Interactive Brokers Group (IBKR) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A50 rewritten156 added27 removed229 unchanged
All filing items937 rewritten445 added272 removed2,362 unchanged
Summary
counted, not written
- Item 1A lists 43 risk factor headings: 7 new, 5 reworded and 31 unchanged since FY2022. 2 headings from FY2022 no longer appear.
- Sentence by sentence, 445 added, 272 removed, 937 rewritten and 2,362 unchanged across 15 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (7)
- Macroeconomic, geopolitical and other challenges and uncertainties could have a negative impact on our business.
- Damage to our reputation could harm our business.
- Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.
- Heightened regulatory and legislative requirements in the U.S. and internationally have increased our compliance, regulatory and other risks and costs.
- We may incur additional tax expense or become subject to additional tax liabilities.
- We could be the target of a cyber-attack or experience a cybersecurity incident that impairs internal systems, degrades services we provide to customers, or results in a data compromise, causing reputational or monetary damages as a consequence.Cybersecurity
- We are subject to stringent and complex data privacy rules. Failure to comply with these rules could expose us to a risk of financial loss, litigation, and other liabilities.
Removed Item 1A headings (2)
- Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading.
- Our computer infrastructure may be vulnerable to security breaches. Any such problems could jeopardize confidential information transmitted over the Internet, cause interruptions in our operations or cause us to have liability to third persons.
Reworded Item 1A headings (5)
- We
[removed: are dependent][added: depend] on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses. - The impact of
[removed: the COVID-19 pandemic or another][added: a] public health emergency may have a material adverse impact on our business and results of operations. - We rely on
[removed: a third party][added: third-party Cryptocurrency Service Providers (“CSPs”)] to provide our customers the ability to access cryptocurrency trading and custody services. - A data breach at the
[removed: CSP][added: CSPs] may result in irreversible losses, which would adversely affect our customers and our business. - A loss event incurred by
[removed: the][added: a] CSP may adversely impact our operating results.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
50 rewritten, 156 added, 27 removed, 229 unchanged
In addition to the risks identified elsewhere in this Annual Report on Form 10\-K, the following [added: is a summary of the] risk factors [added: that] apply to our business results of operations and financial [removed: condition:][added: condition.]
We currently have approximately [removed: 103] [added: 107.0] million outstanding shares of common stock.
Assuming no anti\-dilution adjustments based on combinations or divisions of our common stock, the offerings referred to above could result in the issuance by us of up to an additional approximately [removed: 317] [added: 314.0] million shares of common stock.
Mr. Thomas Peterffy, our founder and Chairman, and his affiliates beneficially own approximately [removed: 90.5%] [added: 91.3%] of the economic interests and all of the voting interests in Holdings, which owns all of our Class B common stock, representing approximately [removed: 75.5%] [added: 74.6%] of the combined voting power of all classes of our voting stock.
We [removed: are dependent] [added: depend] on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses.
We are a holding company and our primary assets are our approximately [removed: 24.5%] [added: 25.4%] equity interest in IBG LLC and our controlling interest and related rights as the sole managing member of IBG LLC and, as such, we operate and control all of the business and affairs of IBG LLC and are able to consolidate IBG LLC’s financial results into our financial statements.
As a result of the IPO and the Redemptions by Holdings, the increase in the tax basis attributable to our interest in IBG LLC is [removed: $1.9] [added: $2.1] billion.
The tax savings that we would actually realize as a result of this increase in tax basis likely would be significantly less than this amount multiplied by our effective tax rate due to a number of factors, including the allocation of a portion of the increase in tax [added: basis to foreign or non\-depreciable fixed assets, the impact of the increase in the tax basis on our ability to use foreign tax credits and the rules relating to the amortization of intangible assets, for example.]
Based on facts and assumptions as of December 31, [removed: 2022,] [added: 2023,] including that subsequent purchases of IBG LLC interests will occur in fully taxable transactions, the potential tax basis increase resulting from the historical and future purchases of the IBG LLC interests held by Holdings could be as much as [removed: $11.4] [added: $12.4] billion.
The tax basis increase of [removed: $11.4] [added: $12.4] billion assumes that (a) all remaining IBG LLC membership interests held by Holdings are purchased by us in one or more taxable transactions and (b) such purchases in the future are made at prices that reflect the closing share price as of December 31, [removed: 2022.][added: 2023.]
Provisions contained in our amended and restated certificate of incorporation could make it more difficult for a [removed: third-party] [added: third party] to acquire us, even if doing so might be beneficial to our stockholders.
The impact of [removed: the COVID-19 pandemic or another] [added: a] public health emergency may have a material adverse impact on our business and results of operations.
The response of governments and societies to [removed: the COVID-19 pandemic,] [added: a public health emergency,] which [removed: included] [added: could include] temporary closures of certain businesses; social distancing; travel restrictions, “shelter in place” and other governmental regulations; and reduced consumer spending due to job losses, [added: may] significantly [removed: impacted] [added: impact] volatility in the financial, commodities and energy markets, and general economic conditions.
These measures may [removed: have] negatively [removed: impacted] [added: impact] businesses, market participants, our counterparties and customers, and the global economy and could continue [removed: to do so] for a prolonged period of time.
Our net interest income and profitability could be negatively affected by lower benchmark interest rates caused by central banks lowering target benchmark rates in an attempt to buffer their economies from [removed: new COVID-19 outbreaks or another] [added: a] public health emergency.
[added: As a result of our hybrid work model, which we adopted for our offices globally, any disruption to our] information technology systems, including from cyber incidents, could have a material adverse effect on our business.
In addition, our ability to recruit, hire and onboard employees could be negatively impacted by [removed: new COVID-19 restrictions or another] [added: a] public health emergency.
The impact of [removed: the COVID-19 pandemic, including from subsequent outbreaks or new variants, or from another] [added: a] public health [removed: emergency,] [added: emergency] on our future financial results could be significant but currently cannot be quantified, as it [removed: will] [added: would] depend on numerous evolving factors that cannot be accurately predicted, including, but not limited to, the duration and spread of the [removed: pandemic;] [added: public health emergency;] its impact on our customers, employees and vendors; governmental regulations in response to the [removed: pandemic;] [added: public health emergency;] and the overall impact of the [removed: pandemic] [added: public health emergency] on the economy and society, among other factors.
[removed: IBC, IBUK, IBIE, IBKRFS, IBCE, IBHK, and IBSG] [added: Ltd.] are subject to similar change in control regulations promulgated by the [removed: IIROC] [added: CIRO] in Canada, the FCA in the United Kingdom, the CBI in Ireland, the [removed: CSSF in Luxembourg, the] FINMA in Switzerland, the MNB in Hungary, the SFC in Hong Kong, and the MAS in Singapore, respectively.
Regulatory bodies include, in the U.S., the SEC, FINRA, the Board of Governors of the Federal Reserve System, the Chicago Board Options Exchange, the CME, the CFTC, and the NFA; in Canada, the [removed: IIROC] [added: CIRO] and various Canadian securities commissions; in the United Kingdom, the FCA; in Ireland, the CBI; in Switzerland, the FINMA; in [removed: Hungary;] [added: Hungary,] the MNB; in India, the Securities and Exchange Board of India; in Hong Kong, the SFC; in Japan, the Financial Supervisory Agency and the Japan Securities Dealers Association; in Singapore, the MAS; and in Australia, the Australian Securities and Investment Commission.
[added: To continue to operate and to] expand our services internationally, we may have to comply with the regulatory controls of each country in which we conduct, or intend to conduct business, the requirements of which may not be clearly defined.
During [removed: 2022,] [added: 2023,] approximately [removed: 31%] [added: 30%] of our net revenues were generated by our operating subsidiaries outside the U.S. We are exposed to risks and uncertainties inherent in doing business in international markets, particularly in the heavily regulated brokerage industry.
System failures could harm our [removed: business.][added: business.](#RedundentSYS)]
It is our intention to provide for and progressively deploy backup facilities for [removed: our global] [added: all] facilities [added: and infrastructure globally] over time.
If our arrangement with any [removed: third-party] [added: third party] is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms.
[removed: Although our larger institutional customers use leased data lines to communicate with us, our] [added: Our] ability to [removed: increase the speed with which we] provide services to consumers and [removed: to] increase the scope and quality of such services is limited by and dependent upon the speed and reliability of our customers’ [added: unrestricted] access to the Internet, which is beyond our control.
If periods of decreased performance, outages or delays on the Internet occur [removed: frequently or other critical issues concerning] [added: frequently, growth in] the [removed: Internet are not resolved, overall Internet] usage [removed: or usage] of our web-based products could [removed: increase more slowly] [added: be delayed] or decline, which could have a material adverse effect on our business, financial condition and results of operations.
Any [removed: such problems or] [added: resulting] security breaches could [removed: cause] [added: expose] us to [removed: have] liability to one or more third parties, including our customers, and disrupt our operations.
We are exposed to substantial risks of liability under federal and state securities laws, other federal and state laws and court decisions, as well as rules and regulations promulgated by the SEC, the CFTC, the Federal Reserve, state securities regulators, [removed: self\-regulatory] [added: self-regulatory] organizations and foreign regulatory agencies.
See “Legal Proceedings and Regulatory Matters” in Part [removed: I,] [added: I] Item 3 of this Annual Report on Form [removed: 10-K.][added: 10 K.]
Our revenues are dependent on the level of trading activity on securities and derivatives exchanges in the U.S. and [removed: abroad,] [added: abroad] and on the general level of interest rates.
We rely on [removed: a third party] [added: third-party Cryptocurrency Service Providers (“CSPs”)] to provide our customers the ability to [removed: access cryptocurrency] [added: access cryptocurrency] trading and custody [removed: services.][added: services.]
We have entered into [removed: an agreement] [added: agreements] with [removed: a Cryptocurrency Service Provider (“CSP”),] [added: third-party CSPs,] which [removed: provides] [added: provide] (i) [removed: a] cryptocurrency exchange [removed: platform] [added: platforms] and services whereby investors can buy and sell certain cryptocurrencies [removed: from or to other customers of the CSP or liquidity providers] and (ii) custody services for certain cryptocurrencies (collectively, the “Exchange Services”), enabling [added: some of] our customers to trade and custody Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC), Bitcoin Cash (BCH) and potentially other cryptocurrencies, (collectively, "Cryptocurrency Assets") via [removed: the CSP.][added: CSPs.]
A disruption in our partnership with [removed: the] [added: a] CSP or in the Exchange Services provided by [removed: the] [added: a] CSP could have adverse effects on our customers’ confidence in our cryptocurrency offering through [removed: the CSP] [added: CSPs] and on our business.
[removed: A] [added: [A] data breach at the CSP may result in irreversible losses, which would adversely affect our customers and our [removed: business.][added: business.](#CSPbreach)]
Access to the Cryptocurrency Assets is controllable only by the possessor of the unique private [removed: key] [added: key(s)] relating to the digital wallet in which such Cryptocurrency Assets are held.
To the extent any of the [removed: CSP’s] [added: CSPs’] private keys are lost, destroyed, unable to be accessed by the [removed: CSP,] [added: CSPs,] or otherwise compromised and no backup of such private [removed: key] [added: key(s)] is accessible, the [removed: CSP will] [added: CSPs may] be unable to access the Cryptocurrency Assets held in the respective wallets.
In addition, neither the [removed: CSP] [added: CSPs] nor any cryptocurrency custodian can provide absolute assurance that any or all of the [removed: CSP’s] [added: CSPs’] wallets will not be hacked or compromised such that the private keys are obtained by a [removed: third-party] [added: third party] or otherwise compromised in a manner such that Cryptocurrency Assets are sent to one or more addresses that the [removed: CSP does] [added: CSPs do] not control, which could result in the loss of some or all of the Cryptocurrency Assets that the [removed: CSP holds] [added: CSPs hold] in custody on behalf of our customers.
The [removed: CSP’s] [added: CSPs’] failure to safeguard the Cryptocurrency Assets may result in losses to our customers which could have adverse effects on our customers’ confidence in our cryptocurrency offering through [removed: the CSP] [added: CSPs] and on our business.
Both we and the [removed: CSP] [added: CSPs] rely on computer software, hardware and telecommunications infrastructure and networking to provide the respective services to our customers with respect to trading and custody of the Cryptocurrency Assets.
Please read the detailed discussion of these risks following the summary.
[Risks Related to Our Company Structure](#StructureRisks)
[](#StructureRisks)
[Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us](#FutureSales).
