweb Markets,
Inc ("Tradeweb")).

During the year ended December 31, 2021, Newmark sold 3,030,922 of the Nasdaq
shares inclusive of the 944,329 shares used to settle the third and fourth
Nasdaq Forwards on June 2021 (please see "Acceleration of Nasdaq Earnout").
There were no remaining Nasdaq shares from the shares received from Nasdaq in
2020.

In September 2020, the SPV notified RBC of its decision to settle the second
Nasdaq Forward using the Nasdaq shares the SPV received in November 2020 in
exchange for the second tranche of the EPUs, which resulted in a payable to RBC
that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the
Nasdaq shares that Newmark received was $121.9 million. On November 30, 2020,
Newmark settled the second Nasdaq Forward with 741,505 Nasdaq shares, with a
fair value of $93.5 million and Newmark retained 250,742 Nasdaq shares.

In September 2019, the SPV notified RBC of its decision to settle the first
Nasdaq Forward using the Nasdaq shares the SPV received in November 2019 in
exchange for the first tranche of the EPUs, which resulted in a payable to RBC
that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the
Nasdaq shares that Newmark received was $98.6 million. On December 2, 2019,
Newmark settled the first Nasdaq Forward with 898,685 Nasdaq shares, with a fair
value of $93.5 million and Newmark retained 93,562 Nasdaq shares.

Acceleration of Nasdaq Earn-out

On February 2, 2021, Nasdaq announced that it entered into a definitive
agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021,
Nasdaq announced the close of the sale of its U.S. fixed income business, which
accelerated Newmark's receipt of Nasdaq shares. Newmark received 6,222,340
Nasdaq shares, with a fair value of $1,093.9 million based on the closing price
on June 30, 2021, included in "Other (loss) income, net" for the year ended
December 31, 2021 on the accompanying consolidated statement of operations.

On June 25, 2021, the SPV notified RBC of its decision to settle the third and
fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25,
2021. On July 2, 2021, Newmark settled the third and the fourth Nasdaq Forwards
with 944,329 Nasdaq shares, with a fair value of $166.0 million based on the
closing price of June 30, 2021.

2021 Equity Event and Share Count Reduction

In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021,
the Compensation Committee of Newmark's Board of Directors (the "Compensation
Committee") approved a plan to expedite the tax deductible exchange and
redemption of a substantial number of limited partnership units held by partners
of the Company (the "2021 Equity Event"). The 2021 Equity Event also accelerated
certain compensation expenses resulting in $428.6 million of compensation
charges in the second quarter of 2021. These partnership units were settled
using a $12.50 share price. In July 2021, the Compensation Committee approved
increasing to $13.01 the price to settle certain units at an incremental cost of
$15.9 million, which was recorded as compensation charges in the third quarter
of 2021.

Some of the key components of the approved plan were as follows:

•8.3 million and 8.0 million compensatory limited partnership units,
respectively, of Newmark Holdings, L.P. ("Newmark Holdings") and BGC Holdings,
L.P. ("BGC Holdings") held by our partners who are employees were redeemed or
exchanged .

•23.2 million and 17.4 million compensatory limited partnership units,
respectively, of Newmark Holdings and BGC Holdings held by our partners who are
independent contractors were redeemed or exchanged. We also accelerated the
payment of related withholding taxes to them with respect to their Newmark
units. Independent contractors received one BGC Class A common share for each
redeemed non-preferred BGC unit or cash and are responsible for paying any
related withholding taxes.

•Partners with nonexchangeable non-preferred compensatory units exchanged or
redeemed in connection with the 2021 Equity Event generally received restricted
Class A common shares of Newmark and/or BGC to the extent tax deductible. A
portion of the BGC Class A common shares received by independent contractors
were unrestricted to facilitate their payment of withholding taxes.

•The issuance of Newmark Class A common stock related to the 2021 Equity Event
reflected the June 30, 2021 exchange ratio of 0.9403.

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•Newmark Holdings and BGC Holdings limited partnership interests with rights to
convert into HDUs for cash were also redeemed in connection with the 2021 Equity
Event.

Refer to the section 'Certain Other Related Party Transactions' for the specific
transactions with respect to our executive officers which are included in the
above summary.

Certain Other Related Party Transactions

Transactions with Executive Officers and Directors

On December 21, 2021, the Compensation Committee approved: (i) the redemption of
all of Mr. Gosin's remaining 838,996 non-exchangeable Newmark PPSUs for
$8,339,980 in cash and (ii) compensation of approximately $7,357,329 by way of
the Company causing 478,328 of Mr. Gosin's non-exchangeable Newmark PSUs to be
redeemed for zero and issuing 446,711 shares of Newmark Class A Common Stock,
based upon the closing price on the date the Committee approved the transaction
(which was $16.47) and an exchange ratio of .9339. The estimated pre-tax value
of this transaction is $15,697,309, less applicable taxes and withholdings,
using a 53.13% tax rate for Mr. Gosin.

On December 21, 2021, Mr. Lutnick elected to redeem all of his 193,530 currently
exchangeable Newmark PPSUs for a cash payment of $1,465,873. In addition, upon
the Compensation Committee's approval of the monetization of Mr. Gosin's
remaining non-exchangeable Newmark PPSUs and a number of Mr. Gosin's
non-exchangeable PSUs on December 21, 2021, Mr. Lutnick (i) elected to redeem
188,883 non-exchangeable Newmark PPSUs for a cash payment of $1,954,728, and
127,799 non-exchangeable Newmark NPPSUs for a cash payment of $1,284,376, both
for which he previously waived, but now accepted under the Company's standing
policy for Mr. Lutnick; and (ii) received the right to monetize, and accepted
the monetization of, his remaining 122,201 non-exchangeable Newmark NPPSUs for a
cash payment of $1,228,124, under such standing policy.

In connection with the foregoing, Mr. Lutnick accepted the right to monetize
approximately $4,406,915 by way of the Company causing 286,511 of Mr. Lutnick's
non-exchangeable Newmark PSUs to be redeemed for zero and issuing 267,572 shares
of Newmark Class A Common Stock based upon the closing price on the date the
Committee approved the transaction (which was $16.47) and a .9339 exchange
ratio, under the Company's standing policy applying to Mr. Lutnick, with such
acceptance of rights granted in reference to Mr. Gosin's December 2021
transactions to the extent necessary to effectuate the foregoing (and otherwise
Mr. Lutnick waived all remaining rights, which shall be cumulative). The
aggregate estimated pre-tax value of these transactions is $10,340,015, less
applicable taxes and withholdings, using a 57.38% tax rate for Mr. Lutnick.

On March 16, 2021, pursuant to the Newmark standing policy for Mr. Lutnick, the
Compensation Committee granted exchange rights and/or monetization rights with
respect to rights available to Mr. Lutnick. Mr. Lutnick elected to waive such
rights one-time with such future opportunities to be cumulative. The aggregate
number of Mr. Lutnick's units for which he waived exchange rights or other
monetization rights is 4,423,457 non-exchangeable Newmark Holdings PSUs/NPSUs,
inclusive of the PSUs receiving an HDU conversion right and 1,770,016
non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount
of $21.6 million at that time, inclusive of the PPSUs receiving an HDU
conversion right.

On March 16, 2021, the Company redeemed 30,926 non-exchangeable Newmark Holdings
PSUs held by Mr. Merkel for zero and in connection therewith issued 28,962
shares of our Class A common stock. On the same day, the Company repurchased
these shares from Mr. Merkel at the closing price of our Class A common stock of
$11.09 per share under our stock buyback program. The total payment delivered to
Mr. Merkel was $0.3 million, less applicable taxes and withholdings. The
Compensation Committee approved these transactions.

On March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights
into shares of Class A common stock with respect to 526,828 previously awarded
non-exchangeable Newmark Holdings PSUs and 30,871 non-exchangeable Newmark
Holdings APSUs held by Mr. Gosin (which, based on the closing price of the Class
A common stock of $11.09 per share on such date and using the exchange ratio of
0.9365, had a value of $5.8 million in the aggregate). In addition, on March 16,
2021, the Compensation Committee approved removing the sale restrictions on Mr.
Gosin's remaining 178,232 restricted shares of Class A common stock in BGC
(which were originally issued in 2013) and associated 82,680 remaining
restricted shares of Newmark Class A common stock (issued as a result of the
Company spin-off in November 2018).

On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange
rights into shares of Class A common stock with respect to 6,043 previously
awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli

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(which, based on the closing price of the Class A common stock of $11.09 per
share on such date and using the exchange ratio of 0.9365, had a value of $0.1
million); and (ii) exchange rights into cash with respect to 4,907 previously
awarded non-exchangeable Newmark Holdings PPSUs held by Mr. Rispoli (which had
an average determination price of $15.57 per unit, for a total of $76,407 in the
aggregate to be paid for taxes when (i) is exchanged).

On April 27, 2021, the Compensation Committee approved an additional
monetization opportunity for Mr. Merkel: (i) 73,387 of Mr. Merkel's 145,384
non-exchangeable Newmark Holdings PSUs were redeemed for zero, (ii) 19,426 of
Mr. Merkel's 86,649 non-exchangeable Newmark Holdings PPSUs were redeemed for a
cash payment of $173,863, and (iii) 68,727 shares of our Class A common stock
were issued to Mr. Merkel. On the same day, the 68,727 shares of our Class A
common stock were repurchased from Mr. Merkel at $10.67 per share, the closing
price of our Class A common stock on that date, under our stock buyback program.
The total payment delivered to Mr. Merkel was $0.8 million, less applicable
taxes and withholdings.

The specific transactions approved by the Compensation Committee, in connection
with the 2021 Equity Event, with respect to our executive officers are set forth
below. All of the transactions included in the 2021 Equity Event with respect to
Messrs. Lutnick, Gosin and Rispoli, are based on (i) the price for Newmark Class
A common stock of $12.50 per share, as approved by the Compensation Committee;
(ii) the price of BGC Partners Class A common stock of $5.86; and (iii) the
price of Nasdaq common stock of $177.11.

Howard W. Lutnick, Chairman

On December 28, 2021, Newmark awarded to Howard W. Lutnick, the Company's
Chairman and principal executive officer, a one-time $50 million bonus award in
consideration of his efforts in delivering superior financial results. A cash
payment of $20 million of this award occurred in 2021. Mr. Lutnick has advised
that he intends to use the after-tax amount received in 2021 with respect to
this bonus to purchase shares of our Class A common stock in the open market,
and to date he has purchased approximately $8.5 million of our shares in the
open market in connection therewith. The remaining amount of Mr. Lutnick's bonus
will be paid in equal payments over the next three years. These efforts included
his management of the Company and success in creating value for the Company's
stockholders in connection with structuring, hedging, and monetizing the Nasdaq,
Inc. common stock held by the Company and the significant amount of income
earned by the Company related to these activities and the significant increase
in value of such Nasdaq Shares over time. The Lutnick bonus award was approved
by the Compensation Committee of Newmark's board of directors.

On June 28, 2021, the Compensation Committee approved the following for Howard
W. Lutnick, the Company's Chairman: (i) the exchange of 279,725 exchangeable
Newmark Holdings PSUs (currently in the share count) into 263,025 shares of
Newmark Class A common stock based on the current exchange ratio of 0.9403; (ii)
the redemption of 193,530 exchangeable Newmark Holdings PPSUs for a cash payment
of $2.5 million, to be remitted to the applicable tax authorities to the extent
necessary for payment in connection with the delivery of the Newmark Class A
common stock in (i) above; (iii) the redemption of 2,909,819 non-exchangeable
Newmark Holdings PSUs, pursuant to Mr. Lutnick's rights under his existing
standing policy and issuance of 2,736,103 shares of Newmark Class A common stock
to him based upon the current exchange ratio of 0.9403; (iv) the redemption of
793,398 non-exchangeable Newmark Holdings PPSUs pursuant to Mr. Lutnick's rights
under his existing standing policy for a cash payment of $22.9 million, to be
remitted to the applicable tax authorities to the extent necessary for payment
in connection with the delivery of the above Newmark Class A common stock in
(iii) above; (v) the conversion of 552,482.62 non-exchangeable Newmark Holdings
PSUs with the right to exchange PSUs into HDUs ("H-Rights") into 552,482.62
non-exchangeable HDUs and redemption of such HDUs for their capital account,
paid in the form of Nasdaq shares; (vi) the redemption of 602,462.94
non-exchangeable PPSUs for a cash payment of $8.0 million, to be remitted to the
applicable tax authorities to the extent necessary for payment in connection
with the delivery of above Newmark Holdings HDU cash payment; (vii) the exchange
of 520,380 exchangeable BGC Holdings PSUs into 520,380 shares of BGC Class A
common stock; (viii) the redemption of 425,766 exchangeable BGC Holdings PPSUs
for a cash payment of $2.4 million, to be remitted to the applicable tax
authorities to the extent necessary for payment in connection with the delivery
of the above BGC shares in (viii); (ix) the redemption of 88,636
non-exchangeable BGC Holdings PSUs pursuant to Mr. Lutnick's rights under his
existing standing policy, and the issuance of 88,636 shares of BGC Class A
common stock; (x) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs
with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs; (xi) the
redemption of 1,018,390 non-exchangeable BGC Holdings PPSUs with rights to
redeem for cash in connection with the exercise of above BGC Holdings HDUs for a
cash payment of $0.3 million, to be remitted to the applicable tax authorities
to the extent necessary for payment in connection with the delivery of above BGC
Holdings HDU cash payment; and (xii) the issuance of 29,059 shares of Newmark
Class A common stock.

