The following discussion should be read in conjunction with the audited consolidated financial statements and the related notes in Part II, Item 8, of this Annual Report on Form 10-K. In addition to historical information, the following discussion also contains forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K.

Business Overview

We are an automated global electronic broker. We custody and service accounts for hedge and mutual funds, ETFs, registered investment advisers, proprietary trading groups, introducing brokers and individual investors. We specialize in routing orders and executing and processing trades in stocks, options, futures, forex, bonds, mutual funds, ETFs, metals and cryptocurrencies on more than 150 electronic exchanges and market centers in 33 countries and 25 currencies seamlessly around the world.

As an electronic broker, we execute, clear and settle trades globally for both institutional and individual customers. Capitalizing on our proprietary technology, our systems provide our customers with the capability to monitor multiple markets around the world simultaneously and to execute trades electronically in these markets at a low cost, in multiple products and currencies from a single trading account. The ever-growing complexity of multiple market centers across diverse geographies provides us with ongoing opportunities to build and continuously adapt our order routing software to secure excellent execution prices.

Since our inception in 1977, we have focused on developing proprietary software to automate broker-dealer functions. The proliferation of electronic exchanges and market centers 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.

Our customer base is diverse with respect to geography and segments. Currently, approximately 77% of our customers reside outside the U.S. in over 200 countries and territories, and over 50% of new customers come from outside the U.S. Approximately 62% of our customers' equity is in institutional accounts such as hedge funds, financial advisors, proprietary trading desks and introducing brokers. Specialized products and services that we have developed successfully attract these accounts. For example, we offer prime brokerage services, including financing and securities lending, to hedge funds; our model portfolio technology and automated share allocation and rebalancing tools are particularly attractive to financial advisors; and our trading platform, global access and low pricing attract introducing brokers.

Business Environment

In 2021, world equities markets ended the year mixed. While the U.S., the United Kingdom, Europe and Australia saw double-digit gains in their major equity market indexes, Asian markets either experienced small gains or fell. Despite this varied backdrop, there continues to be worldwide interest in the financial markets. Growing numbers of individuals, especially those newly attracted to investing, turned to the markets with increased awareness, due to the interconnectedness of investors to each other and to the markets, as they sought to earn higher yields on their assets in zero and negative-interest rate environments.

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

Global trading volumes. According to industry data, average daily volume in U.S. exchange-listed equity-based options increased by 34%, U.S. futures by 3%, and in U.S. listed cash equities volume by 5%. These increases followed a very active 2020.

Volumes were impacted positively by large numbers of investors, particularly individuals, participating in securities markets throughout the year. Market volatility decreased moderately over the course of 2021, while average volatility for the year was down substantially from a highly volatile, pandemic-impacted 2020. Despite lower volatility, higher equities, futures and options volumes demonstrated the continuing impact of more participants in the financial markets and their increasing comfort with taking part in the investment arena.

Note that while U.S. options, futures and cash equities volumes are readily comparable measures, they reflect most but not all of the global volumes that generate our commission revenue. See "Trading Volumes and Customer Statistics" below in this Item 7 for additional details regarding our trade volumes, contract and share volumes, and customer statistics.

Volatility. U.S. market volatility, as measured by the average Chicago Board Options Exchange Volatility Index ("VIX®"), fell markedly from 29 in 2020 to 20 in 2021. While last year's unusual COVID-19 pandemic-induced spike in market volatility to over 30 has moderated, it remains elevated compared to pre-pandemic levels.



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In general, higher volatility improves our performance because it correlates with customer trading activity across product types. Various market cross-currents led to mixed results across our major product types: customer options and stock volumes were up 46% and 131%, respectively, while futures and foreign exchange volumes declined 7% and 30%, respectively, compared to 2020. Trading was active as investors continued to capitalize on the opportunities to participate in the markets, seeking higher yields on their investments in the zero or negative interest rate environments that existed globally in 2021. These trends led to an influx of new accounts and increases in trading volume, particularly in equities.

Interest Rates. The U.S. Federal Reserve's target federal funds rate range in the current quarter remained at zero to 0.25%, similar to rates in many other currencies, with the exception of those where rates are negative. U.S. rates also continued to exhibit a relatively flat yield curve. Both of these factors present us with fewer investment opportunities for interest-sensitive assets, and can lead to a narrower net interest margin.

Low benchmark rates also reduce the interest we earn on our segregated cash, the majority of which is invested in U.S. government securities and related instruments. Further, our margin balances are tied to benchmark rates, with a minimum charge of 0.75% in U.S. dollars, so low interest rates limit the interest we receive on margin lending to our customers. We continue to offer among the lowest rates in the industry on margin lending, and we believe our low rates are an important factor that attracts customers to our platform.

As an offset, lower rates also reduce our interest expense. For example, in U.S. dollars we pay interest to customers only when the federal funds effective rate is above 0.50%, and in currencies with negative rates we collect interest on a portion of customer cash balances. As an indirect positive effect, we believe low and negative benchmark world interest rates have been a factor leading to the active trading we have experienced, as investors enter securities markets to achieve higher yields on their investments.

Net interest income increased compared to 2020 while the average federal funds effective rate decreased to 0.08% in 2021 from 0.38% in 2020. The interest we pay on customer cash balances and earn on customer margin loans and investment of customer segregated funds results in spreads that are compressed at low benchmark rates. Rising balances and a minimum margin loan interest rate have partially compensated for this reduction in net interest income. Despite flat benchmark rates in 2021, a 58% increase in our average margin loan balances contributed to a 41% rise in margin loan interest over 2020. Further, a strong inflow of new accounts drove average customer credit balances up 17% for the year.

Fueled by higher average balances and strong securities lending results, our net interest income grew 32% over 2020, and our overall net interest margin increased from 1.07% to 1.17%.

Currency fluctuations. As a global electronic broker trading on exchanges around the world in multiple currencies, we are exposed to foreign currency risk. We actively manage this exposure by keeping our net worth in proportion to a defined basket of 10 currencies we call the "GLOBAL" to diversify our risk and to align our hedging strategy with the currencies that we use in our business. Because we report our financial results in U.S. dollars, the change in the value of the GLOBAL versus the U.S. dollar affects our earnings. During 2021 the value of the GLOBAL, as measured in U.S. dollars, decreased 1.31% compared to its value at December 31, 2020, which had a negative impact on our comprehensive earnings for the year. A discussion of our approach for managing foreign currency exposure is contained in Part I, Item 7A of this Quarterly Report on Form 10-Q entitled "Quantitative and Qualitative Disclosures about Market Risk.

