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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

OR

FOR THE TRANSITION PERIOD FROM                  TO                 

Commission File No: 000-51103

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 968-4100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

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

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

The number of shares of registrant’s common stock outstanding on October 31, 2009 was 118,433,177.

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Available Information

Our Internet website address is www.gfigroup.com. Through our Internet website, we make available, free of charge, the following reports as soon as reasonably practicable after electronically filing them with, or furnishing them to, the Securities and Exchange Commission (the “SEC”): our annual reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our quarterly reports on Form 10-Q; our current reports on Form 8-K; Forms 3, 4 and 5 filed on behalf of directors and executive officers; and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

Information relating to the corporate governance of the Company is also available on our website, including information concerning our directors, board committees, including committee charters, our code of business conduct and ethics for all employees and for senior financial officers and our compliance procedures for accounting and auditing matters.  In addition, the Investor Relations page of our website includes certain supplemental financial information that we make available from time to time.

Our Internet website and the information contained therein or connected thereto are not incorporated into this Quarterly Report on Form 10-Q.

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PART I—FINANCIAL INFORMATION

ITEM 1.                    FINANCIAL STATEMENTS

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share and per share amounts)

See notes to condensed consolidated financial statements

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GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except share and per share amounts)

See notes to condensed consolidated financial statements

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GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)

See notes to condensed consolidated financial statements

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GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

See notes to condensed consolidated financial statements

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands except share and per share amounts)

1.     ORGANIZATION AND BUSINESS

The condensed consolidated financial statements include the accounts of GFI Group Inc. and its subsidiaries (collectively the “Company”). The Company, through its subsidiaries, provides brokerage services, trading system software and market data and analytical software products to institutional clients in markets for a range of credit, financial, equity and commodity instruments. The Company complements its brokerage capabilities with value-added services, such as market data, software systems and analytical products, which it licenses primarily to companies in the financial services industry. The Company’s principal operating subsidiaries include: GFI Securities LLC, GFI Brokers LLC, GFI Group LLC, GFI Securities Limited, GFI Brokers Limited, GFI (HK) Securities LLC, GFI (HK) Brokers Ltd., GFI Group PTE Ltd., GFI Korea Money Brokerage Limited, Amerex Brokers LLC, Fenics Limited (“Fenics”) and Trayport Limited (“Trayport”). As of September 30, 2009, Jersey Partners, Inc. (“JPI”) owns approximately 43% of the Company’s outstanding shares of common stock. The Company’s chief executive officer, Michael Gooch, is the controlling shareholder of JPI.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingencies in the consolidated financial statements. Management believes that the estimates utilized in the preparation of the consolidated financial statements are reasonable and prudent. Actual results could differ materially from these estimates.

All intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”). The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for the fair statement of the results for the interim period. The results of operations for interim periods are not necessarily indicative of results for the entire year.

Brokerage Transactions— The Company provides brokerage services to its clients in the form of either agency or principal transactions.

Agency Commissions— In agency transactions, the Company charges commissions for executing transactions between buyers and sellers. Agency commissions revenues and related expenses are recognized on a trade date basis.

Principal Transactions—  Principal transactions revenue is primarily derived from matched principal transactions.  Principal transactions revenues and related expenses are recognized on a trade date basis.  The Company earns revenue from principal transactions on the spread between the buy and sell price of the security that is brokered.  In matched principal transactions, the Company simultaneously agrees to buy instruments from one customer and sell them to another customer. A limited number of brokerage desks are permitted to enter into unmatched principal transactions in the ordinary course of business while brokering in illiquid markets and for the purpose of facilitating clients’ execution needs for transactions initiated by such clients. These unmatched positions are intended to be held short term.

However, from time to time, in the circumstances described above, or if a transaction fails to settle on a timely basis or if a customer defaults on its obligations, the Company may hold securities positions overnight or until such transaction is settled.  These positions are marked to market on a daily basis.

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

Software, Analytics and Market Data — Software revenue consists primarily of fees charged for Trayport electronic trading software.  Software revenue is recognized on a straight-line basis over the term of the subscription period, which ranges from one to five years.  Analytics revenue consists primarily of fees for licenses of software products, including Fenics pricing tools.  Analytics revenue is recognized on a straight-line basis over the term of the subscription period, which is generally over three years.  Market data revenue primarily consists of subscription fees and fees from customized one-time sales. Market data subscription fees are recognized on a straight-line basis over the term of the subscription period, which ranges from one to two years. Market data revenue from customized one-time sales is recognized upon delivery of the data.

The Company markets its software, analytics and market data through its direct sales force and, in some cases, indirectly through resellers. In general, the Company’s license agreements for its analytics and data products do not provide for a right of return.

Goodwill and Intangible Assets—Goodwill represents the excess of the purchase price allocation over the fair value of tangible and identifiable intangible net assets acquired. In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (formerly Statement of Financial Accounting Standards (“SFAS”) No. 142), goodwill and intangible assets with indefinite lives are no longer amortized, but instead are tested for impairment annually or more frequently if circumstances indicating impairment may have occurred. In the event the Company determines that the value of goodwill has become impaired, it will incur a charge for the amount of impairment during the fiscal quarter in which such determination is made. The Company has selected January 1st as the date to perform the annual impairment test. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives.

