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Interactive Brokers Group, Inc. - Quarter Report: 2015 September (Form 10-Q)

Table of Contents

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

 

 

 

 

FORM 10-Q

 

 

 

 

 

 

 

 

 

 

 

(Mark One)

 

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2015

 

OR

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition  period from           to         

 

Commission File Number: 001-33440

INTERACTIVE BROKERS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

30-0390693

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

One Pickwick Plaza

Greenwich, Connecticut 06830

(Address of principal executive office)

(203) 618-5800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

 

 

(Do not check if a smaller

 

 

 

 

 

 

 

reporting company)

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes      No  .

 

As of November 4, 2015, there were 63,676,315 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 100 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.

 

 


 

 

 


 

Table of Contents

 

QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED SEPTEMBER 30, 2015

Table of Contents

 

 

 

 

PART I. 

FINANCIAL INFORMATION

 

 

Item 1. 

Financial Statements (Unaudited)

1

 

Condensed Consolidated Statements of Financial Condition

1

 

Condensed Consolidated Statements of Comprehensive Income

2

 

Condensed Consolidated Statements of Cash Flow

3

 

Condensed Consolidated Statements of Changes in Equity

4

 

Notes to Condensed Consolidated Financial Statements

5

Item 2. 

Management's Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

52

Item 4. 

Controls and Procedures

56

PART II. 

OTHER INFORMATION

 

Item 1. 

Legal Proceedings

57

Item 1A. 

Risk Factors

57

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

57

Item 3. 

Defaults upon Senior Securities

58 

Item 5. 

Other Information

58 

Item 6. 

Exhibits

59 

SIGNATURES 

 

60 

 

 

 

 

 

 

 

 

 

i


 

Table of Contents

 

PART 1.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(in millions, except share amounts)

 

2015

 

2014

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,588 

 

$

1,269 

Cash and securities - segregated for regulatory purposes

 

 

20,911 

 

 

15,404 

Securities borrowed

 

 

3,384 

 

 

3,660 

Securities purchased under agreements to resell

 

 

215 

 

 

386 

Financial instruments owned, at fair value:

 

 

 

 

 

 

Financial instruments owned

 

 

2,708 

 

 

2,042 

Financial instruments owned and pledged as collateral

 

 

1,133 

 

 

1,936 

Total financial instruments owned, at fair value

 

 

3,841 

 

 

3,978 

Receivables:

 

 

 

 

 

 

Customers, less allowance for doubtful accounts of $132 and $7 as of September 30, 2015 and December 31, 2014

 

 

15,879 

 

 

17,051 

Brokers, dealers and clearing organizations

 

 

859 

 

 

1,131 

Interest

 

 

65 

 

 

37 

Total receivables

 

 

16,803 

 

 

18,219 

Other assets

 

 

484 

 

 

469 

Total assets

 

$

47,226 

 

$

43,385 

Liabilities and equity

 

 

 

 

 

 

Short-term borrowings

 

$

 

$

34 

Securities loaned

 

 

2,724 

 

 

3,199 

Financial instruments sold, but not yet purchased, at fair value

 

 

3,052 

 

 

2,569 

Payables:

 

 

 

 

 

 

Customers

 

 

35,315 

 

 

31,796 

Brokers, dealers and clearing organizations

 

 

454 

 

 

234 

Affiliate

 

 

287 

 

 

277 

Accounts payable, accrued expenses and other liabilities

 

 

104 

 

 

87 

Interest

 

 

 

 

Total payables

 

 

36,164 

 

 

32,398 

Total liabilities

 

 

41,944 

 

 

38,200 

Commitments, contingencies and guarantees (see Note 11)

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Common stock, $0.01 par value per share:

 

 

 

 

 

 

Class A – Authorized - 1,000,000,000, Issued - 63,868,716 and 58,612,245 shares, Outstanding – 63,447,715 and 58,473,186 shares as of September 30, 2015 and December 31, 2014

 

 

 

 

Class B – Authorized, Issued and Outstanding – 100 shares as of September 30, 2015 and December 31, 2014

 

 

 —

 

 

 —

Additional paid-in capital

 

 

711 

 

 

635 

Retained earnings

 

 

135 

 

 

121 

Accumulated other comprehensive income, net of income taxes of $0 and  $1 as of September 30, 2015 and December 31, 2014

 

 

 

 

12 

Treasury stock, at cost, 421,001 and 139,059 shares as of September 30, 2015 and December 31, 2014

 

 

(13)

 

 

(3)

Total stockholders’ equity

 

 

841 

 

 

766 

Noncontrolling interests

 

 

4,441 

 

 

4,419 

Total equity

 

 

5,282 

 

 

5,185 

Total liabilities and equity

 

$

47,226 

 

$

43,385 

 

 

See accompanying notes to the condensed consolidated financial statements.

1

 


 

Table of Contents

 

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in millions, except for shares or per share amounts)

 

2015

 

2014

 

2015

 

2014

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Trading gains

 

$

87 

 

$

42 

 

$

216 

 

$

211 

Commissions and execution fees

 

 

167 

 

 

133 

 

 

473 

 

 

394 

Interest income

 

 

122 

 

 

123 

 

 

356 

 

 

306 

Other income (loss)

 

 

(1)

 

 

(102)

 

 

(78)

 

 

(25)

Total revenues

 

 

375 

 

 

196 

 

 

967 

 

 

886 

Interest expense

 

 

16 

 

 

25 

 

 

49 

 

 

51 

Total net revenues

 

 

359 

 

 

171 

 

 

918 

 

 

835 

Non-interest expenses

 

 

 

 

 

 

 

 

 

 

 

 

Execution and clearing

 

 

63 

 

 

52 

 

 

177 

 

 

158 

Employee compensation and benefits

 

 

56 

 

 

49 

 

 

171 

 

 

156 

Occupancy, depreciation and amortization

 

 

12 

 

 

 

 

33 

 

 

29 

Communications

 

 

 

 

 

 

19 

 

 

18 

General and administrative

 

 

13 

 

 

14 

 

 

42 

 

 

40 

Customer bad debt

 

 

 

 

 

 

145 

 

 

Total non-interest expenses

 

 

157 

 

 

131 

 

 

587 

 

 

403 

Income before income taxes

 

 

202 

 

 

40 

 

 

331 

 

 

432 

Income tax expense

 

 

20 

 

 

 

 

37 

 

 

39 

Net income

 

 

182 

 

 

31 

 

 

294 

 

 

393 

Less net income attributable to noncontrolling interests

 

 

160 

 

 

28 

 

 

262 

 

 

356 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35 

 

$

0.06 

 

$

0.53 

 

$

0.67 

Diluted

 

$

0.35 

 

$

0.05 

 

$

0.52 

 

$

0.65 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,458,655 

 

 

57,099,052 

 

 

60,152,525 

 

 

55,956,615 

Diluted

 

 

64,028,731 

 

 

58,220,070 

 

 

61,646,928 

 

 

57,196,113 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment, before income taxes

 

 

(8)

 

 

(11)

 

 

(5)

 

 

(9)

Income taxes related to items of other comprehensive income

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Other comprehensive income (loss), net of tax

 

 

(8)

 

 

(11)

 

 

(5)

 

 

(9)

Comprehensive income (loss) available for common stockholders

 

$

14 

 

$

(8)

 

$

27 

 

$

28 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

$

160 

 

$

28 

 

$

262 

 

$

356 

Other comprehensive income - cumulative translation adjustment

 

 

(44)

 

 

(66)

 

 

(29)

 

 

(54)

Comprehensive income (loss) attributable to noncontrolling interests

 

$

116 

 

$

(38)

 

$

233 

 

$

302 

 

 

See accompanying notes to the condensed consolidated financial statements.

2

 


 

Table of Contents

 

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

(in millions)

 

2015

 

2014

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

294 

 

$

393 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

 

Deferred income taxes

 

 

11 

 

 

15 

Depreciation and amortization

 

 

16 

 

 

14 

Employee stock incentive plan compensation

 

 

38 

 

 

32 

Unrealized losses on other investments, net

 

 

 

 

Bad debt expense

 

 

145 

 

 

Change in operating assets and liabilities

 

 

 

 

 

 

Cash and securities - segregated for regulatory purposes

 

 

(5,507)

 

 

(1,301)

Securities borrowed

 

 

276 

 

 

(204)

Securities purchased under agreements to resell

 

 

171 

 

 

113 

Financial instruments owned, at fair value

 

 

136 

 

 

1,053 

Receivables from customers

 

 

1,027 

 

 

(3,667)

Other receivables

 

 

244 

 

 

(47)

Other assets

 

 

13 

 

 

Securities loaned

 

 

(475)

 

 

(504)

Financial instruments sold, but not yet purchased, at fair value

 

 

480 

 

 

553 

Payables to customers

 

 

3,519 

 

 

3,646 

Other payables

 

 

233 

 

 

(74)

Net cash provided by operating activities

 

 

627 

 

 

39 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of other investments

 

 

(9)

 

 

(421)

Distributions received and proceeds from sales of other investments

 

 

 

 

499 

Purchase of property and equipment

 

 

(23)

 

 

(14)

Net cash (used in) provided by investing activities

 

 

(26)

 

 

64 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Short-term borrowings, net

 

 

(30)

 

 

35 

Dividends paid to stockholders

 

 

(18)

 

 

(17)

Distributions to noncontrolling interests

 

 

(181)

 

 

(244)

Excess tax benefit on stock incentive plans

 

 

 

 

 —

Repurchases of common stock for employee tax withholdings under stock incentive plans

 

 

(25)

 

 

 —

Proceeds from sales of treasury stock

 

 

17 

 

 

 —

Payments made under the Tax Receivable Agreement

 

 

(13)

 

 

(16)

Net cash used in financing activities

 

 

(248)

 

 

(242)

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(34)

 

 

(63)

Net increase (decrease) in cash and cash equivalents

 

 

319 

 

 

(202)

Cash and cash equivalents at beginning of period

 

 

1,269 

 

 

1,213 

Cash and cash equivalents at end of period

 

$

1,588 

 

$

1,011 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

50 

 

$

48 

Cash paid for taxes

 

$

22 

 

$

27 

 

 

 

 

 

 

 

Non-cash financing activities

 

 

 

 

 

 

Issuance of common stock in exchange of member interests in IBG LLC

 

$

121 

 

$

 —

Redemption of member interests from IBG Holdings LLC

 

$

(121)

 

$

 —

Adjustments to additional paid-in capital for changes in proportionate ownership in IBG LLC

 

$

26 

 

$

28 

Adjustments to noncontrolling interests for changes in proportionate ownership in IBG LLC

 

$

(26)

 

$

(28)

 

See accompanying notes to the condensed consolidated financial statements.

 

3

 


 

Table of Contents

 

 

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

Nine Months Ended September 30, 2015 and September 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Other

 

Total

 

Non-

 

 

 

 

(in millions, except for share amounts)

 

Issued

 

Par

 

Paid-In

 

Treasury

 

Retained

 

Comprehensive

 

Stockholders'

 

controlling

 

Total

 

 

 

Shares

 

Value

 

Capital

 

Stock

 

Earnings

 

Income

 

Equity

 

Interests

 

Equity

 

Balance, January 1, 2015

 

58,612,245 

 

$

 

$

635 

 

$

(3)

 

$

121 

 

$

12 

 

$

766 

 

$

4,419 

 

$

5,185 

 

Issuance of common stock in follow-on offering

 

2,771,778 

 

 

 

 

 

36 

 

 

 

 

 

 

 

 

 

 

 

36 

 

 

(36)

 

 

 —

 

Common stock distributed pursuant to stock incentive plans

 

2,484,693 

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 —

 

 

 

 

 

 —

 

Compensation for stock grants vesting in the future

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32 

 

 

38 

 

Deferred tax benefit retained - follow-on offering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess tax benefit on stock incentive plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchases of common stock for employee tax withholdings under stock incentive plans

 

 

 

 

 

 

 

 

 

 

(25)

 

 

 

 

 

 

 

 

(25)

 

 

 

 

 

(25)

 

Sales of treasury stock

 

 

 

 

 

 

 

 

 

15 

 

 

 

 

 

 

 

 

17 

 

 

 

 

 

17 

 

Dividends paid to stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

(18)

 

 

 

 

 

(18)

 

 

 

 

 

(18)

 

Distributions from IBG LLC to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

(181)

 

 

(181)

 

Adjustments for changes in proportionate ownership in IBG LLC

 

 

 

 

 

 

 

26 

 

 

 

 

 

 

 

 

 

 

 

26 

 

 

(26)

 

 

 —

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

32 

 

 

(5)

 

 

27 

 

 

233 

 

 

260 

 

Balance, September 30, 2015

 

63,868,716 

 

$

 

$

711 

 

$

(13)

 

$

135 

 

$

 

$

841 

 

$

4,441 

 

$

5,282 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Other

 

Total

 

Non-

 

 

 

 

(in millions, except for share amounts)

 

Issued

 

Par

 

Paid-In

 

Treasury

 

Retained

 

Comprehensive

 

Stockholders'

 

controlling

 

Total

 

 

 

Shares

 

Value

 

Capital

 

Stock

 

Earnings

 

Income

 

Equity

 

Interests

 

Equity

 

Balance, January 1, 2014

 

54,788,049 

 

$

 

$

583 

 

$

(3)

 

$

99 

 

$

27 

 

$

707 

 

$

4,385 

 

$

5,092 

 

Common stock distributed pursuant to stock incentive plans

 

2,438,091 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

 

 

 

 —

 

Compensation for stock grants vesting in the future

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27 

 

 

32 

 

Stock incentive plan adjustment

 

21,109 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

 

 

 

 —

 

Dividends paid to stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

(17)

 

 

 

 

 

(17)

 

 

 

 

 

(17)

 

Distributions from IBG LLC to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

(244)

 

 

(244)

 

Adjustments for changes in proportionate ownership in IBG LLC

 

 

 

 

 

 

 

28 

 

 

 

 

 

 

 

 

 

 

 

28 

 

 

(28)

 

 

 —

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

37 

 

 

(9)

 

 

28 

 

 

302 

 

 

330 

 

Balance, September 30, 2014

 

57,247,249 

 

$

 

$

616 

 

$

(3)

 

$

119 

 

$

18 

 

$

751 

 

$

4,442 

 

$

5,193 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

4

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

1.   Organization and Nature of Business

Interactive Brokers Group, Inc. (“IBG, Inc.”) is a Delaware holding company whose primary asset is its ownership of approximately 15.7% of the membership interests of IBG LLC, which, in turn, owns operating subsidiaries (collectively, “IBG LLC”). IBG, Inc. together with IBG LLC and its consolidated subsidiaries (collectively, “the Company”), is an automated global electronic broker and market maker specializing in executing and clearing trades in securities, futures, foreign exchange instruments, bonds and mutual funds on more than 100 electronic exchanges and market centers around the world and offering custody, prime brokerage, securities and margin lending services to customers. In the United States of America (“U.S.”), the Company’s business is conducted from its headquarters in Greenwich, Connecticut, from Chicago, Illinois and from Jersey City, New Jersey. Abroad, business is conducted through offices located in Canada, England, Switzerland, Liechtenstein, China (Hong Kong and Shanghai), Japan, India, and Australia. As of September 30, 2015, the Company had 1,052 employees worldwide.

IBG LLC is a Connecticut limited liability company that conducts its business through its operating subsidiaries (collectively, the “Operating Companies”):  Interactive Brokers LLC (“IB LLC”); Interactive Brokers Canada Inc. (“IBC”); Interactive Brokers (U.K.) Limited and its subsidiary, Interactive Brokers (U.K.) Nominee Limited (collectively,  “IBUK”); Interactive Brokers Securities Japan, Inc. (“IBSJ”); Interactive Brokers Hong Kong Limited (“IBHK”); Interactive Brokers (India) Private Limited (“IBI”); Interactive Brokers Australia Pty Limited and its subsidiary, Interactive Brokers Australia Nominees Pty Limited (collectively,  “IBA”); Timber Hill LLC (“TH LLC”); Timber Hill Europe AG and its subsidiary, Timber Hill (Liechtenstein) AG (collectively, “THE”); Timber Hill Australia Pty Limited (“THA”); Timber Hill Canada Company (“THC”); Interactive Brokers Financial Products S.A. (“IBFP”); Interactive Brokers Hungary KFT (“IBH”); Interactive Brokers Software Services Estonia OU (“IBEST”); Interactive Brokers Software Services Russia (“IBRUS”); and IB Exchange Corp. (“IBEC”) and its subsidiaries, Interactive Brokers Corp. (“IB Corp”), and Covestor, Inc. and its subsidiary, Covestor Limited (collectively, “Covestor”).

The Company operates in two business segments: electronic brokerage and market making, both supported by corporate. The Company conducts its electronic brokerage business through certain Interactive Brokers subsidiaries, which provide electronic execution and clearing services to customers worldwide. The Company conducts its market making business principally through its Timber Hill subsidiaries on the world’s leading exchanges and market centers, primarily in exchange‑traded equities, equity options and equity‑index options and futures.  Corporate enables the Company to operate cohesively and effectively by providing support via control functions to the business segments and also by executing the Company’s currency diversification strategy.

Certain of the Operating Companies are members of various securities and commodities exchanges in North America, Europe and the Asia/Pacific region and are subject to regulatory capital and other requirements (see Note 13). IB LLC, IBUK, IBC, IBI, IBHK and IBSJ carry securities accounts for customers or perform custodial functions relating to customer securities.

 

 

2.   Significant Accounting Policies

Basis of Presentation 

These condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding financial reporting with respect to Form 10Q.

These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 2, 2015. The condensed consolidated financial information as of December 31, 2014 has been derived from the audited consolidated financial statements not included herein.

These condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and reflect all adjustments of a normal and recurring nature that are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. The operating results for interim periods are not necessarily indicative of the operating results for the entire year.

In connection with the Company’s currency diversification strategy, the Company’s net worth is held in a basket of 16 currencies (referred to by management as the “GLOBAL”). In the fourth quarter of 2014, the Company improved the transparency of its currency diversification strategy results by (1) reporting nearly all translation gains and losses from this strategy as other income (previously reported as a component of trading gains) in the condensed consolidated statements of comprehensive income, and (2) reporting these gains and losses in the corporate segment instead of the market making segment. These changes in presentation resulted in certain reclassifications to previously reported amounts.

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Notes to Unaudited Condensed Consolidated Financial Statements

 

In the third quarter of 2015, the Company changed the presentation of its non-market making financial instruments carried at fair value from other assets and accounts payable, accrued expenses and other liabilities to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value, respectively, in the condensed consolidated statements of financial condition, in order to consistently present all of the financial instruments held for trading under the same caption. For comparison purposes, as of December 31, 2014, $44 million was reclassified from other assets to financial instruments owned, at fair value, and $8 million was reclassified from accounts payable, accrued expenses and other liabilities to financial instruments sold, but not yet purchased, at fair value.

 

Principles of Consolidation, including Noncontrolling Interests

 

These condensed consolidated financial statements include the accounts of IBG, Inc. and its majority and wholly owned subsidiaries. As sole managing member of IBG LLC, IBG, Inc. exerts control over IBG LLC’s operations. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, the Company consolidates IBG LLC’s financial statements and records the interests in IBG LLC that it does not own as noncontrolling interests.

The Companys policy is to consolidate all other entities in which it owns more than 50% unless it does not have control. All inter‑company balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on judgment and the best available information at the time. Therefore, actual results could differ materially from those estimates. Such estimates include the allowance for doubtful accounts, valuation of certain investments, compensation accruals, current and deferred income taxes, and estimated contingency reserves.

Fair Value

Substantially all of the Company’s assets and liabilities, including financial instruments are carried at fair value based on published market prices and are marked to market, or are assets and liabilities which are short‑term in nature and are carried at amounts that approximate fair value.

The Company applies the fair value hierarchy in accordance with FASB ASC Topic 820, “Fair Value Measurement” (“ASC Topic 820”), to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are:

 

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

Level 2

Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

 

 

Level 3

Prices or valuations that require inputs that are both significant to fair value measurement and unobservable.

 

Financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value are generally classified as Level 1 of the fair value hierarchy. The Company’s Level 1 financial instruments, which are valued using quoted market prices as published by exchanges and clearing houses or otherwise broadly distributed in active markets, include active listed stocks, options, warrants and discount certificates and U.S. and foreign government securities. The Company does not adjust quoted prices for financial instruments classified as Level 1 of the fair value hierarchy, even in the event that the Company may hold a large position whereby a purchase or sale could reasonably impact quoted prices.

Currency forward contracts are valued using broadly distributed bank and broker prices, and are classified as Level 2 of the fair value hierarchy as such instruments are not exchange‑traded. Other securities that are not traded in active markets are also classified in Level 2 of the fair value hierarchy. Level 3 financial instruments are comprised of securities that have been delisted or otherwise are no longer tradable and have been valued by the Company based on internal estimates.

 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Earnings Per Share

Earnings per share (“EPS”) is computed in accordance with FASB ASC Topic 260, “Earnings per Share.”  Basic EPS is computed by dividing the net income available for common stockholders by the weighted average number of shares outstanding for that period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of the basic EPS and, in addition, reflects the dilutive effect of shares of common stock estimated to be distributed in the future under the Company’s stock-based compensation plans, with no adjustments to net income available for common stockholders for dilutive potential common shares.

Stock‑Based Compensation

The Company follows FASB ASC Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”), to account for its stock‑based compensation plans. ASC Topic 718 requires all share‑based payments to employees to be recognized in the condensed consolidated financial statements using a fair value‑based method. Grants, which are denominated in U.S. dollars, are communicated to employees in the year of grant, thereby establishing the fair value of each grant. The fair value of awards granted to employees are generally expensed as follows: 50% in the year of grant in recognition of plan forfeiture provisions (as described below) and the remaining 50% over the related vesting period utilizing the “graded vesting” method permitted under ASC Topic 718. In the case of “retirement eligible” employees (those employees older than 59), 100% of awards are expensed when granted.

Awards granted under stock‑based compensation plans are subject to forfeiture in the event an employee ceases employment with the Company. The plans provide that employees who discontinue employment with the Company without cause and continue to meet the terms of the plans’ post‑employment provisions will forfeit 50% of unvested previously granted awards unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of unvested awards previously granted.

Cash and Cash Equivalents

The Company considers all highly liquid investments, with maturities of three months or less, that are not segregated and deposited for regulatory purposes or to meet margin requirements at clearing houses to be cash equivalents.

Cash and Securities - Segregated for Regulatory Purposes

As a result of customer activities, certain Operating Companies are obligated by rules mandated by their primary regulators to segregate or set aside cash or qualified securities to satisfy such regulations, which have been promulgated to protect customer assets. Securities segregated for regulatory purposes consisted of U.S. government securities of $14.6 billion and $6.7 billion as of September 30, 2015 and December 31, 2014, respectively, and securities purchased under agreements to resell in the amount of $1.6 billion and $3.9 billion as of September 30, 2015 and December 31, 2014, respectively, which amounts approximate fair value.

Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are recorded at the amount of the cash collateral advanced or received. Securities borrowed transactions require the Company to provide counterparties with collateral, which may be in the form of cash, letters of credit or other securities. With respect to securities loaned, the Company receives collateral, which may be in the form of cash or other securities in an amount generally in excess of the fair value of the securities loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as permitted contractually. The Company does not net, in the condensed consolidated statements of financial condition, securities borrowed and securities loaned entered into with the same counterparty.

Securities lending fees received and paid by the Company are included in interest income and interest expense, respectively, in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

Securities purchased under agreements to resell, which are reported as collateralized financing transactions, are recorded at contract value, which approximates fair value. To ensure that the fair value of the underlying collateral remains sufficient, the collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions. The Company does not net, in the condensed consolidated statements of financial condition, securities purchased under agreements to resell transactions and securities sold under agreements to repurchase transactions entered into with the same counterparty.

Financial Instruments Owned and Financial Instruments Sold, But Not Yet Purchased, at Fair Value

Financial instrument transactions are accounted for on a trade date basis. Financial instruments owned and financial instruments sold, but not yet purchased are stated at fair value based upon quoted market prices. The Company’s financial instruments pledged to counterparties where the counterparty has the right, by contract or custom, to sell or repledge the financial instruments are reported as financial instruments owned and pledged as collateral in the condensed consolidated statements of financial condition.

The Company also enters into currency forward contracts. These transactions, which are also accounted for on a trade date basis, are agreements to exchange a fixed amount of one currency for a specified amount of a second currency at completion of the currency forward contract term. Unrealized mark‑to‑market gains and losses on currency forward contracts are included in financial instruments owned, at fair value or financial instruments sold, but not yet purchased, at fair value in the condensed consolidated statements of financial condition.

Customer Receivables and Payables

Customer securities transactions are recorded on a settlement date basis and customer commodities transactions are recorded on a trade date basis. Receivables from and payables to customers include amounts due on cash and margin transactions, including futures contracts transacted on behalf of customers. Securities owned by customers, including those that collateralize margin loans or other similar transactions, are not reported in the condensed consolidated statements of financial condition. Amounts receivable from customers that are determined by management to be uncollectible are expensed and included in customer bad debt expense in the condensed consolidated statements of comprehensive income.

Receivables from and Payables to Brokers, Dealers and Clearing Organizations

Receivables from and payables to brokers, dealers and clearing organizations include net receivables and payables from unsettled trades, including amounts related to futures and options on futures contracts executed on behalf of customers, amounts receivable for securities not delivered by the Company to the purchaser by the settlement date (“fails to deliver”) and cash margin deposits. Payables to brokers, dealers and clearing organizations also include amounts payable for securities not received by the Company from a seller by the settlement date (“fails to receive”).

Investments

The Company makes certain strategic investments related to its business and accounts for these investments under the cost method of accounting or under the equity method of accounting as required under FASB ASC Topic 323, “Investments - Equity Method and Joint Ventures.”  Investments accounted for under the equity method, including where the investee is a limited partnership or limited liability company, are recorded at the fair value amount of the Company’s initial investment and are adjusted each period for the Company’s share of the investee’s income or loss. The Company’s share of the income or losses from equity method investments is included in other income in the condensed consolidated statements of comprehensive income. The recorded amounts of the Company’s equity method investments, $35 million as of September 30, 2015 ($37 million as of December 31, 2014), which are included in other assets in the condensed consolidated statements of financial condition, increase or decrease accordingly. Contributions paid to and distributions received from equity method investees are recorded as additions or reductions, respectively, to the respective investment balance.

The Company also holds exchange memberships and investments in equity securities of certain exchanges as required to qualify as a clearing member, and strategic investments in corporate stock that do not qualify for equity method accounting. Such investments, $34 million as of September 30, 2015 ($31 million as of December 31, 2014), are recorded at cost or, if an other‑than‑temporary impairment in value has occurred, at a value that reflects management’s estimate of the impairment, and are also included in other assets in the condensed consolidated statements of financial condition. Dividends received from cost basis investments are included in other income in the condensed consolidated statements of comprehensive income when such dividends are received.

A judgmental aspect of accounting for investments is evaluating whether an other‑than‑temporary decline in the value of an

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Notes to Unaudited Condensed Consolidated Financial Statements

 

investment has occurred. The evaluation of an other‑than‑temporary impairment is dependent on specific quantitative and qualitative factors and circumstances surrounding an investment, including recurring operating losses, credit defaults and subsequent rounds of financing.  The Company’s equity investments do not have readily determinable market values. All investments are reviewed for changes in circumstances or occurrence of events that suggest the Company’s investment may not be recoverable. If an unrealized loss on any investment is considered to be other‑than‑temporary, the loss is recognized in the period the determination is made.

Property and Equipment

Property and equipment, which is included in other assets in the condensed consolidated statements of financial condition, consists of purchased technology hardware and software, internally developed software, leasehold improvements and office furniture and equipment.  Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight‑line method. Equipment is depreciated over the estimated useful lives of the assets, while leasehold improvements are amortized over the lesser of the estimated economic useful life of the asset or the term of the lease. Computer equipment is depreciated over three to five years and office furniture and equipment are depreciated over five to seven years. Qualifying costs for internally developed software are capitalized and amortized over the expected useful life of the developed software, not to exceed three years.

Comprehensive Income and Foreign Currency Translation

The Company’s operating results are reported in the condensed consolidated statements of comprehensive income pursuant to FASB ASC Topic 220, “Comprehensive Income.

Comprehensive income consists of two components: net income and other comprehensive income (“OCI”). OCI is comprised of revenues, expenses, gains and losses that are reported in the comprehensive income section of the statements of comprehensive income, but are excluded from reported net income. The Company’s OCI is comprised of gains and losses resulting from translating foreign currency financial statements of non-U.S. subsidiaries, net of related income taxes, where applicable.  In general, the practice and intention of the Company is to reinvest the earnings of its non‑U.S. subsidiaries in those operations, therefore tax is usually not accrued.

The Company’s non‑U.S. domiciled subsidiaries have a functional currency that is other than the U.S. dollar. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at period‑end exchange rates, and revenues and expenses are translated at average exchange rates prevailing during the period. Adjustments that result from translating amounts from a subsidiary’s functional currency to the U.S. dollar (as described above) are reported net of tax, where applicable, in accumulated OCI in the condensed consolidated statements of financial condition.

Revenue Recognition

Trading Gains

Trading gains and losses are recorded on trade date and are reported on a net basis. Trading gains and losses are comprised of changes in the fair value of financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value (i.e., unrealized gains and losses) and realized gains and losses related to the Company’s market making business segment. Included in trading gains are net gains and losses on stocks, U.S. and foreign government securities, corporate and municipal bonds, options, futures, foreign exchange and other derivative instruments. Dividends are integral to the valuation of stocks and interest is integral to the valuation of fixed income instruments. Accordingly, both dividends and interest income and expense attributable to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value are reported on a net basis in trading gains in the condensed consolidated statements of comprehensive income.

Commissions and Execution Fees

Commissions earned for executing and clearing transactions are accrued on a trade date basis and are reported as commissions and execution fees in the condensed consolidated statements of comprehensive income.

Interest Income and Expense

The Company earns interest income and incurs interest expense primarily in connection with its electronic brokerage customer business and its securities lending activities, which are recorded on the accrual basis and are included in interest income and interest expense, respectively, in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Foreign Currency Gains and Losses

Currency translation refers to the gains and losses resulting from foreign currency transactions.  Foreign currency translation gains and losses related to the Company’s currency diversification strategy are included in other income in the condensed consolidated statements of comprehensive income. Foreign currency translation gains and losses related to the market making core-business activities are included in trading gains in the condensed consolidated statements of comprehensive income. Electronic brokerage foreign currency translation gains and losses, arising from currency swap transactions, are included in interest income in the condensed consolidated statements of comprehensive income.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes” (“ASC Topic 740”). The Company’s income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits are based on enacted tax laws (see Note 10) and reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the U.S. and numerous foreign jurisdictions. Determining income tax expense requires significant judgments and estimates.

The Company recognizes interest related to income tax matters as interest income or interest expense and penalties related to income tax matters as income tax expense.

Deferred income tax assets and liabilities arise from temporary differences between the tax and financial statements recognition of the underlying assets and liabilities. In evaluating the ability to recover deferred tax assets within the jurisdictions from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax‑planning strategies, and results of recent operations. In projecting future taxable income, historical results are adjusted for changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax‑planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, three years of cumulative operating income (loss) are considered. Deferred income taxes have not been provided for U.S. tax liabilities or for additional foreign taxes on the unremitted earnings of foreign subsidiaries that have been indefinitely reinvested.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. The Company is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows, or financial position.

The Company recognizes that a tax benefit from an uncertain tax position only when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. A tax position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement.

The Company records tax liabilities in accordance with ASC Topic 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in payments that are different from the current estimates of these tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

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Notes to Unaudited Condensed Consolidated Financial Statements

 

Recently Issued Accounting Pronouncements

Following is a summary of recently issued FASB Accounting Standards Updates (“ASUs”) that have affected or may affect the Company’s condensed consolidated financial statements: 

 

 

 

 

 

 

 

 

 

Affects

 

Status

 

 

 

 

 

ASU 2015-02

 

Consolidation (Topic 810): Amendments to the Consolidation Analysis.

 

Effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

 

 

 

 

 

ASU 2015-08

 

Business Combinations (Topic 805): Pushdown Accounting. Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. Measurement of Certain Transfers Between Entities Under Common Control in the Separate Financial Statements of Each Entity. 

 

The amendments are effective immediately.

 

 

 

 

 

ASU 2015-14

 

Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.  

 

Effective for annual reporting periods beginning after December 15, 2017.

 

 

 

 

 

ASU 2015-16

 

Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.

 

Effective for fiscal years beginning after December 15, 2015.

 

 

 

 

 

 

Adoption of those ASUs that became effective during 2014 and 2015, prior to the issuance of the Company’s condensed consolidated financial statements, did not have a material effect on these financial statements.

3.   Trading Activities and Related Risks

The Company’s trading activities include providing securities market making and brokerage services. Trading activities expose the Company to market and credit risks. These risks are managed in accordance with established risk management policies and procedures. To accomplish this, management has established a risk management process that includes:

a regular review of the risk management process by executive management as part of its oversight role;

defined risk management policies and procedures supported by a rigorous analytic framework; and

articulated risk tolerance levels as defined by executive management that are regularly reviewed to ensure that the Company’s risk‑taking is consistent with its business strategy, capital structure, and current and anticipated market conditions.

Market Risk

The Company is exposed to various market risks. Exposures to market risks arise from equity price risk, foreign currency exchange rate fluctuations and changes in interest rates. The Company seeks to mitigate market risk associated with trading inventories by employing hedging strategies that correlate rate, price and spread movements of trading inventories and related financing and hedging activities. The Company uses a combination of cash instruments and exchange traded derivatives to hedge its market exposures. The Company does not apply hedge accounting. The following discussion describes the types of market risk faced:

Equity Price Risk

Equity price risk arises from the possibility that equity security prices will fluctuate, affecting the value of equity securities and other instruments that derive their value from a particular stock, a defined basket of stocks, or a stock index. The Company is subject to equity price risk primarily in financial instruments held. The Company attempts to limit such risks by continuously reevaluating prices and by diversifying its portfolio across many different options, futures and underlying securities and avoiding concentrations of positions based on the same underlying security.

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Notes to Unaudited Condensed Consolidated Financial Statements

 

Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of financial instruments. The Company manages this risk using spot (i.e., cash) currency transactions, currency futures contracts and currency forward contracts.  As a global market maker trading on exchanges around the world in multiple currencies, the Company is exposed to foreign currency risk. The Company actively manages its currency exposure using hedging strategies that are based on a defined basket of 16 currencies internally referred to as the “GLOBAL.”  These strategies minimize the fluctuation of the Company’s net worth as expressed in GLOBALs, thereby diversifying its risk in alignment with these global currencies, weighted by the Company’s view of their importance.  As the Company’s financial results are reported in U.S. dollars, the change in the value of the GLOBAL as expressed in U.S. dollars affects the Company’s earnings.  The impact of this currency diversification strategy in the Company’s earnings is included in other income in the condensed consolidated statements of comprehensive income.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Company is exposed to interest rate risk on cash and margin balances, positions carried in equity securities, options, and futures and on its debt obligations. These risks are managed through investment policies and by entering into interest rate futures contracts.

Credit Risk

The Company is exposed to risk of loss if an individual, counterparty or issuer fails to perform its obligations under contractual terms (“default risk”). Both cash instruments and derivatives expose the Company to default risk. The Company has established policies and procedures for mitigating credit risk on principal transactions, including reviewing and establishing limits for credit exposure, maintaining collateral, and continually assessing the creditworthiness of counterparties.

The Company’s credit risk is limited in that substantially all of the contracts entered into are settled directly at securities and commodities clearing houses and a small portion is settled through member firms and banks with substantial financial and operational resources. The Company seeks to control the risks associated with its customer margin activities by requiring customers to maintain collateral in compliance with regulatory and internal guidelines.

In the normal course of business, the Company executes, settles, and finances various customer securities transactions. Execution of these transactions includes the purchase and sale of securities which exposes the Company to default risk arising from the potential that customers or counterparties may fail to satisfy their obligations. In these situations, the Company may be required to purchase or sell financial instruments at unfavorable market prices to satisfy obligations to customers or counterparties. Liabilities to other brokers and dealers related to unsettled transactions (i.e., securities fails to receive) are recorded at the amount for which the securities were purchased, and are paid upon receipt of the securities from other brokers or dealers. In the case of aged securities fails to receive, the Company may purchase the underlying security in the market and seek reimbursement for any losses from the counterparty.

For cash management purposes, the Company enters into short‑term securities purchased under agreements to resell and securities sold under agreements to repurchase transactions (“repos”) in addition to securities borrowing and lending arrangements, all of which may result in credit exposure in the event the counterparty to a transaction is unable to fulfill its contractual obligations. Repos are collateralized by securities with a market value in excess of the obligation under the contract. Similarly, securities lending agreements are collateralized by deposits of cash or securities. The Company attempts to minimize credit risk associated with these activities by monitoring collateral values on a daily basis and requiring additional collateral to be deposited with or returned to the Company as permitted under contractual provisions.

Concentrations of Credit Risk

The Company’s exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, credit limits are established and exposure is monitored in light of changing counterparty and market conditions. As of September 30, 2015, the Company did not have any material concentrations of credit risk outside the ordinary course of business.

Off‑Balance Sheet Risks

The Company may be exposed to a risk of loss not reflected in the condensed consolidated financial statements to settle futures and

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Notes to Unaudited Condensed Consolidated Financial Statements

 

certain over‑the‑counter contracts at contracted prices, which may require repurchase or sale of the underlying products in the market at prevailing prices. Accordingly, these transactions result in off‑balance sheet risk as the Company’s cost to liquidate such contracts may exceed the amounts reported in the Company’s condensed consolidated statements of financial condition.

 

 

4.   Equity and Earnings Per Share

In connection with IBG, Inc.’s initial public offering of Class A common stock (“IPO”) in May 2007, it purchased 10.0% of the membership interests in IBG LLC from IBG Holdings LLC (“Holdings”), became the sole managing member of IBG LLC and began to consolidate IBG LLC’s financial results into its financial statements. Holdings owns all of IBG, Inc.’s Class B common stock, which has voting rights in proportion to its ownership interests in IBG LLC, approximately 84.3% as of September 30, 2015.  The condensed consolidated financial statements reflect the results of operations and financial position of IBG, Inc., including consolidation of its investment in IBG LLC and its subsidiaries. The noncontrolling interests in IBG LLC attributable to Holdings are reported as a component of total equity in the condensed consolidated statements of financial condition, as described below.

Recapitalization and Post‑IPO Capital Structure

Immediately prior to and immediately following the consummation of the IPO, IBG, Inc., Holdings, IBG LLC and the members of IBG LLC consummated a series of transactions collectively referred to herein as the “Recapitalization.” In connection with the Recapitalization, IBG, Inc., Holdings and the historical members of IBG LLC entered into an exchange agreement, dated as of May 3, 2007 (the “Exchange Agreement”), pursuant to which the historical members of IBG LLC received membership interests in Holdings in exchange for their membership interests in IBG LLC. Additionally, IBG, Inc. became the sole managing member of IBG LLC.

In connection with the consummation of the IPO, Holdings used the net proceeds to redeem 10.0% of members’ interests in Holdings in proportion to their interests. Immediately following the Recapitalization and IPO, Holdings owned approximately 90% of IBG LLC and 100% of IBG, Inc.’s Class B common stock, which has voting power in IBG, Inc. in proportion to Holdings’ ownership of IBG LLC.

Since consummation of the IPO and Recapitalization, IBG, Inc.’s equity capital structure has been comprised of Class A and Class B common stock. All shares of common stock have a par value of $0.01 per share and have identical rights to earnings and dividends and in liquidation. As described previously in this Note 4, Class B common stock has voting power in IBG, Inc. proportionate to the extent of Holdings’ and IBG, Inc.’s respective ownership of IBG LLC. As of September 30, 2015 and December 31, 2014, 1,000,000,000 shares of Class A common stock were authorized, of which 63,868,716 and 58,612,245 shares have been issued; and 63,447,715 and 58,473,186 shares were outstanding, respectively. Class B common stock is comprised of 100 authorized shares, of which 100 shares were issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. In addition, 10,000 shares of preferred stock have been authorized, of which no shares are issued or outstanding as of September 30, 2015 and December 31, 2014, respectively.

As a result of a federal income tax election made by IBG LLC applicable to the acquisition of IBG LLC member interests by IBG, Inc., the income tax basis of the assets of IBG LLC acquired by IBG, Inc. have been adjusted based on the amount paid for such interests. Deferred tax assets were recorded as of the IPO date and in connection with subsequent redemptions of Holdings member interests in exchange for common stock.  These deferred tax assets are included in other assets in the Company’s condensed consolidated statements of financial condition and are being amortized as additional deferred income tax expense over 15 years from the IPO date and from the additional redemption dates, respectively, as allowable under current tax law. As of September 30, 2015 and December 31, 2014, the unamortized balance of these deferred tax assets was $289 million and $279 million, respectively.

IBG, Inc. also entered into an agreement (the “Tax Receivable Agreement”) with Holdings to pay Holdings (for the benefit of the former members of IBG LLC) 85% of the tax savings that IBG, Inc. actually realizes as the result of tax basis increases. These payables, net of payments made to Holdings, are reported as payable to affiliate in the Company’s condensed consolidated statements of financial condition.  The remaining 15% is accounted for as a permanent increase to additional paid‑in capital in the Company’s condensed consolidated statements of financial condition.

The cumulative amounts of deferred tax assets, payables to Holdings and additional paid‑in capital arising from stock offerings from the date of the IPO through September 30, 2015 were $454 million, $386 million and $68 million, respectively. Amounts payable under the Tax Receivable Agreement are payable to Holdings annually following the filing of IBG, Inc.’s federal income tax return. The Company has paid Holdings a cumulative total of $99 million through September 30, 2015 pursuant to the terms of the Tax Receivable Agreement.

The Exchange Agreement, as amended June 6, 2012, provides for future redemptions of member interests and for the purchase of member interests in IBG LLC by IBG, Inc. from Holdings, which could result in IBG, Inc. acquiring the remaining member interests

13

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

in IBG LLC that it does not own. On an annual basis, holders of Holdings member interests are able to request redemption of such member interests over a minimum eight (8) year period following the IPO; 12.5% annually for seven (7) years and 2.5% in the eighth year.  On July 23, 2015, the Exchange Agreement was amended to extend the redemption period past eight (8) years.

At the time of IBG, Inc.’s IPO in 2007, three hundred sixty (360) million shares of authorized common stock were reserved for future sales and redemptions. From 2008 through 2010, Holdings redeemed 5,013,259 IBG LLC shares with a total value of $114 million, which redemptions were funded using cash on hand at IBG LLC. Upon cash redemption these IBG LLC shares were retired. From 2011 through 2014, IBG, Inc. issued 8,025,517 shares of common stock directly to Holdings in exchange for an equivalent number of shares of member interests in IBG LLC.

On July 24, 2015, the Company filed a Supplemental Prospectus on Form 424B5 (File Number 333-192275) with the SEC to issue 2,771,778 shares of common stock in exchange for an equivalent number of shares of member interests in IBG LLC. This issuance of shares increased the Company’s ownership in IBG LLC from 15.0% to 15.7%.

As a consequence of these redemption transactions, and distribution of shares to employees (see Note 9), IBG, Inc.s interest in IBG LLC has increased to approximately 15.7%, with Holdings owning the remaining 84.3% as of September 30, 2015.  The redemptions also resulted in an increase in the Holdings interest held by Mr. Thomas Peterffy and his affiliates from approximately 84.6% at the IPO to approximately 88.7% as of September 30, 2015.

Earnings per Share

Basic earnings per share are calculated utilizing net income available for common stockholders divided by the weighted average number of shares of Class A and Class B common stock outstanding for that period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except for shares or per share amounts)

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

62,458,555 

 

 

57,098,952 

 

 

60,152,425 

 

 

55,956,515 

Class B

 

 

100 

 

 

100 

 

 

100 

 

 

100 

 

 

 

62,458,655 

 

 

57,099,052 

 

 

60,152,525 

 

 

55,956,615 

Basic earnings per share

 

$

0.35 

 

$

0.06 

 

$

0.53 

 

$

0.67 

 

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Diluted earnings per share are calculated utilizing the Company’s basic net income available for common stockholders divided by diluted weighted average shares outstanding with no adjustments to net income available to common stockholders for potentially dilutive common shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except for shares or per share amounts)

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

Weighted average shares of common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

Issued and outstanding

 

 

62,458,555 

 

 

57,098,952 

 

 

60,152,425 

 

 

55,956,515 

Potentially dilutive common shares

 

 

 

 

 

 

 

 

 

 

 

 

issuable pursuant to employee stock incentive plans

 

 

1,570,076 

 

 

1,121,018 

 

 

1,494,403 

 

 

1,239,498 

Class B

 

 

100 

 

 

100 

 

 

100 

 

 

100 

 

 

 

64,028,731 

 

 

58,220,070 

 

 

61,646,928 

 

 

57,196,113 

Diluted earnings per share

 

$

0.35 

 

$

0.05 

 

$

0.52 

 

$

0.65 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member Distributions and Stockholder Dividends

During the nine months ended September 30, 2015,  IBG LLC made distributions totaling $212 million to its members, of which IBG, Inc.s proportionate share was $32 million. In March, June and September 2015, the Company paid cash dividends of $0.10 per share of common stock, $6 million, $6 million and $6 million, respectively.    

On October 20, 2015, the Company declared a cash dividend of $0.10 per common share, payable on December 14, 2015 to stockholders of record as of December 1, 2015.

