ibkr3q2010_10q.htm


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

FORM 10-Q
 

(Mark One)
     
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended September 30, 2010.
     
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the transition  period from           to         

Commission File Number: 001-33440
 
INTERACTIVE BROKERS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
30-0390693
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification No.)

One Pickwick Plaza
Greenwich, Connecticut 06830
(Address of principal executive office)
 
(203) 618-5800
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  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  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
SS Smaller reporting company o
   
(Do not check if a smaller
 
   
reporting company)
 
       
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o    No  x.
 
As of November 8, 2010, there were 42,222,349 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.
 



 
 

 

 
INTERACTIVE BROKERS GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010
Table of Contents
 
 
   
Page
   
No.
     
PART I:
FINANCIAL INFORMATION
 
     
Item 1:
Financial Statements (Unaudited)
3
     
 
Condensed Consolidated Statements of Financial Condition
4
     
 
Condensed Consolidated Statements of Income
5
     
 
Condensed Consolidated Statements of Cash Flows
6
     
 
Condensed Consolidated Statement of Changes in Equity
7
     
 
Notes to Condensed Consolidated Financial Statements
8
     
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
49
     
Item 4:
Controls and Procedures
51
     
PART II:
OTHER INFORMATION
 
     
Item 1:
Legal Proceedings
52
     
Item 1A:
Risk Factors
52
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
52
     
Item 3:
Defaults upon Senior Securities
52
     
Item 5:
Other Information
52
     
Item 6:
Exhibits
53
     
SIGNATURES
54

 
2

 

 PART I: FINANCIAL INFORMATION
 


Financial Statements Introductory Note
 
Interactive Brokers Group, Inc. (“IBG, Inc.” or the “Company”) is a holding company whose primary asset is its ownership of approximately 10.8% of the membership interests of IBG LLC (the “Group”).  See Notes 1 and 4 to the unaudited condensed consolidated financial statements for further discussion of the Company’s capital and ownership structure.

We are an automated global electronic market maker and broker specializing in routing orders and executing and processing trades in securities, futures, foreign exchange instruments, bonds and mutual funds on more than 80 electronic exchanges and trading venues around the world.  In the U.S., our business is conducted from our headquarters in Greenwich, Connecticut and from Chicago, Illinois and Jersey City, New Jersey.  Abroad, we conduct business through offices located in Canada, England, Switzerland, Hong Kong, India, Australia and Japan.  At September 30, 2010 we had 855 employees worldwide.


 
3

 

Interactive Brokers Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition
(Unaudited)
           
September 30,
     
December 31,
 
(in thousands, except share data)    
2010
     
2009
 
Assets                
Cash and cash equivalents   $
           1,291,717
     $
         806,560
 
Cash and securities - segregated for regulatory purposes
   
         7,623,281
     
         6,910,657
 
Securities borrowed
   
         4,667,660
     
         5,063,026
 
Securities purchased under agreements to resell
   
         397,170
     
            231,284
 
Trading assets, at fair value:
               
  Financial instruments owned    
      7,088,739
     
7,809,944
 
 
Financial instruments owned and pledged as collateral
   
         2,124,464
     
         1,534,038
 
           
         9,213,203
     
         9,343,982
 
Other receivables:
               
 
Customers, less allowance for doubtful accounts of $18,212 and
               
   
$16,637 at September 30, 2010 and December 31, 2009
   
         5,421,237
     
         3,239,625
 
 
Brokers, dealers and clearing organizations
   
            537,438
     
            493,063
 
 
Receivable from affiliate
   
                1,188
     
                1,160
 
 
Interest
   
              14,774
     
              14,720
 
           
         5,974,637
     
         3,748,568
 
Other assets
   
            492,759
     
            501,474
 
Total assets
   $
     29,660,427
     $
     26,605,551
 
                       
Liabilities and equity
               
Liabilities:
               
Trading liabilities - financial instruments sold but not yet purchased,
               
at fair value
   $
       8,340,378
     $
       8,763,201
 
Securities loaned
   
         1,610,546
     
         1,133,658
 
Short-term borrowings
   
            148,087
     
            320,803
 
Other payables:
               
 
Customers
   
       13,413,166
     
       10,587,701
 
 
Brokers, dealers and clearing organizations
   
            278,766
     
            164,523
 
 
Payable to affiliate
   
            298,982
     
            298,982
 
 
Accounts payable, accrued expenses and other liabilities
   
            227,960
     
            244,715
 
 
Interest
   
                8,013
     
                9,060
 
           
       14,226,887
     
       11,304,981
 
                       
Senior notes payable
   
            219,632
     
            205,777
 
Senior secured credit facility
   
                        -
     
                        -
 
           
       24,545,530
     
       21,728,420
 
                       
Commitments, contingencies and guarantees
               
                       
Equity:
               
Stockholders’ equity:
               
 
Common stock, $0.01 par value per share:
               
 
Class A – Authorized - 1,000,000,000, Issued - 47,784,286
               
    Outstanding – 42,222,349 and 41,216,779 at September 30, 2010                 
   
and December 31, 2009
 
                   478
     
                   478
 
 
Class B – Authorized, Issued and Outstanding – 100 shares
               
   
at September 30, 2010 and December 31, 2009
   
                        -
     
                        -
 
 
Additional paid-in capital
   
            528,586
     
            528,586
 
 
Retained earnings
   
            196,176
     
            177,409
 
 
Accumulated other comprehensive income, net of income taxes of
               
   
$9,816 and $6,343 at September 30, 2010 and December 31, 2009
   
              16,891
     
              10,914
 
 
Treasury stock, at cost, 5,561,937 and 6,567,507 shares
               
   
at September 30, 2010 and December 31, 2009
   
           (118,940
)    
           (142,441
Total stockholders’ equity
   
            623,191
     
            574,946
 
Non-controlling interests
   
         4,491,706
     
         4,302,185
 
Total equity
   
         5,114,897
     
         4,877,131
 
Total liabilities and equity
   $
    29,660,427
     $
    26,605,551
 
   
See accompanying notes to the unaudited condensed consolidated financial statements.  


 
4

 

Interactive Brokers Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
                             
        Three months ended   Nine months ended
        September 30,    
September 30,
(in thousands, except for shares or per share amounts)
  2010   2009   2010   2009
                             
Revenues:
                       
 
Trading gains     $
             168,675
    $
         154,709
  $
        326,889
   $
       558,853
 
Commissions and execution fees    
                  90,144
   
             89,007
   
           289,396
   
         263,453
 
Interest income
   
                  42,350
   
             29,902
   
           119,967
   
           89,716
 
Other income
   
                  13,928
   
             13,047
   
             48,425
   
           42,050
 
Total revenues    
                315,097
   
           286,665
   
           784,677
   
         954,072
                             
Interest expense
   
                  15,959
   
             15,173
   
             48,833
   
           54,141
                             
 
Total net revenues    
                299,138
   
           271,492
   
           735,844
   
         899,931
                             
Non-interest expenses:
                       
 
Execution and clearing
   
                  61,905
   
             69,422
   
           207,075
   
         201,333
 
Employee compensation and benefits
   
                  49,613
   
             43,015
   
           149,649
   
         128,312
 
Occupancy, depreciation and amortization
   
                    9,197
   
             10,008
   
             27,549
   
           29,511
 
Communications
   
                    5,834
   
               6,105
   
             17,558
   
           16,609
 
General and administrative
   
                  10,669
   
               9,675
   
             35,104
   
           31,844
 
 
Total non-interest expenses
   
                137,218
   
           138,225
   
           436,935
   
         407,609
                             
Income before income taxes
   
                161,920
   
           133,267
   
           298,909
   
         492,322
                             
Income tax expense
   
                  13,201
   
             13,168
   
             25,735
   
           50,191
Net income
   
                148,719
   
           120,099
   
           273,174
   
         442,131
 
Less net income attributable to non-controlling interests
   
                137,683
   
           111,689
   
           254,407
   
         408,281
Net income available for common stockholders
    $
                11,036
    $
            8,410
   $
           18,767
   $
        33,850
                             
Earnings per share:
                       
 
Basic
    $
                    0.26
    $
               0.20
   $
               0.45
   $
             0.83
 
Diluted
    $
                    0.26
    $
              0.20
   $
               0.44
   $
             0.81
                             
Weighted average common shares outstanding:
                       
 
Basic
   
42,222,449
   
41,214,598
   
41,750,973
   
40,891,841
 
Diluted
   
42,784,799
   
41,973,518
   
42,401,307
   
41,740,729
                             
                             
 
See accompanying notes to the unaudited condensed consolidated financial statements.




