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TABLE OF CONTENTS1INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K

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

For the year ended December 31, 20142017



Commission File Number: 001-33440

INTERACTIVE BROKERS GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 30-0390693
(I.R.S. Employer
Identification No.)

One Pickwick Plaza
Greenwich, Connecticut 06830

(Address of principal executive office)

(203) 618-5800
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of the each exchange on which registered
Common Stock, par value $.01 per share The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities act. Yes ý    No o.

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o    No ý.

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 ý    No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company)
 Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $1,329,833,125$2,544,471,315 computed by reference to the $23.29$37.42 closing sale price of the common stock on the NASDAQ Global Select Market, on June 30, 2014,2017, the last business day of the registrant's most recently completed second fiscal quarter.

As of March 2, 2015,February 23, 2018, there were 58,473,18671,475,755 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.

Documents Incorporated by Reference: Portions of Registrant's definitive proxy statement for its 20152018 annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.

   


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ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20132017

Table of Contents

Cautionary Note Regarding Forward Looking Statements

  1

PART I

ITEM 1.

 

Business

  2

ITEM 1A.

 

Risk Factors

  2422

ITEM 1B.

 

Unresolved Staff Comments

  3533

ITEM 2.

 

Properties

  3634

ITEM 3.

 

Legal Proceedings and Regulatory Matters

  3634

ITEM 4.

 

Mine Safety Disclosures

  3736

PART II

ITEM 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  3837

ITEM 6.

 

Selected Financial Data

  4241

ITEM 7.

 

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

  4543

ITEM 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

  77

ITEM 8.

 

Financial Statements and Supplementary Data

  8384

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  131133

ITEM 9A.

 

Controls and Procedures

  131133

ITEM 9B.

 

Other Information

  135137

PART III

ITEM 10.

 

Directors, Executive Officers and Corporate Governance

  135137

ITEM 11.

 

Executive Compensation

  135137

ITEM 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  135137

ITEM 13.

 

Transactions with Related Persons, Promoters and Certain Control Persons

  135137

ITEM 14.

 

Principal Accountant Fees and Services

  135137

PART IV

ITEM 15.

 

Exhibits and Financial Statement Schedules

  136138

ITEMS 15 (a)(1)
and 15 (a)(2)

 

Index to Financial Statements and Financial Statement Schedule

  138141

SIGNATURES

 

   

i


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this Annual Report on Form 10-K, and from time to time our management may make statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements include statements other than historical information or statements of current condition and may relate to our future plans and objectives and results, among other things, and may also include our belief regarding the effect of various legal proceedings, as set forth under "Legal Proceedings" in Part I, Item 3 of this Annual Report on Form 10-K, as well as statements about the objectives and effectiveness of our liquidity policies, statements about trends in or growth opportunities for our businesses, in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual Report on Form 10-K. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, among others, those discussed below and under "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual Report on Form 10-K.

Factors that could cause actual results to differ materially from any future results, expressed or implied, in these forward-looking statements include, but are not limited to, the following:

We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Annual Report on Form 10-K.


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PART I

ITEM 1.    BUSINESS

Overview

Interactive Brokers Group, Inc. ("IBG, Inc." or the "Company") is an automated global electronic broker and market maker.maker (although, we have substantially exited the options market making business—see Note 2—Discontinued Operations and Costs Associated with Exit or Disposal Activities to the audited consolidated financial statements in Part II Item 8 of this Annual Report on Form 10-K). We custody and service accounts for hedge and mutual funds, RIAs,registered investment advisors, proprietary trading groups, introducing brokers and individual investors. We specialize in routing orders while striving to achieve best executions and processing trades in securities, futures, foreign exchange instruments, bonds and mutual funds on more than 100120 electronic exchanges and trading venuesmarket centers around the world. In the United States ("U.S."), we conduct our business is conductedprimarily from our headquarters in Greenwich, Connecticut and infrom Chicago, Illinois and Jersey City, New Jersey.Illinois. Abroad, we conduct our business through offices located in Canada, England,the United Kingdom, Switzerland, HongLiechtenstein, India, China (Hong Kong India, Australia and Japan. AtShanghai), Japan and Australia. As of December 31, 20142017 we had 9601,228 employees worldwide.

IBG, Inc. is a holding company and our primary assets are our ownership of approximately 14.5%17.4% of the membership interests of IBG LLC (the "Group"), the current holding company for our businesses. We are the sole managing member of IBG LLC. On May 3, 2007, IBG, Inc. priced its initial public offering (the "IPO") of shares of common stock. In connection with the IPO, IBG, Inc. purchased 10.0% of the membership interests in IBG LLC and began to consolidate IBG LLC's financial results into its financial statements.

When we use the terms "we," "us," and "our," we mean IBG LLC and its subsidiaries for periods prior to the IPO, and IBG, Inc. and its subsidiaries (including IBG LLC) for periods from and after the IPO. Unless otherwise indicated, the term "common stock" refers to the Class A common stock of IBG, Inc.

We are a successor to the market making business founded by our Chairman and Chief Executive Officer, Mr. Thomas Peterffy, on the floor of the American Stock Exchange in 1977. Since our inception, we have focused on developing proprietary software to automate broker-dealer functions. During that time, we have been a pioneer in developing and applying technology as a financial intermediary to increase liquidity and transparency in the capital markets in which we operate. The adventproliferation of electronic exchanges in the last 2427 years has provided us with the opportunity to integrate our software with an increasing number of exchanges and trading venuesmarket centers into one automatically functioning, computerized platform that requires minimal human intervention. Over threefour decades of developing our automated trading platforms and our automation of many middle and back office functions have allowed us to become one of the lowest cost providers of broker- dealerbroker-dealer services and significantly increase the volume of trades we handle.

Our activities are divided into two principal business segments: (1) electronic brokerage and (2) market making:making (being discontinued):


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

3. Trading Activities and Related Risks (Continued)

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 December 31, 2014,2017, 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 consolidated financial statements to settle futures and certain over-the-counter contracts at contracted prices, which may


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

3. Trading Activities and Related Risks (Continued)

Off-Balance Sheet Risks

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

4. Equity and Earnings Perper 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. The table below shows the amount of IBG LLC approximately 85.5%membership interests held by IBG, Inc. and Holdings as of December 31, 2014. The2017.

 
 IBG, Inc. Holdings Total 

Ownership %

  17.4% 82.6% 100.0%

Membership interests

  71,479,604  340,229,444  411,709,048 

These 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. Prior to the June 6, 2012 amendment to the Exchange Agreement (described below), Holdings' ownership interests in IBG LLC were accounted for and reported in these consolidated financial statements as "redeemable noncontrolling interests" (temporary equity). For periods after the Amendment, beginning with the quarter ended June 30, 2012, theThe noncontrolling interests in IBG LLC attributable to Holdings are reported as a component of total equity in the consolidated statements of financial condition, as described below.condition.

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.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Equity and Earnings per Share (Continued)

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. At December 31, 20142017 and December 31, 2013,2016, 1,000,000,000 shares of Class A common stock were authorized, of which 58,612,24571,609,049 and 54,788,04968,119,412 shares have been issued; and 58,473,18671,475,755 and 54,664,09567,984,973 shares were outstanding, respectively. Class B common stock is comprised of 100 authorized shares, of which 100 shares were issued and outstanding as of December 31, 20142017 and December 31, 2013,2016, respectively. In addition, 10,000 shares of preferred stock have been authorized, of which no shares are issued or outstanding as of December 31, 20142017 and December 31, 2013,2016, respectively.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Equity and Earnings Per Share (Continued)

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 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 December 31, 20142017 and December 31, 2013,2016, the unamortized balance of these deferred tax assets was $278.8$146 million and $294.7$273 million, respectively.respectively (see Note 10 for effects of the Tax Act).

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 consolidated statements of financial condition. The remaining 15% is accounted for as a permanent increase to additional paid-in capital in the Company's consolidated statements of financial condition. As a result of the reduction of the corporate rate from 35% to 21% under the Tax Act, the Company remeasured the Tax Receivable Agreement liability, payable to Holdings, resulting in the recognition of a $93 million gain which is reported in other income in the consolidated statements of comprehensive income.

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 December 31, 20142017 were $427.1$483 million, $363.0$410 million, and $64.1$73 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 $86.2$131 million through December 31, 20142017 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 in IBG LLC that it does not own. On an annual basis, holdersmembers 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) yearstheir interests.


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Interactive Brokers Group, Inc. and 2.5% in the eighth year.Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Equity and Earnings per Share (Continued)

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 sharesinterests with a total value of $114.0$114 million, which redemptions were funded using cash on hand at IBG LLC. Upon cash redemption these IBG LLC sharesinterests were retired. InFrom 2011 and 2013, respectively,through 2016, IBG, Inc. issued 1,983,624 shares and 4,683,41512,643,495 shares of common stock (with a fair value of $362 million) directly to Holdings in exchange for an equivalent number of member interests in IBG LLC. On July 28, 2017, the Company filed a Supplemental Prospectus on Form 424B5 (File Number 333- 219552) with the SEC to issue 1,214,860 shares of common stock (with a fair value of $49 million) in exchange for an equivalent number of shares of member interests in IBG LLC. On October 24, 2014, the Company issued 1,358,478 shares of Class A Common stock (with a fair value of $35.2 million) to Holdings in exchange for membership interests in IBG LLC equal in number to such number of shares of Class A common stock issued by IBG, Inc.

As a consequence of these redemption transactions, and distribution of shares to employees (see Note 12)9), IBG, Inc.'s interest in IBG LLC has increased to approximately 14.5%17.4%, with Holdings owning the remaining 85.5%82.6% as of December 31, 2014.2017. 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 88.0% at89.2% as of December 31, 2014.2017.

Earnings per Share

Basic earnings per share is 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.

 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions, except share or per share amounts)
 

Basic earnings per share

          

Net income available for common stockholders

 $76 $84 $49 

Weighted average shares of common stock outstanding

          

Class A

  69,926,833  66,013,147  61,042,971 

Class B

  100  100  100 

  69,926,933  66,013,247  61,043,071 

Basic earnings per share

 $1.09 $1.28 $0.80 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Equity and Earnings Perper Share (Continued)

        The Exchange Agreement, as amended June 6, 2012, provides that the Company may facilitate the redemption by Holdings of interests held by its members through the issuance of shares of common stock through a public offering in exchange for the interests in IBG LLC being redeemed by Holdings. The Amendment eliminated from the Exchange Agreement an alternative funding method, which provided that upon approval by the board of directors and by agreement of IBG, Inc., IBG LLC and Holdings, redemptions could be made in cash.

        Subsequent to the amendment to the Exchange Agreement on June 6, 2012, the Company recorded adjustments to report Holdings' noncontrolling interests in IBG LLC as component of total equity, reducing redeemable noncontrolling interests to zero and reversing the cumulative effect of adjustments through June 6, 2012 to redemption value previously recorded to additional paid-in capital. The effect of these adjustments was:

 
 Adjustments
as of June 6,
2012
 
 
 (in thousands)
 

Redeemable noncontrolling interests

 $(5,367,553)

Additional Paid in Capital

 $472,409 

Retained earnings

 $572,840 

Noncontrolling interests

 $4,322,304 

Earnings per Share

        For periods prior to June 6, 2012, the Company reflected measurement adjustments for non-fair value redemption rights through application of the two-class method of calculating earnings per share in lieu of recognizing the impact through the determination of net income attributable to common stockholders.

        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.

 
 Year-Ended December 31, 
 
 2014 2013 2012 
 
 (in thousands, except for shares
or per share amounts)

 

Basic earnings per share

          

Net income attributable to common stockholders

 $44,533 $37,003 $40,668 

Add net income attributable to non-fair value redemption rights

      1,108 

Net income available for common stockholers

 $44,533 $37,003 $41,776 

Weighted average shares of common stock outstanding

          

Class A

  56,492,281  49,742,328  46,814,576 

Class B

  100  100  100 

  56,492,381  49,742,428  46,814,676 

Basic earnings per share

 $0.79 $0.74 $0.89 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Equity and Earnings Per Share (Continued)

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.