Fair Value of Financial Instruments— In accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) (formerly SFAS No. 157), the Company estimates fair values of financial instruments using relevant market information and other assumptions.  Fair value estimates involve uncertainties and matters of significant judgment in interpreting market data and accordingly, changes in assumptions or in market conditions could adversely affect the estimates.  The Company also discloses the fair value of its financial instruments in accordance with the fair value hierarchy as set forth by ASC 820-10.

In addition, the Company uses foreign exchange derivative contracts to reduce the effects of fluctuations in certain receivables and payables denominated in foreign currencies. Derivative contracts that are not designated as foreign currency cash flow hedges are recorded at fair value and all realized and unrealized gains and losses are included in other income in the Condensed Consolidated Statements of Income.

Income Taxes—In accordance with ASC 740, Income Taxes (“ASC 740”) (formerly SFAS No. 109), the Company provides for income taxes using the asset and liability method under which deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and carry-forwards that result from events that have been recognized either in the financial statements or the income tax returns, but not both. The measurement of current and deferred income tax liabilities and assets is based on provisions of enacted tax laws. Valuation allowances are recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized.  Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, which is now a sub-topic within ASC 740.  It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

Foreign Currency Translation Adjustments and Transactions—Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at the period end rates of exchange, and revenue and expenses are translated at the average rates of exchange for the period. Gains or losses resulting from translating foreign currency financial statements are reflected in foreign currency translation adjustments and are reported as a separate component of comprehensive income and included in accumulated other comprehensive loss in stockholders’ equity. Gains or losses resulting from foreign currency transactions are included in other income in the Condensed Consolidated Statements of Income.

Share-Based Compensation— The Company’s share-based compensation consists of restricted stock units (“RSUs”) and stock options. The Company follows ASC No. 718, Compensation — Stock Compensation (“ASC 718”) (formerly SFAS

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

No. 123(R)) to account for its stock-based compensation. ASC 718 revised the fair value-based method of accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards and clarified guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to service periods. Additionally, under ASC 718, actual tax benefits recognized in excess of tax benefits previously established upon grant are reported as a financing cash flow, as opposed to operating cash flows.   In recent periods, the only share-based compensation issued by the Company has been RSUs.  The Company records the fair value of the RSUs at the date of grant as deferred compensation and amortizes it to compensation expense over the vesting period of the grants.

Other Income—Other income on the Company’s Condensed Consolidated Statements of Income primarily includes net realized/unrealized gain/loss from foreign currency derivative contracts, foreign currency remeasurement gains and losses on certain foreign currency denominated items and other investments.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, which is now a sub-topic within ASC 810-10 Consolidation (“ASC 810-10”).  ASC 810-10 requires reporting entities to present noncontrolling (minority) interests as equity (as opposed to as a liability or mezzanine equity) and provides guidance on the accounting for transactions between an entity and noncontrolling interests.  ASC 810-10 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and was adopted by the Company on January 1, 2009.  The adoption of ASC 810-10 did not have a material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (revised 2007), which is now a sub-topic within ASC 805 Business Combinations (“ASC 805”).  ASC 805 requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires the expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination.  ASC 805 applies to all transactions or other events in which the Company obtains control of one or more businesses, including those sometimes referred to as “true-mergers” or “mergers of equals” and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights.  ASC 805 was effective for financial statements issued for fiscal years beginning after December 15, 2008 and was adopted by the Company on January 1, 2009.  The adoption of ASC 805 did not have a material impact on its consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, which is now a sub-topic within ASC 820-10 Fair Value Measurements and Disclosures (“ASC 820-10”).  ASC 820-10 delayed the effective date of fair value measurements and disclosure requirements for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of ASC 820-10.  The Company adopted ASC 820-10 for those nonfinancial assets and liabilities noted in FSP 157-2 on January 1, 2009.  The adoption of ASC 820-10 for nonfinancial assets and liabilities did not have a material impact on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which is now a sub-topic within ASC 815-10 Derivatives and Hedging (“ASC 815-10”).  ASC 815-10 amends and expands the disclosure requirements of SFAS No. 133 and requires entities to provide enhanced qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair values and amounts of gains and losses on derivative contracts, and disclosures about credit-risk related contingent features in derivative agreements.  ASC 815-10 was effective for fiscal years beginning after November 15, 2008 and was adopted by the Company on January 1, 2009.  See Note 11 for disclosures on Financial Instruments.