Financial Overview

We report non-GAAP financial measures, which exclude certain items that may not be indicative of our core operating results and business outlook and may be useful in evaluating the operating performance of our business and provide a better comparison of our results in the current period to those in prior and future periods. See the "Non-GAAP Financial Measures" section below in this Item 7 for additional details.

Diluted earnings per share were $3.24 for the year ended December 31, 2021 ("current year"), compared to $2.42 for the year ended December 31, 2020 ("prior year"). Adjusted diluted earnings per share were $3.37 for the current year, compared to $2.49 for the prior year. The calculation of diluted earnings per share is detailed in Note 4 - "Equity and Earnings Per Share" to the audited consolidated financial statements, in Part II, Item 8 of this Annual Report on Form 10-K.

For the current year, our net revenues were $2,714 million and income before income taxes was $1,787 million, compared to net revenues of $2,218 million and income before income taxes of $1,256 million in the prior year. Adjusted net revenues were $2,780 million and adjusted income before income taxes was $1,853 million, compared to adjusted net revenues of $2,204 million and adjusted income before income taxes of $1,346 million in the prior year.



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The financial highlights for the current year were:

?Commission revenue increased $238 million, or 21%, from the prior year on higher customer options and stock trading volumes. ?Net interest income increased $276 million, or 32%, on strong securities lending activity and higher margin loan balances. ?Other income decreased $61 million from the prior year. This decrease was mainly comprised of (1) $75 million related to our strategic investment in Up Fintech Holding Limited ("Tiger Brokers") and (2) $18 million related to our currency diversification strategy; partially offset by (3) the non-recurrence of a $13 million impairment loss on our investment in OneChicago Exchange in the prior year.

?Pretax profit margin was 66%, up from 57% in the prior year. Adjusted pretax profit margin was 67%, up from 61% in the prior year.

In connection with our currency diversification strategy as of December 31, 2021, approximately 26% of our equity was denominated in currencies other than the U.S. dollar. In the current year, our currency diversification strategy decreased our comprehensive earnings by $134 million (compared to an increase of $105 million in the prior year), as the U.S. dollar value of the GLOBAL decreased by approximately 1.31%, compared to its value as of December 31, 2020. The effects of our currency diversification strategy are reported as (1) a component of other income (loss of $37 million) in the consolidated statements of comprehensive income and (2) other comprehensive income ("OCI") (loss of $97 million) in the consolidated statements of financial condition and the consolidated statements of comprehensive income. The full effect of the GLOBAL is captured in comprehensive income.

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.




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Certain Trends and Uncertainties

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

?The COVID-19 pandemic has precipitated unprecedented market conditions with equally unprecedented social and community challenges. The impact of the COVID-19 pandemic 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. ?Retail participation in the equity markets has fluctuated in the past due to investor sentiment, market conditions and a variety of other factors. Retail transaction volumes may not be sustainable and are not predictable. ?Consolidation among market centers may adversely affect the value of our IB SmartRoutingSM software.

?Price competition among broker-dealers may continue to intensify. ?Benchmark interest rates have fluctuated over the past years due to economic conditions. Changes in interest rates may not be predictable. ?Fiscal and/or monetary policy may change and impact the financial services business and securities markets. ?New legislation or modifications to existing regulations and rules could occur in the future. Scrutiny of payment for order flow and order routing practices by regulatory and legislative authorities has increased.

?We continue to be exposed to the risks and uncertainties of doing business in international markets, particularly in the heavily regulated brokerage industry. Such risks and uncertainties include political, economic and financial instability, and foreign policy changes. For example, tensions between the U.S. and China have escalated recently, 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. ?Our remaining market making activities will continue to be impacted by market structure changes, market conditions, the level of automation of competitors, and the relationship between actual and implied volatility in the equities markets.

See "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K for a discussion of other risks that may affect our financial condition and results of operations.




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Trading Volumes and Customer Statistics

The tables below present historical trading volumes and customer statistics for our business. Trading volumes are the primary driver in our business. Information on our net interest income can be found elsewhere in this report.



TRADE VOLUMES:

(in thousands, except %)

         Cleared          Non-Cleared                                               Avg. Trades
        Customer       %     Customer       %  Principal       %     Total       %     per U.S.
Period    Trades  Change       Trades  Change     Trades  Change    Trades  Change  Trading Day
2017    265,501               14,835             31,282           311,618                1,246
2018    328,099      24%      21,880      47%    18,663    (40%)  368,642      18%       1,478
2019    302,289     (8%)      26,346      20%    17,136     (8%)  345,771     (6%)       1,380
2020    620,405     105%      56,834     116%    27,039      58%  704,278     104%       2,795
2021    871,319      40%      78,276      38%    32,621      21%  982,216      39%       3,905


CONTRACT AND SHARE VOLUMES:

(in thousands, except %)

TOTAL

            Options       %  Futures (1)       %        Stocks       %
Period  (contracts)  Change  (contracts)  Change      (shares)  Change
2017       395,885              124,123           220,247,921
2018       408,406       3%     151,762      22%  210,257,186     (5%)
2019       390,739     (4%)     128,770    (15%)  176,752,967    (16%)
2020       624,035      60%     167,078      30%  338,513,068      92%
2021       887,849      42%     154,866     (7%)  771,273,709     128%


ALL CUSTOMERS

            Options       %  Futures (1)       %        Stocks       %
Period  (contracts)  Change  (contracts)  Change      (shares)  Change
2017       293,860              118,427           213,108,299
2018       358,852      22%     148,485      25%  198,909,375     (7%)
2019       349,287     (3%)     126,363    (15%)  167,826,490    (16%)
2020       584,195      67%     164,555      30%  331,263,604      97%
2021       852,169      46%     152,787     (7%)  766,211,726     131%


CLEARED CUSTOMERS

            Options       %  Futures (1)       %        Stocks       %
Period  (contracts)  Change  (contracts)  Change      (shares)  Change
2017       253,304              116,858           209,435,662
2018       313,795      24%     146,806      26%  194,012,882     (7%)
2019       302,068     (4%)     125,225    (15%)  163,030,500    (16%)
2020       518,965      72%     163,101      30%  320,376,365      97%
2021       773,284      49%     151,715     (7%)  752,720,070     135%


___________________________

(1)Futures contract volume includes options on futures.




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PRINCIPAL TRANSACTIONS

            Options       %  Futures (1)       %       Stocks       %
Period  (contracts)  Change  (contracts)  Change     (shares)  Change
2017       102,025                5,696            7,139,622
2018        49,554    (51%)       3,277    (42%)  11,347,811      59%
2019        41,452    (16%)       2,407    (27%)   8,926,477    (21%)
2020        39,840     (4%)       2,523       5%   7,249,464    (19%)
2021        35,680    (10%)       2,079    (18%)   5,061,983    (30%)


___________________________

(1)Futures contract volume includes options on futures.