 
5

 
Interactive Brokers Group, Inc. and Subsidiaries  
Condensed Consolidated Statements of Cash Flows  
(Unaudited)  
         
Nine months ended September 30,
 
(in thousands)    
2010
     
2009
 
Cash flows from operating activities:                
  Net income   $
273,174
    $  442,131  
  Adjustments to reconcile net income to net cash provided by                
  operating activities:                
    Translation losses (gains)    
              169,454
     
              (23,359
)  
    Deferred income taxes    
                  6,409
     
                19,575
 
    Depreciation and amortization    
                13,535
     
                15,318
 
    Employee stock plan compensation    
                30,184
     
                23,777
 
    Losses on non-trading investments, net    
                  2,756
     
                  8,565
 
    Bad debt expense and other    
                  2,491
     
                (1,003
)  
  Change in operating assets and liabilities:                
   
Increase in cash and securities - segregated for regulatory purposes
   
           (712,908
       (1,455,553 )  
    Decrease in securities borrowed    
              385,707
     
              715,446
 
   
(Increase) decrease in securities purchased under agreements to resell
   
    (165,902
)       98,018  
   
Decrease in trading assets
   
                89,774
     
              914,259
 
   
Increase in receivables from customers
           (2,184,861 )      
         (1,321,759
)  
   
(Increase) decrease in other receivables
     (51,618 )      
              551,807
 
   
Decrease (increase) in other assets
   
                  3,668
      
                (1,867
)  
   
Decrease in trading liabilities
          (451,974 )      
         (2,711,190
)  
    Increase in securities loaned    
              472,580
     
              153,039
 
    Increase in payable to customers    
           2,816,952
     
           3,039,265
 
   
Increase (decrease) in other payables
   
                73,909
     
            (186,321
     
Net cash provided by operating activities
   
              773,330
     
              280,148
 
  Cash flows from investing activities:                
    Purchase of investments    
                       (1
)      
                (9,526
)  
    Distribution received from equity investment    
                         -
     
                  2,292
 
    Purchase of property and equipment    
              (14,510
)      
              (17,369
)  
     
Net cash used in investing activities
      (14,511 )      
              (24,603
)  
  Cash flows from financing activities:                
    Dividends paid to non-controlling interests         (114,210 )       (124,748 )  
    Redemption of member interests from IBG Holdings LLC        (27,204 )      
              (14,738
)  
    Redemption of former member interest                     -      
                   (164
    Reduction in non-controlling interest in subsidiary    
                         -
     
                       22
 
    Issuance of senior notes        471,596      
              362,707
 
    Redemptions of senior notes      (457,741 )      
            (320,638
)  
    Borrowings under senior secured credit facility     -      
                     800
 
    Repayments of senior secured credit facility    
                         -
       (300,800 )  
   
(Decrease) increase in short-term borrowings, net
   
            (181,652
)      
                30,297
  
     
Net cash used in financing activities
                (309,211 )          (367,262 )  
  Effect of exchange rate changes on cash and cash equivalents    
                35,549
     
                28,155
 
  Net increase (decrease) in cash and cash equivalents        485,157      
              (83,562
)  
  Cash and cash equivalents at beginning of period    
              806,560
     
              943,497
 
  Cash and cash equivalents at end of period   $      1,291,717     $ 859,935  
                       
Supplemental disclosures of cash flow information:                
  Cash paid for interest    $
            49,880
    $ 59,188  
  Cash paid for taxes    $    64,257     $      99,931  
                       
See accompanying notes to the unaudited condensed consolidated financial statements.  


 
6

 

Interactive Brokers Group, Inc. and Subsidiaries
 
Condensed Consolidated Statements of Changes in Equity
 
Nine months ended September 30, 2010
 
(Unaudited)
 
(in thousands, except for share amounts)
                                                       
 
Common Stock
                                               
                                Accumulated
 
                   
            Additional                 Other   Total   Non-          
      Par   Paid-In   Treasury     Retained   Comprehensive   Stockholders'   controlling     Total
  Shares   Value   Capital   Stock     Earnings   Income   Equity   Interests     Equity
                                                         
Balance, January 1, 2010
    41,216,879
  $
 478
  $
     528,586
  $
   (142,441
)   $
  177,409
  $
               10,914
  $
          574,946
  $
     4,302,185
    $
    4,877,131
 
                                                         
Common Stock distributed to employees
      1,005,570
               
         23,501
                 
              23,501
           
           23,501
 
Redemption of non-controlling interests
                                           
          (27,204
)    
         (27,204
)  
Dividends paid by IBG LLC to
                                                       
 
non-controlling interests
                                     
-
   
            (114,210
)    
       (114,210
)  
Comprehensive income:
                                                       
 
Net income
                         
  18,767
         
                18,767
   
          254,407
     
         273,174
 
 
Cumulative translation adjustment,
                                                       
   
net of income taxes of $3,473
                               
                   5,977
   
                5,977
   
76,528
     
           82,505
 
                                                         
Total comprehensive income
                         
  18,767
   
                   5,977
   
              24,744
   
          330,935
     
         355,679
 
Balance, September 30, 2010
    42,222,449
  $
            478
  $
     528,586
  $
   (118,940
)   $
  196,176
  $
   16,891
  $
      623,191
  $
4,491,706
    $
    5,114,897
 
                                                         
See accompanying notes to the unaudited condensed consolidated financial statements.
 

 
7

 
 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

1.   Organization and Nature of Business
 
Interactive Brokers Group, Inc. ("IBG, Inc." or the "Company") is a Delaware holding company whose primary asset is its ownership of approximately 10.8% of the membership interests of IBG LLC, which, in turn, owns operating subsidiaries (collectively, "IBG LLC" or the "Group").  The accompanying unaudited condensed consolidated financial statements of IBG, Inc. reflect the consolidation of IBG, Inc.’s investment in IBG LLC for all periods presented (Note 4).  IBG LLC is an automated global market maker and electronic broker specializing in routing orders and processing trades in securities, futures and foreign exchange instruments.
 
IBG LLC is a Connecticut limited liability company that conducts its business through its operating subsidiaries (collectively called the “Operating Companies”):  Timber Hill LLC (“TH LLC”), Timber Hill Specialists Corp. (“THSC”), Timber Hill Europe AG (“THE”), Timber Hill Securities Hong Kong Limited (“THSHK”), Timber Hill Australia Pty Limited (“THA”), Timber Hill Canada Company (“THC”), Interactive Brokers LLC (“IB LLC”) and subsidiaries, Interactive Brokers Canada Inc. (“IBC”), Interactive Brokers (U.K.) Limited (“IBUK”), Interactive Brokers (India) Private Limited (“IBI”), Interactive Brokers Financial Products S.A. (“IBFP”), Interactive Brokers Hungary KFT (“IBH”), IB Exchange Corp. (“IBEC”), Interactive Brokers Securities Japan, Inc. (“IBSJ”), Interactive Brokers Software Services Estonia OU (“IBEST”) and Interactive Brokers Software Services Russia (“IBRUS”).
 
Certain of the Operating Companies are members of various securities and commodities exchanges in North America, Europe and the Asia/Pacific region.  Other than IB LLC, IBUK, IBC and IBI, the Operating Companies do not carry securities accounts for customers or perform custodial functions relating to customer securities.
 

2.   Significant Accounting Policies
 
Basis of Presentation
 
These unaudited condensed consolidated financial statements as of and for the three and nine month periods ended September 30, 2010 and 2009 and the unaudited condensed consolidated statement of financial condition as of December 31, 2009 reflect IBG, Inc. and its subsidiaries and are presented in U.S. dollars and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required for full financial statements by accounting standards under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification” or “ASC”).  These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in IBG, Inc.’s Annual Report on Form 10-K filed with the SEC on February 26, 2010.
 
Gains and losses from foreign currency transactions are included in trading gains and losses, where related to market making activities, or in interest income, where related to investment of customer funds as part of electronic brokerage activities, in the unaudited condensed consolidated statements of income.  Non-U.S. subsidiaries have a functional currency (i.e., the currency in which activities are primarily conducted) that is other than the U.S. dollar.  Such subsidiaries’ assets and liabilities are translated to U.S. dollars at period-end exchange rates, while revenues and expenses are translated at average exchange rates during the year.  Adjustments that result from translating amounts from a subsidiary’s functional currency to the U.S. dollar are reported in non-controlling interests or stockholders’ equity as a component of accumulated other comprehensive income.
 
The Company has reclassified $181,721 of securities purchased under agreements to resell as of December 31, 2009 to cash and securities - segregated for regulatory purposes in the unaudited condensed consolidated statement of financial condition.
 
Principles of Consolidation
 
The unaudited condensed consolidated financial statements include the accounts of IBG, Inc. and its majority and wholly owned subsidiaries.  The Company’s policy is to consolidate all entities of which it owns more than 50% unless it does not have control.  As sole managing member of IBG LLC, IBG, Inc. exerts control over the Group’s operations.  In accordance with ASC 810, the Company consolidates the Group’s unaudited condensed consolidated financial statements and records as non-controlling interest the interests in the Group that IBG, Inc. does not own.  All inter-company balances and transactions have been eliminated.  IBG, Inc. would also consolidate any Variable Interest Entities (“VIEs”) pursuant to ASC 860, Transfers and Servicing and ASC 810 Consolidation of which it is the primary beneficiary.  IBG, Inc. currently is not the primary beneficiary of any such entities and therefore no VIEs are included in the unaudited condensed consolidated financial statements.

 

 
8

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

Use of Estimates
 
The preparation of financial statements in conformity with the Codification requires management to make estimates and assumptions that affect the reported amounts and disclosures in the unaudited condensed consolidated financial statements and accompanying notes.  Estimates, by their nature, are based on judgment and available information.  Therefore, actual results could differ materially from those estimates.  Such estimates include the estimated fair value of investments accounted for under the equity method of accounting, the estimated useful lives of property and equipment, including capitalized internally developed software, the allowance for doubtful accounts, compensation accruals, tax liabilities and estimated contingency reserves.
 
Fair Value
 
At September 30, 2010 and December 31, 2009, substantially all of IBG, Inc.’s assets and liabilities, including financial instruments, were carried at fair value based on published market prices and marked to market daily, or were assets which are short-term in nature (such as U.S. government treasury bills or spot foreign exchange) and were carried at amounts that approximate fair value.
 
IBG, Inc. applies the fair value hierarchy of ASC 820, Fair Value Measurements and Disclosures, to prioritize the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.  The three levels of the fair value hierarchy are:
 
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
   
Level 2
Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; and
   
Level 3
Prices or valuations that require inputs that are both significant to fair value measurement and unobservable.