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

In April 2008, the FASB issued FSP 142-3, Determining the Useful Life of Intangible Assets, which is now a sub-topic within ASC 350-30 Intangibles — Goodwill and Other (“ASC 350-30”). ASC 350-30 amends the factors to be considered in determining the useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure such asset’s fair value.  ASC 350-30 was effective for fiscal years beginning after December 15, 2008 and was adopted by the Company on January 1, 2009.  The adoption of ASC 350-30 did not have a material impact on its consolidated financial statements.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, which is now a sub-topic within ASC 260-10 Earnings Per Share (“ASC 260-10”).  ASC 260-10 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in computing earnings per share under the two-class method described in SFAS No. 128,  Earnings Per Share, which is now a sub-topic within ASC 260-10.  ASC 260-10 was effective for fiscal years beginning after December 15, 2008 and was adopted by the Company on January 1, 2009.  The adoption of ASC 260-10 did not have a material impact on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which is now a sub-topic within ASC 805 Business Combinations (“ASC 805”).  ASC 805 addresses the criteria and disclosures for recognition of an acquired asset or liability assumed in a business combination that arises from a contingency.  ASC 805 was effective for fiscal years beginning after December 15, 2008 and was adopted by the Company on January 1, 2009.  The adoption of ASC 805 did not have a material impact on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which is now a sub-topic within ASC 825-10 Financial Instruments (“ASC 825-10”).  ASC 825-10 requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  These disclosures are also required in summarized financial information at interim reporting periods.  ASC 825-10 was effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  ASC 825-10 was adopted by the Company on April 1, 2009.  See Note 11 for disclosures on Financial Instruments.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which is now a sub-topic within ASC 320-10 Investments — Debt and Equity Securities (ASC “320-10”).  ASC 320-10 amends the other-than-temporary impairment guidance in U.S. generally accepted accounting principles for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.  ASC 320-10 was effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  ASC 320-10 was adopted by the Company on April 1, 2009 and the adoption did not have a material impact on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which is now a sub-topic within ASC 820-10 Fair Value Measurements and Disclosures (“ASC 820-10”).  ASC 820-10 provides additional guidance for estimating fair value, when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly.  ASC 820-10 was effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively.  Early adoption is permitted for periods ending after March 15, 2009.  ASC 820-10 was adopted by the Company on April 1, 2009 and the adoption did not have a material impact on its consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which is now a sub-topic within ASC 855-10 Subsequent Events (“ASC 855-10”).  ASC 855-10 provides guidance for accounting for and disclosure of subsequent events

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

that are not addressed in other applicable generally accepted accounting principles.  ASC 855-10 was effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively.   See Note 15 for disclosures on Subsequent Events.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140 (“SFAS 166”).  SFAS 166 amends FASB Statement No. 140, which is now a sub-topic within ASC 860 Transfers and Servicing, to improve the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets.  SFAS 166 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period and for interim and annual reporting periods thereafter.  The Company does not expect the adoption of SFAS 166 to have a material impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”).  SFAS 167 amends certain requirements of FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, which is now a sub-topic within ASC 810 Consolidations, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. SFAS 167 requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests provide a controlling financial interest in a variable interest entity.  The determination is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance.  SFAS 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period and for interim and annual reporting periods thereafter.  The Company does not expect the adoption of SFAS 167 to have a material impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles, which is now a sub-topic within ASC 105-10 Generally Accepted Accounting Principles (“ASC 105-10”).  ASC 105-10 establishes the codification as the source of authoritative generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities and all guidance contained in the codification carries an equal level of authority.  ASC 105-10 is effective for interim and annual reporting periods ending after September 15, 2009.  References to generally accepted accounting principles contained in the Company’s consolidated financial statements have been updated to reflect the new codification references as required.

In August 2009, the FASB issued Accounting Standards Update No. 2009-5 (“ASU 2009-5”) Fair Value Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value.  ASU 2009-5 provides clarification in circumstances in which a quoted price in an active market for the identical liability is not available and provides valuation techniques to be utilized by the reporting entity.  ASU 2009-5 is effective for the first reporting period (including interim periods) beginning after issuance.  The Company does not expect the adoption of ASU 2009-5 to have a material impact on its consolidated financial statements.

In October 2009, the FASB issued Accounting Standards Update No. 2009-13 (“ASU 2009-13”) Revenue Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements.  ASU 2009-13 establishes the accounting and reporting guidance for arrangements with multiple-revenue generating activities.  ASU 2009-13 addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting and provides a selling price hierarchy for determining the selling price of a deliverable.  ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010.  Early adoption is permitted but must be retrospectively applied to the beginning of the fiscal year of adoption.  The Company is currently evaluating the impact of the adoption of ASU 2009-13 on its consolidated financial statements.

In October 2009, the FASB issued Accounting Standards Update No. 2009-14 (“ASU 2009-14”) Software (Topic 985) Certain Revenue Arrangements That Include Software Elements.  ASU 2009-14 provides guidance on how to allocate arrangement consideration to deliverables in an arrangement that includes both tangible products and software.  ASU 2009-14 also provides additional guidance on how to determine which software, if any, relating to the tangible product would be

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

excluded from software revenue recognition.  ASU 2009-14 is effective for fiscal years beginning on or after June 15, 2010.  Early adoption is permitted but must be retrospectively applied to the beginning of the fiscal year of adoption.  The Company is currently evaluating the impact of the adoption of ASU 2009-14 on its consolidated financial statements.

3.     RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

Substantially all fail to deliver and fail to receive balances at September 30, 2009 and December 31, 2008 have subsequently settled at the contracted amounts.