CUSTOMER STATISTICS:



                                                   2021      2020    % Change
Total Accounts (in thousands)                      1,676     1,073        56%
Customer Equity (in billions) (1)                $ 373.8   $ 288.6        30%

Cleared DARTs (in thousands) (2)                   2,300     1,591        45%
Total Customer DARTs (in thousands) (2)            2,570     1,787        44%

Cleared Customers Commission per Cleared Commissionable Order (3) $ 2.37 $ 2.78 (15%) Cleared Avg. DARTs per Account (Annualized) 339 459 (26%)




___________________________

(1)Excludes non-customers.

(2)Daily average revenue trades ("DARTs") are based on customer orders.

(3)Commissionable order - a customer order that generates commissions.



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Results of Operations

The table below presents our consolidated results of operations for the periods indicated. The period-to-period comparisons below of financial results are not necessarily indicative of future results.



                                                         Year-Ended December 31,
                                                   2021              2020            2019

                                            (in millions, except share and per share amounts)
Revenues
Commissions                                 $           1,350    $      1,112    $        706
Other fees and services                                   218             175             141
Other income (loss)                                        (2)             59               7
Total non-interest income                               1,566           1,346             854

Interest income                                         1,372           1,133           1,726
Interest expense                                         (224)           (261)           (643)
Total net interest income                               1,148             872           1,083
Total net revenues                                      2,714           2,218           1,937

Non-interest expenses
Execution, clearing and distribution fees                 236             293             251
Employee compensation and benefits                        399             325             288
Occupancy, depreciation and amortization                   80              69              60
Communications                                             33              26              25
General and administrative                                176             236             112
Customer bad debt                                           3              13              44
Total non-interest expenses                               927             962             780
Income before income taxes                              1,787           1,256           1,157
Income tax expense                                        151              77              68
Net income                                              1,636           1,179           1,089
Less net income attributable to
noncontrolling interests                                1,328             984             928
Net income available for common
stockholders                                $             308    $        195    $        161

Earnings per share
Basic                                       $             3.27   $        2.44   $        2.11
Diluted                                     $             3.24   $        2.42   $        2.10

Weighted average common shares
outstanding
Basic                                              94,167,572      79,939,289      76,121,570
Diluted                                            95,009,880      80,638,908      76,825,863

Comprehensive income
Net income available for common
stockholders                                $             308    $         195   $         161
Other comprehensive income
Cumulative translation adjustment, before
income taxes                                              (22)              26               4
Income taxes related to items of other
comprehensive income                                         -               -               -
Other comprehensive income (loss), net of
tax                                                       (22)              26               4
Comprehensive income available for common
stockholders                                $             286    $         221   $         165

Comprehensive income attributable to
noncontrolling interests
Net income attributable to noncontrolling
interests                                   $           1,328    $        984    $         928
Other comprehensive income - cumulative
translation adjustment                                    (75)              98              20
Comprehensive income attributable to
noncontrolling interests                    $           1,253    $       1,082   $         948


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The table below presents our consolidated results of operations as a percent of our total net revenues for the periods indicated.



                                                       Year Ended December 31,
                                                    2021         2020         2019

Revenues
Commissions                                             50%          50%          36%
Other fees and services                                  8%           8%           7%
Other income (loss)                                      0%           3%           0%
Total non-interest income                               58%          61%          44%

Interest income                                         51%          51%          89%
Interest expense                                       (8%)        (12%)        (33%)
Total net interest income                               42%          39%          56%
Total net revenues                                     100%         100%         100%

Non-interest expenses
Execution, clearing and distribution fees                9%          13%          13%
Employee compensation and benefits                      15%          15%          15%
Occupancy, depreciation and amortization                 3%           3%           3%
Communications                                           1%           1%           1%
General and administrative                               6%          11%           6%
Customer bad debt                                        0%           1%           2%
Total non-interest expenses                             34%          43%          40%
Income before income taxes                              66%          57%          60%
Income tax expense                                       6%           3%           4%
Net income                                              60%          53%          56%
Less net income attributable to noncontrolling
interests                                               49%          44%          48%
Net income available for common stockholders            11%           9%           8%


Year Ended December 31, 2021 ("current year") compared to the Year Ended December 31, 2020 ("prior year")

Net Revenues

Total net revenues, for the current year, increased $496 million, or 22%, compared to the prior year, to $2,714million. The increase in net revenues was primarily due to higher net interest income, commissions, and other fees and services, partially offset by lower other income.

Commissions

We earn commissions from our cleared customers for whom we act as an executing and clearing broker and from our non-cleared customers for whom we act as an execution-only broker. Our commission structure allows customers to choose between (1) an all-inclusive fixed, or "bundled", rate; (2) a tiered, or "unbundled", rate that offers lower commissions for high volume customers where we pass through regulatory and exchange fees; and (3) our IBKR LiteSM offering, which provides commission-free trades on U.S. exchange-listed stocks and ETFs and generates no commission revenues for us but, instead, generates payments from market makers and others to whom we route these orders, which are included in commissions. Our commissions are geographically diversified. In 2021, 2020 and 2019 we generated 39%, 29% and 33%, respectively, of commissions from operations conducted internationally.

Commissions, for the current year, increased $238 million, or 21%, compared to the prior year, to $1,350 million, driven by higher customer trading volumes in stocks and options. Total customer stock share and options contract volumes increased 131% and 46%, respectively, while futures contract volumes decreased 7% compared to the prior year. Removing the effect of trading in low-priced stocks, the stock share volume rose 41%. Total DARTs for cleared and execution-only customers, for the current year, increased 44% to 2.57 million compared to 1.79 million for the prior year. DARTs for cleared customers, i.e., customers for whom we execute trades, as well as, clear and carry positions, for the current year, increased 45% to 2.30 million, compared to 1.59 million for the prior year. Average commission per commissionable order for cleared customers, for the current year, decreased 15% to $2.37, compared to $2.78 for the prior year, reflecting smaller average order sizes in options and foreign exchange as well as higher exchange rebates passed through to our customers.



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Other Fees and Services

The Company earns fee income on services provided to customers, which includes market data fees, risk exposure fees, minimum activity fees, payments for order flow from exchange-mandated programs, and other fees and services charged to customers.

Other fees and services, for the current year, increased $43 million, or 25%, compared to the prior year, to $218 million, driven by a $26 million increase in risk exposure fee income to $38 million; a $17 million increase in market data fee income to $78 million; a $13 million increase in payments for order flow income from options exchange-mandated programs to $40 million; and a $9 million increase in other customer related fees to $23 million; partially offset by a $10 million decrease in account activity fee income to $18 million, as we eliminated account activity fees for most account types effective July 1, 2021; an $8 million decrease in IPO-related fee income to $15 million; and a $4 million decrease in FDIC Insured Bank Deposit Sweep Program fee income to $6 million.