Financial instruments owned and financial instruments sold, but not yet purchased, except forward currency contracts, over-the-counter (“OTC”) currency options and certain corporate and municipal debt securities, which are classified as Level 2 financial instruments, are classified within Level 1 of the fair value hierarchy.  Level 1 financial instruments, which are valued using quoted market prices as published by exchanges and clearing houses or otherwise broadly distributed in active markets, include U.S. government and sovereign obligations, active listed securities, options, futures, options on futures and corporate and municipal debt securities.  IBG, Inc. does not adjust quoted prices for Level 1 financial instruments, even in the event that the Company may hold a large position whereby a purchase or sale could reasonably impact quoted prices.  Currency forward contracts and OTC currency options are classified as Level 2 financial instruments as such instruments are not exchange-traded.  Corporate and municipal debt securities, including Federal Deposit Insurance Corporation insured corporate bonds held as securities segregated for regulatory purposes, that are not actively traded are also classified in Level 2, as are investments in restricted common stock, which investments are reported in other assets in the accompanying unaudited condensed consolidated statement of financial condition.
 
Earnings Per Share
 
Earnings per share (“EPS”) is computed in accordance with ASC 260, Earnings per Share.  Shares of Class A and Class B common stock share proportionately in the earnings of IBG, Inc.  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.  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 dilutive potential common shares.
 
 
9

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

Stock-Based Compensation
 
IBG, Inc. follows ASC 718, Compensation – Stock Compensation, to account for its stock-based compensation plans.  ASC 718 requires all share-based payments to employees to be recognized in the financial statements using a fair value-based method.  As a result, IBG, Inc. expenses the fair value of stock granted to employees over the related vesting period.
 
Cash and Cash Equivalents
 
IBG, Inc. defines cash equivalents as short-term, highly liquid securities and cash deposits with original maturities of three months or less, other than those used for trading purposes.
 
Cash and Securities — Segregated for Regulatory Purposes
 
As a result of customer activities, certain Operating Companies are obligated by rules mandated by their primary regulators to segregate or set aside cash or qualified securities to satisfy such regulations, which regulations have been promulgated to protect customer assets.  In addition, substantially all of the Operating Companies are members of various clearing organizations at which cash or securities are deposited as required to conduct day-to-day clearance activities.
 
Securities Borrowed and Securities Loaned
 
Securities borrowed and securities loaned are recorded at the amount of cash collateral advanced or received.  Securities borrowed transactions require IBG, Inc. to provide counterparties with collateral, which may be in the form of cash, letters of credit, or other securities.  With respect to securities loaned, IBG, Inc. receives collateral, which may be in the form of cash or other securities in an amount generally in excess of the fair value of the securities loaned.
 
IBG, Inc. monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as permitted contractually.  Receivables and payables with the same counterparty are not offset in the unaudited condensed consolidated statements of financial condition.  For these transactions, the fees received or paid by IBG, Inc. are recorded as interest income or interest expense in the unaudited condensed consolidated statements of income.
 
Securities Purchased Under Agreements to Resell
 
Securities purchased under agreements to resell are treated as collateralized financing transactions and are recorded at contract value, plus accrued interest, which approximates fair value. The Company’s policy is to obtain possession of collateral with a fair value equal to or in excess of the principal amount loaned under resale agreements.  To ensure that the fair value of the underlying collateral remains sufficient, this collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions.
 
Financial Instruments Owned and Sold But Not Yet Purchased
 
Stocks, government, corporate and municipal bonds, futures and options transactions are reported in the unaudited condensed consolidated financial statements on a trade date basis.  All financial instruments owned and financial instruments sold but not yet purchased are recorded at fair value based upon quoted market prices.  All firm-owned financial instruments pledged to counterparties where the counterparty has the right, by contract or custom, to sell or repledge the financial instruments are classified as financial instruments owned and pledged as collateral in the unaudited condensed consolidated statements of financial condition.
 
IBG, Inc. also enters into currency forward contracts.  These transactions, which are also reported on a trade date basis, are agreements to exchange a fixed amount of one currency for a specified amount of a second currency at completion of the currency forward contract term.  Unrealized mark-to-market gains and losses on currency forward contracts are reported as components of financial instruments owned or financial instruments sold but not yet purchased in the unaudited condensed consolidated statements of financial condition.  Net earnings or losses are reported as components of interest income in the unaudited condensed consolidated statements of income.
 
Customer Receivables and Payables
 
Customer securities transactions are recorded on a settlement date basis and customer commodities transactions are recorded on a trade date basis.  Receivables from and payables to customers include amounts due on cash and margin transactions, including
 
 
10

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

futures contracts transacted on behalf of customers.  Securities owned by customers, including those that collateralize margin loans or other similar transactions, are not reported in the unaudited condensed consolidated statements of financial condition.  Amounts receivable from customers that are determined by management to be uncollectible are written off to general and administrative expense.
 
Receivables from and Payables to Brokers, Dealers and Clearing Organizations
 
Receivables from brokers, dealers and clearing organizations include amounts receivable for securities not delivered by IBG, Inc. to the purchaser by the settlement date (“fails to deliver”) and margin deposits.  Payables to brokers, dealers and clearing organizations include amounts payable for securities not received by IBG, Inc. from a seller by the settlement date (“fails to receive”).  Receivables and payables to brokers, dealers and clearing organizations also include amounts related to futures contracts executed on behalf of customers as well as net payables and receivables from unsettled trades.
 
Investments
 
IBG, Inc. makes certain strategic investments and accounts for these investments under the equity method of accounting or the cost method of accounting as required under ASC 323, Investments – Equity Method and Joint Ventures.  Investments are accounted for under the equity method of accounting, when IBG, Inc. has significant influence over the investee.  Investments accounted for under the equity method, including where the investee is a limited partnership or limited liability company, are recorded at the fair value amount of IBG, Inc.’s investment and adjusted each period for IBG, Inc.’s share of the investee’s income or loss.  IBG, Inc.’s share of the income or losses from equity investments is reported as a component of other income in the unaudited condensed consolidated statements of income and the recorded amounts of IBG, Inc.’s equity investments, which are included in other assets in the unaudited condensed consolidated statements of financial condition, increase or decrease accordingly.  Distributions received from equity investees are recorded as reductions to the respective investment balance.

Investments accounted for under the cost method are recorded at the fair value of IBG, Inc.’s investment at inception.  IBG, Inc. records investment income to the extent of dividends received on such investments.  In February 2009, the Company invested $7,500 in Quadriserv Inc., an electronic securities lending platform provider, which investment is being accounted for under the cost method.

A judgmental aspect of accounting for investments is evaluating whether an other-than-temporary decline in the value of an investment has occurred.  The evaluation of an other-than-temporary impairment is dependent on specific quantitative and qualitative factors and circumstances surrounding an investment, including recurring operating losses, credit defaults and subsequent rounds of financing.  None of IBG, Inc.’s equity investments have readily determinable market values.  All equity investments are reviewed for changes in circumstances or occurrence of events that suggest IBG, Inc.’s investment may not be recoverable.  If an unrealized loss on any investment is considered to be other-than-temporary, the loss is recognized in the period the determination is made.  IBG, Inc. also holds exchange memberships and investments in equity securities of certain exchanges as required to qualify as a clearing member, and strategic investments in corporate stock that do not qualify for equity method accounting.  Such investments are recorded at cost or, if an other-than-temporary impairment in value has occurred, at a value that reflects management’s estimate of the impairment, and are included in other assets in the unaudited condensed consolidated statements of financial condition.  Dividends are recognized as a component of other income as such dividends are received.
 
Property and Equipment
 
Property and equipment, which is a component of other assets, consist of purchased technology hardware and software, internally developed software, leasehold improvements and office furniture and equipment.  Property and equipment are recorded at historical cost, less accumulated depreciation and amortization.  Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred.  Depreciation and amortization are computed using the straight-line method.  Equipment is depreciated over the estimated useful lives of the assets, while leasehold improvements are amortized over the lesser of the estimated economic useful life of the asset or the term of the lease.  Computer equipment is depreciated over three to five years and office furniture and equipment are depreciated over five to seven years.  Qualifying costs for internally developed software are capitalized and amortized over the expected useful life of the developed software, not to exceed three years.
 
Comprehensive Income and Foreign Currency Translation
 
Comprehensive income consists of two components: net income and other comprehensive income.  Other comprehensive income refers to revenues, expenses, gains and losses that are included in stockholders’ equity but are excluded from net income.  
 
 
 
11

 
 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

IBG, Inc.’s other comprehensive income is comprised of foreign currency translation adjustments.
 
IBG, Inc.’s international Operating Companies have a functional currency (i.e., the currency in which activities are primarily conducted) that is other than the U.S. dollar.  Such subsidiaries’ assets and liabilities are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated at average exchange rates prevailing during the period.  Translation gains and losses from market making and electronic brokerage activities, respectively, are included in trading gains and in other income in the accompanying unaudited condensed consolidated statements of income.  Adjustments that result from translating amounts from a subsidiary’s functional currency are reported as a component of accumulated other comprehensive income.
 
Revenue Recognition
 
Trading Gains
Trading gains and losses are recorded on trade date, and are reported on a net basis.  Trading gains are comprised of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses.
 
Dividends are integral to the valuation of stocks and interest is integral to the valuation of fixed income instruments.  Accordingly, both dividends and interest income and expense attributable to specific trading assets and liabilities are reported on a net basis as a component of trading gains in the accompanying unaudited condensed consolidated statements of income.
 
Commissions and Execution Fees
Commissions charged for executing and clearing customer transactions are recorded on a trade date basis and are reported as commissions and execution fees in the unaudited condensed consolidated statements of income, and the related expenses are reported as execution and clearing expenses, also on a trade date basis.
 
Income Taxes
 
IBG, Inc. accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of assets and liabilities, including the accounting for uncertainty of income tax positions recognized in financial statements, prescribing a “more likely than not” threshold and measurement attribute for recognition in the financial statements of an asset or liability resulting from a tax position taken or expected to be taken in an income tax return.
 