4.     GOODWILL AND INTANGIBLE ASSETS

On January 31, 2008, the Company completed the acquisition of Trayport, a leading provider of real-time electronic trading software for brokers, exchanges and traders in the commodities, fixed income, currencies and equities markets, for approximately ₤85,428 (or approximately $169,780), including cash acquired of ₤7,622 (or approximately $15,150) and incurred ₤1,387 (or approximately $2,745) of direct transaction costs related to the acquisition. Additionally, ₤2,524 (or approximately $5,016) of the purchase price was paid in short-term loan notes, payable within one year.  At December 31, 2008, these notes were paid in full.  Included as part of the purchase price is ₤7,287 (or approximately $11,644) that was deposited into an escrow account with a third-party escrow agent as collateral for the indemnification obligations of certain of the former Trayport shareholders.  Any amounts remaining in the escrow account that are not subject to pending claims will be distributed to the former Trayport shareholders.  The Company financed the transaction with proceeds of the private placement of its Senior Notes and amounts drawn under its Credit Agreement, as defined in Note 5.  See Note 5 below for further discussion of the Senior Notes and the Company’s Credit Agreement.

This acquisition was accounted for as a purchase business combination.  Assets acquired were recorded at their fair value as of January 31, 2008.  The results of the acquired company have been included in the consolidated financial statements since the acquisition.  Management determined the fair value of the identifiable intangible assets acquired based upon an independent valuation model.  The purchase price allocation, as presented below, was translated into U.S. dollars based on the foreign exchange rate on January 31, 2008:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

Total intangible assets acquired in the Trayport transaction that are subject to amortization totaled $37,739 and have a weighted-average useful life of approximately 14 years.

Changes in the carrying amount of the Company’s goodwill for the nine months ended September 30, 2009 were as follows:

Based on the results of its annual impairment tests that are required by ASC 350 (formerly SFAS 142), the Company determined that no impairment of goodwill existed as of January 1, 2009.  ASC 350 prescribes a two step process for impairment testing whereby management first compares the fair value of each reporting unit with recorded goodwill to that reporting unit’s book value.  If management determines, as a result of this first step, that the fair value of the reporting unit is less than its carrying value, a second step in the impairment test process would require that the recorded goodwill at that business unit be written down to the value implied by the reporting unit’s recent valuation.   The Company will continue to evaluate goodwill on an annual basis as of the beginning of each new fiscal year, and whenever events and changes in circumstances indicate that there may be a potential impairment.  Subsequent to January 1, 2009, no events or changes in circumstances occurred which would indicate any goodwill impairment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

Intangible assets consisted of the following:

Amortization expense for the three months ended September 30, 2009 and 2008 was $1,356 and $1,376, respectively, and $4,084 and $3,907 for the nine months ended September 30, 2009 and 2008, respectively.

At September 30, 2009, expected amortization expense for the definite lived intangible assets is as follows:

5.     SHORT-TERM BORROWINGS AND LONG-TERM OBLIGATIONS

In January 2008, pursuant to a note purchase agreement with certain institutional investors (the “2008 Note Purchase Agreement”), the Company issued $60,000 in aggregate principal amount of senior secured notes due in January 2013 (the “Senior Notes”) in a private placement.  The Senior Notes currently bear interest at 8.17%, including a premium of 100 basis points due to a change in the risk based capital factor attributed to the Senior Notes by one of the purchasers of the Senior Notes pursuant to generally applicable insurance regulations for U.S. insurance companies.  The premium interest will cease to accrue if the risk based capital factor attributed to the Senior Notes is subsequently reduced.  Interest is payable semi-annually in arrears on the 30th of January and July.  The Company’s obligations under the Senior Notes are secured by substantially all of the assets of the Company and certain assets of the Company’s subsidiaries.  At September 30, 2009, the Senior Notes were recorded net of deferred financing costs of $412.

The 2008 Note Purchase Agreement includes operational and financial covenants with which the Company is required to comply, including among others, maintenance of certain financial ratios and restrictions on additional indebtedness, liens and dispositions.  The Company was in compliance with all applicable covenants at September 30, 2009 and December 31, 2008.

In April 2009, the Company amended the terms of its credit agreement with Bank of America, N.A. and certain other lenders (the “Credit Agreement”).  The Credit Agreement, as amended, reduced the maximum borrowings from $265,000 to $175,000, which includes up to $50,000 for letters of credit, and has an expiration date of February 24, 2011.  Revolving loans may be either base rate loans or currency rate loans. Currency rate loans and the letters of credit bear interest at the annual rate of LIBOR plus the applicable margin in effect for that interest period.  Base rate loans bear interest at a rate per annum equal to a base rate plus the applicable margin in effect for that interest period. As long as no default has occurred under the Credit Agreement, the applicable margin for both the base rate and currency rate loans is based on a matrix that varies with a ratio of outstanding debt to EBITDA, as defined in the Credit Agreement.  At September 30, 2009, the applicable margin was 2.5% and the one-month LIBOR was 0.2%. Amounts outstanding under the Credit Agreement are secured by substantially all the assets of the Company and certain assets of the Company’s subsidiaries.  The Credit Agreement provides for the Senior Notes to rank pari passu with the commitments under the Credit Agreement, in relation to the security provided.