   

5.   Comprehensive Income

The following table presents comprehensive income and earnings per share on comprehensive income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except for shares or per share amounts)

Comprehensive income (loss) available for common stockholders

 

$

14 

 

$

(8)

 

$

27 

 

$

28 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share on comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.23 

 

$

(0.13)

 

$

0.45 

 

$

0.51 

Diluted

 

$

0.23 

 

$

(0.13)

 

$

0.44 

 

$

0.50 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,458,655 

 

 

57,099,052 

 

 

60,152,525 

 

 

55,956,615 

Diluted

 

 

64,028,731 

 

 

58,220,070 

 

 

61,646,928 

 

 

57,196,113 

 

 

 

 

15

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

6.   Financial Assets and Financial Liabilities

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables set forth, by level within the fair value hierarchy (see Note 2), financial assets and liabilities, measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement.  As described in Note 2, the Company reclassified its other fair value investments of $44 million from other assets and $8 million from accounts payable, accrued expenses and other liabilities to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value, respectively, as of December 31, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets At Fair Value as of September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Securities segregated for regulatory purposes

 

$

14,586 

 

$

 —

 

$

 —

 

$

14,586 

Financial instruments owned, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

Stocks

 

 

1,571 

 

 

 —

 

 

 —

 

 

1,571 

Options

 

 

1,784 

 

 

 —

 

 

 —

 

 

1,784 

Warrants and discount certificates

 

 

55 

 

 

 —

 

 

 —

 

 

55 

U.S. and foreign government securities

 

 

425 

 

 

 —

 

 

 —

 

 

425 

Corporate and municipal bonds

 

 

 —

 

 

 

 

 —

 

 

Currency forward contracts

 

 

 —

 

 

 

 

 —

 

 

Total financial instruments owned, at fair value

 

 

3,835 

 

 

 

 

 —

 

 

3,841 

Total financial assets at fair value

 

$

18,421 

 

$

 

$

 —

 

$

18,427 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities At Fair Value as of September 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Financial instruments sold, but not yet purchased, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

Stocks

 

$

1,312 

 

$

 —

 

$

 —

 

$

1,312 

Options

 

 

1,736 

 

 

 —

 

 

 —

 

 

1,736 

Warrants and discount certificates

 

 

 

 

 —

 

 

 —

 

 

Currency forward contracts

 

 

 —

 

 

 

 

 —

 

 

Total financial instruments sold, but not yet purchased, at fair value

 

 

3,050 

 

 

 

 

 —

 

 

3,052 

Total financial liabilities at fair value

 

$

3,050 

 

$

 

$

 —

 

$

3,052 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets At Fair Value as of December 31, 2014

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

(in millions)

Securities segregated for regulatory purposes

 

$

6,681 

 

$

 —

 

$

 —

 

$

6,681 

Financial instruments owned, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

Stocks

 

 

2,592 

 

 

 —

 

 

 —

 

 

2,592 

Options

 

 

1,209 

 

 

 —

 

 

 —

 

 

1,209 

Warrants and discount certificates

 

 

72 

 

 

 —

 

 

 —

 

 

72 

U.S. and foreign government securities

 

 

98 

 

 

 —

 

 

 —

 

 

98 

Corporate and municipal bonds

 

 

 —

 

 

 

 

 

 

 

Currency forward contracts

 

 

 —

 

 

 

 

 —

 

 

Total financial instruments owned, at fair value

 

 

3,971 

 

 

 

 

 —

 

 

3,978 

Total financial assets at fair value

 

$

10,652 

 

$

 

$

 —

 

$

10,659 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities At Fair Value as of December 31, 2014

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Financial instruments sold, but not yet purchased, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

Stocks

 

$

1,360 

 

$

 —

 

$

 

$

1,361 

Options

 

 

1,197 

 

 

 —

 

 

 —

 

 

1,197 

Warrants and discount certificates

 

 

 

 

 —

 

 

 —

 

 

Currency forward contracts

 

 

 —

 

 

10 

 

 

 —

 

 

10 

Total financial instruments sold, but not yet purchased, at fair value

 

 

2,558 

 

 

10 

 

 

 

 

2,569 

Total financial liabilities at fair value

 

$

2,558 

 

$

10 

 

$

 

$

2,569 

 

17

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

Transfers between Level 1 and Level 2

Transfers of financial assets and financial liabilities at fair value to or from Levels 1 and 2 arise where the market for a specific financial instrument has become active or inactive during the period. The fair values transferred are ascribed as if the financial assets or financial liabilities had been transferred as of the end of the period.

During the quarter ended December 31, 2014, the Company stopped trading fixed-income securities and liquidated all its fixed-income positions.  As a result, there were no transfers between levels for financial instruments owned and sold, but not yet purchased, at fair value during the nine months ended September 30, 2015. 

During the nine months ended September 30, 2014, the Company reclassified approximately $3 million of financial instruments owned, at fair value from Level 1 to Level 2 and reclassified approximately $5 million from Level 2 to Level 1. Financial instruments sold, but not yet purchased, at fair value of approximately $1 million were reclassified from Level 1 to Level 2 and approximately $1 million were reclassified from Level 2 to Level 1. 

 

 

Trading Gains from Market Making Transactions

As described in Note 2, in the fourth quarter of 2014, nearly all of the currency translation gains and losses related to the Company’s currency diversification strategy were reclassified from trading gains to other income.  Prior period amounts have been reclassified to conform to the current presentation. Trading gains and losses from market making transactions reported in the condensed consolidated statements of comprehensive income, by major product type, are comprised of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Equities

 

$

83 

 

$

45 

 

$

204 

 

$

196 

Fixed income

 

 

 —

 

 

 

 

 —

 

 

18 

Foreign exchange

 

 

 

 

(8)

 

 

12 

 

 

(3)

Total trading gains, net

 

$

87 

 

$

42 

 

$

216 

 

$

211 

 

These transactions are related to the Company’s financial instruments owned and financial instruments sold, but not yet purchased, at fair value and include both derivative and non‑derivative financial instruments, including exchange traded options and futures. These gains and losses also include market making related dividend and fixed income trading related interest income and expense.

The gains in the above table are not representative of the integrated trading strategies applied by the Company, which utilizes financial instruments across various product types. Gains and losses in one product type frequently offset gains and losses in other product types.

18

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Financial Assets and Liabilities Not Measured at Fair Value

The following table represents the carrying value, fair value, and fair value hierarchy category of certain financial assets and liabilities that are not recorded at fair value in the Company's condensed consolidated statements of financial condition. The following table excludes certain financial instruments such as equity investments and all non-financial assets and liabilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

 

Carrying
Value

 

Fair
Value

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Financial assets, not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,588 

 

$

1,588 

 

$

1,588 

 

$

 -

 

$

 -

Cash and securities segregated for regulatory purposes

 

 

6,325 

 

 

6,325 

 

 

4,695 

 

 

1,630 

 

 

 -

Securities borrowed

 

 

3,384 

 

 

3,384 

 

 

 -

 

 

3,384 

 

 

 -

Securities purchased under agreements to resell

 

 

215 

 

 

215 

 

 

 -

 

 

215 

 

 

 -

Receivables from customer

 

 

15,879 

 

 

15,879 

 

 

 -

 

 

15,879 

 

 

 -

Receivables from broker, dealers, and clearing organizations

 

 

859 

 

 

859 

 

 

 -

 

 

859 

 

 

 -

Interest receivables

 

 

65 

 

 

65 

 

 

 -

 

 

65 

 

 

 -

Other assets

 

 

29 

 

 

51 

 

 

 -

 

 

51 

 

 

 -

Total financial assets, not measured at fair value

 

$

28,344 

 

$

28,366 

 

$

6,283 

 

$

22,083 

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities, not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

 

$

 

$

 -

 

$

 

$

 -

Securities loaned

 

 

2,724 

 

 

2,724 

 

 

 -

 

 

2,724 

 

 

 -

Payables to customer

 

 

35,315 

 

 

35,315 

 

 

 -

 

 

35,315 

 

 

 -

Payables to brokers, dealers and clearing organizations

 

 

454 

 

 

454 

 

 

 -

 

 

454 

 

 

 -

Interest payable

 

 

 

 

 

 

 -

 

 

 

 

 -

Total financial liabilities, not measured at fair value

 

$

38,501 

 

$

38,501 

 

$

 —

 

$

38,501 

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

Carrying
Value

 

Fair
Value

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Financial assets, not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,269 

 

$

1,269 

 

$

1,269 

 

$

 -

 

$

 -

Cash and securities segregated for regulatory purposes

 

 

8,723 

 

 

8,723 

 

 

4,849 

 

 

3,874 

 

 

 -

Securities borrowed

 

 

3,660 

 

 

3,660 

 

 

 -

 

 

3,660 

 

 

 -

Securities purchased under agreements to resell

 

 

386 

 

 

386 

 

 

 -

 

 

386 

 

 

 -

Receivables from customer

 

 

17,051 

 

 

17,051 

 

 

 -

 

 

17,051 

 

 

 

Receivables from broker, dealers, and clearing organizations

 

 

1,131 

 

 

1,131 

 

 

 -

 

 

1,131 

 

 

 -

Interest receivable

 

 

37 

 

 

37 

 

 

 -

 

 

37 

 

 

 -

Other assets

 

 

30 

 

 

55 

 

 

 -

 

 

55 

 

 

 -

Total financial assets, not measured at fair value

 

$

32,287 

 

$

32,312 

 

$

6,118 

 

$

26,194 

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities, not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

34 

 

$

34 

 

$

 -

 

$

34 

 

$

 -

Securities loaned

 

 

3,199 

 

 

3,199 

 

 

 -

 

 

3,199 

 

 

 -

Payables to customer

 

 

31,796 

 

 

31,796 

 

 

 -

 

 

31,796 

 

 

 -

Payables to brokers, dealers and clearing organizations

 

 

234 

 

 

234 

 

 

 -

 

 

234 

 

 

 -

Interest payable

 

 

 

 

 

 

 -

 

 

 

 

 -

Total financial liabilities, not measured at fair value

 

$

35,267 

 

$

35,267 

 

$

 —

 

$

35,267 

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

Netting of Financial Assets and Financial Liabilities

The Company does not net securities borrowed and securities loaned, and securities purchased under agreements to resell and securities sold under agreements to repurchase, which are presented on a gross basis in the condensed consolidated statements of financial condition. In the tables below, the amounts of financial instruments that are not offset in the condensed consolidated statements of financial condition, but could be netted against cash or financial instruments with specific counterparties under master netting agreements, according to the terms of the agreements, including clearing houses (exchange traded options, warrants and discount certificates) or over the counter currency forward contract counterparties, are presented to provide financial statement readers with the Company’s net payable or receivable with counterparties for these financial instruments.

 

The following tables sets forth the netting of financial assets and of financial liabilities as of September 30, 2015 and December 31, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Amounts Offset

 

Net Amounts

 

Amounts Not Offset in

 

 

 

 

 

 

 

 

 

in the Condensed

 

Presented in

 

the Condensed

 

 

 

 

 

 

 

Consolidated

 

the Condensed

 

Consolidated Statement

 

 

 

 

 

 

 

Statement of

 

Consolidated

 

of Financial Condition

 

 

 

 

 

Gross Amounts

 

Financial

 

Statement of

 

Cash or Financial

 

 

 

 

 

of Recognized

 

Condition

 

Financial Condition

 

Instruments

 

Net Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Offsetting of Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities segregated for regulatory purposes—purchased under agreements to resell

 

$

1,630 

 

$

 —

 

$

1,630 

 

$

(1,630)

 

$

 —

Securities borrowed

 

 

3,384 

 

 

 

 —

 

 

3,384 

 

 

(3,312)

 

 

72 

Securities purchased under agreements to resell

 

 

215 

 

 

 

 —

 

 

215 

 

 

(215)

 

 

 —

Financial Instruments owned, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

1,784 

 

 

 

 —

 

 

1,784 

 

 

(1,643)

 

 

141 

Warrants and discount certificates

 

 

55 

 

 

 

 —

 

 

55 

 

 

(2)

 

 

53 

Currency forward contracts

 

 

 

 

 

 —

 

 

 

 

 —

 

 

Total

 

$

7,071 

 

 

$

 —

 

$

7,071 

 

$

(6,802)

 

$

269 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Offsetting of Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities loaned

 

$

2,724 

 

 

$

 —

 

$

2,724 

 

$

(2,632)

 

$

92 

Financial instruments sold, but not yet purchased, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

1,736 

 

 

 

 —

 

 

1,736 

 

 

(1,643)

 

 

93 

Warrants and discount certificates

 

 

 

 

 

 —

 

 

 

 

(2)

 

 

 —

Currency forward contracts

 

 

 

 

 

 —

 

 

 

 

 —

 

 

Total

 

$

4,464 

 

 

$

 —

 

$

4,464 

 

$

(4,277)

 

$

187 

 

20

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Amounts Offset

 

Net Amounts

 

Amounts Not Offset in

 

 

 

 

 

 

 

 

 

in the Condensed

 

Presented in

 

the Condensed

 

 

 

 

 

 

 

Consolidated

 

the Condensed

 

Consolidated Statement

 

 

 

 

 

 

 

Statement of

 

Consolidated

 

of Financial Condition

 

 

 

 

 

Gross Amounts

 

Financial

 

Statement of

 

Cash or Financial

 

 

 

 

 

of Recognized

 

Condition

 

Financial Condition

 

Instruments

 

Net Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Offsetting of Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities segregated for regulatory purposes—purchased under agreements to resell

 

$

3,874 

 

$

 —

 

$

3,874 

 

$

(3,874)

 

$

 —

Securities borrowed

 

 

3,660 

 

 

 

 —

 

 

3,660 

 

 

(3,564)

 

 

96 

Securities purchased under agreements to resell

 

 

386 

 

 

 

 —

 

 

386 

 

 

(386)

 

 

 —

Financial Instruments owned, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

1,209 

 

 

 

 —

 

 

1,209 

 

 

(1,150)

 

 

59 

Warrants and discount certificates

 

 

72 

 

 

 

 —

 

 

72 

 

 

(1)

 

 

71 

Currency forward contracts

 

 

 

 

 

 —

 

 

 

 

 —

 

 

Total

 

$

9,205 

 

 

$

 —

 

$

9,205 

 

$

(8,975)

 

$

230 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Offsetting of Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities loaned

 

$

3,199 

 

 

$

 —

 

$

3,199 

 

$

(3,183)

 

$

16 

Financial instruments sold, but not yet purchased, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

1,197 

 

 

 

 —

 

 

1,197 

 

 

(1,150)

 

 

47 

Warrants and discount certificates

 

 

 

 

 

 —

 

 

 

 

(1)

 

 

 —

Currency forward contracts

 

 

10 

 

 

 

 —

 

 

10 

 

 

 —

 

 

10 

Total

 

$

4,407 

 

 

$

 —

 

$

4,407 

 

$

(4,334)

 

$

73 

 


(1)

As of September 30, 2015 and December 31, 2014, the Company had $1.6 billion and $3.9 billion, respectively, of securities purchased under agreements to resell that were segregated to satisfy regulatory requirements. These securities are included in “Cash and securities—segregated for regulatory purposes” in the condensed consolidated statements of financial condition.

 

Secured Financing Transactions—Maturities and Collateral Pledged

 

The following table presents gross obligations for securities loaned transactions by remaining contractual maturity and class of collateral pledged.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

 

Remaining Contractual Maturity

 

 

Overnight

 

Less than

 

30 – 90

 

Over 90

 

 

 

 

 

and Open

 

30 days

 

days

 

days

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Securities Loaned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Stocks

 

$

2,708 

 

$

-

 

$

-

 

$

 -

 

$

2,708 

 Corporate bonds

 

 

16 

 

 

-

 

 

-

 

 

-

 

 

16 

Total

 

$

2,724 

 

$

 

$

 

$

 

$

2,724 

 

7.   Collateralized Transactions

The Company enters into securities borrowing and lending transactions and agreements to repurchase and resell securities to finance trading inventory, to obtain securities for settlement and to earn residual interest rate spreads. In addition, the Company’s customers pledge their securities owned to collateralize margin loans. Under these transactions, the Company either receives or provides

21

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

collateral, including equity, corporate debt and U.S. government securities. Under many agreements, the Company is permitted to sell or repledge securities received as collateral and use these securities to secure securities purchased under agreements to resell, enter into securities lending transactions or deliver these securities to counterparties to cover short positions.

The Company also engages in securities financing transactions with and for customers through margin lending. Customer receivables generated from margin lending activity are collateralized by customer‑owned securities held by the Company. Customers’ required margin levels and established credit limits are monitored continuously by risk management staff using automated systems. Pursuant to the Company’s policy and as enforced by such systems, customers are required to deposit additional collateral or reduce positions, when necessary to avoid automatic liquidation of their positions.

Margin loans are extended to customers on a demand basis and are not committed facilities. Factors considered in the acceptance or rejection of margin loans are the amount of the loan, the degree of leverage being employed in the customer account and an overall evaluation of the customer’s portfolio to ensure proper diversification or, in the case of concentrated positions, appropriate liquidity of the underlying collateral. Additionally, transactions relating to concentrated or restricted positions are limited or prohibited by raising the level of required margin collateral (to 100% in the extreme case). Underlying collateral for margin loans is evaluated with respect to the liquidity of the collateral positions, valuation of securities, volatility analysis and an evaluation of industry concentrations. Adherence to the Company’s collateral policies significantly limits the Company’s credit exposure to margin loans in the event of a customer’s default. Under margin lending agreements, the Company may request additional margin collateral from customers and may sell securities that have not been paid for or purchase securities sold but not delivered from customers, if necessary. As of September 30, 2015 and December 31, 2014,  approximately $15.9 billion and $17.1 billion, respectively, of customer margin loans were outstanding.

The following table summarizes the amounts related to collateralized transactions as of September 30, 2015 and December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

 

Permitted

 

Sold or

 

Permitted

 

Sold or

 

 

to Repledge

 

Repledged

 

to Repledge

 

Repledged

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Securities lending transactions

 

$

10,334 

 

$

1,966 

 

$

10,907 

 

$

2,366 

Securities purchased under agreements to resell transactions (1)

 

 

1,848 

 

 

1,848 

 

 

4,260 

 

 

4,260 

Customer margin assets

 

 

13,850 

 

 

6,598 

 

 

14,933 

 

 

5,740 

 

 

$

26,032 

 

$

10,412 

 

$

30,100 

 

$

12,366 

(1)

As of  September 30, 2015,  $1.6 billion or 88% (as of  December 31, 2014, $3.9 billion, or 91%), of securities acquired through agreements to resell that are shown as repledged have been deposited in a separate bank account for the exclusive benefit of customers in accordance with SEC Rule 15c3-3.

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements. As of September 30, 2015 and December 31, 2014, the majority of the Company’s U.S. and foreign government securities owned were pledged to clearing organizations.

Financial instruments owned and pledged as collateral, including amounts pledged to affiliates, where the counterparty has the right to repledge, as of  September 30, 2015 and December 31, 2014 are presented in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

(in millions)

Stocks

 

$

719 

 

$

1,860 

U.S. and foreign government securities

 

 

414 

 

 

76 

 

 

$

1,133 

 

$

1,936 

22

 


 

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

8Other Income

As described in Note 2, in the fourth quarter of 2014, nearly all of the currency translation gains and losses related to the Company’s currency diversification strategy were reclassified from trading gains to other income.  Prior period amounts have been reclassified to conform to the current presentation. The components of other income for the three and nine months ended September 30, 2015 and 2014 were:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Payments for order flow

 

$

 

$

 

$

13 

 

$

20 

Market data fees

 

 

 

 

 

 

21 

 

 

21 

Account activity fees

 

 

 

 

 

 

12 

 

 

11 

Risk exposure fees

 

 

 

 

 

 

17 

 

 

Gains (losses) on financial instruments, at fair value and other investments, net

 

 

(4)

 

 

(5)

 

 

31 

 

 

(7)

Gains (losses) from currency diversification strategy, net

 

 

(24)

 

 

(120)

 

 

(186)

 

 

(79)

Other, net

 

 

 

 

 

 

14 

 

 

 

 

$

(1)

 

$

(102)

 

$

(78)

 

$

(25)

 

Payments for order flow are earned from various options exchanges based upon options trading volume originated by the Operating Companies. Market data fees are charged to customers based upon market data services provided and are largely offset by the related cost to obtain the underlying market data from third party vendors.  Risk exposure fees are earned from a small minority of customers’ accounts with positions on which market risk exceeds certain thresholds.  Gains and losses on financial instruments, at fair value and other investments include realized and unrealized gains and losses on financial instruments that are not held for the Company’s market making operations or from securities that are subject to restrictions, and the Company’s interests in the earnings of equity method investees and dividends received on cost‑basis investments. 

 

 

9. Employee Incentive Plans

Return on Investment Dollar Units (“ROI Dollar Units”)

From 1998 through January 1, 2006, IBG LLC granted all non‑member employees ROI Dollar Units, which are redeemable under the amended provisions of the plan, and in accordance with regulations issued by the Internal Revenue Service (Section 409A of the Internal Revenue Code). Upon redemption, the grantee is entitled to accumulated earnings on the face value of the certificate, but not the actual face value. For grants made in 1998 and 1999, grantees may redeem the ROI Dollar Units after vesting on the fifth anniversary of the date of their grant and prior to the tenth anniversary of the date of their grant. For grants made between January 1, 2000 and January 1, 2005, grantees must elect to redeem the ROI Dollar Units upon the fifth, seventh or tenth anniversary date. These ROI Dollar Units have vested at the fifth anniversary of the date of their grant and will continue to accumulate earnings until the elected redemption date. For grants made on or after January 1, 2006, all ROI Dollar Units vested on the fifth anniversary date of their grant and were or will be automatically redeemed. Subsequent to the IPO, no additional ROI Dollar Units have been or will be granted, and noncash compensation to employees will consist primarily of grants of shares of restricted common stock as described below under “2007 Stock Incentive Plan.”

During the second quarter of 2015, this plan was terminated as the Company fully paid its remaining obligation to employees.  Therefore, at September 30, 2015, the Company had no payable to employees for ROI Dollar Units.  As of December 31, 2014, payable to employees for ROI Dollar Units was $3 million and is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.

2007 ROI Unit Stock Plan

In connection with the IPO, the Company adopted the IBG, Inc. 2007 ROI Unit Stock Plan (“ROI Unit Stock Plan”). Under this plan, certain employees of IBG LLC who held ROI Dollar Units, at the employee’s option, elected to invest their ROI Dollar Unit accumulated earnings as of December 31, 2006 in shares of restricted common stock. An aggregate of 1,271,009 shares of restricted common stock (consisting of 1,250,000 shares issued under the ROI Unit Stock Plan and 21,009 shares under the 2007 Stock Incentive Plan, as described below), with a fair value at the date of grant of $38 million were issued to IBG LLC and held as treasury stock, to be distributed to employees in accordance with the following schedule and subject to the conditions below:

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

10% on the date of the IPO (or on the first anniversary of the IPO, in the case of U.S. ROI Unit holders who made the above-referenced elections after December 31, 2006); and

an additional 15% on each of the first six anniversaries of the date of the IPO, assuming continued employment with the Company and compliance with other applicable covenants.