The Company’s provision for income taxes is comprised of two (2) principal components: (1) the Group’s unaudited condensed consolidated income tax expense, and (2) the Company’s U.S. Federal and state income taxes on its proportionate share of the Group’s income that is subject to tax.
 
The Group has historically operated in the United States as a limited liability company that was treated as a partnership for U.S. federal income tax purposes.  Accordingly, the Group’s income, which is allocated proportionately to the Group’s members, the Company and IBG Holdings LLC, is not subject to U.S. federal income taxes at the Group level.  Taxes related to income earned by partnerships represent obligations of the individual partners.  Therefore, income taxes attributable to the Group and included in income tax expense in the Company’s unaudited condensed consolidated statements of income are primarily incurred in non-U.S. subsidiaries.  Outside the United States, the Group principally operates through subsidiary corporations and is subject to local income taxes.  In addition, state and local income taxes include taxes assessed on the Group by jurisdictions that do not recognize the Group’s limited liability company status.  Foreign income taxes paid by the Group on dividends received are also reported as income taxes.
 
IBG, Inc. recognizes interest related to income tax matters as interest income or expense and penalties related to income tax matters as income tax expense.
 

 
12

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

Recently Issued Accounting Pronouncements
 
Subsequent to the adoption of the ASC, the FASB will issue Accounting Standards Updates (“ASU’s”) as the means to add to or delete from, or otherwise amend the ASC.  In 2010, prior to the issuance of the Company’s unaudited condensed consolidated financial statements, ASU’s 2010-1 through ASU 2010-26 were issued.  Following is a summary of recently issued ASU’s that may affect the Company’s unaudited condensed consolidated financial statements:

 
 
Affects
 
Status
       
ASU 2009-12
Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent) – Amends ASC 820 to offer investors a practical expedient for measuring the fair value of investments in certain entities that calculate net asset value per share
 
Periods ending after December 15, 2009
       
ASU 2009-13
Multiple Deliverable Revenue Arrangements – Amends ASC 605-25
 
Fiscal years beginning on or after June 15, 2010, early adoption permitted
       
ASU 2009-14
Certain Revenue Arrangements That Include Software Elements – Amends ASC 985-605 and 985-605-13 to exclude from their scope tangible products that contain software and non-software components that function together to deliver the products essential functionality  
Fiscal years beginning on or after June 15, 2010, early adoption permitted
       
ASU 2009-15
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing
 
Periods beginning on or after December 15, 2009
       
ASU 2009-16
Transfers and Servicing: Accounting or Transfers of Financial Assets – Amends ASC 860 – eliminates exceptions for qualifying special purpose entities and for certain mortgage securitizations
 
Periods beginning after November 15, 2009
       
ASU 2009-17
Improvements to Financial Reporting by Enterprises Involved with Variable Interest Enterprises – Amends ASC 810 for the issuance of SFAS No. 167
 
Periods beginning on or after December 15, 2009
       
ASU 2010-09
Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements
 
Effective on issuance
       
ASU 2010-11
Derivatives and Hedging (Topic 815) - Scope Exception related to Embedded Credit Derivatives
 
First fiscal quarter beginning after June 15, 2010, early adoption permitted at the beginning of the first fiscal quarter after issuance.
       
ASU 2010-12
Income Taxes (Topic 740) - Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts
 
Effective on issuance.
       
ASU 2010-13
Compensation - Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades
 
Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010.  Early application is permitted.
       

 
13

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

 
Adoption of those ASU’s that became effective during 2009 and in 2010, prior to the issuance of the Company’s unaudited condensed consolidated financial statements, did not have a material effect on those financial statements.  Management is assessing the potential impact on the Company’s financial statements of adopting ASU’s that will become effective in the future.
 
ASC/IFRS Convergence

In February 2010, the SEC issued “Commission Statement in Support of Convergence and Global Accounting Standards”, a formal statement updating the status of its November 2008 “Roadmap for the Potential Use of Financial Statements Prepared in Accordance with International Financial Reporting Standards by U.S. Issuers” (“IFRS Roadmap”).  The statement supported convergence of accounting standards and the development of a single set of global accounting standards.  As directed in this statement, the SEC staff issued “Work Plan for the Consideration of Incorporating International Financial Reporting Standards into the Financial Reporting System for U.S. Issuers” (the “Work Plan”) in May 2010.  The Work Plan is expected to provide the SEC with information to be able to conclude whether IFRS should be adopted for U.S. registrants.  While neither the February statement nor the Work Plan define a certain date for adoption of IFRS, both documents stated an expectation that a decision on whether the SEC would mandate adoption of IFRS is expected to be made in 2011.  If a decision to adopt IFRS is made at that point in time, initial adoption for U.S. registrants would be approximately December 31, 2015 or 2016, with a transition date of either January 1, 2013 or 2014 for the initial three year retrospective comparative reporting period.  Management continues to assess the potential impact of adopting IFRS on the Company’s unaudited condensed consolidated financial statements.

Other
ASC 860, Transfers and Servicing, incorporates former SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB No. 140, was issued in June 2009 and became effective for interim and annual periods beginning after January 1, 2010.  These provisions of ASC 860 require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets.  The concept of a “qualifying special-purpose entity” (“SPE”) was eliminated under these provisions of ASC 860, which also changed the requirements for derecognizing financial assets and requires additional disclosures.  Adoption of these provisions did not have a material effect on the Company’s unaudited condensed consolidated financial statements.

ASC 810, Consolidations, incorporates former SFAS No. 167, Amendments to FASB Interpretation No. 46(R).  These pending provisions of ASC 810 revise former FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities, and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) and therefore should be consolidated.  Consolidation of Variable Interest Entities (“VIE’s”) would be based on the target entity’s purpose and design as well as the reporting entity’s ability to direct the target’s activities, among other criteria.  SFAS No. 167 was issued in June 2009 and became effective for interim and annual periods beginning after January 1, 2010.  Adoption of these provisions did not have a material effect on the Company’s unaudited condensed consolidated financial statements.


3.   Trading Activities and Related Risks
 
IBG, Inc.’s trading activities include providing securities market making and brokerage services.  Trading activities expose IBG, Inc. to market and credit risks.  These risks are managed in accordance with established risk management policies and procedures.  To accomplish this, management has established a risk management process that includes:
 
 
·
a regular review of the risk management process by executive management as part of its oversight role;
 
 
·
defined risk management policies and procedures supported by a rigorous analytic framework; and
 
 
·
articulated risk tolerance levels as defined by executive management that are regularly reviewed to ensure that IBG, Inc.’s risk-taking is consistent with its business strategy, capital structure, and current and anticipated market conditions.
 
 
 
14

 
 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

Market Risk
 
IBG, Inc. is exposed to various market risks.  Exposures to market risks arise from equity price risk, foreign currency exchange rate fluctuations and changes in interest rates. IBG, Inc. seeks to mitigate market risk associated with trading inventories by employing hedging strategies that correlate rate, price and spread movements of trading inventories and related financing and hedging activities.  IBG, Inc. uses a combination of cash instruments and exchange traded derivatives to hedge its market exposures.  The following discussion describes the types of market risk faced:
 
Equity Price Risk
Equity price risk arises from the possibility that equity security prices will fluctuate, affecting the value of equity securities and other instruments that derive their value from a particular stock, a defined basket of stocks, or a stock index.  IBG, Inc. is subject to equity price risk primarily in securities owned and securities sold but not yet purchased.  IBG, Inc. attempts to limit such risks by continuously reevaluating prices and by diversifying its portfolio across many different options, futures and underlying securities and avoiding concentrations of positions based on the same underlying security.
 
Currency Risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of financial instruments.  Exchange rate contracts may include cross-currency swaps and currency futures contracts.  Currency swaps are agreements to exchange future payments in one currency for payments in another currency.  These agreements are used to effectively convert assets or liabilities denominated in different currencies.  Currency futures are contracts for delayed delivery of currency at a specified future date.  IBG, Inc. uses currency swaps to manage the levels of its non-U.S. dollar currency balances and currency cash and futures markets to hedge its global exposure.
 
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments.  IBG, Inc. is exposed to interest rate risk on cash and margin balances, positions carried in equity securities, options and futures and on its debt obligations.  These risks are managed through investment policies and by entering into interest rate futures contracts.
 
Credit Risk
 
IBG, Inc. 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 IBG, Inc. to default risk.  IBG, Inc. 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.

In the normal course of business, IBG, Inc. executes, settles and finances various customer securities transactions.  Execution of these transactions includes the purchase and sale of securities by IBG, Inc. that exposes IBG, Inc. to default risk arising from the potential that customers or counterparties may fail to satisfy their obligations.  In these situations, IBG, Inc. may be required to purchase or sell financial instruments at unfavorable market prices to satisfy obligations to customers or counterparties.  IBG, Inc. seeks to control the risks associated with its customer margin activities by requiring customers to maintain collateral in compliance with regulatory and internal guidelines.
 
Liabilities to other brokers and dealers related to unsettled transactions (i.e., securities failed-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 failed-to-receive, IBG, Inc. may purchase the underlying security in the market and seek reimbursement for any losses from the counterparty.
 
For cash management purposes, IBG, Inc. 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.  In accordance with industry practice, repos are collateralized by securities with a market value in excess of the obligation under the contract. Similarly, securities borrowed and loaned agreements are collateralized by deposits of cash or securities.  IBG, Inc. attempts to minimize credit risk associated with these activities by monitoring collateral values on a daily basis and requiring additional
 
 
 
15

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

collateral to be deposited with or returned to IBG, Inc. as permitted under contractual provisions.
 
Concentrations of Credit Risk
 
IBG, Inc.’s exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes.  Concentrations of credit risk can be affected by changes in political, industry, or economic factors.  To reduce the potential for risk concentration, credit limits are established and exposure is monitored in light of changing counterparty and market conditions.  As of September 30, 2010, the Company did not have any material concentrations of credit risk.
 
