UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~May 2831, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33363

FCStone Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

42-1091210

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

~~10330~~1251 NW ~~Prairie~~Briarcliff ~~View~~Pkwy, ~~Road~~Ste 800

Kansas City, Missouri ~~64153~~64116

(816) ~~891~~410-~~7000~~7120

(Address of Principal Executive Offices, including zip code; registrant’s telephone number, including area code)

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

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

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated Filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

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

As of ~~April~~July 89, 2009, there were 27,930,188 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.

		Page
PART I – FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Consolidated Statements of Financial Condition – February 28, 2009 and August 31, 2008		3
Consolidated Statements of Financial Condition – May 31, 2009 and August 31, 2008		3
Consolidated Statements of Operations – Three and Six Months Ended February 28, 2009 and February 29, 2008		4
Consolidated Statements of Operations – Three and Nine Months Ended May 31, 2009 and 2008		4
Consolidated Statements of Cash Flows – Six Months Ended February 28, 2009 and February 29, 2008		5
Consolidated Statements of Cash Flows – Nine Months Ended May 31, 2009 and 2008		5
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2826
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5955
Item 4. Controls and Procedures		6056
PART II – OTHER INFORMATION		6257
Item 1. Legal Proceedings		6257
Item 1A. Risk Factors		6257
Item 4. Submission of Matters to a Vote of Security Holders		6358
Item 6. Exhibits		6358
SIGNATURES		64

Part I

Item 1.

Financial Statements

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share amounts)

	February 28,2009			August 31,2008
	May 31,2009			August 31,2008
	(Unaudited)
ASSETS
Cash and cash equivalents:
Unrestricted	$	1015,~~485~~859		$	73,646
Segregated		~~113~~13,~~550~~874			8,355
Commodity deposits and receivables:
Commodity exchanges and clearing organizations—customer segregated		~~973~~831,~~744~~639			1,306,477
Proprietary commodity accounts		293,619			253,998
Proprietary commodity accounts, net		254,489			253,998
Receivables from customers, net of allowance for doubtful accounts		21,~~351~~383			19,603
Total commodity deposits and receivables		1,~~288~~107,~~714~~511			1,580,078
Marketable securities, at fair value—customer segregated and other		7816,~~354~~337			241,333
Counterparty deposits and trade accounts receivable, net of allowance for doubtful accounts		4550,~~806~~366			7174,~~714~~966
Open contracts receivable		262,895			308,016
Open contracts receivable, net		175,544			308,016
Notes receivable and advances		92,~~959~~322			77,979
Inventories		11,534			—
Income tax receivable		46,535			—
Exchange memberships and stock		3,~~301~~121			11,473
Equipment, furniture, software and improvements, net of accumulated depreciation		87,~~062~~876			7,267
Deferred tax assets		1820,~~286~~065			11,519
Income tax receivable		44,755			—
Goodwill and intangible assets		7,512			8,334
Other assets		2510,~~047~~198			3018,~~098~~512
Total assets	$	1,~~920~~477,~~748~~120		$	2,421,478
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Commodity and customer regulated accounts payable	$	1828,~~105,970~~605		$	1,486,299
Trade accounts payable and advances		~~294~~239,~~558~~206			257,941
Open contracts payable		247,408			297,926
Open contracts payable, net		164,252			297,926
Accrued expenses		3331,~~637~~443			51,709
Notes payable and repurchase obligations		~~17,869~~—			79,190
Subordinated debt		41,000			16,000
Total liabilities		1,~~740~~304,~~442~~506			2,189,065
Minority interest		76,~~000~~724			4,855
Stockholders’ equity:
Preferred stock, no par value, authorized 20,000,000 at February 28, 2009 and August 31, 2008, respectively, none issued and outstanding at February 28, 2009 and August 31, 2008, respectively		—			—
Preferred stock, no par value, authorized 20,000,000 at May 31, 2009 and August 31, 2008, respectively, none issued and outstanding at May 31, 2009 and August 31, 2008, respectively		—			—
Common stock, $0.0001 par value, authorized 100,000,000 at February 28, 2009 and 40,000,000 at August 31, 2008, issued and outstanding 27,930,188 and 27,911,127 shares at February 28, 2009 and August 31, 2008, respectively		108,057			108,016
Common stock, $0.0001 par value, authorized 100,000,000 at May 31, 2009 and 40,000,000 at August 31, 2008, issued and outstanding 27,930,188 and 27,911,127 shares at May 31, 2009 and August 31, 2008, respectively		108,057			108,016
Additional paid-in capital		12,~~347~~981			10,777
Treasury stock		(2,185	)		(2,185	)
Accumulated other comprehensive loss		(4,~~304~~278	)		(1,632	)
Retained earnings		5951,~~391~~315			112,582
Total stockholders’ equity		~~173~~165,~~306~~890			227,558
Commitments and contingencies
Total liabilities and stockholders’ equity	$	1,~~920~~477,~~748~~120		$	2,421,478

See notes to consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	February 28,2009			February 29,2008			February 28,2009			February 29,2008
	2009			2008			2009			2008
Revenues:
Commissions and clearing fees	$	3430,~~551~~668		$	4547,~~613~~714		$	79109,~~051~~719		$	84132,~~995~~709
Service, consulting and brokerage fees		149,~~088~~655			2428,~~183~~339			3343,~~629~~284			4068,~~457~~796
Interest		43,~~711~~519			185,~~858~~296			1821,~~278~~797			3237,~~239~~535
Other		127			2,038			7,894			6,635
Other, net		(2,336	)		1,632			5,558			8,267
Sales of commodities		315,~~168~~954			~~1,350~~608			319,~~345~~299			1,~~350~~958
Total revenues		5657,~~645~~460			9283,~~042~~589			~~142~~199,~~197~~657			~~165~~249,~~676~~265
Costs and expenses:
Cost of commodities sold		315,~~108~~811			~~830~~205			319,~~280~~091			~~830~~1,035
Employee compensation and broker commissions		1312,~~019~~662			1518,~~197~~098			2841,~~389~~051			2846,~~444~~542
Pit brokerage and clearing fees		2116,~~366~~517			2527,~~392~~385			4865,~~766~~283			4673,~~177~~562
Introducing broker commissions		4,~~814~~612			8,~~747~~818			1216,~~256~~868			1624,~~075~~893
Employee benefits and payroll taxes		21,~~467~~997			23,~~913~~882			46,~~301~~298			59,~~930~~812
Interest expense		~~1,083~~989			1,~~809~~394			23,~~449~~438			34,~~010~~404
Depreciation		~~757~~808			~~376~~604			12,~~360~~168			~~732~~1,336
Provision for bad debts		875,~~168~~260			~~109~~1,721			~~112~~118,~~901~~161			~~184~~1,905
Impairment loss on goodwill		~~714~~—			—			1,888			—
Other expenses		910,~~231~~806			8,~~180~~311			1829,~~505~~311			1423,~~724~~035
Total costs and expenses		~~143~~69,~~727~~462			6370,~~553~~418			~~234~~303,~~095~~557			~~116~~186,~~106~~524
Income (loss) from continuing operations before income tax (benefit) expense and minority interest		(8712,~~082~~002	)		2813,~~489~~171			(91103,~~898~~900	)		4962,~~570~~741
Minority interest		(~~234~~276	)		—(50	)		(~~355~~631	)		—(50	)
Income (loss) from continuing operations before income tax (benefit) expense		(8611,~~848~~726	)		2813,~~489~~221			(91103,~~543~~269	)		4962,~~570~~791
Income tax (benefit) expense		(363,~~633~~650	)		104,~~700~~850			(3842,~~483~~133	)		1823,~~650~~500
Net income (loss) from continuing operations		(508,~~215~~076	)		178,~~789~~371			(5361,~~060~~136	)		3039,~~920~~291
Loss from discontinued operations, net of tax		—			(~~5,673~~364	)		(131	)		(56,~~719~~083	)
Net income (loss)	$	(508,~~215~~076	)	$	128,~~116~~007		$	(5361,~~191~~267	)	$	2533,~~201~~208
Basic shares outstanding		27,~~923~~930			27,~~709~~894			27,~~918~~922			27,~~565~~676
Diluted shares outstanding		27,~~923~~930			29,~~104~~059			27,~~918~~922			28,~~940~~968
Basic earnings (loss) per share:
Continuing operations	$	(10.8029	)	$	0.6430		$	(12.9119	)	$	1.1242
Discontinued operations		—			(0.2001	)		—			(0.2122	)
Net income (loss)	$	(10.8029	)	$	0.4429		$	(12.9119	)	$	01.9120
Diluted earnings (loss) per share:
Continuing operations	$	(10.8029	)	$	0.6129		$	(12.9119	)	$	1.0736
Discontinued operations		—			(0.1901	)		—			(0.2021	)
Net income (loss)	$	(10.8029	)	$	0.4228		$	(12.9119	)	$	01.8715

See notes to consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009			February 29,2008
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	(5361,~~191~~267	)	$	2533,~~201~~208
Plus: Loss from discontinued operations		131			56,~~719~~083
Income (loss) from continuing operations		(5361,~~060~~136	)		3039,~~920~~291
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Provision for bad debts		~~112~~118,~~901~~161			~~184~~1,905
Depreciation		1,360			732
Depreciation and amortization		2,168			1,336
Impairment loss on goodwill		1,888			101
Gain on sale of exchange stock and trading rights		(6,~~444~~450	)		(23,~~930~~162	)
Gain on sale of other assets		—			(~~520~~923	)
Stock-based compensation		12,~~731~~365			~~753~~1,227
Equity in earnings of affiliates, net of distributions		~~(677~~2,095	)		(1,~~398~~770	)
Minority interest		(~~355~~631	)		—(50	)
Deferred income taxes		(46,~~591~~314	)		—(3,914	)
Excess tax benefit of stock option exercises		(14	)		(57,~~381~~632	)
Change in commodity accounts receivable/payable, marketable securities and customer segregated funds, net		(~~123~~106,~~936~~788	)		(~~126~~99,~~283~~861	)
Change in open contracts receivable/payable, net		(51,~~397~~202	)		29,~~429~~031
Decrease (increase) in counterparty deposits and trade accounts receivable		24,208			(63,140	)
Decrease in counterparty deposits and trade accounts receivable		22,900			708
Increase in income tax receivable		(4446,~~755~~535	)		—(7,514	)
Increase in other assets		(576	)		(7,511	)
(Decrease) increase in other assets		1,243			(396	)
Increase in trade accounts payable and advances		2310,~~209~~979			~~141,196~~696
(Decrease) increase in accrued expenses		(1719,~~894~~597	)		78,~~753~~250
Net cash used in operating activities		(9286,~~402~~868	)		(2362,~~095~~677	)
Cash flows from investing activities:
Purchase of equipment, furniture, software and improvements		(12,~~835~~252	)		(23,~~788~~538	)
Cash paid in connection with acquisitions of businesses, net of cash acquired		(12,~~220~~452	)		(6,725	)
Equity investment		(200	)		—
Return of equity investment		892			—
Proceeds (issuance) of notes receivable, net		52,727			(93,390	)
Collections from (issuance of) notes receivable, net		63,058			(20,683	)
Proceeds from the sale of exchange stock and trading rights		9,~~725~~957			34,~~498~~180
Proceeds from the sale of other intangibles		—			1,350
Purchase of exchange membership		(46	)		—
Proceeds from the sale of other intangibles		—			1,958
Purchase of other intangibles		—			(1,049	)
Net cash provided by (used in) investing activities		6068,~~089~~957			(9925,~~104~~857	)
Cash flows from financing activities:
(Payments) proceeds from note payable, net		(56,321	)		86,018
(Payments on) proceeds from notes payable, net		(65,349	)		37,569
Proceeds from issuance of subsidiary stock		2,325			—
Proceeds from issuance of subsidiary stock, net of costs		2,325			4,583
Proceeds from exercises of stock options		41			23,~~065~~651
Excess tax benefit of stock option exercises		14			57,~~381~~632
Treasury stock acquired		—			(11	)
Proceeds from subordinated debt		25,500			—15,000
Payments on subordinated debt		(500	)		—(15,000	)
Net cash (used in) provided by financing activities		(2837,~~941~~969	)		9353,~~453~~424
Cash flows used for discontinued operations:
Net cash (used in) provided by operating activities		(422	)		13,~~178~~085

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009			February 29,2008
	2009			2008
Net cash used in investing activities		(1,485	)		(1,711	)
Net cash used in discontinued operations		(1,907	)		(533	)
Net cash (used in) provided by discontinued operations		(1,907	)		1,374
Net decrease in cash and cash equivalents – unrestricted		(6357,~~161~~787	)		(2933,~~279~~736	)
Cash and cash equivalents – unrestricted – beginning of period		73,646			90,053
Cash and cash equivalents – unrestricted – end of period	$	1015,~~485~~859		$	6056,~~774~~317
Supplemental disclosures of cash flow information:
Interest paid	$	12,~~921~~489		$	24,~~985~~437
Income taxes paid	$	10,517		$	1320,~~614~~457

See notes to consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of FCStone Group, Inc. and subsidiaries (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and represent the consolidation of all companies in which the Company has a controlling interest. The Company has minority holdings in two entities, ~~both of~~ which are accounted for under the equity method. Certain information and ~~disclosures~~ disclosures normally included in comprehensive financial statements, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have been condensed or omitted pursuant to such rules and regulations, although the ~~Company~~ Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to ~~present~~ present fairly the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A, as amended, as filed with the Securities and Exchange Commission on ~~November~~May 1912, ~~2008~~2009.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS-UNRESTRICTED

Cash equivalents include highly liquid money market accounts not pledged to an exchange. Money market funds are stated at cost plus accrued interest, which approximates market value, and totaled $78.16 million and $60.6 million at ~~February~~May 2831, 2009 and August 31, 2008, respectively. The Company has an investment policy which limits the maximum amount invested in any one money market fund ~~and~~ and with any one counterparty ~~in order~~ to ~~attempt to~~ reduce risk of loss. The Company does not believe it is exposed to significant market or credit risk on cash and cash equivalents.

INVENTORIES

Grain inventories are carried at fair value, less costs of disposal, which is the net realizable value (“NRV”). NRV is determined by estimating selling prices in the applicable market location and related costs of disposal in the ordinary course of business. Grain inventories at February 28, 2009 consisted of corn and wheat, and are evidenced by warehouse receipts (see note 5).

OTHER REVENUE

Other revenue represents various ancillary revenue streams, including transportation -related income, profit-~~sharing~~share ~~financing~~ arrangements, ~~dividend income~~and ~~from~~patronage ~~exchange~~income ~~stock,~~in ~~gains~~our onFinancial ~~the~~Services ~~sale~~segment, ofdividend ~~exchange~~income, ~~stock~~income ~~and~~from ~~trading~~equity ~~rights~~investments and ~~earnings~~non-recurring ~~(losses) of unconsolidated affiliates~~items. InHistorically, ~~the~~income ~~six~~from ~~months~~non-recurring ~~ended~~items ~~February 28,~~have ~~2009~~included ~~other revenue includes~~ gains on the sale of exchange stock and ~~trading~~ ~~rights~~exchange ~~of $6.4 million~~seats, ~~equity~~special ~~earnings~~dividends ofand ~~unconsolidated~~litigation ~~affiliates of $0~~settlements.7 ~~million~~Other ~~and~~revenues ~~dividend~~for ~~income~~the ~~totaling~~three ~~$0.3~~and ~~million.~~nine ~~In the six~~ months ended ~~February~~May 2931, ~~2008,~~2009 ~~other revenue included gains on the sale of exchange common stock~~ and ~~trading~~2008 ~~rights~~consists of ~~$2.9~~the ~~million,~~following ~~equity~~components: ~~earnings of unconsolidated affiliates of $2.0 million, profit-share financing income of $0.8 million, transportation related income of $0.7 million and dividend income totaling $0.2 million.~~

INCOME TAXES


	Three Months Ended May 31, 2009			Three Months Ended May 31, 2008		Nine Months Ended May 31, 2009			Nine Months Ended May 31, 2008
Equity investments gains (losses)	$	(2,772	)	$	373	$	(2,095	)	$	2,342
Gain on sale of exchange seats/stock		7			232		6,451			3,161
Dividends and patronage		305			250		623			471
Transactional financing income		—			202		—			953
Transportation income		46			352		209			1,083
Other income		78			223		370			257

Total	$	(2,336	)	$	1,632	$	5,558		$	8,267

InDuring the ~~second~~three ~~quarter~~months ofended May 31, 2009, the Company ~~revised~~incurred ~~its~~a ~~estimated~~loss ~~annual~~realized ~~effective~~through ~~tax~~an equity ~~rate~~investment ~~to reflect a change~~ in ~~the~~FGDI, ~~combined~~LLC ~~federal~~(“FGDI”) ~~and~~of ~~state~~$2.8 ~~statutory~~million ~~rate~~relating ~~from 39.6%~~ to ~~41.5%.~~the ~~The~~settlement ~~effect~~by FGDI of ~~the~~a ~~change~~contractual indispute ~~the~~through ~~estimated~~litigation ~~annual~~in ~~effective~~June ~~tax~~2009. ~~rate~~As ~~was~~a tominority ~~increase~~investor, ~~income~~the ~~tax~~Company ~~benefit for~~did ~~the~~not ~~three~~have ~~and~~operational ~~six~~control ~~months~~of ~~ended~~FGDI ~~February 28,~~and ~~2009~~did bynot have ~~$0.5~~any ~~million,~~direct ofinvolvement ~~which~~in ~~$0.1~~the ~~million~~disputed ~~related~~commodity tocontracts, or the ~~first~~settlement ~~quarter,~~proceedings. ~~and~~The ~~$0.4~~Company ~~million~~is ~~was~~currently exploring a ~~result~~possible sale of ~~applying~~our ~~the~~remaining ~~expected~~25% ~~tax~~interest ~~rates~~in toFGDI ~~the~~and ~~deferred~~has ~~tax~~signed ~~balances~~a asnon-binding letter of ~~August 31,~~intent ~~2008.~~with the majority owner.

~~The~~INCOME ~~Company~~TAXES currently owns 25 percent of the outstanding partnership units of FGDI, LLC, (“FGDI”) which is currently undergoing an income tax examination by the Internal Revenue Service for tax year ended August 31, 2007. During the tax year ended August 31, 2007, the Company had a 70 percent ownership interest for three quarters of the year and 25 percent for the fourth quarter. Management believes that the outcome of this examination will not have a material adverse effect on the Company’s consolidated results of operations, financial condition, or cash flows.

In the third quarter of 2009, the Company revised its estimated annual effective tax rate to reflect a change in the combined federal and state statutory rate from 41.5% to 40.8%. The effect of the change in the estimated annual effective tax rate was to decrease income tax benefit for the three and nine months ended May 31, 2009 by $0.9 million, of which $0.7 million related to the first two quarters, and $0.2 million was a result of applying the expected tax rates to the deferred tax balances as of August 31, 2008.

The Company currently owns 25 percent of the outstanding partnership units of FGDI which is currently undergoing an income tax examination by the Internal Revenue Service for tax year ended August 31, 2007. During the tax year ended August 31, 2007, the Company had a 70 percent ownership interest for three quarters of the year and 25 percent for the fourth quarter. Management believes that the outcome of this examination will not have a material adverse effect on the Company’s consolidated results of operations, financial condition, or cash flows.

NEW ACCOUNTING PRINCIPLES

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141, “Business Combinations”. SFAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins ~~after~~ after December 15, 2008. WeThe doCompany does not expect adoption of this standard on September 1, 2009 will impact ~~our~~its consolidated financial condition, results of operations or cash flows as currently presented.

In December 2007, FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements—an amendment to ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards that require the ownership interest in subsidiaries held by parties other than the parent be clearly identified and presented in the consolidated balance sheets within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and the non-controlling interest be clearly identified and presented on the face of the consolidated statement of ~~earnings~~operations; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company is evaluating the impact that the adoption of SFAS 160 will have on its consolidated financial statements on September 1, 2009.

In May 2008, FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles. SFAS 162 becomes effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments AU Section 411 “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect that the adoption of SFAS 162 will have a significant impact on its consolidated financial statements.

In October 2008, the FASB issued Staff Position (“FSP”) SFAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” (“FSP 157-3”), which clarifies the application of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), in an inactive market and provides an example to demonstrate how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In April 2008, the FASB issued FSP SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP 142-3 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company is evaluating the impact the adoption of FSP 142-3 will have on its consolidated financial statements.

In December 2008, the FASB issued FSP SFAS No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP 132(R)-1”). FSP 132(R)-1 provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. FSP 132(R)-1 provides users with an understanding of (a) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (b) the major categories of plan assets; (c) the inputs and valuation techniques used to measure the fair value of plan assets; (d) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (e) significant concentrations of risk within plan assets. FSP 132(R)-1 is effective for fiscal years ending after December 15, 2009. The Company is evaluating the impact that the adoption of FSP 132(R)-1 on September 1, 2009 will have on the Company’s consolidated financial statements.