Barry M. Gosin, Chief Executive Officer

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On September 20, 2021, the Compensation Committee approved a monetization
opportunity for Mr. Gosin: all of Mr. Gosin's 2,114,546 non-exchangeable BGC
Holdings PSUs were redeemed for zero and 2,114,456 shares of BGC Class A common
stock were issued to Mr. Gosin.

On June 28, 2021, the Compensation Committee approved the following for Barry M.
Gosin, the Company's Chief Executive Officer: (i) the exchange of 1,531,061.84
exchangeable Newmark Holdings units (comprised of 1,438,597.37 exchangeable
Newmark Holdings PSUs and 92,464.47 exchangeable Newmark Holdings APSUs) into
1,439,658 shares of Newmark Class A common stock based upon the current exchange
ratio of 0.9403; (ii) the redemption of 60,753.97 exchangeable Newmark Holdings
PPSUs for a cash payment of $9.2 million, to be remitted to the applicable tax
authorities to the extent necessary for payment in connection with the delivery
of the Newmark shares in (i) above; (iii) the conversion of 443,871.60
non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60
non-exchangeable Newmark Holdings HDUs, less any taxes and withholdings in
excess of $5.4 million, and redemption of such HDUs for their Capital Account,
paid in the form of Nasdaq shares; (iv) the redemption of 539,080.23
non-exchangeable Newmark Holdings PPSUs for cash in connection with the delivery
of the Newmark Holdings HDU cash payment in (iii) above; (v) the exchange of
3,348,706 exchangeable BGC Holdings units (comprised of 3,147,085 exchangeable
BGC Holdings PSUs and 201,621 Exchangeable BGC Holdings APSUs) into 3,348,706
shares of BGC Class A common stock; (vi) the redemption of 80,891 exchangeable
BGC Holdings PPSUs for a cash payment of $9.8 million, to be remitted to the
applicable tax authorities to the extent necessary for payment in connection
with the delivery of the BGC shares in (v) above; (vii) the conversion of
1,592,016 non-exchangeable BGC Holdings PSUs with H-Rights to into 1,592,016
non-exchangeable BGC Holdings HDUs, less applicable taxes and withholdings in
excess of the BGC Holdings PPSU value in (viii) below; (viii) the redemption of
264,985 non-exchangeable BGC Holdings PPSUs with rights to redeem for cash in
connection with exercise of above BGC Holdings HDUs for a cash payment of $0.0
million, to be remitted to the applicable tax authorities in connection with the
delivery of the BGC Holdings HDU cash payment in (vii) above; and (ix) the
issuance of 12,500 Newmark Class A common stock.

Michael J. Rispoli, Chief Financial Officer

On June 28, 2021, the Compensation Committee approved the following for Mr.
Michael Rispoli, the Company's Chief Financial Officer: (i) the exchange of
23,124 exchangeable Newmark Holdings PSUs into 21,744 shares of Newmark Class A
common stock based on the current exchange ratio of 0.9403; (ii) the redemption
of 18,668.77 exchangeable Newmark Holdings PPSUs for a cash payment of $0.2
million, to be remitted to the applicable tax authorities to the extent
necessary for payment in connection with the delivery of the Newmark shares in
(i) above; (iii) the redemption of 6,000 non-exchangeable Newmark Holdings PSUs
and the issuance of 5,642 restricted shares of Newmark Class A common stock
based upon the current exchange ratio of 0.9403; (iv) the conversion of 5,846
non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable
Newmark Holdings HDUs and the redemption of such HDUs for their capital account,
paid in the form of Nasdaq shares; (v) the redemption of 4,917 non-exchangeable
Newmark Holdings PPSUs with rights to redeem for cash in connection with the
exercise of above Newmark Holdings HDUs for a cash payment of $0.1 million, to
be remitted to the applicable tax authorities to the extent necessary for
payment in connection with the delivery of the HDU cash payment in (iv) above;
(vi) the exchange of 36,985 exchangeable BGC Holdings PSUs into 36,985 shares of
BGC Class A common stock; (vii) the redemption of 29,791 exchangeable BGC
Holdings PPSUs for a cash payment of $0.1 million to the applicable tax
authorities to the extent necessary for payment in connection with the delivery
of the BGC shares in (vi) above; and (viii) the issuance of 383 shares of
Newmark Class A common stock.

Stephen M. Merkel, Chief Legal Officer

On June 28, 2021 the Compensation Committee also approved the following for
Stephen M. Merkel, the Company's Chief Legal Officer: (i) the redemption of
51,124.28 non-exchangeable Newmark Holdings PSUs and issuance of 48,072 shares
of Newmark Class A common stock based upon the current exchange ratio of 0.9403;
and (ii) the redemption of 46,349.87 non-exchangeable Newmark Holdings PPSUs for
a cash payment of $0.5 million, to be remitted to the applicable tax authorities
to the extent necessary in connection with the issuance of the shares above.

Retirement Fund Purchase
On April 27, 2021, a Keogh retirement account held by Mr. Lutnick purchased
5,154 shares of our Class A common stock from us at the closing price of our
Class A common stock on that date of $10.67 per share. The transaction was
approved by our Audit Committee.

Pre-IPO intercompany agreements
In December 2017, prior to our Separation and IPO, all intercompany arrangements
and agreements that were previously approved by the Audit Committee of BGC
Partners with respect to BGC Partners and its subsidiaries and Cantor and its
subsidiaries were also approved by our Board of Directors with respect to the
relationships between us and our subsidiaries
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and Cantor and its subsidiaries following our IPO on the terms and conditions
approved by the BGC Audit Committee during such time that our business was owned
by BGC Partners. These arrangements include, but are not limited to, the
following: (i) an authorization to provide Cantor real estate and related
services, including real estate advice, brokerage, property or facilities
management, valuation and advisory and other services; (ii) an authorization to
enter into brokerage and similar agreements with respect to the provision of
ordinary course brokerage services in circumstances in which such entities
customarily provide brokerage services to third-party customers; (iii) an
authorization to enter into agreements with Cantor and/or its affiliates, to
provide services, including finding and reviewing suitable acquisition or
partner candidates, structuring transactions and negotiating and due diligence
services in connection with acquisitions and other business strategies in
commercial real estate and other businesses from time to time; and (iv) an
arrangement to jointly manage exposure to changes in foreign exchange rates.
Please see the section entitled "Certain Relationships and Related Transactions,
and Director Independence" in the Company's Amendment No.1 to the Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2019 filed on April 28,
2020 for a description of these and other approved arrangements.

Transfer of Employees to Newmark
In connection with the expansion of our mortgage brokerage and lending
activities, Newmark entered into an agreement with Cantor pursuant to which five
former employees of its affiliate, CCRE, transferred to Newmark, effective as of
May 1, 2018. In connection with this transfer of employees, Cantor paid $6.9
million to Newmark in October 2018 and Newmark Holdings issued $6.7 million of
limited partnership units and $0.2 million of cash in the form of a cash
distribution agreement to the employees. In addition, Newmark Holdings issued
$2.2 million of Newmark Holdings partnership units with a capital account and
$0.5 million of limited partnership units in exchange for the cash payment from
Cantor to Newmark of $2.2 million. In consideration for the Cantor payment,
Newmark has agreed to return up to a maximum of $3.3 million to Cantor based on
the employees' production during their first two years of employment with
Newmark. In July 2020, Newmark paid Cantor $3.3 million based on the employees'
production. Newmark has agreed to allow certain of these employees to continue
to provide consulting services to Cantor in exchange for a forgivable loan which
was directly paid by Cantor to these employees.

Services Agreement with CFE Dubai
As the Company does not yet have a presence in Dubai, in May 2020, the Audit
Committee of the Company authorized Newmark & Company Real Estate, Inc.
("Newmark & Co."), a subsidiary of Newmark, to enter into an agreement with
Cantor Fitzgerald Europe (DIFC Branch) ("CFE Dubai") pursuant to which CFE Dubai
will employ and support an individual who is a resident of Dubai in order to
enhance Newmark's capital markets platform, in exchange for a fee. CFE Dubai and
Newmark & Co. negotiated a Services Agreement memorializing the arrangement
between the parties (the "Services Agreement"). The Services Agreement provides
that Newmark & Co. will reimburse CFE Dubai for the individual's fully allocated
costs, plus a mark-up of seven percent (7%). In addition, the Audit Committee of
the Company authorized the Company and its subsidiaries to enter into similar
arrangements in respect of any jurisdiction, in the future, with Cantor and its
subsidiaries, provided that the applicable agreements contain customary terms
for arrangements of this type and that the mark-up charged by the party
employing one or more individuals for the benefit of the other is between 3% and
7.5%, depending on the level of support required for the employed individual(s).

Sublease to BGC
On May 15 2020, BGC U.S. OpCo ("BGC") entered into an arrangement to sublease
excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, which was
approved by the Newmark Audit Committee. The deal was a one-year sublease of
approximately 21,000 rentable square feet in New York City. Under the terms of
the sublease, BGC U.S. OpCo paid a fixed rent amount of $1.1 million in addition
to all operating and tax expenses attributable to the lease. In May 2021, the
sublease was amended to provide for a rate of $15 thousand per month based on
the size of utilized space, in addition to terms extending on a month-to-month
basis. In connection with the sublease, in connection with the sublease, Newmark
received $0.5 million and $0.8 million for both years ended December 31, 2021
and 2020, respectively.

GSE loans and related party limits
In February 2019, the Audit Committee of the Company authorized Newmark and its
subsidiaries to originate and service GSE loans to Cantor and its affiliates
(other than BGC) and service loans originated by Cantor and its affiliates
(other than BGC) on prices, rates and terms no less favorable to Newmark and its
subsidiaries than those charged by third parties. The authorization is subject
to certain terms and conditions, including but not limited to: (i) a maximum
amount up to $100.0 million per loan, (ii) a $250.0 million limit on loans that
have not yet been acquired or sold to a GSE at any given time, and (iii) a
separate $250.0 million limit on originated Fannie Mae loans outstanding to
Cantor at any given time.

Transaction with CCRE Lending
On July 22, 2019, Cantor Commercial Real Estate Lending, L.P. ("CCRE Lending"),
a wholly-owned subsidiary of Real Estate LP, made a $146.6 million commercial
real estate loan (the "Loan") to a single-purpose company (the "Borrower")
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in which Barry Gosin, Newmark's Chief Executive Officer, owns a 19% interest.
The Loan is secured by the Borrower's interest in property in Pennsylvania that
is subject to a ground lease. While CCRE Lending initially provided the full
loan amount, on August 16, 2019, a third-party bank purchased approximately 80%
of the Loan value from CCRE Lending, with CCRE Lending retaining approximately
20%. The Loan matures on August 6, 2029, and is payable monthly at a fixed
interest rate of 4.38% per annum. Newmark provided certain commercial loan
brokerage services to the Borrower in the ordinary course of its business, and
the Borrower paid Newmark a fee, as the broker of the Loan, of $0.7 million. The
Newmark Audit Committee approved the commercial loan brokerage services and the
related fee amount received.

Transactions related to ordinary course real estate services
On November 4, 2020, the Audit Committee of the Board of Directors authorized
entities in which executive officers have a non-controlling interest to engage
Newmark to provide ordinary course real estate services to them as long as
Newmark's fees are consistent with the fees that Newmark ordinarily charges for
these services.

Arrangement with View, Inc.
On November 30, 2020, we entered into an arrangement to assist View, Inc.
("View") in the sale of its products and services to real estate clients in
exchange for commissions. View, Inc. is a Silicon Valley-based producer of
high-efficiency dynamic glass that controls light, heat, and glare, providing
unobstructed views and privacy using a low voltage control system. In connection
with the arrangement, View also agreed to engage us as its exclusive provider of
real estate services for a period of at least five years. While View is not
under common control with us, it was, at the time that the agreement was
executed, the target of a merger with CF Finance Acquisition Corp. II, a special
purpose acquisition company sponsored by Cantor.

Cantor Rights to Purchase Cantor Units from Newmark Holdings
Cantor has a right to purchase from Newmark Holdings exchangeable limited
partnership interests in the event that any Newmark Holdings founding partner
interests that have not become exchangeable are redeemed by Newmark Holdings
upon termination or bankruptcy of a founding partner or upon mutual consent of
the general partner of Newmark Holdings and Cantor. Cantor has the right to
purchase such Newmark Holdings exchangeable limited partnership interests at a
price equal to the lesser of (1) the amount that Newmark Holdings would be
required to pay to redeem and purchase such Newmark Holdings founding partner
interests and (2) the amount equal to (a) the number of units underlying such
founding partner interests, multiplied by (b) the exchange ratio as of the date
of such purchase, multiplied by (c) the then-current market price of our Class A
common stock. Cantor may pay such price using cash, publicly traded shares or
other property, or a combination of the foregoing. If Cantor (or the other
member of the Cantor group acquiring such limited partnership interests, as the
case may be) so purchases such limited partnership interests at a price equal to
clause (2) above, neither Cantor nor any member of the Cantor group nor Newmark
Holdings nor any other person is obligated to pay Newmark Holdings or the holder
of such founding partner interests any amount in excess of the amount set forth
in clause (2) above.

