NEWMARK GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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 "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 elsewhere 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, 2022,
2021 and 2020. 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.

As described in our Notification of Late Filing on Form 12b-25 filed on March 2,
2023, the Company required additional time to address a question relating to
certain non-cash compensation for restricted partnership units with
post-termination amounts. As of December 31, 2022, the accrued liability related
to future equity-based post-termination compensation payments was $42.7 million,
an increase of $2.8 million from the previously expected amount of $39.9 million
(see Note 30 - "Compensation"). This resulted in slight changes to certain
related line items as of and for the year ended December 31, 2022 in our
Consolidated Balance Sheets, Consolidated Statements of Operations, and
Consolidated Statements of Cash Flows compared with what was shown in our
financial results press release dated February 16, 2023.

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
COVID-19 pandemic ("COVID-19"), the ongoing conflict in Ukraine, rising global
interest rates, inflation and the Federal Reserve's responses thereto, the
strengthening U.S. dollar, liquidity concerns regarding banking and financial
institutions, changes in the economy, the commercial real estate services
industry and the global financial markets, employment levels, and increasing
energy costs, and including the effect on demand for commercial real estate and
capital markets transaction volumes, 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, rising
interest rates and market uncertainty, and other legal, cultural and political
events and conflicts, and governmental measures taken in response thereto,
including reductions in capital markets transaction volumes due to rising
interest rates and market uncertainty, timing of stabilization of interest rates
and the recovery of transaction volumes, 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, declines in real estate values, increases in commercial
real estate lending rates, and risks related to the volume of committed
investment capital;

•the impact of the COVID-19 pandemic, including any successive waves or variants
of the virus, the emergence of new viruses, the continued distribution of
effective vaccines and governmental and public reactions thereto, the combined
impact of the flu and other seasonal illnesses, and the impact of a return to
office for our employees and the employees of our clients, as well as the
impacts of the extent and speed of return to office generally on our business
and operations, 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, ongoing supply chain issues and other factors, 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 some of which may have greater financial and operational resources than we do;

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

•uncertainties related to integrating certain assets of Knotel, Inc. ("Knotel"),
Space Management
(DBA "Deskeo"), BH2, McCall & Almy, Inc., and Open Realty Advisors and Open
Realty Properties as we build out our international and domestic businesses;
•we may have liabilities in connection with our business, including appraisal
and valuation, sales and leasing and property and facilities management
activities that exceed our insurance coverage;

•liquidity, regulatory requirements and the impact of credit market events,
including the impact of COVID-19 and political events and conflicts 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 including CF&Co and CCRE, 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,
including with respect to executive compensation matters, any loans to or from
Newmark or Cantor, Newmark Holdings or Newmark OpCo, including the balances and
interest rates thereof from time to time and any convertible or equity features
of any such loans, repurchase agreements, joint ventures, and 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, global inflation
rates, potential downturns including recessions, and similar effects, or other
market conditions, which may not be predictable in future periods;

•our ability to grow in other geographic regions and to manage our continued
overseas growth and the impact of interest rates, market conditions, political
development, armed conflicts, and 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 businesses;

•the impact of any acquisitions, 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 our sources of liquidity to repurchase shares
or limited partnership interests, pay any excise tax that may be imposed on the
repurchase of shares, 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 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), recent economic and
political volatility in the U.K., rising political and other tensions between
the U.S. and China, political and civil unrest in the U.S., including
demonstrations, riots, boycotts, rising tensions with law enforcement, the
impact of elections, or other social and political responses to governmental
mandates and other restrictions related to COVID-19 in the U.S. or abroad,
political and labor unrest in 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, such as the recent
Hurricane Ian and its impact on commercial real estate in Florida, and heat
waves 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;
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•risks inherent in doing business in international markets, and any failure to identify and manage those risks, as well as the impact of Russia's ongoing invasion of Ukraine and additional sanctions and regulations imposed by governments and related counter-sanctions;

•the effect on our business, clients, the markets in which we operate, and the
economy in general of rising interest rates, market volatility, and 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 (throughout this document,
unless otherwise stated, the term "employees" includes both our employees and
those real estate professionals who qualify as statutory non-employees under
Section 3408 of the Internal Revenue Code of 1986, as amended);

•the impact of any claims or litigation related to compensation, or other transactions with our executive officers;

•the effect on our business of changes in interest rates, changes in benchmarks,
including the transition away from the London Inter-Bank Offered Rate ("LIBOR"),
the effect on our businesses and revenues of the strengthening U.S. Dollar, the
transition to alternative benchmarks such as the Secured Overnight Financing
Rate ("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 and decreases in the
federal funds interest rate and other actions to moderate inflation, 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;

•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, as amended;

•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;

•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 various credit
facilities, and the need for short or long-term borrowings, including from
Cantor, our ability 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;

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•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, attract investors or partners or engage in, 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, train, integrate 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 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, risk 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, our
borrowing opportunities or the market for and trading price of Newmark Class A
common stock, or our senior notes, or other matters;
•we are a holding company, and accordingly we are dependent upon distributions
from Newmark OpCo to pay dividends, taxes and indebtedness and other expenses
and to make repurchases;

•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; and

•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
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securities, share sales and stock pledges, 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, and 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 and commercial mortgage brokerage (including the placement of
debt, equity and structured finance and loan sales on behalf of third parties),
agency leasing, property management, valuation and advisory, commercial real
estate due diligence consulting and advisory services, government sponsored
enterprise ("GSE") and Federal Housing Administration ("FHA") multifamily
lending and loan servicing, and flexible workspace solutions for owners. Our
occupier services and products include tenant representation, Global Corporate
Services (or "GCS") which includes real estate, workplace and occupancy
strategy, corporate consulting services, project management, lease
administration and facilities management), and flexible workspace solutions for
occupiers. We enhance these services and products through innovative real estate
technology solutions and data analytics, enabling our clients to increase their
efficiency and profits by optimizing their real estate portfolio. For the past
decade, we have aimed to become the company with the greatest talent in the
industry. We believe that we have made great progress towards achieving this
goal, having assembled an incredible combination of the top strategists and
advisors together with extraordinary local expertise. This has led to over a
decade of strong revenue growth for Newmark, and our becoming a top commercial
real estate services platform in the U.S. 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 primarily 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 since 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 workspace, and
announced the addition of industry-leading international professionals in GCS,
Leasing, Capital Markets, and Valuation & Advisory. During 2022, we acquired
BH2, a London-based real estate advisory firm. As of December 31, 2022, we have
over 6,300 employees in over 150 offices in more than 110 cities. Approximately
1,100 of those employees are fully reimbursed by clients, mainly in our property
management and GCS businesses. In addition, as of December 31, 2022, Newmark has
licensed its name to 13 commercial real estate providers that operate out of 27
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 we believe
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 $70.7 billion as of December 31, 2022 (of which 79.5%
is higher margin primary servicing, 18.1% is limited servicing, and 2.4% is
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.
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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 originating GSE/FHA loans, which are included in "Commercial
mortgage origination, net" in our consolidated statement of operations, tend to
be lower, as we retain rights to service loans over time, and because this item
includes non-cash GAAP gains attributable to originated mortgage servicing
rights ("OMSRs"). OMSRs represent the fair value of expected net future cash
flows from servicing recognized at commitment, net. Investment sales and
mortgage brokerage transactions tend to have higher pre-tax margins than leasing
transactions. Pre-tax earnings margins on our property management and parts of
our other GCS businesses are at the lower end of margins for the Company as a
whole, because they include some revenues that equal their related expenses.
These revenues represent fully reimbursable compensation and non-compensation
costs, and may be referred to as "pass through revenues".

On June 25, 2021, Nasdaq, Inc. ("Nasdaq") closed the sale of its U.S. fixed
income business, which accelerated Newmark's receipt of 5,278,011 Nasdaq shares,
which were worth $927.9 million as of June 30, 2021. The receipt of shares from
Nasdaq may also be referred to as the "Earn-out". In addition, Newmark received
944,329 shares of Nasdaq, which it used to settle the 2021 and 2022 Nasdaq
Forwards. This settlement, which occurred on July 2, 2021, resulted in $166.0
million of the Company's liabilities being extinguished. Newmark's "Other income
(loss), net" includes gains and losses related to these shares. See "Nasdaq
Monetization Transactions", "Exchangeable Preferred Partnership Units and
Forward Contracts", and "Acceleration of Nasdaq Earn-out" for more information
on the Earn-out and a description of the Nasdaq Forwards.