Other Income (Loss)

Other income consists of foreign exchange gains (losses) from our currency diversification strategy, gains (losses) from principal transactions, gains (losses) from our equity method investments, and other revenue not directly attributable to our core business offerings. A discussion of our approach to managing foreign currency exposure is contained in Part II, Item 7A of this Annual Report on Form 10-K entitled "Quantitative and Qualitative Disclosures about Market Risk."

Other income, for the current year, decreased $61 million to a loss of $2 million, compared to a gain of $59 million in the prior year. This decrease was mainly comprised of $75 million related to our strategic investment in Tiger Brokers, which swung to a $31 million mark-to-market loss in the current year from a $44 million mark-to-market gain in the prior year; and $18 million related to our currency diversification strategy, which lost $37 million in the current year compared to a loss of $19 million in the prior year; partially offset by the non-recurrence of a $13 million impairment loss on our investment in OneChicago Exchange in the prior year.

Interest Income and Interest Expense

We earn interest on margin lending to customers secured by marketable securities these customers hold with us; from our investments in U.S. and foreign government securities; from borrowing and lending securities; on deposits (in positive interest rate currencies) with banks; and on certain customers' cash balances in negative rate currencies. We pay interest on customer cash balances (in sufficiently positive interest rate currencies); for borrowing and lending securities; on deposits (in negative interest rate currencies) with banks; and on our borrowings.

Net interest income (interest income less interest expense), for the current year, increased $276 million, or 32%, compared to the prior year, to $1,148 million. The increase in net interest income was driven by strong securities lending activity and higher average margin loan balances, tempered by a decrease in the average federal funds effective rate.

Net interest income on customer balances, for the current year, increased $59 million, compared to the prior year, driven by a $16.7 billion increase in average customer margin loans; an $11.8 billion increase in average customer credit balances; and an increase in customer cash balances in negative rate currencies; partially offset by a decrease in the average federal funds effective rate to 0.08% from 0.38% in the prior year. Outside the U.S., notably in Europe, despite the proportionately higher growth in foreign currency cash balances, negative benchmark interest rates in some currencies have affected our ability to achieve positive yields on our segregated cash in this region. See the "Business Environment" section above in this Item 7 for a further discussion about the change in interest rates in the current year.

We earn income on securities loaned and borrowed to support customer long and short stock holdings in margin accounts. In addition, our Stock Yield Enhancement Program provides an opportunity for customers with fully-paid stock to allow us to lend it out. We pay customers a rebate on the cash collateral generally equal to 50% of the income we earn from lending the shares. We place cash and/or U.S. Treasury securities, as collateral securing the loans in the customer's account, in segregated accounts, or at an affiliate acting as collateral agent for the benefit of our customer.

In the current year, average securities borrowed balances decreased 13%, to $3.7 billion and average securities loaned balances increased 91%, to $10.9 billion, compared to the prior year. Net interest earned from securities lending is affected by the level of demand for securities positions held by our customers that investors were looking to sell short. During the current year, net interest earned from securities lending transactions increased $225 million, or 66%, compared to the prior year, as we were able to satisfy investor demand for more of the hard-to-borrow securities needed to cover short positions. It should be noted that securities lending transactions entered into to support customer activity may produce interest income (expense) that is offset by interest expense (income) related to customer balances.

The Company measures return on interest-earning assets using net interest margin ("NIM"). NIM is computed by dividing the annualized net interest income by the average interest-earning assets for the period. Interest-earning assets consist of cash and securities segregated for regulatory purposes (including U.S. government securities and securities purchased under agreements to



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resell), customer margin loans, securities borrowed, other interest-earning assets (solely firm assets) and customer cash balances swept into FDIC-insured banks as part of our Insured Bank Deposit Sweep Program. Interest-bearing liabilities consist of customer credit balances, securities loaned, and other interest-bearing liabilities.

Yields are generally a reflection of benchmark interest rates in each currency in which the Company and its customers hold cash balances. Because a substantial portion of customer cash and margin loans are denominated in currencies other than the U.S. dollar, changes in U.S. benchmark interest rates do not impact the total amount of segregated cash and securities, customer margin loans and customer credit balances. Furthermore, because interest, when benchmark rates are at sufficiently high levels, is paid only on eligible cash credit balances (i.e., balances over $10 thousand or equivalent, in securities accounts with over $100 thousand in equity, and in smaller accounts at reduced rates), changes in benchmark interest rates are not passed through to the total amount of customer credit balances. Finally, the Company's policies with respect to currencies with negative interest rates impact the overall yields on segregated cash and customer credit balances as effective interest rates in those currencies fluctuate.

Generally, as benchmark interest rates rise, a larger portion of the interest earned on securities lending transactions is reported as net interest income on "Segregated cash and securities, net" instead of "Securities borrowed and loaned, net" because interest earned on cash collateral held in specially designated bank accounts for the benefit of customers, in accordance with the U.S. customer protection rules, increases.



The table below presents net interest income information corresponding to
interest-earning assets and interest-bearing liabilities for the periods
indicated.

                                         Year-Ended December 31,
                                         2021       2020      2019

                                              (in millions)

Average interest-earning assets Segregated cash and securities $ 40,328 $ 41,898 $ 27,812 Customer margin loans

                     45,681    28,960    26,483
Securities borrowed                        3,677     4,235     3,930
Other interest-earning assets              7,029     5,593     5,407
FDIC sweeps 1                              2,663     2,882     2,046
                                      $   99,376  $ 83,568  $ 65,678

Average interest-bearing liabilities
Customer credit balances              $   79,297  $ 67,540  $ 52,625
Securities loaned                         10,871     5,702     4,088
Other interest-bearing liabilities           109       215       196
                                      $   90,277  $ 73,457  $ 56,909

Net Interest income Segregated cash and securities, net $ (9) $ 166 $ 560 Customer margin loans 2

                      535       380       694

Securities borrowed and loaned, net 568 343 257 Customer credit balances, net 2

               33      (46)     (515)
Other net interest income 1,3                 36        55       121
Net interest income 3                 $    1,163  $    898  $  1,117

Net interest margin ("NIM")                1.17%     1.07%     1.70%

Annualized Yields
Segregated cash and securities            -0.02%     0.40%     2.01%
Customer margin loans                      1.17%     1.31%     2.62%
Customer credit balances                  -0.04%     0.07%     0.98%


___________________________

(1)Represents the average amount of customer cash swept into FDIC-insured banks as part of our Insured Bank Deposit Sweep Program. This item is not recorded in the Company's consolidated statements of financial condition. Income derived from program deposits is reported in other net interest income in the table above. ?