In addition, the Newmark Holdings limited partnership agreement provides that
(1) where either current, terminating or terminated partners are permitted by us
to exchange any portion of their founding partner units and Cantor consents to
such exchangeability, we will offer to Cantor the opportunity for Cantor to
purchase the same number of new exchangeable limited partnership interests in
Newmark Holdings at the price that Cantor would have paid for exchangeable
limited partnership interests in the event we had redeemed the founding partner
units; and (2) the exchangeable limited partnership interests to be offered to
Cantor pursuant to clause (1) above would be subject to, and granted in
accordance with, applicable laws, rules and regulations then in effect.

If Cantor acquires any units as a result of the purchase or redemption by
Newmark Holdings of any founding partner interests, Cantor will be entitled to
the benefits (including distributions) of the units it acquires from the date of
termination or bankruptcy of the applicable founding partner. In addition, any
such units will be exchangeable by Cantor for a number of shares of our Class B
common stock or, at Cantor's election, shares of our Class A common stock, in
each case, equal to the then-current exchange ratio, on the same basis as the
limited partnership interests held by Cantor, and will be designated as Newmark
Holdings exchangeable limited partnership interests when acquired by Cantor. The
exchange ratio was initially one, but is subject to adjustment as set forth in
the Separation and Distribution Agreement and was 0.9444 as of December 31,
2021. This may permit Cantor to receive a larger share of income generated by
our business at a less expensive price than through purchasing shares of our
Class A common stock, which is a result of the price payable by Cantor to
Newmark.
.
On March 31, 2021, Cantor purchased from Newmark Holdings an aggregate of (i)
273,088 exchangeable limited partnership interests for aggregate consideration
of $1,105,598 as a result of the redemption of 273,088 founding partner
interests, and (ii) 735,625 exchangeable limited partnership interests for
aggregate consideration of $2,918,919 as a result of the exchange of 735,625
founding partner interests.

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On October 28, 2021, Cantor purchased from Newmark Holdings an aggregate of (i)
299,910 exchangeable limited partnership interests for aggregate consideration
of $975,064 as a result of the redemption of 299,910 founding partner interests,
and (ii) 523,284 exchangeable limited partnership interests for aggregate
consideration of $1,898,363 as a result of the exchange of 523,284 founding
partner interests. As of December 31, 2021 there were no founding partner
interests in Newmark Holdings remaining in which the partnership had the right
to redeem or exchange and with respect to which Cantor will have the right to
purchase an equivalent number of Cantor units following such redemption or
exchange.

Special Purpose Acquisition Company
As previously reported, in April 2021, Newmark OpCo and Cantor entered into
various arrangements pursuant to which they agreed to co-sponsor a special
purpose acquisition company, named Newmark Acquisition Corp. (the "SPAC"), in
which certain of our executive officers are executive officers and are expected
to be directors. Pursuant to a purchase agreement, Newmark OpCo purchased from
Cantor a 75% equity interest in an entity now known as Newmark Acquisition
Holdings, LLC, the sponsor of the SPAC (the "Sponsor"), for $18.8 thousand, with
Cantor retaining the remaining 25% equity interest in the Sponsor. Pursuant to
an amended and restated limited liability company agreement of the Sponsor,
Newmark OpCo is the managing member of the Sponsor, and Newmark OpCo and Cantor
have agreed to make additional equity contributions to the Sponsor in order to
fund the obligations of the Sponsor with respect to the SPAC in proportion to
their equity ownership in the Sponsor. Also, in April 2021, the Sponsor agreed
to lend to the SPAC up to $0.3 million without interest in order to cover
expenses related to any initial public offering of the SPAC; the maturity date
of the loans is the earlier of the consummation of the initial public offering
of the SPAC and December 31, 2022. As of December 31, 2021 there was no
outstanding balance on this Pre-IPO loan.

Other Related Party Transactions
As part of the Knotel acquisition, Newmark assigned the rights to acquire
certain Knotel assets to a subsidiary of Cantor, on the terms that if the
subsidiary monetized the sale of these assets, Newmark would receive 10% of the
proceeds of the sale after the subsidiary recoups its investment in the assets.

On June 28, 2021, the Audit Committee authorized Newmark to hire a son of its
Chairman as a full-time employee of its Knotel business with an annual base
salary of $125,000 and an annual discretionary bonus of up to 30%. The
arrangement includes a potential profit participation consistent with other
entrepreneurial arrangements in the event of certain liquidity events related to
businesses developed by him.

Referral Fees to Cantor

In September 2021, the Audit Committee approved the payment of a referral fee
from Newmark to Cantor Realty Capital Advisors, L.P. ("CRCA"), a subsidiary of
Cantor, in relation to CRCA's referral to Newmark of a sale and lease back
transaction for a portfolio of medical office properties. Newmark paid CRCA
approximately $0.3 million for the referral of the portfolio sale. Newmark
management negotiated the referral arrangement with CRCA in the ordinary course
of business and the arrangement is reasonable and consistent with referral
arrangements of its type between unrelated parties.

Additionally, in September 2021, the Audit Committee authorized Newmark and its
subsidiaries to pay referral fees to Cantor and its subsidiaries (other than
Newmark and its subsidiaries) in respect of referred business, pursuant to
ordinary course arrangements in circumstances where Newmark would customarily
pay referral fees to unrelated third parties and where Newmark is paying a
referral fee to Cantor in an amount that is no more than the applicable
percentage rate set forth in Newmark's intra-company referral policies, as then
in effect, with such fees to be at referral rates no less favorable to Newmark
than would be paid to unrelated third parties.

Key Business Drivers
Key drivers for U.S. commercial real estate services companies include the
overall health of the U.S. economy, institutional ownership of commercial real
estate as an investible asset class, and the ability to attract and retain
talent. In our capital markets business, the availability of credit and
certainty of valuations to investors are key drivers. In our multifamily
business, demographic and economic factors are driving increased demand for new
apartments, with an estimated 4.6 million needed by 2030, according to a 2017
study commissioned by the National Multifamily Housing Council and National
Apartment Association. In 2021, the National Association of Realtors said the
U.S. has not constructed enough housing to keep up with population growth for
many years, and that the country has a deficit of 1.1 million units in buildings
with two to four units and of 2.4 million units in buildings of at least five
units according to "U.S. Housing Market Needs 5.5 Million More Units, Says New
Report" from the Wall Street Journal. This strong demand for new housing should
continue to drive growth across our investment sales, GSE/FHA multifamily
lending, mortgage brokerage, and servicing business over time.

Our GSE origination business is impacted by the lending caps imposed by the
Federal Housing Finance Agency (the "FHFA"). On November 17, 2020, the FHFA
announced that the 2021 multifamily loan purchase caps for Fannie Mae and
Freddie Mac were $70 billion for each GSE. The cap structure allows the GSEs to
offer a combined total of no more than $140 billion in lending support to the
multifamily market in 2021, as compared to the $159 billion delivered in 2020.
On October 13,
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2021, the FHFA announced that the 2022 multifamily loan purchase caps will be
$78 billion for each GSE, for a combined total of $156 billion. The 2022 caps
are based on FHFA's projections of the overall growth of the multifamily
originations market. The 2021 and 2022 caps require at least 50% of the
Enterprises' multifamily business to be mission-driven, affordable housing. FHFA
will also require at least 25% of the GSE's 2022 multifamily business be
affordable to residents at or below 60% of area median income (AMI), up from 20%
in 2021. Newmark's multi-family debt origination and mortgage brokerage volumes
increased 129.8% to $30.1 billion for the year ended December 31, 2021.

Economic Outlook in the United States
COVID-19 adversely affected the economic outlook beginning in March of 2020.
Following a 3.5% contraction in 2020, the U.S. economy expanded by 5.7% in 2021,
in contrast to a decrease of 3.4 percent in 2020, according to a preliminary
estimate from the U.S. Department of Commerce. The consensus is for U.S. gross
domestic product to expand by 3.7% in 2022 and 2.5% in 2023, according to a
recent Bloomberg survey of economists.

According to a preliminary report from the Bureau of Labor Statistics, the
monthly average of nonfarm payroll employment increased by approximately 550,000
on a net basis during 2021, which was the highest such annual figure since
record keeping began. The unemployment rate declined to 3.9% in December 2021
from a high of 14.8 % in April of 2020, but still 40 basis points higher than in
February 2020.

The ten-year Treasury yield increased by approximately 60 basis points to 1.51%
as of December 31, 2021 versus the year-earlier date. Ten-year Treasury yields
have remained well below their 50-year average of approximately 6.07%. On
January 25 and 26, 2022 , the Federal Open Market Committee ("FOMC") decided to
maintain the target range for the federal funds rate at 0.0% to 0.25% through
the end of 2022. As the U.S. has recorded its fastest pace of price increases
since the early 1980s, the committee indicated that it was time to raise
interest rates, but also that any decisions would depend on a meeting-by-meeting
analysis of inflation and other data. Fed officials said that the strength of
the economy and the high current pace of inflation would warrant raising rates
quicker than the once-per-quarter pace seen during the tightening cycle that
began in 2015.The FOMC also stated that it plans to reduce the nearly $9
trillion portfolio of securities it holds, including agency mortgage-backed
securities and U.S. Treasuries. These securities were purchased as part of the
Fed's quantitative easing program designed hold down long-term interest rates.
Economists therefore generally expect U.S. interest rates to increase versus
where they were in 2020 and 2021, but to remain relatively low by historical
standards for the foreseeable future. For example, as February 16, 2021, the
Bloomberg consensus was for the ten-year Treasury yield to be 2.21% and 2.47% by
the end of 2022 and 2023, respectively.

Market Statistics
According to preliminary estimates from CoStar, value-weighted prices for U.S.
commercial real estate were up by 16.1% in the year ended December 31, 2021 and
were now 25.8% higher than in February 2020, before the onset of the global
pandemic. These price increases were across all major property types,
particularly multifamily and industrial. Real Capital Analytics ("RCA")
currently estimates that 2021 U.S. investment sales grew by over 88%
year-on-year and by 35% versus 2019. In comparison, our annual investment sales
volumes were up by 83% year-on-year and by 74% versus 2019.

According to preliminary estimates made on February 14, 2022 by the Mortgage
Bankers Association ("MBA") , originations of commercial/multifamily loans of
all types increased by 67% in 2021 and by 17% versus 2019. In comparison,
Newmark generated its largest-ever annual volumes from mortgage brokerage and
originations (together, "total debt"), which were up by 113% year-on-year and by
64% versus 2019.

Newmark's loan origination volumes are driven more by the GSE multifamily
financing volumes than the activity level of the overall commercial mortgage
market. Overall industry GSE multifamily origination volumes decreased by 17% in
2021 compared with 2020, per the MBA. In comparison, Newmark's origination
volumes declined by 20.2%. However, its total debt volumes in multifamily were
up by 129.8%, as the Company continued its market leading growth while helping
clients navigate reduced GSE lending caps. Certain GSE multifamily volume
statistics for the industry are based on when loans are sold and/or securitized,
and typically lag those reported by Newmark and its competitors by 30 to 45
days.

Regulatory Environment
See "Business-Regulation" in Part I, Item 1 of this Annual Report on Form 10-K
for information related to our regulatory environment.

Liquidity

See “-Financial Position, Liquidity and Capital Resources” herein for
information related to our liquidity and capital resources.

Financial Overview

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Revenues

We derive revenues from the following general four sources:

•Leasing and Other Commissions. We offer a diverse range of commercial real
estate brokerage and advisory services, including tenant and agency
representation, which includes comprehensive lease negotiations, strategic
planning, site selection, lease auditing, and other financial and market
analysis.

•Capital Markets. Our real estate capital markets business specializes in the
arrangement of acquisitions and dispositions of commercial properties, as well
as providing other financial services, including the arrangement of debt and
equity financing, and loan sale advisory.

•Gains from Mortgage Banking Activities/Originations, Net. Gains from mortgage
banking activities/originations are derived from the origination of loans with
borrowers and the sale of those loans to investors.

•Management Services, Servicing Fees and Other. We provide commercial services
to tenants and landlords. In this business, we provide property and facilities
management services along with project management, valuation and advisory
services and other consulting services, as well as technology, to customers who
may also utilize our commercial real estate brokerage services, and flexible
workspace solutions. Servicing fees are derived from the servicing of loans
originated by us as well as loans originated by third parties.


Fees are generally earned when a lease is signed. In many cases, landlords are
responsible for paying the fees. In capital markets, fees are earned and
recognized when the sale of a property closes, and title passes from seller to
buyer for investment sales and when debt or equity is funded to a vehicle for
debt and equity transactions. Gains from mortgage banking
activities/originations, net are recognized when a derivative asset is recorded
upon the commitment to originate a loan with a borrower and sell the loan to an
investor. The derivative is recorded at fair value and includes loan origination
fees, sales premiums and the estimated fair value of the expected net servicing
cash flows. Gains from mortgage banking activities/originations, net are
recognized net of related fees and commissions to affiliates or third-party
brokers. For loans we broker, revenues are recognized when the loan is closed.
Servicing fees are recognized on an accrual basis over the lives of the related
mortgage loans. We typically receive monthly management fees based upon a
percentage of monthly rental income generated from the property under
management, or in some cases, the greater of such percentage or a minimum agreed
upon fee. We are often reimbursed for our administrative and payroll costs, as
well as certain out-of-pocket expenses, directly attributable to properties
under management. We follow accounting principles generally accepted in the
U.S., or "U.S. GAAP", which provides guidance when accounting for reimbursements
from clients and when accounting for certain contingent events for Leasing and
Capital Markets transactions. See Note 3 - "Summary of Significant Accounting
Policies" to our Consolidated Financial Statements included in Part II, Item 8
of this Annual Report on Form 10-K for a more detailed discussion.