[Control by Mr. Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to conflicts of interests and could discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways.](#ControlbyTP)
[](#ControlbyTP)
[We depend on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses.](#DependantonIBG)
[](#DependantonIBG)
[We are required to pay Holdings for the benefit relating to additional tax depreciation or amortization deductions we claim as a result of the tax basis step\-up our subsidiaries received in connection with our initial public offering (“IPO”) and certain subsequent redemptions of Holdings membership interests.](#ReqtopayHoldings)
[](#ReqtopayHoldings)
[Certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change our direction or management.](#CertainProvisions)
[](#CertainProvisions)
[Risks Related to Our Business](#BusinessRisks)
[](#BusinessRisks)
[Macroeconomic, geopolitical and other challenges and uncertainties could have a negative impact on our business.](#overall)
[](#overall)
[Our business could be harmed by a systemic market event.](#SystemicEvent)
[](#SystemicEvent)
[Damage to our reputation could harm our business](#DamageReputation).
[The impact of a public health emergency may have a material adverse impact on our business and results of operations.](#PublicHealth)
[Our future success will depend on our response to the demand for new services, products and technologies.](#NewservicesandTech)
[](#NewservicesandTech)
[The loss of our key employees would materially adversely affect our business.](#LossofKeyemployees)
[](#LossofKeyemployees)
[We may not pay dividends on our common stock at any time in the foreseeable future.](#Dividends)
[](#Dividends)
[Our direct market access clearing and non\-clearing brokerage operations face intense competition.](#Directmarketaccess)
[](#Directmarketaccess)
[We are subject to potential losses as a result of our clearing and execution activities.](#potentiallossesclearing)
[](#potentiallossesclearing)
[We are exposed to risks associated with our international operations.](#InternationalRisks)
[](#InternationalRisks)
[We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations.](#CounterpartyRisk)
[](#CounterpartyRisk)
[Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.](#AcquisitionRisj)
[](#AcquisitionRisj)
[Because our revenues and profitability depend on trading volume and interest rate levels, they are prone to significant fluctuations and are difficult to predict.](#TradingVolume)
[](#TradingVolume)
[We may incur material trading losses from our market making activities.](#TradinglossesMM)
[](#TradinglossesMM)
basis to foreign or non\-depreciable fixed assets, the impact of the increase in the tax basis on our ability to use foreign tax credits and the rules relating to the amortization of intangible assets, for example.
Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading.
Like other brokerage and financial services firms, our business and profitability are directly affected by elements that are beyond our control, such as economic and political conditions, broad trends in business and finance, changes in volume of securities and futures transactions, changes in the markets in which such transactions occur and changes in how such transactions are processed.
A weakness in securities markets, such as a slowdown causing reduction in trading volume in U.S. or foreign securities and derivatives, has historically resulted in reduced transaction revenues and would have a material adverse effect on our business, financial condition and results of operations.
In March 2020, the World Health Organization recognized the outbreak of COVID-19 caused by a novel strain of the coronavirus as a pandemic.
The pandemic has affected all countries in which we operate.
A substantial portion of our employees were impacted by local COVID-19 restrictions.
After such restrictions were lifted, we reopened our offices to all employees and adopted a hybrid work model for our offices globally.
As a result, any disruption to our
We are subject to regulatory oversight and examination by numerous governmental and self-regulatory authorities.
As announced on August 10, 2020, we agreed to settle certain matters related to our historical anti-money laundering and Bank Secrecy Act practices and procedures with FINRA, the SEC and the CFTC.
As part of the settlements, we agreed to pay penalties of $15 million to FINRA, $11.5 million to the SEC and $11.5 million to the CFTC, plus approximately $700,000 in disgorgement.
In addition, we agreed to continue the retention of an independent consultant to review the implementation of our enhanced compliance practices and procedures.
We are also cooperating with a United States Department of Justice inquiry concerning these matters, and while its outcome cannot be predicted, we do not believe that the resolution of this inquiry is likely to have a materially adverse effect on our financial results.
To continue to operate and to
Our backup services are currently limited to U.S. and major European markets.
Critical issues concerning the commercial use of the Internet, such as ease of access, security, privacy, reliability, cost, and quality of service, remain unresolved and may adversely impact the growth of Internet use.
If Internet usage continues to increase rapidly, the Internet infrastructure may not be able to support the demands placed on it by this growth, and its performance and reliability may decline.
Our computer infrastructure may be vulnerable to security breaches.
Any such problems could jeopardize confidential information transmitted over the Internet, cause interruptions in our operations or cause us to have liability to third persons.
Our computer infrastructure is potentially vulnerable to physical or electronic computer break\-ins, cyber-attacks, viruses and similar disruptive problems and security breaches.
A party able to circumvent our security measures could misappropriate proprietary information or customer information, jeopardize the confidential nature of information transmitted over the Internet or cause interruptions in our operations.
Concerns over the security of Internet transactions and the privacy of users could also inhibit the growth of the Internet or the electronic brokerage industry in general, particularly as a means of conducting commercial transactions.
Our estimated annual losses from reimbursements to customers whose accounts have been negatively affected by unauthorized access have historically been less than $ 500,000 annually and were significantly reduced since the widespread introduction of our Secure Login System.
Our current insurance program may protect us against some, but not all, of such losses.
We provide only a platform and an interface for our customers to access the Exchange Services provided by the CSP.
We have no custody or control over the Cryptocurrency Assets our customers hold in their accounts at the CSP.
An excerpt. Shown here: 40 of 50 rewritten, 40 of 156 added and all 27 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
267 rewritten, 53 added, 43 removed, 344 unchanged
We specialize in routing orders and executing and processing trades in stocks, options, futures, forex, bonds, mutual funds, ETFs and precious metals on more than 150 electronic exchanges and market centers in [removed: 33] [added: 34] countries and [removed: 26] [added: 27] currencies seamlessly around the world.
In addition, our customers can use our trading platform to trade certain cryptocurrencies through [removed: a] third-party cryptocurrency service [removed: provider] [added: providers] that [removed: executes, clears] [added: execute, clear] and [removed: custodies] [added: custody] the cryptocurrencies.
The proliferation of electronic exchanges and market centers [removed: since the early 1990s] has allowed us to integrate our software with an increasing number of trading venues, creating one automatically functioning, computerized platform that requires minimal human intervention.
Currently, approximately [removed: 79%] [added: 81%] of our customers reside outside the U.S. in over 200 countries and territories, and over [removed: 50%] [added: 80%] of new customers come from outside the U.S. Approximately [removed: 59%] [added: 57%] of our customers’ equity is in institutional accounts such as hedge funds, financial advisors, proprietary trading [removed: desks] [added: firms] and introducing brokers.
Individual investors, who [removed: had] helped drive equities [removed: markets] [added: market volumes] higher in [removed: the] prior [removed: year,] [added: years,] were [removed: less] [added: more] engaged [added: in 2023] with [removed: them as economic conditions weakened] [added: the options markets and less so] in [removed: 2022.][added: equities markets.]
The following is a summary of the key economic drivers that affect our business and how they compared to the [removed: prior year:][added: prior-year quarter:]
[removed: *Global trading volumes.* According] [added: In the U.S., according] to industry data, [removed: in 2022] average daily volume in [removed: U.S. exchange\-listed equity\-based] [added: exchange-listed equity-based] options increased by [removed: 5%, U.S.] [added: 8% and] futures by [removed: 19% and U.S.] [added: 5%, while] listed cash equities volume [added: decreased] by [removed: 4%, over the prior year.][added: 7%, compared to 2022.]
[removed: Various market cross-currents led to mixed results across our major product types:] [added: Our] customer [removed: options, futures] [added: options] and [removed: foreign exchange] [added: futures] volumes were up [removed: 3%, 33%] [added: 12%] and [removed: 18%,] [added: 1%,] respectively, while stock [added: and foreign exchange] volumes declined [removed: 58%] [added: 24% and 29%, respectively,] compared to [removed: 2021.][added: the prior year.]
*Volatility.* U.S. market volatility, as measured by the average Chicago Board Options Exchange Volatility Index (“VIX®”), [removed: rose 32%,] [added: declined 35%,] from an average of [removed: 19.7] [added: 26.0] in [removed: 2021] [added: 2022] to [removed: 26.0] [added: 16.8] in [removed: 2022.][added: the current year.]
In general, higher volatility [removed: improves] [added: typically enhances] our performance because it often correlates positively with customer trading activity across product types.
[removed: By year end, the] [added: The] U.S. Treasury yield curve [removed: became] [added: remained] inverted, with long-term rates markedly lower than [removed: short-term rates.][added: short-term.]
Higher U.S. benchmark rates have boosted the interest we earn on our segregated cash, the majority of which is invested in [added: short-term] U.S. government securities and related instruments.
Further, our margin balances are tied to benchmark rates, so [removed: rising] [added: higher] rates [added: in 2023] have also improved the interest we earn on margin lending to our customers.
[removed: Increasing] [added: Rising] rates also increase our interest expense.
For example, in U.S. dollars we pay interest to customers [added: on their qualified cash balances] when the federal funds effective rate is above 0.50%, which it has been since May 2022.
We believe the attractive rates we pay on customer cash are [added: among the highest in the industry and are] another important feature that draws customers to our platform.
Net interest income on customer cash and margin loan balances increased significantly compared to the prior year as the average federal funds effective rate increased to [removed: 1.68%] [added: 5.03%] in [removed: 2022] [added: the current year] from [removed: 0.08%] [added: 1.68%] in [removed: 2021.][added: the prior year.]
During an extended period prior to [added: and including part of] 2022, the interest we paid on customer cash balances and earned on customer margin loans and investment of customer segregated funds resulted in spreads that were compressed at low benchmark rates.
[removed: Benchmark] [added: Now that benchmark] interest rates [added: are] over 50 basis points [removed: eliminate this] [added: and] spread compression [removed: and lead to] [added: has been eliminated, we earn] higher net interest income.
Higher interest rates contributed to a [removed: 45%] [added: 68%] rise in net interest income over the prior year.
Combined with increases in average interest-earning assets, particularly in segregated cash balances, these higher rates led to a widening of our net interest margin from [removed: 1.17%] [added: 1.53%] in [removed: 2021] [added: the prior year] to [removed: 1.53%] [added: 2.36%] in [removed: 2022.][added: the current year.]
[removed: In 2022,] [added: During] the [added: current year, the] value of the GLOBAL, as measured in U.S. dollars, [removed: decreased 1.85%] [added: increased 0.41%] compared to its value at December 31, [removed: 2021,] [added: 2022,] which had a [removed: negative] [added: positive] impact on our comprehensive earnings for the current year.
A discussion of our approach for managing foreign currency exposure is contained in Part I, Item 7A of this Quarterly Report on Form [removed: 10\-Q] [added: 10-Q] entitled “Quantitative and Qualitative Disclosures about Market Risk.”
Diluted earnings per share were [removed: $3.75] [added: $5.67] for the year ended December 31, [removed: 2022] [added: 2023] (“current year”), compared to [removed: $3.24] [added: $3.75] for the year ended December 31, [removed: 2021] [added: 2022] (“prior year”).
Adjusted diluted earnings per share were [removed: $4.05] [added: $5.75] for the current year, compared to [removed: $3.37] [added: $4.05] for the prior year.
For the current year, our net revenues were [removed: $3,067] [added: $4,340] million and income before income taxes was [removed: $1,998] [added: $3,069] million, compared to net revenues of [removed: $2,714] [added: $3,067] million and income before income taxes of [removed: $1,787] [added: $1,998] million in the prior year.
Adjusted net revenues were [removed: $3,213] [added: $4,367] million and adjusted income before income taxes was [removed: $2,144] [added: $3,101] million, compared to adjusted net revenues of [removed: $2,780] [added: $3,213] million and adjusted income before income taxes of [removed: $1,853] [added: $2,144] million in the prior year.
Net interest income increased [removed: 45%] [added: 68%] from the prior year to [removed: $1,668] [added: $2,794] million, driven by higher benchmark interest rates and customer credit [removed: balances, despite a decline in margin lending] balances.
Commission revenue [removed: decreased 2%] [added: increased 3%] from the prior year to [removed: $1,322] [added: $1,360] million on [removed: lower customer stock trading] [added: higher options and futures] volumes, partially offset by [removed: higher futures and options] [added: lower customer stock trading] volumes.
Other income [removed: decreased $105] [added: increased $96] million from the prior [removed: year.][added: year to a loss of $11 million.]
This [removed: decrease] [added: increase] was mainly comprised of (1) [removed: $63] [added: $20] million related to our currency diversification [removed: strategy and] [added: strategy,] (2) [removed: $39] [added: $52] million related to our U.S. government securities [removed: portfolio; partially offset by] [added: portfolio, and] (3) [removed: a $16] [added: $25] million [removed: gain] related to our strategic investment in Up Fintech Holding Limited (“Tiger Brokers”).