The Company had outstanding borrowings under its Credit Agreement as of September 30, 2009 and December 31, 2008 as follows:

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(In thousands except share and per share amounts)

The Company’s commitments for outstanding letters of credit relate to potential collateral requirements associated with the matched principal business.  Since commitments associated with these outstanding letters of credit may expire unused, the amounts shown above do not necessarily reflect actual future cash funding requirements.

The weighted average interest rate of the outstanding loans was 2.75% and 2.93% at September 30, 2009 and December 31, 2008, respectively.  At September 30, 2009 and December 31, 2008, short-term borrowings under the Credit Agreement were recorded net of unamortized loan fees of $1,031 and $672, respectively.

The Credit Agreement contains certain financial and other covenants.  The Company was in compliance with all applicable covenants at September 30, 2009 and December 31, 2008, respectively.

In certain previous periods’ financial statements, the Company referred to short-term borrowings under the Credit Agreement as Notes Payable on the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statements of Cash Flows.  To better distinguish obligations due under the Credit Agreement from long-term obligations due under the Senior Notes, the Company now refers to borrowings under the Credit Agreement as “Short-term borrowings” in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statements of Cash Flows included in these financial statements.

6.     STOCKHOLDERS’ EQUITY

On January 11, 2008, at a special meeting of stockholders, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the amount of Authorized Common Stock from 100,000,000 shares to 400,000,000 shares.

On March 31, 2008, the Company effected a four-for-one split of the Company’s common stock.  Accordingly, all historical share and per share data have been retroactively restated in the accompanying condensed consolidated financial statements.  Additionally, the par value of the additional shares resulting from the split were reclassified from additional paid in capital to common stock.

In August 2007, the Company’s Board of Directors authorized the Company to implement a stock repurchase program to repurchase a limited number of shares of the Company’s common stock. Under the repurchase plan, the Board of Directors authorized the Company to repurchase shares of the Company’s common stock on the open market in such amounts as determined by the Company’s management, provided, however, such amounts are not to exceed, during any calendar year, the number of shares issued upon the exercise of stock options plus the number of shares underlying grants of RSUs that are granted or which management reasonably anticipates will be granted in such calendar year.  During the three months ended September 30, 2009 and 2008, the Company did not repurchase any shares of its common stock.  During the nine months ended September 30, 2009, the Company repurchased 1,115,922 shares of its common stock on the open market at an average price of $2.63 per share and for a total cost of $2,970, including sales commissions.  During the nine months ended September 30, 2008, the Company repurchased 596,236 shares of its common stock on the open market at an average price of $19.11 per share and for a total cost of $11,401, including sales commissions.  These repurchased shares were recorded at cost as treasury stock in the Condensed Consolidated Statements of Financial Condition.

On March 31, May 30 and August 28, 2009, the Company paid a cash dividend of $0.05 per share, which, based upon the number of shares outstanding on the record date for such dividend, totaled $5,883, $5,891 and $5,899, respectively.  On March 31, 2008, the Company paid a special cash dividend of $0.125 per share, which, based on the number of shares outstanding on the record date for such dividend, totaled $14,693.  On May 15, 2008, the Company paid a quarterly cash dividend of $0.03 per share, which based upon the number of shares outstanding on the record date for such dividend, totaled $3,530.  On August 29, 2008, the Company paid a quarterly cash dividend of $0.05 per share, which based upon the number of shares outstanding on the record date for such dividend, totaled $5,895.  The dividends were reflected as reductions of retained earnings in the Condensed Consolidated Statements of Financial Condition.

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(In thousands except share and per share amounts)

7.     EARNINGS PER SHARE

Basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2009 and 2008 were as follows:

Excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive were the following:  1,086,671 RSUs for the three months ended September 30, 2009; 2,661,471 RSUs for the three months ended September 30, 2008;  2,096,355 RSUs and 73,927 stock options for the nine months ended September 30, 2009; and 1,374,002 RSUs for the nine months ended September 30, 2008.

As a result of the net loss reported for the three months ended September 30, 2008, common shares underlying options to purchase 431,992 shares of common stock and 431,963 RSUs were excluded from the calculation of diluted loss per share for that period.

8.     SHARE-BASED COMPENSATION

The Company issues RSUs to its employees under the GFI Group Inc. 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”), which was approved by the Company’s stockholders on June 11, 2008.  Prior to June 11, 2008, the Company issued RSUs under the GFI Group Inc. 2004 Equity Incentive Plan (the “2004 Equity Incentive Plan”).