 
 Year-Ended December 31, 
 
 2014 2013 2012 
 
 (in thousands, except for shares
or per share amounts)

 

Diluted earnings per share

          

Net income available for common stockholders

 $44,533 $37,003 $41,776 

Weighted average shares of common stock outstanding

          

Class A

          

Issued and outstanding

  56,492,281  49,742,328  46,814,576 

Potentially dilutive common shares

          

Issuable pursuant to employee incentive plans

  1,217,287  1,182,308  255,846 

Class B

  100  100  100 

  57,709,668  50,924,736  47,070,522 

Diluted earnings per share

 $0.77 $0.73 $0.89 
 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions, except share or per share amounts)
 

Diluted earnings per share

          

Net income available for common stockholders

 $76 $84 $49 

Weighted average shares of common stock outstanding

          

Class A

          

Issued and outstanding

  69,926,833  66,013,147  61,042,971 

Potentially dilutive common shares

          

Issuable pursuant to employee stock incentive plans          

  977,988  1,286,166  1,466,725 

Class B

  100  100  100 

  70,904,921  67,299,413  62,509,796 

Diluted earnings per share

 $1.07 $1.25 $0.78 

Member Distributions and Stockholder Dividends

During the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, IBG LLC made distributions totaling $323.6$328 million, $162.9$267 million, and $595.8$267 million, respectively, to its members, of which IBG, Inc.'s proportionate share was $45.0$56 million, $20.5$43 million, and $70.6$40 million, respectively. The Company paid quarterly cash dividends of $0.10 per share of common stock, totaling $22.7$28 million, $20.2$26 million, and $18.8$25 million during 2014, 20132017, 2016, and 2012,2015, respectively. In addition, in December 2012, a special dividend of $1.00 per share of common stock was also paid, totaling $47.5 million.

On January 20, 2015,16, 2018, the Company declared a cash dividend of $0.10 per common share, payable on March 13, 201514, 2018 to stockholders of record as of February 27, 2015.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)March 1, 2018.

5. Comprehensive Income

The following table presents comprehensive income and earnings per share on comprehensive income (calculated using the two-class method for periods prior to June 6, 2012).income:

 
 Year-Ended December 31, 
 
 2014 2013 2012 

Comprehensive income attributable to common stockholders

 $29,487 $34,277 $51,935 

Add net income attributable to non-fair value redemption rights

      1,108 

Comprehensive income available for common stockholders

 $29,487 $34,277 $53,043 

Earnings per share on comprehensive income

          

Basic

 $0.52 $0.69 $1.13 

Diluted

 $0.51 $0.67 $1.13 

Weighted average common shares outstanding

          

Basic

  56,492,381  49,742,428  46,814,676 

Diluted

  57,709,668  50,924,736  47,070,522 
 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions, except share or per share amounts)
 

Comprehensive income available for common stockholders

 $87 $80 $39 

Earnings per share on comprehensive income

          

Basic

 $1.24 $1.21 $0.64 

Diluted

 $1.22 $1.19 $0.62 

Weighted average common shares outstanding

          

Basic

  69,926,933  66,013,247  61,043,071 

Diluted

  70,904,921  67,299,413  62,509,796 

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, primarily financial instruments owned, at fair value, financial instruments sold, but not yet purchased, at fair value, and other assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013. As required by ASC Topic 820, financial assets and


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

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 December 31, 2017 and December 31, 2016. 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.

 
 Financial Assets At Fair Value as of
December 31, 2014
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in thousands)
 

Securities segregated for regulatory purposes

 $6,680,951 $ $ $6,680,951 

Financial instruments owned

             

Stocks

  2,552,641    74  2,552,715 

Options

  1,208,899      1,208,899 

Warrants and discount certificates

  72,307      72,307 

U.S. and foreign government securities

  97,942      97,942 

Currency forward contracts

    2,286    2,286 

Total financial instruments owned, at fair value

  3,931,789  2,286  74  3,934,149 

Other fair value investments, included in other assets

             

Stocks and options

  39,305    98  39,403 

Currency forward contracts

    1,269    1,269 

Corporate and municipal bonds

    3,233    3,233 

Total other fair value investments, included in other assets

  39,305  4,502  98  43,905 

Total financial assets at fair value

 $10,652,045 $6,788 $172 $10,659,005 
 
 Financial Assets At Fair Value as of
December 31, 2017
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in millions)
 

Securities segregated for regulatory purposes

 $4,519 $ $ $4,519 

Financial instruments owned, at fair value

             

Stocks

  2,000    1  2,001 

Options

  1,052      1,052 

Warrants and discount certificates

  5      5 

U.S. and foreign government securities

  60      60 

Corporate and municipal bonds

    1  3  4 

Currency forward contracts

    32    32 

Total financial instruments owned, at fair value

  3,117  33  4  3,154 

Total financial assets at fair value

 $7,636 $33 $4 $7,673 

 

 
 Financial Liabilities At Fair Value as of
December 31, 2014
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in thousands)
 

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

             

Stocks

 $1,355,634 $ $930 $1,356,564 

Options

  1,193,125      1,193,125 

Warrants and discount certificates

  690      690 

Currency forward contracts

    10,408    10,408 

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

  2,549,449  10,408  930  2,560,787 

Other fair value liabilities, included in accounts payable, accrued expenses and other liabilities

             

Stocks and options

  7,827      7,827 

Total other fair value liabilities, included in accounts payable, accrued expenses and other liabilities

  7,827      7,827 

Total financial liabilities at fair value

 $2,557,276 $10,408 $930 $2,568,614 
 
 Financial Liabilities At Fair Value as
of December 31, 2017
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in millions)
 

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

             

Stocks

 $302 $ $ $302 

Options

  464      464 

Currency forward contracts

    1    1 

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

  766  1    767 

Total financial liabilities at fair value

 $766 $1 $ $767 

Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)


 
 Financial Assets At Fair Value as of
December 31, 2013
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in thousands)
 

Securities segregated for regulatory purposes

 $1,300,016 $ $ $1,300,016 

Financial instruments owned

             

Stocks

  2,341,648    57  2,341,705 

Options

  1,880,481      1,880,481 

Warrants and discount certificates

  57,377      57,377 

U.S. and foreign government securities

  69,080  2,102    71,182 

Corporate and municipal bonds

  73,875  18,476    92,351 

Currency forward contracts

    5,748    5,748 

Total financial instruments owned, at fair value

  4,422,461  26,326  57  4,448,844 

Other fair value investments, included in other assets

             

Stocks

  25,604  419  101  26,124 

Corporate and municipal bonds

  1,776  47,896    49,672 

Mortgage backed securities

    26,892    26,892 

Other asset backed securities

    22,734    22,734 

Other

    5,328    5,328 

Total other fair value assets

  27,380  103,269  101  130,750 

Total financial assets at fair value

 $5,749,857 $129,595 $158 $5,879,610 
 
 Financial Assets At Fair Value as of
December 31, 2016
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in millions)
 

Securities segregated for regulatory purposes

 $7,398 $ $ $7,398 

Financial instruments owned, at fair value

             

Stocks

  1,821      1,821 

Options

  1,804      1,804 

Warrants and discount certificates

  43      43 

U.S. and foreign government securities

  363      363 

Corporate and municipal bonds

    2  1  3 

Currency forward contracts

    3    3 

Total financial instruments owned, at fair value

  4,031  5  1  4,037 

Total financial assets at fair value

 $11,429 $5 $1 $11,435 

 

 
 Financial Liabilities At Fair Value as of
December 31, 2013
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in thousands)
 

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

             

Stocks

 $1,266,429 $ $3 $1,266,432 

Options

  1,793,248      1,793,248 

Warrants and discount certificates

  1,215      1,215 

U.S. and foreign government securities

    4,412    4,412 

Corporate bonds

  77,936  9,628    87,564 

Currency forward contracts

    802    802 

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

 $3,138,828 $14,842 $3 $3,153,673 
 
 Financial Liabilities At Fair Value as of
December 31, 2016
 
 
 Level 1 Level 2 Level 3 Total 
 
 (in millions)
 

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

             

Stocks

 $839 $ $ $839 

Options

  1,286      1,286 

Warrants and discount certificates

  1      1 

Currency forward contracts

    19    19 

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

  2,126  19    2,145 

Total financial liabilities at fair value

 $2,126 $19 $ $2,145 

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 years ended December 31, 2017 and 2016, there were no transfers between levels for financial assets and liabilities, at fair value.

Level 3 Financial Assets and Financial Liabilities

The Company's Level 3 financial assets are comprised of delisted and illiquid securities reported within financial instruments owned, at fair value in the consolidated statements of financial condition. During the year ended December 31, 2017 financial assets included $1 million of Level 3 securities which were transferred from Level 1 as certain stocks were no longer tradable in active markets and were valued by the Company based on internal estimates. In addition, the Company purchased a $2 million convertible bond in a private placement, which is classified as Level 3. During the year ended December 31, 2016 financial assets included $1 million of Level 3 securities which were transferred from Level 2 as a result of a security becoming illiquid.


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

        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. The Company reclassified approximately $1.2 million of other fair value investments, included in other assets, from Level 1 to Level 2.

        During the year ended December 31, 2013, the Company reclassified approximately $1.8 million of financial instruments owned, at fair value from Level 1 to Level 2 and reclassified approximately $1.1 million from Level 2 to Level 1. Financial instruments sold, but not yet purchased, at fair value of approximately $0.6 million were reclassified from Level 1 to Level 2 and approximately $1.8 million were reclassified from Level 2 to Level 1.

Level 3 Financial Assets and Financial Liabilities

        The Company's Level 3 financial assets and financial liabilities are comprised of delisted securities reported within financial instruments owned, at fair value, financial instruments sold, but not yet purchased, at fair value and other assets in the consolidated statements of financial condition. The following tables report Level 3 activities for the years ended December 31, 2014 and December 2013:

 
 Financial Assets Financial Liabilities 
 
 (in thousands)
 

Balance, January 1, 2014

 $158 $3 

Total gains or losses (realized/unrealized)—included in earnings          

  77   

Purchases, issuances and settlements

  (63) 927 

Transfers in and/or out of Level 3

     

Balance, December 31, 2014

 $172 $930 


 
 Financial Assets Financial Liabilities 
 
 (in thousands)
 

Balance, January 1, 2013

 $ $ 

Total gains or losses (realized/unrealized)—included in earnings          

  (526)  

Purchases, issuances and settlements

     

Transfers in and/or out of Level 3

  684  3 

Balance, December 31, 2013

 $158 $3 

Trading Gains from Market Making Transactions

        As described in Note 2, in 2014, nearly all of the currency translationTrading 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


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

losses from market making transactions reported in the statements of comprehensive income, by major product type, are comprised of:

 
 2014 2013 2012 
 
 (in thousands)
 

Equities

 $247,227 $285,364 $422,026 

Fixed income

  20,615  24,485  37,567 

Foreign exchange

  (6,695) 21,269  6,496 

Commodities

    115  (116)

Total trading gains, net

 $261,147 $331,233 $465,973 
 
 Year-Ended
December 31,
 
 
 2017 2016 2015 
 
 (in millions)
 

Equities

 $42 $155 $254 

Fixed income

      1 

Foreign exchange

  (2) 8  14 

Total trading gains, net

 $40 $163 $269 

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 (losses) in the table 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.