Contemporaneously with the Earn-out acceleration, the Compensation Committee of
Newmark's Board approved a plan to expedite the tax deductible exchange and
redemption of a substantial number of compensatory limited partnership units
held by partners of the Company (the "2021 Equity Event"). These charges, along
with the use of certain net deferred tax assets offset a significant percentage
of the Company's taxes related to the accelerated Earn-out. Inclusive of
subsequent mark-to-market gains, Newmark recorded cumulative proceeds of
$1,203.1 million in 2021 with respect to the Earn-out and $444.6 million of tax
deductible GAAP compensation charges related to the 2021 Equity Event. The
Company's GAAP pre-tax income declined by 87.1% in 2022 compared to 2021. But
for the impact of GAAP "other income" and the 2021 Equity Event, the Company's
GAAP pre-tax income would have declined by 41.1% in 2022. Between June 30, 2021,
and March 31, 2022, the Company sold 100% of the Nasdaq shares, which
contributed to gains in the second through fourth quarters of 2021 and a loss of
$87.6 million in the first quarter of 2022. In aggregate, Newmark sold 100% of
its Nasdaq stock over this timeframe, resulting in cumulative proceeds of
$1,124.1 million and an additional net gain of $30.2 million compared with the
amount recorded on June 30, 2021.

Business Environment

Management services, servicing fees, and other declined by 0.7% in 2022, due to
lower pass through revenues primarily related to the completion of certain
project management assignments. Excluding the impact of pass through revenues,
management services, servicing fees, and other increased by 18.3% in 2022. We
expects these recurring businesses to increase in both absolute terms and as a
percentage of revenues over time as we continue to invest in them and benefit
from the long-term secular trend towards outsourcing of real estate services to
companies like Newmark.

During the fourth quarter, U.S. short-term interest rates rose at the fastest
pace in over thirty years, which materially impacted capital markets volumes for
Newmark and the industry. Once the markets and the Fed are aligned, we expect
pent up demand to drive significantly higher industry investment sales and debt
volumes. In leasing, industrial and retail were bright spots, as our volumes for
these property types surpassed pre-pandemic levels in 2022. However, office
remains challenging for us and the industry. For example, CoStar estimates that
U.S. office leasing activity was down by between 10% and 15% compared with 2019.

Preqin estimated that there was approximately $436 billion of investible dry
powder held by global closed-end funds at real estate focused institutions as of
December 31, 2022. This is in addition to the significant amount of real estate
assets held by other types of investors and owners. Trepp estimates that there
is over $2.5 trillion of commercial and multifamily debt maturing over the next
five years. Between the significant amount of institutional dry powder and debt
maturities, we expect industry volumes to bounce back relatively quickly once
interest rates are no longer rising and have stabilized.

Our cash and cash equivalents, expected cash flow generation, and $600 million
revolving credit line, provide us with significant available capital to invest
in growth across our diverse business lines and geographies, while returning
cash to shareholders and continuing to operate with investment-grade credit
metrics. Given the tremendous white space on our global map, we expect to have
many opportunities to further expand our platform as the industry consolidates
around well capitalized full service providers.

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During 2022, the U.S. economic rebound continued, as compared with the
pandemic-related downturn in 2020. According to the U.S. Centers for Disease
Control and Prevention (the "CDC") as of February 2, 2023, approximately 15.7%
of the American population have been fully vaccinated and received a bivalent
booster, 69.2% of the American population has been fully vaccinated against
COVID-19, and 81.0% has received at least one dose, although there is persistent
vaccine reluctance in the currently unvaccinated population. Many companies are
requiring employees to come back to the office as business and government work
places continue to reopen both in the U.S. and around the world. However, some
of the recent strength in the U.S. office market has been tempered as companies
continue to assess the impact of remote work, periodic increases in COVID-19
cases, the combined impact of flu and other seasonal illness, legal, cultural,
and political events and conflicts, and the potential for a slowing U.S.
economy.

Trends with respect to the return to office have recently been moving in a
positive direction. For example, security provider Kastle Systems tracks the
number of employees in ten of the largest U.S. metropolitan areas that were
physically in the offices they secure every work week versus of typical number
physically present during the first three weeks of February, 2020 (the "Kastle
Back to Work Barometer Average" or the "Kastle Barometer"). For the week ended
January 30, 2023, the Kastle Barometer was 50.4%, which was the first time since
February 2020 that it climbed above 50%. This also compares with 47.6% in last
full week of October 2022 and 31.2% in the last week of January, 2022. For
additional context, it averaged 41.7% from January 3, 2022 through December 28,
2022, and 28.7% from February 21, 2020 through December 31, 2021. Our
professionals are actively assisting clients as they navigate the current
environment, restructure their portfolios, and redesign their workplaces. On the
investor side, we are advising our clients on equity recapitalization, debt
financing, and repurposing underutilized properties, including conversion into
multifamily, life science, industrial, and other uses. We also expect the
growing demand for hybrid work environments to create opportunities for
consulting and our flexible workspace business.

Acquisitions

On March 10, 2023, Newmark completed the acquisition of Gerald Eve, a U.K. based real estate advisory firm.

In the first quarter of 2023, the Company acquired the approximately 49% of Spring11 that it did not own, having held a controlling stake since 2017. Spring11 provides commercial real estate due diligence, consulting, and advisory services to a variety of clients, including lenders, investment banks and investors, and has been recorded as part of "management services."

On April 1, 2022, Newmark completed the acquisitions of two businesses; BH2, a
London-based real estate advisory firm, and McCall & Almy, a multi-market tenant
representation and real estate advisory firm.

On May 3, 2022, Newmark completed the acquisition of Open Realty Advisors and
Open Realty Properties, which together operate as "Open Realty", a retail real
estate advisory firm.

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 II, Item 8 of the Annual Report on Form 10-K for
additional information.

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

Debt and 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, 2022 and 2021, the carrying amount of the 6.125% Senior Notes was
$547.8 million and $545.2 million, respectively.

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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"). The Credit Agreement provided for a $250.0 million three year
unsecured senior revolving Credit Facility (the "Credit Facility").

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 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 S&P Global Ratings and Fitch.

On March 10, 2022, Newmark entered into the Amended and Restated Credit
Agreement (the "A&R Credit Agreement"), which amends and restates the Credit
Agreement, as amended. Pursuant to the A&R Credit Agreement, the Lenders agreed
to: (a) increase the amount available to the Company under the Credit Facility
to $600.0 million, (b) extend the maturity date of the Credit Facility to March
10, 2025, and (c) improve pricing to 1.50% per annum with respect to Term SOFR
(as defined in the A&R Credit Agreement) borrowings.

Borrowings under the Credit Facility bear interest at a per annum rate equal to,
at the Company's option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all Lenders,
such other period that is 12 months or less (in each case, subject to
availability), as selected by the Company, plus an applicable margin, or (b) a
base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii)
the prime rate as established by the Administrative Agent, and (iii) Term SOFR
plus 1.00%, in each case plus an applicable margin. The applicable margin will
initially be 1.50% with respect to Term SOFR borrowings in (a) above and 0.50%
with respect to base rate borrowings in (b) above. The applicable margin with
respect to Term SOFR borrowings in (a) above will range from 1.00% to 2.125%
depending upon the Company's credit rating, and with respect to base rate
borrowings in (b) above will range from 0.00% to 1.125% depending upon the
Company's credit rating. The A&R Credit Agreement also provides for certain
upfront and arrangement fees and for an unused facility fee.

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. (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, 2022, 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. The sublimit is now included within the Company's
existing $450 million warehouse facility due June 14, 2023. The advance line
provides 100% of the principal and interest advance payment at a rate of SOFR
plus 1.80% and will be collateralized by Fannie Mae's commitment to repay
advances. There were no outstanding draws under this sublimit as of December 31,
2022. Newmark did not have any Fannie Mae loans in forbearance as of December
31, 2022.

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 Cantor, 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, 2022 and 2021, the Company did not have any outstanding
balances under this facility.
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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+
Positive credit rating from S&P Global Ratings.

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. 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. During the
third and fourth quarters of 2021, Newmark sold 2,780,180 shares of Nasdaq for
gross proceeds of $516.5 million. During the first quarter of 2022, Newmark sold
all of its remaining 2,497,831 Nasdaq shares for gross proceeds of $437.8
million. In the aggregate from September 2017 through March 31, 2022, Newmark
received 10.2 million shares of Nasdaq, of which Newmark sold 7.6 million shares
of Nasdaq and delivered 2.6 million shares of Nasdaq to RBC. For further
information regarding sales of Nasdaq shares and realized and unrealized gains
(losses) on such shares, 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.

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. Newmark received $113.2 million of cash with respect to this transaction.

The EPUs were issued in four tranches and were 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 2019 through 2022
for each of the respective four tranches. The ability to convert the EPUs into
Newmark Class A common stock was subject to the special purpose vehicle's (the
"SPV") option to settle the postpaid forward contracts as described below. As
the EPUs represented 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 was
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 four variable postpaid forward contracts with
RBC (together, the "Nasdaq Forwards"). The SPV was an indirect subsidiary of
Newmark whose sole assets were the Nasdaq Earn-outs for 2019 through 2022. Each
of the Nasdaq Forwards provided 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 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")).

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.
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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 closing 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 three months
ended June 30, 2021.

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.