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(2)Interest income and interest expense on customer margin loans and customer
credit balances, respectively, are calculated on daily cash balances within each
customer's account on a net basis, which may result in an offset of balances
across multiple account segments (e.g., between securities and commodities
segments).
?
(3)Includes income from financial instruments that has the same characteristics
as interest, but is reported in other fees and services and other income in the
Company's consolidated statements of comprehensive income. For the years ended
December 31, 2021, 2020, and 2019, $15 million, $21 million and $15 million were
reported in other fees and services, respectively. For the years ended December
31, 2021, 2020, and 2019, $0 million, $5 million and $19 million were reported
in other income, respectively.

Non-Interest Expenses

Non-interest expenses, for the current year, decreased $35 million, or 4%, compared to the prior year, to $927 million, mainly due to a $60 million decrease in general and administrative expenses; a $57 million decrease in execution, clearing and distribution fees; and a $10 million decrease in customer bad debt expense: partially offset by a $74 million increase employee compensation and benefits expenses; an $11 million increase in occupancy, depreciation and amortization expenses; and a $7 million increase in communications expenses. As a percentage of total net revenues, non-interest expenses were 34% for the current year and 43% for the prior year.

Execution, Clearing and Distribution Fees

Execution, clearing and distribution fees include the costs of executing and clearing trades, net of liquidity rebates received from various exchanges and market centers, as well as regulatory fees and market data fees. Execution fees are paid primarily to electronic exchanges and market centers on which we trade. Clearing fees are paid to clearing houses and clearing agents. Market data fees are paid to third parties to receive streaming price quotes and related information.

Execution, clearing and distribution fees, for the current year, decreased $57 million, or 19%, compared to the prior year, to $236 million, primarily driven by a $56 million decrease in exchange fees due to greater capture of liquidity rebates received from certain exchanges and a $7 million decrease in regulatory fees on reduced rates, partially offset by a $10 million increase in market data fees driven by higher customer subscriptions. As a percentage of total net revenues, execution, clearing and distribution fees were 9% for the current year and 13% for the prior year.

Employee Compensation and Benefits

Employee compensation and benefits include salaries, bonuses and other incentive compensation plans, group insurance, contributions to benefit programs and other related employee costs.

Employee compensation and benefits expenses, for the current year, increased $74 million, or 23%, compared to the prior year, to $399 million, associated with a 28% increase in the average number of employees to 2,336 for the current year, compared to 1,823 for the prior year. We continued to add staff in customer service, software development and compliance. As we continue to grow, our focus on automation has allowed us to maintain a relatively small staff. As a percentage of total net revenues, employee compensation and benefits expenses were 15% for both the current year and the prior year. Employee compensation and benefits expenses as a percentage of adjusted net revenues were 14% for the current year and 15% for the prior year.

Occupancy, Depreciation and Amortization

Occupancy expenses consist primarily of rental payments on office and data center leases and related occupancy costs, such as utilities. Depreciation and amortization expenses result from the depreciation of fixed assets, such as computing and communications hardware, as well as amortization of leasehold improvements and capitalized in-house software development.

Occupancy, depreciation and amortization expenses, for the current year, increased $11 million, or 16%, compared to the prior year, to $80 million, mainly due to higher costs related to the expansion of our physical space for both offices and data centers. As a percentage of total net revenues, occupancy, depreciation and amortization expenses were 3% for both the current year and the prior year.

Communications

Communications expenses consist primarily of the cost of voice and data telecommunications lines supporting our business, including connectivity to exchanges and market centers around the world.

Communications expenses, for the current year, increased $7 million, or 27%, compared to the prior year, to $33 million. As a percentage of total net revenues, communications expenses were 1% for both the current year and the prior year.



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General and Administrative

General and administrative expenses consist primarily of advertising; professional services expenses, such as legal and audit work; legal and regulatory matters; and other operating expenses.

General and administrative expenses, for the current year, decreased $60 million, or 25%, compared to the prior year, to $176 million, primarily due to the non-recurrence of $103 million in expenses incurred in the prior year to compensate certain affected customers in connection with their losses on West Texas Intermediate Crude Oil contracts, as described above; partially offset by $19 million in additional costs for Brexit-related regulatory onboarding to bring our new brokerage operations on line in Europe; and an $11 million increase in advertising expenses. As a percentage of total net revenues, general and administrative expenses were 6% for the current year and 11% for the prior year.

Customer Bad Debt

Customer bad debt expense consists primarily of losses incurred by customers in excess of their assets with us, net of amounts recovered by us. Customer bad debt expense, for the current year, decreased $10 million, compared to the prior year, to $3 million.

Income Tax Expense

We pay U.S. federal, state and local income taxes on our taxable income, which is proportional to the percentage we own of IBG LLC. Also, our operating subsidiaries are subject to income tax in the respective jurisdictions in which they operate.

Income tax expense, for the current year, increased $74 million, or 96%, compared to the prior year, to $151 million, primarily due to (1) higher income before income taxes at our operating subsidiaries outside the U.S; (2) higher income before income taxes subject to U.S. income tax at IBG, Inc., additionally increased by IBG, Inc.'s higher average ownership percentage of IBG LLC, which rose from 19.2% to 22.6%; (3) an $8 million additional expense related to settlement of tax adjustments related to prior years; (4) a $6 million additional expense related to the repositioning of European operations in the aftermath of Brexit; and (5) the non-recurrence of an $11 million income tax benefit in the prior year due to the remeasurement of deferred tax assets related to the step-up in basis arising from the acquisition of interests in IBG LLC primarily due to changes in the Company's effective tax rates.



The table below presents information about our income tax expense for the
periods indicated.

                                                        Year-Ended December 31,
                                                    2021            2020        2019

                                                        (in millions, except %)
Consolidated

Consolidated income before income taxes $ 1,787 $ 1,256 $ 1,157 IBG, Inc. stand-alone income before income taxes -

             (4)         (1)
Operating subsidiaries income before income
taxes                                            $    1,787       $   1,260   $   1,158

Operating subsidiaries
Income before income taxes                       $    1,787       $   1,260   $   1,158
Income tax expense                                       76              38          23
Net income available to members                  $    1,711       $   1,222   $   1,135

IBG, Inc.
Average ownership percentage in IBG LLC               22.6%           19.2%       18.4%
Net income available to IBG, Inc. from operating
subsidiaries                                     $      383       $     238   $     207
IBG, Inc. stand-alone income before income taxes          -             (4)         (1)
Income before income taxes                              383             234         206
Income tax expense                                       75              39          45

Net income available to common stockholders $ 308 $ 195 $ 161



Consolidated income tax expense
Income tax expense attributable to operating
subsidiaries                                     $       76       $      38   $      23
Income tax expense attributable IBG, Inc.                75              39          45
Consolidated income tax expense                  $      151       $      77   $      68


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Operating Results

Income before income taxes, for the current year, increased $531 million, or 42%, compared to the prior year, to $1,787 million. Pretax profit margin was 66% for the current year and 57% for the prior year.