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 statement of


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

Financial Assets and Liabilities Not Measured at Fair Value

The following tables represent 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 consolidated statements of financial condition. The following table excludes certain financial instruments such as equity investments and all non-financial assets and liabilities.liabilities:

 
 December 31, 2014 
 
 Carrying Value Fair Value Level 1 Level 2 Level 3 

Financial assets, not measured at fair value

                

Cash and cash equivalents

 $1,269,317 $1,269,317 $1,269,317 $ $ 

Cash and securities segregated for regulatory purposes

  8,722,560  8,722,560  4,849,257  3,873,303   

Securities borrowed

  3,659,766  3,659,766    3,659,766   

Securities purchased under agreements to resell

  386,221  386,221    386,221   

Customer receivables

  17,051,452  17,051,452    17,051,452    

Receivables from broker, dealers, and clearing organizations

  1,131,177  1,131,177    1,131,177   

Interest receivable

  36,785  36,785    36,785   

Other assets

  29,547  55,078    55,078   

Total financial assets, not measured at fair value

 $32,286,825 $32,312,356 $6,118,574 $26,193,782 $ 

Financial liabilities, not measured at fair value

                

Securities loaned

 $3,199,106 $3,199,106 $ $3,199,106 $ 

Short-term borrowings

  33,791  33,791    33,791   

Customer payables

  31,795,853  31,795,853    31,795,853   

Payables to brokers, dealers and clearing organizations

  234,098  234,098    234,098   

Interest payable

  3,962  3,962    3,962   

Total financial liabilities, not measured at fair value

 $35,266,810 $35,266,810 $ $35,266,810 $ 
 
 December 31, 2017 
 
 Carrying
Value
 Fair
Value
 Level 1 Level 2 Level 3 
 
 (in millions)
 

Financial assets, not measured at fair value

                

Cash and cash equivalents

 $1,732 $1,732 $1,732 $ $ 

Cash and securities segregated for regulatory purposes

  15,713  15,713  6,547  9,166   

Securities borrowed

  2,957  2,957    2,957   

Securities purchased under agreements to resell

  2,035  2,035    2,035   

Receivables from customer

  29,821  29,821    29,821   

Receivables from broker, dealers, and clearing organizations

  823  823    823   

Interest receivable

  116  116    116   

Other assets

  6  6    6   

Total financial assets, not measured at fair value

 $53,203 $53,203 $8,279 $44,924 $ 

Financial liabilities, not measured at fair value

                

Short-term borrowings

 $15 $15 $ $15 $ 

Securities loaned

  4,444  4,444    4,444   

Securities sold under agreements to repurchase

  1,316  1,316    1,316   

Payables to customer

  47,548  47,548    47,548   

Payables to brokers, dealers and clearing organizations

  283  283    283   

Interest payable

  22  22    22   

Total financial liabilities, not measured at fair value

 $53,628 $53,628 $ $53,628 $ 

Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)


 
 December 31, 2013 
 
 Carrying Value Fair Value Level 1 Level 2 Level 3 

Financial assets, not measured at fair value

                

Cash and cash equivalents

 $1,213,241 $1,213,241 $1,213,241 $ $ 

Cash and securities segregated for regulatory purposes

  12,691,695  12,691,695 $5,957,517  6,734,178   

Securities borrowed

  2,751,501  2,751,501    2,751,501   

Securities purchased under agreements to resell

  386,316  386,316    386,316   

Customer receivables

  13,596,650  13,596,650    13,596,650    

Receivables from broker, dealers, and clearing organizations

  858,189  858,189    858,189   

Interest receivable

  26,489  26,489    26,489   

Other assets

  26,942  49,610    49,610   

Total financial assets, not measured at fair value

 $31,551,023 $31,573,691 $7,170,758 $24,402,933 $ 

Financial liabilities, not measured at fair value

                

Securities loaned

 $2,563,653 $2,563,653 $ $2,563,653 $ 

Short-term borrowings

  24,635  24,635    24,635   

Customer payables

  26,319,420  26,319,420    26,319,420   

Payables to brokers, dealers and clearing organizations

  330,956  330,956    330,956   

Interest payable

  2,969  2,969    2,969   

Total financial liabilities, not measured at fair value

 $29,241,633 $29,241,633 $ $29,241,633 $ 
 
 December 31, 2016 
 
 Carrying
Value
 Fair
Value
 Level 1 Level 2 Level 3 
 
 (in millions)
 

Financial assets, not measured at fair value

                

Cash and cash equivalents

 $1,925 $1,925 $1,925 $ $ 

Cash and securities segregated for regulatory purposes

  16,619  16,619  5,624  10,995   

Securities borrowed

  3,629  3,629    3,629   

Securities purchased under agreements to resell

  111  111    111   

Receivables from customer

  19,409  19,409    19,409    

Receivables from broker, dealers, and clearing organizations

  1,040  1,040    1,040   

Interest receivable

  57  57    57   

Other assets

  28  32    32   

Total financial assets, not measured at fair value

 $42,818 $42,822 $7,549 $35,273 $ 

Financial liabilities, not measured at fair value

                

Short-term borrowings

 $74 $74 $ $74 $ 

Securities loaned

  4,293  4,293    4,293   

Payables to customer

  41,731  41,731    41,731   

Payables to brokers, dealers and clearing organizations

  239  239    239   

Interest payable

  6  6    6   

Total financial liabilities, not measured at fair value

 $46,343 $46,343 $ $46,343 $ 

Netting of Financial Assets and Financial Liabilities

        The Company does notIt is the Company's policy to 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 basisthat meet the offsetting requirements prescribed in the consolidated statements of financial condition.ASC Topic 210-20. In the tables below, the amounts of derivative financial instruments owned that are not offset in the consolidated statements of financial condition, but could be netted against cash or financial liabilitiesinstruments 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 estimate of its net exposure topayable or receivable with counterparties for these derivative financial instruments.


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

The following tables setsset forth the netting of financial assets and of financial liabilities as of December 31, 20142017 and December 31, 2013.2016:

 
 December 31, 2014  
  
 
 
 Amounts Not Offset
in the Consolidated
Statement of
Financial Condition
  
 
 
  
 Amounts
Offset in the
Consolidated
Statement of

 Net Amounts
Presented in
the Consolidated
Statement of

  
 
 
 Gross Amounts
of Recognized
 Financial
Condition
 Financial
Condition
 Cash or Financial
Instruments
 Net Exposure 
 
 (in millions)
 

Offsetting of Financial Assets

                

Securities segregated for regulatory purposes—purchased under agreements to resell

 $3,873.3(1)$ $3,873.3 $(3,873.3)$ 

Securities borrowed

  3,659.8    3,659.8  (3,564.4) 95.4 

Securities purchased under agreements to resell

  386.2    386.2  (386.2)  

Financial Instruments owned, at fair value

                

Options

  1,208.9    1,208.9  (1,146.6) 62.3 

Warrants and discount certificates

  72.3    72.3  (0.7) 71.6 

Currency forward contracts

  2.3    2.3    2.3 

Total

 $9,202.8 $ $9,202.8 $(8,971.2)$231.6 

Offsetting of Financial Liabilities

                

Securities loaned

 $3,199.1 $ $3,199.1 $(3,183.5)$15.6 

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

                

Options

  1,193.1    1,193.1  (1,146.6) 46.5 

Warrants and discount certificates

  0.7    0.7  (0.7)  

Currency forward contracts

  10.4    10.4    10.4 

Total

 $4,403.3 $ $4,403.3 $(4,330.8)$72.5 
 
 December 31, 2017  
  
 
 
  
  
  
 Amounts Not
Offset
in the
Consolidated
Statement of
Financial
Condition
  
 
 
 Gross Amounts
of Financial
Assets and
Liabilities
Recognized
 Amounts
Offset in the
Consolidated
Statement of
Financial Condition(2)
 Net Amounts
Presented in
the Consolidated
Statement of
Financial Condition
  
 
 
 Cash or Financial
Instruments
 Net Amount 
 
 (in millions)
 

Offsetting of Financial Assets

                

Securities segregated for regulatory purposes—purchased under agreements to resell

 $9,166(1)$ $9,166 $(9,166)$ 

Securities borrowed

  2,957    2,957  (2,822) 135 

Securities purchased under agreements to resell

  2,035    2,035  (2,035)  

Financial Instruments owned, at fair value

                

Options

  1,052    1,052  (451) 601 

Warrants and discount certificates

  5    5    5 

Currency forward contracts

  32    32    32 

Total

 $15,247 $ $15,247 $(14,474)$773 

Offsetting of Financial Liabilities

                

Securities loaned

 $4,444 $ $4,444 $(4,201)$243 

Securities sold under agreements to repurchase

  1,316    1,316  (1,316)  

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

                

Options

  464    464  (451) 13 

Warrants and discount certificates

           

Currency forward contracts

  1    1    1 

Total

 $6,225 $ $6,225 $(5,968)$257 

Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)


 
 December 31, 2016  
  
 
 
  
  
  
 Amounts Not
Offset
in the
Consolidated
Statement of
Financial
Condition
  
 
 
  
 Amounts
Offset in the
Consolidated
Statement of
Financial
Condition(2)
  
  
 
 
 Gross Amounts
of Financial
Assets and
Liabilities
Recognized
 Net Amounts
Presented in
the Consolidated
Statement of
Financial Condition
  
 
 
 Cash or Financial
Instruments
 Net Amount 
 
 (in millions)
 

Offsetting of Financial Assets

                

Securities segregated for regulatory purposes—purchased under agreements to resell

 $10,995(1)$ $10,995 $(10,995)$ 

Securities borrowed

  3,629    3,629  (3,488) 141 

Securities purchased under agreements to resell

  111    111  (111)  

Financial Instruments owned, at fair value

                

Options

  1,804    1,804  (1,230) 574 

Warrants and discount certificates

  43    43  (1) 42 

Currency forward contracts

  3    3    3 

Total

 $16,585 $ $16,585 $(15,825)$760 

Offsetting of Financial Liabilities

                

Securities loaned

 $4,293 $ $4,293 $(4,158)$135 

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

                

Options

  1,286    1,286  (1,230) 56 

Warrants and discount certificates

  1    1  (1)  

Currency forward contracts

  19    19    19 

Total

 $5,599 $ $5,599 $(5,389)$210 

(1)
As of December 31, 2017 and December 31, 2016, the Company had $9.2 billion and $11.0 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 consolidated statements of financial condition.

(2)
The Company did not have any balances eligible for netting in accordance with ASC Topic 210-20 at December 31, 2017 and 2016.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Financial Assets and Financial Liabilities (Continued)

Secured Financing Transactions—Maturities and Collateral Pledged

 
 December 31, 2013  
  
 
 
 Amounts Not Offset
in the Consolidated
Statement of
Financial Condition
  
 
 
  
 Amounts
Offset in the
Consolidated
Statement of

 Net Amounts
Presented in
the Consolidated
Statement of

  
 
 
 Gross Amounts
of Recognized
 Financial
Condition
 Financial
Condition
 Cash or Financial
Instruments
 Net Exposure 
 
 (in millions)
 

Offsetting of Financial Assets

                

Securities segregated for regulatory purposes—purchased under agreements to resell

 $6,734.2(1)$ $6,734.2 $(6,734.2)$ 

Securities borrowed

  2,751.5    2,751.5  (2,694.6) 56.9 

Securities purchased under agreements to resell

  386.3    386.3  (386.3)  

Financial Instruments owned, at fair value

                

Options

  1,880.5    1,880.5  (1,652.8) 227.7 

Warrants and discount certificates

  57.4    57.4  (1.2) 56.2 

Currency forward contracts

  5.7    5.7    5.7 

Total

 $11,815.6 $ $11,815.6 $(11,469.1)$346.5 

Offsetting of Financial Liabilities

                

Securities loaned

 $2,563.7 $ $2,563.7 $(2,544.6)$19.1 

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

                

Options

  1,793.2    1,793.2  (1,652.8) 140.4 

Warrants and discount certificates

  1.2    1.2  (1.2)  

Currency forward contracts

  0.8    0.8    0.8 

Total

 $4,358.9 $ $4,358.9 $(4,198.6)$160.3 

(1)
As

The following tables present gross obligations for securities loaned transactions by remaining contractual maturity and class of collateral pledged as of December 31, 20142017 and December 31, 2013, the Company had $3.87 billion and $6.73 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 consolidated statements of financial condition.