In ~~December~~April ~~2008~~2009, the FASB issued FSP ~~SFAS No. 132(R)~~157-14, “~~Employers’~~Determining ~~Disclosures~~Whether ~~about~~a Market is Not Active and a ~~Postretirement~~Transaction ~~Benefit~~Is ~~Plan~~Not ~~Assets~~Distressed” (“FSP ~~132(R)~~157-14”). FSP ~~132(R)~~157-14 ~~provides~~clarifies ~~guidance~~when onmarkets anare ~~employer’s~~illiquid ~~disclosures~~or ~~about~~that ~~plan~~market ~~assets~~pricing ofmay anot ~~defined~~actually ~~benefit~~reflect ~~pension~~the or“real” ~~other~~value ~~postretirement~~of ~~plan. FSP 132(R)-1 provides users with~~ an ~~understanding~~asset. ofIf (a~~) how~~ ~~investment~~market ~~allocation~~is ~~decisions~~determined ~~are~~to ~~made,~~be ~~including~~inactive ~~the~~and market ~~factors~~price ~~that~~is ~~are~~reflective ~~pertinent~~of toa andistressed ~~understanding~~price ofthen ~~investment~~an ~~policies~~alternative ~~and~~method ~~strategies;~~of ~~(b) the~~pricing ~~major~~can ~~categories~~be ofused, ~~plan~~such ~~assets;~~as ~~(c) the~~a ~~inputs~~present ~~and valuation~~value ~~techniques~~technique ~~used~~ to ~~measure~~estimate ~~the~~ fair value. ofFSP ~~plan~~157-4 ~~assets;~~identifies ~~(d) the~~factors ~~effect~~to ofbe ~~fair~~considered ~~value~~when ~~measurements~~determining ~~using~~whether ~~significant~~or ~~unobservable~~not ~~inputs~~a ~~(Level~~market 3)is inactive. onFSP ~~changes~~157-4 inwould ~~plan~~be ~~assets~~effective for ~~the~~interim ~~period;~~ and ~~(e) significant~~annual ~~concentrations~~periods ~~of risk~~ending ~~within~~after ~~plan~~June 15, ~~assets.~~2009, ~~FSP~~with ~~132(R)-1~~early isadoption ~~effective~~permitted for ~~fiscal~~periods ~~years~~ ending after ~~December~~March 15, 2009 and shall be applied prospectively. The Company is evaluating the impact ~~that~~ the adoption of FSP ~~132(R)~~157-14 ~~on September 1, 2009~~ will have on ~~the~~its ~~Company’s~~ consolidated financial statements.

In April 2009, the FASB ~~decided~~issued totwo ~~issue~~related Staff Positions: (1) FSP ~~157~~SFAS 115-e,2 ~~“Determining~~and ~~Whether~~SFAS a124-2, ~~Market~~“Recognition ~~is Not Active~~ and ~~a Transaction~~Presentation Isof ~~Not~~Other-Than-Temporary ~~Distressed~~Impairments”, (“FSP ~~157~~SFAS 115-e2 and SFAS 124-2”). and (2) FSP ~~157~~SFAS 107-e1 ~~clarifies~~and ~~when~~Accounting ~~markets~~Principles ~~are~~Board ~~illiquid~~(APB) 28-1, or“Interim ~~that~~Disclosures ~~market~~about ~~pricing~~Fair ~~may~~Value ~~not~~of ~~actually~~Financial ~~reflect~~Instruments”, ~~the~~ (“~~real~~FSP SFAS 107-1 and APB 28-1”), ~~value~~each of anwhich ~~asset.~~will Ifbe aeffective ~~market~~for isinterim ~~determined~~and toannual beperiods ~~inactive~~ending ~~and market~~after ~~price~~June 15, is2009. ~~reflective~~FSP ofSFAS a115-2 ~~distressed~~and SFAS ~~price~~124-2 ~~then~~modify anthe ~~alternative~~requirements ~~method~~for ofrecognizing ~~pricing~~other-than-temporarily ~~can~~impaired bedebt ~~used,~~securities ~~such~~and asrevise athe ~~present~~existing ~~value~~impairment ~~technique~~model tofor ~~estimate~~such ~~fair~~securities ~~value.~~by ~~FSP~~modifying ~~157-e~~the ~~identifies~~current ~~factors~~intent toand beability ~~considered~~indicator ~~when~~in determining whether ~~or not~~ a ~~market~~debt security is ~~inactive.~~ ~~FSP 157~~other-ethan-temporarily ~~would~~impaired. beFSP ~~effective~~SFAS ~~for~~107-1 ~~interim~~ and ~~annual~~APB ~~periods~~28-1 ~~ending~~enhance ~~after~~the ~~June 15,~~disclosure ~~2009,~~of ~~with~~instruments ~~early~~under ~~adoption~~the ~~permitted~~scope ~~for~~of ~~periods~~SFAS ~~ending~~157 ~~after~~for ~~March 15,~~both ~~2009~~interim and ~~shall~~annual ~~be applied prospectively~~periods. The Company is currently evaluating the impact of the adoption of ~~FSP~~these Staff ~~157-e~~Positions will have on its consolidated financial statements.

2In April 2009, the FASB issued FSP No. 141R-1 ~~COMMODITY~~“Accounting for ~~RECEIVABLES~~Assets ~~AND~~Acquired ~~PROVISION~~and ~~FOR~~Liabilities ~~BAD~~Assumed ~~DEBTS~~in a Business Combination That Arise from Contingencies” (“FSP 141R-1”). FSP 141R-1 amends the provisions in FASB Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. FSP 141R-1 eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in evaluating the impact of SFAS 141(R). The Company is currently evaluating the impact of the adoption of FSP 141R-1 will have on its consolidated financial statements.

~~The~~In ~~future~~May ~~collectibility~~2009, ofthe ~~receivables~~FASB ~~from~~issued ~~customers~~SFAS ~~can~~No. 165 be“Subsequent ~~impacted~~Events” by(“SFAS ~~the~~165”). ~~Company’s~~SFAS ~~collection~~165 ~~efforts,~~establishes ~~the~~general ~~financial stability~~standards of ~~its~~accounting ~~customers~~for and disclosure of events that occur after the balance ~~general~~sheet ~~economic~~date ~~climate~~but inbefore ~~which~~financial itstatements ~~operates~~are issued or are available to be issued. SFAS 165 sets forth (1) The ~~Company~~period ~~evaluates~~after ~~receivables~~the ~~that~~balance itsheet ~~believes~~date during which management of a reporting entity should evaluate events or transactions that may ~~become~~occur ~~uncollectible~~for ~~through~~potential ~~reviewing~~recognition ~~daily~~or ~~margin~~disclosure ~~deficit~~in ~~reports~~the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the ~~historical~~balance ~~daily~~sheet ~~aging~~date ofin ~~our receivables~~its financial statements and (3) The bydisclosures ~~monitoring~~that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial ~~strength~~periods ofending ~~its~~after ~~customers~~June 15, ~~and~~2009. ~~may~~The ~~unilaterally~~Company ~~close~~is ~~customer~~evaluating ~~trading~~the impact ~~positions~~the inadoption ~~certain~~of ~~circumstances~~SFAS 165 will have on its consolidated financial statements.

~~For~~In ~~the~~June ~~three months ended February 28,~~ 2009, the ~~Company~~FASB ~~recorded~~issued aSFAS ~~charge~~No. 166 “Accounting tofor ~~earnings~~Transfers of ~~$86.3~~Financial ~~million,~~Assets—an toamendment ~~increase~~of ~~the~~FASB ~~allowance~~Statement ~~for~~No. 140” ~~bad~~(“SFAS ~~debts~~166”). ~~for~~SFAS ~~losses~~166 ~~incurred~~improves the relevance, ~~net~~representational offaithfulness, ~~expected~~and ~~recoveries~~comparability of ~~$16.0~~the ~~million, resulting~~information ~~from~~that a reporting ~~customer~~entity ~~deficit~~provides ~~account~~in ~~within~~its ~~the~~financial ~~Clearing~~statements ~~and~~about ~~Execution~~a ~~Services~~transfer ~~(“CES”)~~of ~~segment.~~financial ~~The~~assets; ~~loss~~the ~~relates~~effects ~~primarily~~of toa antransfer ~~incremental~~on ~~increase~~its infinancial ~~the~~position, ~~deficit~~financial ~~position~~performance, ~~arising~~and ~~during~~cash ~~the~~flows; ~~second~~and ~~quarter~~a oftransferor’s ~~fiscal~~continuing ~~2009~~involvement, asif aany, in ~~result~~transferred offinancial ~~additional~~assets. ~~market~~SFAS ~~changes~~166 onis aeffective ~~significant~~as ~~energy~~of ~~trading~~the ~~account~~beginning inof ~~which~~each ~~recovery~~reporting ~~from~~entity’s ~~the~~first ~~customer~~annual isreporting ~~not~~period ~~expected~~that begins after November 15, as2009, ~~well~~for asinterim ~~the~~periods ~~sale~~within ~~premium~~that ~~(see~~first ~~below).~~annual ~~The~~reporting ~~Company~~period ~~previously~~and ~~recorded~~for interim aand ~~charge~~annual ofreporting ~~$20~~periods thereafter.0 ~~million~~The toCompany ~~the~~is ~~provision~~evaluating ~~for bad~~the ~~debts~~impact ~~relating~~the toadoption ~~this~~of ~~account~~SFAS ~~during~~166 ~~the~~will ~~three~~have ~~months~~on ~~ended~~its ~~November 30,~~consolidated ~~2008~~financial statements.

OnIn ~~March 12,~~June 2009, the ~~Company~~FASB ~~transferred~~ issued SFAS No. 167 “Amendments to aFASB ~~third~~Interpretation ~~party~~No. 46(R)” ~~substantially~~(“SFAS ~~all~~167”). ofSFAS ~~the~~167 ~~derivative~~improves financial ~~positions~~reporting ~~and~~by ~~remaining~~enterprises ~~liability~~involved ~~related~~with variable interest entities and to address (1) the ~~energy~~effects ~~trading~~on ~~customer~~certain ~~account~~provisions ~~which~~of ~~had~~FASB ~~experienced~~Interpretation ~~the losses~~No. 46 ~~The~~(revised ~~transfer~~December of2003), ~~the~~“Consolidation ~~positions~~of ~~eliminates~~Variable ~~all~~Interest ~~material~~Entities”, ~~future~~as ~~exposure to~~a ~~additional~~result ~~losses~~of ~~resulting~~the ~~from~~elimination of the ~~account.~~qualifying special-purpose Weentity ~~expect~~concept ~~the~~in ~~total~~SFAS ~~provision~~166 ~~for~~and ~~bad~~(2) constituent ~~debts~~concerns ~~related~~about tothe ~~this~~application ~~energy~~of ~~account~~certain tokey ~~total~~provisions ~~$110.7~~of ~~million~~Interpretation 46(R), including those in which the ~~recognition~~accounting ofand disclosures under the Interpretation do not always provide timely and useful information about an ~~additional~~enterprise’s $5involvement in a variable interest entity.2 ~~million~~SFAS in167 is effective as of the ~~three~~beginning ~~months~~of ~~ending~~each ~~May~~reporting entity’s first annual reporting period that begins after November 3115, ~~2009~~ ~~resulting~~2009, ~~from~~for aninterim ~~increase~~periods inwithin ~~the~~that ~~account~~first ~~deficit~~annual ~~between~~reporting ~~February 28~~period, ~~2009~~and for interim and ~~the~~annual ~~transfer~~reporting ~~date~~periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its consolidated financial statements.

The account was introduced through an introducing broker relationship, with that broker contractually responsible for fifty percent of all account deficits as determined in accordance with the terms of the agreement. The Company has entered into a note receivable with the introducing broker, secured by its future revenue stream, which comprises commissions collected by the Company, and for which the Company controls disbursement. The Company is uncertain as to the full collectibility of the contractual amount from the introducing broker and customer, and has included the deficit amount of $91.4 million as of February 28, 2009 and a $31.0 million cost of sale premium to transfer primarily all of the account positions and remaining liability to a third-party, net of the expected recoveries from the customer and introducing broker of $16.0 million, in its determination of the estimated allowance.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s consolidated financial statements.

RECLASSIFICATIONS

As of May 31, 2009, certain balances for the prior period have been reclassified to conform to the current period presentation. These include the reclassification of $3.3 million of accounts receivable and $8.3 million of goodwill and intangible assets which were originally reported as components of other assets and were reclassified to counterparty deposits and trade accounts receivable and goodwill and intangible assets in the consolidated statement of financial condition as of August 31, 2008, respectively.

During the three and nine months ended May 31, 2009, certain balances for prior periods have been reclassified to conform to current period presentations. These include the reclassification of $1.7 million and $2.2 million from the commissions and clearing fees category to the service, consulting and brokerage fees category on the consolidated statements of operations for the three and nine months ended May 31, 2008, respectively.

2. COMMODITY RECEIVABLES AND PROVISION FOR BAD DEBTS

The future collectibility of receivables from customers can be impacted by the Company’s collection efforts, the financial stability of its customers and the general economic climate in which it operates. The Company attempts to mitigate these risks by monitoring the size, tenor and liquidity of customer positions. The Company evaluates receivables that it believes may become uncollectible by monitoring the financial strength of the customer, reviewing daily and intra-day margin deficit reports, and the historical daily aging of receivables and may unilaterally close customer trading positions in certain circumstances.

For the three months ended May 31, 2009, the Company recorded a charge to earnings of $5.2 million, to increase the allowance for bad debts for losses incurred resulting from a customer deficit account within the Clearing and Execution Services (“CES”) segment. On March 12, 2009, the Company transferred to a third party substantially all of the derivative financial positions and remaining liability related to the energy trading customer account which had experienced the losses. The transfer of the positions eliminates all material future exposure to additional losses resulting from the account. The Company previously recorded a charge to the provision for bad debts relating to this account of $106.3 million, net of expected recoveries of $16.0 million, during the six months ended February 28, 2009. The loss recorded in the three months ended May 31, 2009 relates primarily to an incremental increase in the account deficit between February 28, 2009 and March 12, 2009, the transfer date. The total provision for bad debts related to this specific energy trading customer account totaled $111.5 million.

The following is a summary of the allowance for uncollectible accounts:

(in thousands)	Six MonthsEndedFebruary 28,2009
	Nine MonthsEndedMay 31, 2009
Balance, beginning of period	$	3,582
	(in thousands)
Provision for bad debts		112,901
Balance, August 31, 2008	$	3,582
Provision for bad debts		118,161
Deductions:
Charge-offs		(9	)
Recoveries		—
Balance, February 28, 2009	$	116,474
Balance, May 31, 2009	$	121,734

The allowance for uncollectible accounts reflected in the table above includes the $31.0 million cost of sale premium charged to effect the transfer, which is due back from the energy trading account.

3. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company accounts for derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), as amended. SFAS No. 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated statement of financial condition. Gains and losses on the derivative instruments that are not designated as hedges must be adjusted to fair value through current earnings. The Company has not historically applied hedge accounting for any derivative instrument for which the Company holds an interest. The Company acts as a principal and clearing and execution provider of derivative instruments and does not generally hold speculative positions or positions to hedge against activities outside of these services.

The Company, through FCStone LLC (“FCStone”), provides clearing and execution of exchange-traded futures and options for middle-market intermediaries, end-users, producers of commodities and the institutional and professional trader market segments. FCStone is a registered Futures Commission Merchant, clearing on various exchanges. FCStone’s primary source of revenue is commissions derived from executing and clearing orders for commodity futures contracts and options on behalf of its customers. Due to the nature of commodity futures contracts and options, transactions in these financial instruments are performed on a margin basis. In order to manage the risk on these margin transactions, FCStone requires its customers to collateralize their positions by cash and securities, subject to various regulatory and internal margin requirements. Management has considered guidance in FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125 (“SFAS 140”) as it relates to assets pledged by customers to margin their accounts. Based on a review of the agreements with the customer, management believes a legal basis exists to support that the transferor surrenders control over those assets if all of the following three conditions are met: (a) the transferred assets have been isolated from the transferor—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (b) each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or holder) from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor and (c) The transferor does not maintain effective control over the transferred assets through either (1) an agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity or (2) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call. Under this guidance, the Company reflects the customer collateral assets and corresponding liabilities in the Company’s consolidated statement of financial condition.

The Company, through FCStone Trading, LLC, brokers OTC option and commodity swap contracts between customers and external counterparties. The contracts are generally arranged on an offsetting basis, limiting our risk to performance of the two offsetting parties. The contracts are recorded at fair value, with the changes recorded in earnings, however, the offsetting nature of the contracts essentially eliminates the effects of market fluctuations on the Company’s operating results. Due to our role as a principal participating in both sides of these contracts, the amounts are presented gross on the consolidated statements of financial condition at their respective fair values, net of offsetting assets and liabilities. In applying FASB Interpretation No. 39, “Offsetting of Amounts

Related to Certain Contracts” (“FIN No. 39”)FIN No. 39, the Company’s accounting policy is such that open contracts with the same customer or counterparty are netted at the account level, in accordance with master netting arrangements in place with each party, as applicable. FSP FIN No. 39-1, “Amendment of FASB Interpretation No. 39” (“FSP 39-1”) amends paragraph 3 ~~of FIN No~~. 39 toDERIVATIVE ~~replace~~INSTRUMENTS ~~the~~AND ~~terms~~HEDGING ~~conditional~~ACTIVITIES contracts and exchange contracts with the term derivative instruments as defined in SFAS No. 133. It also amends paragraph 10 of FIN No. 39 to permit a reporting entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement that have been offset in accordance with that paragraph. In applying FSP 39-1, the Company’s accounting policy is such that rights to reclaim cash collateral or obligations to return cash collateral are netted against fair value amounts recognized for derivative instruments with the same counterparty in accordance with the master netting arrangements in place with each counterparty.

The Company, ~~through~~accounts ~~FCStone~~for ~~Forex,~~derivative ~~LLC,~~instruments ~~brokers~~in ~~foreign~~accordance ~~exchange~~with ~~forwards,~~SFAS ~~options and cash~~No. 133, or“Accounting ~~spot,~~for ~~transactions~~Derivative ~~between customers~~Instruments and ~~external~~Hedging Activities” ~~counterparties~~(“SFAS No. 133”), Aas ~~portion~~amended. ofSFAS ~~the~~No. 133 ~~contracts~~requires ~~are~~companies ~~arranged on an offsetting basis, limiting our risk~~ to ~~performance~~recognize ofall ~~the~~derivative ~~two~~instruments ~~offsetting~~as ~~parties.~~either ~~The~~assets ~~contracts~~or ~~are~~liabilities ~~recorded~~ at fair value, ~~with the changes recorded~~ in ~~earnings, however,~~ the ~~offsetting~~consolidated ~~nature~~statement of ~~the~~financial ~~contracts~~condition. ~~eliminates~~Gains ~~the~~and losses ~~effects of market fluctuations~~ on the ~~Company’s~~derivative ~~operating~~instruments ~~results.~~that ~~Due~~are tonot ~~our~~designated ~~role~~ as ahedges ~~principal~~must ~~participating~~be inadjusted ~~both~~to ~~sides~~fair ofvalue ~~these~~through ~~contracts,~~current ~~the~~earnings. ~~amounts~~The ~~are~~Company ~~presented~~has ~~gross~~not ~~on the~~historically ~~consolidated~~applied ~~statements~~hedge ofaccounting ~~financial~~for ~~condition~~any atderivative ~~their~~instrument ~~respective~~for ~~market~~which ~~values,~~the ~~net~~Company ofholds ~~offsetting~~an interest. ~~assets~~The ~~and~~Company ~~liabilities.~~acts Inas ~~applying~~a ~~FIN~~principal ~~No. 39,~~and ~~the~~clearing ~~Company’s~~and ~~accounting~~execution ~~policy~~provider isof ~~such~~derivative ~~that~~instruments ~~open~~and ~~contracts~~does ~~with~~not ~~the~~generally ~~same~~hold ~~customer~~speculative ~~or counterparty~~positions ~~are~~for ~~netted~~its atown ~~the~~ account ~~level,~~or inpositions ~~accordance~~to ~~with~~hedge ~~master~~against ~~netting~~activities ~~arrangements~~outside inof ~~place~~these ~~with each party, as applicable~~services.

The Company, through FCStone, LLC (“FCStone”), provides clearing and execution of exchange-traded futures and options for middle-market intermediaries, end-users, producers of commodities and the institutional and professional trader market segments. FCStone is a registered Futures Commission Merchant, clearing on various exchanges. FCStone’s primary source of revenue is commissions derived from executing and clearing orders for commodity futures contracts and options on behalf of its customers. Due to the nature of commodity futures contracts and options, transactions in these financial instruments are performed on a margin basis. In order to manage the risk on these margin transactions, FCStone requires its customers to collateralize their positions by cash and securities, subject to various regulatory and internal margin requirements. Management has considered guidance in FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125 (“SFAS 140”) as it relates to assets pledged by customers to margin their accounts. Based on a review of the agreements with the customer, management believes a legal basis exists to support that the transferor surrenders control over those assets if all of the following three conditions are met: (a) the transferred assets have been isolated from the transferor—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (b) each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or holder) from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor and (c) the transferor does not maintain effective control over the transferred assets through either (1) an agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity or (2) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call. Under this guidance, the Company reflects the customer collateral assets and corresponding liabilities in the Company’s consolidated statement of financial condition.

The Company, through FCStone Forex, LLC, brokers foreign exchange forwards, options and cash, or spot, transactions between customers and external counterparties. A portion of the contracts are arranged on an offsetting basis, limiting our risk to performance of the two offsetting parties. The contracts are recorded at fair value, with the changes recorded in earnings, however, the offsetting nature of the contracts eliminates the effects of market fluctuations on the Company’s operating results. Due to our role as a principal participating in both sides of these contracts, the amounts are presented gross on the consolidated statements of financial condition at their respective market values, net of offsetting assets and liabilities.