The 2008 Equity Incentive Plan permits the grant of non-qualified stock options, stock appreciation rights, shares of restricted stock, restricted stock units and performance units to employees, non-employee directors or consultants. The Company issues shares from authorized but unissued shares, which are reserved for issuance upon the vesting of RSUs granted pursuant to the 2008 Equity Incentive Plan.  At the 2009 Annual Meeting of Stockholders, which was held on June 11, 2009, the stockholders of the Company approved an amendment to the 2008 Equity Incentive Plan to (a) increase the number of shares available for grant as awards under the 2008 Plan by 6,650,000 shares and (b) increase the maximum number of shares that may be granted as awards subject to performance goals under the 2008 Plan to any person in any one year by 1,000,000 shares.  As of September 30, 2009, there were 7,027,502 shares of common stock available for future grants of awards under this plan, which amount, pursuant to the terms of the 2008 Equity Incentive Plan, may be increased by the number of shares subject to awards under the 2004 Equity Incentive Plan that are ultimately not delivered to employees. The fair value of RSUs is based on the closing price of the Company’s common stock on the date of grant and is recorded as deferred compensation and amortized to compensation expense over the vesting period of the grants, which is generally three years.

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(In thousands except share and per share amounts)

Modified RSUs are reflected as cancellations and grants in the summary of RSUs below.

The following is a summary of RSU transactions under both the 2008 Equity Incentive Plan and the 2004 Equity Incentive Plan during the nine months ended September 30, 2009:

The weighted average grant-date fair value of RSUs granted for the nine months ended September 30, 2009 was $3.97 per unit, compared with $12.92 per unit for the same period in the prior year. Total compensation expense and related income tax benefits recognized in relation to RSUs are as follows:

At September 30, 2009, total unrecognized compensation cost related to the RSUs prior to the consideration of expected forfeitures was approximately $46,567 and is expected to be recognized over a weighted-average period of 1.72 years. The total fair value of RSUs vested during the nine months ended September 30, 2009 and 2008 was $21,743 and $22,150, respectively.

As of September 30, 2009, the Company had stock options outstanding under the GFI Group Inc. 2002 Stock Option Plan (the “GFI Group 2002 Plan”) and the GFInet inc. 2000 Stock Option Plan (the “GFInet 2000 Plan”). No additional grants will be made under these plans.  For stock options previously granted or modified, the fair value was estimated on the date of grant or modification using the Black-Scholes option pricing model.

The following is a summary of stock option transactions during the nine months ended September 30, 2009:

9.     COMMITMENTS AND CONTINGENCIES

Purchase Obligations—The Company has various unconditional purchase obligations. These obligations are for the purchase of market data from a number of information service providers during the normal course of business. As of

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(In thousands except share and per share amounts)

September 30, 2009, the Company had total purchase commitments for market data of approximately $17,867, with $14,480 due within the next twelve months and $3,387 due between one to three years.  Additionally, the Company has purchase commitments for capital expenditures of $2,017, primarily related to network implementations in the U.K, and $226 primarily related to hosting and software license agreements. Of these purchase commitments, capital expenditures of approximately $1,083 and fees for hosting and software licensing agreements of approximately $186 are due within the next twelve months.

Contingencies– In the normal course of business, the Company and certain subsidiaries included in the condensed consolidated financial statements are, and have been in the past, named as defendants in various lawsuits and proceedings and are, and have been in the past, involved in certain regulatory examinations.  Additional actions, investigations or proceedings may be brought from time to time in the future.  The Company is subject to the possibility of losses from these various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies.  An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated.  The Company accrues a liability for the estimated costs of adjudication or settlement of asserted and unasserted claims existing as of the reporting period.

The Company is subject to regular examinations by various tax authorities in jurisdictions in which the Company has significant business operations.  The Company regularly assesses the likelihood of additional tax assessments that may result from these examinations in each of the tax jurisdictions.  A tax accrual has been established, which the Company believes to be adequate in relation to the potential for additional tax assessments.  The imposition of additional tax assessments, penalties or fines by a tax authority could have a material impact on the Company’s effective tax rate.

Additionally, the Company has recorded reserves for certain contingencies to which it may have exposure, such as reserves related to the employer portion of National Insurance contributions in the U.K.

The staff of the Market Regulation Department of FINRA (the “Staff”) has been conducting an inquiry into the activities of interdealer brokerage firms in connection with the determination of the commission rates paid to them by certain dealers for brokering transactions in credit default swaps.  GFI Securities LLC has been cooperating with the Staff in this inquiry by responding to requests for documents, testimony and other information.  In January 2009, the Staff advised GFI Securities LLC that it has made a preliminary determination to recommend disciplinary action in connection with allegedly improper communications between certain of GFI Securities LLC’s brokers and those at other interdealer brokers, purportedly inconsistent with just and equitable principles of trade and certain antifraud and supervisory requirements under FINRA rules and the federal securities laws.  All but one of these brokers who made the allegedly improper communications resigned in April 2008 to become employed by affiliates of Compagnie Financiere Tradition.  GFI Securities LLC intends to vigorously contest any such disciplinary action which, if brought and/or settled, could result in a censure, fine or other sanction.  Based on currently available information, the outcome of this matter is not expected to have a material adverse impact on the Company’s financial position.  However, the outcome of this matter may be material to the Company’s results of operations or cash flows in a given period.  It is not presently possible to determine the Company’s ultimate exposure in this matter and there is no assurance that the resolution of this matter will not significantly exceed any reserves accrued by the Company.