Off-Balance Sheet Risks
 
IBG, Inc. may be exposed to a risk of loss not reflected in the unaudited condensed consolidated financial statements for futures products, which represent obligations of IBG, Inc. to settle at contracted prices, which may require repurchase or sale in the market at prevailing prices.  Accordingly, these transactions result in off-balance sheet risk as IBG, Inc.’s cost to liquidate such futures contracts may exceed the amounts reported in IBG, Inc.’s unaudited condensed consolidated statements of financial condition.


4.   Equity and Earnings Per Share
 
In connection with its initial public offering (“IPO”) in May 2007, IBG, Inc. purchased 10.0% of the membership interests in IBG LLC from IBG Holdings LLC, became the sole managing member of IBG LLC and began to consolidate IBG LLC’s financial results into its financial statements.  IBG Holdings LLC wholly owns all Class B common stock, which common stock has voting rights in proportion to its ownership interests in IBG LLC, approximately 89.2% as of September 30, 2010.  The unaudited condensed consolidated financial statements report the financial position, results of operations and cash flows of IBG, Inc., including consolidation of its investment in IBG LLC from May 4, 2007, and IBG Holdings LLC’s ownership interests in IBG LLC, which interests are reported as non-controlling interests.
 
Recapitalization and Post-IPO Capital Structure
 
Immediately prior to and immediately following the consummation of the IPO, IBG, Inc., IBG Holdings LLC, 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., IBG Holdings LLC 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 IBG Holdings LLC 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, IBG Holdings LLC used the net proceeds to redeem 10.0% of members’ interests in IBG Holdings LLC in proportion to their interests.  Immediately following the Recapitalization and IPO, IBG Holdings LLC owned approximately 90% of IBG LLC and 100% of IBG, Inc.’s Class B common stock, which has voting power in IBG, Inc. proportionate to the extent of IBG Holdings LLC’s ownership of IBG LLC.
 
The Exchange Agreement also provides for future redemptions of member interests and for the purchase of member interests in IBG LLC by IBG, Inc. from IBG Holdings LLC, which could result in IBG, Inc. acquiring the remaining member interests in IBG LLC that it does not own.  On an annual basis, holders of IBG Holdings LLC member interests are able to request redemption of such member interests over a minimum eight (8) year period following the IPO; 12.5% annually for seven (7) years and 2.5% in the eighth year.
 
Redemptions may be funded through two (2) methods.  Material redemptions would be funded from the proceeds of sales of additional shares of Common Stock, although there have been no such additional sales of Common Stock through September 30, 2010.  Three hundred sixty (360) million shares of authorized Common Stock were reserved for such future sales.


 
16

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)


In lieu of a sale of Common Stock, the Exchange Agreement provides that IBG LLC, using its available liquidity, may facilitate the redemption by IBG Holdings LLC of interests held by its members.  Subsequent to the IPO, and with the consent of IBG Holdings LLC and IBG, Inc. (on its own behalf and acting as the sole managing member of IBG LLC), IBG LLC agreed to redeem membership interests from IBG Holdings LLC as follows:
 
      Price per Equivalent
  Fair Value   Class A Share
2008
$
72,015
  $
        29.99
2009
 
                  14,738
   
                              14.85
2010
 
                  27,204
   
                              16.80
 
As a consequence of these transactions, and distribution of shares to employees (Note 8), IBG, Inc.’s interest in IBG LLC has increased to approximately 10.8%, with IBG Holdings LLC owning the remaining 89.2% as of September 30, 2010.  The redemptions also resulted in an increase in the IBG Holdings LLC interest held by Thomas Peterffy and his affiliates from approximately 84.6% at the IPO to approximately 85.8% at September 30, 2010.
 
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 IBG Holdings LLC’s ownership of IBG LLC.  At September 30, 2010 and December 31, 2009, 1,000,000,000 shares of Class A common stock were authorized, of which 47,784,286 shares have been issued; and 42,222,349 and 41,216,779 shares were outstanding, respectively.  Class B common stock is comprised of 100 authorized shares, of which 100 shares were issued and outstanding as of September 30, 2010 and December 31, 2009, respectively.  In addition, 10,000 shares of preferred stock have been authorized, of which no shares are issued or outstanding as of September 30, 2010 and December 31, 2009, respectively.
 
As a result of a federal income tax election made by IBG LLC applicable to the acquisition of IBG LLC member interests by IBG, Inc. the income tax basis of the assets of IBG LLC acquired by IBG, Inc. have been adjusted based on the amount paid for such interests.  A deferred tax asset of $380,785 was recorded as of the IPO date, which deferred tax asset is a component of Other Assets in the unaudited condensed consolidated statement of financial condition and is being amortized as additional deferred income tax expense over 15 years, as allowable under current tax law.  As of September 30, 2010 and December 31, 2009, the unamortized balance of the deferred tax asset was $318,497 and $333,304, respectively.  IBG, Inc. also entered into an agreement (the “Tax Receivable Agreement”) with IBG Holdings LLC to pay IBG Holdings LLC (for the benefit of the former members of IBG LLC) 85% of the tax savings that IBG, Inc. actually realizes as the result of the tax basis increase.  As of the IPO date, a payable to IBG Holdings LLC of $323,668 was recorded by IBG, Inc. and is reported as Payable to Affiliate in the unaudited condensed consolidated statement of financial condition.  Amounts payable under the Tax Receivable Agreement are subject to repayment to IBG Holdings LLC annually upon the filing of IBG, Inc.’s federal income tax return.  The remaining 15%, $57,117, was accounted for as a permanent increase to additional paid-in capital in the unaudited condensed consolidated statement of financial condition.  The Company paid IBG Holdings LLC $14,788 and $9,898 in December 2009 and 2008, respectively, pursuant to the terms of the Tax Receivable Agreement.



 
17

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

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


     
Three months ended
 
Nine months ended
     
September 30,
 
September 30,
     
2010
 
2009
 
2010
 
2009
Basic earnings per share:
             
                   
 
Net income available for common stockholders 
      $   11,036
 
          $    8,410
 
        $   18,767
 
           $   33,850
                   
 
Weighted average shares of common stock outstanding:
             
 
  Class A
         42,222,349
 
         41,214,498
 
         41,750,873
 
         40,891,741
 
 
Class B
                     100
 
                     100
 
                     100
 
                     100
     
         42,222,449
 
         41,214,598
 
         41,750,973
 
         40,891,841
                   
 
Basic earnings per share
           $       0.26
 
           $      0.20
 
     $       0.45
 
          $       0.83

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 dilutive potential common shares:
 

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2010
 
2009
 
2010
 
2009
Diluted earnings per share:              
  Net income available for common stockholders - basic
            $ 11,036
 
           $  8,410
 
          $  18,767
 
          $   33,850
  Adjustments for potentially dilutive common shares
                         -
 
                         -
 
                         -
 
                         -
               
  Net income available for common stockholders
         $ 11,036
 
            $  8,410
 
           $  18,767
 
          $   33,850
               
  Weighted average shares of common stock outstanding:              
    Class A:              
    Issued and outstanding
         42,222,349
 
         41,214,498
 
         41,750,873
 
         40,891,741
    Potentially dilutive common shares:              
      Issuable pursuant to 2007 ROI Unit Stock Plan
              562,350
 
              758,920
 
              650,334
 
              848,888
    Class B
                     100
 
                     100
 
                     100
 
                     100
 
         42,784,799
 
         41,973,518
 
         42,401,307
 
         41,740,729
               
 
Diluted earnings per share
            $     0.26
 
            $    0.20
 
           $      0.44
 
           $       0.81


 
18

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

5.   Fair Value

The following tables set forth, by level within the fair value hierarchy (Note 2), financial assets and liabilities, primarily financial instruments owned and financial instruments sold, but not yet purchased, at fair value as of September 30, 2010 and December 31, 2009.  As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 
  Financial Assets At Fair Value as of September 30, 2010
                       
   
Level 1
   
Level 2
   
Level 3
   
Total
                       
Securities segregated for regulatory purposes
 
       $                 -
   
      $     441,054
   
          $            -
   
    $    441,054
Financial instruments owned:
                     
 
Stocks
 
             3,980,366
   
                         -
   
                         -
   
        3,980,366
 
Options
 
             4,441,182
   
                     143
      -    
        4,441,325
 
U.S. and foreign government obligations
 
                531,293
      -       -    
           531,293
 
Warrants
 
                114,537
      -       -    
           114,537
 
Corporate and municipal bonds
 
                  54,593
   
                49,835
      -    
           104,428
 
Discount certificates
 
                  41,254
      -       -    
             41,254
   
             9,163,225
   
                49,978
   
                         -
   
        9,213,203
                       
Other assets - investments in common stock
 
                           -
   
                  6,644
   
                         -
   
               6,644
                       
   
       $  9,163,225
   
      $     497,676
   
           $            -
   
   $ 9,660,901


  Financial Liabilities At Fair Value as of September 30, 2010
                       
   
Level 1
   
Level 2
   
Level 3
   
Total
Financial instruments sold, not yet purchased:
                     
 
Stocks
 
  $        3,805,466
   
 $         -
   
          $           -
   
     $ 3,805,466
 
Options
 
             4,426,819
      -       -    
        4,426,819
 
Corporate bonds
 
                  51,715
   
                47,351
      -    
             99,066
 
Currency forward contracts
 
                           -
   
                  9,027
      -    
               9,027
   
   $        8,284,000
   
$   56,378
   
           $           -
   
     $ 8,340,378

 
19

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

  Financial Assets At Fair Value as of December 31, 2009
                       
   
Level 1
   
Level 2
   
Level 3
   
Total
                       
Securities segregated for regulatory purposes
 
       $                 -
   
       $     441,391
   
         $            -
   
    $     441,391
 
Financial instruments owned:
                     