Expenses

Compensation and Employee Benefits
The majority of our operating costs consist of cash and non-cash compensation
expenses, which include base salaries, producer commissions based on production,
forgivable loans for term contracts, discretionary and other bonuses and all
related employee benefits and taxes. Our employees consist of commissioned
producers, executives and other administrative support. Our producers are
largely compensated based on the revenue they generate for the firm, keeping
these costs variable in nature.

As part of our compensation plans, certain employees have been granted limited
partnership units in Newmark Holdings and BGC Holdings, which generally receive
quarterly allocations of net income and are generally contingent upon services
being provided by the unit holders. Certain Newmark employees also hold
non-distribution earnings units (e.g. NPSUs and NREUs, collectively "N Units")
that do not participate in quarterly partnership distributions and are not
allocated any items of profit or loss. These N Units vest into distribution
earnings units over a 4-year period. As prescribed in U.S. GAAP guidance, the
quarterly allocations of net income on such limited partnership units are
reflected as a component of compensation expense under "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying Consolidated statements of operations. During 2019,
Newmark simplified its compensation structure when hiring new personnel by
issuing restricted stock units in lieu of limited partnership units. Newmark
continues to monitor its compensation policy and make changes where necessary to
attract industry leading producers to Newmark.

Newmark granted conversion rights on outstanding limited partnership units in
Newmark Holdings and BGC Holdings to Newmark employees to convert the limited
partnership units to a capital balance within Newmark Holdings or BGC Holdings.
Generally, such units are not considered share-equivalent limited partnership
units and are not in the fully diluted share count.

Certain of these limited partnership units entitle the holders to receive
post-termination payments. These limited partnership units are accounted for as
post-termination liability awards under U.S. GAAP guidance, which requires that
we
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record an expense for such awards based on the change in value at each reporting
period and include the expense in our accompanying consolidated statements of
operations as part of "Equity-based compensation and allocations of net income
to limited partnership units and FPUs". The liability for limited partnership
units with a post-termination payout amount is included in "Other long-term
liabilities" on our accompanying consolidated balance sheets.

Certain limited partnership units are granted exchangeability into Class A
common stock or may be redeemed in connection with the grant of shares of Class
A common stock. At the time exchangeability is granted, or the shares are
issued, Newmark recognizes an expense based on the fair value of the award on
that date, which is included in "Equity-based compensation and allocations of
net income to limited partnership units and FPUs" in our accompanying
consolidated statements of operations.

Our employees have been awarded preferred partnership units ("Preferred Units")
in Newmark Holdings and BGC Holdings. Each quarter, the net profits of Newmark
Holdings and BGC Holdings are allocated to such units at a rate of either
0.6875% (which is 2.75% per calendar year) or such other amount as set forth in
the award documentation (the "Preferred Distribution"), which is deducted before
the calculation and distribution of the quarterly partnership distribution for
the remaining partnership units in Newmark Holdings and BGC Holdings,
respectively. The Preferred Units are not entitled to participate in partnership
distributions other than with respect to the Preferred Distribution. Preferred
Units may not be made exchangeable into our Class A common stock and are only
entitled to the Preferred Distribution, and accordingly they are not included in
our fully diluted share count. The quarterly allocations of net income on
Preferred Units are also reflected in compensation expense under "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying consolidated statements of operations. After deduction
of the Preferred Distribution, the remaining partnership units generally receive
quarterly allocation of net income based on their weighted-average pro rata
share of economic ownership of the operating subsidiaries. In addition,
Preferred Units are granted in connection with the grant of certain limited
partnership units, such as PSUs, that may be granted exchangeability to cover
the withholding taxes owed by the unit holder upon such exchange. This is an
acceptable alternative to the common practice among public companies of issuing
the gross amount of shares to employees, subject to cashless withholding of
shares to pay applicable withholding taxes.

We have entered into various agreements with certain of our employees and
partners whereby these individuals receive loans, which may be either wholly or
in part repaid from the distribution earnings that the individual receives on
their limited partnership interests in BGC Holdings and Newmark Holdings. The
forgivable portion of these loans is recognized as compensation expense over the
life of the loan.

From time to time, we may also enter into agreements with employees and partners
to grant bonus and salary advances or other types of loans. These advances and
loans are repayable in the timeframes outlined in the underlying agreements. In
addition, we also enter into deferred compensation agreements with employees
providing services to us. The costs associated with such plans are generally
amortized over the period in which they vest. (See Note 30 - "Compensation" and
Note 31 - "Commitment and Contingencies", to our accompanying Consolidated
financial statements included in Part II, Item 8 of this Annual Report on Form
10-K).

Other Operating Expenses
We have various other operating expenses. We incur leasing, equipment and
maintenance expenses. We also incur selling and promotion expenses, which
include entertainment, marketing and travel-related expenses. We incur
communication expenses, professional and consulting fees for legal, audit and
other special projects, and interest expense related to short-term operational
funding needs, and notes payable and collateralized borrowings.

We pay fees to Cantor for performing certain administrative and other support,
including charges for occupancy of office space, utilization of fixed assets and
accounting, operations, human resources, legal services and technology
infrastructure support. Management believes that these charges are a reasonable
reflection of the utilization of services rendered. However, the expenses for
these services are not necessarily indicative of the expenses that would have
been incurred if we had not obtained these services from Cantor. In addition,
these charges may not reflect the costs of services we may receive from Cantor
in the future.

Other Income, Net
Other income, net is comprised of the gains associated with the Earn-out shares
related to the Nasdaq Transaction and the movements related to the impact of any
realized and unrealized cash and non-cash mark-to-market gains or losses related
to the Nasdaq common shares held, and the Nasdaq Forwards. Additionally, other
income includes gains (losses) on cost and equity method investments which
represent our pro rata share of the net gains (losses) on investments over which
we have significant influence but which we do not control, and the
mark-to-market gains or losses on the non-marketable investments.

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Provision for Income Taxes
We incur income tax expenses based on the location, legal structure, and
jurisdictional taxing authorities of each of our subsidiaries. Certain of the
Company's entities are taxed as U.S. partnerships and are subject to the
Unincorporated Business Tax (which we refer to as "UBT") in New York City. U.S.
federal and state income tax liability or benefit related to the partnership
income or loss, with the exception of UBT, rests with the partners (see Note 2 -
"Limited Partnership Interests in Newmark Holdings and BGC Holdings", to our
accompanying consolidated financial statements included in Part II, Item 8 of
this Annual Report on Form 10-K) rather than the partnership entity. Our
accompanying Consolidated financial statements include U.S. federal, state and
local income taxes on Newmark's allocable share of the U.S. results of
operations. Outside of the U.S., we operate principally through subsidiary
corporations subject to local income taxes.

Impact of Adopting Lease Guidance
On January 1, 2019, Newmark adopted Accounting Standards Codification 842,
Leases ("ASC 842"), which provides guidance on the accounting and disclosure for
accounting for leases. Newmark has elected the optional transition method, and
pursuant to this transition method, financial information will not be updated
and the disclosures required under the new standard will not be provided for
dates and periods prior to January 1, 2019. Newmark has elected the package of
"practical expedients," which permits Newmark not to reassess under the new
standard its prior conclusions about lease identification, lease classification
and initial direct costs. Newmark has elected the short-term lease recognition
exemption for all leases that qualify, and has elected the practical expedient
to not separate lease and non-lease components for all leases other than real
estate leases.

The adoption of ASC 842 on January 1, 2019 resulted in the recognition of
Right-of-use ("ROU") assets of approximately $178.8 million and Right-of-use
liabilities of approximately $226.7 million, with no effect on beginning
retained earnings.
The adoption of the new guidance did not have a significant impact on our
accompanying consolidated statements of operations, consolidated statements of
changes in equity, and consolidated statements of cash flows.

See Note 3 - "Summary of Significant Accounting Policies" and Note 18 - "Leases"
to our accompanying consolidated financial statements included in Part II, Item
8 of this Annual Report on Form 10-K , for further information.

Impact of Adopting Credit Loss Guidance
On January 1, 2020, Newmark adopted Accounting Standards Codification 326,
Financial Instrument-Credit Losses: Measurement of Credit Losses on Financial
Instruments ("ASC 326"), which provides guidance on the accounting and
disclosure for accounting for expected credit losses on financial instruments.

The adoption of ASC 326 on January 1, 2020, on a pre-tax basis, resulted in a
decrease in assets of $8.0 million, an increase in liabilities of $17.9 million
and a decrease in beginning retained earnings of $25.9 million.

See Note 3 – “Summary of Significant Accounting Policies” and Note 23 –
“Financial Guarantee Liability” to our accompanying consolidated financial
statements included in Part II, Item 8 of this Annual Report on Form 10-K , for
further information.

Results of Operations

The following table sets forth our consolidated statements of operations data
expressed as a percentage of total revenues for the periods indicated (in
thousands):

                                                                                              Year Ended December 31,
                                                                         2021                           2020                                             2019
                                                                                                                Percentage of                                    Percentage of                                    Percentage of
                                                                                       Actual Results          Total Revenues           Actual Results          Total Revenues           Actual Results           Total Revenues
Revenues:
Leasing and other commissions                                                        $       826,942                   28.5   %       $       513,842                   27.0   %       $       854,780                    38.5   %
Capital markets                                                                              938,305                   32.3                   454,106                   23.8                   541,255                    24.4
Gains from mortgage banking
activities/originations, net                                                                 225,481                    7.8                   310,914                   16.3                   198,085                     8.9
Management services, servicing fees and other                                                915,715                   31.5                   626,136                   32.9                   624,012                    28.1
Total revenues                                                                             2,906,443                  100.0                 1,904,998                  100.0                 2,218,132                   100.0
Expenses:
Compensation and employee benefits                                                         1,828,887                   62.9                 1,147,360                   60.2                 1,275,988                    57.5


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Equity-based compensation and
allocations of net income to limited
partnership units and FPUs (1)                                         356,345              12.3               130,759               6.9              258,836              11.7
Total compensation and employee
benefits                                                             2,185,232              75.2             1,278,119              67.1            1,534,824              69.2
Operating, administrative and other                                    553,623              19.0               294,405              15.5              361,857              16.3
Fees to related parties                                                 23,789               0.8                22,573               1.2               25,025               1.1
Depreciation and amortization                                          121,729               4.2               141,193               7.4              131,144               5.9
Total operating expenses                                             2,884,373              99.2             1,736,290              91.1            2,052,850              92.5
Other income/(loss), net                                             1,232,495              42.4                15,290               0.8               80,954               3.6
Income from operations                                               1,254,565              43.2               183,998               9.7              246,236              11.1
Interest (expense) income, net                                         (33,473)             (1.2)              (37,728)             (2.0)             (32,088)             (1.4)
Income before income taxes and
noncontrolling interests                                             1,221,092              42.0               146,270               7.7              214,148               9.7
Provision for income taxes                                             242,958               8.4                36,993               1.9               52,436               2.4
Consolidated net income                                                978,134              33.7               109,277               5.7              161,712               7.3
Less: Net income attributable to
noncontrolling interests                                               227,406               7.8                29,217               1.5               44,407               2.0
Net income available to common
stockholders                                                        $  750,728              25.8   %       $    80,060               4.2   %       $  117,305               5.3   %

(1)The components of Equity-based compensation and allocations of net income to
limited partnership units and FPUs are as follows (in thousands):

                                                                                Year Ended December 31,
                                                         2021                              2020                                             2019
                                                                                                   Percentage of                                    Percentage of                                    Percentage of
                                                                          Actual Results          Total Revenues           Actual Results          Total Revenues           Actual Results          Total Revenues
Issuance of common stock and
exchangeability expenses                                                $       312,718                   10.8   %       $        69,041                    3.6   %       $       181,714                    8.2   %
Allocations of net income to
limited partnership units and FPUs                                               55,183                    1.9                    30,461                    1.6                    50,410                    2.3
Limited partnership units
amortization                                                                    (28,351)                  (1.0)                   18,692                    1.0                    21,508                    1.0
RSU amortization                                                                 16,795                    0.6                    12,565                    0.7                     5,204                    0.2
Equity-based compensation and
allocations of net income to
limited partnership units and FPUs                                      $       356,345                   12.3   %       $       130,759                    6.9   %       $       258,836                   11.7   %

Year ended December 31, 2021 compared to the year ended December 31, 2020

Revenues

Leasing and Other Commissions
Leasing and other commission revenues increased by $313.1 million, or 60.9%, to
$826.9 million for the year ended December 31, 2021 as compared to the year
ended December 31, 2020, due to greatly increased demand across all major
property types, in particular, strength in office led by life science, and
industrial.

Capital Markets
Capital markets revenue increased by $484.2 million, or 106.6%, to $938.3
million for the year ended December 31, 2021 as compared to the year ended
December 31, 2020. Newmark's overall notional volumes from investment sales,
mortgage brokerage, and multifamily originations increased by 92.8% to $138.4
billion.