Comparing our operating results for the current year to the prior year using non-GAAP financial measures, adjusted net revenues were $2,780 million, up 26%; adjusted income before income taxes was $1,853 million, up 38%; and adjusted pre-tax profit margin was 67% for the current year and 61% for the prior year. See the "Non-GAAP Financial Measures" section below in this Item 7 for additional details.

Noncontrolling Interest

We are the sole managing member of IBG LLC and, as such, operate and control all of the business and affairs of IBG LLC and its subsidiaries and consolidate IBG LLC's financial results into our financial statements. As of December 31, 2021, we held approximately 23.5% ownership interest in IBG LLC. Holdings holds approximately 76.5% ownership interest in IBG LLC. We reflect Holdings' ownership as a noncontrolling interest in our consolidated statements of financial condition, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows. Our share of IBG LLC's net income, excluding Holdings' noncontrolling interest, for the current year was approximately 22.6%, compared to approximately 19.2% for the prior year.

Year Ended December 31, 2020 compared to the Year Ended December 31, 2019

For a discussion of changes for the year ended December 31, 2020 compared to the Year Ended December 31, 2019 refer to the Annual Report on Form 10-K filed with the SEC on February 26, 2021.




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Non-GAAP Financial Measures

We use certain non-GAAP financial measures as additional measures to enhance the understanding of our financial results. These non-GAAP financial measures include adjusted net revenues, adjusted income before income taxes, adjusted net income available for common stockholders, and adjusted diluted earnings per share ("EPS"). We believe that these non-GAAP financial measures are important measures of our financial performance because they exclude certain items that may not be indicative of our core operating results and business outlook. We believe these non-GAAP financial measures may be useful to investors and analysts in evaluating the operating performance of the business and facilitating a meaningful comparison of our results in the current period to those in prior and future periods.

Adjusted net revenues, adjusted income before income taxes, adjusted net income available for common stockholders, and adjusted EPS are non-GAAP financial measures as defined by SEC Regulation G.

?We define adjusted net revenues as net revenues adjusted to remove the effect of our currency diversification strategy, our net mark-to-market gains (losses) on investments, and the remeasurement of our Tax Receivable Agreement ("TRA") liability.

?We define adjusted income before income taxes as income before income taxes adjusted to remove the effect of our currency diversification strategy, our net mark-to-market gains (losses) on investments, the remeasurement of our TRA liability, customer compensation expenses, and unusual bad debt expense.

?We define adjusted net income available to common stockholders as net income available for common stockholders adjusted to remove the after-tax effects attributable to IBG, Inc. of our currency diversification strategy, our net mark-to-market gains (losses) on investments, the remeasurement of our TRA liability, customer compensation expenses, unusual bad debt expense, and the remeasurement of certain deferred tax assets.

Mark-to-market on investments represents the net mark-to-market gains (losses) on investments in equity securities that do not qualify for equity method accounting which are measured at fair value, on our U.S. government securities portfolio, which are typically held to maturity, investments in equity securities that do not qualify for equity method accounting which are measured at fair value, and on certain other investments, including equity securities taken over by the Company from customers related to unusual losses on margin loans described below.

Remeasurement of our TRA liability represents the change in the amount payable to IBG Holdings LLC under the TRA, primarily due to changes in the Company's effective tax rates. For further information refer to Note 4 - Equity and Earnings per Share under Part II, Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

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 above in this Item 7 in the "Financial Overview" section.

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, 2019, unusual bad debt expense reflects losses recognized on margin lending to a small number of our brokerage customers that had taken relatively large positions in a security listed on a major U.S. exchange, which lost a substantial amount of its value in a very short timeframe. 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 above in this Item 7 in the "Financial Overview" section.

Remeasurement of certain deferred tax assets represents the change in the unamortized balance of deferred tax assets related to the step-up in basis arising from the acquisition of interests in IBG LLC, primarily due to changes in the Company's effective tax rates. For further information refer to Note 4 - Equity and Earnings per Share under Part II, Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

We also report compensation and benefits expenses as a percent of adjusted net revenues, as we believe this measure is useful to investors and analysts in evaluating the growth of our work force in relation to the growth of our core revenues.

These non-GAAP financial measures should be considered in addition to, rather than as a substitute for, measures of financial performance prepared in accordance with GAAP1. ?___________________________

1 Refers to generally accepted accounting principles in the United States.



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The tables below present a reconciliation of consolidated GAAP to non-GAAP financial measures for the periods indicated.



                                             Year-Ended December 31,
                                           2021           2020     2019

                                                  (in millions)

Adjusted net revenues

Net revenues - GAAP                     $    2,714       $ 2,218  $ 1,937
Non-GAAP adjustments
Currency diversification strategy, net          37            19       60
Mark-to-market on investments                   30          (36)     (13)
Remeasurement of TRA liability                 (1)             3        -
Total non-GAAP adjustments                      66          (14)       47
Adjusted net revenues                   $    2,780       $ 2,204  $ 1,984


                                             Year-Ended December 31,
                                           2021           2020     2019

                                                  (in millions)

Adjusted income before income taxes

Income before income taxes - GAAP $ 1,787 $ 1,256 $ 1,157 Non-GAAP adjustments Currency diversification strategy, net 37

            19       60
Mark-to-market on investments                   30          (36)     (13)
Remeasurement of TRA liability                 (1)             3        -
Customer compensation expense                    -           103        -
Bad debt expense                                 -             1       42
Total non-GAAP adjustments                      66            90       89

Adjusted income before income taxes $ 1,853 $ 1,346 $ 1,246



Adjusted pre-tax profit margin                 67%           61%      63%


                                                   Year-Ended December 31,
                                           2021              2020             2019

                                                        (in millions)

Adjusted net income available for
common stockholders

Net income available for common
stockholders - GAAP                   $           308   $          195   $          161
Non-GAAP adjustments
Currency diversification strategy,
net                                                 8                4               11
Mark-to-market on investments                       7              (7)              (2)
Remeasurement of TRA liability                    (1)                3                -
Customer compensation expense                       -               20                -
Bad debt expense                                    -                -                8
Income tax effect of above
adjustments1                                      (3)              (3)              (3)
Remeasurement of deferred income
taxes                                               1             (11)                -
Total non-GAAP adjustments                         12                6               13
Adjusted net income available for
common stockholders                   $           320   $          201   $          174


Note: Amounts may not add due to rounding.