 
Stocks
 
             4,052,636
   
                         -
   
                         -
   
        4,052,636
 
Options
 
             4,717,693
      -       -    
        4,717,693
 
U.S. and foreign government obligations
 
                358,489
      -       -    
           358,489
 
Warrants
 
                  88,093
      -       -    
             88,093
 
Corporate bonds
 
                  54,157
   
                26,393
      -    
             80,550
 
Discount certificates
 
             46,521
                       -                        -    
            46,521
   
             9,317,589
   
                26,393
   
                         -
   
        9,343,982
                       
   
        $  9,317,589
   
     $     467,784
   
         $            -
   
  $  9,785,373



  Financial Liabilities At Fair Value as of December 31, 2009
                       
   
Level 1
   
Level 2
   
Level 3
   
Total
Financial instruments sold, not yet purchased:
                     
 
Stocks
 
       $   4,349,918
   
    $                -
   
   $            -
   
    $ 4,349,918
 
Options
 
             4,336,625
      -       -    
        4,336,625
 
Corporate bonds
 
                  41,010
   
                35,022
      -    
             76,032
 
Currency forward contracts
 
                           -
   
                     626
      -    
                  626
   
       $   8,727,553
   
     $       35,648
   
  $            -
   
     $ 8,763,201

6. Senior Secured Revolving Credit Facility

On May 18, 2010, IBG LLC entered into a $100 million two-year senior secured revolving credit facility with Bank of America, N.A. as administrative agent and Citibank, N.A., as syndication agent.  IBG LLC is the sole borrower under this credit facility.  The facility’s interest rate is indexed to the overnight federal funds rate or to the LIBOR rate for the relevant term, at the borrower’s option, and is secured by a first priority interest in all of the capital stock of each entity owned directly by IBG LLC (subject to customary limitations with respect to foreign subsidiaries).  The facility may be used to finance working capital needs and general corporate purposes, including downstreaming funds to IBG LLC’s regulated broker-dealer subsidiaries as regulatory capital.  This allows IBG LLC to take advantage of market opportunities when they arise, while maintaining substantial excess regulatory capital.  The financial covenants contained in this credit facility are as follows:

 
·
minimum consolidated shareholders' equity, as defined, of $3.625 billion, with quarterly increases equal to 25% of positive consolidated net income;

 
·
maximum total debt to capitalization ratio of 30%;

 
·
minimum liquidity ratio of 1.0 to 1.0; and

 
·
maximum total debt to net regulatory capital ratio of 35%.
         
             At maturity, subject to meeting certain terms of the facility, the Company will have an option to convert the facility to a one-year term loan.  At September 30, 2010, no borrowings were outstanding under this credit facility and IBG LLC was in compliance with all of the covenants.  This credit facility replaced a $100 million senior secured revolving credit facility that matured on May 19, 2010. 

 
 
20

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

7. Senior Notes Payable

At September 30, 2010 and December 31, 2009, IBG LLC had $219,632 and $205,777, respectively, of senior notes outstanding. All senior notes outstanding at December 31, 2009 carried a 7% per annum interest rate. Senior notes issued during and subsequent to September 2010 have a 5% per annum interest rate.  $174,226 of the senior notes outstanding at September 30, 2010 were 7% notes and $45,406 were 5% notes.  All senior notes have either a 15-month or an 18-month maturity. IBG LLC may, solely at its option, redeem the senior notes at any time on or after a specified date in the third month or the sixth month, respectively, after the date on which the senior notes are issued and sold, at a redemption price equal to 100% of the principal amount of the senior notes to be redeemed plus accrued interest.
 
 
8.   Employee Incentive Plans

Return on Investment Dollar Units (“ROI Dollar Units”)
 
From 1998 through January 1, 2006, IBG LLC granted all non-member employees ROI Dollar Units, which are redeemable under the amended provisions of the plan, and in accordance with regulations issued by the Internal Revenue Service (Section 409A of the Internal Revenue Code).  Upon redemption, the grantee is entitled to accumulated earnings on the face value of the certificate, but not the actual face value.  For grants made in 1998 and 1999, grantees may redeem the ROI Dollar Units after vesting on the fifth anniversary of the date of their grant and prior to the tenth anniversary of the date of their grant.  For grants made between January 1, 2000 and January 1, 2005, grantees must elect to redeem the ROI Dollar Units upon the fifth, seventh or tenth anniversary date.  These ROI Dollar Units will vest upon 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 shall vest on the fifth anniversary date of their grant and 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 Common Stock as described below under “2007 Stock Incentive Plan.”
 
As of September 30, 2010 and December 31, 2009, payables to employees for ROI Dollar Units were $16,404 and $22,276, respectively.  Of these payable amounts, $4,613 and $6,633 were vested as of September 30, 2010 and December 31, 2009, respectively.  These amounts are included in accounts payable, accrued expenses and other liabilities in the unaudited condensed consolidated statements of financial condition.  Compensation expense for the ROI Dollar Unit plan, included in the unaudited condensed consolidated statements of income was $1,103, and $3,628 for the nine months ended September 30, 2010 and 2009, respectively.
 
2007 ROI Unit Stock Plan
 
In connection with the IPO, IBG, Inc. adopted the Interactive Brokers Group, Inc. 2007 ROI Unit Stock Plan (the “ROI Unit Stock Plan”).  Under this plan, certain employees of the Group 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 Common Stock.  An aggregate of 1,271,009 shares of 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 $38,143, were issued to IBG LLC, to be held as Treasury stock, to be distributed to employees in accordance with the following schedule, 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 IBG, Inc. and compliance with other applicable covenants.
 
Of the fair value at the date of grant, $17,806 represented the accumulated ROI Dollar Unit value elected to be invested by employees in Common Stock and such amount was accrued for as of December 31, 2006.  The remainder is being ratably accrued as compensation expense by the Group from the date of the IPO over the requisite service period represented by the aforementioned distribution schedule.  Compensation expense for the 2007 ROI Unit Stock Plan and related grants under the 2007 Stock Incentive Plan, net of the effect of forfeitures, included in the unaudited condensed consolidated statements of income for the nine months ended September 30, 2010 and 2009 was $2,564 and $2,791, respectively.  Estimated future compensation costs for granted awards at September 30, 2010 were $9.9 million.
 

 
21

 
 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

2007 Stock Incentive Plan
 
Under the Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (the “Stock Incentive Plan”), up to 9.2 million shares of Common Stock may be granted and issued to directors, officers, employees, contractors and consultants of IBG, Inc. and its subsidiaries.  The purpose of the Stock Incentive Plan is to promote IBG, Inc.’s long-term financial success by attracting, retaining and rewarding eligible participants.
 
The Stock Incentive Plan is administered by the Compensation Committee of IBG, Inc.’s Board of Directors.  The Compensation Committee has discretionary authority to determine which employees are eligible to participate in the Stock Incentive Plan and establishes the terms and conditions of the awards, including the number of awards granted to each employee and all other terms and conditions applicable to such awards in individual grant agreements.  Awards are expected to be made primarily through grants of Common Stock.  Stock Incentive Plan awards are subject to issuance over time and may be forfeited upon an employee’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 unissued shares of Common Stock awarded under the Stock Incentive Plan, or provide that any such granted but unissued shares of Common Stock will be honored or assumed, or new rights substituted therefore by the new employer on a substantially similar basis and on terms and conditions substantially comparable to those of the Stock Incentive Plan.
 
IBG, Inc. granted awards of Common Stock in connection with the IPO and is expected to continue to grant awards on or about December 31 of each year following the IPO, to eligible employees as part of an overall plan of equity compensation.  Shares of Common Stock granted are issued to IBG LLC, to be held as Treasury Stock, and are distributable to employees in accordance with the following schedule:
 
 
·
10% on the date of the IPO; and
 
 
·
an additional 15% on each of the first six anniversaries of the date of the IPO, assuming continued employment with IBG, Inc. and compliance with non-competition and other applicable covenants.
 
Of the fair value at the date of grant, $14,674 represented compensation accrued as of December 31, 2006 to former members of IBG LLC, with the remainder to be ratably accrued as compensation expense by the Group from the date of the IPO over the requisite service period represented by the aforementioned distribution schedule.

Shares granted to directors vest, and are distributed, over a five-year period (20% per year) commencing one year after the date of grant.

Stock Incentive Plan share grants (excluding 21,009 shares issued pursuant to the 2007 ROI Unit Stock Plan above) and the related fair values at the date of grant were:


   
 
   
Fair Value at
          Date of Grant
    Shares      ($000's)
           
In connection with IPO
 
          927,943
   
$            27,847
July 31, 2007
 
            16,665
   
                 404
December 31, 2007
 
       1,055,206
   
            32,876
December 31, 2008
 
       2,065,432
   
            35,600
December 31, 2009
 
       2,448,031
   
            42,796
   
       6,513,277
   
$          139,523

 
22

 
 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

Total share distributions under the SIP and ROI Unit Stock Plan have been as follows:

 
 
 
   
 
 
Shares sold by
            employees to
        Fair Value at    meet
        Date of Grant   withholding
  Total Shares     ($000's)   obligations
             
In connection with IPO
                189,617
   
     $            5,681
 
                 45,857
May 9, 2008
                458,655
   
                  13,881
 
               121,852
May 11, 2009
                680,164
   
                  17,898
 
               175,362
May 9, 2010
             1,005,570
   
                  23,501
 
               265,971
  
             During the third quarter of 2007, the 45,857 shares sold by employees, at their election, in order to meet their personal income tax obligations incurred as a result IPO share distributions were purchased by IBG, Inc. and were recorded as Treasury Stock.  Subsequent elective open market employee sales upon share distributions have been facilitated by the Company.
 