Gains from Mortgage Banking Activities/Originations, Net
Gains from mortgage banking activities, net decreased by $85.4 million, or
27.5%, to $225.5 million for the year ended December 31, 2021 as compared to the
year ended December 31, 2020. The decrease was primarily due to a $58.4 million
decline in non-cash OMSR revenues. The Company helped its clients navigate lower
GSE multifamily loan activity by placing a record amount of their multifamily
debt with non-agency lenders.

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased $289.6 million,
or 46.2%, to $915.7 million for the year ended December 31, 2021 as compared to
the year ended December 31, 2020. The growth was led by strong improvements from
Global Corporate Services, Valuation & Advisory, and Servicing Fees, as well as
the addition of Knotel, as the Company continued to invest in these recurring
and predictable businesses. Valuation and Advisory was up 46.5% to
$157.0 million, by productivity gains from our Ngage technology platform.

Expenses

Compensation and Employee Benefits

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Compensation and employee benefits expense increased by $681.5 million, or
59.4%, to $1,828.9 million for the year ended December 31, 2021 as compared to
the year ended December 31, 2020. The increase for the year primarily resulted
from variable compensation related to the increase in commission-based revenue
and $203.8 million of expense related to the 2021 Equity Event.

Equity-based compensation and allocations of net income to limited partnership
units and FPUs
Equity-based compensation and allocations of net income to limited partnership
units and FPUs increased by $225.6 million, or 172.5%, to $356.3 million for the
year ended December 31, 2021 as compared to the year ended December 31, 2020
largely as a result of the 2021 Equity Event.

Operating, Administrative and Other
Operating, administrative and other expenses increased $259.2 million, or 88.0%,
to $553.6 million for the year ended December 31, 2021 as compared to the year
ended December 31, 2020, primarily due to increased pass-through expenses tied
to non-fee revenues, higher expenses related to the resumption of normalized
business activity, and the impact of acquisitions.

Fees to Related Parties
Fees to related parties increased by $1.2 million, or 5.4%, to $23.8 million,
for the year ended December 31, 2021 as compared to the year ended December 31,
2020.

Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2021 decreased by
$19.5 million, or 13.8%, to $121.7 million as compared to the year ended
December 31, 2020 due to a decrease in MSR valuation allowance.

Because Newmark recognizes OMSR gains equal to the fair value of servicing
rights retained on mortgage loans originated and sold, it also amortizes MSRs in
proportion to the net servicing revenue expected to be earned. Subsequent to the
initial recording, MSRs are amortized and carried at the lower of amortized cost
or fair value. The MSR valuation allowance decreased by $21.1 million for the
year ended December 31, 2021 as compared to a $15.2 million increase for the
year ended December 31, 2020. For the year ended December 31, 2021 and 2020 our
expenses included $110.9 million and $96.0 million, respectively, of MSR
scheduled amortization.

Other Income (loss), Net
Other income (loss), net in the year ended December 31, 2021 was primarily
related to $1,203.1 million of gains from the acceleration of the Nasdaq
Earn-out and realized and unrealized gains on marketable securities.
Additionally, the Company recorded $27.8 million of non-cash gain related to
acquisitions during the year ended December 31, 2021, partially offset by a
realized loss on the Nasdaq Forward of $12.4 million.

Other income (loss), net of $15.3 million in the year ended December 31, 2020
was primarily related to $121.9 million of income related to the Nasdaq
Earn-out, partially offset by losses of $84.2 million relating to non-marketable
investments carried under the measurement alternative, $11.6 million of equity
losses from Real Estate LP and $13.7 million of mark-to market losses on the
Nasdaq Forwards.

Interest (Expense) Income, Net
Interest expense, net decreased by $4.3 million, or 11.3%, to $33.5 million
during the year ended December 31, 2021 as compared to the year ended December
31, 2020 due to lower outstanding debt balances.

Provision for Income Taxes
Provision for income taxes increased by $206.0 million, to $243.0 million for
the year ended December 31, 2021 as compared to the year ended December 31,
2020. This increase was primarily driven by higher pre-tax earnings. In general,
our consolidated effective tax rate can vary from period to period depending on,
among other factors, the geographic and business mix of our earnings.

Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests increased by $198.2 million,
to $227.4 million for the year ended December 31, 2021 as compared to the year
ended December 31, 2020 due to higher earnings.

Year ended December 31, 2020 compared to the year ended December 31, 2019

Revenues

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Leasing and Other Commissions
Leasing and other commission revenues decreased by $340.9 million, or 39.9% to
$513.8 million for the year ended December 31, 2020 as compared to the year
ended December 31, 2019. Leasing and other commissions volumes fell
significantly beginning in March of 2020 due to lower industry-wide leasing
resulting from the impact of the COVID-19 pandemic, and in particular, our
presence in large, urban markets, such as New York city and the San Francisco
Bay Area.

Capital Markets
Capital markets revenue decreased by $87.1 million or 16.1% to $454.1 million
for the year ended December 31, 2020 as compared to the year ended December 31,
2019. Capital market volumes fell significantly beginning in March of 2020 due
to lower industry-wide leasing resulting from the impact of the COVID-19
pandemic. However, a low interest rate environment coupled with significant
capital available to invest in real estate has led to sequential improvement in
capital markets activity since the second quarter of 2020, with investments
concentrated in certain asset types, such as multi-family, life sciences and
industrial. Our capital markets business was up 15.3% in the fourth quarter of
2020 as compared to the fourth quarter of 2019.

Gains from Mortgage Banking Activities/Originations, Net
Gains from mortgage banking activities, net increased by $112.8 million or
57.0%, to $310.9 million for the year ended December 31, 2020 as compared to the
year ended December 31, 2019. The increase was primarily due to strong GSE
originations and a more balanced product mix.

A portion of our gains from mortgage banking activities, net, relate to non-cash
gains attributable to OMSRs. We recognize OMSR gains equal to the fair value of
servicing rights retained on mortgage loans originated and sold. For the years
ended December 31, 2020 and 2019, we recognized $194.8 million and
$109.2 million of non-cash gains, respectively, related to OMSRs.

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased $2.1 million, or
0.3%, to $626.1 million for the year ended December 31, 2020 as compared to the
year ended December 31, 2019. The increase was primarily due to an increase in
non-fee pass-through revenue and valuation and appraisal, offset by lower
interest income on escrow balances, lower interest on loans held for sale, and
lower yield maintenance fees.

Expenses

Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $128.6 million, or
10.1%, to $1,147.4 million for the year ended December 31, 2020 as compared to
the year ended December 31, 2019. The decrease in the year ended December 31,
2020 was directly related to lower commission based revenues and our cost
savings initiatives, partially offset by non-fee expenses and amortization of
hiring costs.

Equity-based compensation and allocations of net income to limited partnership
units and FPUs
Equity-based compensation and allocations of net income to limited partnership
units and FPUs decreased by $128.1 million, or 49.5%, to $130.8 million for the
year ended December 31, 2020 as compared to the year ended December 31, 2019 as
a result of lower stock compensation charges of $112.7 million and lower income
allocation charges of $20.0 million due to lower earnings.

Operating, Administrative and Other
Operating, administrative and other expenses decreased by $67.5 million, or
18.6%, to $294.4 million for the year ended December 31, 2020 as compared to the
year ended December 31, 2019 due to our cost savings initiatives.

Fees to Related Parties
Fees to related parties decreased by $2.5 million, or 9.8%, to $22.6 million for
the year ended December 31, 2020 as compared to the year ended December 31,
2019.

Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2020 increased by
$10.0 million, or 7.7%, to $141.2 million as compared to the year ended December
31, 2019. This increase was due to a $9.7 million increase in mortgage servicing
rights amortization.

Because Newmark recognizes OMSR gains equal to the fair value of servicing
rights retained on mortgage loans originated and sold, it also amortizes MSRs in
proportion to the net servicing revenue expected to be earned. Subsequent to the

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initial recording, MSRs are amortized and carried at the lower of amortized cost
or fair value. For the years ended December 31, 2020 and 2019, our revenue
included $194.8 million and $109.2 million, respectively, our expenses included
$111.3 million and $101.5 million of MSR amortization, respectively. The MSR
amortization increased due to higher scheduled amortization as a result of
growth in the book value of the MSRs.

Other Income (loss), Net
Other income (loss), net of $15.3 million in the year ended December 31, 2020
was primarily related to $121.9 million of income related to the 2020 annual
Nasdaq Earn-out, partially offset by $84.2 million of mark-to-market losses on
non-marketable investments, a mark-to-market loss related to the Nasdaq Forwards
of $13.7 million and $11.6 million of equity losses from Real Estate LP.

Other income, net of $81.0 million in the year ended December 31, 2019 was
primarily related to the recognition of income from the receipt of Nasdaq shares
of $113.9 million, including appreciation of Nasdaq shares held by Newmark, and
unrealized gains of $12.2 million relating to non-marketable investments carried
under the measurement alternative, partially offset by mark-to-market losses
related to the Nasdaq Forwards of $51.1 million.

Interest (Expense) Income, Net
Interest expense, net increased by $5.6 million, or 17.6%, to $37.7 million
during the year ended December 31, 2020 as compared to the year ended December
31, 2019 due to borrowings on our Credit Facility.

Provision for Income Taxes
Provision for income taxes decreased by $15.4 million, or 29.5%, to $37.0
million for the year ended December 31, 2020 as compared to the year ended
December 31, 2019. This decrease was primarily driven by lower pretax earnings.
In general, our consolidated effective tax rate can vary from period to period
depending on, among other factors, the geographic and business mix of our
earnings.

Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased by $15.2 million,
or 34.2%, to $29.2 million for the year ended December 31, 2020.

Financial Position, Liquidity and Capital Resources

Overview

The primary source of liquidity for our business is the cash flow provided by
our operations and the Nasdaq shares.

Our future capital requirements will depend on many factors, including our
growth, the expansion of our sales and marketing activities, our expansion into
other markets and our results of operations. To the extent that existing cash,
cash from operations and credit facilities, and Nasdaq shares are insufficient
to fund our future activities, we may need to raise additional funds through
public equity or debt financing. As of December 31, 2021, our long-term debt
consists of our 6.125% Senior Notes with a carrying amount of $545.2 million.

Financial Position
Total assets were $5.2 billion at December 31, 2021 and $4.0 billion at December
31, 2020.

Total liabilities were $3.5 billion at December 31, 2021 and $3.0 billion at
December 31, 2020.

Liquidity

At December 31, 2021, we had total liquidity of $575.9 million, which consisted
of $191.3 million of Cash and Cash Equivalents, and 2.5 million shares of Nasdaq
common stock valued at $524.6 million, net of $140.0 million of borrowings
against the Nasdaq shares. We have a $465.0 million undrawn revolving credit
facility and no net debt as of December 31, 2021. We expect to generate cash
flows from operations to fund our business and to meet our short-term liquidity
requirements, which we define as the next twelve months. As of February 25,
2022, we held approximately 1.1 million shares of Nasdaq common stock valued at
$187.2 million.


Long-term debt
Long-term debt consisted of the following (in thousands):
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                                                  December 31,
                                              2021           2020
                     6.125% Senior Notes   $ 545,239      $ 542,772
                     Credit Facility               -        137,613
                     Total                 $ 545,239      $ 680,385



6.125% Senior Notes
On November 2, 2018, Newmark announced the pricing of an offering of $550.0
million aggregate principal amount of 6.125% Senior Notes due 2023, which closed
on November 6, 2018. The 6.125% Senior Notes were offered and sold in a private
offering exempt from the registration requirements under the Securities Act. The
6.125% Senior Notes are general senior unsecured obligations of Newmark. These
6.125% Senior Notes were priced at 98.94% to yield 6.375%. The 6.125% Senior
Notes bear an interest rate of 6.125% per annum, payable on each May 15 and
November 15, beginning on May 15, 2019 and will mature on November 15, 2023. The
6.125% Senior Notes were subsequently exchanged for notes with substantially
similar terms that were registered under the Securities Act.

Credit Facility
On November 28, 2018, Newmark entered into the Credit Agreement by and among
Newmark, the several financial institutions from time to time party thereto, as
Lenders, and Bank of America N.A., as administrative agent. The Credit Agreement
was amended on February 26, 2020 to increase the size of the facility and extend
the maturity date to February 26, 2023. The Amended Credit Agreement provided
for a $425.0 million three-year unsecured senior revolving credit facility. The
Credit Agreement was again amended on March 16, 2020 to increase the size of the
facility. The Amended Credit Agreement provides for a $465.0 million three-year
unsecured senior revolving credit facility. As of December 31, 2021, there were
no outstanding borrowings under this credit agreement. Borrowings under the
Amended Credit Facility will bear an annual interest equal to, at Newmark's
option, either (a) London Interbank Offered Rate ("LIBOR") for specified
periods, or upon the consent of all Lenders, such other period that is 12 months
or less, plus an applicable margin, or (b) a base rate equal to the greatest of
(i) the federal funds rate plus 0.5%, (ii) the prime rate as established by the
administrative agent, and (iii) one-month LIBOR plus 1.0%. The applicable margin
is 1.75% with respect to LIBOR borrowings and 0.75% with respect to base rate
borrowings, both of which can be up to 0.50% higher depending upon Newmark's
credit rating. The Amended Credit Facility also provides for an unused facility
fee. In July of 2021, Newmark paid down the balance of the Credit Facility in
the amount of $140.0 million.