FCStone Trading and FCStone Forex also hold proprietary positions in the OTC and Forex lines of business. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our customer. These forwards, options, swap and spot contracts are accounted for as free-standing derivatives and reported in the consolidated statements of financial condition at their fair values. The changes in fair value during the period are recorded in earnings as a component of service, consulting and brokerage fees. Fair values are based on pricing models intended to approximate the amounts that would be received from or paid to a third party in settlement of the contracts.

In addition, with OTC transactions, we are at the risk that a counterparty will fail to meet its obligations when due. We would then be exposed to the risk that a settlement of a transaction which is due to a customer will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark to market our positions held with each counterparty on a daily basis. We carry trade credit insurance in amount in excess of the exposure to each counterparty and will adjust levels of insurance or positions with a given counterparty based on the exposure to that counterparty.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The Company adopted the disclosure requirements of this statement for its second fiscal quarter ended February 28, 2009.

See footnotes 4 and 20 for additional information about the fair value of financial instruments held, and the Company’s exposure to credit risk on derivative instruments.

In addition, with OTC transactions, the Company is at risk that a counterparty will fail to meet its obligations when due. The Company would then be exposed to the risk that a settlement of a transaction which is due to a customer will not be collected from the respective counterparty with which the transaction was offset. The Company continuously monitors the credit quality of its respective counterparties and marks to market its positions held with each counterparty on a daily basis. The Company carries trade credit insurance in amounts in excess of the exposure to each counterparty and will adjust levels of insurance or positions with a given counterparty based on the exposure to that counterparty.

In applying FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FIN No. 39”), the Company’s accounting policy is such that open contracts with the same customer or counterparty are netted at the account level, in accordance with master netting arrangements in place with each party, as applicable. FSP FIN No. 39-1, “Amendment of FASB Interpretation No. 39” (“FSP 39-1”) amends paragraph 3 of FIN No. 39 to replace the terms conditional contracts and exchange contracts with the term derivative instruments as defined in SFAS No. 133. It also amends paragraph 10 of FIN No. 39 to permit a reporting entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement that have been offset in accordance with that paragraph. In applying FSP 39-1, the Company’s accounting policy is such that rights to reclaim cash collateral or obligations to return cash collateral are netted against fair value amounts recognized for derivative instruments with the same counterparty in accordance with the master netting arrangements in place with each counterparty.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The Company adopted the disclosure requirements of this statement for its second fiscal quarter ended February 28, 2009.

See Notes 4 and 18 for additional information about the fair value of financial instruments held, and the Company’s exposure to credit risk on derivative instruments.

The following table presents the fair value of the Company’s derivative instruments and consolidated statement of financial condition location.

Derivatives Not Designated as Hedging Instruments (1)	Asset ~~Derivatives~~DerivativesMay 31										~~Liability Derivatives~~	Liability DerivativesMay 31
(Dollars in thousands)	~~February 28,~~ 2009					~~February 29, 2008~~	2008				~~February 28, 2009~~	2009		~~February 29, 2008~~			2008
	BalanceSheetLocation		~~FairValue~~	FairValue		~~BalanceSheetLocation~~	BalanceSheetLocation	~~FairValue~~		FairValue	~~BalanceSheetLocation~~	~~FairValue~~BalanceSheetLocation		~~BalanceSheetLocation~~Fair Value		~~FairValue~~	BalanceSheetLocation		FairValue
OTC commodity contracts	(2)	)	$	~~869,807~~$	484,492	~~(3)~~	(3	$)	~~1,252,298~~	$	~~(2)~~1,353,233	$(2	~~877,744~~)	~~(3)~~$	473,685	$	~~1,255,609~~(3	)	$	1,370,853
Exchange-traded commodity contracts	(4)	)		~~10,826,562~~	3,617,619	~~(4)~~	(4	)	~~10,776,023~~		~~(4)~~16,470,803	(4	~~12,036,658~~)	~~(4)~~	3,719,160		~~13,747,032~~(4	)		18,464,236
OTC foreign exchange contracts	(5)	)		~~1,610,516~~	736,620	~~(6)~~	(6	)	~~41,520~~		~~(5)~~57,345	(5	~~1,293,807~~)	~~(6)~~	736,135		~~41,520~~(6	)		49,638
Exchange-traded foreign exchange contracts	(4)	)		~~1,276,320~~	1,349,942	~~(4)~~	(4	)	~~1,813,968~~		~~(4)~~1,139,620	(4	~~1,510,576~~)	~~(4)~~	1,463,528		~~1,850,819~~(4	)		1,054,033
Equity contracts	(4)	)		~~641,340~~	320,345	~~(4)~~	(4	)	~~960,986~~		~~(4)~~275,550	(4	~~217,489~~)	~~(4)~~	102,145		~~328,326~~(4	)		168,147
Interest rate contracts	(4)	)		~~1,915~~	1,001	~~(4)~~	(4	)	~~643~~		~~(4)~~386	(4	~~1,114~~)	~~(4)~~	2,064		~~5,590~~(4	)		214
Total Derivatives			$	~~15,226,460~~$	6,510,019			$	~~14,845,438~~	$	19,296,937	$	~~15,937,388~~	$	6,496,717	$	~~17,228,896~~		$	21,107,121

(1) As ~~February~~of 28May 31, 2009 and ~~February 29,~~ 2008, the Company’s derivative contract volume for open positions was approximately 65,~~177~~034 and 910,~~943~~225 contracts, respectively. The Company applies FIN No. 39 for financial statement presentation purposes such that open contracts with the same customer or counterparty are netted at the individual customer account level, in accordance with master netting agreements in place with each party.

(2) As of February 28, 2009, OTC commodity contracts presented in open contracts receivable of $236,742 includes gross derivative asset contracts of $370,434, net of gross derivative liability contracts of $133,692. As of February 28, 2009, OTC commodity contracts presented in open contracts payable of $244,679 includes gross derivative liability contracts of $744,052, net of gross derivative asset contracts $499,373.

(3) As of February 29, 2008, OTC commodity contracts presented in open contracts receivable of $392,508 includes gross derivative asset contracts of $948,594, net of gross derivative liability contracts of $564,011. As of February 29, 2008, OTC commodity contracts presented in open contracts payable of $395,819 includes gross derivative liability contracts of $691,598, net of gross derivative asset contracts $303,704.

(4) Derivative assets and liabilities are included in commodity deposits and receivables-commodity exchanges and clearing organizations-customer segregated, commodity deposits and receivables-proprietary commodity accounts and commodity and customer regulated accounts payable on the consolidated statement of financial condition.

(5) As of February 28, 2009, OTC foreign exchange contracts presented in open contracts receivable of $26,153 includes gross derivative asset contracts of $1,610,510, net of gross derivative liability contracts of $1,291,078. In accordance with agreements with counterparties, the Company is allowed to periodically take advances against its open trade fair value. The Company’s advances on the fair value of their derivative contracts totaled $293,285 as of February 28, 2009. As of February 28, 2009, OTC foreign exchange contracts presented in open contracts payable includes $2,729 in derivative liability contracts, which is net of liability contracts presented in open contracts receivable.

(6) As of February 29, 2008, OTC foreign exchange contracts presented in open contracts receivable of $867 includes gross derivative asset contracts of $33,595, net of gross derivative liability contracts of $32,728. As of February 29, 2008, OTC foreign exchange contracts presented in open contracts payable includes $867 in derivative liability contracts, which is net of liability contracts presented in open contracts receivable.

~~The~~(2) ~~following~~As ~~table~~of ~~presents~~May ~~the~~31, ~~impact~~2009, ofOTC ~~derivative~~commodity ~~instruments~~contracts onpresented ~~the~~in ~~consolidated~~open ~~statement~~contracts receivable of ~~operations.~~ ~~The~~$166,952 ~~Company~~includes ~~did~~gross ~~not~~derivative ~~designate~~asset ~~any~~contracts ~~derivatives~~of as$222,460, ~~hedging~~net ~~instruments~~of ~~for~~gross ~~the~~derivative ~~three~~liability ~~and~~contracts ~~six~~of ~~months~~$55,508. ~~ended~~As ~~February 28~~of May 31, 2009, ~~and~~OTC ~~February 29~~commodity contracts presented in open contracts payable of $156,145 ~~2008~~includes gross derivative liability contracts of $418,177, ~~respectively.~~net of gross derivative asset contracts $262,032.

Derivatives Not Designated as Hedging Instruments	Location ofGain (Loss)Recognized inIncome onDerivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended,					Six Months Ended,
(Dollars in thousands)		February 28,2009			February 29,2008		February 28,2009			February 29,2008
OTC commodity contracts	(1)	$	(17	)	$	4,126	$	(2,233	)	$	4,057
Foreign exchange contracts	(1)		3,873			455		8,592			455
Total		$	3,856		$	4,581	$	6,359		$	4,512

(3)

As of May 31, 2008, OTC commodity contracts presented in open contracts receivable of $384,573 includes gross derivative asset contracts of $824,754, net of gross derivative liability contracts of $440,181. As of May 31, 2008, OTC commodity contracts presented in open contracts payable of $402,193 includes gross derivative liability contracts of $930,672, net of gross derivative asset contracts $528,479.

(14) ~~Gain~~Derivative ~~(loss)~~assets ~~recognized~~and inliabilities ~~income on derivatives~~ are included in ~~revenues~~commodity ~~within~~deposits ~~the~~and ~~service~~receivables-commodity exchanges and clearing organizations-customer segregated, ~~consulting~~commodity deposits and ~~brokerage~~receivables-proprietary ~~fees~~commodity accounts and ~~interest~~commodity ~~lines~~and customer regulated accounts payable on the consolidated statement of ~~operations~~financial condition.

(5)

As of May 31, 2009, OTC foreign exchange contracts presented in open contracts receivable of $8,592 includes gross derivative asset contracts of $736,620, net of gross derivative liability contracts of $728,028. As of May 31, 2009, OTC foreign exchange contracts presented in open contracts payable of $8,107 includes gross derivative liability contracts of $736,135.

(6)	As of May 31, 2008, OTC foreign exchange contracts presented in open contracts receivable of $7,707 includes gross derivative asset contracts of $57,345, net of gross derivative liability contracts of $49,638.

The following table presents the impact of derivative instruments on the consolidated statement of operations. The Company did not designate any derivatives as hedging instruments for the three and nine months ended May 31, 2009 and 2008, respectively.


Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives		Amount of Gain (Loss) Recognized in Income on Derivatives
			Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in thousands)			2009			2008		2009			2008
OTC commodity contracts	(1	)	$	(151	)	$	3,584	$	(2,384	)	$	7,641
Foreign exchange contracts	(1	)		1,809			1,712		10,931			2,167

Total			$	1,658		$	5,296	$	8,547		$	9,808

(1)	Gain (loss) recognized in income on derivatives are included in revenues within service, consulting and brokerage fees on the consolidated statement of operations.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

On September 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has applied SFAS No. 157 to all financial instruments that are required to be reported at fair value.

In accordance with SFAS FSP 157-2, “Effective Date of FASB Statement No. 157,” (“FSP No. 157-2”) the Company elected to defer application of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis until ~~April~~September 1, 2009.

Cash equivalents, marketable securities and derivative financial instruments are carried at fair value and are classified and disclosed in the following categories:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 1 consists of financial instruments whose fair values are estimated using quoted market prices. Included in Level 1 are money market funds, U.S. government securities and federal agency obligations, as well as futures and options contracts traded on national exchanges and over-the-counter (“OTC”) swaps and options contracts using quoted prices from national exchanges in which the Company executes transactions for customer and proprietary accounts.

Level 2 – Quoted prices for identical or similar assets or liabilities in markets that are less active, that is, markets in which there are few transactions for the asset or liability that are observable for substantially the full term. Included in Level 2 are those financial instruments for which fair values are estimated using models or other valuation methodologies. These models are primarily industry-standard models that consider various observable inputs, including time value, yield curve, volatility factors, observable current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Financial instruments in this category include certificates of deposits, fixed income instruments including corporate debt and OTC forwards, swaps, and options.

Level 32 – ~~Prices~~Quoted prices for identical or ~~valuation~~similar ~~techniques~~assets ~~that~~or ~~require~~liabilities ~~inputs~~in markets that are ~~both~~less active, ~~significant~~that tois, ~~the~~markets ~~fair value~~in ~~measurement~~which ~~and~~there ~~unobservable~~are ~~(i.e.,~~few ~~supported~~transactions byfor ~~little~~the asset or noliability ~~market~~that ~~activity)~~are observable for substantially the full term. ~~Level~~Included 3in isLevel ~~comprised~~2 ofare those financial instruments ~~whose~~for which fair ~~value~~values isare estimated ~~based~~using onmodels ~~internally~~or other ~~developed~~valuation methodologies. These models orare ~~methodologies~~primarily ~~utilizing~~industry-standard ~~significant~~models that consider various observable inputs, ~~that are~~including ~~not~~time ~~readily~~value, yield curve, volatility factors, observable ~~from~~current ~~objective~~market ~~sources.~~and ~~Financial~~contractual ~~instruments~~prices ~~that~~for ~~fall~~the ~~within~~underlying financial ~~Level~~instruments, 3as ~~are~~well ~~weather~~as ~~contingent~~other ~~derivatives~~relevant economic measures. ~~Weather~~Financial ~~derivative~~instruments ~~structures~~in ~~have~~this acategory ~~contingency~~include ~~component~~certificates ~~piece~~of ~~that~~deposits, isfixed ~~valued~~income ~~using~~instruments ~~inputs~~including ~~that~~corporate ~~are~~debt ~~not~~and ~~readily observable~~OTC forwards, swaps, and options.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Level 3 is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are not readily observable from objective sources. Financial instruments that fall within Level 3 are weather and lumber derivatives. Weather and lumber derivatives are stated at fair value based on dealer quotes.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A market is active if there are sufficient transactions on an ongoing basis to provide current pricing information for the asset or liability, pricing information is released publicly, and price quotations do not vary substantially either over time or among market makers. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. SFAS No. 157 requires the Company to consider counterparty credit risk of all parties to outstanding derivative instruments that would be considered by a market participant in the transfer or settlement of such contracts (exit price). The Company’s exposure to credit risk on derivative financial instruments relates to the portfolio of OTC derivative contracts as all exchange-traded contracts held can be settled on an active market with the credit guarantee by the respective exchange. The Company requires each counterparty to deposit margin collateral for all OTC instruments and is also required to deposit margin collateral with counterparties. The Company has assessed the nature of these deposits and used its discretion to adjust each based on the underlying credit considerations for the counterparty and determined that the collateral deposits minimize the exposure to counterparty credit risk in the evaluation of the fair value of OTC instruments as determined by a market participant.

In determining the appropriate fair value hierarchy levels, the Company has performed an analysis of the financial assets and liabilities that are subject to fair value reporting under applicable GAAP.

The following table summarizes the Company’s financial assets and liabilities as of ~~February~~May 2831, 2009, by level within the fair value hierarchy:

	Level 1			Level 2	~~Level 2~~		Level 3	~~Level 3~~		Total as ofMay 31,2009	~~Total as ofFebruary 28,2009~~
	(in thousands)
Assets
Cash and cash equivalents – unrestricted
Money market funds	$	78,~~123~~647		$	$—	—	$	$—	—	$	$8,647	~~7,123~~
	$	78,~~123~~647		$	$—	—	$	$—	—	$	$8,647	~~7,123~~
Commodity exchange and clearing organization deposits (1)
Money market funds	$	1362,~~303,350~~197		$	$—	—	$	$—	—	$	$362,197	~~1,303,350~~
U.S. government securities and federal agency obligations		1316,~~120,978~~418			—	—		—	—		316,418	~~1,120,978~~
Futures and option contracts on national exchanges		~~(706~~143,~~488~~738	)		—	—		—	—		143,738	~~(706,488~~	)
	$	1822,~~717,840~~353		$	$—	—	$	$—	—	$	$822,353	~~1,717,840~~
Proprietary commodity accounts (2)
Money market funds	$	~~328~~249,~~857~~201		$	$—	—	$	$—	—	$	$249,201	~~328,857~~
U.S. government securities and federal agency obligations		927,~~487~~746			—	—		—	—		27,746	~~9,487~~
Corporate bonds		—			5,127	~~5,107~~		—	—		5,127	~~5,107~~
Futures and option contracts on national exchanges		1016,~~155~~547			—	—		—	—		16,547	~~10,155~~
	$	~~348~~293,~~499~~494		$	$5,127	~~5,107~~	$	$—	—	$	$298,621	~~353,606~~
Marketable securities – customer segregated and other (3)
U.S. government securities and federal agency obligations	$	400			$	65,500		$	—		$	65,900
Certificates of deposits		—				10,000			—			10,000
	$	400			$	75,500		$	—		$	75,900

Marketable securities – customer segregated and other (3)
U.S. government securities and federal agency obligations	$	1,060	$	—	$	—	$	1,060
Certificates of deposits		—		15,002		—		15,002
	$	1,060	$	15,002	$	—	$	16,062
Open contracts receivable
Foreign currency derivative instruments	$	—	$	268,~~153~~592	$	—	$	268,~~153~~592
Other OTC derivative instruments		7359,~~456~~352		~~162~~106,~~576~~735		~~710~~865		~~236~~166,~~742~~952
	$	7359,~~456~~352	$	~~188~~115,~~729~~327	$	~~710~~865	$	~~262~~175,~~895~~544
Total assets at fair value	$	21,~~147~~184,~~318~~906	$	~~269~~135,~~336~~456	$	~~710~~865	$	21,~~417~~321,~~364~~227
Liabilities
Open contracts payable
Foreign currency derivative instruments	$	—	$	28,~~729~~107	$	—	$	28,~~729~~107
Other OTC derivative instruments		8249,~~700~~208		~~161~~106,~~269~~076		~~710~~861		~~244~~156,~~679~~145
	$	8249,~~700~~208	$	~~163~~114,~~998~~183	$	~~710~~861	$	~~247~~164,~~408~~252
Total liabilities at fair value	$	8249,~~700~~208	$	~~163~~114,~~998~~183	$	~~710~~861	$	~~247~~164,~~408~~252

(1)	The Company excludes exchange settlements from the fair value of Commodity exchange and clearing organization deposits.

(2)	The Company excludes cash collateral deposits with counterparties and exchange settlements from the fair value of Proprietary commodity accounts.

(3) The Company excludes U.S government securities classified as held-to-maturity, of $0.63 million, from the fair value of Marketable securities.

The amount of unrealized gains and losses ~~included in income~~ attributable to the change in unrealized gains and losses relating to assets or liabilities still held at the end of the period are reported in “Service, consulting and brokerage fees” ~~revenues~~ in the Consolidated Statements of Operations. As it relates to OTC derivative instruments, the Company generally maintains a matched book, which means positions with customers are generally offset with opposite transactions with other dealers or counterparties. ~~This~~The ~~hedging~~contracts ~~and~~are ~~underlying~~recorded ~~financial~~at ~~instruments~~fair ~~are~~value, ~~often~~with ~~classified~~the changes recorded in ~~different~~earnings, ~~levels~~however, inthe offsetting nature of the ~~fair~~contracts ~~value~~eliminates ~~hierarchy.~~the effects of market fluctuations on the Company’s operating results.

The tables below provide a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3). The table reflects gains and losses for the quarter for all financial assets and liabilities categorized as Level 3 as of ~~February~~May 2831, 2009. The net unrealized gain reflected in Level 3 should be considered in the context of the factors discussed below.

•

A derivative contract with Level 1 and/or Level 2 inputs is classified as a Level 3 financial instrument in its entirety if it has at least one significant Level 3 input.

•

If there is one significant Level 3 input, the entire gain or loss from adjusting only observable inputs (i.e., Level 1 and Level 2) is still classified as Level 3.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands):

Assets
Balance as of December 1, 2008	$	5,024
Balance as of March 1, 2009	$	710
Total realized and unrealized gains, net		~~(4,314~~155	)
Balance as of February 28, 2009	$	710
Balance as of May 31, 2009	$	865
Liabilities
Balance as of December 1, 2008	$	5,024
Balance as of March 1, 2009	$	710
Total realized and unrealized losses, net		~~(4,314~~151	)
Balance as of February 28, 2009	$	710
Balance as of May 31, 2009	$	861

The balance at May 31, 2009 is comprised of weather and lumber derivatives in the Commodity and Risk Management Services (“C&RM”) segment. Total realized and unrealized gains or losses represent the total gains and losses recorded for the Level 3 assets and liabilities and are reported in service, consulting and brokerage fees in the Consolidated Statement of Operations. Similar to the OTC derivative instruments discussed above, this structure is designed on an offsetting basis and the Company expects minimal impact to the Consolidated Statement of Operations due to the offsetting nature.

~~The balance at February 28, 2009 is comprised of a single weather contingent derivative structure in the C&RM segment~~5. ~~Total~~GOODWILL ~~realized~~AND ~~and~~OTHER ~~unrealized~~INTANGIBLE ~~gains~~ASSETS or losses represent the total gains and losses recorded for the Level 3 assets and liabilities and are reported in Service, consulting and brokerage fees in the Consolidated Statement of Operations. Similar to the OTC derivative instruments discussed above, this structure is designed on an offsetting basis and the Company expects minimal impact to the Consolidated Statement of Operations due to the offsetting nature.