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                                                   Year-Ended December 31,
                                           2021              2020             2019

                                             (in dollars, except share amounts)

Adjusted diluted EPS

Diluted EPS - GAAP                    $          3.24   $         2.42   $         2.10
Non-GAAP adjustments
Currency diversification strategy,
net                                              0.09             0.05             0.14
Mark-to-market on investments                    0.07           (0.08)           (0.03)
Remeasurement of TRA liability                 (0.01)             0.04                -
Customer compensation expense                       -             0.24                -
Bad debt expense                                    -             0.00             0.10
Income tax effect of above
adjustments1                                   (0.03)           (0.04)           (0.04)
Remeasurement of deferred income
taxes                                            0.01           (0.14)                -
Total non-GAAP adjustments                       0.13             0.08             0.17
Adjusted diluted EPS                  $          3.37   $         2.49   $         2.27

Diluted weighted average common
shares outstanding                         95,009,880       80,638,908       76,825,863


Note: Amounts may not add due to rounding.

_________________________

1 The income tax effect is estimated using the corporate income tax rates applicable to the Company.

Liquidity and Capital Resources

We maintain a highly liquid balance sheet. The majority of our assets consist of investments of customer funds, collateralized receivables arising from customer-related and proprietary securities transactions, and exchange-listed marketable securities, which are marked-to-market daily. Collateralized receivables consist primarily of customer margin loans, securities borrowed, and securities purchased under agreements to resell. As of December 31, 2021, total assets were $109.1 billion of which approximately $108.0 billion, or 99.0%, were considered liquid.

Decisions on the allocation of capital are based upon, among other things, prudent risk management guidelines, potential liquidity and cash flow needs for current and future business activities, regulatory capital requirements, and projected profitability. Our Treasury department, market risk committee and other management control groups assist in evaluating, monitoring and controlling the impact that our business activities have on our financial condition, liquidity and capital structure. The objective of these policies is to support our business strategies while ensuring ongoing and sufficient liquidity. Our significant excess regulatory capital comprises an aggregate across our many regulated subsidiaries, and we believe this financial strength provides our customers with a source of comfort.

Daily monitoring of liquidity needs and available collateral levels is undertaken to help ensure that an appropriate liquidity cushion, in the form of cash and unpledged collateral, is maintained at all times. We actively manage our excess liquidity and maintain significant borrowing facilities through the securities lending markets and with banks. As a general practice, we maintain sufficient levels of cash on hand to provide us with a buffer should we need immediately available funds for any reason. In addition, pursuant to our liquidity management plan we perform periodic liquidity stress tests, which are designed to identify and reserve liquid assets that would be available under market or idiosyncratic stress events. Based on our current level of operations, we believe our cash flows from operations, available cash and available borrowings will be adequate to meet our future liquidity needs for more than the next twelve months.

As of December 31, 2021, liability balances in connection with securities loaned and payable to customers were higher than their respective average monthly balances during the current year and our short-term borrowings were lower than the average monthly balance during the current year.

Cash and cash equivalents held by our non-U.S. operating subsidiaries as of December 31, 2021 were $1,058 million ($1,560 million as of December 31, 2020). These funds are primarily intended to finance each individual operating subsidiary's local operations, and thus would not be available to fund U.S. domestic operations unless repatriated through payment of dividends to IBG LLC. In 2020 Timber Hill Canada Company paid a dividend of $76 million to IBG LLC as a result of its liquidation. As of December 31, 2021, we had no intention to repatriate further amounts from non-U.S. operating subsidiaries. With the enactment of the U.S. Tax Cuts and Jobs



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Act on December 22, 2017, we recognized a liability for the one-time transition tax on deemed repatriation of earnings of some of our foreign subsidiaries for the year ended December 31, 2017. As a result, in the event dividends were to be paid to the Company in the future by a non-U.S. operating subsidiaries, the Company would not be required to accrue and pay income taxes on such dividends, except for foreign taxes in the form of dividend withholding tax, if any, imposed on the recipient of the distribution or dividend distribution tax imposed on the payor of the distribution.

Historically, our consolidated equity has consisted primarily of accumulated retained earnings, which to date have been sufficient to fund our operations and growth. Our consolidated equity increased 14% to $10.2 billion as of December 31, 2021 from $9.0 billion as of December 31, 2020. This increase is attributable to total comprehensive income, partially offset by distributions and dividends paid during 2021.

Cash Flows

The table below presents our cash flows from operating activities, investing activities and financing activities for the periods indicated.



                                                          Year-Ended December 31,
                                                    2021              2020          2019
                                                               (in millions)

Net cash provided by operating activities $ 5,896 $ 8,068 $ 2,666 Net cash used in investing activities

                  (188)              (50)         (89)
Net cash used in financing activities                  (523)             (229)        (419)
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash                        (97)               124           24
Increase in cash, cash equivalents, and
restricted cash                                 $      5,088       $     7,913   $    2,182

Our cash flows from operating activities are largely a reflection of the changes in customer credit and margin loan balances. Our cash flows from investing activities are primarily related to other investments, capitalized internal software development, purchases and sales of memberships, trading rights and shares at exchanges where we trade, and strategic investments where such investments may enable us to offer better execution alternatives to our current and prospective customers, allow us to influence exchanges to provide competing products at better prices using sophisticated technology, or enable us to acquire either technology or customers faster than we could develop them on our own. Our cash flows from financing activities are comprised of short-term borrowings, capital transactions and payments made to Holdings under the Tax Receivable Agreement. Short-term borrowings from banks, and through our senior notes program are part of our daily cash management in support of operating activities. Capital transactions consist primarily of quarterly dividends paid to common stockholders and related distributions paid to Holdings.

Year Ended December 31, 2021: Our cash, cash equivalents, and restricted cash (i.e., cash and cash equivalents that are subject to withdrawal or usage restrictions) increased by $5,088 million to $25.3 billion for the year ended December 31, 2021. We raised $5,896 million in net cash from operating activities. We used net cash of $711 million in our investing and financing activities, primarily for distributions to noncontrolling interests, redemptions of senior notes, dividends paid to our common stockholders and payments made under the Tax Receivable Agreement. Investing activities mainly consisted of purchases of other investments and property, equipment and intangible assets.

Year Ended December 31, 2020:

For a discussion of changes in cash flows for the year ended December 31, 2020 refer to our Annual Report on Form 10-K filed with the SEC on February26, 2021.

Year Ended December 31, 2019:

For a discussion of changes in cash flows for the year ended December 31, 2019 refer to our Annual Report on Form 10-K filed with the SEC on February 28, 2020.