Master Repurchase Agreement with Cantor

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 could seek, from time-to-time, to execute short-term secured
financing transactions. Repurchase agreements effect equity financing. The
Company, under the Repurchase Agreement, could seek to sell securities, in this
case common shares of Nasdaq, owned by the Company, to CF Secured, under the
Repurchase Agreement, and agreed 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 would 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 would deliver to CF Secured the number of
shares of Nasdaq as collateral so that the market value of such shares equaled
130% of such cash proceeds. The Nasdaq shares would be marked to market daily,
and the minimum maintenance margin requirement, should the share price decline,
would be 120% of such cash proceeds. The Company would 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 could 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, including the rate and
minimum margin requirement, both of which could fluctuate based upon general
funding rates and other factors in the repurchase funding market.

The Repurchase Agreement was subject to ongoing compliance with various
covenants and contains customary events of default. If an event of default would
have occurred, the repurchase date for each transaction under the Repurchase
Agreement would have been 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 would have been automatically
accelerated to the date of default.

The Company utilized the cash proceeds from the repurchase transaction to lower its debt costs. The Company repaid 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 were on
market terms and rates and were approved by Newmark's Audit Committee. There
were no amounts outstanding under the Repurchase Agreement as of December 31,
2022, and $140.0 million was outstanding as of December 31, 2021. 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.

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:

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•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 28, 2021 exchange ratio of 0.9403.

•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" below 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

Gosin Employment Agreement

On February 10, 2023, Mr. Gosin entered into an amended and restated employment
agreement with Newmark OpCo and Newmark Holdings. In connection with the
employment agreement, the Compensation Committee approved for a term through at
least 2024 (i) an annual cash bonus of $1,500,000; (ii) an upfront advance award
of 1,145,475 Newmark NPSUs (calculated by dividing $10,000,000 by the Company's
stock price of $8.73 on February 10, 2023) attributable to each year of the term
and (iii) a discretionary bonus, if any, subject to approval of the Compensation
Committee. A copy of the employment agreement was attached as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the SEC on February 14, 2023
and is described in detail therein.

Rispoli Employment Agreement

On September 29, 2022, Mr. Rispoli entered into an employment agreement with
Newmark OpCo and Newmark Holdings. In connection with the employment agreement,
the Compensation Committee approved the following for Mr. Rispoli: (i) an award
of 500,000 Newmark RSUs granted in connection with the execution of the
employment agreement, divided into tranches of 100,000 RSUs each that vest on a
seven-year schedule; (ii) an award of 250,000 Newmark RSUs granted in connection
with the execution of the employment agreement, divided into tranches of 50,000
RSUs each that vest on a seven-year schedule; and (iii) exchange rights into
shares of Newmark Class A common stock with respect to 20,221 previously awarded
non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli. A copy of the
employment agreement was attached as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the SEC on October 3, 2022 and is described in
detail therein.

Other Executive Compensation

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 0.9339. 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
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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 0.9339 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 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.

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 (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).

Howard W. Lutnick, Chairman
On December 27, 2021, the Compensation Committee approved a one-time bonus award
to Mr. Lutnick (the "Award"), which was evidenced by the execution and delivery
of a Retention Bonus Agreement dated December 28, 2021 (the "Effective Date")
and described below (the "Award Agreement"), in consideration of his success in
managing certain aspects of the Company's performance as its principal executive
officer and Chairman. The Award rewarded Mr. Lutnick for his efforts in
delivering superior financial results for the Company and its stockholders,
including in particular his success in creating substantial value for the
Company and its stockholders in connection with creating, structuring, hedging
and monetizing the forward share contract to receive over time shares of common
stock of Nasdaq, Inc. (the "Nasdaq Derivative") held by the Company (together,
the "Nasdaq Shares") and the strong balance sheet and significant amount of
income created from the Nasdaq Derivative. A principal reason for structuring
the Award with a substantial portion to be paid out over three years was also to
further incentivize Mr. Lutnick to continue to serve as both the Company's
principal executive officer and its Chairman
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for the benefit of the Company's stockholders. The Award is the subject of legal challenge. See the heading "Derivative Suits" below.

The Award Agreement provides for an aggregate cash payment of $50 million,
payable as follows: $20 million within three days of the Effective Date (which
payment was made on December 31, 2021), and $10 million within thirty days
following vesting on each of the first, second and third anniversaries of the
Effective Date. Any entitlement to future amounts not vested will be forfeited
immediately if, prior to the applicable anniversary date, Mr. Lutnick ceases to
serve as both the Company's Chairman and its principal executive officer, unless
Mr. Lutnick ceasing to serve in either such capacity occurs pursuant to a
"Vesting Termination," as that term is defined in the Award Agreement. Mr.
Lutnick has purchased Newmark Class A Common Stock with the after-tax proceeds
of the initial tranche of the Award. The Award Agreement describes a "Vesting
Termination" as (i) a termination of Mr. Lutnick's employment by the Company
without "Cause" (as that term is defined in the Award Agreement) or (ii) an
involuntary removal of the Executive from the position of Chairman of the Board
on or after the occurrence of a Change in Control (as that term is defined in
the Change of Control Agreement dated as of December 13, 2017 by and between Mr.
Lutnick and the Company (the "Control Agreement"). In the event that Mr. Lutnick
ceases to serve as both the Company's Chairman and its principal executive
officer pursuant to a Vesting Termination, any amounts not vested will
immediately become fully vested. The Award Agreement provides that Mr. Lutnick
ceasing to serve as the Company's Chairman and principal executive officer
pursuant to his death or disability does not constitute a Vesting Termination.
The provisions of the Control Agreement do not apply to the Award. A copy of the
Award Agreement was attached as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the SEC on December 29, 2021 and is described in detail
under the heading "2021 Lutnick Award" in the Company's proxy statement filed
with the SEC on August 15, 2022.

2021 Equity Event
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.

On June 28, 2021, in connection with the 2021 Equity Event, the Newmark
Compensation Committee approved the following for Mr. Lutnick: (i) the exchange
of 279,725 exchangeable Newmark Holdings PSUs into 263,025 shares of Class A
common stock of Newmark based on the then applicable exchange ratio of 0.9403;
and $1,465,874 associated with Mr. Lutnick's non-exchangeable 193,530 Newmark
Holdings PPSUs was redeemed and used for tax purposes; (ii) 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 Newmark Holdings
HDUs and redemption of such HDUs for their Capital Account of $7,017,000, paid
in the form of Nasdaq Shares issued at $177.11 per share (which was the NASDAQ
closing price as of June 28, 2021); and $7,983,000 associated with Mr. Lutnick's
non-exchangeable Newmark Holdings PPSUs with -H were redeemed and used for tax
purposes; (iii) the exchange of 520,380 exchangeable BGC Holdings PSUs into
520,380 shares of Class A common stock of BGC Partners, and $1,525,705
associated with Mr. Lutnick's exchangeable BGC Holdings PPSUs was redeemed and
used for tax purposes; (iv) 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 Class A common stock of BGC
Partners; (v) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs
with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs and $7,983,000
associated with Mr. Lutnick's BGC Holdings PPSUs with H- Rights was redeemed and
used for tax purposes in connection with the exercise of the exercise of the BGC
Holdings HDUs; and (vi) the issuance of 29,059 shares of Class A common stock of
Newmark. In accordance with Mr. Lutnick's right under his existing standing
policy, and in connection with the 2021 Equity Event, upon the approval of the
Newmark Compensation Committee: (i) 2,909,819 non-exchangeable Newmark Holdings
PSUs, pursuant to Mr. Lutnick's rights under his existing standing policy, were
redeemed and 2,736,103 shares of Class A common stock of Newmark, based upon the
then applicable exchange ratio of 0.9403, were granted to Mr. Lutnick; and (ii)
$8,798,546 associated with Mr. Lutnick's rights under his existing standing
policy was redeemed and used for tax purposes. See "Executive Compensation" in
our proxy statement filed August 15, 2022 for additional information and
definitions.

Barry M. Gosin, Chief Executive Officer
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 0 and 2,114,456 shares of BGC Class A common
stock were issued to Mr. Gosin. Effective as of April 14, 2022, Mr. Gosin's
905,371 BGC Holdings HDUs were redeemed for a cash payment of $3,521,893 based
upon a price of $3.89 per unit, which was the closing price of BGC Partners
Class A common stock on April 14, 2022.

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
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Class A common stock of Newmark based upon the then current exchange ratio of
0.9403; and $834,508 associated with Mr. Gosin's exchangeable Newmark Holdings
PPSUs was redeemed and used for tax purposes; (ii) the conversion of 443,871.60
non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60
non-exchangeable Newmark Holdings HDUs, and redemption of such HDUs, less any
taxes and withholdings in excess of $5,362,452, paid in the form of Nasdaq
shares issued at $177.11 per share (which was the NASDAQ closing price as of
June 28, 2021); and $5,362,452 in connection with Mr. Gosin's Newmark Holdings
PPSUs with H-Rights was redeemed and used for tax purposes; (iii) 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 Class A common stock of BGC Partners; and $298,273
associated with Mr. Gosin's exchangeable BGC Holdings PPSUs was redeemed and
used for tax purposes; (iv) the conversion of 1,592,016 non-exchangeable BGC
Holdings PSUs with H-Rights into 1,592,016 non-exchangeable BGC Holdings HDUs,
and $1,129,499 associated with Mr. Gosin non-exchangeable BGC Holdings PPSUs was
redeemed and used for tax purposes; and (v) the issuance of 12,500 shares of
Class A common stock of Newmark.