Pretax profit margin was [removed: 65%, down] [added: 71%, up] from [removed: 66%] [added: 65%] in the prior year.
Adjusted pretax profit margin was [added: 71%, up from] 67% [removed: for both years.][added: in the prior year.]
In connection with our currency diversification strategy as of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 24%] [added: 25%] of our equity was denominated in currencies other than the U.S. dollar.
In the current year, our currency diversification strategy [removed: decreased] [added: increased] our comprehensive earnings by [removed: $211] [added: $42] million (compared to a decrease of [removed: $134] [added: $211] million in the prior year), as the U.S. dollar value of the GLOBAL [removed: decreased] [added: increased] by approximately [removed: 1.85%,] [added: 0.41%,] compared to its value as of December 31, [removed: 2021.][added: 2022.]
The effects of our currency diversification strategy are reported as (1) a component of other income (loss of [removed: $100] [added: $80] million) in the consolidated statements of comprehensive income and (2) other comprehensive income (“OCI”) [removed: (loss] [added: (gain] of [removed: $111] [added: $122] million) in the consolidated statements of financial condition and the consolidated statements of comprehensive income.
We believe that our current operations may be favorably or unfavorably impacted by the following trends [added: and uncertainties] that may affect our financial condition and results of operations:
The impact of [removed: the COVID-19 or another] [added: a] public health emergency going forward will depend on numerous evolving factors that cannot be accurately predicted, including the duration and spread of the pandemic, governmental regulations in response to the pandemic, and the effectiveness of vaccinations and other medical advancements.
For example, tensions between the U.S. and China have escalated [removed: recently,] [added: in recent years,] and changes in Chinese governmental oversight of Hong Kong and in the Chinese and Hong Kong capital markets could result in adverse effects on our business and loss of assets we hold in the region.
| 2019 | | 302,289 | | [removed: (8%)] | | 26,346 | | [removed: 20%] | | 17,136 | | [removed: (8%)] | | 345,771 | | [removed: (6%)] | | 1,380 |
In 2023, most world equities markets, including the U.S., Europe, Japan and Australia, reached all-time highs (one notable exception was Hong Kong, which was down on the year).
Elevated inflation, and the tighter monetary policy and resulting higher interest rates deployed to fight it, led to recession fears early in the year.
In the second half, however, the expectation of lower interest rates and a “soft landing” for global economies drove markets higher, despite the ongoing backdrop of geopolitical uncertainty.
*Global trading volumes.* Worldwide, equities volumes at most major exchanges declined in the current year, while major market indexes reached all-time highs.
Within U.S. equities, a small number of technology stocks (the so-called “Magnificent 7”) were responsible for a large portion of market index gains during the year.
While stock trading volumes remained higher than pre-pandemic levels, they were lower in the current year versus a year ago as investors chose to maintain their holdings in these technology stocks.
Options trading volumes have risen with the growing popularity of shorter-dated options contracts, while in futures, market volumes increased in agriculture, interest rate, metals and energy products, in part as investors sought to mitigate exposure to persistent inflation, higher interest rates and geopolitical uncertainties.
These factors led to mixed results across our major product types.
Volatility levels had been elevated for most of 2022 in light of geopolitical events such as regional conflicts; more unpredictable world economies and markets; and consistent, significant interest rate hikes.
In contrast, the current level of volatility has dipped below long-term trends.
In particular, the current year did not exhibit the brief spikes in volatility that were more frequently seen in prior years.
*Interest Rates.* The U.S. Federal Reserve increased the benchmark federal funds rate four times in 2023, in February, March, May and July, which raised rates cumulatively by 100 basis points.
In most countries with developed financial markets, benchmark interest rates also rose over the year as central banks continued to take steps to control inflation.
Higher short-term rates, and uncertainty over future U.S. Federal Reserve rate policy, have led us to maintain a short duration portfolio, all of which matured within three months at December 31, 2023, to more closely match our asset and liability maturities on our interest-sensitive assets.
Other fees and services increased 7% from the prior year to $197 million on higher risk exposure fees and Insured Bank Deposit Sweep Program fees (“FDIC sweep fees”).
Execution, clearing and distribution fees expenses increased 19% to $386 million, driven by higher customer trading volume in options and futures.
Benchmark interest rates tend to fluctuate with economic conditions.
| 2023 | | 670,263 | | (9%) | | 58,580 | | (16%) | | 36,725 | | 12% | | 765,568 | | (9%) | | 3,075 |
| 2023 | | 1,020,736 | | 12% | | 209,034 | | 1% | | 252,742,847 | | (23%) |
| | | Options | | % | | Futures 1 | | % | | Stocks | | % |
| 2023 | | 981,172 | | 12% | | 206,073 | | 1% | | 248,588,960 | | (24%) |
| | | Options | | % | | Futures 1 | | % | | Stocks | | % |
| 2023 | | 834,866 | | 7% | | 204,691 | | 1% | | 240,270,617 | | (24%) |
| | | Options | | % | | Futures 1 | | % | | Stocks | | % |
| 2023 | | 39,564 | | 15% | | 2,961 | | (8%) | | 4,153,887 | | (11%) |
| Net income available for common stockholders | | $ | 600 | | $ | 380 | | $ | 308 |
Generally, as benchmark interest rates rise, while the overall revenue generated from a securities lending transaction may not change, the portion
Despite generally lower demand for so-called “hard-to-borrow” stocks, we were able to capitalize on opportunities to lend certain high-rate stocks.
The average number of employees increased 6% to 2,892 for the current year, compared to 2,721 for the prior year.
Communications expenses, for the current year, increased $8 million, or 24%, compared to the prior year, to $41 million, mainly due to higher costs related to colocation sites and customer communications services.
General and administrative expenses, for the current year, increased $46 million, or 28%, compared to the prior year, to $211 million, primarily due to the legal settlement with the SEC and CFTC of a regulatory investigation into the use of unapproved electronic messaging subject to record keeping requirements.
The current year expense includes a $5 million credit loss on a loan not related to margin lending.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2023 | | | 2022 | | | 2021 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Equities markets around the world were predominantly down in 2022, with major equity market indices in the U.S., Europe and Asia falling by double digits.
This declining market backdrop occurred in the face of inflation, rising interest rates worldwide, fears of recession and unpredictable geopolitical uncertainty.
Volumes rose in financial futures, particularly foreign exchange and equity index futures, as higher inflation, a stronger U.S. dollar and investors looking to benefit from rising volatility drove this increase during the period.
While stock trading volumes remain significantly higher than pre-pandemic levels, in 2022 they were below the unusually high levels of stock trading seen in 2021, a period dominated by trading in “meme” stocks and low-priced stocks generally.
Volatility increased as numerous cross-currents, from inflationary pressures, changing central interest rate policies, unpredictable world economies and geopolitical uncertainty, impacted markets worldwide.
In 2022, higher options and futures volumes in a period of elevated volatility demonstrated the continuing benefit of more participants in the financial markets and their increasing comfort with these exchange-listed derivative products, which can be used to manage risk amid heightened and ongoing geopolitical and interest rate uncertainty.
*Interest Rates.* In 2022, interest rates rose in a steady series of increases from the zero to 0.25% range that had been targeted for two years prior to March 2022.
Over the course of 2022, the U.S. Federal Reserve increased the federal funds rate seven times, ending 2022 with a target range of 4.25% to 4.50%.
In nearly every country, interest rates also rose in 2022 as central banks sought to control inflationary pressures.
The environment of uncertainty over future U.S. Federal Reserve rate policy has led us to maintain a short duration investment profile, so that additional rate increases present more opportunities for interest-sensitive assets.
Benchmark interest rates have fluctuated over the past years due to economic conditions.
| | | | | | | | | | | | | | | | | | | |
| 2018 | | 328,099 | | | | 21,880 | | | | 18,663 | | | | 368,642 | | | | 1,478 |
| | | | | | | | | | | | | |
| 2018 | | 408,406 | | | | 151,762 | | | | 210,257,186 | | |
| 2018 | | 358,852 | | | | 148,485 | | | | 198,909,375 | | |
| 2018 | | 313,795 | | | | 146,806 | | | | 194,012,882 | | |
| 2018 | | 49,554 | | | | 3,277 | | | | 11,347,811 | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Securities lending opportunities maintained a strong pace during the current year, despite fewer opportunities than the prior year.
Communications expenses, for the current year, were unchanged, at $33 million.
General and administrative expenses, for the current year, decreased $11 million, or 6%, compared to the prior year, to $165 million, primarily due to the non-recurrence of $19 million in costs for Brexit-related regulatory onboarding to bring our new brokerage operations on line in Europe incurred in the prior year and a $3 million decrease in legal and consulting expenses; partially offset by a $3 million increase in advertising expenses and a $5 million increase in software and network related expenses.
| | (in millions, except %) | | | | | | | | |
Customer compensation expenses were incurred to compensate certain affected customers in connection with their losses on West Texas Intermediate Crude Oil contracts on April 20, 2020, as described below.
Unusual bad debt expense includes material losses on margin loans resulting from unusual events that occur in the marketplace.
For the year-ended December 31, 2020, unusual bad debt expense reflects losses incurred by futures customers in excess of the equity in their accounts related to the West Texas Intermediate Crude Oil event described below.
*West Texas Intermediate Crude Oil Event*
On April 20, 2020 the energy markets exhibited extraordinary price activity in the New York Mercantile Exchange ("NYMEX") West Texas Intermediate Crude Oil futures contract.
The price of the May 2020 physically-settled futures contract dropped to an unprecedented negative price.
This price was the basis for determining the settlement price for cash-settled futures contracts traded on the CME Globex and also for a separate, expiring cash-settled futures contract listed on the Intercontinental Exchange Europe ("ICE Europe").
Several of the Company’s customers held long positions in these CME and ICE Europe contracts, and as a result they incurred losses, including losses in excess of the equity in their accounts.
The Company fulfilled the required variation margin settlements with the respective clearinghouses on behalf of its customers.
The Company subsequently compensated certain affected customers in connection with their losses resulting from the contracts settling at a price below zero.
As a result, the Company recognized an aggregate loss of approximately $104 million in the prior year, of which $103 million is included in general and administrative expenses and $1 million in customer bad debt expense in the consolidated statements of comprehensive income.
| Customer compensation expense | | | \- | | | \- | | | 103 |
| Customer compensation expense | | | \- | | | \- | | | 20 |
Note: Amounts may not add due to rounding.
| Customer compensation expense | | | \- | | | \- | | | 0.24 |
| Adjusted diluted EPS | | $ | 4.05 | | $ | 3.37 | | $ | 2.49 |
An excerpt. Shown here: 40 of 267 rewritten, 40 of 53 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
29 rewritten, 6 added, 8 removed, 111 unchanged
Although our remaining market making activities are completely automated, the trading process and our risk are monitored by a team of individuals who, in [removed: real-time,] [added: real time,] observe various risk parameters of our consolidated positions.
Because we conduct business in many countries and many currencies and because we consider ourselves a global enterprise based in a diversified basket of currencies rather than a U.S. [removed: dollar based] [added: dollar-based] company, we actively manage our global currency exposure by maintaining our equity in GLOBALs.
The U.S. dollar value of the GLOBAL [removed: decreased 1.85%] [added: increased 0.41%] as of December 31, [removed: 2022] [added: 2023] compared to December 31, [removed: 2021.][added: 2022.]