Risks and Uncertainties—The Company primarily generates its revenues by executing and facilitating transactions for third parties.  Revenues for these services are transaction based.  As a result, the Company’s revenues could vary based upon the volume of transactions in various securities, commodities, foreign exchange and derivative markets in which the Company provides services.

Guarantees— The Company, through its subsidiaries, is a member of certain exchanges and clearing houses.  Under the membership agreements, members are generally required to guarantee certain obligations.  To mitigate the performance risks of its members, the exchanges and clearing houses may, from time to time, require members to post collateral, as well as meet certain minimum financial standards.  The Company’s maximum potential liability under these arrangements cannot be quantified.  However, management believes that the potential for the Company to be required to make payments under these arrangements is not likely.  Accordingly, no contingent liability is recorded in the Condensed Consolidated Statements of Financial Condition for these arrangements.

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(In thousands except share and per share amounts)

10.     FINANCIAL INSTRUMENTS WITH MARKET AND CREDIT RISKS

Disclosure regarding the Company’s financial instruments with off-balance sheet risk is described in “Note 16—Financial Instruments with Market and Credit Risks” of the Notes to the Consolidated Financial Statements contained in the Company’s 2008 Form 10-K. There have been no material changes to the Company’s off-balance sheet risk during the nine months ended September 30, 2009.

11.     FINANCIAL INSTRUMENTS

The Company is exposed to market risk associated with movements in foreign currency exchange rates.  There have been no material changes to the Company’s risk management policy as described in “Note 17—Financial Instruments” of the Notes to the Consolidated Financial Statements contained in the Company’s 2008 Form 10-K.

Substantially all of the Company’s assets and liabilities are carried at fair value or contracted amounts that approximate fair value.  Assets and liabilities that are recorded at contracted amounts approximating fair value consist primarily of receivables from and payables to brokers, dealers and clearing organizations. These receivables and payables are short-term in nature and have subsequently substantially all settled at the contracted amounts.  The Company’s marketable equity securities are recorded at fair value based on their quoted market price.  The Company’s investments accounted for under the cost and equity methods are in companies that are not publicly traded and for which no established market for their securities exists.  The fair value of these investments is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.  The Company’s debt obligations are carried at historical amounts.  The fair value of the Company’s Senior Notes was estimated using market rates of interest available to the Company for debt obligations of similar types and was approximately $57.5 million at September 30, 2009.  The fair value of the Company’s short-term borrowings outstanding under the Credit Agreement approximated the carrying value at September 30, 2009 and December 31, 2008.

The Company’s financial assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820-10.  In accordance with ASC 820-10, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted prices for identifiable assets or liabilities in an active market that the company has the ability to access at the measurement date (examples include active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities).

Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.  Level 2 inputs include the following:

·                  Quoted prices for identifiable or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds which trade infrequently); and

·                  Inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps).

Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.  As of and for the nine months ended September 30, 2009 and for the year ended December 31, 2008, the Company did not have any Level 3 financial assets or liabilities.

Valuation Techniques

The Company uses the following valuation techniques in valuing the financial instruments at September 30, 2009 and December 31, 2008:

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(In thousands except share and per share amounts)

The Company evaluates its marketable securities in accordance with ASC 320-10, and has determined certain of its investments in marketable securities should be classified as trading securities or available-for-sale securities and reported at fair value at September 30, 2009 and December 31, 2008.  To the extent that the Company’s trading and available-for-sale marketable securities are based on quoted market prices, these securities were categorized as Level 1.

Fair value of the Company’s foreign exchange derivative contracts is based on the indicative prices obtained from the banks that are counter-parties to these foreign exchange derivative contracts, as well as  management’s own calculations and analyses, which are based upon period end forward and spot foreign exchange rates.  At September 30, 2009 and December 31, 2008, the Company’s foreign exchange derivative contracts have been categorized in Level 2 of the ASC 820-10 fair value hierarchy.

The fair value of trading securities owned as a result of matched principal transactions is estimated using recently executed transactions and market price quotations.  At September 30, 2009 and December 31, 2008, the Company held corporate equities that were categorized in Level 1 and corporate bonds that were categorized in Level 2 of the ASC 820-10 fair value hierarchy.

Financial Assets and Liabilities Measured at Fair Value on a recurring basis as of September 30, 2009 and December 31, 2008:

Derivative Financial Instruments

The Company uses foreign exchange derivative contracts, including forward contracts and foreign currency swaps, to reduce the effects of fluctuations in certain assets and liabilities denominated in foreign currencies.  The Company also hedges a portion of its foreign currency exposures on anticipated foreign currency denominated revenues and expenses by

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(In thousands except share and per share amounts)

entering into forward foreign exchange contracts.  For the nine months ended September 30, 2009 and the year ended December 31, 2008, none of these contracts were designated as foreign currency cash flow hedges under ASC 815-10.  These contracts are recorded at fair value and all realized and unrealized gains and losses are included in other income in the Condensed Consolidated Statements of Income.  The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

Fair values of foreign exchange derivative contracts on a gross basis as of September 30, 2009 are as follows:

As of September 30, 2009, the Company had outstanding forward foreign exchange contracts with a combined notional value of approximately $154.0 million.  Approximately $73.0 million of these forward foreign exchange contracts represents a hedge of euro-denominated balance sheet positions at September 30, 2009.  The remaining contracts are hedges of anticipated future cash flows.