Of the fair value at the date of grant, $18 million represented the accumulated ROI Dollar Unit value elected to be invested by employees in restricted common stock and such amount was accrued for as of December 31, 2006. The remainder was being ratably accrued as compensation expense by the Company from the date of the IPO over the requisite service period represented by the aforementioned distribution schedule.

As of December 31, 2012, compensation costs for the ROI Unit Stock Plan had been fully accrued.  As of September 30, 2015, the Company has 6,377 shares of common stock remaining to be distributed to former employees under the ROI Unit Stock Plan.

2007 Stock Incentive Plan

Under the Company’s 2007 Stock Incentive Plan (the “Stock Incentive Plan”), up to 30 million shares of the Company’s common stock may be granted and issued to directors, officers, employees, contractors and consultants of the Company.  The purpose of the Stock Incentive Plan is to promote the Company’s long‑term financial success by attracting, retaining and rewarding eligible participants.

As a result of the Company’s organizational structure, a description of which can be found on page 4 of the Company’s 2014 Annual Report on Form 10-K, filed with the SEC, in Part I Item 1, there is no dilutive effect upon ownership of common stockholders of issuing shares under the Stock Incentive Plan.  The issuances do not dilute the book value of the ownership of common stockholders since the restricted stock units are granted at market value, and upon their vesting and the related issuance of shares of common stock, the ownership of the IBG, Inc. in IBG LLC, increases proportionately to the shares issued. As a result of such proportionate increase in share ownership, the dilution upon issuance of common stock is borne by IBG LLC’s majority member (i.e., noncontrolling interest), Holdings, and not by IBG, Inc. or its common stockholders.  Additionally, dilution of earnings that may take place after issuance of common stock is reflected in EPS reported in the Company’s financial statements.  The EPS dilution can be neither estimated nor projected, but historically it has not been material.

The Stock Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Compensation Committee has discretionary authority to determine the eligibility to participate in the Stock Incentive Plan and establishes the terms and conditions of the stock awards, including the number of awards granted to each participant and all other terms and conditions applicable to such awards in individual grant agreements. Awards are expected to be made primarily through grants of restricted common stock. Stock Incentive Plan awards are subject to issuance over time and may be forfeited upon the participant’s termination of employment or violation of certain applicable covenants prior to issuance, unless determined otherwise by the Compensation Committee.

The Stock Incentive Plan provides that, upon a change in control, the Compensation Committee may, at its discretion, fully vest any granted but not yet earned awards under the Stock Incentive Plan, or provide that any such granted but not yet earned awards will be honored or assumed, or new rights substituted by the new employer on a substantially similar basis and on terms and conditions substantially comparable to those of the Stock Incentive Plan.

The Company expects to continue to grant awards on or about December 31 of each year to eligible participants as part of an overall plan of equity compensation. Shares of common stock vest, and become distributable to participants in accordance with the following schedule:

10% on the first vesting date, which is on or about May 9 of each year; and

an additional 15% on each of the following six anniversaries of the first vesting, assuming continued employment with the Company and compliance with non-competition and other applicable covenants.

Awards granted to external directors vest, and are distributed, over a five‑year period (20% per year) commencing one year after the date of grant. A total of 22,996 shares have been granted to the external directors cumulatively since the plan inception.

Stock Incentive Plan share grants (excluding 21,009 shares issued pursuant to the ROI Unit Stock Plan described above) and the related fair values since the plan inception are presented in the table below:

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

 

 

 

Date of Grant

 

 

Shares

 

($ millions)

Prior periods (since inception)

 

13,654,494 

 

$

252 

December 31, 2012

 

3,629,960 

 

 

50 

December 31, 2013

 

1,894,046 

 

 

46 

December 31, 2014

 

1,709,968 

 

 

49 

 

 

20,888,468 

 

$

397 

 

Estimated future grants under the Stock Incentive Plan are accrued for ratably during each year (see Note 2).  In accordance with the vesting schedule, outstanding awards vest and are distributed to participants yearly on or about May 9 of each year. At the end of each year, there are no vested awards that remain undistributed.

Compensation expense related to the Stock Incentive Plan recognized in the condensed consolidated statements of comprehensive income was $38 million and $32 million for the nine months ended September 30, 2015 and 2014, respectively. Estimated future compensation costs for unvested awards, net of forfeiture credits, as of September 30, 2015 are $25 million.

 

The following summarizes the Stock Incentive Plan and ROI Unit Stock Plan activities for the nine months ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

 

 

 

 

Incentive Plan

 

ROI Unit

 

 

 

("SIP")

 

Stock Plan

 

 

 

Shares

 

Shares

 

Balance, December 31, 2014

 

10,376,800 

 

9,614 

 

Granted

 

 —

 

 —

 

Forfeited

 

(148,008)

 

 —

 

Distributed

 

(2,484,693)

 

(3,237)

 

Balance, September 30, 2015

 

7,744,099 

 

6,377 

 

 

Awards granted under the stock plans are subject to forfeiture in the event a participant ceases employment with the Company. The stock plans provide that participants who discontinue employment with the Company without cause and continue to meet the terms of the plans’ post‑employment provisions will forfeit 50% of unvested previously granted awards unless the participant is over the age of 59, in which case the participant would be eligible to receive 100% of unvested awards previously granted. Distributions of remaining awards granted on or before January 1, 2009 to former participants will occur within 90 days of the anniversary of the termination of employment date over a five (5) year vesting schedule, 12.5% in each of the first four years and 50% in the fifth year. Distributions of remaining awards granted on or after January 1, 2010 to former participants will occur over the remaining vesting schedule applicable to each grant. Through September 30, 2015, a total of 305,838 shares have been distributed under these post‑employment provisions. These distributions are included in the table above.

10. Income Taxes

Income tax expense for the nine months ended September 30, 2015 and 2014 differs from the U.S. federal statutory rate due primarily to the taxation treatment of income attributable to noncontrolling interests in IBG LLC.  These noncontrolling interests are subject to U.S. taxation as partnerships.  Accordingly, the income attributable to these noncontrolling interests is reported in the condensed consolidated statements of comprehensive income, but the related U.S. income tax expense attributable to these noncontrolling interests is not reported by the Company as it is the obligation of the individual partners.  Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.

Deferred income taxes arise due primarily to the amortization of the deferred tax assets recognized in connection with the common stock offerings (see Note 4), differences in the valuation of financial assets and liabilities, and for other temporary differences arising from the deductibility of compensation and depreciation expenses in different time periods for book and income tax return purposes. 

 

 

As of and for the nine months ended September 30, 2015 and 2014,  the Company had no unrecognized tax and no valuation allowances on deferred tax assets were required. The Company is subject to taxation in the U.S. and various states and foreign

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

jurisdictions. As of September 30, 2015, the Company is no longer subject to U.S. Federal and State income tax examinations for tax years prior to 2010, and to non-U.S. income tax examinations for tax years prior to 2006.

As of September 30, 2015, accumulated earnings held by non‑U.S. subsidiaries totaled $1.0 billion (as of December 31, 2014 $1.0 billion). Of this amount, approximately $0.4 billion (as of December 31, 2014 $0.4 billion) is attributable to earnings of the Company’s foreign subsidiaries that are considered pass‑through entities for U.S. income tax purposes. Since the Company accounts for U.S. income taxes on these earnings on a current basis, no additional U.S. tax consequences would result from the repatriation of these earnings other than that which would be due arising from currency fluctuations between the time the earnings are reported for U.S. tax purposes and when they are remitted. With respect to certain of these subsidiaries accumulated earnings (approximately $0.3 billion as of September 30, 2015 and December 31, 2014, respectively), repatriation would result in additional foreign taxes in the form of dividend withholding tax imposed on the recipient of the distribution or dividend distribution tax imposed on the payor of the distribution. The Company has not provided for its proportionate share of these additional foreign taxes as it does not intend to repatriate these earnings in the foreseeable future. For the same reason, the Company has not provided deferred U.S. tax on cumulative translation adjustments associated with these earnings.

The remainder of the accumulated earnings are attributable to non‑U.S. subsidiaries that are not considered “pass‑through” entities for U.S. tax purposes.  The Company’s U.S. tax basis in the stock of most of these entities exceeds its book basis. Establishing a deferred tax asset pursuant to ASC Topic 740 is not permitted as this difference will not reverse in the foreseeable future. In the instances in which the Company’s book basis were to exceed its U.S. tax basis, no deferred tax liability would be established as the Company would consider the earnings of those entities to be indefinitely reinvested.

11. Commitments, Contingencies and Guarantees

Claims Against Customers

On January 15, 2015, due to the sudden move in the value of the Swiss franc that followed an unprecedented action by the Swiss National Bank, several of the Company's customers who held currency futures and spot positions suffered losses in excess of their deposits with the Company.  The Company took immediate action to hedge its exposure to the foreign currency receivables from these customers. The Company estimates the losses related to this event, net of hedging activity, to be approximately $119 million. The Company is actively pursuing collection of the debts. The ultimate effect of this incident on the Company's results will depend upon the outcome of the Company's debt collection efforts.

 

Litigation

The Company is subject to certain pending and threatened legal actions which arise out of the normal course of business. Litigation is inherently unpredictable, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages.  The Company has not been able to quantify the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement. Management believes that the resolution of these actions will not have a material effect, if any, on the Company’s business or financial condition, but may have a material impact on the results of operations for a given period.

The Company accounts for potential losses related to litigation in accordance with FASB ASC Topic 450, “Contingencies.” As of September 30, 2015 and 2014, reserves provided for potential losses related to litigation matters were not material.

Trading Technologies Matter

On February 3, 2010, Trading Technologies International, Inc. (“Trading Technologies”) filed a complaint in the U.S. District Court for the Northern District of Illinois, Eastern Division, against IBG, Inc., IBG LLC, Holdings, and IB LLC. Thereafter, Trading Technologies dismissed IBG, Inc. and Holdings from the case, leaving only IBG LLC and IB LLC as defendants (the “Defendants”). The operative complaint, as amended, alleges that the Defendants have infringed and continue to infringe twelve U.S. patents held by Trading Technologies. Trading Technologies is seeking, among other things, unspecified damages and injunctive relief (“the Litigation”).

The Defendants filed an answer to Trading Technologies’ amended complaint, as well as related counterclaims. The defendants deny Trading Technologies’ claims, assert that the asserted patents are not infringed and are invalid, and assert several other defenses as well. 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Trading Technologies also filed patent infringement lawsuits against approximately a dozen other companies in the same court, many of which are still pending.  The Litigation was consolidated with the other lawsuits filed by Trading Technologies.

In the second quarter of 2015, the District Court for the Northern District of Illinois, Eastern Division granted the motion request filed by IBG LLC and IB LLC to stay the Litigation pursuant to Section 18(b) of the America Invents Act in light of petitions for Covered Business Method (“CBM”) Review on five asserted patents filed with the U.S. Patent and Trademark Office (“USPTO”).  The CBM petitions were terminated in July 2015.  On July 24, 2015, the District Court granted Trading Technologies motion to lift the stay of the Litigation. 

The case has now moved into the discovery phase.  While it is too early to predict the outcome of the matter, the Company believes it has meritorious defenses to the allegations made in the complaint and intends to defend itself vigorously against them. However, litigation is inherently uncertain and there can be no guarantee that the Company will prevail or that the litigation can be settled on favorable terms. 

Guarantees

Certain of the Operating Companies provide guarantees to securities clearing houses and exchanges which meet the accounting definition of a guarantee under FASB ASC Topic 460, “Guarantees.” Under standard membership agreements, clearing house and exchange members are required to guarantee collectively the performance of other members. Under the agreements, if a member becomes unable to satisfy its obligations, other members would be required to meet shortfalls. In the opinion of management, the Operating Companies’ liability under these arrangements is not quantifiable and could exceed the cash and securities they have posted as collateral. However, the potential for these Operating Companies to be required to make payments under these arrangements is remote. Accordingly, no contingent liability is carried in the condensed consolidated statements of financial condition for these arrangements.

In connection with its retail brokerage business, IB LLC or other electronic brokerage Operating Companies perform securities and commodities execution, clearance and settlement on behalf of their customers for whom they commit to settle trades submitted by such customers with the respective clearing houses. If a customer fails to fulfill its settlement obligations, the respective Operating Company must fulfill those settlement obligations. No contingent liability is carried on the condensed consolidated statements of financial condition for such customer obligations.

Other Commitments

Certain clearing houses, clearing banks and firms used by certain Operating Companies are given a security interest in certain assets of those Operating Companies held by those clearing organizations. These assets may be applied to satisfy the obligations of those Operating Companies to the respective clearing organizations.

12. Segment and Geographic Information

The Company has two operating business segments: electronic brokerage and market making.  These segments are supported by the corporate segment which provides centralized services and executes the Company’s currency diversification strategy.

 

The Company conducts its electronic brokerage business through its Interactive Brokers subsidiaries, which provide electronic execution and clearing services to customers worldwide. The Company conducts its market making business principally through its Timber Hill subsidiaries on the world’s leading exchanges and market centers, primarily in exchange‑traded equities, equity options and equity‑index options and futures.

Significant transactions and balances between the Operating Companies occur, primarily as a result of certain Operating Companies holding exchange or clearing organization memberships, which are utilized to provide execution and clearing services to affiliates. Charges for transactions between segments are designed to approximate full costs.  Intra‑segment and intra‑region income and expenses and related balances have been eliminated in this segment and geographic information to reflect the external business conducted in each segment or geographical region. As described in Note 2, during the fourth quarter of 2014, the Company had taken several steps to improve the transparency of its currency diversification strategy.  The Company reclassified gains and losses from its currency diversification strategy in the corporate segment instead of the market making segment.  To provide meaningful comparisons, prior period amounts have been reclassified for changes in the presentation of currency translation effects. Corporate items include non‑allocated corporate income and expenses that are not attributed to segments for performance measurement, net gains and losses on positions held as part of our overall currency diversification strategy, corporate assets and eliminations.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Management believes that the following information by business segment provides a reasonable representation of each segment’s contribution to total net revenues and income before income taxes for the three months ended September 30, 2015 and 2014, and to total assets as of September 30, 2015 and December 31, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Net revenues

 

 

 

 

 

 

 

 

 

 

 

 

Electronic brokerage

 

$

300 

 

$

245 

 

$

878 

 

$

691 

Market making

 

 

90 

 

 

49 

 

 

229 

 

 

231 

Corporate and eliminations

 

 

(31)

 

 

(123)

 

 

(189)

 

 

(87)

Total net revenues

 

$

359 

 

$

171 

 

$

918 

 

$

835 

Income before taxes

 

 

 

 

 

 

 

 

 

 

 

 

Electronic brokerage

 

$

184 

 

$

155 

 

$

423 

 

$

422 

Market making

 

 

46 

 

 

 

 

103 

 

 

99 

Corporate and eliminations

 

 

(28)

 

 

(122)

 

 

(195)

 

 

(89)

Total income before income taxes

 

$

202 

 

$

40 

 

$

331 

 

$

432 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

(in millions)

Segment Assets

 

 

 

 

 

 

Electronic brokerage

 

$

42,323 

 

$

38,280 

Market making

 

 

10,691 

 

 

12,173 

Corporate

 

 

(5,788)

 

 

(7,068)

Total assets

 

$

47,226 

 

$

43,385 

 

The Company operates its automated global business in the U.S. and international markets on more than 100 electronic exchanges and market centers. A significant portion of the Company’s net revenues are generated by subsidiaries operating outside the U.S.  International operations are comprised of electronic brokerage and market making activities in 25 countries in Europe, Asia and the Americas (outside the U.S.).  In the first quarter of this year, the Company changed the presentation of its geographic segments, moving the companies and eliminations that were in the corporate segment to their respective geographic region.  To provide meaningful comparison, prior period amounts have been reclassified for this change in presentation.  The following table presents total net revenues and income before income taxes by geographic area for the three months ended September 30, 2015 and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Net revenues

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

261 

 

$

121 

 

$

640 

 

$

650 

International

 

 

98 

 

 

50 

 

 

278 

 

 

185 

Total net revenues

 

$

359 

 

$

171 

 

$

918 

 

$

835 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

155 

 

$

36 

 

$

198 

 

$

389 

International

 

 

47 

 

 

 

 

133 

 

 

43 

Total income before income taxes

 

$

202 

 

$

40 

 

$

331 

 

$

432 

 

 

 

13. Regulatory Requirements

As of September 30, 2015, aggregate excess regulatory capital for all of the Operating Companies was $3.4 billion.

IB LLC and TH LLC are subject to the Uniform Net Capital Rule (Rule 15c3‑1) under the Exchange Act and the Commodities and Futures Trading Commission’s minimum financial requirements (Regulation 1.17), and THE is subject to the Swiss Financial Market Supervisory Authority eligible equity requirement. Additionally, IBHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, THA is subject to the Australian Stock Exchange liquid capital requirement, THLI is subject to the

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Financial Market Authority Liechtenstein eligible capital requirements, THC and IBC are subject to the Investment Industry Regulatory Organization of Canada risk adjusted capital requirement, IBUK is subject to the U.K. Financial Conduct Authority  Capital Requirements Directive, IBI is subject to the National Stock Exchange of India net capital requirements and IBSJ is subject to the Japanese Financial Supervisory Agency capital requirements. The following table summarizes capital, capital requirements and excess regulatory capital.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Capital/

 

 

 

 

 

 

 

 

Eligible Equity

 

Requirement

 

Excess

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

IB LLC

 

$

2,322 

 

$

246 

 

$

2,076 

TH LLC

 

 

373 

 

 

 

 

372 

THE

 

 

614 

 

 

201 

 

 

413 

Other regulated Operating Companies

 

 

526 

 

 

24 

 

 

502 

 

 

$

3,835 

 

$

472 

 

$

3,363 

 

Regulatory capital requirements could restrict the Operating Companies from expanding their business and declaring dividends if their net capital does not meet regulatory requirements. Also, certain entities within the Company are subject to other regulatory restrictions and requirements.

As of September 30, 2015,  all of the regulated Operating Companies were in compliance with their respective regulatory capital requirements.

 

14. Related Party Transactions

Receivable from affiliate, reported in other assets in the condensed consolidated statement of financial condition, represents amounts advanced to Holdings and payable to affiliate represents amounts payable to Holdings under the Tax Receivable Agreement (see Note 4).

Included in receivables from and payables to customers in the condensed consolidated statements of financial condition as of September 30, 2015 and December 31, 2014 were accounts receivable from directors, officers and their affiliates of $58 million and $152 million and payables of $1,113 million and $274 million, respectively.  The Company may extend credit to these related parties in connection with margin loans. Such loans are (i) made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company, and (iii) do not involve more than the normal risk of collectability or present other unfavorable features.

 

15. Subsequent Events

As required by FASB ASC Topic 855, “Subsequent Events”, the Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date the condensed consolidated financial statements were issued.

Except as disclosed in Note 4, no recordable or disclosable events occurred.

 

 

****

 

 

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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes in Item 1, included elsewhere in this report. In addition to historical information, the following discussion also contains forward‑looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward‑looking statements as a result of certain factors, including those set forth under the heading Risk Factors in our Annual Report on Form 10‑K filed with the Securities Exchange Commission (“SEC”) on March 2, 2015 and elsewhere in this report.

Introduction

IBG, Inc. (the “Company”) is a holding company whose primary asset is its ownership of approximately 15.7% of the membership interests in IBG LLC.  The remaining approximately 84.3% of IBG LLC membership interests are held by IBG Holdings LLC (“Holdings”), a holding company that is owned by our founder, Chairman and Chief Executive Officer, Mr. Thomas Peterffy and his affiliates, management and other employees of IBG LLC, and certain other members.  The below table shows the amount of IBG LLC membership interests held by IBG, Inc. and Holdings as of September 30, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public

 

Holdings

 

Total

Ownership %

15.7% 

 

84.3% 

 

100.0% 

Membership interests

63,739,271 

 

343,290,504 

 

407,029,775 

 

We are an automated global electronic broker and market maker.  We custody and service accounts for hedge and mutual funds, Registered Investment Advisors, proprietary trading groups, introducing brokers and individual investors.  We specialize in routing orders and executing and processing trades in securities, futures and foreign exchange instruments on more than 100 electronic exchanges and market centers around the world. Since our inception in 1977, we have focused on developing proprietary software to automate broker‑dealer functions. The advent of electronic exchanges in the last 25 years has provided us with the opportunity to integrate our software with an increasing number of exchanges and trading venues into one automatically functioning, computerized platform that requires minimal human intervention. 

 

When we use the terms “we,” “us,” and “our,” we mean IBG, Inc. and its subsidiaries for the periods presented.

 

Business Segments

The Company reports its results in two operating business segments, electronic brokerage and market making. These segments are analyzed separately as these are the two principal business activities from which we derive our revenues and to which we allocate resources.

Electronic Brokerage.  We conduct our electronic brokerage business through our Interactive Brokers (“IB”) subsidiaries. As an electronic broker, we execute, clear and settle trades globally for both institutional and individual customers. Capitalizing on the technology originally developed for our market making business, our systems provide our customers with the capability to monitor multiple markets around the world simultaneously and to execute trades electronically in these markets at a low cost, in multiple products and currencies from a single trading account. We offer our customers access to all classes of tradable, primarily exchange‑listed products, including stocks, bonds, options, futures, forex and mutual funds traded on more than 100 electronic exchanges and market centers in 24 countries around the world and 21 currencies, seamlessly.  The emerging complexity of multiple trading venues provided us with the opportunity of building and continuously adapting our order routing software to secure excellent execution prices.  This has become our major focus.

Our customer base is diverse, with respect to geography and segments.  Currently, more than half of our customers are located outside the U.S., residing in over 190 countries.  More than 50% of our customers’ equity is from institutional accounts, including hedge funds, financial advisors, proprietary trading desks and introducing brokers.  We have developed specialized products and services that have been successful in attracting these accounts.  For example, we offer prime brokerage services, including capital introduction and securities lending to hedge funds; and our model portfolio technology, automated share allocation and rebalancing tools are particularly attractive to financial advisors.  We provide a host of analytical tools such as the Probability LabR, which allows our customers to analyze option strategies under various market assumptions.  The IB Investors’ MarketplaceSM allows wealth advisors to search for money managers and assign them to client accounts based on their investment strategy.  In addition, IB EmployeeTrackSM is widely used by compliance officers of financial institutions to streamline the process of tracking their employees’ brokerage activities.

 

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Market Making.  We conduct our market making business mainly through our Timber Hill subsidiaries. As one of the largest market makers on many of the worlds leading exchanges, we provide liquidity by offering competitively tight bid/offer spreads over a broad base of over one million tradable, exchange‑listed products. As principal, we commit our own capital and derive revenues or incur losses from the difference between the price paid when securities are bought and the price received when those securities are sold. Because we provide continuous bid and offer quotations and we are continuously both buying and selling quoted securities, we may have either a long or a short position in a particular product at a given point in time. Our entire portfolio is evaluated each second and continuously rebalanced throughout the trading day, thus minimizing the risk of our portfolio at all times. This real‑time rebalancing of our portfolio, together with our real‑time proprietary risk management system, enables us to curtail risk and to be profitable in both up‑market and down‑market scenarios.  In the past several years our market making business has suffered from competitive pressures and along with the rapid increase of our electronic brokerage business, its significance has diminished.