Senior Notes

In 2020, IBG LLC initiated a program to offer senior notes in private placements to certain qualified customers of IB LLC. IBG LLC intends to use the proceeds for general financing purposes when interest spread opportunities arise. The senior notes are offered at an issue price of $1 thousand per note at an interest rate calculated by adding the benchmark rate to a rate (spread) that IBG LLC announces from time to time. The benchmark rate is the effective federal funds rate as reported by the Federal Reserve Bank of New York on the morning of the date of the offering. The senior notes mature no later than the thirtieth day following the issuance date, and IBG LLC, at its option, may redeem the senior notes at any time, at a redemption price equal to 100% of the principal amount of the



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senior notes to be redeemed, plus accrued and unpaid interest.

During the year ended December 31, 2021 IBG LLC issued senior notes of $1,428 million and redeemed senior notes of $1,524 million, respectively. The senior notes carried a weighted average interest rate of 1%. As of December 31, 2021 and 2020, IBG LLC had $0 and $96 million of senior notes outstanding, respectively, all of which carried a 1% per annum interest rate, and are included in short-term borrowings in the consolidated statements of financial condition.

Regulatory Capital Requirements

As of December 31, 2021, all operating subsidiaries were in compliance with their respective regulatory capital requirements. For additional information regarding our regulatory capital requirements see Note 16 - "Regulatory Requirements" to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Capital Expenditures

Our capital expenditures are comprised of compensation costs of our software engineering staff for development of software for internal use and expenditures for computer, networking and communications hardware, and leasehold improvements. These expenditure items are reported as property, equipment, and intangible assets. Capital expenditures for property, equipment, and intangible assets were approximately $77 million, $50 million and $74 million for the three years ended December 31, 2021, 2020, and 2019, respectively. In the future, we plan to meet capital expenditure needs with cash from operations and cash on hand, as we continue our focus on technology infrastructure initiatives to further enhance our competitive position. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either upward or downward) to match our actual performance. If we pursue any additional strategic acquisitions, we may incur additional capital expenditures.

Contractual Obligations Summary

Our contractual obligations principally include obligations associated with our outstanding indebtedness and interest payments as of December 31, 2021.



                                                           Payments Due by Year
                                           Total          2022-2023      2024-2025      Thereafter

                                                               (in millions)
Payable to Holdings under Tax
Receivable Agreement (1)                $       222      $         44   $         39   $        139
Operating leases                                142                49             35             58
Transition tax liability (2)                     53                20             33              -

Total contractual cash obligations $ 417 $ 113 $ 107 $ 197

___________________________

(1)As of December 31, 2021, contractual amounts owed under the Tax Receivable Agreement of $222 million have been recorded in payable to affiliate in the consolidated financial statements representing management's best estimate of the amounts currently expected to be owed under the Tax Receivable Agreement. Through December 31, 2021, approximately $223 million of cumulative cash payments have been made.

(2)The Tax Act implemented a modified territorial tax system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries to be paid over an eight-year period starting in 2018. We believe this tax will not have a material impact on our liquidity.

Seasonality

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

Inflation

Although we cannot accurately anticipate the effects of inflation on our operations, we believe that, for the three most recent years, inflation has not had a material impact on our results of operations and will not likely have a material impact in the foreseeable future despite current inflationary pressures. Statements about future inflation are subject to the risk that actual inflation and its effects may differ, possibly materially, due to, among other things, changes in economic growth, impact of supply chain disruptions, unemployment and consumer demand.



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Investments in U.S. Government Securities

We invest in U.S. government securities to satisfy U.S. regulatory requirements. As a broker-dealer, unlike banks, we are required to mark these investments to market even though we intend to hold them to maturity. Sudden increases (decreases) in interest rates will cause mark-to-market losses (gains) on these securities, which are recovered (eliminated) if we hold them to maturity, as currently intended. The impact of changes in interest rates is further described in Part II, Item 7A of this Annual Report on Form 10-K entitled "Quantitative and Qualitative Disclosures about Market Risk."

Strategic Investments and Acquisitions

We regularly evaluate potential strategic investments and acquisitions. We hold strategic investments in certain electronic trading exchanges, including BOX Options Exchange, LLC. We also hold strategic investments in certain businesses, including Tiger Brokers, an online stock brokerage established for Chinese retail and institutional customers, in which we have a beneficial ownership interest of 7.6%.

We intend to continue making acquisitions on an opportunistic basis, generally only when the acquisition candidate will, in our opinion, enable us to offer better execution alternatives to our current and prospective customers, allow us to influence exchanges to provide competing products at better prices using sophisticated technology, or enable us to acquire either technology or customers faster than we could develop them on our own.

As of December 31, 2021, there were no other definitive agreements with respect to any material acquisition.

Certain Information Concerning Off-Balance-Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on judgment and the best available information at the time. Therefore, actual results could differ materially from those estimates. We believe that the critical policies listed below represent the most significant estimates used in the preparation of our consolidated financial statements. See Note 2 - "Significant Accounting Policies" to the audited consolidated financial statements for a summary of our significant accounting policies in Part II, Item 8 of this Annual Report on Form 10-K.

Contingencies

Our policy is to estimate and accrue for potential losses that may arise out of litigation and regulatory proceedings, to the extent that such losses are probable and can be estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different. Our total liability accrued with respect to litigation and regulatory proceedings is determined on a case by case basis and represents an estimate of probable losses based on, among other factors, the progress of each case, our experience with and industry experience with similar cases and the opinions and views of internal and external legal counsel.

Given the inherent difficulty of predicting the outcome of our litigation and regulatory matters, particularly in cases or proceedings in which substantial or indeterminate damages or fines are sought, or where cases or proceedings are in the early stages, we cannot estimate losses or ranges of losses for cases or proceedings where there is only a reasonable possibility that a loss may be incurred.

Income Taxes

Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits are based on enacted tax laws and reflect management's best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Determining income tax expense requires significant judgment and estimates.

Deferred income tax assets and liabilities arise from temporary differences between the tax and financial statement recognition of the underlying assets and liabilities. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, historical results are adjusted for changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign



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pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, three years of cumulative operating income (loss) are considered. Deferred income taxes have not been provided for U.S. tax liabilities or for additional foreign taxes on the unremitted earnings of foreign subsidiaries that have been indefinitely reinvested.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. We record tax liabilities in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 740 and adjust these liabilities when management's judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in payments that are different from the current estimates of these tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

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

Accounting Pronouncements Issued but Not Yet Adopted

For additional information regarding FASB Accounting Standards Updates ("ASU"s) that have been issued but not yet adopted and that may impact the Company, refer to Note 2 - "Significant Accounting Policies" to the audited consolidated financial statements in Part II, Item 8 of this annual Report on form 10-K.




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