Cantor Credit Agreement
On November 30, 2018, Newmark entered into an unsecured credit agreement with
Cantor. The Cantor Credit Agreement provides for each party to issue loans to
the other party in the lender's discretion. Pursuant to the Cantor Credit
Agreement, the parties and their respective subsidiaries (with respect to CFLP,
other than BGC and its subsidiaries) may borrow up to an aggregate principal
amount of $250.0 million from each other from time to time at an interest rate
which is the higher of CFLP's or Newmark's short-term borrowing rate then in
effect, plus 1.0%. As of December 31, 2021, and December 31, 2020 there were no
borrowings outstanding under the Cantor Credit Agreement.

Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises
As of December 31, 2021, Newmark had $1.5 billion of committed loan funding
available through three commercial banks and an uncommitted $700.0 million
Fannie Mae loan repurchase facility. Consistent with industry practice, these
warehouse facilities are short-term, requiring annual renewal. These warehouse
facilities are collateralized by an assignment of the underlying mortgage loans
originated under its various lending programs and third-party purchase
commitments and are recourse only to our wholly-owned subsidiary, Berkeley Point
Capital, LLC. As of December 31, 2021 and December 31, 2020, respectively, we
had $1.1 billion and $1.1 billion outstanding under "Warehouse facilities
collateralized by U.S. Government Sponsored Enterprises" on our accompanying
consolidated balance sheets.

Cash Flows
Cash flows from operations excluding activity from loan originations and sales,
net were as follows (in thousands):
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                                                                    Year 

Ended December 31,

                                                                         2021                  2020                   2019
Net cash provided by (used in) operating
activities                                                          $   

(48,709) $ (777,694) $ 986,761
Add back:
Loan originations – loans held for sale

                               9,142,148             12,374,231              8,783,225
Loan sales - loans held for sale                                     (9,177,733)           (11,527,010)            (9,563,973)
Unrealized gains on loans held for sale                                  21,259                 24,295                  5,174
Net cash provided by (used in) operating
activities excluding activity from loan
originations and sales (1)(2)(3)                                    $   

(63,035) $ 93,822 $ 211,187

(1) Includes payments for corporate taxes in the amount of $99.4 million, $80.3
million, and $95.1 million for the years ended December 31, 2021, 2020 and 2019
respectively.

(2) Includes payments for new hires and producers of $17.4 million,
$72.7 million, and $157.0 million for the years ended December 31, 2021, 2020
and 2019 , respectively.

(3) Reflects $484.4 million of cash used with respect to the 2021 Equity Event.
Of this amount, $203.4 million related to the 16.3 million reduction in fully
diluted shares, and $280.9 million related to amounts paid on behalf of, or to
partners for withholding taxes related to unit exchanges and/or redemptions,
cash paid for redemption of HDUs, and other items. Not including these uses of
cash, net cash provided by operating activities excluding loan originations and
sales would have been $421.4 million for the year ended December 31, 2021.

Cash Flows for the Year Ended December 31, 2021
For the year ended December 31, 2021, we used $48.7 million of cash from
operations. However, excluding activity from loan originations and sales cash
used from operating activities for the year ended December 31, 2021 was $63.0
million. The $63.0 million reflects $484.4 million of cash used with respect to
the 2021 Equity Event to reduce our fully diluted share count and for amounts
paid on behalf of or to partners for withholding taxes related to unit exchanges
and/or redemptions, cash paid for redemption of HDUs, and other items. But for
these uses of cash, net cash provided by operating activities for the year ended
December 31, 2021 would have been $421.4 million. Cash provided by investing
activities was $453.1 million, primarily related to $551.1 million of proceeds
from the sale of marketable securities, partially offset by $69.8 million of
payments for acquisitions, net of cash acquired. Cash used in financing
activities of $396.3 million primarily related to $290.5 million of treasury
stock repurchases.

Cash Flows for the Year Ended December 31, 2020
For the year ended December 31, 2020, we used $777.7 million of cash for
operations. However, excluding activity from loan originations and sales, net
cash used by operating activities for the year ended December 31, 2020 was $93.8
million. We had consolidated net income of $109.3 million, $146.6 million of
positive adjustments to reconcile net income to net cash used by operating
activities (excluding activity from loan originations and sales) and $162.0
million of negative changes in operating assets and liabilities. The negative
change in operating assets and liabilities included $127.9 million of increases
in loans, forgivable loans and other receivables from employees, a $123.7
million decrease in receivables, net, a $82.4 million decrease in accounts
payable, accrued expenses and other liabilities, and a $75.4 million decrease in
accrued compensation. Cash used in investing activities was $3.6 million,
primarily related to $34.7 million of proceeds from the sale of marketable
securities, partially offset by $19.6 million in purchases of fixed assets,
$12.8 million for the purchase of a debt security, and $5.9 million of payments
for acquisitions, net of cash acquired. Cash provided by financing activities of
$817.8 million primarily related to $851.6 million of net borrowings on the
warehouse facilities collateralized by U.S. Government Sponsored Enterprises,
and $365.0 million borrowing under the Credit Facility, partially offset by
$275.0 million repayment on the Credit Facility, $81.9 million in earning
distributions to limited partnership interests and other noncontrolling
interests, and $23.2 million in dividends to stockholders.

Cash Flows for the Year Ended December 31, 2019
For the year ended December 31, 2019, we generated $986.8 million of cash from
operations. Excluding activity from loan originations and sales, net cash
provided by operating activities for the year ended December 31, 2019 was $211.2
million. We had consolidated net income of $161.7 million, $222.6 million of
positive adjustments to reconcile net income to net cash provided by operating
activities (excluding activity from loan originations and sales) and $173.1
million of negative changes in operating assets and liabilities. The negative
change in operating assets and liabilities included $161.9 million of increases
in loans, forgivable loans and other receivables from employees and partners
primarily related to continued hiring and expansion of our business, $113.2
million of increases in other assets, and $52.0 million of increase in
receivables, net, offset by an increase of $130.7 million in accounts payable,
accrued expenses and other liabilities and an increase of $23.4 million in
payables to related parties. Cash used in investing activities was $56.8
million, primarily related to $34.5 million in purchases of fixed assets, $33.9
million of payments for acquisitions, net of cash acquired, $28.0 million in
purchases of non-marketable investments, net, partially offset by $32.6 million
of proceeds from the sale of marketable securities, and $8.6 million of
distributions from Real Estate L.P. We used $895.5 million of cash from
financing activities primarily due to net repayments on the warehouse facilities
collateralized by U.S. Government Sponsored Enterprises of $762.7 million,
distributions to limited
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partnership interests and other noncontrolling interests of $140.6 million,
dividends to stockholders of $69.2 million and treasury stock repurchases of
$37.4 million, partially offset by net borrowings under the Credit Facility of
$50.0 million, the settlement of pre-Spin-Off related party receivables of $33.9
million, and proceeds from securities loaned of $36.7 million.

Credit Ratings

As of December 31, 2021, our public long-term credit ratings and associated
outlooks are as follows:

                                                   Rating       Outlook
                    Fitch Ratings Inc.              BBB-        Stable
                    JCRA                            BBB+        Stable
                    Kroll Bond Rating Agency        BBB-        Stable
                    Standard & Poor's               BB+         Stable



Credit ratings and associated outlooks are influenced by several factors,
including but not limited to: operating environment, earnings and profitability
trends, the prudence of funding and liquidity management practices, balance
sheet size/composition and resulting leverage, cash flow coverage of interest,
composition and size of the capital base, available liquidity, outstanding
borrowing levels and the firm's competitive position in the industry. A credit
rating and/or the associated outlook can be revised upward or downward at any
time by a rating agency if such rating agency decides that circumstances warrant
such a change. Any reduction in our credit ratings and/or the associated outlook
could adversely affect the availability of debt financing on terms acceptable to
us, as well as the cost and other terms upon which we are able to obtain any
such financing. In addition, credit ratings and associated outlooks may be
important to customers or counterparties when we compete in certain markets and
when we seek to engage in certain transactions. In connection with certain
agreements, interest rates on our notes may incur increases of up to 2% in the
event of a credit ratings downgrade.

Regulatory Requirements
Newmark is subject to various capital requirements in connection with
seller/servicer agreements that Newmark has entered into with the various GSEs.
Failure to maintain minimum capital requirements could result in Newmark's
inability to originate and service loans for the respective GSEs and could have
a direct material adverse effect on our accompanying consolidated financial
statements. As of December 31, 2021, Newmark has met all capital requirements.
As of December 31, 2021, the most restrictive capital requirement was Fannie
Mae's net worth requirement. Newmark exceeded the minimum requirement by $400.5
million.

Certain of Newmark's agreements with Fannie Mae allow Newmark to originate and
service loans under Fannie Mae's Delegated Underwriting and Servicing ("DUS")
Program. These agreements require Newmark to maintain sufficient collateral to
meet Fannie Mae's restricted and operational liquidity requirements based on a
pre-established formula. Certain of Newmark's agreements with Freddie Mac allow
Newmark to service loans under Freddie Mac's Targeted Affordable Housing ("TAH")
Program. These agreements require Newmark to pledge sufficient collateral to
meet Freddie Mac's liquidity requirement of 8% of the outstanding principal of
TAH loans serviced by Newmark. As of December 31, 2021 and December 31, 2020,
Newmark has met all liquidity requirements.

In addition, as a servicer for Fannie Mae, the Government National Mortgage
Association ("Ginnie Mae") and FHA, Newmark is required to advance to investors
any uncollected principal and interest due from borrowers. As of December 31,
2021 and December 31, 2020, outstanding borrower advances were $0.9 million and
$0.8 million, respectively, and are included in "Other assets" in our
accompanying consolidated balance sheets.

On September 9, 2019, the U.S. Department of the Treasury issued a Housing
Reform Plan (the "Plan") in response to a March 27, 2019 Presidential Memorandum
soliciting reforms in the housing financing system designed to minimize taxpayer
exposure to future bailouts. The primary recommendations of the Plan are: (i)
that existing government support for the secondary markets should be explicitly
defined, tailored and paid for; (ii) that the GSEs' conservatorship should come
to an end; (iii) the implementation of reforms necessary to ensure that the
GSEs, and any successors, are appropriately capitalized to withstand a severe
economic downturn and that shareholders and unsecured creditors, rather than
U.S. taxpayers, bear the losses; (iv) that the GSEs should continue to support
affordable housing at a reasonable economic return that may be less than the
return earned on other activities; (v) that the FHFA and the U.S. Department of
Housing and Urban Development should clearly define the appropriate roles and
overlap between the GSEs and the Federal Housing Administration so as to avoid
duplication and (vi) that measures should be implemented to "level the playing
field" between the GSEs and private sector competitors. Additionally, in
September 2019, FHFA announced a cap of $200 billion as the maximum volume for
combined Fannie Mae and Freddie Mac multifamily volume through the end of 2020,
of which 37.5% must meet certain affordability requirements. The foregoing
proposals may have the effect of impacting the volume of business that we may do
with Fannie
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Mae and Freddie Mac. Additionally, the potential increase in our proportion of
affordable business and the potential implementation of a fee to be charged in
connection with the government's offer of a guarantee may alter the economics of
the business and, accordingly, may impact our financial results.

See “Business-Regulation” in Part I, Item 1 of this Annual Report on Form 10-K
for information related to our regulatory environment.

Equity

Repurchase Program
On February 17, 2021, our Board increased its authorized share repurchases of
Newmark Class A Common stock and purchases of limited partnership interests in
Newmark's subsidiaries to $400.0 million. This authorization includes
repurchases of shares or purchase of units from executive officers, other
employees and partners, including of BGC and Cantor, as well as other affiliated
persons or entities. From time to time, Newmark may actively continue to
repurchase shares and/or purchase units. During the year ended December 31,
2021, Newmark repurchased 20,237,430 shares of Class A common stock, at an
average price of $14.37. As of December 31, 2021, Newmark had $165.0 million
remaining from its share repurchase and unit purchase authorization.

The following table details Newmark's unit redemptions and share repurchases for
cash, under the new program, and does not include unit redemptions and/or
cancellations in connection with the grant of shares Newmark's Class A common
stock. The gross unit redemptions and share repurchases of Newmark's Class A
common stock during the year ended December 31, 2021 were as follows (in
thousands except units, shares and per share amounts):
                                                                                                          Approximate
                                                                                                          Dollar Value
                                                                                                          of Units and
                                                                                                          Shares That
                                                                                                           May Yet Be
                                                             Total                    Average             Repurchased/
                                                           Number of                 Price Paid            Purchased
                                                            Shares                    per Unit             Under the
                                                     Repurchased/Purchased            or Share              Program
Redemptions
January 1, 2021 - March 31, 2021                                  -                $         -
April 1, 2021 - June 30, 2021                               167,894                $     11.91
July 1, 2021 - September 30, 2021                                 -                          -
October 1, 2021 - December 31, 2021                               -                $         -

Total Redemptions                                           167,894                $     11.91

Repurchases
January 1, 2021 - March 31, 2021                            879,243                $     10.58
April 1, 2021 - June 30, 2021                             3,613,098                $     12.81
July 1, 2021 - September 30, 2021                         6,307,802         

$ 13.34

October 1, 2021 - October 31, 2021                        3,064,959                $     14.71
November 1, 2021 - November 30, 2021                      2,085,492                $     16.20
December 1, 2021 - December 31, 2021                      4,286,836                $     16.77
Total Repurchases                                        20,237,430                $     14.37
Total Redemptions and Repurchases                        20,405,324         

$ 14.35 $ 165,017

On February 10, 2022, the Board and Audit Committee authorized the $400.0
million Newmark share repurchase and unit redemption Authorization, which may
include purchases from Cantor, its partners or employees or other affiliated
persons or entities.

