8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

October 15, 2014

Date of report (Date of earliest event reported):

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32722	95-2848406
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

One Liberty Plaza, 165 Broadway
New York, New York 10006
(Address of principal executive offices)

(212) 588-4000

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02  Results of Operations and Financial Condition.

On October 15, 2014, Investment Technology Group, Inc. (the “Company”) issued a press release announcing preliminary financial results for its third quarter ending on September 30, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events

On October 15, 2014, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of an additional 4 million shares of the Company’s common stock, bringing the total number of shares currently available for repurchase to 5.4 million shares. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

Exhibits
99.1	Press release issued by Investment Technology Group, Inc. on October 15, 2014.

ITG Forward Looking Statements

In addition to historical information, this press release may contain “forward-looking” statements that reflect management’s expectations for the future.  A variety of important factors could cause results to differ materially from such statements.  These factors are noted throughout ITG’s 2013 Annual Report on Form 10-K, and its Form 10-Qs and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, changes in commission pricing, potential impairment charges related to goodwill and other long-lived assets, evolving industry regulations, errors or malfunctions in ITG’s systems or technology, rapid changes in technology, cash flows into or redemptions from equity funds, effects of inflation, ability to meet liquidity requirements related to the clearing of customers’ trades, customer trading patterns, the success of ITG’s products and service offerings, ITG’s ability to continue to innovate and meet the demands of customers for new or enhanced products, ITG’s ability to successfully integrate acquired  companies, changes in tax policy or accounting rules, fluctuations in foreign exchange rates, adverse changes or volatility in interest rates, ITG’s ability to attract and retain talented employees, general economic, business, credit and financial market conditions, internationally or nationally, as well as ITG’s ability to achieve cost savings from its previously announced cost reduction plan. The forward-looking statements included herein represent ITG’s views as of the date of this release. ITG undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVESTMENT TECHNOLOGY GROUP, INC.
Date: October 15, 2014		By:	/s/ STEVEN R. VIGLIOTTI
			Steven R. Vigliotti
			Chief Financial Officer and
			Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

ExhibitNo.	Description of Exhibit
99.1	Press Release issued by Investment Technology Group, Inc. on October 15, 2014

4

EX-99.1

Exhibit 99.1

ITG Increases Share Repurchase Authorization and Provides Third Quarter 2014 Earnings Guidance

NEW YORK, October 15, 2014 — ITG (NYSE: ITG), a leading independent execution and research broker today announced that its Board of Directors has authorized the repurchase of an additional 4.0 million shares, bringing the total number of shares currently available for repurchase to 5.4 million shares. The timing and number of shares repurchased will be dependent on a variety of factors, including share price, corporate and regulatory requirements and market and business conditions.

“This additional authorization by the Board demonstrates our commitment to delivering stockholder value through a capital deployment program that includes opportunistic share repurchases,” said Steve Vigliotti, ITG’s Chief Financial Officer.

Since ITG resumed its share repurchase activity in the first quarter of 2010, it has repurchased 12.6 million shares for $177.0 million, including 520,000 shares in the third quarter of 2014 for $9.1 million. At September 30, 2014, ITG had 34.8 million shares outstanding, more than 20% below the amount of shares outstanding at the end of 2009.

ITG today also announced that it expects earnings for the third quarter of 2014 to be in the range of $0.31 to $0.33 per diluted share, including a net income tax benefit of $2.4 million, or $0.07 per diluted share, from resolving a contingency in the U.S.  This compares to third quarter 2013 earnings of $0.20 per diluted share.

“Our third quarter 2014 results show the benefits of our strategy of geographic diversification,” said ITG’s Chief Executive Officer and President, Bob Gasser. “Our international operations performed well, offsetting the continued weak volume environment in North America.”

ITG will issue a press release with final third quarter results before the market open on Monday, November 3, 2014, and will provide more details during an earnings call at 11:00 am ET that day.  Those wishing to listen to the call should dial 1-877-317-6789 (1-412-317-6789 outside the U.S.) at least 15 minutes prior to the start of the call to ensure connection.  The webcast and accompanying slideshow presentation will be available on ITG’s website at investor.itg.com.  For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-877-344-7529 (1-412-317-0088 outside the U.S.) and entering conference number 10053483.  The replay will be available starting approximately one hour after the completion of the conference call.

About ITG

ITG is an independent execution and research broker that partners with global portfolio managers and traders to provide unique data-driven insights throughout the investment process. From investment decision through settlement, ITG helps clients understand market trends, improve performance, mitigate risk and navigate increasingly complex markets. ITG is headquartered in New York with offices in North America, Europe, and Asia Pacific. For more information, please visit www.itg.com.

ITG Media/Investor Contact:

J.T. Farley

1-212-444-6259

corpcomm@itg.com

This press release may contain “forward-looking” statements that reflect management’s expectations for the future.  A variety of important factors could cause results to differ materially from such statements.  Certain of these factors are noted throughout ITG’s 2013 Annual Report, on its Form 10-K (as amended), and on its Form 10-Qs and include, but are not limited to, general economic, business, credit and financial market conditions, both internationally and nationally, financial market volatility, fluctuations in market trading volumes, effects of inflation, adverse changes or volatility in interest rates, fluctuations in foreign exchange rates, evolving industry regulations, changes in tax policy or accounting rules, the actions of both current and potential new competitors, changes in commission pricing, rapid changes in technology, errors or malfunctions in our systems or technology, cash flows into or redemptions from equity mutual funds, ability to meet liquidity requirements related to the clearing of our customers’ trades, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate acquired companies and our ability to attract and retain talented employees. The forward-looking statements included herein represent ITG’s views as of the date of this release. ITG undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

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