5. INVENTORY

During February 2009, the Company reached an agreement with a commodity repurchase financing customer effectively canceling the customer’s repurchase right and obligation under previous commodity inventory financing agreements. As a result, the Company received title to the grain inventories, evidenced by warehouse receipt, free and clear of all rights and obligations of the customer to repurchase, and received corresponding futures positions. Prior to this agreement, the Company had advanced funds as part of grain sales/repurchase transactions accounted for as secured borrowings. The agreement severed the requirement to repurchase the same commodity from the original transactions, and converted the secured borrowing to a purchase of inventory. At the conversion date, the market value of the inventory was in excess of the previously outstanding notes receivable, and the Company has maintained the corresponding futures positions. The inventory was recorded at fair value with an offsetting reduction to the note receivable and a liability for the excess value due to the financing customer. Subsequent to February 28, 2009, the Company has begun to liquidate the grain inventories promptly, and does not expect to retain inventories in the future. Included in the terms of the agreement, the Company will pay a brokerage fee to the customer based on the sale of the inventories, and will account for and remit to the customer payment to the extent total sale proceeds, less a fee to the Company, exceed the balance of the note receivable and related markup fees. Sale proceeds from this inventory will be used to pay outstanding notes payable balances. (See Note 21.)

6. ACQUISITION

During the three months ended February 28, 2009, the Company acquired Elders Risk Management Pty Ltd (“Elders”), an Australian-based company for a net investment of $0.3 million. As part of the transaction, the Company also acquired the firm’s surplus funds on a dollar for dollar basis. Elders, which has been subsequently renamed FCStone Australia Pty Ltd, specializes in risk management services for the producers and users of agricultural commodities. The acquisition positions the Company to provide more extensive risk-management services to agribusiness organizations throughout Asia and Oceania. The purchase price has been allocated to identifiable intangible assets with finite lives, and will be amortized over the estimated remaining useful lives of these assets.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and indefinite-lived intangibles are evaluated for impairment on an annual basis, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the asset to its carrying value. Under SFAS No. 142, “Goodwill and Other Intangible Assets,” fair values of reporting units are to be determined using quoted market prices in active markets, if available.

The cost of intangible assets is based on fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful life (between 5 and 20 years). The Company assesses the recoverability of its definite-lived intangible assets primarily based on its current and anticipated future undiscounted cash flows.

The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):

	Gross CarryingAmount		AccumulatedAmortization		Net
	(in thousands)
As of February 28, 2009
As of May 31, 2009
Amortized intangible assets:
Customer lists	$	5,~~821~~180	$	~~346~~421	$	5,~~475~~389
Trade names		~~335~~331		7591		~~260~~240
Non-compete		~~490~~492		~~113~~138		~~377~~354
Proprietary information		1,~~274~~820		~~203~~291		1,~~071~~529
	$	78,~~920~~453	$	~~737~~941	$	7,~~183~~512
As of August 31, 2008
Amortized intangible assets:
Customer lists	$	5,529	$	195	$	5,334
Trade names		318		42		276
Noncompete		473		64		409
Proprietary information		1,257		116		1,141
	$	7,577	$	417	$	7,160

Aggregate amortization expense for the ~~six~~nine months ended ~~February~~May 2831, 2009 and ~~February 29,~~ 2008 was (in thousands) $~~319~~524 and $0236, respectively.

The Company’s estimated amortization expense for the current and next five years is as follows (in thousands):

2009	$	~~668~~774
2010		~~695~~841
2011		~~695~~841
2012		~~683~~828
2013		~~509~~655
2014		~~395~~435

WeThe ~~review~~Company ~~our~~reviews its goodwill for impairment annually, as of the last day of our fourth fiscal quarter or more frequently if indicators of impairment exist. Goodwill has been assigned to reporting units for purposes of impairment testing, which are the Clearing and Execution Services (“CES”) segment and ~~the~~one ~~entity~~ level ~~within~~below ~~our~~for the C&RM segment.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

~~During~~16 the three months ended November 30, 2008, due to present uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, we concluded a triggering event had occurred indicating potential impairment and performed an impairment test of our goodwill. As a result, the Company recorded an impairment loss on goodwill of $1.2 million in the three months ended November 30, 2008.

During the three months ended February 28, 2009 the Company recorded an additional impairment loss on goodwill of $0.7 million. The impairment relates to amounts payable under additional purchase price provisions related to an acquisition in fiscal 2008, which was earned based on profitability levels of the acquired business. At the end of the second quarter of fiscal 2009, due to the significant provision for bad debts and due to the continued uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, we concluded a triggering event had occurred indicating potential impairment and performed an impairment test of the goodwill at the reporting unit level, resulting in the write-off of the recently recorded additional purchase price. The total impairment loss on goodwill is $1.9 million for the six months ended February 28, 2009.

During the three months ended November 30, 2008, due to uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, the Company concluded a triggering event had occurred indicating potential impairment and performed an impairment test of our goodwill. As a result, the Company recorded an impairment loss on goodwill of $1.2 million in the three months ended November 30, 2008.

During the three months ended February 28, 2009 the Company recorded an additional impairment loss on goodwill of $0.7 million. The impairment relates to amounts payable under additional purchase price provisions related to an acquisition in fiscal 2008, which was earned based on profitability levels of the acquired business. At the end of the second quarter of fiscal 2009, due to the significant provision for bad debts and due to the continued uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, the Company concluded a triggering event had occurred indicating potential impairment and performed an impairment test of the goodwill at the reporting unit level, resulting in the write-off of the recently recorded additional purchase price. The total impairment loss on goodwill is $1.9 million for the nine months ended May 31, 2009.

As a result of the impairment loss on goodwill, a triggering event occurred requiring the amortizable intangible assets be reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 requires the Company to evaluate whether the carrying value of the amortizable intangible assets are recoverable, by comparing the carrying value to the sum of undiscounted cash flows expected to result from the use of the asset group. Based on this evaluation, no impairment of the amortizable intangible assets was recorded.

Changes in the net carrying amount of goodwill are as follows:

	Commodity &RiskManagementServices			Clearing &ExecutionServices			Total
	(in thousands)
Balance as of August 31, 2008	$	298		$	876		$	1,174
Goodwill acquired		714			—			714
Goodwill impaired		(1,012	)		(876	)		(1,888	)
Balance as of February 28, 2009	$	—		$	—		$	—
Balance as of May 31, 2009	$	—		$	—		$	—

86. EXCHANGE MEMBERSHIPS AND STOCK

The Company has exchange membership seats and common stock in publicly-traded exchanges pledged for clearing purposes, which provide the Company the right to process trades directly with the various exchanges. The exchange memberships and common ~~stocks~~stock that are pledged for clearing purposes are recorded at cost, in accordance with GAAP and ~~CFTC~~Commodity Futures Trading Commission (“CFTC”) regulations. Exchange memberships include seats on the Chicago Board of Trade (“CBOT”), the Board of Trade of Kansas City, Missouri, Inc., the Minnesota Grain Exchange, the New York Mercantile Exchange (“NYMEX”), the COMEX Division of the New York Mercantile Exchange, and the Chicago Mercantile Exchange (“CME”) Growth and Emerging Markets. Exchange stock includes shares of CME Group, Inc. common stock, InterContinental Exchange, Inc. (“ICE”) common stock and NYMEX common stock.

In accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” equity investments in exchanges of common stock which is not pledged for clearing purposes are classified as available-for-sale and recorded at fair market value, with the unrealized gains and losses recorded, net of tax, in accumulated other comprehensive income. At ~~February~~ May 2831, 2009, all exchange memberships and common stock held by the Company was pledged for clearing purposes, and recorded at cost. The fair market value of the exchange memberships and common stock held by the Company was $8.0 million and $15.0 million at May 31, 2009 and August 31, 2008, respectively.

During the ~~six~~nine months ended ~~February~~May 2831, 2009 and ~~February 29,~~ 2008, realized gains on the sale of exchange common stock and trading rights were $6.45 million and $23.92 million, respectively. For purposes of determining realized gains, the cost of the shares sold is based on weighted-average cost. ~~During the quarter ended August 31, 2008, the CME and NYMEX merged, which resulted in a reduction in exchange firm requirements for clearing/equity members to hold common stock in these exchanges.~~

97. EQUIPMENT, FURNITURE, SOFTWARE AND IMPROVEMENTS

Equipment, furniture, software, and improvements are recorded at cost. Expenditures for maintenance, repairs, and minor replacements are charged to operations as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When equipment, furniture, software and improvements are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

The following is a summary of equipment, furniture, software and improvements, at cost less accumulated depreciation, at May 31, 2009 and August 31, 2008:


	May 31, 2009			August 31, 2008
	*(in thousands)*
Equipment and furniture	$	9,647		$	7,434
Computer software		2,852			2,846
Improvements		815			815

		13,314			11,095
Less accumulated depreciation		(5,438	)		(3,828	)

	$	7,876		$	7,267

8. NOTES PAYABLE AND SUBORDINATED DEBT

Notes payable and subordinated debt outstanding at May 31, 2009 and August 31, 2008 consisted of the following:


	Expiration Date	Total Commitment Amount at May 31, 2009 (in millions)			Amount Outstanding at
					May 31, 2009		August 31, 2008
					*(in thousands)*
Margin Call Facilities:
Syndicate of lenders (1)	June 23, 2010	$	250.0	(1)	$	—	$	—
CoBank, ACB (2)			—			—		—
CoBank, ACB (2)			—			—		—
Commodity Financing Facilities:
Fortis Capital Corp.	Demand		20.0			—		—
Deere Credit, Inc. (3)			—			—		5,192
CoBank, ACB (4)			—			—		22,010
Other borrowings:
Del Mar Onshore Partners, L.P. (5)			—			—		5,000
Subordinated debt:
Syndicate of lenders	July 22, 2010		55.0			40,000		15,000
Subordinated debt	January 31, 2010 and June 30, 2010		1.0			1,000		1,000

Total notes payable and subordinated debt					$	41,000	$	48,202

(1)

This represents a syndicated credit facility with a lending syndicate consisting of BMO Capital Markets and Bank of America, N.A. On June 24, 2009, the syndicated margin line credit facility was amended to reduce the commitment amount to $75.0 million and renew the term through June 23, 2010 (see Note 19).

(2)	The OTC margin lines with CoBank expired on April 1, 2009, and were not renewed.

(3)	The agreement with Deere Credit related to the commodity financing loan facility expired on June 1, 2009 and was not renewed.

(4)	The agreement with CoBank related to the commodity financing loan facility expired on May 1, 2009 and was not renewed.

(5)

The Company ceased construction and development of Green Diesel, LLC’s biodiesel facility during fiscal 2008. On October 8, 2008, the Company completed a sale of its ownership interest in Green Diesel. In conjunction with the sale, the $5.0 million outstanding loan payable to Del Mar Onshore Partners, L.P. was retained by Green Diesel, without recourse to the Company.

The Company’s ability to draw on the subordinated debt facility currently expires on July 22, 2009, however funds drawn on the facility prior to July 22, 2009 will mature on July 22, 2010 while in compliance with all financial covenants. We expect to collect income taxes receivable in amounts which exceed the amount of the subordinated debt outstanding prior to the end of February 2010, which the Company intends to use to repay the subordinated debt in full at that time with no reduction in regulatory capital.

~~The~~All ~~following~~of isour acredit ~~summary~~facilities ofinclude ~~equipment,~~financial ~~furniture,~~covenants ~~software~~ and ~~improvements,~~the atfailure ~~cost~~to ~~less~~comply ~~accumulated~~with any such ~~depreciation~~covenants, atwith ~~February 28~~the exception of our subordinated debt, ~~2009~~could ~~and~~result ~~August~~in the debt becoming payable on demand. The failure to comply with the financial covenants of our subordinated debt could result in the lenders exercising their rights to accelerate the scheduled maturity dates to a date not earlier than six months after giving such notice. We were in compliance with all debt covenants as of May 31, ~~2008:~~2009.

	February 28,2009			August 31,2008
	(in thousands)
Equipment and furniture	$	9,215		$	7,434
Computer software		2,852			2,846
Improvements		815			815
		12,882			11,095
Less accumulated depreciation		(4,820	)		(3,828	)
	$	8,062		$	7,267

9. PENSION PLANS

10The Company has noncontributory retirement plans, which are defined benefit plans that cover certain employees. ~~NOTES~~The ~~PAYABLE~~plans ~~AND~~have ~~SUBORDINATED~~been ~~DEBT~~closed to new employees subsequent to April 1, 2006, and effective September 1, 2008, benefit accruals were frozen and no additional benefits will be accrued for active participants under the plan. Due to the significant disruptions in the financial markets subsequent to August 31, 2008, the value of the plans’ net assets have been negatively impacted. As a result, actual plan asset returns were lower than expected returns, which may result in additional plan contributions to meet minimum funding requirements under U.S laws and regulations. The Company expects to contribute $0.6 million to the plan prior to July 15, 2009.

~~Notes~~Net ~~payable~~periodic ~~outstanding~~pension atcost ~~February 28,~~for ~~2009~~the three and ~~August~~nine months ended May 31, 2009 and 2008 ~~consisted~~for the defined benefit plans consists of the following components:

	Expiration Date		TotalCommitmentAmount atFebruary 28,2009(in millions)			Amount Outstanding at
	Three MonthsEnded May 31,							Nine MonthsEnded May 31,
						February 28,2009		August 31,2008
	2009				2008			2009			2008
	(in thousands)					~~(in thousands)~~
Margin Call Facilities:
Service cost	$	—			$	534		$	—		$	1,602
Syndicate of lenders (1)	July 22, 2009		$	250.0		$	—	$	—
Interest cost		524				490			1,571			1,470
CoBank, ACB (2)	April 1, 2009			10.0			—		—
Less expected return on plan assets		(409	)			(505	)		(1,226	)		(1,515	)
CoBank, ACB (2)	April 1, 2009			10.0			—		—
Net amortization and deferral		136				142			407			426
Commodity Financing Facilities:
Net periodic pension cost	$	251			$	661		$	752		$	1,983
Deere Credit, Inc. (3)	June 1, 2009			2.4			2,350		5,192
CoBank, ACB (4)	May 1, 2009			4.1			4,061		22,010
Fortis Capital Corp.	Demand			20.0			2,297		—
Other borrowings:
Del Mar Onshore Partners, L.P. (5)							—		5,000
Subordinated debt:
Syndicate of lenders	July 22, 2010			55.0			40,000		15,000
Subordinated debt	January 3, 2010 and June 30, 2009			1.0			1,000		1,000
Total notes payable and subordinated debt						$	49,708	$	48,202

~~(1) This represents syndicated credit facilities with a lending syndicate consisting of BMO Capital Markets, Bank of America, N~~10.~~A.,~~ ~~Deere~~EARNINGS ~~Credit,~~(LOSS) ~~Inc.,~~PER ~~and~~SHARE ~~CoBank, ACB, on the margin line, and BMO Capital Markets, Bank of America, N.A. and Deere Credit, Inc. on the subordinated debt line.~~

Earnings (2loss) ~~The~~per ~~OTC~~share ~~margin~~(“EPS”) ~~lines~~has ~~with~~been ~~CoBank~~presented ~~expired~~in the accompanying consolidated statements of operations. Basic earnings per share excludes dilution and was computed by dividing the applicable net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share was calculated based on ~~April~~the 1weighted average shares of common stock as adjusted for the potential dilutive effect of stock options and restricted, ~~2009~~or non-vested stock, ~~and~~using ~~were~~the ~~not~~treasury ~~renewed~~stock ~~(see~~method. ~~note~~Stock-based 20compensation arrangements, including options, are considered to be outstanding as of the grant date for purposes of computing diluted earnings (loss) per share.

~~(3)~~The Onreconciliation ~~April 1, 2009, our agreement with Deere Credit related to the commodity financing loan facility was amended decreasing the total commitment amount to the total amount outstanding as~~ of ~~the~~basic ~~amendment~~net ~~date,~~income of(loss) ~~$1.1~~per ~~million,~~common ~~and~~share ~~extending the final due date~~ to ~~June~~diluted 1,net ~~2009.~~income ~~No additional advances will be permitted and all amounts outstanding will become due and payable upon expiration~~ (~~see note 20~~loss). Asper ofcommon ~~April~~share ~~8, 2009, the amount outstanding~~ is ~~$0.7~~shown ~~million,~~in ~~which will be repaid from cash proceeds~~ the following ~~Company~~table ~~will~~for ~~receive from~~ the ~~sale~~three ofmonths ~~grain~~ended ~~inventory~~May 31, ~~(see~~2009 ~~note~~and ~~5).~~2008:


	For the Three Months Ended May 31, 2009						For the Three Months Ended May 31, 2008
	Basic			Diluted			Basic			Diluted
	*(amounts in thousands, except per share amounts)*
Income (loss) from continuing operations	$	(8,076	)	$	(8,076	)	$	8,371		$	8,371
Loss from discontinued operations		—			—			(364	)		(364	)

Net income (loss)	$	(8,076	)	$	(8,076	)	$	8,007		$	8,007

Weighted average common shares outstanding		27,930			27,930			27,894			27,894
Dilutive effect of stock options and restricted stock		—			—			—			1,165

Weighted average shares outstanding – diluted		27,930			27,930			27,894			29,059

Earnings (loss) per share:
Continuing operations	$	(0.29	)	$	(0.29	)	$	0.30		$	0.29
Discontinued operations		—			—			(0.01	)		(0.01	)

Net income (loss)	$	(0.29	)	$	(0.29	)	$	0.29		$	0.28

Anti-dilutive shares excluded from calculation					2,322						—

~~(4)~~The Onreconciliation ~~March~~of ~~26,~~basic ~~2009,~~net ~~our~~income ~~agreement~~(loss) ~~with~~per ~~CoBank~~common ~~related~~share to ~~the~~diluted ~~commodity~~net ~~financing~~income ~~loan~~(loss) ~~facility~~per ~~was~~common share ~~amended~~is ~~decreasing~~shown ~~the~~in ~~total commitment amount to~~ the ~~total~~following ~~amount~~table ~~outstanding~~for ~~as of~~ the ~~amendment~~nine ~~date,~~months ~~of $3.0 million, and extending the final due date to~~ May 1 31, 2009. ~~No additional advances will be permitted~~ and ~~all~~2008: amounts outstanding will become due and payable upon expiration (see note 20). As of April 8, 2009, the amount outstanding is $2.2 million, which will be repaid from cash proceeds the Company will receive from the sale of grain inventory (see note 5).

(5) The Company ceased construction and development of Green Diesel’s biodiesel facility during fiscal 2008. On October 8, 2008, the Company completed a sale of its ownership interest in Green Diesel. In conjunction with the sale, the $5.0 million outstanding loan payable to Del Mar Onshore Partners, L.P. was retained by Green Diesel, without recourse to the Company.


	For the Nine Months Ended May 31, 2009						For the Nine Months Ended May 31, 2008
	Basic			Diluted			Basic			Diluted
	*(amounts in thousands, except per share amounts)*
Income (loss) from continuing operations	$	(61,136	)	$	(61,136	)	$	39,291		$	39,291
Loss from discontinued operations		(131	)		(131	)		(6,083	)		(6,083	)

Net income (loss)	$	(61,267	)	$	(61,267	)	$	33,208		$	33,208

Weighted average common shares outstanding		27,922			27,922			27,676			27,676
Dilutive effect of stock options and restricted stock		—			—			—			1,292

Weighted average shares outstanding – Diluted		27,922			27,922			27,676			28,968

Earnings (loss) per share:
Continuing operations	$	(2.19	)	$	(2.19	)	$	1.42		$	1.36
Discontinued operations		—			—			(0.22	)		(0.21	)

Net income (loss)	$	(2.19	)	$	(2.19	)	$	1.20		$	1.15

Anti-dilutive shares excluded from calculation					2,322						—

The syndicated margin line of credit expires on July 22, 2009 and management is currently in discussions with our current and other potential lenders to replace the margin call credit facility and is pursuing alternative sources of financing but at a reduced commitment level given the current and projected levels of open positions carried by our customers as well as historical usage levels11. CoBank, ACB, which had a $25.0 million commitment level in this facility, has indicated they will not renew their commitment level as our new ownership structure subsequent to our initial public offering no longer meets eligibility requirements for borrowing directly from them. We are unable to determine at this time the amount of committed credit, if any, that will be available to us, the applicable interest rates and other costs associated with borrowings, and the extent of financial and nonSTOCK-~~financial~~BASED ~~covenants~~COMPENSATION applicable to us and our operations. However, based on our liquidity position and capital structure, we believe we will be able to renew or replace the margin line, but likely at a reduced commitment level and increased associated costs.

~~Given~~A ~~current~~summary ~~and projected levels~~ of open positions carried by our customers as well as historical usage levels, projected operating cash flows and our remaining balance of available cash and temporary cash investments, we believe we can continue to support additional growth in our C&RM and CES segments of our operations with a reduced commitment level on this facility. In the ~~event that we cannot negotiate a new margin call credit facility or obtain alternative financing, we could seek for alternative clearing arrangements for a portion of, or all of our customer~~Company’s ~~positions~~stock oroption ~~limit~~activity for the ~~amount of~~nine ~~customer~~months ~~positions~~ended ~~we clear~~May 31, ~~resulting in a material adverse effect on our business~~2009, ~~results~~is ofas ~~operations~~follows: ~~and financial condition.~~

During the fourth quarter of fiscal 2008, we increased our subordinated debt facilities to its present commitment level of $56.0 million, of which $55.0 million is under a commitment facility with a syndicate of lenders. As of February 28, 2009, $40.0 million of this subordinated debt funding with the syndicate has been drawn and is being utilized as capital for regulatory purposes. Our ability to draw on this subordinated debt facility currently expires on July 22, 2009, however funds drawn on the facility prior to July 22, 2009 will mature at the earlier of one year from the drawn date or July 22, 2010. Management is currently in discussions with our current and other potential lenders to replace the subordinated debt facility and is pursuing alternative sources of financing. Given the current turmoil in the credit markets there is no guarantee that we will be able to replace this committed subordinated agreement. We do not anticipate that the expiration of the line on July 22, 2009 will have a material impact on our regulatory capital, as the funds borrowed do not mature until July 22, 2010. We expect to collect income taxes receivable which exceed the amount of the subordinated debt outstanding prior to the end of February 2010, which would enable us to repay the subordinated debt in full at that time with no reduction in regulatory capital. Additionally, we believe replacement of the subordinated debt at a reduced level would have no material impact on our regulatory capital.