Fully Diluted Share Count
Our fully diluted weighted-average share count follows (in thousands):
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                                                       December 31,
                                                 2021                 2020
              Common stock outstanding(1)     190,179               179,106
              Partnership units(2)             68,142                85,160
              RSUs (Treasury stock method)      4,309                   355
              Newmark exchange shares           1,324                   230

              Total(3)                        263,954               264,851


(1)Common stock consisted of Class A shares and Class B shares. For the year
ended December 31, 2021, the weighted-average number of Class A shares was
190.2 million shares and Class B shares was 21.3 million that were included in
our fully diluted EPS computation because the conditions for issuance had been
met by the end of the period.

(2)Partnership units collectively include FPUs, limited partnership units, and
Cantor units, (see Note 2 - "Limited Partnership Interests in Newmark Holdings
and BGC Holdings", to our Consolidated Financial Statements in Part II, Item 8
of this Annual Report on Form 10-K for more information). In general, these
partnership units are potentially exchangeable into shares of Newmark Class A
common stock. In addition, partnership units held by Cantor are generally
exchangeable into shares of Newmark Class A common stock and/or for up to 24.6
million shares of Newmark Class B common stock. These partnership units also
generally receive quarterly allocations of net income, after the deduction of
the Preferred Distribution, based on their weighted-average pro rata share of
economic ownership of the operating subsidiaries. As a result, these partnership
units are included in the fully diluted share count calculation shown above.

(3)For the year ended December 31, 2021, the weighted-average share count
includes 68.1 million potentially anti-dilutive securities, which were excluded
in the computation of fully diluted earnings per share.

Our fully diluted period-end (spot) share count were as follows (in thousands):
                                                     December 31,
                                               2021                 2020
                Common stock outstanding    189,558               182,461
                Partnership units            52,825                79,666
                Newmark RSUs                  5,966                     -
                Newmark exchange shares       1,957                   226
                Other                           378                   363
                Total                       250,684               262,716



Contingent Payments Related to Acquisitions
Newmark completed acquisitions for which there is contingent cash consideration
of $12.0 million. The contingent cash liability is recorded at fair value as
deferred consideration on our accompanying consolidated balance sheets.

Equity Method Investments
Newmark has an investment in Real Estate LP, a joint venture with Cantor in
which Newmark has a less than majority ownership and has the ability to exert
significant influence over the operating and financial policies. As of December
31, 2021, Newmark had $88.3 million in this equity method investment, which
represents a 27% ownership in Real Estate LP.

Registration Statements
On March 28, 2019, we filed a registration statement on Form S-3 pursuant to
which CF&Co may make offers and sales of our 6.125% Senior Notes in connection
with ongoing market-making transactions which may occur from time to time. Such
market-making transactions in these securities may occur in the open market or
may be privately negotiated at prevailing market prices at a time of resale or
at related or negotiated prices. Neither CF&Co, nor any of our affiliates, has
any obligation to make a market in our securities, and CF&Co or any such other
affiliate may discontinue market-making activities at any time without notice.
Newmark does not receive any proceeds from market-making activities in these
securities by CF&Co (or any of its affiliates).

We have an effective registration statement on Form S-4, with respect to the
offer and sale of up to 20.0 million shares of our Class A common stock from
time to time in connection with business combination transactions, including
acquisitions of other businesses, assets, properties or securities. As of
December 31, 2021, we have issued 1.4 million shares of our Class A common stock
under this registration statement.

As of December 31, 2021 and December 31, 2020, Newmark was committed to fund
approximately $0.3 billion and $0.4 billion, respectively, which is the total
remaining draws on construction loans originated by Newmark under the Housing
and Urban Development ("HUD") 221(d)4, 220 and 232 programs, rate locked loans
that have not been funded, and forward commitments, as well as the funding for
Fannie Mae structured transactions. Newmark also has corresponding commitments
to sell these loans to various purchasers as they are funded.

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Commitments and Contingencies

(a)Contractual Obligations and Commitments

The following table summarizes certain of Newmark’s contractual obligations at
December 31, 2021 (in thousands):

                                                                                                                                      More than 5
                                                   Total              Less than 1 Year          1-3 Years          3-5 Years             Years
Operating leases (1)                           $   805,168          $       

113,822 $ 218,878 $ 197,704 $ 274,764
Warehouse facilities(2)

                          1,050,693                  1,050,693                  -                  -                   -
Long-term debt(3)                                  550,000                          -            550,000                  -                   -
Interest on long-term debt(4)                       65,428                     34,949             30,479                  -                   -
Interest on warehouse
facilities(5)                                        1,051                      1,051                  -                  -                   -
Total                                          $ 2,472,340          $       1,200,515          $ 799,357          $ 197,704          $  274,764

(1)Operating lease are related to rental payments under various non-cancelable
leases principally for office space.

(2)Warehouse facilities are collateralized by $1,050.7 million of loans held for
sale, at fair value (See Note 21 - "Warehouse Facilities Collateralized by U.S.
Government Sponsored Enterprises" to our accompanying Consolidated Financial
Statements in Part II, Item 8 of this Annual Report on Form 10-K) which loans
were either under commitment to be purchased by Freddie Mac or had confirmed
forward trade commitments for the issuance of and purchase of Fannie Mae or
Ginnie Mae mortgage-backed securities.

(3)Long-term debt reflects long-term borrowings of $550.0 million 6.125% Senior
Notes. The carrying amount of these notes was approximately $545.2 million.
Long-term debt also includes borrowings under the Credit Facility, which is
assumed to be outstanding until the maturity date of the Credit Facility. The
carrying amount of the borrowing under the Credit Facility is $0.0 million. (See
Note 22 - "Long-Term Debt" to our accompanying Consolidated Financial Statements
in Part II, Item 8 of this Annual Report on Form 10-K.)

(4)Reflects interest on the $550.0 million 6.125% Senior Notes until their
maturity date of November 15, 2023.

(5)Interest on the warehouse facilities collateralized by U.S. Government
Sponsored Enterprises was projected by using the 1-month LIBOR rate plus their
respective additional basis points, primarily 130 basis points above LIBOR, or
SOFR and 115 basis points above SOFR, applied to their respective outstanding
balances as of December 31, 2021, through their respective maturity dates. Their
respective maturity dates range from June 2022 to October 2022, while one line
has an open maturity date. The notional amount of these committed and
uncommitted warehouse facilities was $2.2 billion at December 31, 2021. One of
the warehouse lines established a $125.0 million sublimit line of credit to fund
potential principal and interest servicing advances on the Company's Fannie Mae
portfolio during the forbearance period related to the CARES Act. Advances will
have an interest rate of 1-month LIBOR plus 180 bps. There were no outstanding
draws on this sublimit at December 31, 2021. Another warehouse line was
temporarily increased by $300.0 million to $900.0 million for the period
December 1, 2020 to February 1 2021.

Critical Accounting Policies and Estimates
The preparation of our accompanying consolidated financial statements in
conformity with U.S. GAAP guidance requires management to make estimates and
assumptions that affect the reported amounts of the assets and liabilities,
revenues and expenses, and the disclosure of contingent assets and liabilities
in our accompanying consolidated financial statements. These accounting
estimates require the use of assumptions about matters, some which are highly
uncertain at the time of estimation. To the extent actual experience differs
from the assumptions used, our accompanying consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flows
could be materially affected. We believe that of our significant accounting
policies, the following policies involve a higher degree of judgment and
complexity.


Revenue Recognition
We derive our revenues primarily through commissions from brokerage services,
gains from mortgage banking activities/originations, net, revenues from real
estate management services, servicing fees and other revenues. Revenue from
contracts with customers is recognized when, or as, we satisfy our performance
obligations by transferring the promised goods or services to the customers as
determined by when, or as, the customer obtains control of that good or service.
A performance obligation may be satisfied over time or at a point in time.
Revenue from a performance obligation satisfied over time is recognized by
measuring our progress in satisfying the performance obligation as evidenced by
the transfer of the goods or services to the customer. Revenue from a
performance obligation satisfied at a point in time is recognized at the point
in time when the customer obtains control over the promised good or service. The
amount of revenue recognized reflects the consideration we expect to be entitled
to in exchange for those promised goods or services (i.e., the "transaction
price"). In determining the transaction price, we consider consideration
promised in a contract that includes a variable amount, referred to as variable
consideration, and estimate the amount of consideration due to us. Additionally,
variable consideration is included in the transaction price only to the extent
that it is probable that a significant reversal in the amount of cumulative
revenue recognized will not occur. In determining when to include variable
consideration in the transaction price, we consider all information (historical,
current and forecast) that is available, including the range of possible
outcomes, the predictive value of past experiences, the time period of when
uncertainties expect to be resolved and the amount of consideration that is
susceptible to factors outside of our influence.
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We also use third-party service providers in the provision of its services to
customers. In instances where a third-party service provider is used, we perform
an analysis to determine whether we are acting as a principal or an agent with
respect to the services provided. To the extent that we are acting as a
principal, the revenue and the expenses incurred are recorded on a gross basis.
In instances where we are acting as an agent, the revenue and expenses are
presented on a net basis within the revenue line item.

In some instances, we perform services for customers and incur out-of-pocket
expenses as part of delivering those services. Our customers agree to reimburse
us for those expenses, and those reimbursements are part of the contract's
transaction price. Consequently, these expenses and the reimbursements of such
expenses from the customer are presented on a gross basis because the services
giving rise to the out-of-pocket expenses do not transfer a good or service. The
reimbursements are included in the transaction price when the costs are
incurred, and the reimbursements are due from the customer.

MSRs, Net
We initially recognize and measure the rights to service mortgage loans at fair
value and subsequently measure them using the amortization method. We recognize
rights to service mortgage loans as separate assets at the time the underlying
originated mortgage loan is sold, and the value of those rights is included in
the determination of the gains on loans held for sale. Purchased MSRs, including
MSRs purchased from CCRE, are initially recorded at fair value, and subsequently
measured using the amortization method.

We receive up to a 3-basis point servicing fee and/or up to a 1-basis point
surveillance fee on certain Freddie Mac loans after the loan is securitized in a
Freddie Mac pool ("Freddie Mac Strip"). The Freddie Mac Strip is also recognized
at fair value and subsequently measured using the amortization method, but is
recognized as a MSR at the securitization date.

MSRs are assessed for impairment, at least on an annual basis, based upon the
fair value of those rights as compared to the amortized cost. Fair values are
estimated using a valuation model that calculates the present value of the
future net servicing cash flows. In using this valuation method, we incorporate
assumptions that management believes market participants would use in estimating
future net servicing income. The fair value estimates are sensitive to
significant assumptions used in the valuation model such as prepayment rates,
cost of servicing, escrow earnings rates, discount rates and servicing
multiples, which are affected by expectations about future market or economic
conditions derived, in part, from historical data. It is reasonably possible
that such estimates may change. We amortize the MSRs in proportion to, and over
the period of, the projected net servicing income. For purposes of impairment
evaluation and measurement, we stratify MSRs based on predominant risk
characteristics of the underlying loans, primarily by investor type (Fannie
Mae/Freddie Mac, FHA/GNMA, CMBS and other). To the extent that the carrying
value exceeds the fair value of a specific MSR strata, a valuation allowance is
established, which is adjusted in the future as the fair value of MSRs increases
or decreases. Reversals of valuation allowances cannot exceed the previously
recognized impairment up to the amortized cost.

Equity-Based and Other Compensation
Discretionary Bonus: A portion of our compensation and employee benefits expense
comprises discretionary bonuses, which may be paid in cash, equity, partnership
awards or a combination thereof. We accrue expense in a period based on revenues
in that period and on the expected combination of cash, equity and partnership
units. Given the assumptions used in estimating discretionary bonuses, actual
results may differ.

Restricted Stock Units: We account for equity-based compensation under the fair
value recognition provisions of U.S. GAAP guidance. Restricted stock units
(which we refer to as "RSUs") provided to certain employees are accounted for as
equity awards, and in accordance with U.S. GAAP guidance, we are required to
record an expense for the portion of the RSUs that is ultimately expected to
vest. Further, U.S. GAAP guidance requires forfeitures to be estimated at the
time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Because significant assumptions are
used in estimating employee turnover and associated forfeiture rates, actual
results may differ from our estimates under different assumptions or conditions.

The fair value of RSU awards to employees is determined on the date of grant,
based on the fair value of our Class A common stock. Generally, RSUs granted by
us as employee compensation do not receive dividend equivalents; as such, we
adjust the fair value of the RSUs for the present value of expected forgone
dividends, which requires us to include an estimate of expected dividends as a
valuation input. This grant-date fair value is amortized to expense ratably over
the awards' vesting periods. For RSUs with graded vesting features, we have made
an accounting policy election to recognize compensation cost on a straight-line
basis. The amortization is reflected as non-cash equity-based compensation
expense in our accompanying consolidated statements of operations.