The operating business segments are supported by our corporate segment which provides centralized services and executes our currency diversification strategy.

 

Executive Overview

Third Quarter Results: Diluted earnings per share were $0.35 for the quarter ended September 30, 2015 (“current quarter”), compared to diluted earnings per share of $0.05 for the quarter ended September 30, 2014 (“prior year quarter”). The calculation of diluted earnings per share is detailed in Note 4 to the condensed consolidated financial statements elsewhere in this report.  

On a comprehensive basis, which includes other comprehensive income (“OCI”), diluted earnings per share were $0.23 for the current quarter, compared to a  diluted loss per share of $0.13 for the prior year quarter. 

 

In connection with our currency diversification strategy, we have determined to base our net worth in GLOBALs, a basket of 16 major currencies in which we hold our equity. As a result, as of September 30, 2015, approximately 58% of our equity is denominated in currencies other than U.S. dollar. In the current quarter, our currency diversification strategy decreased our comprehensive earnings by $76 million, as the U.S. dollar value of the GLOBAL decreased by approximately 1.5%. The effects of our currency diversification strategy are reported as components of (1) other income in the condensed consolidated statement of comprehensive income and (2) as OCI in the condensed consolidated statement of financial condition and the condensed consolidated statement of comprehensive income.  The full effect of the GLOBAL is captured in comprehensive income.

 

Consolidated: For the current quarter, our net revenues were $359 million and the income before income taxes was $202 million, compared to net revenues of $171 million and income before income taxes of $40 million in the prior year quarter.  The increase in net income was driven mainly by trading gains, which increased $45 million, or 107%; commission and execution fees, which increased $34 million, or 26%; and other income, which increased $101 million, or 99%, due to lower translation losses; partially offset by execution and clearing expense which increased $11 million, or 21%, and employee compensation expense, which increased $7 million, or 14%, in the current quarter. Our pre-tax profit margin for the current quarter was 56%, compared to 23% in the prior year quarter. For the current quarter, electronic brokerage accounted for 80% and market making accounted for 20% of the combined income before income taxes.

 

Electronic Brokerage:  For the current quarter, income before income taxes in our electronic brokerage segment increased 19% compared to the prior year quarter, mainly due to higher commissions and execution fees, which increased by 26% on higher customer trade volumes, and higher net interest income, which increased by 11%, driven by higher average customer margin borrowings and customer cash balances which were invested in interest-bearing instruments (e.g., U.S. government securities) during the current quarter. Pre-tax profit margin decreased to 61% from 63% in the prior year quarter. Customer accounts grew 18% and customer equity increased 13% from the prior year quarter. Total Daily Average Revenue Trades (“DARTs”) for cleared and execution‑only customers increased 28% to 683 thousand in the current quarter, compared to 534 thousand in the prior year quarter.

 

Market Making: For the current quarter, income before income taxes in our market making segment increased 557% compared to the prior year quarter, as trading gains were favorably impacted by higher volatility levels and active trading in the late-August period. Pre-tax profit margin increased to 51% from 14% in the prior year quarter.

 

Nine Month Results: Diluted earnings per share were $0.52 for the nine months ended September 30, 2015 (“current nine month period”), compared to diluted earnings per share of $0.65 for the nine months ended September 30, 2014 (“prior year nine month period”). The calculation of diluted earnings per share is detailed in Note 4 to the condensed consolidated financial statements elsewhere in this report.  

On a comprehensive basis, which includes OCI, diluted earnings per share were $0.44 for the current nine month period, compared to diluted earnings per share of $0.50 for the prior year nine month period. 

 

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The results for the current nine month period were negatively impacted by a $119 million net loss due to the sudden move in the value of the Swiss franc, as described below; and a $220 million loss on our currency diversification strategy due to the strengthening of the U.S. dollar against other major currencies. At September 30, 2015 the value of the GLOBAL as measured in U.S. Dollars had decreased approximately 7.1% compared to September 30, 2014.

 

Consolidated: For the current nine month period, our net revenues were $918 million and the income before income taxes was $331 million, compared to net revenues of $835 million and income before income taxes of $432 million in the prior year nine month period.  The decrease in net income was driven mainly by higher losses on our currency diversification strategy and unsecured customer losses caused by the sudden move in the value of the Swiss franc, as further described below, partially offset by higher commissions and execution fees, which increased $79 million, or 20%, and net interest income, which increased $52 million, or 20%. Our pre-tax profit margin for the current nine month period was 36%, compared to 52% in the prior year nine month period.

 

For the current nine month period, excluding the effects of our currency diversification strategy and the Swiss franc related customer losses, our core results as compared to the prior year nine month period on the same basis were as follows: net revenues were $1,086 million, up 19%; non-interest expenses were $450 million, up 12%; and income before income taxes was $636 million, up 24%.  

 

Electronic Brokerage:  For the current nine month period, income before income taxes in our electronic brokerage segment was up slightly compared to the prior year nine month period.  Commissions and execution fees increased by 20% on higher customer trade volumes, and net interest income increased by 25% from the prior year nine month period, driven by higher average customer margin borrowings and customer cash balances which were invested in interest-bearing instruments (e.g., U.S. government securities) during the current nine month period; offset by unsecured customer losses caused by the sudden move in the value of the Swiss franc as further described below.  Pre-tax profit margin decreased to 48% from 61% in the prior year nine month period. Customer accounts grew 18% and customer equity increased 13% from the prior year nine month period. Total DARTs for cleared and execution‑only customers increased 18% to 649 thousand in the current nine month period, compared to 548 thousand in the prior year nine month period.

 

Sudden Move in the Value of the Swiss Franc

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014, on January 15, 2015, due to the sudden move in the value of the Swiss franc that followed an unprecedented action by the Swiss National Bank, several of our customers who held currency futures and spot positions suffered losses in excess of their deposits with us. We took immediate action to hedge our exposure to the foreign currency receivables from these customers. During the first quarter of 2015, we incurred losses, net of hedging activity, of $119 million. We are actively pursuing collection of these debts. The ultimate effect of this incident on our results will depend upon the outcome of our debt collection efforts.    

 

Market Making: For the current nine month period, income before income taxes in our market making segment increased 4% compared to the prior year nine month period, as trading gains continue to reflect the impact of intense competition and generally low volatility levels, despite volatility levels spiking briefly at the end of August. Pre-tax profit margin increased to 45% from 43% in the prior year nine month period.

Presentation of Foreign Currency Effects

In the fourth quarter of 2014, we took several steps to improve the transparency of our currency strategy, as a result of which nearly all currency translation gains and losses related to the GLOBAL are reported as other income instead of trading gains and these gains and losses are reported in the corporate segment instead of the market making segment. 

 

These actions isolate the income statement effects of our currency diversification strategy in the corporate segment, thereby providing a clearer picture of the core operating results in the market making segment. For comparative purposes, certain reclassifications have been made to previously reported amounts to conform with the current presentation. These changes had no effect on total consolidated net revenues or on net income.

 

32

 


 

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Trading Volumes

 

The following tables present historical trading volumes for our business. However, volumes are not the only drivers in our business.

 

TRADE VOLUMES:

(in 000s, except %)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerage

 

 

 

 

 

 

 

 

 

 

Market

 

 

 

Brokerage

 

 

 

Non

 

 

 

 

 

 

 

Avg. Trades

 

 

Making

 

%

 

Cleared

 

%

 

Cleared

 

%

 

Total

 

%

 

per U.S.

Period

 

Trades

 

Change

 

Trades

 

Change

 

Trades

 

Change

 

Trades

 

Change

 

Trading Day

2012

 

60,421 

 

 

 

150,000 

 

 

 

16,118 

 

 

 

226,540 

 

 

 

904 

2013

 

65,320 

 

8% 

 

173,849 

 

16% 

 

18,489 

 

15% 

 

257,658 

 

14% 

 

1,029 

2014

 

64,530 

 

-1%

 

206,759 

 

19% 

 

18,055 

 

-2%

 

289,344 

 

12% 

 

1,155 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q2014

 

17,864 

 

 

 

49,636 

 

 

 

4,282 

 

 

 

71,782 

 

 

 

1,130 

3Q2015

 

18,696 

 

5% 

 

65,333 

 

32% 

 

5,266 

 

23% 

 

89,295 

 

24% 

 

1,395 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q2015

 

14,852 

 

 

 

58,458 

 

 

 

4,060 

 

 

 

77,370 

 

 

 

1,228 

3Q2015

 

18,696 

 

26% 

 

65,333 

 

12% 

 

5,266 

 

30% 

 

89,295 

 

15% 

 

1,395 

 

CONTRACT AND SHARE VOLUMES:

(in 000s, except %)

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

%

 

Futures

 

%

 

Stocks

 

%

Period

 

(contracts)

 

Change

 

(contracts)

 

Change

 

(shares)

 

Change

2012

 

698,140 

 

 

 

98,801 

 

 

 

65,872,960 

 

 

2013

 

659,673 

 

-6%

 

121,776 

 

23% 

 

95,479,739 

 

45% 

2014

 

631,265 

 

-4%

 

123,048 

 

1% 

 

153,613,174 

 

61% 

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q2014

 

151,768 

 

 

 

29,352 

 

 

 

36,040,255 

 

 

3Q2015

 

179,786 

 

18% 

 

38,960 

 

33% 

 

41,999,917 

 

17% 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q2015

 

144,188 

 

 

 

34,661 

 

 

 

60,255,458 

 

 

3Q2015

 

179,786 

 

25% 

 

38,960 

 

12% 

 

41,999,917 

 

-30%

 

MARKET MAKING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

%

 

Futures

 

%

 

Stocks

 

%

Period

 

(contracts)

 

Change

 

(contracts)

 

Change

 

(shares)

 

Change

2012

 

457,384 

 

 

 

12,660 

 

 

 

9,339,465 

 

 

2013

 

404,490 

 

-12%

 

18,184 

 

44% 

 

12,849,729 

 

38% 

2014

 

344,741 

 

-15%

 

15,668 

 

-14%

 

12,025,822 

 

-6%

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q2014

 

81,395 

 

 

 

3,542 

 

 

 

3,137,329 

 

 

3Q2015

 

95,754 

 

18% 

 

3,868 

 

9% 

 

4,458,343 

 

42% 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q2015

 

74,533 

 

 

 

3,652 

 

 

 

4,270,738 

 

 

3Q2015

 

95,754 

 

28% 

 

3,868 

 

6% 

 

4,458,343 

 

4% 

 


Notes:

(1)

Futures contract volume includes options on futures

33

 


 

Table of Contents

 

BROKERAGE TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

%

 

Futures

 

%

 

Stocks

 

%

Period

 

(contracts)

 

Change

 

(contracts)

 

Change

 

(shares)

 

Change

2012

 

240,756 

 

 

 

86,141 

 

 

 

56,533,495 

 

 

2013

 

255,183 

 

6% 

 

103,592 

 

20% 

 

82,630,010 

 

46% 

2014

 

286,524 

 

12% 

 

107,380 

 

4% 

 

141,587,352 

 

71% 

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q2014

 

70,373 

 

 

 

25,810 

 

 

 

32,902,926 

 

 

3Q2015

 

84,032 

 

19% 

 

35,092 

 

36% 

 

37,541,574 

 

14% 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q2015

 

69,655 

 

 

 

31,009 

 

 

 

55,984,720 

 

 

3Q2015

 

84,032 

 

21% 

 

35,092 

 

13% 

 

37,541,574 

 

-33%

 

BROKERAGE CLEARED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

%

 

Futures

 

%

 

Stocks

 

%

Period

 

(contracts)

 

Change

 

(contracts)

 

Change

 

(shares)

 

Change

2012

 

144,539 

 

 

 

84,794 

 

 

 

54,371,351 

 

 

2013

 

180,660 

 

25% 

 

101,732 

 

20% 

 

78,829,785 

 

45% 

2014

 

225,662 

 

25% 

 

106,074 

 

4% 

 

137,153,132 

 

74% 

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q2014

 

56,824 

 

 

 

25,559 

 

 

 

31,814,664 

 

 

3Q2015

 

68,018 

 

20% 

 

34,635 

 

36% 

 

36,475,917 

 

15% 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q2015

 

57,867 

 

 

 

30,717 

 

 

 

55,144,248 

 

 

3Q2015

 

68,018 

 

18% 

 

34,635 

 

13% 

 

36,475,917 

 

-34%


Notes:

(1)

Futures contract volume includes options on futures

 

BROKERAGE STATISTICS:

(in 000s, except % and where noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year over Year

 

3Q2015

 

3Q2014

 

% Change

Total Accounts

 

 

322 

 

 

272 

 

18% 

Customer Equity (in billions) *

 

$

62.1 

 

$

54.9 

 

13% 

 

 

 

 

 

 

 

 

 

Cleared DARTs

 

 

620 

 

 

485 

 

28% 

Total Customer DARTs

 

 

683 

 

 

534 

 

28% 

 

 

 

 

 

 

 

 

 

Cleared Customers (in $'s, except DART per account)

 

 

 

 

 

 

 

 

Commission per DART

 

$

4.10 

 

$

4.21 

 

-3%

DART per Avg. Account (Annualized)

 

 

493 

 

 

455 

 

8% 

Net Revenue per Avg. Account (Annualized)

 

$

3,652 

 

$

3,532 

 

3% 

 

 

 

 

 

 

 

 

 

 

 

Consecutive Quarters

 

3Q2015

 

2Q2015

 

% Change

Total Accounts

 

 

322 

 

 

310 

 

4% 

Customer Equity (in billions) *

 

$

62.1 

 

$

66.0 

 

-6%

 

 

 

 

 

 

 

 

 

Cleared DARTs

 

 

620 

 

 

565 

 

10% 

Total Customer DARTs

 

 

683 

 

 

616 

 

11% 

 

 

 

 

 

 

 

 

 

Cleared Customers (in $'s, except DART per account)

 

 

 

 

 

 

 

 

Commission per DART

 

$

4.10 

 

$

4.31 

 

-5%

DART per Avg. Account (Annualized)

 

 

493 

 

 

469 

 

5% 

Net Revenue per Avg. Account (Annualized)

 

$

3,652 

 

$

3,749 

 

-3%


*     Excludes non‑customers.

 

 

 

 

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Table of Contents

 

 

 

Business Environment

The operating environment for our electronic brokerage business continued to exhibit positive trends in the current quarter.  Investor uncertainty, accompanied a downdraft in the equity markets over the latest quarter, and periods of increased volatility led to contraction of margin borrowing but higher trading volumes.

We maintained our position as the largest U.S. electronic broker as measured by number of customer revenue trades.  Customer trading volumes increased 31% over the prior year quarter, driving a 26% increase in commission and execution fees.  New customer account growth continued to gain momentum as total customer accounts increased 18% to 322 thousand accounts, from the prior year quarter.  Institutional customers, such as hedge funds, mutual funds, introducing brokers, proprietary trading groups and financial advisors, comprised approximately 44% of total accounts and approximately 64% of total customer equity at the end of the current quarter.  Our customer base continues to be geographically diversified, as our customers reside in over 190 countries and over 50% of new customers came from outside the U.S.  Average equity per account decreased by 4%, to $193 thousand, compared to the prior year quarter.

Customers continued to take advantage of our low margin lending rates, which are tied to benchmark rates, such as the Federal Funds rate in the U.S.  In the current quarter, our customers paid 0.5% to 1.6% for their USD margin loans with us. After building steadily for a number of quarters, customer margin loans decreased by 9% from the year-ago quarter, as customers responded to the volatile markets by reducing their leverage. In spite of this recent decline in customer margin loans, the electronic brokerage net interest income grew 11% compared to the prior year quarter.

Market making segment results increased in the current quarter, driven by higher volatility levels and active trading in the late-August period, which contributed to a 107% increase in trading gains compared to the prior year quarter.

The following is a summary of the key profit drivers that affect our business and how they compared to the prior year quarter:

Global trading volumes.  According to data received from exchanges worldwide, volumes in exchange‑listed equity‑based options increased by approximately 23% globally, and approximately 11% in the U.S. for the current quarter, as compared to the prior year quarter.  During the current quarter we accounted for approximately 7.8% (8.1% in the prior year quarter) of the exchange‑listed equity‑based options (including options on ETFs and stock index products) volume traded worldwide and approximately 11.5%  (10.9%  in the prior year quarter) of exchange‑listed equity‑based options volume traded in the U.S. It is important to note that this metric is not directly correlated with our profits.  

Volatility.  Our market making profits are generally correlated with market volatility since we typically maintain an overall long volatility position, which protects us against a severe market dislocation in either direction. Based on the Chicago Board Options Exchange Volatility Index (“VIX®”), the average volatility increased to 19.2 in current quarter, a 48% increase from the average of 13.0 in the prior year quarter.

The ratio of actual to implied volatility is also meaningful to our results, since the cost of hedging our positions is based on implied volatility, while our trading profits are, in part, based on actual market volatility.   A higher ratio is generally favorable and a lower ratio generally has a negative effect on our trading gains. This ratio averaged approximately 109% during the current quarter,  compared to an average of approximately 72% in the prior year quarter, rising above 100% for the first time since the third quarter of 2011.

Currency fluctuations. As a global electronic broker and market maker trading on exchanges around the world in multiple currencies, we are exposed to foreign currency risk. We actively manage this exposure by keeping our net worth in the GLOBAL, in order to diversify our risk and to align our hedging strategy with the currencies that we use in our business. Since we report our financial results in U.S. dollars, the change in the value of the GLOBAL to the U.S. dollar affects our earnings. The value of the GLOBAL, as measured in U.S. dollars, during the current quarter decreased 1.5% compared to its value at June 30, 2015, and as a result had a negative impact on our comprehensive earnings for the current quarter. A discussion of our approach for managing foreign currency exposure is contained in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled Quantitative and Qualitative Disclosures about Market Risk.

See the tables on pages 33-34 of this Quarterly Report on Form 10-Q for additional details regarding our trade volumes, contract and share volumes and brokerage statistics.

Certain Trends and Uncertainties

We believe that our continuing operations may be favorably or unfavorably impacted by the following trends that may affect our financial condition and results of operations.

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Over the past several years, the effects of market structure changes, competition (in particular, from high frequency traders) and market conditions have, during certain periods, exerted downward pressure on bid/offer spreads realized by market makers.

Retail broker‑dealer participation in the equity markets has fluctuated over the past few years due to investor sentiment, market conditions and a variety of other factors. Retail transaction volumes may not be sustainable and are not predictable.

In recent years, in an effort to improve the quality of their executions as well as increase efficiencies, market makers have increased the level of automation within their operations, which may allow them to compete more effectively with us.

Scrutiny of equity and option market makers, hedge funds and soft dollar practices by regulatory and legislative authorities has increased. New legislation or modifications to existing regulations and rules could occur in the future.

Additional consolidation among market centers may adversely affect the value of our smart routing software.

A driver of our market making profits is the relationship between actual and implied volatility in the equities markets. The cost of maintaining our conservative risk profile is based on implied volatility, while our profitability, in part, is based on actual volatility. Hence, our profitability is increased when actual volatility runs above implied volatility and it is decreased when actual volatility falls below implied volatility. Implied volatility tends to lag actual volatility.

See Risk Factors in Part I, Item 1A of our Annual Report on Form 10‑K, filed with the SEC on March 2, 2015, and elsewhere in this report for a discussion of other risks that may affect our financial condition and results of operations.

 

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Table of Contents

 

 

 

Results of Operations

The tables in the period comparisons below provide summaries of our consolidated results of operations. The period‑to‑period comparisons below of financial results are not necessarily indicative of future results.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except share and per share data)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Trading gains (1)

 

$

87 

 

$

42 

 

$

216 

 

$

211 

Commissions and execution fees

 

 

167 

 

 

133 

 

 

473 

 

 

394 

Interest income (1)

 

 

122 

 

 

123 

 

 

356 

 

 

306 

Other income (loss) (1)

 

 

(1)

 

 

(102)

 

 

(78)

 

 

(25)

Total revenues

 

 

375 

 

 

196 

 

 

967 

 

 

886 

Interest expense

 

 

16 

 

 

25 

 

 

49 

 

 

51 

Total net revenues

 

 

359 

 

 

171 

 

 

918 

 

 

835 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Execution and clearing

 

 

63 

 

 

52 

 

 

177 

 

 

158 

Employee compensation and benefits

 

 

56 

 

 

49 

 

 

171 

 

 

156 

Occupancy, depreciation and amortization

 

 

12 

 

 

 

 

33 

 

 

29 

Communications

 

 

 

 

 

 

19 

 

 

18 

General and administrative

 

 

13 

 

 

14 

 

 

42 

 

 

40 

Customer bad debt

 

 

 

 

 

 

145 

 

 

Total non-interest expenses

 

 

157 

 

 

131 

 

 

587 

 

 

403 

Income before income taxes

 

 

202 

 

 

40 

 

 

331 

 

 

432 

Income tax expense

 

 

20 

 

 

 

 

37 

 

 

39 

Net income

 

 

182 

 

 

31 

 

 

294 

 

 

393 

Less net income attributable to noncontrolling interests

 

 

160 

 

 

28 

 

 

262 

 

 

356 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35 

 

$

0.06 

 

$

0.53 

 

$

0.67 

Diluted

 

$

0.35 

 

$

0.05 

 

$

0.52 

 

$

0.65 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,458,655 

 

 

57,099,052 

 

 

60,152,525 

 

 

55,956,615 

Diluted

 

 

64,028,731 

 

 

58,220,070 

 

 

61,646,928 

 

 

57,196,113 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

22 

 

$

 

$

32 

 

$

37 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment, before income taxes

 

 

(8)

 

 

(11)

 

 

(5)

 

 

(9)

Income taxes related to items of other comprehensive income

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Other comprehensive income (loss), net of tax

 

 

(8)

 

 

(11)

 

 

(5)

 

 

(9)

Comprehensive income (loss) available for common stockholders

 

$

14 

 

$

(8)

 

$

27 

 

$

28 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

$

160 

 

$

28 

 

$

262 

 

$

356 

Other comprehensive income - cumulative translation adjustment

 

 

(44)

 

 

(66)

 

 

(29)

 

 

(54)

Comprehensive income (loss) attributable to noncontrolling interests

 

$

116 

 

$

(38)

 

$

233 

 

$

302 

(1)

Certain reclassifications have been made to previously reported amounts to conform with the current presentation of currency translation gains and losses related to our currency diversification strategy.

 

 

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Three Months Ended September 30, 2015 (“current quarter”) compared to the Three Months Ended September 30, 2014 (“prior year quarter”)

Net Revenues

Total net revenues, for the current quarter, increased $188 million, or 110%, to $359 million from $171 million during the prior year quarter. The increase in net revenues was due primarily to lower losses on our currency diversification strategy, and higher trading gains, commissions and execution fees and net interest income. Trading volume is an important driver of revenues and expenses for both our electronic brokerage and market making segments. During the current quarter our volumes in options, futures and stocks increased 18%, 33% and 17%, respectively, compared to the prior year quarter.