2016:

 
 December 31, 2017 
 
 Remaining Contractual Maturity 
 
 Overnight
and Open
 Less than
30 days
 30 - 90
days
 Over 90
days
 Total 
 
 (in millions)
 

Securities loaned

                

Stocks

 $4,389 $ $ $ $4,389 

Corporate bonds

  55        55 

Total securities loaned

  4,444        4,444 

Securities sold under agreements to repurchase

                

U.S. government securities

  1,316        1,316 

Total

 $5,760 $ $ $ $5,760 


 
 December 31, 2016 
 
 Remaining Contractual Maturity 
 
 Overnight
and Open
 Less than
30 days
 30 - 90
days
 Over 90
days
 Total 
 
 (in millions)
 

Securities Loaned

                

Stocks

 $4,269 $ $ $ $4,269 

Corporate bonds

  24        24 

Total

 $4,293 $ $ $ $4,293 

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 collateral, including equity, corporate debt and U.S. government securities. Under manytypical 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.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

7. Collateralized Transactions (Continued)

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.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

7. Collateralized Transactions (Continued)

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. AtAs of December 31, 20142017 and December 31, 2013,2016, approximately $17.05$29.8 billion and $13.60$19.4 billion, respectively, of customer margin loans were outstanding.

The following table summarizes the amounts related to collateralized transactions atas of December 31, 20142017 and December 31, 2013:2016:

 
 December 31, 2014 December 31, 2013 
 
 Permitted
to Repledge
 Sold or
Repledged
 Permitted
to Repledge
 Sold or
Repledged
 
 
 (in millions)
 

Securities lending transactions

 $10,907.2 $2,366.0 $9,331.9 $2,504.3 

Agreements to resell(1)

  4,259.8  4,259.8  7,116.1  7,099.6 

Customer margin assets

  14,933.0  5,739.8  11,753.3  4,602.9 

 $30,100.0 $12,365.6 $28,201.3 $14,206.8 
 
 December 31, 2017 December 31, 2016 
 
 Permitted
to Repledge
 Sold or
Repledged
 Permitted
to Repledge
 Sold or
Repledged
 
 
 (in millions)
 

Securities lending transactions

 $23,662 $3,041 $13,768 $3,621 

Securities purchased under agreements to resell transactions(1)

  11,231  11,231  11,117  11,117 

Customer margin assets

  30,236  9,013  17,773  7,172 

 $65,129 $23,285 $42,658 $21,910 

(1)
AtAs of December 31, 2014, $3.872017, $9.2 billion or 91% (at82% (as of December 31, 2013, $6.732016, $11.0 billion or 95%99%), 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. AtAs of December 31, 20142017 and December 31, 2013,2016, the majority of the Company's U.S. and foreign government securities owned were pledged to clearing organizations.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

7. Collateralized Transactions (Continued)

Financial instruments owned and pledged as collateral, including amounts pledged to affiliates, where the counterparty has the right to repledge, atas of December 31, 20142017 and December 31, 20132016 are presented in the following table:

 
 December 31,
2014
 December 31,
2013
 
 
 (in millions)
 

Stocks

 $1,859.5 $1,097.8 

Warrants

  0.3  0.2 

U.S. and foreign government obligations

  75.9  64.4 

Corporate and municipal bonds

    1.1 

 $1,935.7 $1,163.5 
 
 December 31,
2017
 December 31,
2016
 
 
 (in millions)
 

Stocks

 $1,150 $1,574 

U.S. and foreign government securities

  54  359 

 $1,204 $1,933 

8. Short-Term BorrowingsOther Income

        Short-term borrowings consist primarilyThe components of collateralized borrowing facilities with clearing banks in multiple currencies that bear interest at variable overnight rates based on interbank funds rates prevailing inother income for the respective currencies. In addition, the Company has available secured and unsecured overnight bank loan facilities. All short-term borrowings outstanding at December 31, 2014 and 2013 were either repaid on the next business day or rolled forward and, accordingly, their carrying values approximated fair values.

        As of December 31, 2014 and 2013, short-term borrowings consisted of:

 
 2014 2013 
 
 Principal Weighted
Average
Rates
 Principal Weighted
Average
Rates
 
 
 (in thousands)
  
 (in thousands)
  
 

Overnight borrowing facilities

 $33,791  0.50%$24,635  0.33%

 $33,791    $24,635    

        Interest expense on short term borrowings for each of the three years ended December 31, 2014, 20132017, 2016, and 2012 was $0.92015 were:

 
 Year-Ended
December 31,
 
 
 2017 2016 2015 
 
 (in millions)
 

Market data fees

 $39 $35 $30 

Account activity fees

  20  18  16 

Risk exposure fees

  24  19  21 

Payments for order flow

  15  14  17 

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

  1  35  (18)

Gains (losses) from currency diversification strategy, net

  110  (40) (206)

Other, net

  123  13  18 

 $332 $94 $(122)

Market data fees are charged to customers for market data services they subscribe to and are largely offset by the related costs paid to obtain market data from third party vendors. Account activity fees are charged to customers that do not generate the minimum monthly commission. The fee is the difference between the minimum required commission and the actual commissions generated. Risk exposure fees are earned from a small minority of customer accounts carrying positions with market risk that exceeds defined thresholds. Payments for order flow are earned from various options exchanges based upon options trading volume originated by the Operating Companies. Gains (losses) on financial instruments, at fair value and other investments, net include (1) realized and unrealized gains and losses on financial instruments that (a) are held for purposes other than the Company's market making activities, (b) are subject to restrictions, or (c) are accounted for under the equity method and (2) dividends on investments accounted for under cost method. Other, net includes a gain on the sale of the Company's U.S. market making operations to Two Sigma Securities, LLC of $11 million, $0.7reflecting the recovery of exit costs, and a $93 million gain from the remeasurement of the Tax Receivable Agreement liability as a result of the Tax Act (see Note 4 and $0.6 million, respectively.

9. Senior Notes Payable

        In January 2012, the Company discontinued its Senior Notes Program. All previously issued Senior Notes, $101.4 million outstanding as of December 31, 2011, were redeemed prior to June 30, 2012.

10. Senior Secured Revolving Credit Facility

        On May 17, 2012, IBG LLC entered into a $100 million three-year senior secured revolving credit facility with Bank of America, N.A. as administrative agent and Citibank, N.A., as syndication agent. This credit facility replaced a similar two-year facility that expired on May 18, 2012. On August 8, 2014 IBG LLC elected to terminate this credit facility.Note 10).


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Other Income

        As described in Note 2, in 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 years ended December 31, 2014, 2013 and 2012 were:

 
 2014 2013 2012 
 
 (in thousands)
 

Payments for order flow

 $25,433 $25,701 $21,167 

Market data fees

  23,933  34,853  27,175 

Account activity fees

  14,287  15,498  13,404 

Exchange fee income

  1,197  1,930  4,393 

Market maker incentives

  732  540  988 

Losses on other investments, net

  (5,286) (1,651) (3,373)

Losses from currency diversification strategy, net

  (185,239) (91,577) (29,854)

Other, net

  14,362  5,861  9,664 

 $(110,581)$(8,845)$43,564 

        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. This income is largely offset by the related cost to obtain the underlying market data from third party vendors. Various exchanges pay the Company market maker incentives for its market making efforts on those exchanges. Gains and losses on other investments are generated from investments in securities that are not held for the Group's market making operations or from securities that are subject to restrictions, and include the Company's interests in the earnings of equity method investees and dividends received on cost-basis investments.

12.9. Employee Incentive Plans

Return on Investment Dollar Units ("ROI Dollar Units")Defined Contribution Plan

        From 1998 through January 1, 2006, IBG LLC grantedThe Company offers substantially all non-member employees ROI Dollar Units, which are redeemableof U.S.-based Operating Companies who have met minimum service requirements the opportunity to participate in defined contribution retirement plans qualifying under the amended provisions of the plan, and in accordance with regulations issued by the Internal Revenue Service (Section 409ASection 401(k) of the Internal Revenue Code). Upon redemption,Code. The general purpose of this plan is to provide employees with an incentive to make regular savings in order to provide additional financial security during retirement. This plan provides for the grantee is entitledCompany to accumulated earnings on the face valuematch 50% 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 anniversaryemployees' pre-tax contribution, up to a maximum of the date10% 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 haveeligible earnings. The employee is 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 non-cash compensation to employees will consist primarily of grants of shares of restricted common stock as described below under "2007 Stock Incentive Plan."


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Employee Incentive Plans (Continued)

        As of December 31, 2014 and December 31, 2013, payables to employees for ROI Dollar Units were $3.1 million and $5.6 million, respectively, all of which were vested. These amounts are included in other liabilities and accrued expenses in the consolidated statementsmatching contribution incrementally over six years of financial condition. Compensation expense for the ROI Dollar Unit plan, includedservice. Included in employee compensation and benefits expenses in the consolidated statements of comprehensive income was $0.3were $3 million $0.5 million and $0.8 millionof plan contributions for each of the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, respectively.

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 $38.1$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:

    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, $17.8 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.stock.

As of December 31, 2012, compensation costs for the ROI Unit Stock Plan had been fully accrued. Compensation expense for the ROI Unit Stock Plan, net of the effect of forfeitures, included in the consolidated statements of comprehensive income was $3.6 million for the year ended December 31, 2012. As of December 31, 2014,2017, the Company has 9,6143,849 shares of common stock remaining to be distributed to former employees under the ROI Unit Stock Plan.

2007 Stock Incentive Plan

        UnderIn 2017, the Company'sCompany amended the 2007 Stock Incentive Plan (the "Stock Incentive Plan"), to extend its term for a ten-year period through April 24, 2027, pending stockholders' approval at the Company's 2018 Annual Meeting. Under the Company's Stock Incentive Plan, up to 30 million shares (20 million shares at December 31, 2013) of the Company's common stock may be issued to satisfy vested restricted stock units granted and issued to directors, officers, employees, contractors and consultants of the Company. The 10 million increase in shares allocated to the Stock Incentive Plan was approved by the Company's Compensation Committee and Board of Directors in February 2014. The Board of Directors' approval was ratified by a vote of the stockholders at the Company's 2014 Annual Meeting held on April 24, 2014. 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 in "Business—Our Organizational Structure" in Part I Item 1 of this annualAnnual Report on Form 10-K, there is


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Employee Incentive Plans (Continued)

no dilutive effect upon ownership of minoritycommon stockholders of issuing shares under the Stock Incentive Plan. The issuances do not dilute the book value of the ownership of minoritycommon 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 minority shareholders.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.


Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Employee Incentive Plans (Continued)

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 units. Stock Incentive Plan awards are subject to issuance over time andtime. All previously granted but not yet earned awards may be forfeitedcancelled by the Company 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 commonRestricted stock units 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 shares24,263 restricted stock units have been granted to the external directors cumulatively since the planplan's inception.

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

 
 Units Fair Value at
Date of Grant
($ millions)
 

Prior periods (since inception)

  20,888,468 $397 

December 31, 2015

  1,211,533  52 

December 31, 2016

  1,451,136(1) 55 

December 31, 2017

  923,407(2) 55 

  24,474,544 $559 

(1)
Stock Incentive Plan number of granted restricted stock units related to 2016 was adjusted by 5,657 additional restricted stock units during the year ended December 31, 2017.

(2)
Granted under the Company's amended 2007 Stock Incentive Plan, pending stockholder approval at the Company's 2018 Annual Meeting.

Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12.9. Employee Incentive Plans (Continued)

        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:

 
 Shares Fair Value
at Date of Grant
($ millions)
 

Prior periods (since inception)

  13,654,494 $251.9 

December 31, 2012

  3,629,960  50.5 

December 31, 2013

  1,894,046  46.2 

December 31, 2014

  1,709,968  48.6 

  20,888,468 $397.2 

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 consolidated statements of comprehensive income was $40.6$53 million, $40.3$51 million, and $63.3$50 million for the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, respectively. Estimated future compensation costs for unvested awards, net of forfeiture credits atfor cancelled awards, as of December 31, 2017 are $38 million.

The following summarizes the Stock Incentive Plan and ROI Unit Stock Plan activities from December 31, 2014 through December 31, 2017:

 
 Stock
Incentive Plan
Units
 Intrinsic Value
of SIP Units
which Vested
and were Distributed
($ millions)(1)
 ROI Unit
Stock Plan
Shares
 

Balance, December 31, 2014

  10,376,800     9,614 

Granted

  1,211,533      

Cancelled

  (163,221)     

Distributed

  (2,487,127)$86  (3,244)

Balance, December 31, 2015

  8,937,985     6,370 

Granted

  1,451,136(2)     

Cancelled

  (69,340)     

Distributed

  (2,402,062)$88  (1,376)

Balance, December 31, 2016

  7,917,719     4,994 

Granted

  923,407(3)     

Cancelled

  (115,711)     

Distributed

  (2,274,777)$81  (1,145)

Balance, December 31, 2017

  6,450,638     3,849 

(1)
Intrinsic value of SIP units distributed represents the compensation value reported to the participants.

(2)
Stock Incentive Plan number of granted restricted stock units related to 2016 was adjusted by 5,657 additional restricted stock units during the year ended December 31, 2017.

(3)
Granted under the Company's amended 2007 Stock Incentive Plan, pending stockholder approval at the Company's 2018 Annual Meeting.

Awards previously granted but not yet earned under the stock plans are $38.6 million.subject to the plans' post-employment provisions in the event a participant ceases employment with the Company. Through December 31, 2017, a total of 573,197 restricted stock units have been distributed under these post-employment provisions. These distributions are included in the table above.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Employee Incentive Plans (Continued)

        The following summarizes the Stock Incentive Plan and ROI Unit Stock Plan activities for the three year period from January 1, 2012 through December 31, 2014:

 
 Stock
Incentive Plan
("SIP")
Shares
 Intrinsic Value
of SIP Shares
which Vested
and were
Distributed
($ millions)(2)
 ROI Unit
Stock Plan
(Shares)
 

Balance, December 31, 2011

  9,408,994     356,149 

Granted

  4,845,826      

Forfeited

  (115,750)    (500)

Distributed

  (1,736,588)$25.1  (186,360)

Balance, December 31, 2012

  12,402,482     169,289 

Granted

  1,894,046      

Forfeited

  (334,111)    (6,423)

Distributed

  (2,315,300)$36.3  (162,866)

Balance, December 31, 2013

  11,647,117      

Granted

  1,709,968      

Forfeited(1)

  (535,085)    15,518 

Distributed

  (2,445,200)$55.7  (5,904)

Balance, December 31, 2014

  10,376,800     9,614 

(1)
ROI Unit Stock Plan number of forfeited shares related to prior years was adjusted by 15,518 shares during the period.

(2)
Intrinsic value of SIP shares distributed represents the compensation value reported to the participants.

        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 December 31, 2014, a total of 188,203 shares have been distributed under these post-employment provisions. These distributions are included in the table above.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13.10. Income Taxes

Income tax expense for the three years ended December 31, 2014, 20132017, 2016, and 20122015 differs from the U.S. federal statutory rate primarily due to the taxation treatment of income attributable to noncontrolling interests in IBG LLC.LLC and the enactment of the Tax Act, as discussed below. These noncontrolling interests are subject to U.S. taxation as partnerships. Accordingly, the income attributable to these noncontrolling interests is reported in the 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.members. 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 primarily due 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 bookaccounting and income tax return purposes.

The Tax Act, as previously described, makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate to 21%, effective January 1, 2018; (2) requiring a one-time transition tax on certain undistributed earnings of foreign subsidiaries to be paid over eight years; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax ("AMT") and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) creating a new limitation on deductible interest expense; (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (9) repealing the Section 199 manufacturing deduction; and (10) full expensing of qualified property for tax return purposes.

The SEC staff issued Staff Accounting Bulletin 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment of the Tax Act for entities to complete the accounting under ASC Topic 740. In accordance with SAB 118, an entity must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC Topic 740 is complete. To the extent that an entity's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, the entity must record a provisional estimate on its financial statements. However, if an entity cannot determine a provisional estimate to be included on its financial statements, the entity should continue to apply ASC Topic 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

The Company's accounting for the following elements of the Tax Act is incomplete. However, the Company has made reasonable estimates of certain effects and, therefore, recorded provisional adjustments as follows:

Reduction of U.S. federal corporate tax rate:    The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. For certain of the Company's deferred tax assets and liabilities, the Company has recognized a provisional net decrease of $115 million with a corresponding adjustment to deferred income tax expense (or deferred tax benefit) for the year ended December 31, 2017. While the Company has made a reasonable estimate of the impact of the reduction in corporate rate, it may be


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

10. Income Taxes (Continued)

affected by other analyses related to the Tax Act, including, but not limited to, the calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences. The Company is still analyzing certain aspects of the Tax Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. In connection with the remeasurement of its deferred tax asset arising from the acquisition of interests in IBG LLC, the Company also remeasured the related Tax Receivable Agreement liability, payable to Holdings, resulting in the recognition of a $93 million gain which is reported in other income in the consolidated statements of comprehensive income (see Note 4).

Deemed Repatriation Transition Tax:    The Deemed Repatriation Transition Tax ("Transition Tax") is a tax on previously untaxed accumulated and current earnings of certain foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 earnings of the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Company has made a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation of $62 million. This amount may change when the calculation of post-1986 foreign earnings and profits previously deferred from U.S. federal taxation and the amounts held in cash or other specified assets are finalized. The Company does not expect any significant changes, but it is continuing to gather additional information to more precisely compute the amount of the Transition Tax.

The Tax Act creates a new requirement that global intangible low taxes income ("GILTI") earned by controlled foreign corporations ("CFC"s) must be included currently in the gross income of the CFC's U.S. shareholder. GILTI is the excess of the shareholder's "net CFC-tested income" over the deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S shareholder's pro rata share of the qualified business asset investment in each CFC with respect to which it is a U.S shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income.

Because of the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act and the application of ASC Topic 740. Under U.S. GAAP, the Company is allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the "period cost method") or (2) factoring such amounts into the Company's measurement of its deferred taxes (the "deferred method"). The Company selected the deferred method. The Company's calculation of the deferred balance with respect to the new GILTI tax rules will depend, in part, on analyzing its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Because whether the Company expects to have future U.S. inclusions in taxable income related to GILTI depends on, not only its current structure and estimated future results of global operations, but its intent and ability to modify its structure and/or its business, the Company is not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, the Company has not made any adjustments related to potential GILTI tax in its financial statements.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

10. Income Taxes (Continued)

For the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, the provision for income taxes consisted of:

 
 2014 2013 2012 
 
 (in thousands)
 

Current

          

Federal

 $720 $(1,096)$1,379 

State and local

  81  10  167 

Foreign

  28,285  23,041  10,684 

Total current

  29,086  21,955  12,230 

Deferred

          

Federal

  21,323  17,691  16,765 

State and local

  14  (1) 27 

Foreign

  (3,169) (5,960) 992 

Total deferred

  18,168  11,730  17,784 

 $47,254 $33,685 $30,014 
 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions)
 

Current

          

Federal

 $76(1)$1 $4 

State and local

  1     

Foreign

  32  34  24 

Total current

  109  35  28 

Deferred

          

Federal

  148(2) 30  14 

State and local

       

Foreign

  (1) (3) 1 

Total deferred

  147  27  15 

 $256 $62 $43 

(1)
Includes $62 million of Transition Tax under the Tax Act.

(2)
Includes the remeasurement of deferred tax assets and liabilities of $115 million due to the Tax Act.

A reconciliation of the statutory U.S. Federal income tax rate of 35% to the Company's effective tax rate for the three years ending December 31, 2014, 20132017, 2016, and 20122015 is set forth below:

 
 2014 2013 2012 

U.S. Statutory Tax Rate

  35.0% 35.0% 35.0%

Less: rate attributable to noncontrolling interests

  –28.6% –29.5% –30.3%

State, local and foreign taxes, net of federal benefit

  2.9% 2.0% 1.0%

  9.3% 7.5% 5.7%
 
 Year-Ended December 31, 
 
 2017 2016 2015 

U.S. Statutory Tax Rate

  35.0% 35.0% 35.0%

Less: rate attributable to noncontrolling interests

  (26.5)% (28.2)% (28.2)%

State, local and foreign taxes, net of federal benefit

  2.1% 1.3% 2.6%

Subtotal

  10.6% 8.1% 9.4%

Effects of the Tax Act

  13.7% 0.0% 0.0%

  24.3% 8.1% 9.4%

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13.10. Income Taxes (Continued)

Significant components of the Company's deferred tax assets (liabilities),and liabilities, which are respectively reported in other assets and in other liabilities and accrued expenses, respectively, in the consolidated statements of financial condition, as of December 31, 2014, 20132017, 2016, and 20122015 were as follows:

 
 2014 2013 2012 
 
 (in thousands)
 

Deferred tax assets

          

Arising from the acquisition of interests in IBG LLC

 $278,842 $294,666 $281,615 

Deferred compensation

  6,236  8,724  7,309 

Other

  7,533  3,028  1,135 

Total deferred tax assets

  292,611  305,968  290,059 

Deferred tax liabilities

          

Foreign, primarily THE

  2,964  7,942  14,022 

Other comprehensive income

  (484) (199) 282 

Other

  432  335   

Total deferred tax liabilities

  2,912  8,078  14,304 

Net deferred tax assets

 $289,699 $297,890 $275,755 
 
 December 31, 
 
 2017 2016 2015 
 
 (in millions)
 

Deferred tax assets

          

Arising from the acquisition of interests in IBG LLC

 $146 $273 $288 

Deferred compensation

  4  6  5 

Other

  7  18  18 

Total deferred tax assets

  157  297  311 

Deferred tax liabilities

          

Foreign, primarily THE

  1  2  3 

Other

    1   

Total deferred tax liabilities

  1  3  3 

Net deferred tax assets

 $156 $294 $308 

As of and for the years ended December 31, 20142017 and 2013,2016, 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 jurisdictions. As of December 31, 2014,2017, 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 2006.2008.

        AtAs of December 31, 2014,2017, accumulated earnings held by non-U.S. subsidiaries totaled $1,004.5 million (at$1.1 billion (as of December 31, 2013 $1,072.9 million)2016 $1.0 billion). Of this amount, approximately $393.7 million (at$0.3 billion (as of December 31, 2013 $422.3 million)2016 $0.3 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 $293.0 million$0.2 billion and $318.7 million$0.2 billion as of December 31, 20142017 and December 31, 2013,2016, 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.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14.11. Property, Equipment and EquipmentIntangible Assets

Property, equipment and equipment,intangible assets, which isare included in other assets in the consolidated statements of financial condition, is comprisedconsist of leasehold improvements, computer equipment, software developed for the Company's internal use, and office furniture, equipment and equipment. Atacquired technology. As of December 31, 20142017 and 2013,2016, property, equipment and equipmentintangible assets consisted of:

 
 2014 2013 
 
 (in thousands)
 

Leasehold improvements

 $17,341 $21,177 

Computer equipment

  8,515  8,157 

Internally developed software

  44,172  39,127 

Office furniture and equipment

  3,270  3,727 

  73,298  72,188 

Less—accumulated depreciation and amortization

  (41,475) (39,951)

Property and equipment, net

 $31,823 $32,237 
 
 December 31, 
 
 2017 2016 
 
 (in millions)
 

Leasehold improvements

 $7 $6 

Computer equipment

  17  14 

Office furniture and equipment

  2  2 

  26  22 

Less—accumulated depreciation and amortization

  (12) (9)

Property and equipment, net

  14  13 

Internally developed software

  52  49 

Intangible assets (acquired technology)

  8  7 

Less—accumulated amortization

  (31) (28)

Intangible assets, net

  29  28 

Total property, equipment, and intangible assets, net

 $43 $41 

Depreciation and amortization of $19.7$25 million, $19.2$25 million, and $19.3$22 million, for the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, respectively, is included in occupancy, depreciation and amortization expenses in the consolidated statements of comprehensive income. Amortization expense related to intangible assets is expected to be approximately $16 million, $10 million, and $3 million, for years ended December 31, 2018, 2019, and 2020, respectively.