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Restricted Stock: Restricted stock provided to certain employees is accounted
for as an equity award, and as per U.S. GAAP guidance, we are required to record
an expense for the portion of the restricted stock that is ultimately expected
to vest. We have granted restricted stock that is not subject to continued
employment or service; however, transferability is subject to compliance with
our and our affiliates' customary non-compete obligations. Such shares of
restricted stock are generally saleable by partners in 5 to 10 years. Because
the restricted stock is not subject to continued employment or service, the
grant-date fair value of the restricted stock is expensed on the date of grant.
The expense is reflected as non-cash equity-based compensation expense in our
accompanying consolidated statements of operations.

Limited Partnership Units: Limited partnership units in Newmark Holdings and BGC
Holdings are held by Newmark employees and receive quarterly allocations of net
income and are generally contingent upon services being provided by the unit
holders. As discussed above, preferred units in Newmark Holdings and BGC
Holdings are not entitled to participate in partnership distributions other than
with respect to a distribution at a rate of either 0.6875% (which is 2.75% per
calendar year) or such other amount as set forth in the award documentation. The
quarterly allocations of net income to such limited partnership units are
reflected as a component of compensation expense under "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying consolidated statements of operations.

Certain of these limited partnership units entitle the holders to receive
post-termination payments equal to the notional amount in four equal yearly
installments after the holder's termination. These limited partnership units are
accounted for as post-termination liability awards under U.S. GAAP guidance,
which requires that Newmark record an expense for such awards based on the
change in value at each reporting period and include the expense in our
accompanying consolidated statements of operations as part of "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs." The liability for limited partnership units with a post-termination
payout is included in "Other long-term liabilities" on our accompanying
consolidated balance sheets.

Certain limited partnership units held by Newmark employees are granted
exchangeability into Class A common stock or may be redeemed in connection with
the grant of shares of Class A common stock. At the time exchangeability is
granted, or the shares are issued, Newmark recognizes an expense based on the
fair value of the award on that date, which is included in "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying consolidated statements of operations.

Employee Loans: We have entered into various agreements with certain of our
employees and partners whereby these individuals receive loans that may be
either wholly or in part repaid from distributions that the individuals receive
on some or all of their limited partnership interests or may be forgiven over a
period of time. Cash advance distribution loans are documented in formal
agreements and are repayable in timeframes outlined in the underlying
agreements. We intend for these advances to be repaid in full from the future
distributions on existing and future awards granted. The allocations of net
income to the awards are treated as compensation expense and the proceeds from
distributions are used to repay the loan. The forgivable portion of any loans is
recognized as compensation expense in our accompanying consolidated statements
of operations over the life of the loan. We review the loan balances each
reporting period for collectability. If we determine that the collectability of
a portion of the loan balances is not expected, we recognize a reserve against
the loan balances. Actual collectability of loan balances may differ from our
estimates. As of December 31, 2021 and December 31, 2020, the aggregate balance
of employee loans, net of reserve, was $453.3 million and $454.3 million,
respectively, and is included as "Loans, forgivable loans and other receivables
from employees and partners, net" in our accompanying consolidated balance
sheets. Compensation expense for the above-mentioned employee loans for the
years ended December 31, 2021, 2020 and 2019 were $79.4 million, $73.6 million
and $39.0 million, respectively. The compensation expense related to these loans
was included as part of "Compensation and employee benefits" in our accompanying
consolidated statements of operations.

Goodwill

Goodwill is the excess of the purchase price over the fair value of identifiable
net assets acquired in a business combination. As prescribed in U.S. GAAP
guidance, Intangibles - Goodwill and Other Intangible Assets, goodwill is not
amortized, but instead is periodically tested for impairment. We review goodwill
for impairment on an annual basis during the fourth quarter of each fiscal year
or whenever an event occurs, or circumstances change that could reduce the fair
value of a reporting unit below its carrying amount.

When reviewing goodwill for impairment, we first assess qualitative factors to
determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. If the results of the
qualitative assessment indicate that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount, or if we choose to
bypass the qualitative assessment, we perform a quantitative goodwill impairment
analysis as follows.

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The quantitative goodwill impairment test, used to identify both the existence
of impairment and the amount of impairment loss, compares the fair value of a
reporting unit with its carrying amount, including goodwill. If the carrying
amount of a reporting unit exceeds its fair value, an impairment loss should be
recognized in an amount equal to that excess, limited to the total amount of
goodwill allocated to that reporting unit. If the estimated fair value of a
reporting unit exceeds its carrying value, goodwill is deemed not to be
impaired. To estimate the fair value of the reporting unit, we use a discounted
cash flow model and data regarding market comparables. The valuation process
requires significant judgment and involves the use of significant estimates and
assumptions. These assumptions include cash flow projections, estimated cost of
capital and the selection of peer companies and relevant multiples. Because
significant assumptions and estimates are used in projecting future cash flows,
choosing peer companies and selecting relevant multiples, actual results may
differ from our estimates under different assumptions or conditions.

Credit Losses
The CECL methodology, which became effective on January 1, 2020, requires us to
estimate lifetime expected credit losses by incorporating historical loss
experience, as well as current and future economic conditions over a reasonable
and supportable period beyond the balance sheet date. The adoption of CECL
resulted in the recognition of reserves relating to our loss sharing guarantee
provided to Fannie Mae under the DUS Program which was previously accounted for
under the incurred loss model, which generally required that a loss be incurred
before it was recognized. Additional reserves were recognized for our
receivables from customers including certain employee receivables carried at
amortized cost.

The expected credit loss is modeled based on our historical loss experience
adjusted to reflect current conditions. A significant amount of judgment is
required in the determination of the appropriate reasonable and supportable
period, the methodology used to incorporate current and future macroeconomic
conditions, determination of the probability of and exposure at default, all of
which are ultimately used in measuring the quantitative components of our
reserves. Beyond the reasonable and supportable period, we estimate expected
credit losses using our historical loss rates. We also consider whether to
adjust the quantitative reserves for certain external and internal qualitative
factors, which consequentially may increase or decrease the reserves for credit
losses and receivables. In order to estimate credit losses, assumptions about
current and future economic conditions are incorporated into the model using
multiple economic scenarios that are weighted to reflect the conditions at each
measurement date.

During the year ended December 31, 2021, there was a decrease of $0.2 million in
our reserves. These reserves were based on macroeconomic forecasts are critical
inputs into our model and material movements in variables such as, the U.S.
unemployment rate and U.S. GDP growth rate could significantly affect our
estimated expected credit losses. These macroeconomic forecasts, under different
conditions or using different assumptions or estimates, could result in
significantly different changes in reserves for credit losses. It is difficult
to estimate how potential changes in specific factors might affect the overall
reserves for credit losses and current results may not reflect the potential
future impact of macroeconomic forecast changes.

Income Taxes
Newmark accounts for income taxes using the asset and liability method as
prescribed in U.S. GAAP guidance, Income Taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to basis
differences between our accompanying consolidated financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
Certain of Newmark's entities are taxed as U.S. partnerships and are subject to
UBT in New York City. Therefore, the tax liability or benefit related to the
partnership income or loss except for UBT rests with the partners, rather than
the partnership entity. As such, the partners' tax liability or benefit is not
reflected in our accompanying consolidated financial statements. The tax-related
assets, liabilities, provisions or benefits included in our accompanying
consolidated financial statements also reflect the results of the entities that
are taxed as corporations, either in the U.S. or in foreign jurisdictions.

Newmark provides for uncertain tax positions based upon management's assessment
of whether a tax benefit is more likely than not to be sustained upon
examination by tax authorities. Management is required to determine whether a
tax position is more likely than not to be sustained upon examination by tax
authorities, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. Because significant
assumptions are used in determining whether a tax benefit is more likely than
not to be sustained upon examination by tax authorities, actual results may
differ from Newmark's estimates under different assumptions or conditions.
Newmark recognizes interest and penalties related to uncertain tax positions in
"Provision for income taxes" in our accompanying consolidated statements of
operations.

A valuation allowance is recorded against deferred tax assets if it is deemed
more likely than not that those assets will not be realized. In assessing the
need for a valuation allowance, Newmark considers all available evidence,
including past operating results, the existence of cumulative losses in the most
recent fiscal years, estimates of future taxable income and the feasibility of
tax planning strategies.

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The measurement of current and deferred income tax assets and liabilities is
based on provisions of enacted tax laws and involves uncertainties in the
application of tax regulations in the U.S. and other tax jurisdictions. Because
Newmark's interpretation of complex tax law may impact the measurement of
current and deferred income taxes, actual results may differ from these
estimates under different assumptions regarding the application of tax law.

Derivative Financial Instruments
We have loan commitments to extend credit to third parties. The commitments to
extend credit are for mortgage loans at a specific rate (rate lock commitments).
These commitments generally have fixed expiration dates or other termination
clauses and may require a fee. We are committed to extend credit to the
counterparty as long as there is no violation of any condition established in
the commitment contracts.

We simultaneously enter into an agreement to deliver such mortgages to
third-party investors at a fixed price (“forward sale contracts”).

Both the commitment to extend credit and the forward sale commitment qualify as
derivative financial instruments. We recognize all derivatives on our
accompanying consolidated balance sheets as assets or liabilities measured at
fair value. The change in the derivatives fair value is recognized in current
period earnings.

Newmark entered into variable postpaid forward contracts as a result of the
Nasdaq Forwards. These contracts qualify as derivative financial instruments.
The Nasdaq Forwards provide Newmark with the ability to redeem the EPUs for
Nasdaq stock, and as these instruments are not legally detachable, they
represent single financial instruments. The financial instruments' EPU
redemption feature for Nasdaq shares is not clearly and closely related to the
economic characteristics and risks of Newmark's EPU equity host instruments,
and, therefore, it represents an embedded derivative that is required to be
bifurcated and recorded at fair value on our accompanying consolidated balance
sheets, with all changes in fair value recorded as a component of "Other income
(loss), net" on our accompanying consolidated statements of operations. See Note
11 - "Derivatives", to our accompanying consolidated financial statements in
Part I, Item 8 of this Annual Report on Form 10-K for additional information.

Recent Accounting Pronouncements
See Note 1 - "Organization and Basis of Presentation", to our accompanying
consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K , for information regarding recent accounting pronouncements.

Capital Deployment Priorities, Dividend Policy and Repurchase and Redemption
Program

Our near-term capital allocation priorities are to return capital to
stockholders through share and unit repurchases and to invest in growth and
margin expansion at attractive returns.

Traditionally, our dividend policy provided that we expect to pay a quarterly
cash dividend to our common stockholders based on our post-tax Adjusted Earnings
per fully diluted share. Please see below for a detailed definition of post-tax
Adjusted Earnings per fully diluted share. Beginning in the first quarter of
2020, and for all of the quarterly periods in 2020 and thus far in 2021, the
Board reduced the quarterly dividend to $0.01 per share out of an abundance of
caution in order to strengthen the Company's balance sheet as the real estate
markets faced difficult and unprecedented macroeconomic conditions due to the
COVID-19 pandemic. Additionally, beginning with the first quarter 2020, Newmark
Holdings reduced its distributions to or on behalf of its partners. As Newmark's
financial condition has improved substantially year-over-year, and as the
economy has rebounded, the Company has repurchased and/or redeemed a meaningful
number of shares and/or units thus far in 2021 as part of its overall capital
return policy. See Note 6 "Stock Transactions and Unit Redemptions" to our
accompanying consolidated financial statements in Part II, Item 8 of this Annual
Report on Form 10-K for more information.

Any dividends, if and when declared by our Board, will be paid on a quarterly
basis. The dividend to our common stockholders is expected to be calculated
based on post-tax Adjusted Earnings allocated to us and generated over the
fiscal quarter ending prior to the record date for the dividend. No assurance
can be made, however, that a dividend will be paid each quarter. The
declaration, payment, timing, and amount of any future dividends payable by us
will be at the sole discretion of our Board. With respect to any distributions
which are declared, amounts paid to or on behalf of partners will at least cover
their related tax payments. Whether any given post-tax amount is equivalent to
the amount received by a stockholder also on an after-tax basis depends upon
stockholders' and partners' domiciles and tax status.

We received 6,222,340 Nasdaq shares worth $1,093.9 million as of June 30, 2021.
On July 2, 2021, we settled the third and fourth Nasdaq Forwards with 944,329
Nasdaq shares worth $166.0 million. In connection with the 2021 Equity Event, we
used $484.4 million, of which $203.5 million was to reduce our fully diluted
share count by 16.3 million.

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We are a holding company, with no direct operations, and therefore we are able
to pay dividends only from our available cash on hand and funds received from
distributions from Newmark OpCo. Our ability to pay dividends may also be
limited by regulatory considerations as well as by covenants contained in
financing or other agreements. In addition, under Delaware law, dividends may be
payable only out of surplus, which is our net assets minus our capital (as
defined under Delaware law), or, if we have no surplus, out of our net profits
for the fiscal year in which the dividend is declared and/or the preceding
fiscal year. Accordingly, any unanticipated accounting, tax, regulatory or other
charges against net income may adversely affect our ability to declare and pay
dividends. While we intend to declare and pay dividends quarterly, there can be
no assurance that our Board will declare dividends at all or on a regular basis
or that the amount of our dividends will not change.

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