Trading Gains.  Trading gains, for the current quarter, increased $45 million, or 107%, to $87 million, compared to the prior year quarter. As market makers, we provide liquidity by buying from sellers and selling to buyers. During the current quarter, our market making operations executed 18.7 million trades, an increase of 5% over the number of trades executed in the prior year quarter. Market making options and futures contract volumes and stock share volume increased 18%, 9% and 42%, respectively.    

Trading gains were favorably impacted by higher volatility levels and active trading in the late-August period. The VIX®, which measures perceived U.S. equity market volatility, increased 48% to 19.2 for the current quarter as compared to 13.0 for the prior year quarter, and the ratio of actual to implied volatility increased to 109% for current quarter as compared to 72% for the prior year quarter.   

Included in trading gains are net dividends. Dividend income and expense arise from holding market making positions over dates on which dividends are paid to shareholders of record. When a stock pays a dividend, its market price is generally adjusted downward to reflect the value paid, which will not be received by those who purchase stock after the ex-dividend date. Hence, the apparent gains and losses due to these price changes, reflecting the value of dividends paid to shareholders, are taken together with the dividends paid and received, respectively, to accurately reflect the results of our market making operations.

Commissions and Execution Fees. Commissions and execution fees, for the current quarter, increased $34 million, or 26%, to $167 million, compared to the prior year quarter, driven by continued customer account growth and increased customer trading activity. Cleared customer options and futures contract volumes and stock share volume increased 20%, 36%,  and 15%, respectively, from the prior year quarter. Total DARTs for cleared and execution-only customers for the current quarter increased 28% to 683 thousand, compared to 534 thousand during the prior year quarter. DARTs for cleared customers, i.e., customers for whom we execute trades as well as clear and carry positions, increased 28% to 620 thousand, for the current quarter, compared to 485 thousand for the prior year quarter. Average commission per DART for cleared customers, for the current quarter,  decreased by 3% to $4.10, compared to $4.21 for the prior year quarter.

Interest Income and Interest Expense. Net interest income (interest income less interest expense), for the current quarter, increased $8 million, or 8%, to $106 million, compared to the prior year quarter. The increase in net interest income was driven by higher average customer margin borrowings and customer cash balances which were invested in interest-bearing instruments (e.g., U.S. government securities).

Net interest income on customer balances increased $13 million compared to the prior year quarter. Average customer cash balances increased by 21%, to $34.3 billion and average customer fully secured margin borrowings increased 7% to $17.8 billion, for the current quarter, compared to $28.4 billion and $16.6 billion, respectively, for the prior year quarter. The average Fed Funds effective rate increased by approximately five basis points to 0.14% for the current quarter, compared to the prior year quarter.

We earn fees on securities loaned and borrowed to support customer long and short stock holdings in margin accounts. In addition, our Stock Yield Enhancement Program provides an opportunity for customers with fully-paid stock to allow us to lend it out. In exchange for lending out their stock, our customers receive generally 50% of the stock loan fees. We place cash collateral securing the loans in the customer’s account.

In the market making segment, as a result of the way we have integrated our market making and securities lending systems, our trading income and our net interest income are interchangeable and depend on the mix of market making positions in our portfolio. When implied interest rates in the equity and equity options and futures markets exceed the actual interest rates available to us, our market making systems tend to buy stock and sell it forward, which produces higher trading gains and lower net interest income. When these rates are inverted, our market making systems tend to sell stock and buy it forward, which produces lower trading gains and higher net interest income.

In the current quarter, average securities borrowed increased by 3%, to $3.4 billion and average securities loaned was unchanged at $3.0 billion, compared to the prior year quarter. Net interest earned from securities lending is also affected by the level of demand for securities positions held by our market making business and our customers. During the current quarter, net fees earned by our

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electronic brokerage and market making segments from securities lending transactions decreased by 9%, or $4 million, compared to the prior year quarter. The majority of the decrease in net interest from securities lending transactions was attributable to the electronic brokerage segment.

Other Income. Other income, for the current quarter,  increased $101 million, or 99%, to $(1) million, compared to the prior year quarter, driven mainly by $96 million lower losses on our currency diversification strategy and a $3 million increase in risk exposure fee income. To improve the transparency of the financial impact of our currency diversification strategy, we report currency translation gains and losses related to the GLOBAL as other income instead of trading gains, as previously presented. A discussion of our approach to managing foreign currency exposure is contained in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.”  

Non‑Interest Expenses

Non-interest expenses, for the current quarter, increased by $26 million, or 20%, to $157 million, compared to the prior year quarter, mainly due to higher execution and clearing expenses, employee compensation expenses and customer bad debt.   

Execution and Clearing. Execution and clearing expenses, for the current quarter, increased $11 million, or 21%, to $63 million, compared to the prior year quarter. The increase is driven by higher trading volumes in options, futures and stocks in both the electronic brokerage and market making segments. 

Employee Compensation and Benefits. Employee compensation and benefits expenses, for the current quarter,  increased by $7 million, or 14%, to $56 million, compared to the prior year quarter,  mainly due to a 12% increase in the number of employees to 1,052, compared to 937 for the prior year quarter.  Approximately 17% of the total increase in the number of employees was due to the acquisition of Covestor, an online investment marketplace, during the second quarter of 2015. Within the operating segments, we continued to add staff in electronic brokerage and reduce staff in market making. As we continue to grow, our focus on automation has allowed us to maintain a relatively small staff. As a percentage of total net revenues, employee compensation and benefits expenses were 16% for the current quarter and 29% for the prior year quarter.

General and Administrative. General and administrative expenses, for the current quarter,  decreased $1 million, or 7%, to $13 million, compared to the prior year quarter mainly due to lower other administrative expenses.

Customer Bad Debt.  Customer bad debt expense was $7 million in the current quarter, due primarily to customer related losses resulting from the market volatility in the late-August period.   

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Nine Months Ended September 30, 2015 (“current nine month period”) compared to the Nine Months Ended September 30, 2014 (“prior year nine month period”)

Net Revenues

Total net revenues, for the current nine month period, increased $83 million or, 10%, to $918 million from $835 million during the prior year nine month period. The increase in net revenues was due primarily to higher commissions and execution fees, net interest income, and trading gains; partially offset by higher losses on our currency diversification strategy, as the U.S. dollar strengthened against the other major currencies. Trading volume is an important driver of revenues and expenses for both our electronic brokerage and market making segments. During the current nine month period our volumes in options, futures and stocks increased 4%, 21% and 18%, respectively, compared to the prior year nine month period.

Trading Gains. Trading gains, for the current nine month period, increased $5 million, or 2%, to $216 million, compared to the prior year nine month period. As market makers, we provide liquidity by buying from sellers and selling to buyers. During the current nine month period, our market making operations executed approximately 49.0 million trades, an increase of 1% over the number of trades executed in the prior year nine month period. Market making options contract volume and stock share volumes increased 2% and 31%, respectively, while futures contract volume was down 10%, compared to the prior year nine month period. 

Trading gains were positively impacted by a market making environment with increased volatility levels compared to the prior year nine month period. The average VIX®, which measures perceived U.S. equity market volatility, increased 22% to 16.5, for the current nine month period compared to the prior year nine month period. The average ratio of actual to implied volatility increased to 89% for current nine month period compared to 75% for the prior year nine month period.  However, neither of these increases was substantial enough to materially impact market making performance, compared to the prior year nine month period.

Included in trading gains are net dividends. Dividend income and expense arise from holding market making positions over dates on which dividends are paid to shareholders of record. When a stock pays a dividend, its market price is generally adjusted downward to reflect the value paid, which will not be received by those who purchase stock after the ex-dividend date. Hence, the apparent gains and losses due to these price changes, reflecting the value of dividends paid to shareholders, are taken together with the dividends paid and received, respectively, to accurately reflect the results of our market making operations.

Commissions and Execution Fees. Commissions and execution fees, for the current nine month period, increased $79 million, or 20%, to $473 million, compared to the prior year nine month period, driven by continued customer account growth and increased customer trading activity. Cleared customer options and futures contract volumes and stock share volumes increased 14%, 26% and 18%, respectively, from the prior year nine month period. Total DARTs for both cleared and execution-only customers for the current nine month period increased 18% to 649, compared to 548 thousand during the prior year nine month period. DARTs for cleared customers, i.e., customers for whom we execute trades as well as clear and carry positions, increased 19% to 592 thousand, for the current nine month period, compared to 498 thousand for the prior year nine month period. Average commission per DART for cleared customers, for the current nine month period,  increased by 1% to $4.15, compared to $4.12 for the prior year nine month period.

Interest Income and Interest Expense. Net interest income (interest income less interest expense), for the current nine month period, increased $52 million, or 20%, to $307 million, compared to the prior year nine month period. The increase in net interest income was driven by higher average customer margin borrowings and customer cash balances which were invested in interest-bearing instruments (e.g., U.S. government securities), and higher net fees earned from securities lending transactions.

Net interest income on customer balances increased $40 million compared to the prior year nine month period. Average customer cash balances increased by 17%, to $32.5 billion and average customer fully secured margin borrowings increased 16% to $18.2 billion, for the current nine month period, compared to $27.7 billion and $15.7 billion, respectively, for the prior year nine month period. The average Fed Funds effective rate increased by approximately five basis points to 0.13% for the current nine month period, compared to the prior year nine month period.

We earn fees on securities loaned and borrowed to support customer long and short stock holdings in margin accounts. In addition, our Stock Yield Enhancement Program provides an opportunity for customers with fully-paid stock to allow us to lend it out. In exchange for lending out their stock, our customers receive generally 50% of the stock loan fees. We place cash collateral securing the loans in the customer’s account.

In the market making segment, as a result of the way we have integrated our market making and securities lending systems, our trading income and our net interest income are interchangeable and depend on the mix of market making positions in our portfolio. When implied interest rates in the equity and equity options and futures markets exceed the actual interest rates available to us, our market making systems tend to buy stock and sell it forward, which produces higher trading gains and lower net interest income.

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When these rates are inverted, our market making systems tend to sell stock and buy it forward, which produces lower trading gains and higher net interest income.

In the current nine month period, average securities borrowed increased by 9%, to $3.4 billion and average securities loaned increased by 7%, to $3.1 billion,  compared to the prior year nine month period. Net interest earned from securities lending is also affected by the level of demand for securities positions held by our market making business and our customers. During the current nine month period, net fees earned by our electronic brokerage and market making segments from securities lending transactions increased by 13%, or $13 million, compared to the prior year nine month period. The majority of the increase in net interest from securities lending transactions was driven by our electronic brokerage segment.

Other Income. Other income, for the current nine month period,  decreased $53 million to a loss of $78 million, compared to the prior year nine month period, driven mainly by a $107 million increase in losses on our currency diversification strategy to a $186 million loss during the current nine month period, compared to a $79 million loss in the prior year nine month period; partially offset by $14 million higher risk exposure fees income, $20 million higher mark-to-market gains on U.S. government securities held in the electronic brokerage segment, and  $18 million gain from our hedging activities to offset our losses related to the Swiss franc event. To improve the transparency of the financial impact of our currency diversification strategy, we report currency translation gains and losses related to the GLOBAL as other income instead of trading gains, as previously presented. A discussion of our approach to managing foreign currency exposure is contained in Part I, Item 3 of this quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.” 

Non‑Interest Expenses

Non-interest expenses, for the current nine month period,  increased by $184 million, or 46%, to $587 million, compared to the prior year nine month period. The increase was mainly due to $137 million customer bad debt expense as a result of the sudden move in the value of Swiss franc as described above in the “Executive Overview” section. Excluding the effects of this unusual loss, non-interest expense for the current nine month period, increased by $47 million, or 12%, to $450 million, compared to the prior year nine month period.

Execution and Clearing. Execution and clearing expenses, for the current nine month period,  increased $19 million, or 12%, to $177 million, as compared to the prior year nine month period. The increase reflects higher trading volumes in options, futures and stocks in both the electronic brokerage and market making segments.

Employee Compensation and Benefits. Employee compensation and benefits expenses, for the current nine month period,  increased $15 million, or 10%, to $171 million, compared to the prior year nine month period, mainly due to a 12% increase in the number of employees to 1,052, compared to 937 for the prior year nine month period. Approximately 17% of the total increase in the number of employees was due to the acquisition of Covestor, an online investment marketplace, during the second quarter of 2015. Within the operating segments, we continued to add staff in electronic brokerage and reduce staff in market making. As we continue to grow, our focus on automation has allowed us to maintain a relatively small staff. As a percentage of total net revenues, employee compensation and benefits expenses were 19% for both the current nine month period and the prior year nine month period.

General and Administrative. General and administrative expenses, for the current nine month period,  increased $2 million, or 5%, to $42 million, compared to the prior year nine month period due to higher advertising expenses.

Customer Bad Debt. The increase in customer bad debt was due primarily to unsecured customer losses of $137 million caused by the sudden move in the value of the Swiss franc, as described above in the “Executive Overview” section, and $7 million caused by the market volatility in the late-August period.

Our operating results, excluding the effects of our currency diversification strategy and the Swiss franc related customer losses, compared the prior year nine month period on the same basis were as follows: net revenues were $1,086 million, up 19%; non-interest expenses were $450 million, up 12%; income before income taxes was $636 million, up 24%; and pre-tax profit margin increased to 59% from 56% for the prior year nine month period. 

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Business Segments

The following table sets forth the net revenues, non-interest expenses and income before income taxes of our business segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Electronic Brokerage

Net revenues (1)

 

$

300 

 

$

245 

 

$

878 

 

$

691 

 

Non-interest expenses

 

 

116 

 

 

90 

 

 

455 

 

 

269 

 

Income before income taxes

 

$

184 

 

$

155 

 

$

423 

 

$

422 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax profit margin

 

 

61% 

 

 

63% 

 

 

48% 

 

 

61% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Making

Net revenues (1)

 

$

90 

 

$

49 

 

$

229 

 

$

231 

 

Non-interest expenses

 

 

44 

 

 

42 

 

 

126 

 

 

132 

 

Income before income taxes

 

$

46 

 

$

 

$

103 

 

$

99 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax profit margin

 

 

51% 

 

 

14% 

 

 

45% 

 

 

43% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate(2)

Net revenues (1)

 

$

(31)

 

$

(123)

 

$

(189)

 

$

(87)

 

Non-interest expenses

 

 

(3)

 

 

(1)

 

 

 

 

 

Income (loss) before income taxes

 

$

(28)

 

$

(122)

 

$

(195)

 

$

(89)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

Net revenues (1)

 

$

359 

 

$

171 

 

$

918 

 

$

835 

 

Non-interest expenses

 

 

157 

 

 

131 

 

 

587 

 

 

403 

 

Income before income taxes

 

$

202 

 

$

40 

 

$

331 

 

$

432 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax profit margin

 

 

56% 

 

 

23% 

 

 

36% 

 

 

52% 

 


(1)

Certain reclassifications have been made to previously reported amounts to conform with the current presentation of the impact of our currency diversification strategy.

(2)

The corporate segment includes corporate related activities, inter-segment eliminations and gains and losses on positions held as part of our overall currency diversification strategy.

 

The following sections discuss the results of our operations by business segment, excluding a discussion of corporate’s income and expense. In the following tables, revenues and expenses directly associated with each segment are included in determining income before income taxes. Due to the integrated nature of the business segments, estimates and judgments have been made in allocating certain revenue and expense items. Transactions between segments generally result from one subsidiary facilitating the business of another subsidiary through the use of its existing trading memberships and clearing arrangements. In such cases, certain revenue and expense items are eliminated to accurately reflect the external business conducted in each segment. Rates on transactions between segments are designed to approximate full costs. In addition to execution and clearing expenses, which are the main cost driver for both the market making and the electronic brokerage segments, each segments operating expenses include: (i) employee compensation and benefits expenses that are incurred directly in support of the businesses, (ii) general and administrative expenses, which include directly incurred expenses for property leases, professional fees, travel and entertainment, communications and information services, equipment, and (iii) indirect support costs (including compensation and other related operating expenses) for administrative services provided by IBG LLC. Such administrative services include, but are not limited to, computer software development and support, accounting, tax, legal and facilities management.

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Electronic Brokerage

The following table sets forth the results of our electronic brokerage operations for the indicated periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Commissions and execution fees

 

$

168 

 

$

133 

 

$

474 

 

$

394 

Interest income (1)

 

 

109 

 

 

101 

 

 

319 

 

 

259 

Other income (1)

 

 

30 

 

 

20 

 

 

107 

 

 

60 

Total revenues

 

 

307 

 

 

254 

 

 

900 

 

 

713 

Interest expense

 

 

 

 

 

 

22 

 

 

22 

Total net revenues

 

 

300 

 

 

245 

 

 

878 

 

 

691 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest expenses

 

 

 

 

 

 

 

 

 

 

 

 

Execution and clearing

 

 

45 

 

 

37 

 

 

125 

 

 

109 

Employee compensation and benefits

 

 

24 

 

 

20 

 

 

72 

 

 

60 

Occupancy, depreciation and amortization

 

 

 

 

 

 

12 

 

 

Communications

 

 

 

 

 

 

 

 

General and administrative

 

 

32 

 

 

27 

 

 

92 

 

 

81 

Customer bad debt

 

 

 

 

 

 

145 

 

 

Total non-interest expenses

 

 

116 

 

 

90 

 

 

455 

 

 

269 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

184 

 

$

155 

 

$

423 

 

$

422 

(1)

Certain reclassifications have been made to previously reported amounts to conform with the current presentation of currency translation gains and losses related to our currency diversification strategy.

Three Months Ended September 30, 2015 (“current quarter”) compared to the Three Months Ended September 30, 2014 (“prior year quarter”)

Electronic brokerage total net revenues, for the current quarter, increased $55 million, or 22%, to $300 million, compared to the prior year quarter, due primarily to higher commission and execution fees, net interest income and other income.

Commissions and execution fees, for the current quarter, increased $35 million, or 26%, as a result of continued customer account growth and increased customer trading activity. Cleared customer options and futures contract volumes and stock share volume increased by 20%, 36%, and 15%, respectively, from the prior year quarter.  Total DARTs for cleared and execution-only customers, for the current quarter, increased 28% to 683 thousand, compared to 534 thousand during the prior year quarter. DARTs from cleared customers, for the current quarter, increased 28% to 620 thousand, compared to 485 thousand during the prior year quarter.

Net interest income, for the current quarter, increased $10 million, or 11% compared to the prior year quarter. The increase in net interest income was attributable to higher net customer interest of $13 million, driven by a $5.9 billion increase in average customer cash balances, which were invested in interest-bearing instruments (e.g., U.S. government securities) and a $1.2 billion increase in average customer margin borrowings; partially offset by lower net fees from securities lending transactions. The average Fed Funds effective rate increased by approximately five basis points to 0.14% for the current quarter, compared to the prior year quarter. Since the end of the prior year quarter, we have increased our investment in U.S. government securities for the purpose of satisfying regulatory requirements, which has improved the yield on the investment of customer funds, thereby increasing net interest income compared to the prior year quarter.

Other income, for the current quarter, increased $10 million, or 50% compared to the prior year quarter, mainly due to $8 million higher mark-to-market gains on U.S. government securities and $3 million higher risk exposure fee income; partially offset by $1 million lower order flow income.    

Non-interest expenses, for the current quarter, increased $26 million, or 29%, compared to the prior year quarter. Within non-interest expenses, execution and clearing expenses increased $8 million, or 22% due to higher trading volumes in options, futures and stocks. Employee compensation and benefits expenses increased $4 million, or 20% due to a 13% rise in the average number of employees. 

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General and administrative expenses increased $5 million, or 19% compared to prior year quarter due to higher administrative and consulting fees. Customer bad debt increased $6 million, or 600%, compared to the prior year quarter, due primarily to customer related losses resulting from the market volatility in the late-August period. As a percentage of total net revenues, non-interest expenses were 39% for the current quarter 37% for the prior year quarter.

Income before income taxes increased $29 million, or 19%, to $184 million for the current quarter from $155 million for the prior year quarter. As a percentage of total net revenues for the electronic brokerage segment, income before income taxes was 61% for the current quarter and 63% for the prior year quarter. 

 

 

Nine Months Ended September 30, 2015 (“current nine month period”) compared to the Nine Months Ended September 30, 2014 (“prior year nine month period”)

Electronic brokerage total net revenues, for the current nine month period, increased $187 million, or 27%, to $878 million, compared to the prior year nine month period, due to higher commission and execution fees, net interest income and other income.

Commissions and execution fees, for the current nine month period, increased $80 million, or 20%, as a result of continued customer account growth and increased customer trading activity. Cleared customer options and futures contract volumes and stock share volume increased by 14%, 26% and 18% from the prior year nine month period. Total DARTs for cleared and execution-only customers, for the current nine month period, increased 18% to 649 thousand, compared to 548 thousand during the prior year nine month period. DARTs from cleared customers, for the current nine month period, increased 19% to 592 thousand, compared to 498 thousand during the prior year nine month period.

Net interest income, for the current nine month period, increased $60 million, or 25% compared to the prior year nine month period. The increase in net interest income was attributable to higher net customer interest of $40 million, driven by a $4.8 billion increase in average customer cash balances, which were invested in interest-bearing instruments (e.g., U.S. government securities), and a $2.6 billion increase in average customer margin borrowings; and higher net fees from securities lending transactions. The average Fed Funds effective rate increased by approximately five basis points to 0.13% for the current nine month period, compared to the prior year nine month period.  Since the end of the prior year nine month period, we have increased our investment in U.S. government securities for the purpose of satisfying regulatory requirements, which has improved the yield on the investment of customer funds, thereby increasing net interest income compared to the prior year nine month period.

Other income, for the current nine month period, increased $47 million, or 78% compared to the prior year nine month period, mainly due to $14 million higher risk exposure fee income, $20 million higher mark-to-market gains on U.S. government securities,  and $18 million gain from our hedging activities to offset our losses related to the Swiss franc event. 

Non-interest expenses, for the current nine month period, increased $186 million, or 69%, compared to the prior year nine month period. The increase was mainly due to $137 million customer bad debt expense as a result of the sudden move in the value of the Swiss franc as described above in the “Executive Overview” section, and $7 million customer bad debt expense due to customer related losses resulting from the market volatility in the late-August period. Within non-interest expenses, execution and clearing expenses increased $16 million, or 15% due to higher trading volume across all product classes.   Employee compensation and benefits expenses increased $12 million, or 20% due to an 11% rise in the average number of employees. General and administrative expenses increased $11 million, or 14%, due to higher other administrative, consulting and advertising expenses. As a percentage of total net revenues, non-interest expenses were 52% for the current nine month period and 39% for the prior year nine month period.

Income before income taxes increased $1 million, or 0.2%, to $423 million for the current nine month period from $422 million for the prior year nine month period. As a percentage of total net revenues for the electronic brokerage segment, income before income taxes was 48% for the current nine month period and 61% for the prior year nine month period. 