As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 24%] [added: 25%] of our equity was denominated in currencies other than the U.S. dollar.
| USD | | 0.72 | | 1.0000 | | | 0.720 | | [removed: 74.4%] [added: 75.8%] | | $ | [removed: 7,605] [added: 8,803] | | 1.0000 | | | 0.720 | | [removed: 75.8%] [added: 75.5%] | | $ | [removed: 8,803] [added: 10,619] | | [removed: 1.4%] [added: \-0.3%] |
| CHF | | 0.02 | | [removed: 1.0963] [added: 1.0816] | | | 0.022 | | 2.3% | | | [removed: 232] [added: 265] | | [removed: 1.0816] [added: 1.1881] | | | [removed: 0.022] [added: 0.024] | | [removed: 2.3%] [added: 2.5%] | | | [removed: 265] [added: 350] | | [removed: 0.0%] [added: 0.2%] |
| CNH | | 0.13 | | [removed: 0.1572] [added: 0.1445] | | | [removed: 0.020] [added: 0.019] | | [removed: 2.1%] [added: 2.0%] | | | [removed: 216] [added: 230] | | [removed: 0.1445] [added: 0.1404] | | | [removed: 0.019] [added: 0.018] | | [removed: 2.0%] [added: 1.9%] | | | [removed: 230] [added: 269] | | \-0.1% |
| INR | | 1.10 | | [removed: 0.0134] [added: 0.0121] | | | [removed: 0.015] [added: 0.013] | | [removed: 1.5%] [added: 1.4%] | | | [removed: 156] [added: 163] | | [removed: 0.0121] [added: 0.0120] | | | 0.013 | | 1.4% | | | [removed: 163] [added: 195] | | [removed: \-0.1%] [added: 0.0%] |
| CAD | | 0.02 | | [removed: 0.7912] [added: 0.7385] | | | [removed: 0.012] [added: 0.011] | | 1.2% | | | [removed: 125] [added: 135] | | [removed: 0.7385] [added: 0.7549] | | | 0.011 | | 1.2% | | | [removed: 135] [added: 167] | | [removed: \-0.1%] [added: 0.0%] |
| AUD | | 0.02 | | [removed: 0.7266] [added: 0.6816] | | | [removed: 0.011] [added: 0.010] | | 1.1% | | | [removed: 115] [added: 125] | | [removed: 0.6816] [added: 0.6811] | | | 0.010 | | 1.1% | | | [removed: 125] [added: 151] | | 0.0% |
| HKD | | 0.04 | | [removed: 0.1283] [added: 0.1281] | | | 0.004 | | 0.5% | | | [removed: 47] [added: 55] | | 0.1281 | | | 0.004 | | 0.5% | | | [removed: 55] [added: 66] | | 0.0% |
| | | | | | | | [removed: 0.968] [added: 0.950] | | 100.0% | | $ | [removed: 10,222] [added: 11,615] | | | | | [removed: 0.950] [added: 0.954] | | 100.0% | | $ | [removed: 11,615] [added: 14,067] | | 0.0% |
We had no variable\-rate debt outstanding as of December 31, [removed: 2022.][added: 2023.]
In a normal rate environment, we typically invest a portion of these funds in U.S. government securities with maturities of up to two [removed: years.][added: years, although given the current interest rate environment, at this time all such investments mature within three months.]
[removed: At negative or near-zero] [added: zero] benchmark rates, [added: such as during 2021,] our interest sensitivity to rate increases is limited to the extent that a higher benchmark rate [added: plus a spread may still be below the minimum charge.]
Based on customer balances and investments outstanding as of December 31, [removed: 2022,] [added: 2023,] and assuming reinvestment of maturing instruments in instruments of short-term duration, an unexpected increase of 0.25% over current U.S. dollar interest rate levels would increase our net interest income by approximately [removed: $49] [added: $56] million on an annualized basis, assuming the full effect of reinvestment at higher rates.
A 0.25% increase in all the relevant non-U.S. dollar benchmark rates would increase our net interest income by [removed: $25] [added: approximately $18] million [added: to $20 million] on an annualized basis.
Based on customer balances and investments outstanding as of December 31, [removed: 2022,] [added: 2023,] and assuming reinvestment of maturing instruments in instruments of short-term duration, an unexpected decrease in U.S. dollar interest rates of 0.25% would decrease our net interest income by approximately [removed: $49] [added: $56] million on an annualized basis, assuming the full effect of reinvestment at lower rates.
A 0.25% decrease in all the relevant non-U.S. dollar benchmark rates would decrease our net interest income by [removed: $25] [added: approximately $18] million [added: to $20 million] on an annualized basis.
As of December 31, [removed: 2022,] [added: 2023,] we [removed: had $38.8] [added: extended $44.5] billion in margin loans [removed: extended] to our customers.
| | | [added: |] At December 31, | | | At December 31, | | | Average | | | High | [removed: |]
| Market Risk Category | | [removed: 2022] | [added: 2023] | | [removed: 2021] | [added: 2022] | | [removed: 2022] | [added: 2023] | | [removed: 2022] | [added: 2023] |
| Equities and Currencies (2) | | $ | [removed: 8] [added: 10] | | $ | 8 | | $ | [removed: 7] [added: 9] | | $ | [removed: 8] [added: 10] |
| Trading Total | | $ | [removed: 8] [added: 10] | | $ | 8 | | $ | [removed: 7] [added: 9] | | $ | [removed: 8] [added: 10] |
| Equities and Currencies | | $ | [removed: 26] [added: 28] | | $ | [removed: 18] [added: 26] | | $ | [removed: 20] [added: 29] | | $ | [removed: 26] [added: 30] |
| Fixed Income, Other [removed: (3), (4)] [added: (3)] | | | [removed: 9] [added: 3] | | | [removed: 14] [added: 9] | | | [removed: 12] [added: 3] | | | [removed: 16] [added: 5] |
| Non-Trading Total | | $ | [removed: 35] [added: 31] | | $ | [removed: 32] [added: 35] | | $ | 32 | | $ | [removed: 42] [added: 35] |
[removed: The] [added: The] “Non-trading” category reflects investment activities and foreign currency exposures of the Company's non-market making subsidiaries (i.e., its brokerage subsidiaries and information technology subsidiaries).
The average and high VaR amounts [removed: for equities and currencies] are based on [removed: end of day] [added: the four quarter ending] calculations performed in [removed: 2022.][added: 2023.]
| | | | | As of 12/31/2022 | | | | | | | | | | As of 12/31/2023 | | | | | | | | | | |
| EUR | | 0.09 | | 1.0704 | | | 0.096 | | 10.1% | | | 1,178 | | 1.1037 | | | 0.099 | | 10.4% | | | 1,465 | | 0.3% |
| JPY | | 3.91 | | 0.0076 | | | 0.030 | | 3.1% | | | 365 | | 0.0071 | | | 0.028 | | 2.9% | | | 409 | | \-0.2% |
| GBP | | 0.02 | | 1.2099 | | | 0.024 | | 2.5% | | | 296 | | 1.2731 | | | 0.025 | | 2.7% | | | 376 | | 0.1% |
At negative or near-
If such securities were sold prior to maturity, the loss would be realized and the proceeds reinvested at prevailing higher interest rates.
| | | | | As of 12/31/2021 | | | | | | | | | | As of 12/31/2022 | | | | | | | | | | |
| EUR | | 0.09 | | 1.1372 | | | 0.102 | | 10.6% | | | 1,081 | | 1.0704 | | | 0.096 | | 10.1% | | | 1,178 | | \-0.4% |
| JPY | | 3.91 | | 0.0087 | | | 0.034 | | 3.5% | | | 359 | | 0.0076 | | | 0.030 | | 3.1% | | | 365 | | \-0.4% |
| GBP | | 0.02 | | 1.3527 | | | 0.027 | | 2.8% | | | 286 | | 1.2099 | | | 0.024 | | 2.5% | | | 296 | | \-0.2% |
plus a spread may still be below the minimum charge.
The fixed income stress amounts are based on the four quarter ending calculations performed in 2022.
(4)As a result of the active rising interest rate environment, in 2022, we changed our methodology for risk computed under a stress test.
Prior period amounts have been updated to conform to the current period presentation.
Item 1. BUSINESS
95 rewritten, 59 added, 79 removed, 384 unchanged
We specialize in routing orders and executing and processing trades in stocks, options, futures, foreign exchange instruments (“forex”), bonds, mutual funds, ETFs and precious metals on more than 150 electronic exchanges and market centers in [removed: 33] [added: 34] countries and [removed: 26] [added: 27] currencies seamlessly around the world.
In addition, our customers can use our trading platform to trade certain cryptocurrencies through [removed: a] third-party cryptocurrency service [removed: provider] [added: providers] that [removed: executes, clears] [added: execute, clear] and [removed: custodies] [added: custody] the cryptocurrencies.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 2,820] [added: 2,932] employees worldwide.
IBG, Inc. is a holding company whose primary asset is the ownership of approximately [removed: 24.5%] [added: 25.4%] of the membership interests of IBG LLC, the current holding company for our businesses.
The proliferation of electronic exchanges and market centers [removed: since the early 1990s] has allowed us to integrate our software with an increasing number of trading venues, creating automatically functioning, computerized platforms that require minimal human intervention.
[removed: ![Diagram][added: ![A diagram of a company's company]
Description automatically [removed: generated](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231x10kg001.jpg)][added: generated](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231x10kg001.jpg)]
Our primary assets are our ownership of approximately [removed: 24.5%] [added: 25.4%] of the membership interests of IBG LLC, the current holding company for our businesses, and our controlling interest and related contractual rights as the sole managing member of IBG LLC.
The remaining approximately [removed: 75.5%] [added: 74.6%] of IBG LLC membership interests are held by IBG Holdings LLC (“Holdings”), a holding company that is owned directly and indirectly by our founder and Chairman, Mr. Thomas Peterffy and his affiliates, management and other employees of IBG LLC, and certain other members.
The table below presents the amount of IBG LLC membership interests held by IBG, Inc. and Holdings as of December 31, [removed: 2022.][added: 2023.]
From 2011 through [removed: 2022,] [added: 2023,] the Company issued [removed: 37,478,697] [added: 40,111,445] shares of common stock (with a fair value of [removed: $1.7] [added: $1.9] billion) to Holdings in exchange for an equivalent number of shares of member interests in IBG LLC.
We offer our customers access to all tradable classes of primarily exchange\-listed products, including stocks, options, futures, forex, bonds, mutual funds, ETFs, precious metals and cryptocurrencies traded on more than 150 electronic exchanges and market centers in [removed: 33] [added: 34] countries and in [removed: 26] [added: 27] currencies seamlessly around the world.
Since the launching of our electronic brokerage business in 1993, we have grown to approximately [removed: 2.1] [added: 2.6] million institutional and individual brokerage customers.
[removed: *Trader] [added: *IBKR Trader] WorkstationSM* *(TWS)* – The TWS is our flagship desktop trading platform, designed for [added: seasoned,] active traders [removed: and investors] who trade multiple products and require power and flexibility.
*IBKR Mobile* – The IBKR Mobile app provides [added: experienced traders] powerful trading tools and the same market-moving information as our desktop TWS trading platform.
It gives [removed: the customer] [added: customers] access to every resource they need to [removed: trade, monitor] [added: view, trade] and manage their [removed: account.][added: account all with a single login.]
*IBKR GlobalTrader* *–* [added: The] IBKR GlobalTrader is a [removed: simple] [added: streamlined] mobile trading app to trade [removed: stocks and] [added: stocks, EFTs,] options [added: and cryptocurrencies] worldwide.
Customers can also trade select U.S. ETFs around the clock, plus cryptocurrencies like Bitcoin, Bitcoin Cash, Ethereum and [removed: Litecoin –] [added: Litecoin,] all from their mobile device.
*IBKR Universal [removed: accountSM*] [added: AccountSM*] – From a single point of entry in their IBKR Universal1 [removed: account*SM*,] [added: Account*SM*,] our customers are able to transact in [removed: 26] [added: 27] currencies, across multiple classes of tradable, primarily exchange\-listed products traded on more than 150 electronic exchanges and market centers in [removed: 33] [added: 34] countries around the world seamlessly.
The service is available to customers with [removed: an account] [added: accounts] at [removed: J.P. Morgan Chase] [added: several major U.S. banks] and, over time, other banks will be added.
[removed: This program] [added: *Investors’ MarketplaceSM* – The Investors’ MarketplaceSM] is the first electronic meeting place that brings together individual investors, financial advisors, money managers, fund managers, research analysts, technology providers, business developers and administrators, allowing them to interact to form connections and conduct business.
*Mutual Fund [removed: Marketplace –*] [added: Marketplace* –] The Mutual Fund Marketplace offers our customers access to more than [removed: 45,000] [added: 48,000] mutual funds worldwide, including more than [removed: 18,000] [added: 19,000] no-transaction-fee funds from more than [removed: 540] [added: 550] fund families*.*
*Bond Marketplace* – The Bond Marketplace allows customers to search for the best yields from a vast universe of [added: over one million] bonds from issuers in the Americas, Europe and Asia.
Universal [removed: account] [added: AccountSM] refers to the consolidation of these accounts for display purposes only, enabling [removed: clients] [added: customers] the ability to use a single platform to conduct trading activity and view consolidated activity and position information for all products and services offered.
*Cryptocurrency* – Customers, including both individuals and advisors, can trade Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC) and Bitcoin Cash (BCH) through Paxos Trust [removed: Company,] [added: Company or Zero Hash LLC,] which [removed: executes, clears] [added: execute, clear] and [removed: custodies] [added: custody] the cryptocurrencies, alongside other asset classes on a single unified platform.
*Fractional Trading* – Fractional Trading allows customers to buy and sell any eligible [removed: U.S.] [added: U.S., Canadian,] or European [removed: stock] [added: stocks] (or [removed: ETF,] [added: ETFs,] where available), using either a specified cash amount or fractional shares, which are stock units that amount to less than one full share.