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 Class A common
stock of Newmark based on the then current exchange ratio of 0.9403 and $208,407
associated with Mr. Rispoli's exchangeable Newmark Holdings PPSUs was redeemed
and used for tax purposes; (ii) 6,000 non-exchangeable Newmark Holdings PSUs
were redeemed and an aggregate of 5,642 restricted shares of Newmark were issued
to Mr. Rispoli based upon the then current exchange ratio of 0.9403, and $52,309
associated with Mr. Rispoli's non-exchangeable Newmark Holdings PPSUs was
redeemed and used for tax purposes; (iii) the conversion of 5,846.07
non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable
Newmark Holdings HDUs and the redemption of such HDUs, less any taxes and
withholdings in excess of $60,750, paid in the form of Nasdaq shares issued at
$177.11 per share (which was the NASDAQ closing price as of June 28, 2021); and
$60,750 associated with Mr. Rispoli's PPSUs with H-Rights was redeemed and used
for tax purposes; (iv) the exchange of 36,985 exchangeable BGC Holdings PSUs
into 36,985 shares of Class A common stock of BGC, and $134,573 associated with
Mr. Rispoli's exchangeable BGC Holdings PPSUs was redeemed and used for tax
purposes; and (v) the issuance of 383 shares of Class A common stock of Newmark.

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 then-current exchange ratio of
0.9403; and (ii) the redemption of 46,349.87 non-exchangeable Newmark Holdings
PPSUs for a cash payment of $0.3 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.

CF Real Estate Finance Holdings, LP.
Contemporaneously with the acquisition of Berkeley Point, on September 8, 2017,
Newmark invested $100.0 million in a newly formed commercial real estate-related
financial and investment business, Real Estate LP, which is controlled and
managed by Cantor. Real Estate LP may conduct activities in any real estate
related business or asset backed securities related business or any extensions
thereof and ancillary activities thereto. As of December 31, 2022 and 2021,
Newmark's investment was accounted for under the equity method (see Note 8 -
"Investments"). Newmark holds a redemption option in which Real Estate LP can
redeem in full Newmark's investment in Real Estate LP in exchange for Newmark's
capital account balance in Real Estate LP as of such time.

Amendment of Real Estate LP Joint Venture Agreement and Payment of
Administrative Fee
In December 2022, the Audit Committee authorized a subsidiary of Newmark to
rescind its July 20, 2022 written notice exercising the optional redemption of
its 27.2% ownership interest in Real Estate LP and amend the joint venture
agreement between Newmark and Real Estate LP to provide for a redemption option
for this investment after July 1, 2023, with proceeds to be received within 20
days of the redemption notice. A payment of a $44.0 thousand administrative fee
was made to Newmark in connection with such amendment.

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.

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 and Cantor Fitzgerald, L.P.
On May 15 2020, BGC U.S. OpCo ("BGC OpCo") 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 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. The lease with BGC OpCo ended in December 2021. Newmark
received $0.5 million from BGC OpCo for the year ended December 31, 2021.

In January 2022, Cantor entered into an agreement to sublease this space for a
period of six months until June 30, 2022 at a rate of $0.1 million per month. In
July 2022, the sublease was extended one year to June 30, 2023. Newmark received
$1.0 million from Cantor for the year ended December 31, 2022.

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") 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.

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.

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Arrangement with View, Inc.
On November 30, 2020, Newmark 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 Newmark as its exclusive
provider of real estate services for a period of at least five years. While View
is not under common control with Newmark, 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 0.9303 as of December 31,
2022. 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.

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.

On May 17, 2022, Cantor purchased from Newmark Holdings an aggregate of (i)
184,714 exchangeable limited partnership interests for aggregate consideration
of $763,064 as a result of the redemption of 184,714 founding partner interests,
and (ii) 23,562 exchangeable limited partnership interests for aggregate
consideration of $100,079 as a result of the exchange of 23,562 founding partner
interests.

On October 25, 2022, Cantor purchased from Newmark Holdings an aggregate of (i)
104,701 exchangeable limited partnership interests for aggregate consideration
of $446,647 as a result of the redemption of 104,701 founding partner interests,
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and (ii) 102,454 exchangeable limited partnership interests for aggregate consideration of $272,100 as a result of the exchange of 102,454 founding partner interests.

Following such purchases, as of February 22, 2023 there were 218,424 founding
partner interests in Newmark Holdings remaining in which the partnership had the
right to redeem or exchange and with respect to which Cantor currently has the
right to purchase an equivalent number of Cantor units following such redemption
or exchange.

First Amendment to Amended and Restated Agreement of Limited Partnership of
Newmark Holdings
On March 10, 2023, Newmark Holdings entered into an Amendment (the "LPA
Amendment") to its Amended and Restated Agreement of Limited Partnership, dated
as of December 13, 2017 (the "Holdings LPA"). The LPA Amendment revises certain
restrictive covenants pertaining to the "Partner Obligations" and "Competitive
Activity" provisions in the Holdings LPA. Specifically, the LPA Amendment (i)
reduces the length of the post-termination period during which a partner must
refrain from soliciting or doing business with customers, soliciting employees,
engaging in a "Competing Business" (as defined therein), or otherwise refraining
from harming the partnership; and (ii) revises the scope of the non-compete
provisions under the "Partner Obligations" and "Competitive Activity" provisions
in the Holdings LPA to cover "Competing Businesses" for which a partner performs
the same or similar services as provided to a "Protected Affiliate" (as defined
therein) and (a) involving a product, product line or type, or service of a
"Protected Affiliate" within a specific geographic area, (b) involving a
"Client" or a "Client Representative" (each as defined therein) of a Protected
Affiliate, or (c) for which the disclosure of confidential information is likely
to be inevitable. The LPA Amendment was approved by the Company's Board of
Directors and Audit and Compensation Committees.

Special Purpose Acquisition Company
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 loan is the
earlier of the consummation of the initial public offering of the SPAC and
December 31, 2022. As of December 31, 2022 there was no outstanding balance on
this loan.

Knotel Assets
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.

Employment Matters
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% of base
salary. 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. In June 2022, the Audit Committee
approved ordinary course compensation adjustments and expense, travel and
housing reimbursement for him in accordance with standard Company policies up to
$250,000 in total compensation without further Committee review.

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.

Acquisition of Spring11 Ownership Interest from Cantor

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In February 2023, Newmark's subsidiary, Newmark S11 Holdings, LLC ("Newmark
S11") entered into an equity purchase agreement with CFS11 Holdings, LLC
("CFS11"), a subsidiary of Cantor, pursuant to which Newmark acquired CFS11's
33.78% ownership interest in Newmark S11 LP, LLC, the joint venture that owns a
controlling interest in Spring11 Holdings, LP ("Spring11"), for a total purchase
price of $11,530,598. The transaction, which also included Newmark S11 buying
the remaining minority interests from other third-party owners on substantially
the same terms, resulted in Newmark S11 owning 100% of Spring11. The CFS11
transaction was approved by our Audit Committee.

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 investment sales and mortgage brokerage businesses, 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. For example, in June of 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. In July of
2022, a report published by the National Multifamily Housing Council and the
National Apartment Association said that the U.S. needs 4.3 million new
apartments over the next 13 years just to meet projected demand. This strong
demand for new housing should continue to drive growth across our investment
sales, GSE/FHA multifamily origination, mortgage brokerage, and servicing
businesses over time.

Our GSE/FHA origination business is also impacted by the lending caps imposed by
the Federal Housing Finance Agency (the "FHFA"). On October 13, 2021, the FHFA
announced that the 2022 multifamily loan purchase caps would be $78 billion for
each GSE, for a combined total of $156 billion. The 2022 caps required that at
least 50% of the GSEs' multifamily business to be mission-driven, affordable
housing. FHFA also required that 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. The 2022 caps were based on FHFA's initial projections of
the overall growth of the multifamily originations market. Had the caps been
reached, the GSE's loan purchases would have increased by 11.4% in 2022. The
actual combined GSE volume was $142 billion in 2022, or a year-on-year increase
of 1.7%. We believe that the GSEs did not meet the caps in part due to the
unexpected slowdown in overall U.S. multifamily loan origination volumes from
all sources. On November 10, 2022, the FHFA announced that the 2023 multifamily
loan purchase caps would be $75 billion for each GSE, for a combined total of
$150 billion. If reached, these caps imply combined GSE loan purchase volume
increases of 5.6% and 7%, respectively, compared with 2022 and 2021. The
mission-driven requirements were further refined, with the goal of encouraging
the financing and construction of more such housing.