	Options Outstanding
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
	*(in thousands)*
Outstanding at August 31, 2008	2,330		$	10.36
Granted	—			—
Exercised	(8	)		5.50
Forfeited or expired	—			—

Outstanding at May 31, 2009	2,322		$	10.38	7.39		$	—

Exercisable at May 31, 2009	1,715		$	8.39	7.25		$	—

~~Subsequent~~The toCompany ~~February~~did ~~28, 2009, our $20 million line of credit used for OTC margin expired and was~~ not ~~renewed~~ ~~with~~grant ~~CoBank,~~any asstock ~~our~~options ~~new~~during ownership structure subsequent to our initial public offering no longer meets eligibility requirements for borrowing directly from them. We currently have no amount outstanding on this line of credit, and historically have only drawn on the ~~line~~nine amonths ~~few~~ended ~~times in the last four years~~May 31, to2009 ~~cover intra-day margin calls in highly volatile markets during a period of heavy customer trade volume. The last draw occurred in August 2008~~ and ~~remained outstanding for a period of~~ ~~three days~~2008. WeA ~~are~~summary ~~actively seeking a replacement for this line~~ of ~~credit; however there is no guarantee that we will be able to do so. However, based on current and expected market conditions, and given~~ the ~~current~~stock ~~and~~options ~~projected~~exercised ~~levels~~is ~~of open positions carried by our customers,~~ as ~~well,~~follows: historical usage levels, management does not believe the expiration of this line will significantly impact our OTC business operations. Additionally, we have the ability to move a substantial amount of open positions to the exchanges, having the effect of transitioning those positions to our FCM.

Subsequent to February 28, 2009, our line of credit facilities with CoBank and Deere Credit, Inc. related to our commodity financing programs have expired and were not renewed. CoBank informed us of their intent not to renew the facilities as a result of our new ownership structure subsequent to our initial public offering no longer meets their eligibility requirements to borrow directly from them. Deere Credit informed us of their intent not to renew the facilities based on their internal decisions to focus on their core financing areas, which did not include inventory financing. At February 28, 2009, we had amounts outstanding with CoBank and Deere on these lines of credit of $4.1 million and $2.4 million, respectively, related to the financing of grain inventory. Prior to the expiration of the credit facilities, the maturity dates of the outstanding balances were extended until May 1, 2009 and June 1, 2009 for amounts due CoBank and Deere, respectively. The agreements were extended in order to facilitate the orderly liquidation of the underlying grain collateral (see note 5). The Financial Services segment is not a primary source of revenue or profit, and has historically served as a complement to our C&RM segment. The Financial Services segment continues to maintain a credit facility with Fortis Capital Corp. of $20.0 million, however based on our reduced capacity to borrow and unknown ability to secure additional financing for this segment, our participation in these arrangements could be significantly reduced throughout the remainder of fiscal 2009. However, based on historical impact, management does not believe the expiration of the CoBank and Deere Credit lines, or a reduction in the financing programs, will significantly impact our overall business operations.


	Nine Months Ended May 31,
	2009		2008
Total cash received	$	41	$	3,651
Income tax benefits	$	14	$	7,632
Intrinsic value	$	33	$	20,654

All of our credit facilities include financial covenants and the failure to comply with any such covenants, with the exception of our subordinated debt, could result in the debt becoming payable on demand. The ~~failure~~activity ~~to comply with the financial covenants~~ of ~~our~~nonvested ~~subordinated~~stock ~~debt~~options ~~could~~for ~~result in~~ the ~~lenders~~nine ~~exercising their rights to accelerate the scheduled maturity dates to a date not earlier than six~~ months ~~after~~ended ~~giving~~May 31, ~~such~~2009 ~~notice.~~is Weas ~~were~~follows (shares in ~~compliance~~thousands): ~~with all debt covenants as of February 28, 2009.~~

11. REPURCHASE OBLIGATION


	Shares		Average Grant- Date Fair Value
Nonvested at August 31, 2008	900		$	5.91
Granted	—			—
Vested	(293	)		5.91
Forfeited	—			—

Nonvested at May 31, 2009	607		$	5.91

FCStone Merchant Services, LLC (“FCStone Merchant Services”) engages in hedged commodity transactions with Standard Chartered Bank, London (“SCBL”) as part of its commodity inventory financing program with its customers. FCStone Merchant Services routinely enters into repurchase agreements with its customers and advances cash in exchange for commodities, evidenced by warehouse receipts that are licensed by approved authorities. In conjunction with the hedged commodity transactions, FCStone Merchant Services exchanges commodity receipts with SCBL for a cash advance. The terms of the hedged commodity transactions provide that FCStone Merchant Services has the right, but not the obligation, to repurchase, at a future date, the commodities from SCBL. In the event FCStone Merchant Services exercises its right, the repurchase price of the commodities is equal to the prevailing market price of the futures contract month, agreed to at the inception of the transaction.

Since FCStone Merchant Services is obligated to provide commodities back to its customer, as part of the offsetting repurchase agreement, it must either exercise its right to repurchase the commodities from SCBL or purchase similar commodities in the marketplace. As a result, the Company recognizes a liability based on the obligation to repurchase the commodities and values this liability based on the specified benchmark futures contract price of the underlying commodities as of the statement of financial condition date. All realized and unrealized gains and losses are recorded in consolidated statements of operations, as a component of interest expense. The Company had a repurchase obligation of $9.2 million at February 28, 2009 and $47.4 million at August 31, 2008. Under the repurchase obligation at February 28, 2009, the Company is required to deliver 2.8 million bushels of corn to its customers at a future date in accordance with the repurchase agreement. FCStone Merchant Services utilizes futures contracts acquired through an account held with FCStone to hedge its price risk on these arrangements. Realized and unrealized gains and losses on futures contracts are recorded in the consolidated statements of operations, as a component of interest expense. On March 26, 2009, FCStone Merchant Services confirmed receipt, of a payment by its customer, of approximately $8.8 million by SCBL to repurchase commodities. The payment released FCStone Merchant Services from its obligation to repurchase the commodities.

12. PENSION PLANS

The Company has noncontributory retirement plans, which are defined benefit plans that cover certain employees. The plans have been closed to new employees subsequent to April 1, 2006, and effective September 1, 2008 benefit accruals were frozen and no additional benefits will be accrued for active participants under the plan. During the three months ended February 28, 2009, the Company contributed $2.4 million to the pension plan. Due to the significant disruptions in the financial markets subsequent to August 31, 2008, the value of the plans’ net assets have been negatively impacted. As a result, actual plan asset returns will likely be lower than our expected returns, which could result in additional plan contributions. The Company expects to contribute quarterly contributions of $0.6 million for the plan year ending March 31, 2010, with the first payment prior to July 15, 2009.

~~Net~~At ~~periodic~~May 31, ~~pension~~2009, ~~cost~~there ~~for~~was ~~the~~$3.3 ~~three~~million ~~and~~of ~~six~~total ~~month~~unrecognized ~~periods~~compensation ~~ended~~cost ~~February 28,~~related ~~2009, and~~to ~~February 29,~~non-vested ~~2008~~share-based ~~for~~compensation arrangements granted under the ~~defined~~Plan. ~~benefit~~That ~~plans~~cost ~~consists~~is ofexpected ~~the~~to ~~following~~be ~~components:~~recognized over a weighted-average period of 2.8 years.

	Three Months Ended						Six Months Ended,
	February 28,2009			February 29,2008			February 28,2009			February 29,2008
	(in thousands)
Service cost	$	—		$	534		$	—		$	1,068
Interest cost		524			490			1,048			980
Less expected return on plan assets		(409	)		(505	)		(818	)		(1,010	)
Net amortization and deferral		136			142			272			284
Net periodic pension cost	$	251		$	661		$	502		$	1,322

The activity of nonvested shares for the nine months ended May 31, 2009 is as follows (shares in thousands):

13. EARNINGS (LOSS) PER SHARE Earnings (loss) per share (EPS) has been presented in the accompanying consolidated statements of operations. Basic earnings per share excludes dilution and was computed by dividing the applicable net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share was calculated based on the weighted average shares of common stock as adjusted for the potential dilutive effect of stock options and restricted, or non-vested stock, using the treasury stock method. Stock-based compensation arrangements, including options, are considered to be outstanding as of the grant date for purposes of computing diluted earnings (loss) per share. The reconciliation of basic net income (loss) per common share to diluted net income (loss) per common share is shown in the following table for the three month periods February 28, 2009 and February 29, 2008:


	Shares		Average Grant- Date Fair Value
Nonvested at August 31, 2008	12		$	47.54
Granted	—			—
Vested	(12	)		47.54
Forfeited	—			—

Nonvested at May 31, 2009	—		$	—

	For the Three Months EndedFebruary 28, 2009						For the Three Months EndedFebruary 29, 2008
	Basic			Diluted			Basic			Diluted
	(amounts in thousands, except per share amounts)
Income (loss) from continuing operations	$	(50,215	)	$	(50,215	)	$	17,789		$	17,789
Loss from discontinued operations		—			—			(5,673	)		(5,673	)
Net income (loss)	$	(50,215	)	$	(50,215	)	$	12,116		$	12,116
Weighted average common shares outstanding		27,923			27,923			27,709			27,709
Dilutive effect of stock options and restricted stock		—			—			—			1,395
Weighted average shares outstanding - diluted		27,923			27,923			27,709			29,104
Earnings (loss) per share:
Continuing operations	$	(1.80	)	$	(1.80	)	$	0.64		$	0.61
Discontinued operations		—			—			(0.20	)		(0.19	)
Net income (loss)	$	(1.80	)	$	(1.80	)	$	0.44		$	0.42
Anti-dilutive shares excluded from calculation					2,322						12

At May 31, 2009, there was no unrecognized compensation cost related to nonvested restricted stock compensation arrangements granted under the Plan.

12. STOCKHOLDERS’ EQUITY

Changes in our stockholders’ equity accounts for the nine months ended May 31, 2009, are as follows (in thousands):


	Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total Stockholders’ Equity
Balance at August 31, 2008	$	108,016	$	10,777		$	(2,185	)	$	(1,632	)	$	112,582		$	227,558
Net loss		—		—			—			—			(61,267	)		(61,267	)
Less: reclassification adjustment for gains included in net income		—		—			—			(2,946	)		—			(2,946	)
Amortization of pension loss, net of tax		—		—			—			300			—			300

Total comprehensive loss		—		—			—			—			—			(63,913	)

Proceeds from stock option exercises		41		—			—			—			—			41
Excess tax benefit on stock options exercised		—		14			—			—			—			14
Stock-based compensation		—		2,365			—			—			—			2,365
Effect of subsidiary’s equity transactions		—		(175	)		—			—			—			(175	)

Balance at May 31, 2009	$	108,057	$	12,981		$	(2,185	)	$	(4,278	)	$	51,315		$	165,890

13. ADJUSTED NET CAPITAL REQUIREMENTS

Pursuant to the rules, regulations, and requirements of the CFTC and other regulatory agencies, FCStone, LLC is required to maintain certain minimum net capital as defined in such rules, regulations, and requirements. Net capital and the related net capital requirement may fluctuate on a daily basis. FCStone’s adjusted net capital and minimum net capital requirement May 31, 2009 and August 31, 2008 were as follows:


	May 31, 2009		August 31, 2008
	*(in thousands)*
Adjusted net capital	$	59,482	$	97,334
Minimum net capital requirement		41,136		67,714

~~The~~14. ~~reconciliation~~AGORA-X, ofLLC ~~basic~~/ ~~net~~NASDAQ ~~income~~OMX ~~(loss)~~GROUP ~~per~~SECURITIES ~~common~~PURCHASE ~~share~~AGREEMENT ~~to diluted net income (loss) per common share is shown in the following table for the six month periods February 29, 2008 and February 28, 2009:~~

	For the Six Months EndedFebruary 28, 2009						For the Six Months EndedFebruary 29, 2008
	Basic			Diluted			Basic			Diluted
	(amounts in thousands, except per share amounts)
Income (loss) from continuing operations	$	(53,060	)	$	(53,060	)	$	30,920		$	30,920
Loss from discontinued operations		(131	)		(131	)		(5,719	)		(5,719	)
Net income (loss)	$	(53,191	)	$	(53,191	)	$	25,201		$	25,201
Weighted average common shares outstanding		27,918			27,918			27,565			27,565
Dilutive effect of stock options and restricted stock											1,375
Weighted average shares outstanding - Diluted		27,918			27,918			27,565			28,940
Earnings (loss) per share:
Continuing operations	$	(1.91	)	$	(1.91	)	$	1.12		$	1.07
Discontinued operations		—			—			(0.21	)		(0.20	)
Net income (loss)	$	(1.91	)	$	(1.91	)	$	0.91		$	0.87
Anti-dilutive shares excluded from calculation					2,322						12

During the nine months ended May 31, 2009, the NASDAQ OMX Group (“NASDAQ OMX”) completed its $7.5 million equity investment in Agora-X, LLC, for an aggregate 20 percent ownership interest, by contributing the remaining $2.5 million in cash consideration. Subsequent to the completion of the transaction, the Company maintains an 80 percent ownership interest in Agora-X. As a result of the transaction, the Company recorded minority interest of $2.5 million, and no gain has been recorded in the consolidated statement of operations. The proceeds of the NASDAQ OMX investment are being used to continue development, as Agora-X is a development stage entity, formed to create an electronic communications network (“ECN”) for institutional trading in certain OTC commodities in efforts to help institutional participants achieve strategic advantage in the growing OTC commodities market. Agora-X launched the first stage of its ECN into production on December 12, 2008. Agora-X has no operating history and has generated a net operating loss since inception. Agora-X is seeking additional third-party equity financing to fund future operations and to provide working capital, however there are no assurances that such additional financing will be consummated or obtained in sufficient amounts.

1415. ~~STOCK-BASED~~ACQUISITION ~~COMPENSATION~~

ADuring ~~summary~~the second quarter of fiscal 2008, the Company acquired Elders Risk Management Pty Ltd (“Elders”), an Australian-based company for a net investment of $0.3 million. As part of the transaction, the Company also acquired the firm’s ~~stock~~surplus ~~option~~funds ~~activity~~on a dollar for ~~the~~dollar ~~six~~basis. ~~months~~Elders, ~~ended~~which ~~February 28~~has been subsequently renamed FCStone Australia Pty Ltd, ~~2009~~specializes in risk management services for the producers and users of agricultural commodities. The acquisition positions the Company to provide more extensive risk-management services to agribusiness organizations throughout Asia and Oceania. The purchase price has been allocated to identifiable intangible assets with finite lives, isand aswill ~~follows:~~be amortized over the estimated remaining useful lives of these assets.

	Options Outstanding
	Number ofShares		Weighted-AverageExercisePrice		Weighted-AverageRemainingContractualTerm(in years)	AggregateIntrinsic Value
	(in thousands)
Outstanding at August 31, 2008	2,330		$	10.36
Granted	—			—
Exercised	(8	)		5.50
Forfeited or expired	—			—
Outstanding at February 28, 2009	2,322		$	10.38	7.64	$	—
Exercisable at February 28, 2009	1,422		$	6.83	7.39	$	—

16. OPERATING SEGMENT INFORMATION

The Company reports ~~did~~its ~~not~~operating ~~grant~~segments ~~any~~based ~~stock~~on ~~options~~services ~~during~~provided ~~the~~to ~~six~~customers, ~~months~~which ~~ended~~includes ~~February 28~~C&RM, ~~2009~~CES, and Financial Services. The C&RM segment offers commodity services to its customers, with an emphasis on risk management using futures, options ~~February 29~~and other derivative instruments traded on exchanges and through OTC markets. The CES segment offers low-cost clearing and direct execution services to commodities firms, ~~2008~~fund operators, commodities traders and others. AThe ~~summary~~Financial Services segment offers financing and facilitation for customers to finance the purchase of commodities. The Corporate and Other segment consists of development expenses and income from investments in other companies accounted for using the ~~stock~~equity ~~options~~method, ~~exercised~~and overall corporate-level expenses primarily related to employee compensation and benefits, travel, technology, professional fees, director fees, interest and general insurance. In fiscal 2008, the Company discontinued reporting a Grain Merchandising segment because the Company sold its majority interest in FGDI, which represented the Grain Merchandising segment, during the fourth quarter of fiscal 2007. The remaining 25% equity interest in FGDI is asincluded ~~follows:~~in the Corporate and Other segment.

	Six Months Ended,
	February 28,2009		February 29,2008
Total cash received	$	42	$	2,065
Income tax benefits	$	14	$	5,381
Intrinsic value	$	33	$	14,545

Reconciling Amounts represent the elimination of interest income and expense, and commission income and expense between segments. Such transactions are conducted at market prices to more accurately evaluate the profitability of the individual business segments. Additionally, certain assets consisting primarily of commodity deposits and accounts receivable, notes receivable, and amounts due from affiliates between segments have been eliminated.

The activity of non-vested stock options for the six months ended February 28, 2009 is as follows (shares in thousands):

	Shares	AverageGrant-Date Fair Value
Nonvested at August 31, 2008	900	$	5.91
Granted	—		—
Vested	—		—
Forfeited	—		—
Nonvested at February 28, 2009	900	$	5.91

AtThe ~~February 28,~~following ~~2009,~~table ~~there~~presents ~~was~~the ~~$3.1~~significant ~~million~~items ofby ~~total~~operating ~~unrecognized~~segment ~~compensation~~for ~~cost~~the ~~related~~results ~~to non-vested~~of ~~share-based~~operations ~~compensation~~for the ~~arrangements~~three ~~granted~~and ~~under~~nine ~~the~~months ~~Plan.~~ended ~~That~~May 31, ~~cost~~2009 isand ~~expected~~2008, torespectively, beand ~~recognized~~the ~~over~~balance asheet ~~weighted-average~~data ~~period~~as of ~~3.0~~those ~~years.~~dates:

The activity of nonvested shares for the six months ended February 28, 2009 is as follows (shares in thousands):


	Commodity & Risk Management Services		Clearing & Execution Services			Financial Services		Corporate & Other			Reconciling Amounts			Total
	*(in thousands)*
Three Months Ended May 31, 2009
Total revenues	$	25,494	$	21,969		$	12,662	$	(2,753	)	$	88		$	57,460
Interest revenue	$	764	$	2,627		$	117	$	11		$	—		$	3,519
Interest expense	$	236	$	706		$	51	$	—		$	(4	)	$	989
Income (loss) before minority interest and income tax (benefit) expense	$	2,287	$	(4,687	)	$	160	$	(9,762	)	$	—		$	(12,002	)
Total assets	$	790,696	$	614,420		$	7,949	$	78,107		$	(14,052	)	$	1,477,120

Three Months Ended May 31, 2008
Total revenues	$	44,567	$	36,467		$	2,375	$	451		$	(271	)	$	83,589
Interest revenue	$	1,140	$	2,515		$	1,569	$	72		$	—		$	5,296
Interest expense	$	276	$	14		$	1,123	$	—		$	(19	)	$	1,394
Income (loss) before minority interest and income tax (benefit) expense	$	15,351	$	1,260		$	656	$	(3,448	)	$	(648	)	$	13,171
Total assets	$	1,491,381	$	828,517		$	79,889	$	45,404		$	(18,923	)	$	2,426,268

	Commodity & Risk Management Services		Clearing & Execution Services			Financial Services		Corporate & Other			Reconciling Amounts			Total
	*(in thousands)*
Nine Months Ended May 31, 2009
Total revenues	$	92,114	$	93,881		$	14,554	$	(352	)	$	(540	)	$	199,657
Interest revenue	$	4,933	$	14,960		$	1,832	$	72		$	—		$	21,797
Interest expense	$	791	$	1,638		$	1,036	$	—		$	(27	)	$	3,438
Income (loss) before minority interest and income tax (benefit) expense	$	10,767	$	(97,057	)	$	280	$	(17,890	)	$	—		$	(103,900	)
Total assets	$	790,696	$	614,420		$	7,949	$	78,107		$	(14,052	)	$	1,477,120

Nine Months Ended May 31, 2008
Total revenues	$	129,168	$	110,453		$	7,841	$	3,165		$	(1,362	)	$	249,265
Interest revenue	$	14,788	$	16,849		$	5,469	$	754		$	(325	)	$	37,535
Interest expense	$	333	$	55		$	4,158	$	—		$	(142	)	$	4,404
Income (loss) before minority interest and income tax (benefit) expense	$	54,278	$	15,072		$	1,183	$	(6,885	)	$	(907	)	$	62,741
Total assets	$	1,491,381	$	828,517		$	79,889	$	45,404		$	(18,923	)	$	2,426,268

	Shares		AverageGrant-DateFair Value
Nonvested at August 31, 2008	12		$	47.54
Granted	—			—
Vested	(12	)		47.54
Forfeited	—			—
Nonvested at February 28, 2009	—		$	—

17. COMMITMENTS AND CONTINGENCIES

AtSecurities ~~February 28,~~Litigation ~~2009, there was no unrecognized compensation cost related to non-vested restricted stock compensation arrangements granted under the Plan.~~

The Company and certain of our officers have been named as defendants in an action filed in the United States District Court for the Western District of Missouri on July 15, 2008. ~~STOCKHOLDERS’~~The ~~EQUITY~~action, which purports to be brought as a class action on behalf of purchasers of FCStone common stock between November 15, 2007 and July 9, 2008, seeks to hold defendants liable under §§ 10b and 20(a) of the Securities Exchange Act of 1934 for alleged false statements and failure to sufficiently disclose adverse facts relating to an interest rate hedge, our bad debt reserve and our internal controls; and alleged trading by certain officers while in possession of material, nonpublic information. The litigation is in its early stages, and the Company believes it has meritorious defenses.