Excluding the unusual losses related to the Swiss franc event described above, our core results compared the prior year nine month period on the same basis were as follows:  net revenues were $860 million for the current nine month period, up 24%; non-interest expenses were $318 million, up 18%; income before income taxes was $542 million, up 28%; and pre-tax profit margin was 63%, up from 61%.

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Market Making

The following table sets forth the results of our market making operations for the indicated periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Trading gains  (1)

 

$

87 

 

$

42 

 

$

216 

 

$

211 

Interest income

 

 

13 

 

 

22 

 

 

37 

 

 

47 

Other income (1)

 

 

 

 

 

 

 

 

Total revenues

 

 

101 

 

 

65 

 

 

260 

 

 

260 

Interest expense

 

 

11 

 

 

16 

 

 

31 

 

 

29 

Total net revenues

 

 

90 

 

 

49 

 

 

229 

 

 

231 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest expenses

 

 

 

 

 

 

 

 

 

 

 

 

Execution and clearing

 

 

20 

 

 

15 

 

 

54 

 

 

49 

Employee compensation and benefits

 

 

 

 

10 

 

 

30 

 

 

33 

Occupancy, depreciation and amortization

 

 

 

 

 

 

 

 

Communications

 

 

 

 

 

 

 

 

General and administrative

 

 

12 

 

 

13 

 

 

32 

 

 

38 

Total non-interest expenses

 

 

44 

 

 

42 

 

 

126 

 

 

132 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

46 

 

$

 

$

103 

 

$

99 

(1)

Certain reclassifications have been made to previously reported amounts to conform with the current presentation of currency translation gains and losses related to our currency diversification strategy.

Three Months Ended September 30, 2015 (“current quarter”) compared to the Three Months Ended September 30, 2014 (“prior year quarter”)

Market making total net revenues, for the current quarter, increased $41 million, or 84%, to $90 million, compared to the prior year quarter.  Trading gains, for the current quarter, increased $45 million, or 107% from the prior year quarter. Trading gains were positively impacted by higher average volatility and trading activity in the late-August period.  The VIX® increased to 19.2 in the current quarter up 48% from the prior year quarter, and the ratio of actual to implied volatility rose to 109% for the current quarter from 72% in the prior year quarter.  Options and futures contract volumes and stock share volume increased 18%, 9%, and 42%, respectively, compared to the prior year quarter. 

Net interest income, for the current quarter, decreased by $4 million, or 67%, compared to the prior year quarter.  As described above, our trading gains and our net interest income are interchangeable and depend on the mix of market making positions in our portfolio and on relative interest rates in the stock and options markets. In the current quarter, these factors, together with a reduction in the level of debt securities held for trading, produced less net interest income than in the prior year quarter.

Non-interest expenses, for the current quarter, increased $2 million, or 5%, compared to the prior year quarter. The increase was primarily from a $5 million increase in execution and clearing expenses, partially offset by $1 million decrease in employee compensation and benefits and $1 million decrease in general and administrative expenses during the current quarter, compared to the prior year quarter. The decrease in employee compensation and benefits expense was driven by lower salaries and bonus expense, as we continue to reduce the number of employees in the market making segment. As a percentage of total net revenues, non-interest expenses were 49% for the current quarter and 86% for the prior year quarter.

Income before income taxes increased $39 million, or 557%, to $46 million for the current quarter from $7 million for the prior year quarter. As a percentage of total net revenues for the market making segment, income before income taxes was 51% for the current quarter and 14% for the prior year quarter.

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Nine Months Ended September 30, 2015 (“current nine month period”) compared to the Nine Months Ended September 30, 2014 (“prior year nine month period”)

Market making total net revenues, for the current nine month period, decreased $2 million, or 1%, to $229 million, compared to the prior year nine month period.  Trading gains, for the current nine month period, increased $5 million, or 2% from the prior year nine month period.  Trading gains were positively impacted by higher volatility levels compared to the prior year nine month period.  The average VIX® increased 22% to 16.5 in the current nine month period compared to the prior year nine month period, and the ratio of actual to implied volatility rose to 89% for the current nine month period from 75% in the prior year nine month period. Market making options contract and stock share volume increased by 2% and 31%, respectively, while market making futures contract volume decreased by 10% compared to the prior year nine month period. Although most of these factors moved in a positive direction for market making, their magnitudes were insufficient to have a material effect on our results.   

Net interest income, for the current nine month period, decreased by $12 million, or 67%, compared to the prior year nine month period.  As described above, our trading gains and our net interest income are interchangeable and depend on the mix of market making positions in our portfolio and on relative interest rates in the stock and options markets. In the current nine month period, these factors, together with a reduction in the level of debt securities held for trading, produced less net interest income than in the prior year nine month period.

Non-interest expenses, for the current nine month period, decreased $6 million, or 5%, compared to the prior year nine month period.  The decrease was primarily from $3 million lower employee compensation and benefits expense and $6 million lower general and administrative expenses during the current nine month period, compared to the prior year nine month period.  The decrease in employee compensation and benefits expense was driven by lower salaries and bonuses, as we continue to reduce the number of employees in the market making segment.  General and administrative expenses decreased mainly due to lower administrative and consulting fees. As a percentage of total net revenues, non-interest expenses were 55% for the current nine month period and 57% for the prior year nine month period.

Income before income taxes increased $4 million, or 4%, to $103 million for the current nine month period from $99 million for the prior year nine month period.   As a percentage of total net revenues for the market making segment, income before income taxes was 45% for the current nine month period and 43% for the prior year nine month period.

 

Liquidity and Capital Resources

We maintain a highly liquid balance sheet. The majority of our assets consist of investment of customer funds, collateralized receivables arising from customer‑related and proprietary securities transactions, and exchange‑listed marketable securities, which are marked‑to‑market daily. Collateralized receivables consist primarily of customer margin loans, securities borrowed, and, to a lesser extent receivables from clearing houses for settlement of securities transactions and securities purchased under agreements to resell. At September 30, 2015, total assets were $47.2 billion of which approximately $46.8 billion, or 99.2% were considered liquid.

Daily monitoring of liquidity needs and available collateral levels is undertaken to help ensure that an appropriate liquidity cushion, in the form of unpledged collateral, is maintained at all times. Our ability to quickly reduce funding needs by balance sheet contraction without adversely affecting our core businesses and to pledge additional collateral in support of secured borrowings is continuously evaluated to ascertain the adequacy of our capital base.

We actively manage our excess liquidity and we maintain significant borrowing facilities through the securities lending markets and with banks. As a general practice, we maintain sufficient levels of cash on hand to provide us with a buffer should we need immediately available funds for any reason.

Liability balances in connection with our payables to customers were greater than their respective average monthly balances during the current quarter. Liability balances in connection with our short term borrowings and securities loaned were lower than their respective average monthly balances during the current quarter. Based on our current level of operations, we believe our cash flows from operations, available cash and available borrowings will be adequate to meet our future liquidity needs for more than the next twelve months.

Cash and cash equivalents held by the Companys non‑U.S. operating companies at September 30, 2015 were $431 million ($440 million at December 31, 2014). These funds are primarily intended to finance each individual operating companys local operations, and thus would not be available to fund U.S. domestic operations unless repatriated through payment of dividends to IBG LLC. The Company currently has no intention to repatriate further amounts from non‑U.S. operating companies. In the event dividends were to be paid to the Company in the future by a non‑U.S. operating company, as occurred in connection with the special dividend in December 2010 and, in part,  in December 2012, the Company would be required to accrue and pay income taxes on such dividends to the extent that U.S. income taxes had not been paid previously on the income of the paying company.

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Historically, IBG, Inc.’s consolidated equity has consisted primarily of accumulated retained earnings, which to date have been sufficient to fund our operations and growth. The Company’s consolidated equity increased 2%  to $5.3 billion as of September 30, 2015 as compared to September 30, 2014 due to twelve months of comprehensive earnings, partially offset by distributions and dividends paid during the last four quarters.

Cash Flows 

The following table sets forth our cash flows from operating activities, investing activities and financing activities for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

(in millions)

Net cash provided by operating activities

 

$

627 

 

$

39 

Net cash provided by (used in) investing activities

 

 

(26)

 

 

64 

Net cash used in financing activities

 

 

(248)

 

 

(242)

Effect of exchange rate changes on cash and cash equivalents

 

 

(34)

 

 

(63)

Increase (decrease) in cash and cash equivalents

 

$

319 

 

$

(202)

 

Our cash flows from operating activities are largely a reflection of the size and composition of trading positions held by our market making subsidiaries, and of the changes in customer cash and margin debit balances in our electronic brokerage business. Our cash flows from investing activities are primarily related to capitalized internal software development, purchases and sales of memberships at exchanges where we trade and strategic investments where such investments may enable us to offer better execution alternatives to our current and prospective customers, or create new opportunities for ourselves as market makers or where we can influence exchanges to provide competing products at better prices using sophisticated technology. Our cash flows from financing activities are comprised of short‑term borrowings and capital transactions. Short‑term borrowings from banks are part of our daily cash management in support of operating activities. Other borrowings provide us with flexible sources of excess liquidity and regulatory capital. Capital transactions consist primarily of quarterly dividends beginning in June 2011 and cash distributions paid to Holdings.

Nine months ended September 30, 2015:  Our cash and cash equivalents increased by $319 million to $1.6 billion for the nine months ended September 30, 2015. We raised $627 million in net cash from operating activities. We used net cash of $274 million in our investing and financing activities due primarily to dividends paid to our common stockholders and distributions to Holdings

Nine months ended September 30, 2014:    Our cash and cash equivalents decreased by $202 million to $1.0 billion for the nine months ended September 30, 2014. We raised $39 million in net cash from operating activities. We used net cash of $242 million in our financing activities, due primarily to dividends paid to our common stockholders and distributions to Holdings. Our investing activities provided $64 million in net cash due to net sales of financial instruments held for investment purposes. 

Regulatory Capital Requirements

Our principal operating subsidiaries are subject to separate regulation and capital requirements in the U.S. and other jurisdictions.

TH LLC and IB LLC are subject to the Uniform Net Capital Rule (Rule 15c3‑1) under the Exchange Act and the Commodity Futures Trading Commission’s minimum financial requirements (Regulation 1.17), and THE is subject to the Swiss Financial Market Supervisory Authority eligible equity requirement. Additionally, IBHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, THA is subject to the Australian Stock Exchange liquid capital requirement, THLI is subject to the Financial Market Authority Liechtenstein eligible capital requirements, THC and IBC are subject to the Investment Industry Regulatory Organization of Canada risk adjusted capital requirement, IBUK is subject to the U.K. Financial Conduct Authority  Capital Requirements Directive, IBI is subject to the National Stock Exchange of India net capital requirements and IBSJ is subject to the Japanese Financial Supervisory Agency capital requirements. The following table summarizes capital, capital requirements and excess regulatory capital. See the notes to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10Q for further information regarding our regulated subsidiaries.

At September 30, 2015, aggregate excess regulatory capital for all of the operating companies was $3.4 billion, and all of the operating companies were in compliance with their respective regulatory capital requirements.

 

 

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Net Capital/

 

 

 

 

 

 

 

 

Eligible Equity

 

Requirement

 

Excess

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

IB LLC

 

$

2,322 

 

$

246 

 

$

2,076 

TH LLC

 

 

373 

 

 

 

 

372 

THE

 

 

614 

 

 

201 

 

 

413 

Other regulated Operating Companies

 

 

526 

 

 

24 

 

 

502 

 

 

$

3,835 

 

$

472 

 

$

3,363 

 

Capital Expenditures

Our capital expenditures are comprised of compensation costs of our software engineering staff for development of software for internal use and expenditures for computer, networking and communications hardware. These expenditure items are reported as property and equipment. Capital expenditures for property and equipment were approximately $23 million and $14 million for the nine months ended September 30, 2015 and 2014, respectively. The majority of the increase was related to the acquisition of Covestor in the second quarter of 2015.  In the future, we plan to meet capital expenditure needs as we continue our focus on technology infrastructure initiatives to further enhance our competitive position. We anticipate that we will fund capital expenditures with cash from operations and cash on hand. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either upward or downward) to match our actual performance. If we pursue any strategic acquisitions, we may incur additional capital expenditures.

 

Seasonality

Our businesses are subject to seasonal fluctuations, reflecting varying numbers of market participants at times during the year and varying numbers of trading days from quarter‑to‑quarter, including declines in trading activity due to holidays. Typical seasonal trends may be superseded by market or world events, which can have a significant impact on prices and trading volume.

Inflation

Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had for the three most recent years, and is not likely in the foreseeable future to have, a material impact on our results of operations.

Investments in U.S. government securities

We invest in U.S. government securities for the purpose of satisfying U.S. regulatory requirements.  Sudden increases in interest rates will cause mark-to-market losses on these securities which are recovered if we hold them to maturity, as intended. The impact of changes in interest rates is further described in Part I  Item 3 of this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.”

Strategic Investments and Acquisitions

We periodically engage in evaluations of potential strategic investments and acquisitions. We hold strategic investments in electronic trading exchanges including: Boston Options Exchange, LLC; OneChicago LLC and CBOE Stock Exchange, LLC.

We intend to continue making acquisitions on an opportunistic basis, generally only when the acquisition candidate will, in our opinion, enable us to acquire either technology or customers faster than we could develop them on our own. In May 2015, we completed the acquisition of Covestor, Inc., an online investing marketplace and registered investment advisor with the SEC. Covestor is a pioneer in the online investing business and the first digital asset management company to offer both active and passive investment options. The acquisition solidifies and expands our position as the leading platform for electronic trading and investing, by creating a marketplace that brings investors, wealth managers and money managers together. This acquisition will enable us to further refine our platform to provide a more complete service to robo-advisor companies in general.

Certain Information Concerning Off‑Balance‑Sheet Arrangements

We may be exposed to a risk of loss not reflected in our condensed consolidated financial statements for futures products, which represent our obligations to settle at contracted prices, and may require us to repurchase or sell in the market at prevailing prices. Accordingly, these transactions result in off‑balance sheet risk as our cost to liquidate such futures contracts may exceed the amounts reported in our condensed consolidated statements of financial condition.

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Critical Accounting Policies 

Principles of Consolidation, including Noncontrolling Interests

The condensed consolidated financial statements include the accounts of IBG, Inc. and its majority and wholly owned subsidiaries. As sole managing member of IBG LLC, IBG, Inc. exerts control over IBG LLC’s operations. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, the Company consolidates IBG LLC’s financial statements and records the interests in IBG LLC that it does not own as noncontrolling interests.

We are the sole managing member of IBG LLC and, as such, operate and control all of the business and affairs of IBG LLC and its subsidiaries and as such, consolidate IBG LLCs financial results into our financial statements. We hold approximately 15.7% ownership interest in IBG LLC. Holdings is owned by the original members of IBG LLC and holds approximately 84.3% ownership interest in IBG LLC. Our share of IBG LLC’s net income is approximately 15.7% and similarly, outstanding shares of our common stock, adjusted for certain treasury stock items related to employee stock incentive plans, represent approximately 15.7% of the outstanding membership interests of IBG LLC.

Our policy is to consolidate all other entities in which we own more than 50% unless we do not have control. All inter‑company balances and transactions are eliminated.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on judgment and the best available information at the time. Therefore, actual results could differ materially from those estimates. Such estimates include the allowance for doubtful accounts, valuation of certain investments, compensation accruals, current and deferred income taxes, and estimated contingency reserves.

Valuation of Financial Instruments

Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, securities borrowed, receivable from customers, and receivables from brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are assets which are short‑term in nature and are reported at amounts that approximate fair value. Similarly, all of our financial instrument liabilities that arise from financial instruments sold but not yet purchased, securities sold under agreements to repurchase, securities loaned, payables to customers, and payables to brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are liabilities which are short‑term in nature and are reported at amounts that approximate fair value. Our long and short positions are valued at the last consolidated trade price at the close of regular trading hours, in their respective markets. Given that we manage a globally integrated market making portfolio, we have large and substantially offsetting positions in securities and commodities that trade on different exchanges that close at different times of the trading day. As a result, there may be large and anomalous swings in the value of our positions daily and, accordingly, in our earnings in any period. This is especially true on the last business day of each calendar quarter, although such swings tend to come back into equilibrium on the first business day of the succeeding calendar quarter.

Earnings per Share

Earnings per share (“EPS”) are computed in accordance with FASB ASC Topic 260, “Earnings per Share.”  Basic EPS is computed by dividing the net income available for common stockholders by the weighted average number of shares outstanding for that period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of the basic EPS and, in addition, reflects the dilutive effect of shares of common stock estimated to be distributed in the future under the Company’s stock-based compensation plans, with no adjustments to net income available for common stockholders for dilutive potential common shares.

Stock‑Based Compensation

The Company follows FASB ASC Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”), to account for its stock‑based compensation plans. ASC Topic 718 requires all share‑based payments to employees to be recognized in the condensed consolidated financial statements using a fair value‑based method. Grants, which are denominated in U.S. dollars, are communicated to employees in the year of grant, thereby establishing the fair value of each grant. The fair value of awards granted to employees are generally expensed as follows: 50% in the year of grant in recognition of plan forfeiture provisions (as described below) and the remaining 50% over the related vesting period utilizing the “graded vesting” method permitted under ASC Topic 718. In the case of “retirement eligible” employees (those employees older than 59), 100% of awards are expensed when granted.

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Awards granted under stock‑based compensation plans are subject to forfeiture in the event an employee ceases employment with the Company. The plans provide that employees who discontinue employment with the Company without cause and continue to meet the terms of the plans’ post‑employment provisions will forfeit 50% of unvested previously granted awards unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of unvested awards previously granted.

Contingencies

Our policy is to estimate and accrue for potential losses that may arise out of litigation and regulatory proceedings, to the extent that such losses are probable and can be estimated, in accordance with FASB ASC Topic 450, Contingencies.”   Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different. Our total liability accrued with respect to litigation and regulatory proceedings is determined on a case‑by‑case basis and represents an estimate of probable losses based on, among other factors, the progress of each case, our experience with and industry experience with similar cases and the opinions and views of internal and external legal counsel. Given the inherent difficulty of predicting the outcome of our litigation and regulatory matters, particularly in cases or proceedings in which substantial or indeterminate damages or fines are sought, or where cases or proceedings are in the early stages, we cannot estimate losses or ranges of losses for cases or proceedings where there is only a reasonable possibility that a loss may be incurred.

We have been from time to time subject to certain pending and threatened legal actions which arise out of the normal course of business. Litigation is inherently unpredictable, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages. We cannot predict with certainty the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement. Consequently, we cannot estimate losses or ranges of losses related to such legal matters, even in instances where it is reasonably possible that a future loss will be incurred. As of September 30, 2015, we, along with certain of our subsidiaries, have been named parties to legal actions, which we and/or such subsidiaries intend to defend vigorously. Although the results of legal actions cannot be predicted with certainty, it is the opinion of management that the resolution of these actions is not expected to have a material adverse effect, if any, on our business or financial condition, but may have a material impact on the results of operations for a given period. As of September 30, 2015 and December 31, 2014, reserves provided for potential losses related to litigation matters were not material.

Income Taxes

We account for income taxes in accordance with FASB ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits are based on enacted tax laws (see Note 10 of the condensed consolidated financial statements) and reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Determining income tax expense requires significant judgments and estimates.

We recognize interest related to income tax matters as interest income or interest expense and penalties related to income tax matters as income tax expense.

Deferred income tax assets and liabilities arise from temporary differences between the tax and financial statements recognition of the underlying assets and liabilities. In evaluating the ability to recover deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax‑planning strategies, and results of recent operations. In projecting future taxable income, historical results are adjusted for changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax‑planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, three years of cumulative operating income (loss) are considered. Deferred income taxes have not been provided for U.S. tax liabilities or for additional foreign taxes on the unremitted earnings of foreign subsidiaries that have been indefinitely reinvested.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. We are not aware of any such changes that would have a material effect on our results of operations, cash flows, or financial position.

We recognize that a tax benefit from an uncertain tax position only when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. A tax position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement.

We record tax liabilities in accordance with ASC Topic 740 and adjust these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the

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ultimate resolution may result in payments that are different from the current estimates of these tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

Recently Issued Accounting Pronouncements

Following is a summary of recently issued FASB Accounting Standards Updates (“ASUs”) that have affected or may affect our consolidated financial statements:

 

 

 

 

 

 

 

 

Affects

 

Status

 

 

 

 

 

ASU 2015-02

 

Consolidation (Topic 810): Amendments to the Consolidation Analysis.

 

Effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

 

 

 

 

 

ASU 2015-08

 

Business Combinations (Topic 805): Pushdown Accounting. Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. Measurement of Certain Transfers Between Entities Under Common Control in the Separate Financial Statements of Each Entity. 

 

The amendments are effective immediately.

 

 

 

 

 

ASU 2015-14

 

Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.  

 

Effective for annual reporting periods beginning after December 15, 2017.

 

 

 

 

 

ASU 2015-16

 

Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.

 

Effective for fiscal years beginning after December 15, 2015.

 

 

 

 

 

 

Adoption of those ASUs that became effective during 2014 and 2015 prior to the issuance of our consolidated financial statements, did not have a material effect on these financial statements.

 

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks. Our exposures to market risks arise from assumptions built into our pricing models, equity price risk, foreign currency exchange rate fluctuations related to our international operations, changes in interest rates which impact our variable‑rate debt obligations, if any, and risks relating to the extension of margin credit to our customers.

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, implied volatilities (the price volatility of the underlying instrument imputed from option prices), correlations or other market factors, such as market liquidity, will result in losses for a position or portfolio. Generally, we incur trading‑related market risk as a result of activities in the market making segment, where the substantial majority of our Value‑at‑Risk (VaR) for market risk exposures is generated. In addition, we incur non‑trading‑related market risk primarily from investment activities and from foreign currency exposure held in the equity of our foreign affiliates, i.e., our non‑U.S. brokerage affiliates and information technology affiliates, and held to meet target balances in our currency diversification strategy.

We use various risk management tools in managing our market risk, which are embedded in our real‑time market making systems. We employ certain hedging and risk management techniques to protect us from a severe market dislocation. Our risk management policies are developed and implemented by our Chairman and our steering committee, which is comprised of senior executives of our various companies. Our strategy is to calculate quotes a few seconds ahead of the market and execute small trades at a tiny but favorable differential as a result. This is made possible by our proprietary pricing model, which evaluates and monitors the risks inherent in our portfolio, assimilates market data and reevaluates the outstanding quotes in our portfolio each second. Our model automatically rebalances our positions throughout each trading day to manage risk exposures on our options and futures positions and the underlying securities, and will price the increased risk that a position would add to the overall portfolio into the bid and offer prices we post. Under risk management policies implemented and monitored primarily through our computer systems, reports to management, including risk profiles, profit and loss analysis and trading performance, are prepared on a real‑time basis as well as daily and periodical bases. Although our market making is completely automated, the trading process and our risk are monitored by a team of individuals who, in real time, observe various risk parameters of our consolidated positions. Our assets and liabilities are marked‑to‑market daily for financial reporting purposes and re‑valued continuously throughout the trading day for risk management and asset/liability management purposes.