*Overnight Trading Hours* – Customers can trade [removed: select] [added: over 10,000] U.S. [added: stocks and] ETFs [removed: 23½] [added: nearly 24] hours a day, five days a week, enabling them to react immediately to market-moving news and conveniently trade at almost any time.
*Flexible and Customizable System* – Our platform is designed to provide an efficient customer experience, beginning with a highly automated account opening process and [removed: ending with] [added: continuing through] fast trade execution and reporting.
We pay our customers interest on the collateral value generally equal to 50% of [removed: the income we earn from] [added: a market-based rate for] lending the shares.
IBKR Campus offers self-directed courses at the Traders’ Academy; live and recorded webinars; our Traders’ Insight market commentary blog; IBKR Podcasts, a [removed: new] podcast series [removed: that] [added: featuring] interviews [removed: thought leaders from across the] [added: with] financial [removed: industry;] [added: industry thought leaders;] the IBKR Quant Blog; [added: IBKR-API, the source for all IBKR API documentation;] and [removed: our] [added: the] Student Trading Lab, [removed: in] which [added: allows] educators [added: to] bring real-world trading experiences to their classroom.
The relative value of global stocks by region, country, industry or individually can be compared, and metrics displayed in one of [removed: 26] [added: 31] currencies.
*IMPACT by Interactive BrokersSM* *–* IMPACT by Interactive BrokersSM (“IMPACT App”) is a unique, simple and intuitive mobile app that helps customers easily align their [added: investment] portfolio with their [removed: values, with a goal to help shape the future they wish to see.][added: values.]
[removed: Customers can] [added: The IMPACT App allows customers to select their personal investment criteria from thirteen impact values and principles, and] also [added: allow customers to] exclude investments based on business practices they would like to avoid.
Using a comprehensive directory of U.S. charities and non-profit organizations from GuideStarTM by Candid, IBKR GIVESM lets customers easily donate to a charity matching their values, or search for a non-profit [added: organization] of their choice.
*Probability Lab®* [removed: *(Patent Pending)*] – The Probability Lab® provides customers with an intuitive, visual method to analyze market participants’ future stock price forecasts based on current option prices.
*IBKR Allocation Order Tool* – The IBKR Allocation Order Tool streamlines the creation, [removed: execution,] [added: execution] and allocation of group orders.
*White [removed: Branding* –] [added: Branding –*] Our large financial advisor and broker\-dealer customers may “white brand” our trading interface, account management and reports with their firm’s identity.
Our customers [added: can] trade on more than 150 electronic exchanges and market centers in [removed: 33] [added: 34] countries around the world.
We provide our customers with a variety of means to connect to our brokerage systems, including cross connects, dedicated point\-to\-point data [removed: lines,] [added: circuits,] extranets, virtual private networks and the Internet.
Specifically, our customers receive [removed: worldwide] electronic access [removed: through] [added: worldwide via] our Trader WorkstationSM [removed: (our real\-time] [added: (real\-time] Java\-based trading platform), our proprietary Application Programming Interface (“API”), our IBKR Mobile app, our [removed: customer-portal-based] [added: Client Portal-based] Quick Trade [added: feature] or industry standard Financial Information Exchange (“FIX”) connectivity.
| Ownership % | | 25.4% | | 74.6% | | 100.0% |
| Membership interests | | 107,049,483 | | 313,976,354 | | 421,025,837 |
Our customers can choose the following trading platforms to match their trading style and expertise:
*IBKR Client Portal* – The IBKR Client Portal is an easy-to-use web-based platform that requires no downloads.
*American Express® International Dollar Card –* The American Express®2 International Dollar card allows non-U.S. residents to transact in U.S. dollars.
Customers enjoy the convenience of paying their bills directly from their Interactive Brokers account.
Currently available for eligible customers in Latin America and the Caribbean (excluding Puerto Rico and the U.S. Virgin Islands).
In Hong Kong, customers can trade and hold BTC and ETH in their account with Interactive Brokers Hong Kong Limited (“IBHK”).
2 American Express® is a trademark registered to the American Express Company, 200 Vesey Street, New York, New York 10285.
*PortfolioAnalyst®* – Our PortfolioAnalyst® reporting tool allows customers to consolidate, track and analyze their portfolios, offering multi-custody solutions, advanced reporting, global support, benchmarks, risk metrics, GIPS® verified returns and powerful on-the-go analytics.
PortfolioAnalyst® can consolidate data from a customer’s investment, checking, savings and annuity accounts, as well as incentive plans, credit card accounts, mortgages and student loans.
*Securities Lending Dashboard* – The Securities Lending Dashboard is designed to help customers assess the short-selling activity for specific securities and inform trading decisions.
The dashboard allows sophisticated individual and institutional investors, including hedge funds, to view an expanded universe of securities lending data across key metrics.
The Securities Lending Dashboard complements IBKR’s Securities Loan and Borrow system, which is a fully electronic and actionable self-service utility that lets customers search for availability of shortable securities from within IBKR trading platforms at no cost.
*Sustainable Investing Tools*
*Custom Indexing –* Custom Indexing allows advisors to create custom portfolios for their customers that directly hold the underlying securities of an index, rather than purchasing a traditional index fund.
This gives advisors the ability to customize portfolios to align with specific investment objectives.
*Employee Plan Administrator SIMPLE IRA –* The Employee Plan Administrator account allows U.S. advisors to offer self-employed individuals and companies of less than 100 employees a Savings Investment Match Plan for Employees Individual Retirement Account (“SIMPLE IRA”).
*Tax Loss Harvesting* – IBKR’s Tax Loss Harvest tool helps advisors to potentially reduce their customers’ tax liabilities by harvesting losses across multiple assets for multiple customers at the same time.
*Streamlined Client Service Program* – The Streamlined Client Service Program offers a new level of service for brokers and advisors who want to handle tasks for their customers, with a simplified process for approving funding requests and signing agreements.
The full list of available tasks includes authorization to update or change account information, account settings, trading permissions, tax forms, banking and transfer instructions; authorization to vote shares and make elections regarding positions; authorization for special programs and alternative investments; and request to send electronic notices, confirmations, account statements and certain communications only to the broker or advisor.
smart order routing resulting in industry-leading execution quality;
As of December 31, 2023, we had 2,932 employees across 27 locations globally.
To help our employees thrive at work and at home, we offer industry-leading benefits programs, including paid leave time for all parents, adoption and fertility support, childcare support, mental health services, and healthcare travel reimbursement.
In the U.S., we fund healthcare premiums at no cost to employees.
We believe that communication and connectivity are critical to creating a culture of inclusion, and in 2023 we implemented a new digital platform with over 60 employee-led communities that employees use to engage in shared interests ranging from philanthropy and sports to innovative technologies.
In response to the results of our 2023 Employee Engagement Survey, we rolled out new programs to support the well-being of our employees.
We implemented a global mental health program operated by an external specialist, which includes peer-to-peer, interactive group sessions and one-on-one sessions to facilitate awareness and education on mental health topics.
We also launched a global Steps Challenge to motivate our employees to build fitness into their work routine.
We believe philanthropic giving is a personal and powerful tool to connect to local communities and causes that matter most to our employees.
To facilitate employee giving, we partner with a workplace giving platform in a program that features matching contributions from the Company.
We support career and skill development for our employees through online and in-person training.
Our IBKR Training Portal offers over 900 courses encompassing market and industry knowledge building, technical skills, and soft-skills training that supports managers and employees in developing in their roles.
We believe managers have an outsized impact on employee experience and careers, so we have invested in supporting managers with content and training focused on coaching, giving and receiving feedback, managing unconscious bias, performance management, and interview skills.
We launched the New Manager Development Program to help first-time managers transition and learn from each other.
Over 175 leaders completed one of our programs in 2023.
In addition, all employees must complete compliance training in many role-relevant areas, meeting or exceeding all regulatory requirements.
Topics include Anti-Money Laundering, Anti-Bribery and Corruption, Sanctions, Cybersecurity and Data Privacy.
We are dedicated to promoting a culture of inclusion and attracting and developing a diverse global workforce.
To broaden the pool of applicants who apply to our jobs and internships, we partner with organizations like 100 Women in Finance and Girls Who Code.
| | Ownership % | 24.5% | | 75.5% | | 100.0% |
| | Membership interests | 102,927,703 | | 316,609,102 | | 419,536,805 |
Our customers can access IBKR’s premier technology through the following trading platforms:
*Client Portal* – Client Portal is a streamlined web-based platform.
*Interactive Brokers Debit Mastercard®* *and Interactive Brokers Canada Prepaid Mastercard®* *Card* – Interactive Brokers Debit Mastercard® and Interactive Brokers Canada Prepaid Mastercard® Card allow customers to spend and borrow directly against their account at lower interest rates than credit cards, personal loans and home equity lines of credit, with no monthly minimum payments and no late fees.
Customers can use their card to make purchases and ATM withdrawals anywhere Debit Mastercard®2 or Prepaid Mastercard®2 are accepted around the world.
*Bill Pay* – Our Bill Pay program allows customers to make electronic or check payments to almost any company or individual in the U.S. The service can be configured for one-time or recurring payments and permits customers to schedule future payments.
*Investors’ MarketplaceSM* – The Investors’ MarketplaceSM is an expansion of our Money Manager Marketplace and our Hedge Fund Capital Introduction program.
__________________________
2 Debit Mastercard® and Prepaid Mastercard® are trademarks registered to Mastercard International Incorporated Corporation, Delaware, 2000 Purchase Street, Purchase, New York 10577-2405.
*PortfolioAnalyst®* – Our PortfolioAnalyst® reporting tool is designed to allow customers to evaluate the performance of their complete financial portfolio.
The tool consolidates data from a customer’s investment, checking, savings, annuity, incentive plans and credit card accounts, calculates GIPS® verified time-weighted and money-weighted returns, and offers robust reporting and benchmarking capabilities.
*Mutual Fund/ETF Parser* – The Parser categorizes the individual component stocks within mutual funds and ETFs, giving an accurate, granular picture of the overall exposure to asset classes, industry sectors and companies.
*Environmental, Social and Governance (“ESG”) Tools*
The IMPACT App allows customers to select their personal investment criteria from thirteen impact values and principles: Clean Air, Pure Water, Ocean Life, Land Health, Consumer Safety, Ethical Leadership, Gender Equality, Racial Equality, LGBTQ Inclusion, Company Transparency, Sustainable Product Lifecycle, Mindful Business Models and Fair Labor & Thriving Communities.
Based on these preferences, the IMPACT App will show customers how investment opportunities and their portfolio align with their beliefs.
*Socially Responsible Investing (SRI) Portfolios* – Interactive Advisors offers customers a selection of value portfolios grouped into Better Planet, Social Justice and Responsible Management categories.
Customers can also customize any of their portfolios to exclude companies whose business practices concern them.
order routing and best execution;
performance of our risk systems at all times across all open markets around the world.
As of December 31, 2022, we had 2,820 full-time employees worldwide.
We offer competitive compensation and comprehensive benefit programs that aim to meet the needs of our employees.
In support of our employees and their overall wellbeing, we recently added new benefits for our employees in the U.S. These benefits include a parental leave policy that increases paid leave time for same-sex, opposite-sex and domestic partnership couples; enhanced benefits related to childbearing and adoption; subsidized backup childcare support through a third-party provider; and healthcare travel reimbursement.
In response to the residual effects of the pandemic, we piloted new programs to support the well-being of our staff.
These programs include a mental health program operated by an external specialist and a new communication and engagement platform with digital communities to support the external activities of interest to our staff.
We continue to solicit employee feedback on our programs through engagement surveys that help us refine our program initiatives.
Giving back to the communities where we operate is important to us.
We continue to partner with Fidelity’s Workplace Giving platform to allow our employees to support the local causes and community efforts that are most important to them.
We have donated funds globally to support community efforts in alleviating poverty, disaster relief, education and medical research, among other causes.
We are committed to the development of our employees by providing them a variety of opportunities to grow and succeed in their careers.
Our Learning and Development team offers robust training programs globally.
Our online training platform offers over 600 courses available on demand.
In 2022, we launched a Leadership Training Series to support the development of our managers’ communication and project management skills.
Over 120 leaders across the Company have completed the training.
We require that our staff complete mandatory training in a number of areas to ensure that the Company complies with external regulations and internal policies.
This training is hosted on our platform, and progress and completion of the training is closely monitored.