~~Changes~~A inpurported ~~our~~shareholder ~~stockholders’~~derivative ~~equity~~action ~~accounts~~was ~~for~~filed against the ~~six~~Company ~~months~~(solely ~~ended~~as ~~February~~a nominal defendant) and certain officers and directors on August 285, 2008 in the Circuit Court of Platte County, Missouri, alleging breaches of fiduciary duties, waste of corporate assets and unjust enrichment. On May 6, 2009, ~~are~~the asplaintiffs ~~follows~~amended (the complaint to allege that the Company had improperly disclosed the bad debt provision related to an energy trading account. On July 7, 2009, the plaintiffs filed a motion for leave to amend the complaint to allege breaches of fiduciary duties relating to the Company’s proposed merger with International Assets Holding Corporation. The litigation is in ~~thousands):~~its early stages, and the Company believes it has meritorious defenses.

	CommonStock		AdditionalPaid-InCapital			TreasuryStock			AccumulatedOtherComprehensiveLoss			RetainedEarnings			TotalStockholders’Equity
Balance at August 31, 2008	$	108,016	$	10,777		$	(2,185	)	$	(1,632	)	$	112,582		$	227,558
Net loss		—		—			—			—			(53,191	)		(53,191	)
Less: reclassification adjustment for gains included in net income		—		—			—			(2,946	)		—			(2,946	)
Amortization of pension loss, net of tax		—		—			—			274			—			274
Total comprehensive loss		—		—			—			—			—			(55,863	)
Proceeds from stock option exercises		41		—			—			—			—			41
Excess tax benefit on stock options exercised		—		14			—			—			—			14
Stock-based compensation		—		1,731			—			—			—			1,731
Effect of subsidiary’s equity transactions		—		(175	)		—			—			—			(175	)
Balance at February 28, 2009	$	108,057	$	12,347		$	(2,185	)	$	(4,304	)	$	59,391		$	173,306

16. ADJUSTED NET CAPITAL REQUIREMENTS

	February 28,2009		August 31,2008
	(in thousands)
Adjusted net capital	$	66,728	$	97,334
Minimum net capital requirement		37,093		67,714

17A purported class action lawsuit was filed against the Company and certain officers and directors on July 8, 2009 in the Circuit Court of Clay County, Missouri, alleging breaches of fiduciary duties and other violations of state law arising from the Company’s proposed merger with International Assets Holding Company. ~~AGORA-X~~The litigation is in its early stages, ~~LLC~~and /the ~~NASDAQ~~Company ~~OMX~~believes ~~GROUP~~it ~~SECURITIES~~has ~~PURCHASE~~meritorious ~~AGREEMENT~~defenses.

During the three months ended February 28, 2009, the NASDAQ OMX Group (“NASDAQ OMX”) completed its $7.5 million equity investment in Agora-X, LLC, for an aggregate 20 percent ownership interest, by contributing the remaining $2.5 million in cash consideration. Subsequent to the completion of the transaction, the Company maintains an 80 percent ownership interest in Agora-X. As a result of the transaction, the Company recorded minority interest of $2.5 million, and no gain has been recorded in the consolidated statement of operations. The proceeds of the NASDAQ OMX investment are being used to continue development of its electronic communications network for institutional trading in certain over-the-counter commodities contract launched during the three months ended February 28, 2009. In connection with the completion of the initial investment, Agora-X issued NASDAQ OMX a warrant, exercisable on or before May 1, 2009, to acquire up to an additional 20 percent interest in Agora-X represented by preferred membership units in exchange for additional consideration of $7.5 million.

18. OPERATING SEGMENT INFORMATION

The Company reports its operating segments based on services provided to customers, which includes C&RM, CES, and Financial Services. The C&RM segment offers commodity services to its customers, with an emphasis on risk management using futures, options and other derivative instruments traded on exchanges and through over-the-counter markets. The CES segment offers low-cost clearing and direct execution services to commodities firms, fund operators, commodities traders and others. The Financial Services segment offers financing and facilitation for customers to finance the purchase of commodities. The Corporate and Other segment consists of development expenses and income from investments in other companies accounted for using the equity method, and overall corporate-level expenses primarily related to employee compensation and benefits, travel, technology, professional fees, director fees, interest and general insurance. In fiscal 2008, the Company discontinued reporting a Grain Merchandising segment because the Company sold its majority interest in FGDI, which represented the Grain Merchandising segment, during the fourth quarter of fiscal 2007. The remaining 25% equity interest in FGDI is included in the Corporate and Other segment.

The following table presents the significant items by operating segment for the results of operations for the three and six month periods ended February 28, 2009 and February 29, 2008, respectively, and the balance sheet data as of those dates:

	Commodity &RiskManagementServices		Clearing &ExecutionServices			FinancialServices		Corporate& Other			ReconcilingAmounts			Total
	(in thousands)
Three Months Ended February 28, 2009
Total revenues	$	28,644	$	27,486		$	778	$	34		$	(297	)	$	56,645
Interest revenue		723		3,227			739		22			—			4,711
Interest expense		307		473			313		—			(10	)		1,083
Income (loss) before minority interest andincome taxes		3,859		(84,811	)		60		(6,190	)		—			(87,082	)
Total assets		998,404		827,644			26,174		83,283			(14,757	)		1,920,748
Three Months Ended February 29, 2008
Total revenues	$	47,325	$	40,948		$	3,502	$	1,007		$	(740	)	$	92,042
Interest revenue		7,532		8,964			2,318		288			(244	)		18,858
Interest expense		54		20			1,776		—			(41	)		1,809
Income (loss) before minority interest andincome taxes		21,764		8,656			471		(2,175	)		(227	)		28,489
Total assets		1,551,587		738,144			143,131		43,190			(18,123	)		2,457,929
	Commodity &RiskManagementServices		Clearing &ExecutionServices			FinancialServices		Corporate& Other			ReconcilingAmounts			Total
	(in thousands)
Six Months Ended February 28, 2009
Total revenues	$	66,620	$	71,912		$	1,892	$	2,401		$	(628	)	$	142,197
Interest revenue		4,169		12,333			1,715		61			—			18,278
Interest expense		555		932			985		—			(23	)		2,449
Income (loss) before minority interest andincome taxes		8,480		(92,370	)		120		(8,128	)		—			(91,898	)
Total assets		998,404		827,644			26,174		83,283			(14,757	)		1,920,748
Six Months Ended February 29, 2008
Total revenues	$	84,601	$	73,986		$	5,466	$	2,714		$	(1,091	)	$	165,676
Interest revenue		13,648		14,334			3,900		682			(325	)		32,239
Interest expense		57		41			3,035		—			(123	)		3,010
Income (loss) before minority interest andincome taxes		38,927		13,812			527		(3,437	)		(259	)		49,570
Total assets		1,551,587		738,144			143,131		43,190			(18,123	)		2,457,929

19. COMMITMENTS AND CONTINGENCIES

Securities Litigation

The Company and certain of our officers have been named as defendants in an action filed in the United States District Court for the Western District of Missouri on July 15, 2008. The action, which purports to be brought as a class action on behalf of purchasers of FCStone common stock between November 15, 2007 and July 9, 2008, seeks to hold defendants liable under §§ 10b and 20(a) of the Securities Exchange Act of 1934 for alleged false statements and failure to sufficiently disclose adverse facts relating to an interest rate hedge, our bad debt reserve and our internal controls; and alleged trading by certain officers while in possession of material, nonpublic information. The litigation is in its early stages, and we believe we have meritorious defenses.

A purported shareholder derivative action was filed against the Company (solely as a nominal defendant) and certain officers and directors on August 5, 2008 in the Circuit Court of Platte County, Missouri, alleging breaches of fiduciary duties, waste of corporate assets and unjust enrichment. The litigation is in its early stages, and the Company believes it has meritorious defenses.

Sentinel Litigation

On August 29, 2008, the bankruptcy trustee of Sentinel Management Group, Inc. (“Sentinel”) filed adversary proceedings against FCStone, LLC and 10 other futures commission merchants in the Bankruptcy Court for the Northern District of Illinois seeking avoidance of alleged transfers or withdrawals of funds received by the futures commission merchants within 90 days prior to the filing of the Sentinel bankruptcy petition, as well as avoidance of post-petition distributions. The trustee seeks recovery of pre- and post-petition transfers totaling approximately $15.5 million. The case is in its very early stages; the court has not made any substantive rulings, discovery has not commenced and no trial date has been set. However, FCStone, LLC intends to defend the matter vigorously, and to coordinate its defense with the other futures commission merchants.

Other

From time to time and in the ordinary course of our business, the Company is a plaintiff or a defendant in other legal proceedings related to various issues, including worker’s compensation claims, tort claims, contractual disputes and collections. The Company carries insurance that provides protection against certain types of claims, up to the policy limits of our insurance. It is the opinion of management that none of the other known legal actions will have an adverse impact on the Company’s consolidated financial position, results of operations or liquidity.

We are currently unable to predict the outcome of the claims discussed and believe their current status does not warrant accrual under the guidance of Statement on Financial Accounting Standards No. 5, Accounting for Contingencies , since the amount of any liability is neither probable nor reasonably estimable. As such, no amounts have been accrued in the financial statements. We intend to vigorously defend the claims against us and will continue to monitor the status and results of the claims and assess the need for future accruals.

Exchange Member Guarantees

The Company is a member of various exchanges that trade and clear futures and option contracts. Associated with its membership, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchange. While the rules governing different exchange memberships vary, in general the Company’s guarantee obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the exchange. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the consolidated financial statements for these agreements and believes that any potential requirement to make payments under these agreements is remote.

2018. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to financial instruments in the normal course of its business. These instruments are primarily the execution of orders for commodity futures, options, and forward foreign currency contracts on behalf of its customers, substantially all of which are transacted on a margin basis. Such transactions may expose the Company to significant credit risk in the event margin collateral held in accordance with the Company’s margin requirements are not sufficient to fully cover losses that customers may incur. The Company attempts to address the risks associated with these transactions by requiring customers to maintain margin deposits in compliance with individual exchange regulations and internal guidelines. The Company monitors required margin levels daily, and therefore, may require customers to deposit additional collateral or reduce positions when necessary or advisable. The Company also establishes credit limits for customers which are monitored daily. The Company evaluates each customer’s creditworthiness on a case by case basis. Clearing, financing, and settlement activities may require the Company to maintain funds with or pledge securities as collateral with other financial institutions. In the event the counterparty is unable to meet its contractual obligation, the Company may be exposed to risk. The Company attempts to address these risks by assessing the credit worthiness of each counterparty, establishing limits, and monitoring compliance on a daily basis. Additionally, the Company monitors collateral fair value on a daily basis and adjusts collateral levels in the event of excess market exposure. Generally, these exposures to both customers and counterparties are subject to master netting or customer agreements which reduces the exposure to the Company.

2624

With over-the-counter derivative transactions, wethe ~~act~~Company acts as a principal, which exposes usit to the credit risk of both ~~our~~its customers and the counterparties with which weit ~~offset~~offsets ~~our~~its customer positions. As with exchange-traded transactions, ~~our~~its over-the-counter transactions require that wethe Company meet initial and variation margin payments on behalf of ~~our~~its customers before weit ~~receive~~receives the required payment from ~~our~~its customers. Over-the-counter customers are required to post sufficient collateral to meet margin requirements based on Value at Risk models as well as variation margin requirements ~~requirement~~ based on the price movement of the commodity in which they transact. ~~Our~~The Company’s customers are required to make any required margin deposits the next business day, and wethe Company may require ~~our~~its largest clients to make intra-day margin payments during periods of significant price movement. WeThe ~~have~~Company has the ability to increase the margin requirements for customers based on their open positions, trading activity, or market conditions.

The Company is also a party to ~~guarantees~~a guarantee of payment and performance, by a third party, of an ethanol marketing ~~agreements~~agreement with ~~certain~~a risk management ~~customers~~ customer which would require the Company to purchase the output of the customer if the third party could not perform under the marketing agreement. The ~~guarantees~~guarantee dodoes not have a set term, and the underlying ~~agreements~~agreement cannot be terminated by the third party unless the customer breaches the agreement. The maximum potential amount of future payments required under the ~~guarantees~~guarantee cannot be estimated because the underlying marketing ~~agreements~~agreement dodoes not specify the amount or the price of the ethanol to be purchased during the term of the agreement. The price of the ethanol to be purchased is at the discretion of the Company.

2119. SUBSEQUENT EVENTS

~~Subsequent~~On ~~to February~~June 2824, 2009, ~~CoBank~~FCStone, ~~ACB~~LLC, entered into an amendment with Bank of Montreal (“~~CoBank~~BMO”)~~informed~~, as administrative agent, and the lenders ~~Company~~party ~~that~~thereto ~~its~~(the ~~$20~~“First ~~million~~Amendment”). ~~line~~The ofFirst ~~credit~~Amendment ~~used~~amends ~~for~~the ~~OTC~~Credit ~~margin~~Agreement ~~would not~~dated beas ~~renewed~~of July 23, as2008 between the ~~Company’s~~parties ~~new~~(the ~~ownership~~Credit ~~structure~~Agreement, ~~subsequent~~together with the First Amendment, are hereinafter collectively referred to as the ~~initial~~“Amended ~~public~~Credit ~~offering,~~Agreement”). noLoans ~~longer~~made ~~meets~~under the ~~eligibility~~Amended ~~requirements~~Credit toAgreement ~~borrow~~bear ~~directly~~interest ~~from~~at ~~CoBank~~1.50% plus the greatest of (a) the prime commercial rate; (b) the federal funds rate plus one half of 1%; and (c) LIBOR plus 1.00%. FCStone, LLC, will pay a commitment fee of 0.50% of the unused commitments. The ~~Company~~First ~~currently~~Amendment ~~has~~decreased nothe aggregate amount ~~outstanding~~of onall ~~this~~commitments ~~line~~allowed under the Amended Credit Facility to $150.0 million. As of the ~~credit~~effective ~~(see~~date ~~note~~of ~~10)~~the First Amendment, BMO Capital Markets Financing, Inc. and Bank of America, N.A. had committed an aggregate of $75.0 million under the Amended Credit Facility. The termination date of the Amended Credit Agreement is June 23, 2010, or such earlier date as the commitments are terminated pursuant to the Amended Credit Agreement.

~~Additionally~~On July 1, ~~CoBank~~2009, ~~informed~~ the Company and ~~that~~International ~~its~~Assets ~~line~~Holding Corporation (“International Assets”) entered into an Agreement and Plan of ~~credit~~Merger ~~facility~~(the ~~related~~“Merger Agreement”), pursuant to which the ~~commodity~~Company ~~financing~~will merge (the “Merger”) with a wholly-owned ~~program~~subsidiary ~~would~~of ~~not~~International Assets. Under the terms of the Merger Agreement, the Company’s stockholders will receive 0.2950 shares of International Assets’ common stock for each share of the Company common stock they own. It is anticipated that International Assets’ current stockholders will own approximately 52.5 percent of International Asset following the Merger and the Company’s current stockholders will own the remaining approximately 47.5 percent. The Merger is expected to be ~~renewed~~tax free to stockholders of both companies. AtFollowing ~~February 28,~~the ~~2009~~Merger, Sean O’Connor will continue to serve as Chief Executive Officer and as a director of International Assets. Paul Anderson will serve as President and a director of International Assets while retaining the ~~Company~~position ~~had~~of ~~amounts~~Chief ~~outstanding~~Executive ~~with~~Officer ~~CoBank~~of onthe ~~this~~Company. ~~line~~The Board of ~~credit~~Directors of $4International Assets will consist of thirteen directors, seven designated by International Assets and six designated by the Company.1 ~~million~~The combined company will continue to list its common stock on the Nasdaq Global Market and trade under the symbol IAAC. The Merger is subject to shareholder and regulatory approval, ~~relating~~and is expected to close in the ~~financing~~fourth calendar quarter of ~~grain~~2009. ~~inventory~~The ~~(see~~Merger ~~notes~~Agreement 5contains certain termination rights for both the Company and 10International Assets. Upon termination of the Merger Agreement under specified circumstances (including an adverse change by International Assets’ board of directors of its recommendation to stockholders to vote for the Merger) International Assets may be required to pay the Company a termination fee of $4.9 million and expenses of up to $2 million.

~~Subsequent~~In toconnection ~~February 28,~~with ~~2009,~~the ~~Deere~~Merger ~~Credit~~Agreement, ~~Inc. informed~~ the Company ~~that~~entered ~~its~~into ~~line~~an ofoption ~~credit~~agreement ~~facility~~with ~~related~~International toAssets (the ~~commodity~~“Option ~~financing~~Agreement”). ~~program~~Upon ~~would~~termination ~~not~~of bethe ~~renewed.~~Merger AtAgreement ~~February 28,~~under ~~2009,~~other specified circumstances (including an adverse change by the Company ~~had~~of ~~amounts~~its ~~outstanding~~recommendation ~~with~~to ~~Deere~~stockholders onto ~~this~~vote ~~line~~for the Merger), under the Option Agreement an option to purchase newly issued shares of ~~credit~~the common stock of ~~$2.4~~the ~~million,~~Company ~~relating~~equal to ~~the~~19.9% ~~financing~~of its outstanding common shares becomes exercisable for a period of ~~grain~~six ~~inventory~~months. ~~(see~~The ~~notes~~exercise 5price ~~and~~for ~~10)~~the option is $4.15 per share.

On25 March 19, 2009, the Company and Mr. Steve Gutierrez executed a Separation Agreement and General Release (the “Separation Agreement”) providing for his retirement as Chief Operations Officer from the Company effective March 13, 2009. The Separation Agreement provides certain compensation and benefits in connection with his retirement and supersedes the existing employment agreement with the Company. Based on the terms of the Separation Agreement, the Company expects to incur compensation expense totaling $1.9 million in the third quarter of fiscal 2009, including acceleration of the unvested long-term incentive plan award and remaining unvested stock options previously awarded.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are an integrated commodity risk management company providing risk management consulting and transaction execution services to commercial commodity intermediaries, end-users and producers. We assist primarily middle-market customers in optimizing their profit margins and mitigating commodity price risk. In addition to our risk management consulting services, we operate an independent clearing and execution platform for exchange-traded futures and options contracts. During the last twelve months, we have served more than 8,000 customers and transacted more than 8673.87 million contracts in the exchange-traded and over-the-counter (“OTC”) markets. We also assist our customers with the financing, transportation and merchandising of their physical commodity inventories.

We currently operate in three reportable segments consisting of Commodity and Risk Management Services (“C&RM”), Clearing and Execution Services (“CES”) and Financial Services. We also report a Corporate and Other segment, which contains corporate investment income, and direct corporate expenses, development expenses, and income from equity investments not directly attributable to our operating segments. Agora-X, LLC (“Agora-X”) is aan ~~startup~~80% ~~subsidiary~~owned development-stage entity formed to ~~develop~~create an electronic communications network for OTC commodity contracts.

Historically, our profitability has primarily been driven by the C&RM and CES segments of our business. In the three and ~~six~~nine months ended ~~February~~May 2831, 2009, the C&RM segment experienced a significant decline in income before minority interest and income taxes primarily due to significant declines in exchange-traded and OTC contract trading activity by our customers. The CES ~~segment~~ segment experienced a significant loss before minority interest and income taxes, primarily due to a specific energy trading customer account deficit. For the three and ~~six~~nine months ended ~~February~~May 2831, 2009, we recorded a provision for bad debts of $875.2 million and $~~112~~111.9 5 million, respectively, comprised of increases to the allowance for doubtful accounts, net of expected recoveries, primarily resulting from anthe ~~account deficit related to a~~ significant energy trading account ~~in the CES segment~~deficit. ~~For the three and six months ended February 29, 2008, the provision for bad debts totaled $0.1 million and $0.2 million, respectively.~~ Additionally, both segments have been impacted negatively by the ~~sharp~~decline ~~declines~~ in short-term interest rates to historically low levels, and declines in investable customer segregated and OTC deposits.

It is important that you read our consolidated financial statements in conjunction with the notes to our consolidated financial statements and the segment disclosure included below. The following table sets forth for each segment the income (loss) from continuing operations before minority interest and income tax expense for the three and ~~six~~nine months ended ~~February~~May 2831, 2009 and ~~February 29,~~ 2008.