The following is a summary of the effect of foreign exchange derivative contracts on the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2009:

12.     REGULATORY REQUIREMENTS

GFI Securities LLC is a registered broker-dealer with the SEC and the Financial Industry Regulatory Authority (FINRA).  GFI Securities LLC is also a registered introducing broker with the National Futures Association and the Commodity Futures Trading Commission.  Accordingly, GFI Securities LLC is subject to the net capital rules under the Exchange Act and the Commodity Exchange Act.  Under these rules, GFI Securities LLC is required to maintain minimum Net Capital, as defined, of not less than the greater of $250 or 2% of aggregate debits, as defined.

GFI Brokers Limited and GFI Securities Limited are subject to the capital requirements of the Financial Services Authority in the United Kingdom (“FSA”).

GFI (HK) Securities LLC is subject to the capital requirements of the Securities and Futures Commission in Hong Kong (the “SFC”), which require that GFI (HK) Securities LLC maintain minimum capital, as defined, of approximately $387.

The following table sets forth information about the net capital that certain of the Company’s subsidiaries were required to maintain as of September 30, 2009:

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(In thousands except share and per share amounts)

In addition to the minimum net capital requirements outlined above, certain of the Company’s subsidiaries are subject to additional regulatory requirements.

GFI Securities Limited’s Japanese branch is subject to certain licensing requirements established by the Financial Instruments and Exchange Law (the “FIEL”) in Japan.  As part of the licensing requirements, GFI Securities Limited’s Japanese branch is required to maintain minimum “brought-in” capital and stockholders’ equity of 50,000 Japanese Yen each (approximately $557), as defined under the FIEL.  In addition, GFI Securities Limited’s Japanese branch is also subject to the net capital rule promulgated by the FIEL, which requires that net worth, including “brought-in” capital, exceed a ratio of 120.0% of the risk equivalent amount including relevant expenditure.  At September 30, 2009, GFI Securities Limited’s Japanese branch was in compliance with these capital requirements.

GFI Securities Limited’s Dubai branch is registered with the Dubai Financial International Centre and is authorized by the Dubai Financial Services Authority (“DFSA”) to provide financial service activities.  The branch is subject to the conduct of business rules of the DFSA and has been granted a waiver from prudential regulation by the DFSA.

GFI Securities Limited’s Paris branch was established through the exercise of its passport right to open a branch in a European Economic Area state. The establishment of the branch was approved by FSA and acknowledged by Banque de France in France. The branch is subject to the conduct of business rules of the Autorite Des Marches Financiers when dealing with resident customers of France and is regulated, in part, by the FSA.

GFI Securities Limited’s Dublin branch was established through the exercise of its passport right to open a branch within a European Economic Area state.  The establishment of the branch was approved by FSA and acknowledged by the Irish Financial Services Regulatory Authority (“IFSRA”) in Ireland. The branch is subject to all of the conduct of business rules of the IFSRA and is regulated, in part, by the FSA.

GFI Securities Limited’s Tel Aviv branch is registered as a foreign corporation in Israel and is conditionally exempt from the requirement to hold a Securities License in accordance with the Israeli Securities law.  The branch is therefore not subject to any capital requirements.

GFI Brokers Limited’s Sydney branch is registered as a foreign corporation in Australia and is conditionally exempt from the requirement to hold an Australian financial services license under the Australian Securities and Investments Commission Corporations Act of 2001 in respect of the financial services it provides in Australia. This exemption applies to foreign companies regulated by the FSA in accordance with U.K. regulatory standards.

GFI (HK) Brokers Ltd. is registered with and regulated by the Hong Kong Monetary Authority. As part of this registration, GFI (HK) Brokers Ltd. is required to maintain stockholders’ equity of 5,000 Hong Kong dollars (or approximately $645).  At September 30, 2009, GFI (HK) Brokers Ltd. had stockholders’ equity of 11,554 Hong Kong dollars (or approximately $1,490), which exceeded the minimum requirement by 6,554 Hong Kong dollars (or approximately $845).

GFI Group PTE Ltd is subject to the compliance requirements of the Monetary Authority of Singapore (“MAS”), which requires that GFI Group PTE Ltd, among other things, maintain stockholders’ equity of 3,000 Singapore dollars (or approximately $2,116), measured annually.

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(In thousands except share and per share amounts)

GFI Korea Money Brokerage Limited is licensed and regulated by the Ministry of Finance and Economy to engage in foreign exchange brokerage business, and is subject to certain regulatory requirements under the Foreign Exchange Transaction Act and regulations thereunder.  As a licensed foreign exchange brokerage company, GFI Korea Money Brokerage Limited is required to maintain minimum paid-in capital of 5,000,000 Korean Won (or approximately $4,250). At September 30, 2009, GFI Korea Money Brokerage Limited met the minimum requirement for paid-in-capital of 5,000,000 Korean Won.