15.12. Commitments, Contingencies and Guarantees

        In October 2013,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, which removed a small numberpreviously instituted and repeatedly reconfirmed cap of the currency relative to the Euro, several of the Company's brokerage customers had taken relatively largewho held currency futures and spot positions suffered losses in four stocks listed on the Singapore Exchange. In early October 2013, within a very short timeframe, these securities lost over 90%excess of their value.deposits with the Company. The customer accounts were margined and fell into deficits totaling $64 million priorCompany took immediate action to hedge its exposure to the time the Company took possession of their securities positions.foreign currency receivables from these customers. The Company has recognized aestimates the cumulative losslosses related to this event, net of approximately $83.4 million from October 2013 through December 31, 2014. The maximum aggregate loss, which would occur if the securities' prices all fellhedging activity and debt collection efforts, to zero and none of the debts were collected, would be approximately $84$116 million. The Company is currentlyactively pursuing the collection of the debts. The ultimate effect of this incident on the Company's results will depend upon market conditions and 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


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Commitments, Contingencies and Guarantees (Continued)

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 December 31, 20142017 and 2013,2016, reserves provided for potential losses related to litigation matters were not material.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

15. Commitments, Contingencies and Guarantees (Continued)

Trading Technologies Matter

On February 3, 2010, Trading Technologies International, Inc. ("Trading Technologies") filed a complaint in the United StatesU.S. District Court for the Northern District of Illinois, Eastern Division, against Interactive Brokers Group,IBG, Inc., IBG LLC, Holdings, and Interactive BrokersIB LLC. Thereafter, Trading Technologies dismissed Interactive Brokers Group,IBG, Inc. and Holdings from the case, leaving only IBG LLC and Interactive BrokersIB LLC as defendants (the "Defendants"("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 defendantsDefendants deny Trading Technologies' claims, assert that the asserted patents are not infringed and are invalid, and assert several other defenses as well.

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

        On June 2, 2014, theThe Defendants and/or certain codefendants filed a motion 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 United States Patent and Trademark Office ("USPTO") by other defendants in the consolidated cases. Some of the other defendants have similarly requested a stay in light of such petitions. On December 2, 2014, the USPTO issued decisions instituting for Covered Business Method Review ("CBM ReviewReview") on four of the asserted patents for which CBM petitions were filed, declining to institute CBM Review on one of the asserted patents. The District Court hasgranted the Defendants' motion to stay the Litigation pending the CBM Reviews. The USPTO Patent Trial Appeal Board found ten of the twelve asserted patents to be not yet ruledpatentable and two patents to be patentable. The Defendants have filed appeals on the motionsclaims that were held to stay.be patentable.

        The caseIt is in the early stages and discovery has yet to begin. While it is too earlydifficult to predict the outcome of the matter, however, 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 litigationLitigation can be settled on favorable terms.

Class Action Matter

On December 18, 2015, a former individual customer filed a purported class action complaint against IB LLC, IBG, Inc., and Thomas Frank, PhD, the Company's Executive Vice President and Chief Information Officer, in the U.S. District Court for the District of Connecticut. The complaint alleges that the former customer and members of the purported class of IB LLC's customers were harmed by alleged "flaws" in the computerized system used by the Company to close out (i.e., liquidate) positions in customer brokerage accounts that have margin deficiencies. The complaint seeks, among other things, undefined compensatory damages and declaratory and injunctive relief.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Commitments, Contingencies and Guarantees (Continued)

On February 19, 2016, the Company filed a motion to dismiss the class action complaint. On September 28, 2016, the Court issued an order granting the Company's motion to dismiss and dismissing the complaint in its entirety, and without providing plaintiff leave to amend. On October 5, 2016, the Court entered judgment in the Company's favor. On October 12, 2016, plaintiff filed motions for leave to file an amended complaint and to vacate or amend judgment. On November 14, 2016, plaintiff also filed a motion to disqualify the district judge. The Company opposed all three motions. In memoranda of decision dated August 29, 2017 and September 5, 2017, the Court denied the motions. On September 28, 2017, plaintiff appealed the order of dismissal and subsequent judgment to the United States Court of Appeals for the Second Circuit. On January 9, 2018, the plaintiff filed his appellate brief. The opposition brief is currently due on April 10, 2018. We believe that the appeal, like the original complaint, lacks merit. Further, even if the Court's dismissal were to be overturned on appeal, we do not believe that a purported class action is appropriate given the great differences in portfolios, markets and many other circumstances surrounding the liquidation of any particular customer's margin-deficient account. IB LLC and the related defendants intend to continue to defend themselves vigorously against the case and, consistent with past practice in connection with this type of unwarranted action, any potential claims for counsel fees and expenses incurred in defending the case shall be fully pursued against the plaintiff.

Leases

Operating Companies have non-cancelable operating leases covering office space. All but one of the office space leases are subject to escalation clauses based on specified costs incurred by the respective landlords and contain renewal elections. Rent expense calculated on a straight-line basis for the Company was $12.9$15 million, $13.3$16 million and $13.3$14 million for the three years ended December 31, 2014, 20132017, 2016, and 2012,2015, respectively, and is reportedincluded in occupancy, depreciation and


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

15. Commitments, Contingencies and Guarantees (Continued)

amortization expenses in the consolidated statements of comprehensive income. As of December 31, 2014,2017, the Company's minimum annual lease commitments totaled $41.8$154 million, as follows:

Year
 (in thousands) 

2015

 $11,495 

2016

  11,367 

2017

  9,259 

2018

  9,115 

Thereafter

  632 

 $41,868 
Year
 (in millions) 

2018

 $15 

2019

  10 

2020

  10 

2021

  10 

2022

  14 

Thereafter

  95 

 $154 

Guarantees

Certain of the Operating Companies provide guarantees to securities and commodities 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


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Commitments, Contingencies and Guarantees (Continued)

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 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 consolidated statements of financial condition for such customer obligations.

Other Commitments

Certain clearing houses, and 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.

16.13. Segment and Geographic Information

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

The Company conducts its electronic brokerage business through itscertain Interactive Brokers subsidiaries, which provide electronic trade execution and clearing services to customers worldwide. The Company conducts its remaining market making business (see Note 2—Discontinued Operations and Costs Associated with Exit or Disposal Cost) principally through its Timber Hill subsidiaries on the


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

16. Segment and Geographic Information (Continued)

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 geographicalgeographic 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 ourthe Company's overall currency diversification strategy, corporate assets and eliminations.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13. Segment and Geographic Information (Continued)

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 years ended December 31, 2014, 20132017, 2016, and 2012,2015, and to total assets as of December 31, 2014, 20132017, 2016, and 2012.2015:

 
 Year ended December 31, 
 
 2014 2013 2012 
 
 (in millions)
 

Net revenues

          

Electronic brokerage

 $952.3 $818.5 $672.2 

Market making

  284.4  361.1  490.5 

Corporate and eliminations

  (193.4) (103.4) (32.2)

Total net revenues

 $1,043.3 $1,076.2 $1,130.5 

Income before income taxes

          

Electronic brokerage

 $588.5 $395.8 $343.5 

Market making

  114.1  158.5  219.5 

Corporate and eliminations

  (196.5) (103.0) (36.0)

Total income before income taxes

 $506.1 $451.3 $527.0 
 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions)
 

Net revenues

          

Electronic brokerage

 $1,405 $1,239 $1,097 

Market making

  86  190  298 

Corporate

  211  (33) (206)

Total net revenues

 $1,702 $1,396 $1,189 

Income before income taxes

          

Electronic brokerage

 $860 $756 $536 

Market making

  (27) 44  130 

Corporate

  216  (39) (208)

Total income before income taxes

 $1,049 $761 $458 

 

 
 December 31,
2014
 December 31,
2013
 December 31,
2012
 
 
 (in millions)
 

Segment Assets

          

Electronic brokerage

 $38,280.1 $31,333.5 $25,741.5 

Market making

  12,172.4  12,139.5  12,730.8 

Corporate and eliminations

  (7,067.5) (5,602.3) (5,272.7)

Total assets

 $43,385.0 $37,870.7 $33,199.6 
 
 December 31, 
 
 2017 2016 2015 
 
 (in millions)
 

Segment assets

          

Electronic brokerage

 $58,787 $50,072 $44,421 

Market making

  8,469  11,765  10,825 

Corporate

  (6,094) (7,164) (6,512)

Total assets

 $61,162 $54,673 $48,734 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

16. Segment and Geographic Information (Continued)

The Company operates its automated global business in the U.S. and international markets on more than 100120 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.). The following table presents total net revenues and income before income taxes by geographic area for the three years ended December 31, 2014, 20132017, 2016, and 2012.2015. The geographic analysis presented below is based on the location of the subsidiaries in which the transactions are recorded. This geographic information does not reflect the way the Company's business is managed.


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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13. Segment and Geographic Information (Continued)

 
 Year ended December 31, 
 
 2014 2013 2012 
 
 (in millions)
 

Net revenues

          

United States

 $964.6 $889.0 $862.7 

International

  279.6  295.6  301.5 

Corporate and eliminations

  (200.9) (108.4) (33.7)

Total net revenues

 $1,043.3 $1,076.2 $1,130.5 

Income before income taxes

          

United States

 $619.7 $456.2 $468.9 

International

  90.3  98.2  95.4 

Corporate and eliminations

  (203.9) (103.1) (37.3)

Total income before income taxes

 $506.1 $451.3 $527.0 
 
 Year-Ended December 31, 
 
 2017 2016 2015 
 
 (in millions)
 

Net revenues

          

United States

 $1,393 $1,046 $832 

International

  309  350  357 

Total net revenues

 $1,702 $1,396 $1,189 

Income before income taxes

          

United States

 $947 $632 $294 

International

  102  129  164 

Total income before income taxes

 $1,049 $761 $458 

17.14. Regulatory Requirements

        AtAs of December 31, 2014,2017, aggregate excess regulatory capital for all of the Operating Companies was $3.27$4.5 billion.

IB LLC, TH LLC and IB LLCCorp are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act, andIB LLC is also subject to the CommodityCommodities 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, THSHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, THAIBA is subject to the Australian StockSecurities 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, IBHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, 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.capital:

 
 Net Capital/
Eligible Equity
 Requirement Excess 
 
 (in millions)
 

IB LLC

 $2,333.9 $279.0 $2,054.9 

TH LLC

  374.2  63.6  310.6 

THE

  661.7  205.3  456.4 

Other regulated Operating Companies

  486.0  36.1  449.9 

 $3,855.8 $584.0 $3,271.8 
 
 Net Capital/
Eligible Equity
 Requirement Excess 
 
 (in millions)
 

IB LLC

 $3,548 $495 $3,053 

TH LLC

  279  1  278 

THE

  614  92  522 

Other regulated operating companies

  773  121  652 

 $5,214 $709 $4,505 

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

17. Regulatory Requirements (Continued)

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 CompanyOperating Companies are subject to other regulatory restrictions and requirements.