We use a covariant VaR methodology to measure, monitor and review the market risk of our market making portfolios, with the exception of fixed income products, and currency exposures. The risk of fixed income products, which comprise primarily U.S. government securities, is measured using a stress test.

Pricing Model Exposure

As described above, our proprietary pricing model, which continuously evaluates and monitors the risks inherent in our portfolio, assimilates market data and reevaluates the outstanding quotes in our entire portfolio each second. Certain aspects of the model rely on historical prices of securities. If the behavior of price movements of individual securities diverges substantially from what their historical behavior would predict, we might incur trading losses. We attempt to limit such risks by diversifying our portfolio across many different options, futures and underlying securities and avoiding concentrations of positions based on the same underlying security. Historically, our losses from these events have been immaterial in comparison to our annual trading profits.

Foreign Currency Exposure

As a result of our international market making activities and accumulated earnings in our foreign subsidiaries, our income and net worth is exposed to fluctuations in foreign exchange rates. Our European operations and some of our Asian operations are conducted by our Swiss subsidiary, THE. THE is regulated by the Swiss Financial Market Supervisory Authority as a securities dealer and its financial statements are presented in Swiss francs. Accordingly, THE is exposed to certain foreign exchange risks as described below:

THE buys and sells futures contracts and securities denominated in various currencies and carries bank balances and borrows and lends such currencies in its regular course of business. At the end of each accounting period THEs assets and liabilities are translated into Swiss francs for presentation in its financial statements. The resulting gains or losses are reported as translation gain or loss in THEs income statement. When we prepare our consolidated financial statements, THEs Swiss franc balances are translated into U.S. dollars for U.S. GAAP purposes. THEs translation gains or losses appear as such on our consolidated statement of comprehensive income, as a component of other income.

THEs net worth is carried on THEs books in Swiss francs in accordance with Swiss accounting standards. At the end of each accounting period, THEs net worth is translated at the then prevailing exchange rate into U.S. dollars and the resulting gain or loss is reported as OCI in our consolidated statement of financial condition and consolidated statement of comprehensive income. To a smaller extent, OCI is also produced by our other non‑U.S. subsidiaries.

Historically, we have taken the approach of not hedging the above exposures, based on the notion that the cost of constantly hedging

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over the years would amount to more than the random impact of rate changes on our non‑U.S. dollar balances. For instance, an increase in the value of the Swiss franc would be unfavorable to the earnings of THE, but would be counterbalanced to some extent by the fact that the yearly translation gain or loss into U.S. dollars is likely to move in the opposite direction.

Since 2005, we have expanded our market making systems to incorporate cash forex and forex options to hedge our currency exposure at little or no cost, and to hedge our currency exposure throughout each day on a continuous basis. The majority of currency spot positions held as part of our currency diversification strategy are regularly transferred from the market making unit to the parent holding company, IBG LLC, where they are held and reported in the corporate segment.  In connection with the development of our currency diversification strategy, we determined to base our net worth in GLOBALs, a basket of currencies. Periodically, we re‑evaluate the composition of the GLOBAL; in 2011 we expanded the composition of the GLOBAL from six to 16 currencies. The table below shows a comparison of the U.S. dollar equivalent of the GLOBAL as of September 30, 2015 and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 9/30/2014

 

As of 9/30/2015

 

 

 

 

 

 

 

 

GLOBAL in

 

% of

 

Net Equity

 

 

 

GLOBAL in

 

% of

 

Net Equity

CHANGE in

Currency

Composition

 

FX Rate

 

USD Equiv.

 

Comp.

(in USD millions)

 

FX Rate

 

USD Equiv.

 

Comp.

(in USD millions)

% of Comp.

USD

 

0.41 

 

1.0000 

 

 

0.410 

 

39.4% 

 

 

2,043 

 

1.0000 

 

 

0.410 

 

42.4% 

 

 

2,242 

 

3.0% 

EUR

 

0.17 

 

1.2631 

 

 

0.215 

 

20.6% 

 

 

1,070 

 

1.1178 

 

 

0.190 

 

19.7% 

 

 

1,039 

 

-1.0%

JPY

 

10.00 

 

0.0091 

 

 

0.091 

 

8.8% 

 

 

454 

 

0.0083 

 

 

0.083 

 

8.6% 

 

 

456 

 

-0.1%

GBP

 

0.03 

 

1.6213 

 

 

0.049 

 

4.7% 

 

 

242 

 

1.5129 

 

 

0.045 

 

4.7% 

 

 

248 

 

0.0% 

HKD

 

0.25 

 

0.1288 

 

 

0.032 

 

3.1% 

 

 

160 

 

0.1290 

 

 

0.032 

 

3.3% 

 

 

176 

 

0.2% 

CAD

 

0.04 

 

0.8931 

 

 

0.036 

 

3.4% 

 

 

178 

 

0.7513 

 

 

0.030 

 

3.1% 

 

 

164 

 

-0.3%

CHF

 

0.03 

 

1.0470 

 

 

0.031 

 

3.0% 

 

 

157 

 

1.0274 

 

 

0.031 

 

3.2% 

 

 

169 

 

0.2% 

INR

 

2.00 

 

0.0161 

 

 

0.032 

 

3.1% 

 

 

161 

 

0.0153 

 

 

0.031 

 

3.2% 

 

 

167 

 

0.1% 

BRL

 

0.08 

 

0.4087 

 

 

0.033 

 

3.1% 

 

 

163 

 

0.2533 

 

 

0.020 

 

2.1% 

 

 

111 

 

-1.0%

KRW

 

28.00 

 

0.0009 

 

 

0.027 

 

2.6% 

 

 

132 

 

0.0008 

 

 

0.024 

 

2.4% 

 

 

129 

 

-0.1%

AUD

 

0.03 

 

0.8747 

 

 

0.026 

 

2.5% 

 

 

131 

 

0.7019 

 

 

0.021 

 

2.2% 

 

 

115 

 

-0.3%

MXN

 

0.30 

 

0.0745 

 

 

0.022 

 

2.1% 

 

 

111 

 

0.0591 

 

 

0.018 

 

1.8% 

 

 

97 

 

-0.3%

SEK

 

0.09 

 

0.1386 

 

 

0.012 

 

1.2% 

 

 

62 

 

0.1195 

 

 

0.011 

 

1.1% 

 

 

59 

 

-0.1%

NOK

 

0.06 

 

0.1557 

 

 

0.009 

 

0.9% 

 

 

47 

 

0.1174 

 

 

0.007 

 

0.7% 

 

 

39 

 

-0.2%

SGD

 

0.01 

 

0.7839 

 

 

0.008 

 

0.8% 

 

 

39 

 

0.7032 

 

 

0.007 

 

0.7% 

 

 

38 

 

0.0% 

DKK

 

0.04 

 

0.1697 

 

 

0.007 

 

0.7% 

 

 

34 

 

0.1498 

 

 

0.006 

 

0.6% 

 

 

33 

 

0.0% 

 

 

 

 

 

 

 

1.040 

 

100.0% 

 

 

5,185 

 

 

 

 

0.966 

 

100.0% 

 

 

5,282 

 

0.0% 

 

Because we conduct business in many countries and many currencies and because we consider ourselves a global enterprise based in a diversified basket of currencies rather than a U.S. dollar based company, we actively manage our global currency exposure by maintaining our equity in GLOBALs. The U.S. dollar value of the GLOBAL decreased from $ 1.040 to $ 0.966, or -7%,  at September 30, 2015 as compared to September 30, 2014. At September 30, 2015, approximately 58% of our equity was denominated in currencies other than the U.S. dollar.

The effects of our currency diversification strategy appear in two places in the condensed consolidated financial statements: (1) as a component of other income in the condensed consolidated statement of comprehensive income and (2) as OCI in the condensed consolidated statement of financial condition. The full effect of the GLOBAL is captured in the consolidated statement of comprehensive income.

Interest Rate Risk

We had no variable‑rate debt outstanding at September 30, 2015.  

We pay our electronic brokerage customers interest based on benchmark overnight interest rates in various currencies, except for individual customer balances below $10 thousand U.S. dollars, or equivalent. In a normal rate environment, we typically invest a portion of these funds in U.S. government securities with maturities of up to two years. If interest rates were to increase rapidly and substantially, our net interest income would not increase proportionally with the interest rates, for the portion of the funds invested in the U.S. government securities with fixed yields.  In addition, mark-to-market changes in the value of these fixed rate securities are reflected in other income, instead of net interest income.  Based on customer balances and investments outstanding at September 30, 2015, an increase of 0.5% in the U.S. benchmark interest rates would result in a net increase in our net interest income of approximately $53 million on an annualized basis.  If the benchmark rates were to increase by 1.0% from current levels, our net interest income would increase by approximately $6 million on an annualized basis.  We do not approximate mark-to-market impacts

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from interest rate changes; if U.S. government securities whose prices were to fall under these scenarios were held to maturity, as intended, then the reduction in net interest income would be temporary, as the securities would mature at par value.

We also face the potential for reduced net interest income from customer deposits due to interest rate spread compression in a low rate environment.  A decrease of the benchmark interest rates by 0.05%, would reduce our net interest income by approximately $9 million on an annualized basis.

We also face substantial interest rate risk due to positions carried in our market making business to the extent that long or short stock positions may have been established for future or forward dates on options or futures contracts and the value of such positions are impacted by interest rates. We hedge such risks by entering into interest rate futures contracts. To the extent that these futures positions do not perfectly hedge this interest rate risk, our trading gains may be adversely affected. The amount of such risk cannot be quantified.

Dividend Risk

We face dividend risk in our market making business as we derive significant revenues and incur significant expenses in the form of dividend income and expense, respectively, from our substantial inventory of equity securities, and must make significant payments in lieu of dividends on short positions in equity securities within our portfolio. Projected future dividends are an important component of pricing equity options and other derivatives, and incorrect projections may lead to trading losses. The amount of such risk cannot be quantified.

Margin Credit

We extend margin credit to our customers, which is subject to various regulatory requirements. Margin credit is collateralized by cash and securities in the customers accounts. The risks associated with margin credit increase during periods of fast market movements or in cases where collateral is concentrated and market movements occur. During such times, customers who utilize margin credit and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of a liquidation. We are also exposed to credit risk when our customers execute transactions, such as short sales of options and equities that can expose them to risk beyond their invested capital.

We expect this kind of exposure to increase with the growth of our overall business. Because we indemnify and hold harmless our clearing firms from certain liabilities or claims, the use of margin credit and short sales may expose us to significant off‑balance‑sheet risk in the event that collateral requirements are not sufficient to fully cover losses that customers may incur and those customers fail to satisfy their obligations. As of September 30, 2015, we had $15.9 billion in margin credit extended to our customers. The amount of risk to which we are exposed from the margin credit we extend to our customers and from short sale transactions by our customers is unlimited and not quantifiable as the risk is dependent upon analysis of a potential significant and undeterminable rise or fall in stock prices. Our account level margin credit requirements meet or exceed those required by Regulation T of the Board of Governors of the Federal Reserve. As a matter of practice, we enforce real‑time margin compliance monitoring and liquidate customers positions if their equity falls below required margin requirements.

We have a comprehensive policy implemented in accordance with regulatory standards to assess and monitor the suitability of investors to engage in various trading activities. To mitigate our risk, we also continuously monitor customer accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us.

Our credit exposure is to a great extent mitigated by our policy of automatically evaluating each account throughout the trading day and closing out positions automatically for accounts that are found to be under‑margined. While this methodology is effective in most situations, it may not be effective in situations where no liquid market exists for the relevant securities or commodities or where, for any reason, automatic liquidation for certain accounts has been disabled.

Value‑at‑Risk

We estimate VaR using an historical approach, which uses the historical daily price returns of underlying assets as well as estimates of the end of day implied volatility for options. Our one‑day VaR is defined as the unrealized loss in portfolio value that, based on historically observed market risk factors, would have been exceeded with a frequency of one percent, based on a calculation with a confidence interval of 99%.

Our VaR model generally takes into account exposures to equity and commodity price risk and foreign exchange rates.

We use VaR as one of a range of risk management tools. Among their benefits, VaR models permit estimation of a portfolios aggregate market risk exposure, incorporating a range of varied market risks and portfolio assets. One key element of the VaR model

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is that it reflects risk reduction due to portfolio diversification or hedging activities. However, VaR has various strengths and limitations, which include, but are not limited to: use of historical changes in market risk factors, which may not be accurate predictors of future market conditions, and may not fully incorporate the risk of extreme market events that are outsized relative to observed historical market behavior or reflect the historical distribution of results beyond the confidence interval; and reporting of losses in a single day, which does not reflect the risk of positions that cannot be liquidated or hedged in one day. A small proportion of market risk generated by trading positions is not included in VaR. The modeling of the risk characteristics of some positions relies on approximations that, under certain circumstances, could produce significantly different results from those produced using more precise measures. VaR is most appropriate as a risk measure for trading positions in liquid financial markets and will understate the risk associated with severe events, such as periods of extreme illiquidity.

The VaR calculation simulates the performance of the portfolio based on several years of the daily price changes of the underlying assets and determines the VaR as the calculated loss that occurs at the 99th percentile.

Since the reported VaR statistics are estimates based on historical data, VaR should not be viewed as predictive of our future revenues or financial performance or of its ability to monitor and manage risk. There can be no assurance that our actual losses on a particular day will not exceed the indicated VaR or that such losses will not occur more than one time in 100 trading days. VaR does not predict the magnitude of losses which, should they occur, may be significantly greater than the VaR amount.

Stress Test

We estimate the market risk of our fixed income portfolio using a risk analysis model provided by a leading external vendor. This stress test is configured to calculate the change in value of each bond in the portfolio over one day in eight scenarios each of which represents a parallel shift of the U.S. Treasury yield curve. The scenarios are shifts of +/100, +/200 and +/300 basis points. 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective, in all material respects, to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the period covered by this report quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.

 

 

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PART II OTHER INFORMATION

ITEM 1LEGAL PROCEEDINGS

There have been no material changes to the legal proceedings disclosed under Part 1, Item 3 of our Annual Report on Form 10-K filed with the SEC on March 2, 2015 except the following as updated by this Quarterly Reports on Form 10-Q for the quarter ended June 30, 2015. See Note 11 to the unaudited condensed consolidated financial statements.

 

Trading Technologies v. IBG LLC and IB LLC.  In the second quarter of 2015, the District Court for the Northern District of Illinois, Eastern Division granted the motion request filed by IBG LLC and IB LLC to stay the Litigation pursuant to Section 18(b) of the America Invents Act in light of petitions for Covered Business Method (“CBM”) Review on five asserted patents filed with the U.S. Patent and Trademark Office (“USPTO”).  The CBM petitions were terminated in July 2015.  On July 24, 2015, the District Court granted Trading Technologies motion to lift the stay of the Litigation. 

 

The case has now moved into the discovery phase.  While it is too early to predict the outcome of the matter, the Company believes it has meritorious defenses to the allegations made in the complaint and intends to defend itself vigorously against them. However, litigation is inherently uncertain and there can be no guarantee that the Company will prevail or that the litigation can be settled on favorable terms.

 

During our normal course of business, the Company’s regulated operating companies are in discussions with regulators about matters raised during regulatory examinations or otherwise subject to their inquiry. These matters could result in censures, fines or other sanctions. Management believes the outcome of any resulting actions will not be material to the Company’s financial condition, results of operations or cash flows. However, the Company is unable to predict the outcome of these matters.

 

The Company believes, based on current knowledge and after consultation with counsel, that the outcome of the pending matters will not have a material adverse effect on the Company’s condensed consolidated financial statements. Legal reserves have been established in accordance with FASB ASC Topic 450, “Contingencies.” The ultimate resolution may differ from the amounts reserved.

ITEM 1A.  RISK FACTORS    

There have been no material changes to the risk factors disclosed in under Part 1, Item 1A of our Annual Report on Form 10-K filed with the SEC on March 2, 2015.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of IBG LLC membership interests, held by Holdings, by the Company are governed by the Exchange Agreement, a copy of which is filed as Exhibit 10.1 herein. At the time of the Company’s IPO in 2007, three hundred sixty (360) million shares of authorized common stock were reserved for future sales and redemptions.

 

On an annual basis, each holder of a membership interest may request that the liquefiable portion of that holder’s interest be redeemed by Holdings. We expect Holdings to use the net proceeds it receives from such sales to redeem an identical number of Holdings membership interests from the requesting holders.

 

With the consent of Holdings and the Company (on its own behalf and acting as the sole managing member of IBG LLC), IBG LLC agreed in July 2015 to redeem certain membership interests from Holdings through the sale of common stock and the distribution of the proceeds of such sale to the beneficial owners of such membership interests.

 

On July 24, 2015, the Company issued 2,771,778 shares of Class A common stock (with a fair value of $121.3 million) to Holdings, for sale for the benefit of, certain of its members in exchange for membership interests in IBG LLC equal in number to such number of shares of common stock issued by the Company. It is intended that the acquired shares will be sold for the benefit of certain of the members of Holdings who have elected to redeem a portion of their Holdings membership interests. The shares to be sold are sold in open market transactions pursuant to a Rule 10b5-1 trading plan (the ‘‘Plan’’).

 

Certain officers and directors are among the members of Holdings who have elected to redeem a portion of their Holdings membership interests and therefore have an interest in the proceeds of sale of 1,125,018 shares of the Class A common stock to be sold pursuant to the Plan. In addition, certain current and former employees of the Company and its subsidiaries also elected the redemption of a portion of their membership interests in Holdings and therefore have an interest in the balance of the shares to be sold under the Plan and/or distributed by Holdings. Neither Mr. Thomas Peterffy nor his affiliates have elected to redeem any of their Holdings membership interests and therefore have no interest in the proceeds of sale or distribution of the shares of Class A common

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stock acquired by Holdings on July 24, 2015.

 

As a consequence of this transaction, IBG, Inc.’s interest in IBG LLC increased to approximately 15.7%, with Holdings owning the remaining 84.3%. The redemptions also resulted in an increase in the Holdings interest held by Mr. Thomas Peterffy and his affiliates from approximately 88.0% to approximately 88.7%.

 

On October 13, 2015, the Company filed a Post-Effective Amendment to multiple Registration Statements filed under the  Securities Act of 1933, as amended (the “Securities Act”) on Form S-8 that registered shares of the Company’s Class A common stock, $0.01 par value, for issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”): Registration No. 333-142686, filed on May 7, 2007; Registration No. 333-174913, filed on June 15, 2011; and Registration No. 333-203358, filed on April 10, 2015.

 

The Plan provides employees with two options to pay for their withholding tax obligations, which become due when shares vest: either (1) reimburse the Company via cash payment, or (2) elect to have the Selling Stockholder withhold a portion of the vesting shares. In the case of employees who elect to have the IBG LLC withhold shares to cover their tax obligations, those shares are transferred to IBG LLC, which in turn, sells those shares in open market transactions to recover the amount paid to the tax authorities on the employees’ behalf.   As of October 31, 2015 the Company has sold 636,800 shares of its Class A common stock (with a fair value of $25 million) in open market transactions, during 2015.  The proceeds were used to reimburse the Company for withholding taxes paid by the Company on the employees’ behalf.

 

As per General Instruction C of Form S-8, the sale of the shares described above constitutes a resale or reoffer of the Company’s Class A common stock. The Post-Effective Amendment, contains a reoffer prospectus that registers 6,400,000 shares of the Company’s Class A common stock which represents the Company’s estimate of shares that will be withheld from employees related to the vesting of Plan shares over the next nine years based on current tax rates and historical employee electionsThe reoffer prospectus allows for future sales by IBG LLC, on a continuous or delayed basis, to the public without restriction.

 

 

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5.  OTHER INFORMATION

None

 

 

 

 

 

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ITEM 6. EXHIBITS

 

 

 

 

 

 

 

 

Exhibit Number

 

Description

3.1 

 

Amended and Restated Certificate of Incorporation of Interactive Brokers Group, Inc. (filed as Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S‑1 filed by the Company on April 4, 2007).**

3.2 

 

Amended bylaws of Interactive Brokers Group, Inc. (filed as Exhibit 3.1 to the Form 8-K filed by the Company on December 22, 2014).**

10.1 

 

Second Amendment to Exchange Agreement by and among Interactive Brokers Group, Inc., IBG Holdings LLC, IBG LLC and Members of IBG Holdings LLC.+

10.2 

 

First Amendment to Limited Liability Company Agreement of IBG Holdings LLC.

10.3 

 

Amended and Restated Operating Agreement of IBG LLC (filed as Exhibit 10.1 to the Quarterly Report on Form 10‑Q for the Quarterly Period Ended March 31, 2007 filed by the Company on June 15, 2007).**

10.4 

 

Form of Limited Liability Company Operating Agreement of IBG Holdings LLC (filed as Exhibit 10.5 to Amendment No. 1 to the Registration Statement on Form S‑1 filed by the Company on February 12, 2007).**

10.5 

 

Exchange Agreement by and among Interactive Brokers Group, Inc., IBG Holdings LLC, IBG LLC and the Members of IBG LLC (filed as Exhibit 10.3 to the Quarterly Report on Form 10‑Q for the Quarterly Period Ended September 30, 2009 filed by the Company on November 11, 2009).**

10.6 

 

Tax Receivable Agreement by and between Interactive Brokers Group, Inc. and IBG Holdings LLC (filed as Exhibit 10.3 to the Quarterly Report on Form 10‑Q for the Quarterly Period Ended March 31, 2007 filed by the Company on June 15, 2007).**

10.7 

 

Amended Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (Filed as Exhibit 10.5 to the Annual Report on Form 10-K for the Year Ended December 31, 2014 filed by the Company on March 2, 2015). ** +

10.8 

 

Interactive Brokers Group, Inc. 2007 ROI Unit Stock Plan. (filed as Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S‑1 filed by the Company on April 4, 2007).**+

10.9 

 

Interactive Brokers Group, Inc. Amendment to the Exchange Agreement (filed as Exhibit 10.1 to the Form 8K filed by the Company on June 6, 2012).**+

31.1 

 

Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.

31.2 

 

Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.

32.1 

 

Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

32.2 

 

Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

101.INS

 

XBRL Instance Document*

101.SCH

 

XBRL Extension Schema*

101.CAL

 

XBRL Extension Calculation Linkbase*

101.DEF

 

XBRL Extension Definition Linkbase*

101.LAB

 

XBRL Extension Label Linkbase*

101.PRE

 

XBRL Extension Presentation Linkbase*

 


**   Previously filed; incorporated herein by reference.

+     These exhibits relate to management contracts or compensatory plans or arrangements.

*     Attached as Exhibit 101 to this Quarterly Report on Form 10Q for the quarterly period ending September 30, 2015, are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statement of Changes in Stockholders Equity and (v) Notes to the Consolidated Financial Statements tagged in detail levels 1‑4.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

INTERACTIVE BROKERS GROUP, INC.

 

 

 

/s/ Paul J. Brody

 

Name:

Paul J. Brody

 

Title:

Chief Financial Officer, Treasurer and Secretary

 

(Signing both in his capacity as a duly authorized officer and as principal financial officer of the registrant)

Date: November 9,  2015

 

 

 

 

 

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