The following is a summary of Stock Plan activity for the period from January 1, 2010 through September 30, 2010:


 
Shares
 
 
2007 Stock
   
2007 ROI Unit
 
 
Incentive Plan
   
Stock Plan
 
           
Balance, December 31, 2009
             5,641,054
   
                 733,562
 
           
Granted
                            -
   
                            -
 
Forfeited
                (44,273
 
                   (2,179
)
Distributed
              (820,923
)  
               (184,647
)
Balance, September 30, 2010
             4,775,858
   
                 546,736
 


Estimated future grants under the Stock Incentive Plan are being accrued for ratably during each year under the ASC 718 “Graded Vesting” method.  Compensation expense recognized in the unaudited condensed consolidated statements of income for the nine months ended September 30, 2010 and 2009 was $27,621 and $20,987, respectively.  Estimated future compensation costs for granted awards at September 30, 2010 were $43.4 million.
 
Shares granted under the 2007 ROI Unit Stock Plan and the Stock Incentive Plan are subject to forfeiture in the event an employee ceases employment with the Company.  The plans provide that employees who discontinue employment with the Company without cause and continue to meet the terms of the plans’ post-employment provisions will forfeit 50% of unvested previously granted shares unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of unvested shares previously granted.
 

9.   Commitments, Contingencies and Guarantees
 
Litigation

IBG, Inc. 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.  IBG, Inc. cannot predict with certainty the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement.  Consequently, IBG, Inc. cannot estimate losses or ranges of losses related to such legal matters, even in instances where it is reasonably possible that a future loss will be incurred. Although the results of legal actions cannot be predicted with certainty, it is the opinion of management that the resolution of these actions is not expected to have a material adverse effect, if any, on our business or financial condition, but may have a material impact on the results of operations for a given period.
 
 
23

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)


IBG, Inc. accounts for potential losses related to litigation in accordance with ASC 450, Contingencies.  As of September 30, 2010 and December 31, 2009, reserves provided for potential losses related to litigation matters were not material.
 
Guarantees

Certain of the Operating Companies provide guarantees to securities clearing houses and exchanges which meet the accounting definition of a guarantee under ASC 460, Guarantees.  Under the standard membership agreement, members are required to guarantee collectively the performance of other members.  Under the agreements, if another member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet shortfalls.  In the opinion of management, the Operating Companies’ liability under these arrangements is not quantifiable and could exceed the cash and securities they have posted as collateral.  However, the potential for these Operating Companies to be required to make payments under these arrangements is remote.  Accordingly, no contingent liability is carried on the unaudited condensed consolidated statements of financial condition for these arrangements.
 
In connection with its retail brokerage business, IB LLC performs securities and commodities execution, clearance and settlement on behalf of its customers for whom it commits to settle trades submitted by such customers with the respective clearing houses.  If a customer fails to fulfill its obligation, IB LLC must fulfill the customer’s obligation with the trade counterparty.  No contingent liability is carried on the unaudited condensed 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.


10.   Segment and Geographic Information
 
IBG, Inc. operates in two business segments, market making and electronic brokerage.  IBG, Inc. conducts its market making business principally through its Timber Hill subsidiaries on the world’s leading exchanges and market centers, primarily in exchange-traded equities, equity options and equity-index options and futures.  IBG, Inc. conducts its electronic brokerage business through its Interactive Brokers subsidiaries, which provide electronic execution and clearing services to customers worldwide.
 
There are significant transactions and balances between the Operating Companies, 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.  Intra-segment and intra-region income and expenses and related balances have been eliminated in this segment and geographic information in order to accurately reflect the external business conducted in each segment or geographical region.  Rates on transactions between segments are designed to approximate full costs.  Corporate items include non-allocated corporate income and expenses that are not attributed to segments for performance measurement, corporate assets and eliminations.
 
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 and nine months ended September 30, 2010 and 2009 and to total assets as of September 30, 2010 and December 31, 2009:

 
24

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)


   
Three months ended
     
Nine months ended
 
   
September 30,
     
September 30,
 
   
2010
     
2009
     
2010
     
2009
 
Net revenues:
                             
Market making
$
              170,739
     $
              150,182
     $
              335,164
     $
              551,117
 
Electronic brokerage
 
                129,368
     
                121,486
     
                401,141
     
                349,267
 
Corporate and eliminations
 
                     (969
)    
                     (176
)    
                     (461
)    
                     (453
)
Total net revenues
$
              299,138
     $
             271,492
     $
              735,844
     $
              899,931
 
                               
Income before income taxes:
                             
Market making
$
              103,987
     $
                74,605
     $
              113,332
     $
              334,329
 
Electronic brokerage
 
                  63,484
     
                  62,090
     
                200,180
     
                169,623
 
Corporate and eliminations
 
                  (5,551
)    
                  (3,428
)    
                (14,603
)    
                (11,630
)
Total income before income taxes
$
              161,920
     $
              133,267
     $
              298,909
     $
              492,322
 
                               
                               
   
September 30,
     
December 31,
                 
   
2010
     
2009
                 
Segment assets:
                             
Market making
$
         17,564,273
     $
         17,708,334
                 
Electronic brokerage
 
           15,502,289
     
           12,289,387
                 
Corporate and eliminations
 
           (3,406,135
)    
           (3,392,170
)                
        Total assets
$
         29,660,427
     $
        26,605,551
                 
 
 
IBG, Inc. operates its automated global business in U.S. and international markets on more than 80 exchanges and market centers.  A significant portion of IBG, Inc.’s net revenues are generated by subsidiaries operating outside the United States.  International operations are comprised of market making and electronic brokerage activities in 26 countries in Europe, Asia and North America (outside the United States).  The following table presents total net revenues and income before income taxes by geographic area for the three and nine months ended September 30, 2010 and 2009:

 
   
Three months ended
     
Nine months ended
 
   
September 30,
     
September 30,
 
   
2010
     
2009
     
2010
     
2009
 
Net revenues:
                             
United States
$
             229,496
     $
              209,104
     $
             573,428
     $
              612,925
 
International
 
                  73,423
     
                  62,458
     
                166,054
     
                287,408
 
Corporate and eliminations
 
                  (3,781
)    
                       (70
)    
                  (3,638
)    
                     (402
)
Total net revenues
 $
              299,138
     $
              271,492
     $
              735,844
     $
              899,931
 
                               
Income before income taxes:
                             
United States
 $
              147,317
     $
              124,446
     $
              311,445
     $
              362,293
 
International
 
                  22,779
     
                  12,208
     
                    5,072
     
                141,649
 
Corporate and eliminations
 
                  (8,176
)    
                  (3,387
)    
                (17,608
)    
                (11,620
)
Total income before income taxes
 $
              161,920
     $
              133,267
     $
             298,909
     $
              492,322
 


 
25

 
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financials Statements (Continued)
(dollars in thousands, except shares and per share amounts, unless otherwise noted)

11.   Regulatory Requirements
 
At September 30, 2010, aggregate excess regulatory capital for all of the Operating Companies was $3,394,488.
 
TH LLC and IB LLC are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act and the CFTC’s minimum financial requirements (Regulation 1.17).  At September 30, 2010, TH LLC had net capital of $901,342, which was $858,519 in excess of required net capital of $42,823, and IB LLC had net capital of $1,077,689, which was $944,509 in excess of required net capital of $133,180.
 
THE is subject to the Swiss Financial Market Supervisory Authority eligible equity requirement.  At September 30, 2010, THE had eligible equity of $1,588,334, which was $1,233,960 in excess of the minimum requirement of $354,374.
 
THSHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, THA is subject to the Australian Stock Exchange liquid capital requirement, 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 Services Authority financial resources 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.
 
At September 30, 2010, all of the Operating Companies were in compliance with their respective regulatory capital requirements.
 
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 IBG, Inc. are subject to other regulatory restrictions and requirements.
 

 
12.   Related Party Transactions
 
Receivable from affiliate represents amounts advanced to IBG Holdings LLC and payable to affiliate represents amounts payable to IBG Holdings LLC under the Tax Receivable Agreement (Note 4).

Included in receivable from customers in the accompanying unaudited condensed consolidated statement of financial condition as of September 30, 2010 and December 31, 2009 were account receivables from directors, officers and their affiliates of $53 and $7,136, respectively.  Included in payable to customers in the accompanying unaudited condensed consolidated statements of financial condition as of September 30, 2010 and December 31, 2009 were payables to directors, officers and their affiliates of $227,079 and $123,689, respectively.  Included in senior notes payable at September 30, 2010 and December 31, 2009 were senior notes purchased by directors and their affiliates of $13,507 and $15,210, respectively.
 
 
13. Subsequent Events

As required by ASC 855-10-50, the Company has evaluated subsequent events for adjustment to or disclosure in its unaudited condensed consolidated financial statements through November 8, 2010, the date the unaudited condensed consolidated financial statements were issued.  No recordable or disclosable events occurred through this date.





*****

 
26

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes in Item 1, included elsewhere in this report.  In addition to historical information, the following discussion also contains forward-looking statements that include risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 26, 2010 and elsewhere in this report.

Introduction
 
IBG, Inc. is a holding company whose primary asset is ownership of approximately 10.8% of the membership interests of the Group.

We are an automated global electronic market maker and broker specializing in routing orders and executing and processing trades in securities, futures and foreign exchange instruments on more than 80 electronic exchanges and trading venues around the world.  Since our inception in 1977, we have focused on developing proprietary software to automate broker-dealer functions.  The advent of electronic exchanges in the last 20 years has provided us with the opportunity to integrate our software with an increasing number of exchanges and trading venues into one automatically functioning, computerized platform that requires minimal human intervention.