	Three Months Ended						Six Months Ended
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	February 28,2009			February 29,2008			February 28,2009			February 29,2008
	2009			2008			2009			2008
	(in thousands)
Commodity and Risk Management Services	$	32,~~859~~287		$	2115,~~764~~351		$	810,~~480~~767		$	3854,~~927~~278
Clearing and Execution Services		(844,~~811~~687	)		81,~~656~~260			(9297,~~370~~057	)		1315,~~812~~072
Financial Services		60160			~~471~~656			~~120~~280			~~527~~1,183
Corporate and Other		(69,~~190~~762	)		(24,~~402~~096	)		(817,~~128~~890	)		(37,~~696~~792	)
Income (loss) from continuing operations before minority interest and income tax (benefit) expense	$	(87,082	)	$	28,489		$	(91,898	)	$	49,570
Income (loss) from continuing operations before minorityinterest and income tax expense (benefit)	$	(12,002	)	$	13,171		$	(103,900	)	$	62,741

Statement of Operations

Revenues

Our revenues are comprised of: (1) commissions and clearing fees, (2) risk management service, consulting and related brokerage fees, (3) interest income, (4) other revenues and (5) sales of commodities.

Commissions and clearing fees. Commissions and clearing fees represent revenues generated from exchange-traded and foreign exchange (“Forex”) transactions that we execute or clear in our C&RM and CES segments. Commissions and clearing fee revenue is a product of the number of transactions we process for our customers and the rate charged on those transactions. The rate that we charge our customers varies by type of customer, type of transaction and a customer’s volume of trading activity.

Service, consulting and brokerage fees. Service, consulting and brokerage fees are revenues generated in the C&RM segment. Service revenues are monthly fees charged to Integrated Risk Management Program (“IRMP”) customers for customized risk ~~management consulting services. Consulting fees are primarily fees we charge for providing various other risk~~ management-related consulting services to customers, which are generally performed on either a monthly or project-by-project basis. Brokerage fees are generated from OTC derivative trades and Forex trades executed with our customers and with other counterparties. These brokerage fees vary on a per trade basis depending on the level of service provided and the type of transaction. When transacting OTC and Forex contracts with our customers, we will generally offset the customers’ transaction simultaneously with one of our trading counterparties. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and will offset that transaction with a similar, but not identical, position on an exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our customer. We record revenue on these inmaterial transactions based on difference in fair market value when valuing all open positions.

~~Interest~~26 income. Interest income is primarily driven by the level of customer segregated assets deposited with us and the level of short-term interest rates. The level of customer segregated assets deposited with us is directly related to transaction volume and open contract interest of our customers. The majority of the interest we earn relates to client balances held with us on deposit to satisfy margin requirements, on which we may return a portion of the interest to our customers. We report interest revenues net of interest returned to customers. Additionally, we earn interest from our internally-generated cash balances invested in short-term marketable securities, and also from financing fees related to commodity inventory repurchase programs within our Financial Services segment.

Other revenue. Other revenue represents various ancillary revenue streams, including transportation-related income, profit-share arrangements and patronage income in our Financial Services segment, dividend income and income from equity investments and non-recurring items. Historically, income from non-recurring items have included gains on the sale of exchange stock and exchange seats, special dividends and litigation settlements, and can vary significantly from period-to-period.

Sales of commodities. During fiscal 2009, sales of commodities represent revenue generated from the sale of Renewable Identification Numbers. During fiscal 2008, sales of commodities represent revenue generated from the sale of Chicago Climate Exchange (“CCX”) carbon financial instruments (“CFIs”). When evaluating commodity sales, management focuses on the margin (gross profit) from commodity sales (see “Non-GAAP Financial Measures”). The focus on gross profit from commodity sales removes the effect of commodity price driven changes on revenue and cost of goods sold, which may not have an effect on net income.

Costs and Expenses

Cost of commodities sold. During fiscal 2009 and 2008, cost of commodities represents the product of the volume of purchased RINs and CFIs, and their related costs, respectively.

Employee compensation and commissions. Employee compensation and commissions consists of salaries, incentive compensation and commissions and is one of our primary operating expenses. We classify employees as either risk management consultants or salaried and support personnel, which includes our executive officers. The most significant component of our compensation expense is the employment of our risk management consultants, who are compensated with commissions based on the revenues their customers generate. Accordingly, our commission expense component is variable and is dependent on our commission revenue and service, consulting and brokerage fee revenue.

management consulting services. Consulting fees are primarily fees we charge for providing various other risk management-related consulting services to customers, which are generally performed on either a monthly or project-by-project basis. Brokerage fees are generated from OTC derivative trades and Forex trades executed with our customers and with other counterparties. These brokerage fees vary on a per trade basis depending on the level of service provided and the type of transaction. When transacting OTC and Forex contracts with our customers, we will generally offset the customers’ transaction simultaneously with one of our trading counterparties. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and will offset that transaction with a similar, but not identical, position on an exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our customer. We record revenue through the consolidated statement of operations on these trade-desk transactions based on differences in fair market value when valuing all open positions on a monthly basis.

Interest income. Interest income is primarily driven by the level of customer segregated and OTC assets deposited with us and the level of short-term interest rates. The level of customer assets deposited with us is directly related to transaction volume and commodity open contract interest of our customers. The majority of the interest we earn relates to client balances held with us on deposit to satisfy margin requirements, on which we may return a portion of the interest to our customers. We report interest revenues net of interest returned to customers. Additionally, we earn interest from our internally-generated cash balances invested in short-term marketable securities, and also from financing fees related to commodity inventory repurchase programs within our Financial Services segment.

Other revenue. Other revenue represents various ancillary revenue streams, including transportation-related income, profit-share arrangements and patronage income in our Financial Services segment, dividend income, income from equity investments (including our 25% interest in FGDI, LLC (“FGDI”)) and non-recurring items. Historically, income from non-recurring items have included gains on the sale of exchange stock and exchange seats, dividends and litigation settlements, and can vary significantly from period to period.

Sales of commodities. During fiscal 2009, sales of commodities represent revenue generated from the sale of corn and wheat, Renewable Identification Numbers (“RINs”) and Chicago Climate Exchange (“CCX”) carbon financial instruments (“CFIs”). During fiscal 2008, sales of commodities represent revenue generated from the sale of CFIs. When evaluating commodity sales, management focuses on the margin (gross profit) from commodity sales (see “Non-GAAP Financial Measures”). The focus on gross profit from commodity sales removes the effect of commodity price driven changes on revenue and cost of goods sold, which may not have an effect on net income. The corn and wheat purchase and sale transactions were related to a specific inventory repurchase financing transaction within our Financial Services segment. The purchase and sale of RINs and CFIs are an ancillary activity and not part of our core operating model.

Costs and Expenses

Cost of commodities sold. During fiscal 2009 and 2008, cost of commodities represents the product of the volume of purchased corn and wheat bushels, RINs and CFIs, and their related costs, respectively.

Employee compensation and commissions. Employee compensation and commissions consists of risk management consultant commissions, salaries, short-term and long-term incentive compensation and share-based compensation, and is one of our primary operating expenses. We classify employees as either risk management consultants or salaried and support personnel, which includes our executive officers. The most significant component of our compensation expense is the employment of our risk management consultants, who are compensated with commissions based on the revenues their customers generate. Accordingly, our commission expense component is variable and is dependent on our commission revenue and service, consulting and brokerage fee revenue.

Pit brokerage and clearing fees. Pit brokerage and clearing fees relate directly to expenses for exchange-traded futures and options clearing and settlement services, including fees we pay to the exchanges and the floor pit brokers. These fees are variable and fluctuate based on transaction volume. Clearing fees are passed on to our customers and presented gross in the consolidated statements of operations under the Financial Accounting Standards Board (“FASB”) Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts (as Amended), as there is no right of offset.

Introducing broker commissions. Introducing broker commissions are commissions that we pay to non-employee third parties that have introduced customers to us. Introducing brokers are individuals or organizations that maintain relationships with customers and accept futures, options and ~~options~~foreign exchange orders from those customers. We directly provide all account, transaction and margining services to introducing brokers, including accepting money, securities and property from the customers. The commissions we pay an introducing broker vary based on a variety of factors, including the trading volume of the customers introduced to our company. This expense is variable and is directly related to the overall volume of trades by those customers.

~~Employee~~27 benefits and payroll taxes. Employee benefits and payroll taxes expense consist primarily of employee health insurance, a defined benefit pension plan, two defined contribution plans (401(k) and ESOP), and payroll taxes. Accordingly, these expenses normally fluctuate in relation to employee compensation and commissions and the number of employees. Effective September 1, 2008, all benefit accounts under our defined benefit pension plan were frozen and no additional benefits will be accrued for active participants under the plan, see Note 12 to the consolidated financial statements.

InterestTable expense. Interest expense consists of interest charged to us by our lenders on outstanding loans, lines of credit and letters of credit outstanding. Our interest expense depends on the amount of debt outstanding and the interest rate environment, with all of our credit lines bearing interest at variable rates. A significant portion of our interest expense arises from the commodity inventory repurchase programs offered to customers within our Financial Services segment, and is economically offset with financing fees earned from the programs and presented as interest income. Contents

Employee benefits and payroll taxes. Employee benefits and payroll taxes expense consist primarily of employee health insurance, two defined benefit pension plans, two defined contribution plans (401(k) and ESOP), and payroll taxes. Accordingly, these expenses normally fluctuate in relation to employee compensation and commissions and the number of employees. Effective September 1, 2008, all benefit accounts under our defined benefit pension plans were frozen and no additional benefits will be accrued for active participants under the plans, see Note 9 to the consolidated financial statements.

Interest expense. Interest expense consists of interest and related fees charged to us by our lenders on outstanding loans and letters of credit, commitment fees on certain lines of credit and the amortization of debt issuance costs. Our interest expense depends primarily on the amount of debt outstanding, cost of obtaining financial facilities and the interest rate environment, with all of our credit lines bearing interest at variable rates. A significant portion of our interest expense arises from the commodity inventory repurchase programs offered to customers within our Financial Services segment, and is economically offset with financing fees earned from the programs and presented as interest income.

Depreciation and amortization. Depreciation expense arises from the depreciation of equipment, furniture, software and leasehold improvements. Amortization arises from the amortization of intangible assets with determinable useful lives.

Provision for bad debts. The provision for bad debts consists of both losses on known defaults of customers and brokers, as well as a provision to the allowance for accounts that we believe may become uncollectible through our review of the daily account deficit reports, historical aging of our receivables and our monitoring of the financial strength of our customers, brokers and counterparties.

~~Other~~Impairment ~~expenses.~~loss ~~Other~~on ~~expenses~~goodwill. ~~consist~~Impairment ~~primarily~~losses ofon ~~office~~goodwill and ~~equipment~~indefinite-lived ~~rent,~~intangibles ~~communications,~~are ~~marketing~~evaluated for ~~information,~~impairment ~~travel,~~on ~~advertising,~~an ~~insurance~~annual basis, ~~professional~~or ~~fees~~more ~~and~~frequently ~~other~~if ~~various expenses. Other expenses also include~~ impairment ~~losses.~~indicators ~~The~~arise, ~~majority~~using ofa ~~these~~fair-value-based ~~expenses~~test ~~are~~that ~~relatively~~compares ~~fixed~~the infair ~~nature~~value ~~and~~of dothe ~~not~~asset ~~necessarily~~to ~~vary~~its ~~directly~~carrying ~~with changes in revenue~~value.

~~Minority~~Other ~~interest~~expenses. OnOther ~~March 3,~~expenses ~~2008,~~consist ~~the~~primarily ~~Company~~of ~~executed~~office anand ~~agreement~~equipment ~~with~~rent ~~NASDAQ~~and ~~OMX Group~~expenses, ~~Inc. (“NASDAQ”)~~communications inand ~~which~~marketing ~~NASDAQ contributed cash of approximately $5.0 million in exchange for preferred units in the Company’s subsidiary~~information, ~~Agora-X. The NASDAQ’s initial interest associated with the preferred units was 13.3% ownership~~travel, ~~in Agora-X. During the three months ended February 28~~printing, ~~2009~~insurance, ~~NASDAQ~~legal ~~completed~~and ~~its~~professional ~~initial $7.5 million equity investment~~fees, ~~contributing~~dues anand ~~additional~~fees ~~$2.5~~and ~~million~~other ofvarious ~~cash consideration for a total ownership interest of 20%~~expenses. InThe ~~connection~~majority ~~with the completion~~ of ~~its~~these ~~initial~~expenses ~~investment,~~are ~~Agora-X~~relatively ~~issued~~fixed ~~NASDAQ~~in anature ~~warrant,~~and ~~exercisable~~do onnot ornecessarily ~~before~~vary ~~May 1,~~directly ~~2009,~~with tochanges ~~acquire up to an additional 20 percent interest~~ in ~~Agora-X represented by preferred membership units in exchange for additional consideration of $7~~revenue.5 ~~million.~~

Minority interest. On March 3, 2008, the Company executed an agreement with NASDAQ OMX Group, Inc. (“NASDAQ”) in which NASDAQ contributed cash of approximately $5.0 million in exchange for preferred units in the Company’s subsidiary, Agora-X. NASDAQ’s initial interest associated with the preferred units was 13.3% ownership in Agora-X. During the second quarter of fiscal 2009, NASDAQ completed its $7.5 million equity investment, contributing an additional $2.5 million of cash consideration for a total ownership interest of 20%.

Income tax expense (benefit). Income tax expense consists of current and deferred tax expense relating to federal, state and local taxes. We file a consolidated federal income tax return and combined state and local income tax returns for all wholly-owned subsidiaries.

30Loss from discontinued operations. The loss from discontinued operations is comprised of impairment losses from our previously majority-owned biodiesel development plant, operating losses from the discontinuance of its operations and costs incurred in disposition of the plant. We completed the disposition of the facility on October 8, 2008.

Loss from discontinued operations. The loss from discontinued operations is comprised of impairment losses from Green Diesel’s biodiesel development plant, operating losses from the discontinuance of its operations and costs incurred in disposition of the plant. We completed the disposition of this facility on October 8, 2008.

Non-GAAP Financial Measures

The body of U.S. generally accepted accounting principles is commonly referred to as “GAAP.” A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted under applicable GAAP guidance. In this report on Form 10-Q, we disclose revenues, net of cost of commodities sold, and earnings before interest, taxes, depreciation and amortization, impairment loss on goodwill and losses from discontinued operations, net of applicable taxes (“EBITDA”), both of which are non-GAAP financial measures. Revenues, net of cost of commodities sold, is not a substitute for the GAAP measure of total revenues. EBITDA is not a substitute for the GAAP measure of net income or operating cash flows.

Revenues, Net of Cost of Commodities Sold

Revenues, net of cost of commodities sold, consists of total revenues presented as determined in accordance with GAAP, less the cost of commodities sold. Revenues, net of cost of commodities sold, is a non-GAAP financial measure that is used in this report on Form 10-Q because our management considers it an important supplemental measure of our performance. ~~Management~~ Our management believes revenues, net of cost of commodities sold, is a more relevant measure of both our revenue growth and our economic interest in these commodities transactions because it removes the effect of commodity price driven changes in revenue and cost of commodities sold, which may not have a meaningful effect on net income. In managing our business, management has historically focused on revenues derived from sales of commodities, net of cost of commodities sold. This financial measure is meaningful in managing our business as profit is driven more by the margin on commodities sold rather than the price of the commodities and analyzing consolidated costs and expenses as a percentage of total revenue is not meaningful because total revenues related to commodity sales is a disproportionately large number compared to margin. Measuring expense as a percentage of revenues, net of cost of commodities sold, provides a clearer understanding of the trends in costs and expenses and expense management.

The following table reconciles revenues, net of cost of commodities sold, with our total revenues.

	Three Months Ended						Six Months Ended
	Three Months EndedMay 31,							Nine Months EndedMay 31,
	February 28,2009			February 29,2008			February 28,2009			February 29,2008
	2009				2008			2009			2008
	(in thousands)
Revenues:
Commissions and clearing fees	$	3430,~~551~~668		$	~~45,613~~$	47,714	$	~~79,051~~$	109,719	$	~~84,995~~$	132,709
Service, consulting and brokerage fees		149,~~088~~655			~~24,183~~	28,339		~~33,629~~	43,284		~~40,457~~	68,796
Interest		43,~~711~~519			~~18,858~~	5,296		~~18,278~~	21,797		~~32,239~~	37,535
Other		~~127~~(2,336	)		~~2,038~~	1,632		~~7,894~~	5,558		~~6,635~~	8,267
Sales of commodities		315,~~168~~954			~~1,350~~	608		~~3,345~~	19,299		~~1,350~~	1,958
Total revenues		5657,~~645~~460			~~92,042~~	83,589		~~142,197~~	199,657		~~165,676~~	249,265
Less: Cost of commodities sold		315,~~108~~811			~~830~~	205		~~3,280~~	19,091		~~830~~	1,035
Revenues, net of cost of commodities sold	$	5341,~~537~~649		$	~~91,212~~$	83,384	$	~~138,917~~$	180,566	$	~~164,846~~$	248,230

EBITDA

EBITDA consists of net income (loss) before interest expense, income tax (benefit) expense, depreciation and amortization, impairment loss on goodwill and loss on discontinued operations, net of applicable taxes. We have included EBITDA in this report on Form 10-Q because our management uses it as an important supplemental measure of our performance and believes that it is frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We use EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. Our management also believes that EBITDA is a useful tool for measuring our ability to meet our future debt service, capital expenditures and working capital requirements, and EBITDA is commonly used by us to measure our ability to service indebtedness. EBITDA is not a substitute for the GAAP measure of net income and is not necessarily a measure of our ability to fund our cash needs. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA as presented for us may not be comparable to EBITDA reported by other companies. EBITDA has material limitations as a performance measure because it excludes interest expense, income tax (benefit) expense, depreciation and amortization, impairment loss on goodwill and losses on discontinued operations, net of tax.

The following table reconciles EBITDA with our net income (loss).

	Three Months Ended					Six Months Ended
	Three Months EndedMay 31,					Nine Months EndedMay 31,
	February 28,2009			February 29,2008		February 28,2009			February 29,2008
	2009			2008		2009			2008
	(in thousands)
Net income (loss)	$	(508,~~215~~076	)	$	128,~~116~~007	$	(5361,~~191~~267	)	$	2533,~~201~~208
Plus: interest expense		~~1,083~~989			1,~~809~~394		23,~~449~~438			34,~~010~~404
Plus: depreciation and amortization		~~757~~808			~~376~~604		12,~~360~~168			~~732~~1,336
Plus: income tax (benefit) expense		(36,633	)		10,700		(38,483	)		18,650
Plus (less): income tax (benefit) expense		(3,650	)		4,850		(42,133	)		23,500
Plus: impairment loss on goodwill		~~714~~—			—		1,888			—
Plus: loss on discontinued operations, net of tax		—			~~5,673~~364		131			56,~~719~~083
EBITDA	$	(849,~~294~~929	)	$	3015,~~674~~219	$	(8595,~~846~~775	)	$	5368,~~312~~531

Results of Operations

Three Months Ended ~~February~~May 2831, 2009 Compared to Three Months Ended ~~February~~May 2931, 2008

Executive Summary

We recorded a net loss of $508.21 million in the three months ended ~~February~~May 2831, 2009, compared to net income of $128.10 million recorded for the three months ended ~~February~~May 2931, 2008, a decrease in profitability of $6216.31 million. This decrease was primarily driven by the ~~recognition~~significant ofdecline in exchange-traded and OTC customer trading activity across nearly all business lines and historically low short-term interest rates. Also, we recorded an additional $865.32 million in bad debt ~~provisions~~provision related to athe ~~significant~~disposition ~~increase~~of in a specific energy trading customer account deficit during the current quarter. ~~and~~See to“Operations aby Segment” ~~lesser~~and ~~extent~~“Capital ~~the~~Resources ~~combination~~and ofLiquidity” afor ~~significant~~additional ~~decline~~discussion inrelated to customer trading activity ~~across~~declines ~~nearly~~and ~~all~~the ~~business~~specific ~~lines~~energy ~~and~~trading ~~historically~~customer ~~low~~account ~~short-term~~deficit. ~~interest~~We ~~rates.~~incurred ~~See “Operations~~a byloss ~~Segment”~~realized ~~and~~through ~~“Capital~~our ~~Resources~~equity ~~and~~investment in ~~Liquidity”~~FGDI ~~for~~of ~~additional~~$2.8 ~~discussion~~million ~~related~~relating to the ~~energy~~settlement ~~customer~~by ~~account~~FGDI ~~deficit~~of a contractual dispute through litigation in June 2009. ~~Our~~We ~~underlying~~did ~~core~~not have any direct involvement in the disputed commodity ~~risk~~contracts, ~~management~~nor ~~consulting~~did ~~business~~we ishave ~~still~~any ~~performing~~participation ~~well~~in settlement ~~despite~~proceedings. aWe ~~difficult~~also ~~commodity~~incurred ~~market~~compensation ~~environment,~~expense ~~characterized~~totaling by$1.9 million in the ~~liquidation~~three ofmonths ~~physical~~ended ~~inventories~~May 31, ~~reduction~~2009 ofrelated ~~credit~~to ~~capacity~~the toemployment ~~carry~~termination ~~forward~~of ~~financial~~a ~~positions~~former ~~and~~executive ~~inventories~~officer, ~~and~~including ~~significantly~~acceleration ~~lower~~of ~~prices~~the unvested long-term incentive plan award and ~~volumes~~remaining unvested stock options previously awarded.