Economic Outlook in the United States
COVID-19 adversely affected the economic outlook beginning in March of 2020.
Following a 3.4% contraction in 2020, U.S. gross domestic product expanded by
5.9% in 2021, according to the U.S. Department of Commerce. According to the
most recent estimates from the same source, U.S. GDP contracted at an annualized
rate of 1.6% and 0.6%, respectively, in the first and second quarters of 2022.
In third and fourth quarters of 2022, it grew by annualized 3.2% and 2.7%,
respectively. The second half of 2022 return to GDP growth was driven by various
factors, including increases in private inventory investment, consumer spending,
nonresidential fixed investment, federal government spending, and state and
local government spending that were partly offset by decreases in residential
fixed investment and exports. Imports, which are a subtraction in the
calculation of GDP, also declined. The most recent estimate is that U.S. GDP
increased by 2.1% for calendar year 2022. The current consensus is that U.S. GDP
will increase slowly in 2023, and then resume growth more in-line with
pre-pandemic levels thereafter. For example, as of February 22, 2023, the
Bloomberg consensus of economists was for U.S. GDP to expand at an annualized
rate of 1.4%, 1.3%, and 0.4% in the first through third quarters of 2023,
respectively, and contract by 0.1% in the fourth quarter of the year. The
consensus is also for GDP to grow by 0.7% for all of 2023, and then by 1.2% in
2024 and 2.0% in 2025. For context, over the ten years ended December 31, 2019,
U.S. real GDP grew at an average of approximately 2.2% per year.

According to the Bureau of Labor Statistics, the monthly average of non-farm
payroll employment increased by a seasonally adjusted monthly average of 606
thousand, net, during 2021, which was the highest such figure since record
keeping began. Based on a preliminary report from the same source, strong job
growth continued in 2022, with average monthly gains averaging 374 thousand on
the same basis. For context, this figure averaged 128 thousand over the ten
years ending December 31, 2019. The U.S. unemployment rate (based on U3)
declined to 3.5% in December 2022, compared with 3.9 % in December 2021 and a
high of 14.8% in April of 2020, and thus ended the year at the same rate as in
February 2020. In comparison, the last time the U.S. unemployment rate was near
these low levels was 1969, when unemployment reached 3.4%.

The ten-year Treasury yield increased by 236 basis points to approximately 3.9% as of December 31, 2022, compared with a year-earlier. As of year end 2022, ten-year Treasury yields still remained below their 50-year average of approximately 6.0%, despite the recent increase. On September 22, 2023 and November 2, 2022, the Federal Open Market Committee ("FOMC") announced two separate increases to the upper bound of their target range for the federal funds rate of 75 basis points each, in order to curb inflation. The FOMC increased the upper bound by another 50 basis points and 25 basis points,

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respectively, in December of 2022 and February of 2023. As a result, the federal
funds rate increased at the fastest pace of any quarter in over 30 years in the
fourth quarter of 2022.

The FOMC said that it anticipates that ongoing increases in the target range
will be appropriate in order to return annual inflation to its long-term goal of
2 percent over time. This increase in inflation is due in part to tight labor
market conditions as well as to other factors, such continued supply chain
issues related to the pandemic as well as higher commodity prices due largely to
the Ukraine-Russia conflict. The FOMC also stated that it plans to continue
reducing the $8.4 trillion portfolio of securities it holds (as of February 15,
2023), including long-term agency mortgage-backed securities and U.S.
Treasuries. These securities were purchased as part of the Fed's quantitative
easing program designed to hold down long-term interest rates, and the FOMC
previously indicated that a maximum of $60 billion in Treasury purchases and $35
billion in mortgage-backed securities purchases would be allowed to roll off,
phased in over three months starting June 1, 2022.

Economists generally expect long-term U.S. interest rates to increase versus
where they were in 2022, but to remain below the long-term historical averages
foreseeable future (as discussed above). For example, as February 22, 2023, the
Bloomberg consensus was for the ten-year Treasury yield to be approximately
3.7%, 3.6%, 3.5%, and 3.2% by the ends of the second quarter of 2023, the third
quarter of 2023, the fourth quarter of 2023, and calendar year 2024,
respectively. However, short-term yields are expected to rise considerably
compared with low levels seen for most of the period from the end of 2008
through early 2022 as per the same Bloomberg survey. While the upper bound of
the Fed Funds Target rate averaged 0.64% from December 31, 2008 through February
28, 2022, it was 4.75% as of February 1, 2023. The Bloomberg consensus is for
this Target rate to be 5.25%, 5.20%, 5.05%, and 3.40%, respectively, by the ends
of the second quarter of 2023, the third quarter of 2023, the fourth quarter of
2023, and calendar year 2024. Following the most recent FOMC rate increase and
the release of subsequent economic data, the Treasury futures market indicated
that traders expect similar forward yields. For additional context, the upper
bound of the Fed Funds Target rate averaged 4.91% and 3.11% over the 50 and 25
years ended December 31, 2022.

Market Statistics
Commercial real estate capital markets transactions involving financing
generally utilize medium- or long-term debt, and the interest rates for such
debt tend to correlate with movements in benchmark rates with similar tenors,
including U.S. Treasuries. Such benchmark rates can be meaningfully impacted by
movements in key short-term rates, such as the Fed Funds Target rate. Sudden
increases in short term interest rates can therefore have pronounced effects on
the commercial mortgage origination and investment sales volumes. In 2022,
global benchmark interest rates rose at the fastest pace since at least the
early 1990s, according to Fitch, which led to challenging market conditions
across commercial real estate capital markets for Newmark and the industry. In
addition, volumes were, and likely will be, impacted by the recent increase in
interest rate and credit spread volatility, as well as the gap between
commercial real estate buyer and seller expectations.

According to preliminary estimates from CoStar, value-weighted prices for U.S.
commercial real estate declined by 1.6% over the twelve months ended December
31, 2022, but were 27.3% higher than in February 2020, which was before the
onset of the global pandemic. This was the third consecutive quarterly slowdown
in price appreciation as measured by this index. Separately, RCA currently
estimates that 2022 U.S. investment sales declined by 15.1% year-on-year. In
comparison, Newmark's annual investment sales volumes decreased by 18.7%
compared with 2021. According to preliminary data from RCA, Newmark's average
investment sales transaction size was approximately 45% larger than the weighted
average of brokered U.S. deals in 2022. We believe that larger deal sizes are
more likely to require debt financing, and that such financing became more
difficult given the recent sharp rise in interest rates. We have gained market
share in U.S. investment sales, however, compared with before the pandemic. Our
2022 investment sales volumes were up by approximately 41% versus 2019, while
RCA's U.S. volumes increased by 21% over the same timeframe.

Newmark annual volumes from mortgage brokerage and GSE/FHA originations
(together, "total debt") were down by 9.0% versus 2021. We believe we gained
market share in total debt for the year, as the MBA stated that the notional
dollar volume of all commercial and multifamily lending decreased in the U.S. by
10% in 2022 versus 2021. 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 volume
decreased by 4% in 2022 compared with 2021, per the MBA. In comparison,
Newmark's GSE/FHA origination volumes declined by 13.7% over the same period,
while our total debt volumes in multifamily were down by 14.9%. Certain GSE
multifamily volume statistics for the industry are based on when loans are sold
and/or securitized, and typically lag those reported by the MBA or by Newmark
and its competitors by 30 to 45 days.

We believe that we have gained significant market share in commercial real estate debt since prior to the pandemic, since our total debt volumes for all property types and for multifamily increased by approximately 50% and 62%, respectively, between 2019 and 2022. In comparison, the MBA reports that originations for all property types and for multifamily increased by approximately 6% and 27%, respectively, over the same timeframe.

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Given the expected continued increase in interest rates discussed above, we
anticipate overall U.S. investment sales and mortgage brokerage volumes to
decline year-on-year through at least the first for half of 2023. For context,
the initial estimate from MSCI Real Capital Analytics ("RCA") is that U.S.
investment sales notional volumes decreased by 66% year-over-year in January
2023, while the Mortgage Bankers' Association ("MBA") estimates that commercial
and multifamily lending will decline by in the U.S. by 15% in 2023 but increase
by 32% in 2024. We believe that the current challenging market conditions have
created an opportunity for Newmark to solidify its position as the platform of
choice for many of the real estate industry's top professionals. When activity
rebounds, we expect our market share, revenues, and earnings to outperform the
industry. While the macroeconomic environment may be challenging in the
short-term, we remain excited about our market position and our future.

Regulatory Environment
See "Business-Regulation" in Part I, Item 1 of the 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

Revenues

We derive revenues from the following general four sources:

•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.

•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.