Business Segments

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

 
·
Market Making.  We conduct our market making business through our Timber Hill subsidiaries.  As one of the largest market makers on many of the world’s leading exchanges, we provide liquidity by offering competitively tight bid/offer spreads over a broad base of over 610,000 tradable, exchange-listed products.  As principal, we commit our own capital and derive revenues or incur losses from the difference between the price paid when securities are bought and the price received when those securities are sold.  Because we provide continuous bid and offer quotations and we are continuously both buying and selling quoted securities, we may have either a long or a short position in a particular product at a given point in time.  Our entire portfolio is evaluated each second and continuously rebalanced throughout the trading day, minimizing the risk of our portfolio at all times.  This real-time rebalancing of our portfolio, together with our real-time proprietary risk management system, enables us to curtail risk and to be profitable in both up-market and down-market scenarios.

 
·
Electronic Brokerage.  We conduct our electronic brokerage business through our Interactive Brokers (“IB”) subsidiaries.  As an electronic broker, we execute, clear and settle trades globally for both institutional and individual customers.  Capitalizing on the technology originally developed for our market making business, IB’s systems provide our customers with the capability to monitor multiple markets around the world simultaneously and to execute trades electronically in these markets at a low cost, in multiple products and currencies from a single trading account.  We offer our customers access to all classes of tradable, exchange-listed products, including stocks, bonds, options, futures, forex and mutual funds traded on more than 80 exchanges and market centers and in 19 countries around the world seamlessly.
 
When we use the terms “we,” “us,” and “our,” we mean IBG, Inc. and its subsidiaries for the periods presented.
 
Executive Overview

Third Quarter Results:  Diluted earnings per share were $0.26 for the three months ended September 30, 2010, 30% higher than the $0.20 earned for the three months ended September 30, 2009.

Consolidated:  For the three months ended September 30, 2010, our net revenues were $299.1 million and income before income taxes was $161.9 million, compared to net revenues of $271.5 million and income before income taxes of $133.1 million for the same period in 2009.  Trading gains increased 9% in the three months ended September 30, 2010, compared to the same period last year due, in part, to currency translation gains resulting from our policy of maintaining our equity in proportion to a basket of major currencies we call the GLOBAL.  Commissions and execution fees increased by 1% on increased customer trading activity for the same time period.  Net interest income increased 78% in the three months ended September 30, 2010, compared to the same period last year driven by increases in customer cash balances and fully secured margin borrowings.  Our pre-tax margin for the three months ended September 30, 2010 was 54%, compared to 49% for the same period in 2009.

Market Making:  During the three months ended September 30, 2010, income before income taxes in our market making segment increased 39%, compared with the same period in 2009.  This was driven by currency fluctuations, which had a positive impact on our trading gains.  However, during the third quarter of 2010, bid/offer spreads contracted and the ratio of actual to implied volatility
 
 
27

 
 
decreased as compared to the second quarter of 2010, resulting in a difficult trading environment.  Execution and clearing expenses were lower, due to the expansion of the maker-taker pricing model on U.S. options exchanges.  As a market maker under the maker-taker pricing model we are paid for providing liquidity instead of being charged payment for order flow (“PFOF”) fees.  Pre-tax margin increased to 61% in the third quarter of 2010 compared to 50% in the same period of 2009.

We actively manage our global currency exposure by maintaining our equity in proportion to a defined basket of major currencies.  Roughly half of our equity is denominated in currencies other than U.S. dollars.  The U.S. dollar’s weakening relative to other key currencies during this quarter had an estimated $44 million positive effect on our market making earnings, as reported in U.S. dollars.  Further discussion of our approach to managing foreign currency risk is contained in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.”
 
Brokerage:  During the three months ended September 30, 2010, income before income taxes in our electronic brokerage segment increased 2% compared to the same period in 2009.  This reflects an increase in net interest income, and slightly higher commission revenues, partially offset by higher execution and clearing expenses compared to the same period last year.  The increase in net interest income was attributable to increases in interest earned on higher customer cash balances and fully secured margin borrowings.  Pre-tax margin decreased slightly from 51% to 49% for the three months ended September 30, 2009 and 2010, respectively.  In the second quarter of 2010 we had lowered our commissions for U.S. futures by about 10%, on an average order.  This reduced our gross margin slightly, but contributed to a 26% increase in futures trading volume from the third quarter of 2009.  Total Daily Average Revenue Trades (“DARTs”) for cleared and execution-only customers increased 4% to approximately 355,000 during the three months ended September 30, 2010, compared to approximately 340,000 during the three months ended September 30, 2009.  The number of customer accounts grew 18% from the year-ago quarter.

Nine months results: Diluted earnings per share were $0.44 for the nine months ended September 30, 2010, 46% lower than the $0.81 earned for the nine months ended September 30, 2009.

Consolidated:  For the nine months ended September 30, 2010, our net revenues were $735.8 million and income before income taxes was $298.9 million, compared to net revenues of $899.9 million and income before income taxes of $492.3 million for the same period in 2009.  Trading gains decreased 41% in the nine months ended September 30, 2010, compared to the same period last year while commissions and execution fees increased 10% compared to the year-ago period and net interest income increased 100%.  Our pre-tax margin for the nine months ended September 30, 2010 was 41%, compared to 55% for the same period in 2009.

Market Making:  During the nine months ended September 30, 2010, income before income taxes in our market making segment decreased 66%, compared with the same period in 2009.  This was driven by more difficult market conditions, with tighter bid/offer spreads during the first three quarters of 2010 and by currency fluctuations, which had a negative impact on our trading gains.  Pre-tax margin decreased to 34% in the first nine months of 2010 compared to 61% in the same period of 2009.

Brokerage:  During the nine months ended September 30, 2010, income before income taxes in our electronic brokerage segment increased 18% compared to the same period in 2009, driven by higher commissions and execution fees and net interest income, partially offset by increased execution and clearing expenses.  Pre-tax margin increased from 49% to 50% between the two comparative time periods.  Customer equity grew by 41% to $18.9 billion at September 30, 2010, compared to $13.4 billion at September 30, 2009; and total DARTs for our cleared and execution-only customers grew by 10%.

Market making, by its nature, does not produce predictable earnings.  Our results in any given period may be materially affected by volumes in the global financial markets, the level of competition and other factors.  Electronic brokerage is more predictable, but it is dependent on customer activity, growth in customer accounts and assets, interest rates and other factors.  For a further discussion of the factors, that may affect our future operating results, please see the description of risk factors in our Annual Report on Form 10-K filed with the SEC on February 26, 2010.

 
28

 
 
The following tables present historical trading volumes for our business.  Volumes are among several drivers in our business.

TRADE VOLUMES:
(in 000’s, except %)

         
Brokerage
       
 
Market
 
Brokerage
 
Non
     
Avg. Trades
 
Making
%
Cleared
%
Cleared
%
Total
%
per U.S.
Period
Trades
Change
Trades
Change
Trades
Change
Trades
Change
Trading Day
2005
                   54,044
 
           34,800
 
             7,380
 
           96,224
 
                     382
2006
                   66,043
22%
           51,238
47%
           12,828
74%
         130,109
35%
                     518
2007
                   99,086
50%
           72,931
42%
           16,638
30%
         188,655
45%
                     752
2008
                 101,672
3%
         120,195
65%
           16,966
2%
         238,833
27%
                     944
2009
                   93,550
-8%
         127,338
6%
           13,636
-20%
         234,524
-2%
                     934
                   
3Q2009
                   22,692
 
           32,231
 
             3,246
 
           58,169
 
                     909
3Q2010
                   17,796
-22%
           31,894
-1%
             4,746
46%
           54,436
-6%
                     851

CONTRACT AND SHARE VOLUMES:
(in 000’s, except %)
 
TOTAL
           
 
Options
%
Futures*
%
Stocks
%
Period
(contracts)
Change
(contracts)
Change
(shares)
Change
2005
         409,794
 
           44,560
 
          21,925,120
 
2006
         563,623
38%
           62,419
40%
          34,493,410
57%
2007
         673,144
19%
           83,134
33%
          47,324,798
37%
2008
         757,732
13%
         108,984
31%
          55,845,428
18%
2009
         643,380
-15%
           82,345
-24%
          75,449,891
35%
             
3Q2009
         156,352
 
           19,480
 
          20,787,693
 
3Q2010
         163,298
4%
           24,094
24%
          18,665,413
-10%
             
MARKET MAKING
           
 
Options
%
Futures*
%
Stocks
%
Period
(contracts)
Change
(contracts)
Change
(shares)
Change
2005
         308,613
 
           11,551
 
          15,625,801
 
2006
         371,929
21%
           14,818
28%
          21,180,377
36%
2007
         447,905
20%
           14,520
-2%
          24,558,314
16%
2008 **
         514,629
15%
           21,544
48%
          26,008,433
6%
2009 **
         428,810
-17%
           15,122
-30%
          26,205,229
1%
             
3Q2009 **
         100,624
 
             3,673
 
            6,373,930
 
3Q2010 **
         107,602
7%
             4,225
15%
            4,411,226
-31%
                                                      
* Includes options on futures

** In Brazil, an equity option contract typically represents 1 share of the underlying stock; however, the typical minimum
trading quantity is 100 contracts.  To make a fair comparison to volume at other exchanges, we have adopted a policy of
reporting Brazilian equity options contracts divided by their trading quantity of 100.

 
29

 

CONTRACT AND SHARE VOLUMES, continued:
(in 000’s, except %)

BROKERAGE TOTAL
 
 
Options
%
Futures*
%
Stocks
%
Period
(contracts)
Change
(contracts)
Change
(shares)
Change
2005
         101,181
 
           33,009
 
            6,299,319
 
2006
         191,694
89%
           47,601
44%
          13,313,033
111%
2007
         225,239
17%
           68,614
44%
          22,766,484
71%
2008
         243,103
8%
           87,440
27%
          29,836,995
31%
2009
         214,570
-12%
           67,223
-23%
          49,244,662