        AtAs of December 31, 2014,2017, all of the regulated Operating Companies were in compliance with their respective regulatory capital requirements.


18.Table of Contents


Interactive Brokers Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

15. Related Party Transactions

Receivable from affiliate, reported in other assets in the 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 accompanying consolidated statements of financial condition as of December 31, 20142017 and December 31, 20132016 were accounts receivable from directors, officers and their affiliates of $151.9$250 million and $0.4$78 million and payables of $273.7$648 million and $815.5$468 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.

19.16. Subsequent Events

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

        On January 15, 2015, due to a sudden moveExcept as disclosed 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 futuresNote 4 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 unsecured receivables, net of hedging activity, to be approximately $129 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.

        NoNote 12, no other recordable or disclosable events occurred.

*****


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SUPPLEMENTARY DATA

Unaudited Quarterly results

The Company's unaudited quarterly results for 20142017 and 20132016 reflect the condensed consolidated operating results of IBG, Inc. and its subsidiaries.

 
 2014 Quarterly Data 
 
 First Second Third Fourth 
 
 (in millions)
 

Revenues

 $369.2 $321.2 $195.2 $229.9 

Interest expense

  14.3  11.9  24.2  21.8 

Net Revenues

  354.9  309.3  171.0  208.1 

Non-interest expenses

             

Execution and clearing

  54.2  51.6  52.2  53.5 

Employee compensation and benefits

  53.5  53.6  49.4  48.3 

Other

  29.1  29.9  29.9  32.0 

Total non-interest expenses

  136.8  135.1  131.5  133.8 

Income before income taxes

  218.1  174.2  39.5  74.3 

Income tax expense

  16.9  13.5  7.8  9.1 

Noncontrolling interests

  182.1  145.6  28.5  58.1 

Net Income

 $19.1 $15.1 $3.2 $7.1 

Basic earnings per share

 $0.35 $0.27 $0.06 $0.12 

Diluted earnings per share

 $0.34 $0.26 $0.05 $0.12 
��

Net Income

 $19.1 $15.1 $3.2 $7.1 

Other comprehensive income (loss)

             

Cumulative translation adjustment, before income taxes

  0.5  1.6  (11.1) (6.3)

Income taxes related to items of other comprehensive income

  0.1  0.1  (0.3) (0.2)

Other comprehensive income (loss), net of tax

  0.4  1.5  (10.8) (6.1)

Comprehensive income attributable to common stockholders

 $19.5 $16.6 $(7.6)$1.0 

Comprehensive income attributable to noncontrolling interests

             

Net income attributable to noncontrolling interests

 $182.1 $145.6 $28.5 $58.1 

Other comprehensive income (loss)—cumulative translation adjustment

  3.1  9.6  (67.2) (37.5)

Comprehensive income attributable to noncontrolling interests

 $185.2 $155.2 $(38.7)$20.6 
 
 2017 Quarterly Data 
 
 First Second Third Fourth 
 
 (in millions)
 

Revenues

 $409 $438 $487 $593 

Interest expense

  35  51  61  78 

Net revenues

  374  387  426  515 

Non-interest expenses

             

Execution and clearing

  61  63  61  56 

Employee compensation and benefits

  62  66  64  57 

Other

  38  54  33  38 

Total non-interest expenses

  161  183  158  151 

Income before income taxes

  213  204  268  364 

Income tax expense

  18  17  21  200 

Less net income attributable to noncontrolling interests

  171  164  216  166 

Net income available for common stockholders

 $24 $23 $31 $(2)

Basic earnings per share

 $0.35 $0.33 $0.44 $(0.02)

Diluted earnings per share

 $0.34 $0.32 $0.43 $(0.02)

Net income (loss) available for common stockholders

 $24 $23 $31 $(2)

Other comprehensive income

             

Cumulative translation adjustment, before income taxes

  4  6  1   

Income taxes related to items of other comprehensive income

         

Other comprehensive income, net of tax

  4  6  1   

Comprehensive income (loss) available for common stockholders

 $28 $29 $32 $(2)

Comprehensive income attributable to noncontrolling interests

             

Net income attributable to noncontrolling interests

 $171 $164 $216 $166 

Other comprehensive income (loss)—cumulative translation adjustment

  19  31  5  (1)

Comprehensive income attributable to noncontrolling interests

 $190 $195 $221 $165 

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 2013 Quarterly Data 
 
 First Second Third Fourth 
 
 (in millions)
 

Revenues

 $229.0 $297.5 $338.5 $262.9 

Interest expense

  12.9  13.6  12.2  13.0 

Net Revenues

  216.1  283.9  326.3  249.9 

Non-interest expenses

             

Execution and clearing

  59.5  64.8  56.0  62.2 

Employee compensation and benefits

  46.3  58.0  44.3  56.7 

Other

  28.1  27.2  29.6  92.2 

Total non-interest expenses

  133.9  150.0  129.9  211.1 

Income before income taxes

  82.2  133.9  196.4  38.8 

Income tax expense

  6.9  13.9  10.4  2.5 

Noncontrolling interests

  68.7  109.7  169.5  32.7 

Net Income

 $6.6 $10.3 $16.5 $3.6 

Basic earnings per share

 $0.14 $0.21 $0.33 $0.07 

Diluted earnings per share

 $0.14 $0.21 $0.32 $0.07 

Net Income

 $6.6 $10.3 $16.5 $3.6 

Other comprehensive income (loss)

             

Cumulative translation adjustment, before income taxes

  (3.8) (3.9) 3.7  0.8 

Income taxes related to items of other comprehensive income(1)

    (0.4) 0.1  (0.2)

Other comprehensive income (loss), net of tax

  (3.8) (3.5) 3.6  1.0 

Comprehensive income attributable to common stockholders

 $2.8 $6.8 $20.1 $4.6 

Comprehensive income attributable to noncontrolling interests

             

Net income attributable to noncontrolling interests

 $68.7 $109.7 $169.5 $32.7 

Other comprehensive income (loss)—cumulative translation adjustment

  (27.6) (28.0) 26.0  4.9 

Comprehensive income attributable to noncontrolling interests

 $41.1 $81.7 $195.5 $37.6 
 
 2016 Quarterly Data 
 
 First Second Third Fourth 
 
 (in millions)
 

Revenues

 $507 $387 $366 $215 

Interest expense

  18  18  21  22 

Net revenues

  489  369  345  193 

Non-interest expenses

             

Execution and clearing

  62  59  62  61 

Employee compensation and benefits

  58  58  58  68 

Other

  32  39  42  36 

Total non-interest expenses

  152  156  162  165 

Income before income taxes

  337  213  183  28 

Income tax expense

  27  13  15  7 

Less net income attributable to noncontrolling interests

  277  173  148  17 

Net income available for common stockholders

 $33 $27 $20 $4 

Basic earnings per share

 $0.52 $0.41 $0.30 $0.07 

Diluted earnings per share

 $0.51 $0.40 $0.30 $0.07 

Net income available for common stockholders

 $33 $27 $20 $4 

Other comprehensive income

             

Cumulative translation adjustment, before income taxes

  6  (3)   (7)

Income taxes related to items of other comprehensive income

         

Other comprehensive income (loss), net of tax

  6  (3)   (7)

Comprehensive income (loss) available for common stockholders

 $39 $24 $20 $(3)

Comprehensive income attributable to noncontrolling interests

             

Net income attributable to noncontrolling interests

 $277 $173 $148 $17 

Other comprehensive income (loss)—cumulative translation adjustment

  33  (16) 2  (40)

Comprehensive income (loss) attributable to noncontrolling interests

 $310 $157 $150 $(23)

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our CEO and our CFO, we conducted an evaluation of our disclosure controls and procedures; as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. IBG, Inc.'s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of IBG, Inc.; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of IBG, Inc.'s management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

In 2012, the Company's management created the Accounting Policy Committee (the "APC") to provide a robust framework for the design and implementation of all relevant controls. The APC is comprised of nine (9)eight (8) experienced subject matter experts from within the Company's accounting tax and regulatory disciplines, and includes the CFO and the Chief Accounting Officer. The APC is responsible for assessing the effects of complex transactions and related accounting guidance on the Company's financial statements and to report the results of its assessments to management and to the Audit Committee. The APC's mandate includes review and approval of the adoption and implementation of accounting guidance (new or newly applicable) by the Company.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


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Management, including our CEO and our CFO, assessed the effectiveness of IBG, Inc.'s internal control over financial reporting as of December 31, 2014.2017. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on management's assessment and those criteria, management concluded that IBG, Inc. maintained effective internal control over financial reporting as of December 31, 2014.2017.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2014,2017, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

Changes to Internal Control Overover Financial Reporting

        There have been noNo changes into our internal control over financial reporting for the year ended December 31, 2014 that2017 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors and Stockholders of
Interactive Brokers Group, Inc.
Greenwich, CT

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Interactive Brokers Group, Inc. and subsidiaries (the "Company") as of December 31, 2014,2017, based on criteria established inInternal Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition as of December 31, 2017 and 2016 and the related consolidated statements of comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31, 2017, of the Company and our report dated February 28, 2018, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


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Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established inInternal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission./s/ Deloitte & Touche LLP
New York, New York
February 28, 2018


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        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2014, of the Company and our report dated March 2, 2015 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York

March 2, 2015


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ITEM 9B.    OTHER INFORMATION

Not applicable.


PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information related to the Company's directors and nominees under the following captions in the Company's Proxy Statement is incorporated by reference herein.herein:

    "Item 1—Election of Directors"

    "Item 1—Election of Directors—Board Meetings and Committees"

Code of Ethics

IBG, Inc.'s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, its Chief Financial Officer and its Controller.Chief Accounting Officer. Information relating to our Code of Business Conduct and Ethics is included in Part I, Item 1 of this Annual Report on Form 10-K. We will post any amendments to the Code of Ethics and Business Conduct, and any waivers that are required to be disclosed by the rules of either the SEC or NASDAQ on the investor relations section of our website located at www.interactivebrokers.com/ir.

ITEM 11.    EXECUTIVE COMPENSATION

Information relating to director and executive officer compensation under the following captions in the Company's Proxy Statement is incorporated by reference herein.herein:

    "Compensation of Directors"

    "Executive Compensation"

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Other information relating to security ownership of certain beneficial owners and management is set forth under the caption "Beneficial Ownership of Directors, Executive Officers and Owners of More than Five Percent" in the Company's Proxy Statement and such information is incorporated by reference herein.

ITEM 13.    TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Information regarding certain relationships and related transactions under the following caption in the Company's Proxy Statement and such information is incorporated by reference herein.herein:

    "Certain Relationships and Related Transactions"

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accounting fees and under the following caption in the Company's Proxy Statement is incorporated by reference herein.herein:

    "Item 2—3—Ratification of Appointment of Independent Registered Public Accounting Firm"

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    PART IV

    ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    Documents filed as part of this report

    1.     Consolidated Financial Statements

    The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof and in Part II, Item 8 hereof.

    2.     Financial Statement Schedule

    The financial statement schedule required in the Annual Report on Form 10-K is listed on page F-1 hereof. The required schedule appears on pages F-1 through F-5 hereof.


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    3.     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)February 24, 2016).**

     

    10.1

     

    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).**

     

    10.2

     

    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).**

     

    10.3

     

    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).**

     

    10.4

     

    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 theCompanythe Company on June 15, 2007).**

     

    10.5

     

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

     

    10.6

     

    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).**+

     

    10.7

     

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


    10.8


    Second Amendment to Exchange Agreement by and among Interactive Brokers Group, Inc., IBG Holdings LLC, IBG (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 31, 2015 filed by the Company on November 9, 2015).**


    10.9


    First Amendment to Limited Liability Company Agreement of IBG Holdings LLC (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 31, 2015 filed by the Company on November 9, 2015).**

     

    11.1

     

    Statement Re; Computation of Earnings per Common Share (the calculation of per share earnings is disclosed in Part II, Item 8, Note 4 to the Consolidated Financial Statements "Equity and Earnings per Share" and is omitted in accordance with Item 601 Section (b)(11) of Regulation S-K).