•Investment Sales. 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.
•Commercial Mortgage Origination, net. We offer services and products to
facilitate debt financing for our clients and customers. Commercial mortgage
origination revenue is comprised of commissions generated from mortgage
brokerage and debt and equity placement services, as well as the origination
fees and premiums derived from the origination of GSE/FHA loans with borrowers
and the sale of those loans to investors. Our commercial mortgage origination
revenue also includes the revenue recognized for the fair value of expected net
future cash flows from servicing recognized at commitment.


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. Loan originations related fees and sales premiums,
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.
Loan originations related fees and sales premiums, 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 accompanying consolidated financial statements included in Part
II, Item 8 of this Annual Report on Form 10-K for a more detailed discussion.

Expenses

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(i) 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, prior to our 2017 IPO, 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.

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 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
service period.

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 -
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"Commitment and Contingencies", to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).

(ii) 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.

(iii) Other Income (loss), Net
Other income (loss), 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.

(iv) 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.

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,
                                                            2022                           2021                                             2020
                                                                                                   Percentage of                                    Percentage of                                    Percentage of
                                                                          Actual Results          Total Revenues           Actual Results          Total Revenues           Actual Results          Total Revenues
Revenues:
Management services, servicing
fees and other                                                          $       909,485                    33.6  %       $       915,715                    31.5  %       $       626,136                    32.9  %
Leasing and other commissions                                                   831,874                    30.7                  826,942                    28.5                  513,842                    27.0
Investment sales                                                                606,416                    22.4                  757,744                    26.1                  403,971                    21.2
Commercial mortgage origination,
net                                                                             357,752                    13.2                  406,042                    14.0                  361,049                    19.0
Total revenues                                                                2,705,527                   100.0                2,906,443                   100.0                1,904,998                   100.0
Expenses:
Compensation and employee
benefits                                                                      1,554,784                    57.5                1,828,887                    62.9                1,147,360                    60.2
Equity-based compensation and
allocations of net income to
limited partnership units and
FPUs (1)                                                                        138,312                     5.1                  356,345                    12.3                  130,759                     6.9
Total compensation and employee
benefits                                                                      1,693,096                    62.6                2,185,232                    75.2                1,278,119                    67.1
Operating, administrative and
other                                                                           534,843                    19.8                  553,623                    19.0                  294,405                    15.5


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Fees to related parties                                              28,502                1.1               23,789               0.8                22,573                1.2
Depreciation and amortization                                       165,816                6.1              121,729               4.2               141,193                7.4
Total operating expenses                                          2,422,257               89.5            2,884,373              99.2             1,736,290               91.1
Other income/(loss), net                                            (97,701)              (3.6)           1,232,495              42.4                15,290                0.8
Income from operations                                              185,569                6.9            1,254,565              43.2               183,998                9.7
Interest expense, net                                               (30,970)              (1.1)             (33,473)             (1.2)              (37,728)              (2.0)
Income before income taxes and
noncontrolling interests                                            154,599                5.7            1,221,092              42.0               146,270                7.7
Provision for income taxes                                           42,054                1.6              242,958               8.4                36,993                1.9
Consolidated net income                                             112,545                4.2              978,134              33.7               109,277                5.7
Less: Net income attributable to
noncontrolling interests                                             29,270                1.1              227,406               7.8                29,217                1.5
Net income available to common
stockholders                                                    $    83,275                3.1   %       $  750,728              25.8   %       $    80,060                4.2   %

(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,
                                                        2022                           2021                                             2020
                                                                                               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                                            $        92,308                    3.4   %       $       312,718                   10.8   %       $        69,041                    3.6   %
Allocations of net income to
limited partnership units and
FPUs                                                                         15,875                    0.6                    55,183                    1.9                    30,461                    1.6
Limited partnership units
amortization                                                                  8,322                    0.3                   (28,351)                  (1.0)                   18,692                    1.0
RSU amortization                                                             21,807                    0.8                    16,795                    0.6                    12,565                    0.7
Equity-based compensation and
allocations of net income to
limited partnership units and
FPUs                                                                $       138,312                    5.1   %       $       356,345                   12.3   %       $       130,759                    6.9   %

Year ended December 31, 2022 compared to year ended December 31, 2021

Revenues

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue decreased by $6.2 million,
or 0.7%, to $909.5 million for the year ended December 31, 2022 as compared to
the year ended December 31, 2021. Excluding pass through revenues, management
services, servicing fee and other increased by $97.8 million, or 18.3%, to
$633.0 million, for the year ended December 31, 2022 as compared to the year
ended December 31, 2021. The year-on-year change was driven by improvements from
servicing and related other revenues, GCS, and property management, offset
mainly by lower pass through revenues primarily related to the completion of
certain project management assignments.

Leasing and Other Commissions
Leasing and other commission revenues increased by $4.9 million, or 0.6%, to
$831.9 million for the year ended December 31, 2022 as compared to the year
ended December 31, 2021. While our leasing volumes in industrial and retail were
above 2019 levels in 2022, office volumes have not yet similarly rebounded for
Newmark or (according to CoStar) the industry.

Investment Sales
Investment sales revenue decreased by $151.3 million, or 20.0%, to $606.4
million for the year ended December 31, 2022 as compared to the year ended
December 31, 2021. This primarily reflected a 15.1% year-over-year decrease in
U.S. industry-wide investment sales volumes for the year (according to RCA). The
industry wide decline can be attributed to a historic rise in interest rates
that began in March of 2022. According to Bloomberg, this rise accelerated to
the fastest pace in over thirty years in the fourth quarter of 2022.

Commercial Mortgage Origination, Net
Commercial mortgage origination activities, net decreased by $48.3 million, or
11.9%, to $357.8 million for the year ended December 31, 2022 as compared to the
year ended December 31, 2021. The decrease was primarily due to lower
industry-wide commercial and multifamily origination volumes (according to the
MBA), which was driven by the sharp increase in interest rates.

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Expenses

Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $274.1 million, or
15.0%, to $1,554.8 million for the year ended December 31, 2022 as compared to
the year ended December 31, 2021. The decrease in the year was due to the
compensation expense of $203.8 million in the prior period related to the 2021
Equity Event and a decline in commission based revenue due to lower business
activity.

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 $218.0 million, or 61.2%, to $138.3 million for the
year ended December 31, 2022 as compared to the year ended December 31, 2021 as
a result of $246.6 million of equity-based compensation expense related to the
2021 Equity Event.

Operating, Administrative and Other
Operating, administrative and other expenses decreased by $18.8 million, or
3.4%, to $534.8 million for the year ended December 31, 2022 as compared to the
year ended December 31, 2021 due to decreased pass through expenses, partially
offset by higher support and operational expenses related to the resumption of
normalized business activity on the part of us and our clients, as well as from
our acquisitions.

Fees to Related Parties
Fees to related parties increased by $4.7 million, or 19.8%, to $28.5 million
for the year ended December 31, 2022 as compared to the year ended December 31,
2021.

Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2022 increased by
$44.1 million, or 36.2%, to $165.8 million as compared to the year ended
December 31, 2021 due to changes in the MSR valuation allowance and fixed asset
depreciation and impairments and intangible asset amortization.

Other Income (loss), Net
Other loss of $97.7 million in the year ended December 31, 2022 was primarily
due to $87.5 million realized and unrealized losses from the sale of Nasdaq
shares and $12.9 million of mark-to-market losses on non-marketable investments.

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 gains related to acquisitions during the year ended December 31, 2021, partially offset by a realized loss on the Nasdaq Forward of $12.4 million.

Interest Expense, Net
Interest expense, net decreased by $2.5 million, or 7.5%, to $31.0 million
during the year ended December 31, 2022 as compared to the year ended December
31, 2021.

Provision for Income Taxes
Provision for income taxes decreased by $200.9 million, or 82.7%, to $42.1
million for the year ended December 31, 2022 as compared to the year ended
December 31, 2021. This decrease was primarily driven by lower pre-tax earnings.
Pre-tax earnings in 2021 included earnings from Nasdaq, net of expenses related
to the 2021 equity event. 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 $198.1 million,
to $29.3 million for the year ended December 31, 2022 as compared to the year
ended December 31, 2021.

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

Revenues

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased by $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
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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.

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.

Investment Sales
Investments sales 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.

Commercial Mortgage Origination, Net
Commercial mortgage origination, net activities, 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.

Expenses

Compensation and Employee Benefits
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 by $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 gains related to
acquisitions during the year ended December 31, 2021, partially offset by a
realized loss on the Nasdaq Forward of $12.4 million.

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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, 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, or 556.8%, 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.

Financial Position, Liquidity and Capital Resources
Overview
The primary source of liquidity for our business is the cash on our balance
sheet, cash flow provided by operations, and the $600.0 million revolving credit
facility. In addition, the Company has the option to redeem its $91.3 million
investment in the Real Estate LP joint venture, after July 1, 2023, with
proceeds to be received within 20 days of the redemption notice.