Topics include a number of regulatory and compliance requirements, such as compliance with Anti-Money Laundering, Anti-Bribery and Corruption, and sanctions laws, as well as cybersecurity and privacy issues and concerns, all of which is in line with our internal policies.
Training is administered to all relevant employees globally, reaching more than 98% of our staff.
In 2022, our employees received an average of 14 hours of training, an 80% increase over the previous year.
We also provide internship programs for college and high school students to promote their early-stage career development through exposure to our projects and working culture.
An excerpt. Shown here: 40 of 95 rewritten, 40 of 59 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS AND REGULATORY MATTERS
1 rewritten, 0 added, 0 removed, 22 unchanged
We are generally the subject of regulatory inquiries regarding subjects including, but not limited to: audit trail reporting, trade reporting, best execution and order execution procedures, display of market data, short sales, margin lending, exchange fees charged to customers, anti\-money laundering or potentially manipulative trading by customers, [added: sanctions compliance,] procedures for accounts managed by independent financial advisors or referred by third parties, technology development practices, [added: registration,] record-keeping, business continuity [removed: planning] [added: planning, cybersecurity] and other topics of recent regulatory interest.
Cover and table of contents
27 rewritten, 3 added, 0 removed, 76 unchanged
For the year ended December 31, [removed: 2022][added: 2023]
| Large accelerated filer x | Accelerated filer o | Non\-accelerated filer o [removed: ] | Smaller reporting company o | Emerging growth company o |
The aggregate market value of the voting and non\-voting common equity stock held by non\-affiliates of the registrant was approximately [removed: $5,264,574,692] [added: $8,396,870,712] computed by reference to the [removed: $55.01] [added: $83.07] closing sale price of the common stock on the Nasdaq Global Select Market, on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 21, [removed: 2023,] [added: 2024,] there were [removed: 102,996,853] [added: 107,062,321] shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 100 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference in Part III of this Form 10\-K.
ANNUAL REPORT ON FORM 10\-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]
| ITEM 1A | | [Risk Factors](#RiskFactors) | [removed: 19] [added: 20] |
| ITEM 1B | | [Unresolved Staff Comments](#UnresolvedStaffComments) | [removed: 29] [added: 35] |
| ITEM 2 | | [Properties](#Properties) | [removed: 30] [added: 37] |
| ITEM 3 | | [Legal Proceedings and Regulatory Matters](#LegalProceedings) | [removed: 31] [added: 38] |
| ITEM 4 | | [Mine Safety Disclosures](#MineSafety) | [removed: 31] [added: 38] |
| ITEM 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#MarketForCommonEquity) | [removed: 32] [added: 39] |
| ITEM 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#MDA) | [removed: 34] [added: 41] |
| ITEM 7A | | [Quantitative and Qualitative Disclosures about Market Risk](#MarketRisk) | [removed: 54] [added: 60] |
| ITEM 8 | | [Financial Statements and Supplementary Data](#FinancialStatements) | [removed: 59] [added: 65] |
| ITEM 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ChangesAndDisagreements) | [removed: 100] [added: 107] |
| ITEM 9A | | [Controls and Procedures](#ControlsAndProcedures) | [removed: 100] [added: 107] |
| ITEM 9B | | [Other Information](#Other_Information) | [removed: 102] [added: 109] |
| ITEM 10 | | [Directors, Executive Officers and Corporate Governance](#DirectorsOfficers) | [removed: 102] [added: 109] |
| ITEM 11 | | [Executive Compensation](#ExecutiveCompensation) | [removed: 102] [added: 109] |
| ITEM 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#BeneficialOwners) | [removed: 102] [added: 109] |
| ITEM 13 | | [Transactions with Related Persons, Promoters and Certain Control Persons](#TransactionsRelatedPersons) | [removed: 102] [added: 109] |
| ITEM 14 | | [Principal Accountant Fees and Services](#AccountantFees) | [removed: 102] [added: 109] |
| ITEM 15 | | [Exhibits and Financial Statement Schedules](#Exhibits) | [removed: 104] [added: 111] |
| ITEMS 15 (a)(1) and 15 (a)(2) | | [Index to Financial Statements and Financial Statement Schedule](#Index) | [removed: 105] [added: 112] |
| ITEM 16 | | [10-K Summary](#Summary_10K) | [removed: 105] [added: 112] |
the impact of [removed: the Coronavirus Disease 2019 (“COVID-19”) pandemic or another] [added: a] public health emergency; and
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| ITEM 1C | | [Cybersecurity](#Cybersecurity) | 35 |
Item 1C. CYBERSECURITY
0 rewritten, 32 added, 0 removed, 0 unchanged
New section this year
As part of our overall risk management framework, we have processes in place to identify, assess, and manage material risks from cybersecurity threats.
Cybersecurity Program Overview
# Our cybersecurity program is designed to identify, assess, and manage cyber risks. The program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks. We continually evaluate the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats.
# We engage external experts, including cybersecurity assessors, consultants, and auditors to evaluate cybersecurity measures and risk management processes.
# Where we engage or rely on third parties, including suppliers, vendors, and service providers, our information security personnel have processes in place to identify and manage risks from cybersecurity threats associated with our use of such third parties.
Board Oversight of Cybersecurity Risks
Our Board of Directors receives periodic updates on cybersecurity matters from our Chief Executive Officer (based on consultation with our Chief Information Security Officer (“CISO”) and other senior members of our Information Security and/or Technology teams).
In addition, a member of senior management responsible for the Company’s Information Security team provides an annual briefing to our Board of Directors regarding the overall state of our cybersecurity program, information on the current cybersecurity threat landscape, risks from cybersecurity threats and any cybersecurity incidents that are reasonably likely to materially affect, or which have materially affected, the Company.
Management's Role in Cybersecurity Risk Management
The Company’s management, including the Company’s Chief Information Officer, Executive Vice President of Technology, and CISO, are responsible for assessing and managing material risks from cybersecurity threats.
Members of Company management possess relevant expertise in various disciplines that are key to effectively managing such risks.
Specifically:
*Dr. Thomas Frank*, Executive Vice President and Chief Information Officer: Dr. Frank has been with the Company since 1985 and was instrumental in the development of the Company’s early market making systems.
Dr. Frank became Chief Information Officer in 2006.
Dr. Frank is responsible for the Company’s technical infrastructure and operations and information security, among other duties.
Dr. Frank is a member of the Board of Directors of OCC.
Dr. Frank received an S.B. and a Ph.D. in Physics from the Massachusetts Institute of Technology.
*Somayajulu (Soma) Bulusu*, Executive Vice President of Technology: Mr. Bulusu joined the Company as EVP of Technology in February 2024.
Mr. Bulusu has over 25 years of experience in engineering, product, and service delivery.
Mr. Bulusu joined the Company from Chewy, Inc., where he led the Information Technology and Engineering teams.
His previous roles include leadership positions at Amazon, Nuance, and TouchCommerce.
*Dr. Boris Kogan*, Chief Information Security Officer: Dr. Kogan has served as the Company’s Chief Information Security Officer since 2016.
Dr. Kogan has over 20 years of cybersecurity management experience in the financial services sector.
Earlier in his career, after obtaining a Ph.D. in Computer Science from Princeton University, Dr. Kogan served on the faculty of George Mason University, where he conducted government-sponsored research in cybersecurity.
The Company’s management, including through its oversight of the Company’s policies and procedures regarding cybersecurity, is actively involved in the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company.
Management’s oversight is augmented through the Company’s Enterprise Risk Management Framework, which includes risk and control assessments related to the Company’s cybersecurity program.
Additionally, the Company’s Internal Audit Group periodically audits aspects of the Company’s cybersecurity program and provides reports to the Board’s Audit Committee, and an external audit firm conducts an annual SOC 2 attestation of the Company’s information security controls.
Assessment of Cybersecurity Risk
The potential impact of risks from cybersecurity threats to the Company is assessed on an ongoing basis.
During the reporting period and through the issuance of this Annual Report on Form 10-K, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.
For additional information about cybersecurity risks, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Item 2. PROPERTIES
7 rewritten, 0 added, 0 removed, 20 unchanged
The table below presents certain information with respect to our leased facilities as of December 31, [removed: 2022.][added: 2023.]
| | Other (9 locations) | [removed: 39,262] [added: 39,328] | | Office space and data center | | |
| | Zug, Switzerland | [removed: 39,240] [added: 36,635] | | Office space and data center | | |
| | Budapest, Hungary | [removed: 36,202] [added: 36,782] | | Office space | | |
| | London, United Kingdom | [removed: 12,969] [added: 17,457] | | Office space | | |
| | Other (2 locations) | [removed: 10,610] [added: 2,769] | | Office space | | |
| | Other (6 locations) | [removed: 18,974] [added: 20,444] | | Office space | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
12 rewritten, 3 added, 3 removed, 25 unchanged
As of February [removed: 16, 2023,] [added: 20, 2024,] there were [removed: 26] [added: 35] holders of record, which does not reflect those shares held beneficially or those shares held in “street” name.
The graph below compares cumulative total stockholder return on our common stock, the S&P 500 Index and the Nasdaq Financial\-100 Index from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]
The comparison assumes $100 was invested on December 31, [removed: 2017] [added: 2018] in our common stock and each of the foregoing indices and assumes reinvestment of dividends before consideration of income taxes.
[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231x10kg002.jpg)][added: ]
On July [removed: 27, 2020,] [added: 26, 2023,] the Company filed a Prospectus Supplement on Form 424B (File Number [removed: 333-240121)] [added: 333-273451)] with the SEC to re-register up to [removed: 990,000] [added: 630,000] shares of common stock, offering the opportunity for eligible persons to receive awards in the form of an offer to receive such shares by participating in one or more promotions that are designed to attract new customers to the Company’s brokerage platform, increase assets held with the Company’s brokerage business and enhance customer loyalty.
From 2019 through [removed: 2022,] [added: 2023,] the Company issued [removed: 320,000] [added: 420,000] shares [added: and an additional 50,000 shares in January 2024] to IBG LLC for distribution to eligible customers of certain of its subsidiaries.
On [removed: August 1, 2022,] [added: July 27, 2023,] the Company filed a Prospectus Supplement on Form 424B5 (File Number [removed: 333-240121)] [added: 333-273451)] with the SEC to issue [removed: 3,271,390] [added: 2,632,748] shares of common stock (with a fair value of [removed: $192] [added: $229] million) in exchange for an equivalent number of shares of member interests in IBG LLC.
As a consequence of these redemption transactions, and distribution of shares to employees, IBG, Inc.’s interest in IBG LLC has increased to approximately [removed: 24.5%,] [added: 25.4%,] with Holdings owning the remaining [removed: 75.5%] [added: 74.6%] as of December 31, [removed: 2022.][added: 2023.]
The redemptions also resulted in an increase in the Holdings interest held by Mr. Thomas Peterffy and his affiliates from approximately 84.6% at the IPO to approximately [removed: 90.5%] [added: 91.3%] as of December 31, [removed: 2022.][added: 2023.]
The table below presents information about shares of common stock available for future awards under all the Company’s equity compensation plans as of December 31, [removed: 2022.][added: 2023.]
| approved by security holders | N/A | | N/A | | [removed: 1,235,009] [added: 9,996,406] |
(1)Amount represents restricted stock units available for future issuance of grants under the Company’s amended 2007 Stock Incentive [removed: Plan.][added: Plan (the “Plan”).]
| Total | — | | — | | 9,996,406 |
On April 20, 2023, the Company’s stockholders approved an additional 10,000,000 shares to be distributed under the Plan.
This increased the total number of shares available to be distributed under the Plan to 40,000,000 shares, from 30,000,000 shares.
 34) | [removed: 60] [added: 66] |
| [Consolidated Statements of Financial Condition as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BalanceSheet)] [added: 2022](#BalanceSheet)] | [removed: 62] [added: 68] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#IS)] [added: 2021](#IS)] | [removed: 63] [added: 69] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#StatementOfCashFlows)] [added: 2021](#StatementOfCashFlows)] | [removed: 64] [added: 70] |
| [Consolidated Statements of Change in Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#SSE)] [added: 2021](#SSE)] | [removed: 65] [added: 71] |
| [Notes to Consolidated Financial Statements](#FinancialStatementNotes) | [removed: 66] [added: 72] |
We have audited the accompanying consolidated statements of financial condition of Interactive Brokers Group, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of comprehensive income, cash flows and changes in equity, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes [added: and the schedules listed in the Index at Item 15] (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 24, 2023,] [added: 26, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.
Income taxes — Refer to Notes 2 and 11 to the [removed: consolidated] financial statements
The Company’s income tax expense, deferred tax assets and liabilities [removed: (net of valuation allowance, if any), and reserves for unrecognized tax benefits] are based on enacted tax laws and reflects management's best assessment of estimated future taxes to be paid.