     

    21.1

     

    Subsidiaries of the registrant.


    23.1


    Consent of Independent Registered Public Accounting Firm.

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    Exhibit
    Number
     Description
     23.131.1 Consent of Independent Registered Public Accounting Firm.


    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 Annual Report on Form 10-K for the annual period ended December 31, 2014,2016, 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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    ITEMS. 15 (a)(1) and 15 (a)(2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

    Financial Statement Schedule

    Schedule I—Condensed Financial Information of Registrant (Parent Company Only)

      

    Report of Independent Registered Public Accounting Firm

     F-1

    Condensed Statements of Financial Condition as of December 31, 20142017 and 20132016

     F-2

    Condensed Statements of Comprehensive Income for the Years Endedended December 31, 2014, 20132017, 2016, and 20122015

     F-3

    Condensed Statements of Cash FlowsFlow for the Years ended December 31, 2014, 20132017, 2016, and 20122015

     F-4

    Notes to Condensed Financial Statements

     F-5

    Table of Contents

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Stockholders and the Board of Directors and Stockholders of
    Interactive Brokers Group, Inc.
    Greenwich, CT

    Opinion on the Financial Statement Schedules

    We have audited the consolidated financial statements of Interactive Brokers Group, Inc. and subsidiaries (the "Company") as of December 31, 20142017 and 2013,2016, and for each of the three years in the period ended December 31, 2014,2017, and the Company's internal control over financial reporting as of December 31, 2014,2017, and have issued our reports thereon dated March 2, 2015;February 28, 2018; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement scheduleschedules of the Company listed in the accompanying indexIndex at Item 15. ThisThese condensed financial statement schedule isschedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement schedules based on our audits. In our opinion, such condensed financial statement schedule,schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presentspresent fairly, in all material respects, the information set forth therein.

    /s/ Deloitte & Touche LLP
    New York, New York
    March 2, 2015February 28, 2018

    We have served as the Company's auditor since 1990.


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    INTERACTIVE BROKERS GROUP, INC.

    (Parent Company Only)

    CONDENSED STATEMENTS OF FINANCIAL CONDITION

    As of December 31,
    (in thousands, except share and per share amounts)
     2014 2013 

    Assets

           

    Cash and cash equivalents

     $1,154 $1,164 

    Investments in subsidiaries, equity basis

      748,449  691,499 

    Other assets

      294,136  302,919 

    Total assets

     $1,043,739 $995,582 

    Liabilities and stockholders' equity

           

    Liabilities:

           

    Payable to affiliates

     $277,395 $287,216 

    Accrued expenses and other liabilities

      20  1,102 

      277,415  288,318 

    Stockholders' equity:

           

    Common stock, $0.01 par value per share:

           

    Class A—Authorized—1,000,000,000, Issued—58,612,245 and 54,788,049 shares, Outstanding—58,473,186 and 54,664,095 shares at December 31, 2014 and 2013

      586  548 

    Class B—Authorized, Issued and Outstanding—100 shares at December 31, 2014 and 2013

         

    Additional paid-in capital

      636,150  583,312 

    Retained earnings

      120,670  98,868 

    Accumulated other comprehensive income, net of income taxes of $651 and $936 at December 31, 2014 and 2013

      11,982  27,028 

    Treasury stock, at cost, 139,059 and 123,954 shares at December 31, 2014 and 2013

      (3,064) (2,492)

    Total stockholders' equity

      766,324  707,264 

    Total liabilities and stockholders' equity

     $1,043,739 $995,582 
     
     December 31, 
    (in millions, except share amounts)
     2017 2016 

    Assets

           

    Cash and cash equivalents

     $ $ 

    Investments in subsidiaries, equity basis

      1,122  964 

    Other assets

      156  297 

    Total assets

     $1,278 $1,261 

    Liabilities and Equity

           

    Liabilities:

           

    Payable to affiliates

     $187 $285 

    Accrued expenses and other liabilities

      1  2 

      188  287 

    Stockholders' equity:

           

    Common stock, $0.01 par value per share:

           

    Class A—Authorized—1,000,000,000, Issued—71,609,049 and 68,119,412 shares, Outstanding—71,475,755 and 67,984,973 shares as of December 31, 2017 and 2016

      1  1 

    Class B—Authorized, Issued and Outstanding—100 shares as of December 31, 2017 and 2016

         

    Additional paid-in capital

      832  775 

    Retained earnings

      251  203 

    Accumulated other comprehensive income, net of income taxes of $1 and $0 as of December 31, 2017 and 2016

      9  (2)

    Treasury stock, at cost, 133,294 and 134,439 shares as of December 31, 2017 and 2016

      (3) (3)

    Total equity

      1,090  974 

    Total liabilities and equity

     $1,278 $1,261 

       

    See accompanying notes to the condensed financial statements.


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    INTERACTIVE BROKERS GROUP, INC.

    (Parent Company Only)

    CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

    Year ended December 31,
    (in thousands)
     2014 2013 2012 

    Revenues—dividends, interest and other

     $3 $4 $ 

    Expenses:

              

    Other

        51   

    Delaware franchise taxes

      180  180  180 

    Total expenses

      180  231  180 

    Loss before equity in income of subsidiary

      (177) (227) (180)

    Equity in income of subsidiary, net of tax

      44,710  37,230  40,848 

    Net income

     $44,533 $37,003 $40,668 

    Net income attributable to common stockholders

     $44,533 $37,003 $40,668 

    Cumulative translation adjustment, net of tax

      (15,046) (2,726) 11,267 

    Comprehensive income attributable to common stockholders

     $29,487 $34,277 $51,935 
     
     Year-Ended
    December 31,
     
    (in millions)
     2017 2016 2015 

    Income (loss) before income from subsidiaries

     $92 $(1)$ 

    Undistributed gains of subsidiaries, net

      147  117  67 

    Income tax expense

      163  32  18 

    Net income

     $76 $84 $49 

    Net income available for common stockholders

     $76 $84 $49 

    Cumulative translation adjustment, net of tax

      11  (4) (10)

    Comprehensive income available for common stockholders

     $87 $80 $39 

       

    See accompanying notes to the condensed financial statements.


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    INTERACTIVE BROKERS GROUP, INC.

    (Parent Company Only)

    CONDENSED STATEMENTS OF CASH FLOWS

    Year ended December 31,
    (in thousands)
     2014 2013 2012 

    Cash flows from operating activities:

              

    Net income

     $44,533 $37,003 $40,668 

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

              

    Equity in income of subsidiary

      (44,710) (37,230) (40,848)

    Deferred income taxes

      21,517  17,565  17,283 

    Changes in operating assets and liabilities

      (43,589) (16,557) (21,337)

    Net cash (used in) provided by operating activities

      (22,249) 781  (4,234)

    Cash flows from investing activities

      44,970  20,496  70,608 

    Cash flows used in financing activities

      (22,731) (20,207) (66,298)

    Net (decrease) increase in cash and cash equivalents

      (10) 1,070  76 

    Cash and cash equivalents at beginning of year

      1,164  94  18 

    Cash and cash equivalents at end of year

     $1,154 $1,164 $94 

    Supplemental disclosures of cash flow information:

              

    Interest paid

     $ $ $ 

    Taxes paid

     $5,954 $29 $ 
     
     Year-Ended
    December 31,
     
    (in millions)
     2017 2016 2015 

    Cash flows from operating activities

              

    Net income

     $76 $84 $49 

    Adjustments to reconcile net income to net cash provided by operating activities          

              

    Undistributed gains of subsidiaries, net

      (147) (117) (67)

    Deferred income taxes

      149  30  13 

    Gain on remeasurement of Tax Receivable Agreement liability

      (93)    

    Changes in operating assets and liabilities

      (9) 9  9 

    Net cash (used in) provided by operating activities

      (24) 6  4 

    Cash flows provided by investing activities

      56  42  40 

    Cash flows used in financing activities

      (43) (44) (34)

    Effect of exchange rate changes on cash and cash equivalents

      11  (5) (10)

    Net increase (decrease) in cash and cash equivalents

        (1)  

    Cash and cash equivalents at beginning of period

        1  1 

    Cash and cash equivalents at end of period

     $ $ $1 

    Supplemental disclosures of cash flow information

              

    Cash paid for interest

     $ $ $ 

    Cash paid for taxes, net

     $13 $(1)$ 

    Non-cash investing activities:

              

    Non-cash distributions from subsidiaries

     $ $1 $ 

       

    See accompanying notes to the condensed financial statements.


    Table of Contents


    INTERACTIVE BROKERS GROUP, INC.

    (Parent Company Only)

    NOTES TO CONDENSED FINANCIAL STATEMENTS

    (In U.S. dollars (thousands), unless otherwise noted)

    1. Basis of Presentation

    The accompanying condensed financial statements (the "Parent Company Financial Statements") of Interactive Brokers Group, Inc. ("IBG, Inc."), a Delaware holding company, including the notes thereto, should be read in conjunction with the consolidated financial statements of Interactive Brokers Group,IBG, Inc. and its subsidiaries (the "Company") and the notes thereto. IBG, Inc.'s primary operating asset is its ownership interest in IBG LLC, an automated global electronic broker and market maker and electronic broker specializing in routing ordersexecuting and processingclearing trades in securities, futures, and foreign exchange instruments.instruments, bonds and mutual funds on more than 120 electronic exchanges and market centers around the world and offering custody, prime brokerage, securities and margin lending services to customers.

    The preparation of the Parent Company Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures in the condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.

    Income Taxes

    Refer to Note 2 to the consolidated financial statements.

    2. Related Party Transactions with Affiliates

    As of December 31, 2014,2107, there were no receivables from affiliates. Dividends received from IBG LLC for the three years ended December 31, 2014, 20132017, 2016, and 20122015, were $45.0$56 million, $20.5$43 million, and $70.6$40 million, respectively.

    As of December 31, 20142017 and 2013,2016, respectively, payable to affiliates of $277.4$187 million and $287.2$285 million consisted primarily of amounts payable to Holdings under the Tax Receivable Agreement.

    3. Stockholders' Equity

    Refer to Note 4 to the consolidated financial statements.

    4. Employee StockIncentive Plans

    Refer to Note 129 to the consolidated financial statements.

    5. Commitments, Contingencies and Guarantees

    Refer to Note 1512 to the consolidated financial statements.

    6. Subsequent Events

    As required by FASB ASC Topic, 855, "Subsequent Events" the CompanyEvents," IBG, Inc. has evaluated subsequent events for adjustment to or disclosure in its condensed financial statements through the date the condensed financial statements were issued. No

    Except as disclosed in Note 4 and Note 12 to the consolidated financial statements, no other recordable or disclosable events not otherwise reported in these condensed financial statements or the notes thereto, occurred.

    ****


    Table of Contents


    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: March 2, 2015February 28, 2018

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.indicated:

    Signature
     
    Title
     
    Date



     

     

     

     

     
    /s/ THOMAS PETERFFY

    Thomas Peterffy
     Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) March 2, 2015February 28, 2018

    /s/ PAUL J. BRODY

    Paul J. Brody


    Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer)


    March 2, 2015

    /s/ DENIS MENDONCA

    Denis Mendonca

     

    ControllerChief Accounting Officer (Principal Accounting Officer)

     

    March 2, 2015February 28, 2018


    /s/ LAWRENCE E. HARRIS

    Lawrence E. Harris

     

    Director

     

    March 2, 2015February 28, 2018


    /s/ HANS R. STOLLGARY KATZ

    Hans R. StollGary Katz

     

    Director

     

    March 2, 2015February 28, 2018


    /s/ RICHARD GATES

    Richard Gates

     

    Director

     

    March 2, 2015February 28, 2018