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 are insufficient to fund our future
activities, we may need to raise additional funds through public equity or debt
financing. As of December 31, 2022, our debt consists of our 6.125% Senior Notes
with a carrying amount of $547.8 million.

Financial Position
Total assets were $3.9 billion at December 31, 2022 and $5.2 billion at December
31, 2021.

Total liabilities were $2.4 billion at December 31, 2022 and $3.5 billion at December 31, 2021.

Liquidity

At December 31, 2022, we had cash and cash equivalents of $233.0 million.
Additionally, we have a $600.0 million undrawn committed senior unsecured
revolving credit facility. We expect to generate cash flows from operations to
fund our business and to meet our short-term liquidity requirements, which we
define as those arising within the next twelve months. On November 15, 2023, the
6.125% Senior Notes will mature. The Company intends to either refinance these
notes prior to maturity or use cash on hand, cash flows from operations, and our
credit facility to settle such amounts.

Debt

Debt consisted of the following (in thousands):

                                   December 31, 2022       December 31, 2021
                                          2022                    2021
            6.125% Senior Notes   $          547,784      $          545,239
            Credit Facility                        -                       -
            Total                 $          547,784      $          545,239



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%
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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
provided for a $250.0 million Credit Facility.

On February 26, 2020, Newmark entered into the Amended Credit Agreement,
increasing the size of the Credit Facility to $425.0 million 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 S&P Global Ratings and Fitch.

On March 16, 2020, Newmark entered into the Second Amended Credit Agreement,
increasing the size of the Credit Facility to $465.0 million. The interest rate
on the amended Credit Facility was LIBOR plus 1.75% per annum, subject to a
pricing grid linked to Newmark's credit ratings from S&P Global Ratings and
Fitch.

On March 10, 2022, Newmark entered into the A&R Credit Agreement, which amends
and restates the Credit Agreement, as amended. Pursuant to the A&R Credit
Agreement, the Lenders agreed to: (a) increase the amount available to the
Company under the Credit Facility to $600.0 million, (b) extend the maturity
date of the Credit Facility to March 10, 2025, and (c) improve pricing to 1.50%
per annum with respect to Term SOFR (as defined in the A&R Credit Agreement)
borrowings.

Borrowings under the Credit Facility bear interest at a per annum rate equal to,
at the Company's option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all Lenders,
such other period that is 12 months or less (in each case, subject to
availability), as selected by the Company, plus an applicable margin, or (b) a
base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii)
the prime rate as established by the Administrative Agent, and (iii) Term SOFR
plus 1.00%, in each case plus an applicable margin. The applicable margin will
initially be 1.50% with respect to Term SOFR borrowings in (a) above and 0.50%
with respect to base rate borrowings in (b) above. The applicable margin with
respect to Term SOFR borrowings in (a) above will range from 1.00% to 2.125%
depending upon the Company's credit rating, and with respect to base rate
borrowings in (b) above will range from 0.00% to 1.125% depending upon the
Company's credit rating. The A&R Credit Agreement also provides for certain
upfront and arrangement fees and for an unused facility fee. As of December 31,
2022 and 2021, there were no borrowings outstanding under the Credit Facility.

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
Cantor, 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 Cantor or Newmark's short-term borrowing
rate then in effect, plus 1.0%. As of December 31, 2022, and 2021 there were no
borrowings outstanding under the Cantor Credit Agreement.

Master Repurchase Agreement
On August 2, 2021, a subsidiary of Newmark, Newmark OpCo, entered into the
Repurchase Agreement with CF Secured, an affiliate of Cantor, pursuant to which
Newmark could seek, from time-to-time, to execute short-term secured financing
transactions. For additional information regarding this agreement, see Note 27 -
"Related Party Transactions" to our accompanying consolidated financial
statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises
As of December 31, 2022, Newmark had $1.6 billion of committed loan funding,
$400.0 million of uncommitted loan funding available through three commercial
banks, and an uncommitted $400.0 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, 2022
and December 31, 2021 we had $0.1 billion and $1.1 billion, respectively,
outstanding under "Warehouse facilities collateralized by U.S. Government
Sponsored Enterprises" on our accompanying consolidated balance sheets.
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Leases

Total lease liability as of December 31, 2022 is $723.9 million. Of the total
amount, $188.0 million of lease liability is within our flexible workspace
business whereby the liability is ring-fenced in special purpose vehicles with
only $36.5 million of guarantees and/or letters of credit with exposure to
Newmark Group, Inc. In addition, Newmark has contracted future customer revenues
and sub-lease income as of December 31, 2022 amounting to approximately $183.7
million.





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

                                                                       Year 

Ended December 31,

                                                                             2022                2021               2020
Net cash provided by operating activities                               $ 1,196,343          $ (48,709)         $ (777,694)
Add back:
Net activity from loan originations and sales                              (934,845)           (14,326)            871,516

Net cash provided by (used in) operating activities excluding activity from loan originations and sales (1)(2)

                                                                  $   

261,498 $ (63,035) $ 93,822

(1) Includes payments for corporate taxes in the amount of $99.6 million, $99.4
million and $80.3 million for the years ended December 31, 2022, 2021 and 2020,
respectively.

(2) Reflects $484.4 million of cash used, in 2021, with respect to the 2021
Equity Event. Of this amount, $203.5 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, 2022
For the year ended December 31, 2022, we generated $1,196.3 million of cash from
operations. Excluding activity from loan originations and sales, cash from
operating activities for the year ended December 31, 2022 was $261.5 million.
Cash provided by investing activities was $308.6 million, primarily related to
$437.8 million of proceeds from the sale of Nasdaq shares, offset by cash paid
for acquisitions and purchases of fixed assets. Cash used in financing
activities of $1,458.5 million primarily related to net principal payments on
warehouse facilities of $913.3 million, $140.0 million related to the repurchase
agreements accounted for as collateralized financing transactions relating to
the Nasdaq shares previously held by the Company, and $294.8 million of treasury
stock repurchases.

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
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Facility, $81.9 million in earning distributions to limited partnership interests and other noncontrolling interests, and $23.2 million in dividends to stockholders.

Credit Ratings

As of December 31, 2022, 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
                    S&P Global Ratings              BB+        Positive



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, 2022, Newmark has met all capital requirements.
As of December 31, 2022, the most restrictive capital requirement was Fannie
Mae's net worth requirement. Newmark exceeded the minimum requirement by $433.4
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, 2022 and December 31, 2021,
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,
2022 and December 31, 2021, outstanding borrower advances were $1.3 million and
$0.9 million, respectively, and are included in "Other assets" in our
accompanying consolidated balance sheets.

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 November 4, 2022, 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,
2022, Newmark repurchased 24,918,482 shares of Class A common stock, at an
average price of $11.83. As of December 31, 2022, Newmark had $392.3 million
remaining from its share repurchase and unit purchase authorization.

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The following table details Newmark's 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 share
repurchases of Newmark's Class A common stock during the year ended December 31,
2022 were as follows (in thousands except shares and per share amounts):
                                                                                                       Approximate
                                                                                                      Dollar Value
                                                                                                      of Shares and
                                                                                                       Units That
                                                                                                       May Yet Be
                                                           Total                                      Repurchased/
                                                         Number of                Average               Purchased
                                                          Shares                 Price Paid            Under the
                                                        Repurchased              per Share               Program

Repurchases
January 1, 2022 - March 31, 2022                         1,682,871             $     18.35
April 1, 2022 - June 30, 2022                           11,370,647             $     12.75
July 1, 2022 - September 30, 2022                       10,163,677          

$ 10.36

October 1, 2022 - October 31, 2022                               -             $         -
November 1, 2022 - November 30, 2022                     1,701,287             $      8.00
December 1, 2022 - December 31, 2022                             -             $         -

Total Repurchases                                       24,918,482             $     11.83          $      392,282



In addition to the repurchases in the table above, during the three months ended
March 31, 2022, Mr. Lutnick purchased an aggregate of 503,500 shares of
Newmark's Class A common stock at an average price of $16.92. During the three
months ended June 30, 2022, Mr. Lutnick purchased an aggregate of 556,000 shares
of Newmark's Class A common stock at an average price of $9.81.