The Company is subject to income taxes in both the U.S. and [removed: various] [added: numerous] foreign jurisdictions.
Determining income tax expense [added: and deferred tax assets and liabilities] requires significant management judgments and estimates.
We identified management’s calculation of income tax [removed: expense,] [added: expense and] deferred tax assets and liabilities [removed: (net of valuation allowance, if any), and reserves for unrecognized tax benefits] as a critical audit matter because of the significant judgments and estimates management makes to determine these amounts.
Performing audit procedures to evaluate the reasonableness of management’s interpretation of tax law in [removed: various foreign jurisdictions,] [added: a multitude of jurisdictions across the Company’s global operations,] and its estimate of the associated [removed: provisions,] tax [removed: charges,] [added: expense] and [removed: uncertain] [added: deferred] tax [removed: positions] [added: assets and liabilities,] required a high degree of auditor judgment and increased effort, including the need to involve our income tax specialists.
Our audit procedures related to income [removed: taxes] [added: tax expense and deferred tax assets and liabilities] included, among others, the [removed: following:][added: following which were performed with the assistance of our income tax specialists:]
[removed: We tested] [added: \-Testing] the operating effectiveness of controls over income tax balances and [removed: disclosures, including the provision for income taxes,] deferred tax assets and [removed: liabilities (including valuation allowance) and unrecognized tax benefits.][added: liabilities.]
\-Evaluating the Company’s income tax [removed: provision] [added: expense] calculation, including testing the appropriateness of income tax rates applied and of income allocations among the taxing jurisdictions, and the mathematical accuracy of the calculation.
\-Evaluating the Company’s analyses supporting its conclusions as to the recognition and measurement of deferred tax assets and [removed: liabilities, including the calculation of the deferred tax asset related to the tax basis step-up received in connection with the Company’s public equity offering.][added: liabilities.]
| (in millions, except share [added: or per share] amounts) | | [added: 2023 | | |] 2022 | | | 2021 | |
| Cash and cash equivalents | | [removed: $] | [added: 3,753 | | |] 3,436 | | [removed: $] | 2,395 |
| Cash [removed: -] segregated for regulatory purposes | | | [added: 28,840 | | |] 25,167 | | | 22,888 |
| Securities - segregated for regulatory purposes | | | [removed: 31,781] [added: 35,386] | | | [removed: 15,121] [added: 31,781] |
| Securities borrowed | | | [removed: 4,749] [added: 5,835] | | | [removed: 3,912] [added: 4,749] |
| Securities purchased under agreements to resell | | | [removed: 6,029] [added: 5,504] | | | [removed: 4,380] [added: 6,029] |
| Financial instruments owned | | | [removed: 396] [added: 1,422] | | | [removed: 559] [added: 396] |
| Financial instruments owned and pledged as collateral | | | [removed: 89] [added: 66] | | | [removed: 114] [added: 89] |
| Total financial instruments owned, at fair value | | | [removed: 485] [added: 1,488] | | | [removed: 673] [added: 485] |
| Customers, less allowance for credit losses of $10 and [removed: $8] [added: $10] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: 38,760] [added: 44,472] | | | [removed: 54,935] [added: 38,760] |
| Brokers, [removed: dealers] [added: dealers,] and clearing organizations | | | [removed: 3,469] [added: 1,643] | | | [removed: 3,771] [added: 3,469] |
| Interest | | | [removed: 341] [added: 375] | | | [removed: 127] [added: 341] |
| Total receivables | | | [removed: 42,570] [added: 46,490] | | | [removed: 58,833] [added: 42,570] |
| Other assets | | | [removed: 926] [added: 1,127] | | | [removed: 911] [added: 926] |
| Total assets | | $ | [removed: 115,143] [added: 128,423] | | $ | [removed: 109,113] [added: 115,143] |
| Short-term borrowings | | $ | [removed: 18] [added: 17] | | $ | [removed: 27] [added: 18] |
| Securities loaned | | | [removed: 8,940] [added: 11,347] | | | [removed: 11,769] [added: 8,940] |
| Financial instruments sold, but not yet purchased, at fair value | | | [removed: 146] [added: 193] | | | [removed: 182] [added: 146] |
| Customers | | | [removed: 93,195] [added: 101,012] | | | [removed: 85,634] [added: 93,195] |
| Brokers, [removed: dealers] [added: dealers,] and clearing organizations | | | [removed: 291] [added: 590] | | | [removed: 557] [added: 291] |
| Affiliate | | | [removed: 214] [added: 210] | | | [removed: 222] [added: 214] |
The Company has deferred tax assets and liabilities that arose from temporary differences between tax and financial statement recognition of underlying assets and liabilities.
February 26, 2024
| Net income available for common stockholders | | $ | 600 | | $ | 380 | | $ | 308 |
| Distributions to noncontrolling interests | | | (556) | | | (404) | | | (374) |
| Cash, cash equivalents and restricted cash at end of period | | $ | 32,593 | | $ | 28,603 | | $ | 25,283 |
| Comprehensive income | | | | | | | | | | | | | | 600 | | | 30 | | | 630 | | | 2,304 | | | 2,934 |
| Balance, December 31, 2023 | | 107,178,928 | | $ | 1 | | $ | 1,726 | | $ | (3) | | $ | 1,852 | | $ | 8 | | $ | 3,584 | | $ | 10,483 | | $ | 14,067 |
The Company’s policy is to consolidate all other entities in which it owns more than 50% unless it does not have control and any potential variable interest entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE.
As of December 31, 2023, the Company was not the primary beneficiary of any VIEs.
| | | $ | 35,386 | | $ | 31,781 |
| | | 2023 | | | 2022 | |
| | | $ | 210 | | $ | 173 |
The Company has entered into agreements with third-party Cryptocurrency Service Providers (“CSPs”), which provide (i) cryptocurrency exchange platforms and services whereby investors can buy and sell certain cryptocurrencies and (ii) custody services for certain cryptocurrencies, enabling some of our customers to trade and custody Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC), Bitcoin Cash (BCH) and potentially other cryptocurrencies via CSPs.
As of December 31, 2023, no loss events were identified.
**
On December 15, 2022, the European Union (“EU”) formally adopted the EU’s Pillar Two Directive, effective January 1, 2024, which provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Cooperation and Development (“OECD”) Pillar Two Framework.
A significant number of other countries have either already or are expected to also implement similar legislation with varying effective dates.
The Company is continuing to evaluate the potential impact of the EU’s Pillar Two Directive and similar legislations adopted by other countries on its future results of operations, financial condition and cash flows.
| Segment Reporting (Topic 280) *Issued November 2023* | | Requires public entities with a single reportable segment to provide all new and existing segment disclosures required by FASB ASC Topic 280, “Segment Reporting”. Requires public entities to disclose significant segment expenses that are regularly reported to the chief operating decision maker (“CODM”) and included within each measure of segment profit or loss, as well as the title and position of the CODM and an explanation on how the CODM uses segment profit and loss in assessing segment performance. | | Effective date: January 1, 2024 and for interim periods effective January 1, 2025. The Company is currently assessing the impact to its consolidated financial statements. |
| | | | | |
| Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60) *Issued December 2023* | | Requires companies to subsequently measure crypto assets that meet certain criteria at fair value with changes recognized in net income. Requires companies to disclose the name, cost basis, fair value, and number of units for each significant crypto asset holding and the aggregate fair values and cost basis of the crypto asset holdings that are not individually significant. Requires companies to disclose a roll forward, in the aggregate, of activity for crypto asset holdings, including additions dispositions, gains, and losses. | | Effective date: January 1, 2025. The changes are not expected to have a material impact on the Company’s consolidated financial statements. |
| | | | | |
| --- | --- | --- | --- | --- |
| Standard | | Summary of guidance | | Summary of guidance |
| Income Taxes (Topic 740) *Issued December 2023* | | Requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Requires companies to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. Requires companies to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. | | Effective date: January 1, 2025. The Company is currently assessing the impact to its consolidated financial statements. |
| | | | | |
| Ownership % | | 25.4% | | 74.6% | | 100.0% |
| Membership interests | | 107,049,483 | | 313,976,354 | | 421,025,837 |
| Net income available for common stockholders | | $ | 600 | | $ | 380 | | $ | 308 |
| Net income available for common stockholders | | $ | 600 | | $ | 380 | | $ | 308 |
| Comprehensive income available for common stockholders | | $ | 630 | | $ | 354 | | $ | 286 |
| Basic | | | 104,965,050 | | | 100,460,016 | | | 94,167,572 |
| Diluted | | | 105,846,877 | | | 101,299,609 | | | 95,009,880 |
| Municipal securities | | | — | | | 70 | | | — | | | 70 |
| Crypto-asset safeguarding asset | | | — | | | 172 | | | — | | | 172 |
| Total other assets | | | 188 | | | 172 | | | — | | | 360 |
| Crypto-asset safeguarding liability | | | — | | | 172 | | | — | | | 172 |
| | | | | | | | | | | | | |
Financial assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value due to their short-term nature.
| | | December 31, 2023 | | | | | | | | | | | | | |
The Company has deferred tax assets resulting from the tax basis step-up received in connection with the Company’s public equity offerings.
With the assistance of our income tax specialists, we assessed the Company’s income tax expense by:
\-Evaluating the appropriateness of the Company having no significant unrecognized tax benefits.
\-Evaluating the Company’s disclosures related to the provision for income taxes, deferred tax assets and liabilities (including valuation allowance) and unrecognized tax benefits.
February 24, 2023
| Securities sold under agreement to repurchase | | | — | | | — | | | (1,909) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2019 | | 76,889,040 | | $ | 1 | | $ | 934 | | $ | (3) | | $ | 520 | | $ | — | | $ | 1,452 | | $ | 6,488 | | $ | 7,940 |
| Distributions from IBG LLC to noncontrolling interests | | | | | | | | | | | | | | | | | | | | — | | | (288) | | | (288) |
| Comprehensive income | | | | | | | | | | | | | | 195 | | | 26 | | | 221 | | | 1,082 | | | 1,303 |
The Company’s policy is to consolidate all other entities in which it owns more than 50% unless it does not have control.
| | | $ | 31,781 | | $ | 15,121 |
| | | $ | 173 | | $ | 192 |
In March 2022, the SEC published Staff Accounting Bulletin No. 121 (“SAB 121”), which provides interpretive accounting and disclosure guidance to entities that have obligations to safeguard crypto-assets held for their platform users, whether directly or through an agent or another third party acting on its behalf.
SAB 121 is effective for interim or annual periods ending after June 15, 2022, with retrospective application as of the beginning of the fiscal year.
The Company adopted SAB 121 as of June 30, 2022, with retrospective application as of January 1, 2022.
The Company operates a trading platform that allows its customers to access a digital asset exchange and custody services provided by a third-party Cryptocurrency Service Provider (“CSP”) to buy, sell and hold crypto-assets in an account in the customer’s name at the CSP.
The Company does not provide execution, custody or safeguarding services for the customers’ crypto-assets and does not maintain (or have access to) the cryptographic key information and wallets necessary to access the crypto-assets, nor does the Company have any legal title or claim to those crypto-assets.
The CSP is responsible for securing the customers’ crypto-assets and protecting them from loss or theft.
The agreement the customer signs with IB LLC before the customer is permitted to access the CSP’s services through IB LLC’s platform provides that:
\[Customer\] acknowledges and agrees that \[IB LLC\] is not responsible for any trading or other losses (including, without limitation, losses due to theft, fraud, cybersecurity breach, loss of control of private keys, or any other loss arising from trading or holding digital assets with \[the CSP\]) resulting directly or indirectly from or in connection with \[Customer’s\] relationship with \[the CSP\] and/or \[Customer’s\] trading or holding of digital assets, including activity or holdings in the \[CSP\] Account.
As of December 31, 2022, the CSP did not identify any loss events.
In December of 2020, the Company liquidated its Canadian subsidiary, Timber Hill Canada Company, and accordingly reclassified the accumulated OCI loss of $34 million to other income in the consolidated statements of comprehensive income.
| Accounting for the Obligations to Safeguard Crypto-assets (SAB 121) *Issued March 2022* | | Requires companies that have obligations to safeguard crypto-assets held for their platform users to recognize a liability to reflect such obligation and a corresponding asset in the balance sheet, both measured at the fair value of the crypto-assets. | | Effective date: Effective for interim or annual periods ending after June 15, 2022, with retrospective application as of the beginning of the fiscal year. The Company adopted SAB 121 as of June 30, 2022, which resulted in the recognition a crypto-asset safeguarding liability and the corresponding safeguarding asset on its consolidated statements of financial condition. |
| | Ownership % | 24.5% | | 75.5% | | 100.0% |
| | Membership interests | 102,927,703 | | 316,609,102 | | 419,536,805 |
| | | December 31, 2021 | | | | | | | | | | | | | | | |
| Securities borrowed | | | 3,912 | | | | — | | | | 3,912 | | | (3,642) | | | 270 |
| Total | | $ | 18,745 | | | $ | — | | | $ | 18,745 | | $ | (18,433) | | $ | 312 |
| Securities loaned | | $ | 11,769 | | | $ | — | | | $ | 11,769 | | $ | (10,992) | | $ | 777 |
| Total | | $ | 11,801 | | | $ | — | | | $ | 11,801 | | $ | (11,011) | | $ | 790 |
| Stocks | | $ | 11,715 | | $ | — | | $ | — | | $ | — | | $ | 11,715 |
| | | $ | 138,119 | | $ | 55,171 | | $ | 150,196 | | $ | 36,084 |
(1)As of December 31, 2022, $27.1 billion or 87% (as of December 31, 2021, $10.4 billion or 74%) of securities acquired through agreements to resell that are shown as repledged have been deposited in a separate bank account for the exclusive benefit of customers in accordance with SEC Rule 15c3-3.
| | | $ | 89 | | $ | 114 |
| December 31, 2020 | | 1,229,177 | | | 71 |
| December 31, 2022 | | 1,244,383 | | | 91 |
| | | 30,757,332 | | $ | 945 |
| Balance, December 31, 2019 | | 5,127,915 | | | |
| Granted | | 1,229,177 | | | |
An excerpt. Shown here: 40 of 384 rewritten, 40 of 122 added and 40 of 90 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 2 removed, 36 unchanged
Management, including our CEO and our CFO, assessed the effectiveness of IBG, Inc.’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on management’s assessment and those criteria, management concluded that IBG, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
No changes to our internal control over financial reporting for the year ended December 31, [removed: 2022] [added: 2023] have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited the internal control over financial reporting of Interactive Brokers Group, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 24, 2023,] [added: 26, 2024,] expressed an unqualified opinion on those financial statements.
February 26, 2024
Greenwich, CT
February 24, 2023
Item 9B. OTHER INFORMATION
0 rewritten, 1 added, 1 removed, 1 unchanged
During the quarter ended December 31, 2023, none of our directors or officers adopted, modified or terminated a contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement”, as defined in Item 408(c) of Regulation S-K.
Not applicable.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
0 rewritten, 2 added, 0 removed, 7 unchanged
Insider Trading Policy
We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them, that is designed to promote compliance with insider trading laws, rules and regulations.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
13 rewritten, 2 added, 1 removed, 36 unchanged
| 4.1 | [Description of the Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex4_1.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex4_1.htm)] |
| 10.5 | [Amended Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (filed as Exhibit [removed: 10.9] [added: 10.5] to Form 10-Q for the Quarterly Period Ended June 30, [removed: 2018] [added: 2023] filed by the Company on August [removed: 8, 2018)](http://www.sec.gov/Archives/edgar/data/1381197/000138119718000040/ibkr-20180630xex10_9.htm)+] [added: 7, 2023)](http://www.sec.gov/Archives/edgar/data/1381197/000156276223000317/ibkr-20230630xex10_5.htm)+] |
| 21.1 | [Subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex21_1.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex21_1.htm)] |
| 23.1 | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex23_1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex23_1.htm)] |
| 31.1 | [Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes\-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex31_1.htm)] |
| 31.2 | [Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes\-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex31_2.htm)] |
| 32.1 | [Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes\-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex32_1.htm)] |
| 32.2 | [Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes\-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119723000014/ibkr-20221231xex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex32_2.htm)] |
* Attached as Exhibit 101 to this Annual Report on Form 10\-K for the annual period ended December 31, [removed: 2022,] [added: 2023,] are the following materials formatted in iXBRL (Inline eXtensible Business Reporting Language) (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to the Consolidated Financial Statements tagged in detail levels 1\-4.
| [Condensed Statements of Financial Condition as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#PC_Balance_Sheet)] [added: 2022](#PC_Balance_Sheet)] | F - [removed: 2] [added: 1] |
| [Condensed Statements of Comprehensive Income for the Years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#PC_Income_Statement)] [added: 2021](#PC_Income_Statement)] | F - [removed: 3] [added: 2] |
| [Condensed Statements of Cash Flow for the Years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#PC_Cash_Flows)] [added: 2021](#PC_Cash_Flows)] | F - [removed: 4] [added: 3] |
| [Notes to Condensed Financial Statements](#PC_Notes) | F \- [removed: 5] [added: 4] |
| 19.1 | [Insider Trading Policies and Procedures.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex19_1.htm) |
| 97.1 | [Policy Relating to Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1381197/000138119724000083/ibkr-20231231xex97_1.htm) |
| [Report of Independent Registered Public Accounting Firm](#PC_AuditOpinion) (PCAOB ID No. 34) | F - 1 |
Item 16. 10-K SUMMARY
45 rewritten, 5 added, 18 removed, 94 unchanged
| (in millions, except share amounts) | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |
| Cash and cash equivalents | | $ | [removed: 1] [added: 6] | | $ | [removed: —] [added: 1] |
| Investments in subsidiaries, equity basis | | | [removed: 2,845] [added: 3,571] | | | [removed: 2,400] [added: 2,845] |
| Other assets | | | [removed: 231] [added: 230] | | | [removed: 236] [added: 231] |
| Total assets | | $ | [removed: 3,077] [added: 3,807] | | $ | [removed: 2,636] [added: 3,077] |
| Payable to affiliates | | $ | [removed: 214] [added: 209] | | $ | [removed: 222] [added: 214] |
| Accrued expenses and other liabilities | | | [removed: 15] [added: 14] | | | [removed: 19] [added: 15] |
| Class A – Authorized - 1,000,000,000, Issued - [removed: 103,057,148] [added: 107,178,928] and [removed: 98,359,572] [added: 103,057,148] shares, Outstanding – [removed: 102,887,728] [added: 107,045,994] and [removed: 98,204,658] [added: 102,887,728] shares as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | 1 | | | 1 |
| Class B – Authorized, Issued and Outstanding – 100 shares as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | — | | | — |
| Additional paid-in capital | | | [removed: 1,581] [added: 1,726] | | | [removed: 1,442] [added: 1,581] |
| Retained earnings | | | [removed: 1,294] [added: 1,852] | | | [removed: 953] [added: 1,294] |
| Accumulated other comprehensive income, net of income taxes of $0 and $0 as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: (22)] [added: 8] | | | [removed: 4] [added: (22)] |
| Treasury stock, at cost, [removed: 169,420] [added: 133,034] and [removed: 154,914] [added: 169,420] shares as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: (6)] [added: (3)] | | | [removed: (5)] [added: (6)] |
| Total equity | | | [removed: 2,848] [added: 3,584] | | | [removed: 2,395] [added: 2,848] |
| Total liabilities and equity | | $ | [removed: 3,077] [added: 3,807] | | $ | [removed: 2,636] [added: 3,077] |
| (in millions) | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | |
| Income (loss) before income from subsidiaries | | $ | [removed: 4] [added: 5] | | $ | [removed: —] [added: 4] | | $ | [removed: (3)] [added: —] |
| Undistributed gains of subsidiaries, net | | | [removed: 463] [added: 737] | | | [removed: 383] [added: 463] | | | [removed: 237] [added: 383] |
| Income tax expense | | | [removed: 87] [added: 142] | | | [removed: 75] [added: 87] | | | [removed: 39] [added: 75] |
| Net income | | $ | [removed: 380] [added: 600] | | $ | [removed: 308] [added: 380] | | $ | [removed: 195] [added: 308] |
| Net income available for common stockholders | | $ | [removed: 380] [added: 600] | | $ | [removed: 308] [added: 380] | | $ | [removed: 195] [added: 308] |
| Cumulative translation adjustment, net of tax | | | [removed: (26)] [added: 30] | | | [removed: (22)] [added: (26)] | | | [removed: 26] [added: (22)] |
| Comprehensive income available for common stockholders | | $ | [removed: 354] [added: 630] | | $ | [removed: 286] [added: 354] | | $ | [removed: 221] [added: 286] |
| Undistributed gains of subsidiaries, net | | | [removed: (463)] [added: (737)] | | | [removed: (383)] [added: (463)] | | | [removed: (237)] [added: (383)] |
| Deferred income taxes | | | [removed: 28] [added: 34] | | | [removed: 18] [added: 28] | | | [removed: 15] [added: 18] |
| (Gain) loss on remeasurement of Tax Receivable Agreement liability | | | [removed: (6)] [added: (7)] | | | [removed: (1)] [added: (6)] | | | [removed: 3] [added: (1)] |
| Changes in operating assets and liabilities | | | [removed: 20] [added: (33)] | | | [removed: 21] [added: 20] | | | [removed: (17)] [added: 21] |
| Net cash used in operating activities | | | [removed: (41)] [added: (143)] | | | [removed: (37)] [added: (41)] | | | [removed: (41)] [added: (37)] |
| Cash flows provided by investing activities | | | [removed: 127] [added: 185] | | | [removed: 111] [added: 127] | | | [removed: 67] [added: 111] |
| Cash flows used in financing activities | | | [removed: (59)] [added: (67)] | | | [removed: (56)] [added: (59)] | | | [removed: (49)] [added: (56)] |
| Effect of exchange rate changes on cash and cash equivalents | | | [removed: (26)] [added: 30] | | | [removed: (22)] [added: (26)] | | | [removed: 26] [added: (22)] |
| Net increase in cash and cash equivalents | | | [removed: 1] [added: 5] | | | [removed: (4)] [added: 1] | | | [removed: 3] [added: (4)] |
| Cash and cash equivalents at beginning of period | | | [removed: —] [added: 1] | | | [removed: 4] [added: —] | | | [removed: 1] [added: 4] |
| Cash and cash equivalents at end of period | | $ | [removed: 1] [added: 6] | | $ | [removed: —] [added: 1] | | $ | [removed: 4] [added: —] |
| Cash paid for interest | | $ | [removed: 1] [added: 2] | | $ | 1 | | $ | [removed: —] [added: 1] |
| Cash paid for taxes, net | | $ | [removed: 67] [added: 111] | | $ | [removed: 57] [added: 67] | | $ | [removed: 16] [added: 57] |
| Non-cash distributions from subsidiaries | | $ | [removed: 1] [added: —] | | $ | 1 | | $ | 1 |
As of December 31, [added: 2023 and] 2022, receivables from affiliates [removed: was immaterial and as of December 31, 2021, there] were [removed: no receivables from affiliates.][added: immaterial.]
Dividends received from IBG LLC for the three years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] were [removed: $128] [added: $185] million, [removed: $112] [added: $128] million and [removed: $68] [added: $112] million, respectively.
As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, payable to affiliates of [removed: $214] [added: $210] million and [removed: $222] [added: $214] million consisted primarily of amounts payable to Holdings under the Tax Receivable Agreement.
| | | | 223 | | | 229 |
| (in millions) | | 2023 | | | 2022 | | | 2021 | |
| Net income | | $ | 600 | | $ | 380 | | $ | 308 |
| /s/ Earl H. Nemser Earl H. Nemser | | Vice Chairman of the Board of Directors | | February 26, 2024 |
| /s/ NICOLE YUEN Nicole Yuen | | Director | | February 26, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Interactive Brokers Group, Inc.
Greenwich, CT
Opinion on the Financial Statement Schedules
We have audited the consolidated financial statements of Interactive Brokers Group, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, and the Company’s internal control over financial reporting as of December 31, 2022, and have issued our reports thereon dated February 24, 2023; such consolidated financial statements and reports are included elsewhere in this Form 10-K.
Our audits also included the financial statement schedules of the Company listed in the Index at Item 15.
These condensed financial statement schedules are the responsibility of the Company’s management.
Our responsibility is to express an opinion on the Company’s financial statement schedules based on our audits.
In our opinion, such condensed financial statement schedules, when considered in relation to the consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
New York, New York
February 24, 2023
We have served as the Company’s auditor since 1990
| | | | 229 | | | 241 |
F - 5
| /s/ GARY KATZ Gary Katz | | Director | | February 24, 2023 |
| /s/ Philip Uhde Philip Uhde | | Director | | February 24, 2023 |
An excerpt. Shown here: 40 of 45 rewritten, all 5 added and all 18 removed. The counts are complete. For every sentence, read Item 16. 10-K SUMMARY in the FY2023 filing and the FY2022 filing.