Fully Diluted Share Count
Our fully diluted weighted-average share count follows (in thousands):

                                                       December 31,
                                                 2022                 2021
              Common stock outstanding(1)     180,337               190,179
              Partnership units(2)             59,944                68,142
              RSUs (Treasury stock method)      3,255                 4,309
              Newmark exchange shares           1,641                 1,324

              Total(3)                        245,177               263,954


(1)Common stock consisted of Class A shares and Class B shares. For the year
ended December 31, 2022, the weighted-average number of Class A shares was
159.0 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 24.7 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, 2022, the weighted-average share count did
not include any 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,
                                               2022                 2021
                Common stock outstanding    171,670               189,558
                Partnership units            61,888                52,825
                Newmark RSUs                  1,845                 5,966
                Newmark exchange shares         456                 1,957
                Other                             -                   378
                Total                       235,859               250,684

Contingent Payments Related to Acquisitions

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Newmark completed acquisitions for which there is contingent cash consideration
of $23.1 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, 2022, Newmark had $91.3 million in this equity method investment, which
represents a 27% ownership in Real Estate LP. Newmark holds a redemption option
in which Real Estate LP will redeem in full Newmark's investment in Real Estate
LP in exchange for Newmark's capital account balance in Real Estate LP as of
such time. In December 2022, the Audit Committee authorized a subsidiary of
Newmark to rescind its July 20, 2022 written notice exercising the optional
redemption of its 27.2% ownership interest in Real Estate LP and amend the joint
venture agreement between Newmark and Real Estate LP to provide for a redemption
option for this investment after July 1, 2023, with proceeds to be received
within 20 days of the redemption notice. A payment of a $44.0 thousand
administrative fee was made to Newmark in connection with such amendment (see
Note 8 - "Investments" for more information).

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). This registration statement
expired in March 2022. On March 25, 2022, we filed a new market-making
Registration Statement on Form S-3 to replace the one that was expiring.

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, 2022, we have issued 1.7 million shares of our Class A common stock
under this registration statement.

As of December 31, 2022 and December 31, 2021, Newmark was committed to fund
approximately $0.3 billion and $0.3 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.

Derivative Suits
On August 5, 2022, Robert Garfield filed a complaint in the Delaware Court of
Chancery (the "Court of Chancery"), captioned Robert Garfield v. Howard W.
Lutnick, et al. (Case No. 2022-0687) (the "Garfield Action"), against the
members of the Board and Mr. Lutnick in his capacity as Chairman of the Board
and controlling stockholder. This derivative complaint alleges that in
connection with the December 2021 bonus award, payable over a 3-year period,
granted to Mr. Lutnick: (i) the Board breached its fiduciary duty, (ii) neither
the award nor the approval process employed by the Compensation Committee were
entirely fair to the Company and its stockholders, and (iii) the members of the
Compensation Committee did not exercise independent judgment. The complaint
alleges that Mr. Lutnick breached his fiduciary duty as Chairman and controlling
shareholder by forcing the Company to grant the award and by accepting it. The
complaint seeks rescission of the award and other compensation, as well as
damages and other relief.

On October 7, 2022, Cardinal Capital Management, LLC filed a complaint in the
Court of Chancery, captioned Cardinal Capital Management, LLC v. Howard W.
Lutnick, et al. (Case No. 2022-0909-SG) (the "Cardinal Action"), against Mr.
Lutnick, the members of the Compensation Committee in 2021, who were Virginia S.
Bauer, Kenneth A. McIntyre and Michael Snow (the "Compensation Committee"), and
Barry Gosin, Michael Rispoli and Stephen Merkel (the "Officers"). The derivative
complaint alleges that in connection with the Company's June 2021 partnership
units exchange for Mr. Lutnick and Officers and the December 2021 bonus award,
payable over a 3-year period, granted to Mr. Lutnick: (i) the Compensation
Committee and Officers breached their fiduciary duties and wasted corporate
assets; and (ii) Mr. Lutnick and the Officers were unjustly enriched. The
complaint also alleges that Mr. Lutnick breached his fiduciary duty as Chairman
and controlling shareholder, and wasted corporate assets, by forcing the Company
to grant the award and by accepting it. The complaint seeks recoupment of the
partnership units exchange and the bonus award, as well as damages and other
relief.

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On December 13, 2022, the Court of Chancery entered an order consolidating the
Garfield and Cardinal Actions into a single action (the "Consolidated Action")
deemed to have commenced on August 5, 2022, when the Garfield Action was filed.
On January 10, 2023, plaintiffs filed a consolidated amended complaint, whose
claims, as well as requested relief, mirror the claims and relief sought in the
Cardinal Action in all material respects. The Company's position is that the
partnership units exchange was appropriate and in the best interests of the
Company, and that the bonus award was properly approved by the Compensation
Committee comprised of independent directors (which does not include Mr.
Lutnick) after careful consideration of his contributions to the Company,
including the Company's superior financial results, and following an extensive
process that included advice from independent legal counsel and an independent
compensation. The Company believes the lawsuit has no merit. However, as with
any litigation, the outcome cannot be determined with certainty.

On March 9, 2023, a purported class action complaint was filed against Cantor,
BGC Holdings, and Newmark Holdings in the U.S. District Court for the District
of Delaware (Civil Action No. 1:23-cv-00265). The collective action, which was
filed by seven former limited partners on their own behalf and on behalf of
other similarly situated limited partners, alleges a claim for breach of
contract against all defendants on the basis that defendants failed to make
payments due under the relevant partnership agreements. Specifically, plaintiffs
allege that the non-compete and economic forfeiture provisions upon which
defendants relied to deny payment are unenforceable under Delaware law.
Plaintiffs allege a second claim against Cantor and BGC Holdings for antitrust
violations under the Sherman Act on the basis that the Cantor and BGC Holdings
partnership agreements constitute unreasonable restraints of trade. In that
regard, plaintiffs allege that the non-compete and economic forfeiture
provisions of the Cantor and BGC Holdings partnership agreements, as well as
restrictive covenants included in partner separation agreements, cause
anticompetitive effects in the labor market, insulate Cantor and BGC Holdings
from competition, and limit innovation. Plaintiffs seek a determination that the
case may be maintained as a class action, an injunction prohibiting the
allegedly anticompetitive conduct, and monetary damages of at least $5,000,000.
The Company believes the lawsuit has no merit. However, as with any litigation,
the outcome cannot be determined with certainty.

Commitments and Contingencies

(a)Contractual Obligations and Commitments

The following table summarizes certain of Newmark's contractual obligations at December 31, 2022 (in thousands):

                                                                     Less than 1                                               More than 5
                                                   Total                Year             1-3 Years          3-5 Years             Years
Operating leases (1)                           $   865,740          $  126,520          $ 257,609          $ 235,518          $  246,093
Warehouse facilities(2)                            137,406             137,406                  -                  -                   -
Debt(3)                                            550,000             550,000                  -                  -                   -
Interest on debt(4)                                 30,479              30,479                  -                  -                   -
Interest on warehouse
facilities(5)                                        1,765               1,765                  -                  -                   -
Total                                          $ 1,585,390          $  846,170          $ 257,609          $ 235,518          $  246,093

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

(2)Warehouse facilities are collateralized by $137.4 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)Debt reflects $550.0 million 6.125% Senior Notes. The carrying amount of
these notes was approximately $547.8 million. 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 - "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 of 6.125% Senior Notes until their maturity date of November 15, 2023.

(5)As of December 31, 2022, the spread for all warehouse facilities and the
Fannie Mae repurchase line were to SOFR. As of December 31, 2021, the spread for
the Fannie Mae repurchase line was to SOFR and the warehouse lines were to
LIBOR. Their respective maturity dates range from June 2023 to October 2023,
while one line has an open maturity date. The notional amount of these committed
and uncommitted warehouse facilities was $2.4 billion at December 31, 2022. 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 SOFR plus 180 bps. There were no
outstanding draws on this sublimit at December 31, 2022.

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.

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Revenue Recognition
We derive our revenues primarily through commissions from brokerage services,
commercial mortgage origination, 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.

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
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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.

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, 2022 and 2021, the aggregate balance of
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employee loans, net of reserve, was $500.8 million and $453.3 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, 2022, 2021 and 2020, was $84.1 million, $79.4 million,
and $73.6 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.

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, 2022, there was an increase of $3.6 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.
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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.

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 qualified as derivative financial instruments.
The Nasdaq Forwards provided Newmark with the ability to redeem the EPUs for
Nasdaq stock, and as these instruments were not legally detachable, they
represented single financial instruments. The financial instruments' EPU
redemption feature for Nasdaq shares was not clearly and closely related to the
economic characteristics and risks of Newmark's EPU equity host instruments,
and, therefore, it represented 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 II, 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

Over the past two years, we have returned $792.0 million dollars to shareholders
through share repurchases and redemptions. In addition, we paid dividends and
distributions. We expect to continue returning capital to shareholders, although
our near term rate of share repurchases are expected to decline. This is due to
the current market dislocation, which is providing us with high quality
opportunities to hire the industry's best talent and acquire companies at
attractive valuations.

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 above for a detailed definition of post-
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tax Adjusted Earnings per fully diluted share. Beginning in the first quarter of
2020, and for all of the quarterly periods in 2020 and 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. For all of the
quarterly periods in 2022, the Board increased the quarterly dividend to $0.03
per share. In addition, Newmark increased the after-tax distributions to its
partners to $0.06 per unit. The exchange ratio was adjusted in accordance with
the terms of the Separation and Distribution Agreement due to any difference in
our dividend policy and the distribution policy of Newmark Holdings.

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 a number of factors, including 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 and retained 5,278,011 Nasdaq shares. 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, 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. From July 2021 through March 2022, we sold all of the
Nasdaq shares.

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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