32Our underlying core commodity risk management consulting business is still performing despite low volatility throughout the commodity market environment and continued strain on our customers’ availability of credit capacity to carry forward financial positions and inventories, which has had a significant impact on trading volumes. Additionally, exchange-traded volumes within the CES segment have been impacted by the disposition of the specific energy trading customer account and our risk-reducing initiatives implemented across the CES segment.

The following chart provides a comparison of revenues, costs and expenses, and net income (loss) for the periods:

	Three Months EndedFebruary 28, 2009					Three Months EndedFebruary 29, 2008							Variance
	Three Months EndedMay 31, 2009					Three Months EndedMay 31, 2008						Variance
	InThousands			% ofRevenue,Net of Cost ofCommoditiesSold		InThousands			% ofRevenue,Net of Cost ofCommoditiesSold	~~% ofRevenue,Net of Cost ofCommoditiesSold~~		InThousands	~~InThousands~~			%Change	~~%Change~~
Sales of commodities	$	315,~~168~~954		~~5.9~~N/M	%	$	~~1,350~~608		N/M	~~1.5~~	%	$	$15,346	~~1,818~~		N/M	~~134.7~~	%
Cost of commodities sold		315,~~108~~811		~~5.8~~N/M	%		~~830~~205		N/M	~~0.9~~	%		15,606	~~2,278~~		N/M	~~274.5~~	%
Gross profit on commodities sold		60143		0.13	%		~~520~~403		0.5	~~0.6~~%	%		(260	~~(460~~)	)	(64.5	~~(88.5~~)%	)%
Commissions and clearing fees		3430,~~551~~668		6473.56	%		4547,~~613~~714		57.2	~~50.0~~%	%		(17,046	~~(11,062~~)	)	(35.7	~~(24.3~~)%	)%
Service, consulting and brokerage fees		149,~~088~~655		2623.32	%		2428,~~183~~339		34.0	~~26.5~~%	%		(18,684	~~(10,095~~)	)	(65.9	~~(41.7~~)%	)%
Interest		43,~~711~~519		8.85	%		185,~~858~~296		6.4	~~20.7~~%	%		(1,777	~~(14,147~~)	)	(33.6	~~(75.0~~)%	)%
Other		~~127~~(2,336	)	0(5.26	)%		21,~~038~~632		1.9	~~2.2~~%	%		(3,968	~~(1,911~~)	)	N/M	~~(93.8~~	)%
Revenue, net of cost of commodities sold (1)		53,537		100.0	%		91,212			100.0	%			(37,675	)		(41.3	)%
Costs and expenses
Employee compensation and broker commissions		13,019		24.3	%		15,197			16.7	%			(2,178	)		(14.3	)%
Pit brokerage and clearing fees		21,366		39.9	%		25,392			27.8	%			(4,026	)		(15.9	)%
Introducing broker commissions		4,814		9.0	%		8,747			9.6	%			(3,933	)		(45.0	)%
Employee benefits and payroll taxes		2,467		4.6	%		2,913			3.2	%			(446	)		(15.3	)%
Interest expense		1,083		2.0	%		1,809			2.0	%			(726	)		(40.1	)%
Depreciation		757		1.4	%		376			0.4	%			381			101.3	%
Provision for bad debts		87,168		162.8	%		109			0.1	%			87,059			N/M
Impairment loss on goodwill		714		1.3	%		—			—				714			100.0	%
Other expenses		9,231		17.2	%		8,180			9.0	%			1,051			12.9	%
Total costs and expenses (excluding cost of commodities sold)		140,619		262.7	%		62,723			68.8	%			77,896			124.2	%
Income (loss) from continuing operations before income tax (benefit) expense and minority interest		(87,082	)	(162.7	)%		28,489			31.2	%			(115,571	)		N/M
Minority interest		(234	)	(0.4	)%		—			0.0	%			(234	)		(100.0	)%
Income (loss) from continuing operations before income tax (benefit) expense		(86,848	)	(162.3	)%		28,489			31.2	%			(115,337	)		N/M
Income tax expense		(36,633	)	(68.4	)%		10,700			11.7	%			(47,333	)		N/M
Net income (loss) from continuing operations		(50,215	)	(93.8	)%		17,789			19.5	%			(68,004	)		N/M
Loss from discontinued operations, net of tax		—		0.0	%		(5,673	)		(6.2	)%			5,673			(100.0	)%
Net income (loss)	$	(50,215	)	(93.8	)%	$	12,116			13.3	%		$	(62,331	)		N/M

~~(1)~~30 Revenues, net of cost of commodities sold, consist of total revenues presented with the sales of commodities net of cost of commodities sold. See “Selected and Other Data—Non-GAAP Financial Measures” for further discussion of revenues, net of cost of commodities sold.


Revenue, net of cost of commodities sold (1)		41,649		100.0	%		83,384		100.0	%		(41,735	)	(50.1	)%

Costs and expenses
Employee compensation and broker commissions		12,662		30.4	%		18,098		21.7	%		(5,436	)	(30.0	)%
Pit brokerage and clearing fees		16,517		39.6	%		27,385		32.8	%		(10,868	)	(39.7	)%
Introducing broker commissions		4,612		11.1	%		8,818		10.6	%		(4,206	)	(47.7	)%
Employee benefits and payroll taxes		1,997		4.8	%		3,882		4.6	%		(1,885	)	(48.6	)%
Interest expense		989		2.4	%		1,394		1.7	%		(405	)	(29.1	)%
Depreciation		808		1.9	%		604		0.7	%		204		33.8	%
Provision for bad debts		5,260		12.6	%		1,721		2.1	%		3,539		205.6	%
Impairment loss on goodwill		—		—			—		—			—		—
Other expenses		10,806		26.0	%		8,311		10.0	%		2,495		30.0	%

Total costs and expenses (excluding cost of commodities sold)		53,651		128.8	%		70,213		84.2	%		(16,562	)	(23.6	)%

Income (loss) from continuing operations before income tax (benefit) expense and minority interest		(12,002	)	(28.8	)%		13,171		15.8	%		(25,173	)	(191.1	)%
Minority interest		(276	)	(0.6	)%		(50	)	(0.1	)%		(226	)	(100.0	)%

Income (loss) from continuing operations before income tax (benefit) expense		(11,726	)	(28.2	)%		13,221		15.9	%		(24,947	)	(188.7	)%
Income tax (benefit) expense		(3,650	)	(8.8	)%		4,850		5.8	%		(8,500	)	(175.3	)%

Net income (loss) from continuing operations		(8,076	)	(19.4	)%		8,371		10.0	%		(16,447	)	(196.5	)%
Loss from discontinued operations, net of tax		—		NA			(364	)	(0.4	)%		364		(100.0	)%

Net income (loss)	$	(8,076	)	(19.4	)%	$	8,007		9.6	%	$	(16,083	)	(200.9	)%

(1)	Revenues, net of cost of commodities sold, consist of total revenues presented with the sales of commodities net of cost of commodities sold. See “Selected and Other Data – Non-GAAP Financial Measures” for further discussion of revenues, net of cost of commodities sold.

N/M – Percentage is not meaningful.

3331

Revenues and Cost of Commodities Sold

Revenues, net of cost of commodities sold, decreased $3741.78 million, or 4150.31% from $9183.24 million in the three months ended ~~February~~May 2931, 2008, to $5341.56 million in the three months ended ~~February~~May 2831, 2009. During this period, we experienced significantly lower exchange-traded and OTC contract trading volumes ~~from customers within the agricultural and energy markets. During the period~~, ~~exchange-traded~~ contract volume decreased by 10.9 million contracts, or 40.2%, from 27.2 million in the three months ended February 29, 2008, to 16.3 million in the three months ended February 28, 2009. OTC contract trading volume decreased by 0.3 million contracts, or 72.6%, from 0.4 million in the three months ended February 29, 2008, to 0.1 million in the three months ended February 28, 2009. The decrease in OTC contract trading volume was primarily ~~due to the slowdown in the renewable fuels industry and reduced trading~~ from ~~our Latin American/Brazilian~~ customers. Inwithin the ~~CES segment~~agricultural, ~~reduced~~financial trading primarily among the high-volume, low-margin electronic trade customers resulted in a higher rate per trade during the current quarter compared to the prior comparative period. We have seen period-over-period increases in per-trade pit brokerage and ~~clearing~~energy ~~fees which began in the second half of fiscal 2008, increasing both revenues and related expenses~~markets. Interest income has decreased significantly from period to period as a result of ~~sharp~~the ~~declines~~decline in short-term interest rates to historically low levels, and adecreased ~~slight decrease in~~ interest-earning customer segregated assets and OTC deposits, as compared to the same period a year ago.

Sale of Commodities and Cost of Commodities Sold. Sales of commodities and cost of commodities sold were $315.2 9 million and $315.18 million, respectively, in the three months ended ~~February~~May 2831, 2009, and were comprised primarily of the purchase and sale of ~~Renewable~~corn, ~~Identification~~wheat ~~Numbers~~and (“RINs”). The corn and wheat purchase and sale transactions were related to a specific inventory repurchase financing transaction within our Financial Services segment, and are not expected to be recurring. The RIN activity was back-to-back purchase and sales and generated gross profit of $~~60,000~~0.1 million. Sales of commodities and cost of commodities sold were $10.46 million and $0.82 million, respectively, in the three months ended ~~February~~May 2931, 2008, and were comprised of the purchase and sale of CCX carbon financial instruments. Such sales generated $0.54 million in gross profit for the three ~~month~~months ~~period~~ ended ~~February~~May 2931, 2008. The purchase and sale of RINs and CCX carbon financial instruments are an ancillary activity and not part of our core operating model.

Commissions and Clearing Fees. Commissions and clearing fees decreased $1117.10 million, or 2435.37%, from $4547.67 million in the three months ended ~~February~~May 2931, 2008, to $3430.67 million in the three months ended ~~February~~May 2831, 2009. The decrease primarily resulted from ~~significant~~a ~~decreases~~sharp decrease in exchange-traded contract volume in the CES segment and to a lesser extent, a decrease in exchange-traded contract volume in the C&RM ~~and CES segments~~segment. We continue to see increases in per-trade pit brokerage and clearing fees in both segments, which ~~began~~stepped up over two quarters beginning in the ~~second~~third ~~half~~quarter of fiscal 2008, increasing both revenues and related expenses. ~~Overall~~During the period, exchange-traded ~~total~~ contract volume decreased by 1012.9 million contracts, or 4048.24%, from 2726.26 million contracts in the three months ended ~~February~~May 2931, 2008, to 1613.37 million contracts in the three months ended ~~February~~May 2831, 2009. The overall decrease in volumes is ~~directly~~ related to the ~~difficult~~impact ~~commodity~~of the macro-economic financial market ~~environment~~conditions, ~~which~~including ~~includes~~a lack of active market participants due to the lack of available credit capacity by companies to carry inventories and use forward positions. Specifically, we have seen a ~~sharp~~ decline in trading activity over the majority of our traditional commercial business in the C&RM segment. Additionally, asvolumes ~~well~~in asthe CES segment have been impacted by the reduced trading among the high-volume, low-margin electronic trade customers, inthe disposition of the ~~CES~~specific energy trading customer account and further risk-reducing initiatives implemented across the segment. Our rate realized per trade increased during the current quarter, ~~but~~primarily as a by-product of the significant decline in ~~volumes,~~the ~~including~~volume ~~many~~of ~~with~~low-margin ~~lower~~electronic ~~historical~~trading ~~rates~~customers. ~~Additionally,~~ Forex customer trade activity also decreased, ~~and~~accounting ~~reflects~~for a $0.79 million decrease in commissions and fees over the prior comparable period. See “Operations by Segment” for further discussion of revenue and contract volumes.

~~The~~32 following table shows commissions and clearing fees by exchange trades and Forex trades and the number of exchange-traded contracts that we have executed or cleared for our customers in the C&RM and CES segments for the three months ended February 28, 2009 and February 29, 2008.

	Three Months Ended
	February 28,2009		February 29,2008
	(in thousands)
Commissions and clearing fees – Exchange trades	$	33,055	$	43,440
Commissions and clearing fees – Forex trades		1,496		2,173
Total commissions and clearing fees	$	34,551	$	45,613
Exchange contract trade volume (in thousands)		16,271		27,191

~~Service,~~The ~~Consulting~~following ~~and~~table ~~Brokerage~~shows ~~Fees.~~commissions ~~Service, consulting~~ and ~~brokerage~~clearing fees ~~decreased $10.1~~by ~~million,~~exchange ortrades ~~41.7%,~~and ~~from~~Forex ~~$24.2~~trades ~~million~~and in the number ~~three~~of ~~months~~exchange-traded ~~ended~~contracts ~~February 29,~~that ~~2008,~~we tohave ~~$14.1~~executed ~~million~~or incleared ~~the~~for ~~three~~our ~~months~~customers ~~ended~~in ~~February 28, 2009. The decrease primarily resulted from~~ the ~~significant~~C&RM ~~decrease~~and inCES ~~OTC~~segments ~~brokerage,~~for ~~as OTC contract volume decreased 268,892 contracts, or 72.6%, in~~ the three months ended ~~February~~May 2831, 2009, ~~compared~~and ~~to the three months ended February 29,~~ 2008. The decrease in OTC volume is primarily due to the slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian customers. The overall OTC rate per contract increased as a result of the change in mix of various OTC products traded. Offsetting this decrease was added revenues from the Forex trade desk and slight increases in IRMP and consultative services. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions, which are short-term in nature and conducted to facilitate the most effective transaction for our customer, are marked-to-market, with the difference in valuation being recorded in current earnings.

The following table sets forth our OTC contract volume for the three months ended February 28, 2009 and February 29, 2008.


	Three Months Ended May 31
	2009		2008
	*(in thousands)*
Commissions and clearing fees – Exchange trades	$	28,997	$	45,187
Commissions and clearing fees – Forex trades		1,671		2,527

Total commissions and clearing fees	$	30,668	$	47,714

Exchange contract trade volume (in thousands)		13,734		26,597

	Three Months Ended
	February 28,2009	February 29,2008
OTC contract volume	101,445	370,337

Service, Consulting and Brokerage Fees. Service, consulting and brokerage fees decreased $18.7 million, or 65.9%, from $28.3 million in the three months ended May 31, 2008, to $9.7 million in the three months ended May 31, 2009. The decrease primarily resulted from the significant decrease in OTC brokerage, as OTC contract volume decreased 212,764 contracts, or 72.4%, in the three months ended May 31, 2009, compared to the three months ended May 31, 2008. The decrease in OTC volume is primarily due to the slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian customers, who continue to be adversely affected by global economic credit conditions. The overall OTC rate per contract decreased as a result of the change in mix of various OTC products traded. Additionally, revenues from the Forex and OTC trade desks and other consultative services declined, partially offset by a slight increase in IRMP fees. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions, which are short-term in nature and conducted to facilitate the most effective transaction for our customer, are marked-to-market, with the difference in valuation being recorded in current earnings. Revenues generated from the mark-to-market adjustments on these positions were $1.7 million and $5.3 million in the three months ended May 31, 2009 and May 31, 2008, respectively.

~~Interest Income. Interest income decreased $14.1 million, or 75.0%, from $18.9 million in the three months ended February 29, 2008, to $4.7 million in the three months ended February 28, 2009.~~ The ~~decrease~~following intable ~~interest~~sets ~~income~~forth ~~was~~our ~~due primarily to the significant decrease in short-term interest rates, to historically low levels, and a decrease in investable customer segregated funds and~~ OTC ~~deposits,~~contract ~~across~~volume both segments of our business. In addition to our investment in U.S. government securities and federal agency obligations, we also invest in money market funds, which return historically higher yields compared to the 90-day Treasury bill. Also, interest income for the three months ended ~~February~~May 2931, ~~2008~~2009 ~~included~~and ~~unrealized gains of $4~~2008.4 ~~million, on the mark-to-market valuation of derivative contracts that were entered into for the purpose of managing a portion of our exposure to changes in short-term interest rates.~~

The following table sets forth customer segregated assets and average 90-day Treasury bill rates for the three months ended February 28, 2009 and February 29, 2008.


	Three Months Ended May 31
	2009	2008
OTC contract volume	81,277	294,041

	Three Months Ended
	February 28,2009			February 29,2008
	(in thousands)
Customer segregated assets, end of period	$	1,117,562		$	1,452,861
90-day Treasury bill average rates for period		0.13	%		2.73	%

Interest Income. Interest income decreased $1.8 million, or 33.6%, from $5.3 million in the three months ended May 31, 2008, to $3.5 million in the three months ended May 31, 2009. Interest income for the three months ended May 31, 2008 included a loss of $5.0 million, on the mark-to-market valuation of derivative contracts that were designed to manage a portion of our exposure to changes in short-term interest rates. Net of the realized loss on the derivative contracts, interest income decreased primarily due to the significant decrease in short-term interest rates, to historically low levels, and a significant decrease in investable customer segregated funds and OTC deposits, across both primary segments of our business. In addition to our investment in U.S. government securities and federal agency obligations, we also invest in money market funds, which return historically higher yields compared to the 90-day Treasury bill. Additionally, interest income from our commodity inventory financing program decreased $1.5 million as the financing activity declined sharply during the period.

~~Other~~The ~~Revenues.~~following ~~Other~~table ~~revenues~~sets ~~decreased~~forth bycustomer ~~$1.9~~segregated ~~million~~assets ~~from~~and ~~$2.0~~average ~~million in the~~90-day ~~three~~Treasury ~~months~~bill ~~ended~~rates ~~February 29,~~for ~~2008, to $0.1 million in~~ the three months ended ~~February~~May 2831, 2009. ~~Other~~and ~~revenues were minimal in the three months ended February 28, 2009, offset by a loss from our equity interest in FGDI, LLC of $0.2 million. For the three months ended February 29,~~ 2008~~, other revenue includes income from our equity interest in FGDI, LLC of $0~~.6 ~~million, transactional commodity financing income of $0.8 million, and transportation-related income.~~


	Three Months Ended May 31
	2009			2008
	*(in thousands)*
Average customer segregated assets	$	844,686		$	1,595,614
90-day Treasury bill average rates for period		0.17	%		1.72	%

Other Revenues. Other revenues decreased by $3.9 million from $1.6 million in the three months ended May 31, 2008, to a loss of $2.3 million in the three months ended May 31, 2009. Other revenues were minimal in the three months ended May 31, 2009, offset by a loss realized through our equity interest in FGDI of $2.8 million. This loss resulted from the settlement by FGDI of a contractual dispute through litigation in June 2009. We did not have any direct involvement in the disputed commodity contracts, nor did we have any participation in settlement proceedings. For the three months ended May 31, 2008, other revenue includes income from our equity interest in FGDI of $0.4 million, transactional commodity financing income and transportation-related income of $0.6 million.

Costs and Expenses

Employee Compensation and Broker Commissions. Employee compensation and broker commissions decreased $25.25 million, or 1430.30%, from $1518.21 million in the three months ended ~~February~~May 2931, 2008, to $1312.06 million in the three ~~months~~ months ended ~~February~~May 2831, 2009. The expense decrease was primarily a result of volume-related decreased broker commissions in the C&RM segment and athe ~~lack~~absence of short-term incentive awards in the current period. ~~Offsetting~~across ~~these~~all ~~decreases~~segments, isas ~~an acceleration of $2.8 million in compensation expense representing~~ a ~~portion~~result of ~~the executive long-term incentive plan, awarded in November 2008, and unrecognized share-based compensation expense for unvested stock options relating to~~ our ~~chief~~ ~~executive~~overall ~~officer.~~operating ~~The~~loss ~~chief~~and ~~executive~~unlikelihood ~~officer’s~~of ~~employment agreement includes provisions to eliminate the future service requirement upon~~ reaching ~~retirement~~incentive ~~eligibility~~award ~~under~~thresholds. ~~our~~Offsetting ~~defined~~this ~~benefit~~decrease ~~pension plan,~~ in ~~order~~compensation tocosts ~~receive~~was ~~currently unvested awards~~$1.9 ~~This~~million ~~chief~~of ~~executive~~expense ~~officer~~related ~~became~~to ~~retirement~~a ~~eligible~~separation ~~under~~agreement ~~the~~with ~~applicable~~a ~~plan~~former ~~during~~executive ~~the three months ended February 28, 2009, and compensation expense had been accelerated through that date~~officer.

35Pit Brokerage and Clearing Fees. Pit brokerage and clearing fees decreased $10.9 million, or 39.7% from $27.4 million in the three months ended May 31, 2008, to $16.5 million in the three months ended May 31, 2009, in direct relation with the decreased volume of exchange-traded contracts. This decrease is partially offset by the increases in per-trade pit brokerage and clearing fees from the futures exchanges that stepped up over two quarters beginning in the third quarter of fiscal 2008, increasing both revenues and related expenses.

Introducing Broker Commissions. Introducing broker (“IB”) commissions decreased $4.2 million, or 47.7%, from $8.8 million in the three months ended May 31, 2008, to $4.6 million in the three months ended May 31, 2009. The decrease was primarily due to the significant declines in exchange-traded contract volumes from customers introduced by our IBs in the CES segment and to a lesser extent from the decline in IB related contract volumes in the C&RM segment.

Employee Benefits and Payroll Taxes. Employee benefits and payroll taxes decreased $1.9 million, or 48.6%, from $3.9 million in the three months ended May 31, 2008, to $2.0 million in the three months ended May 31, 2009. This decrease was primarily related to the decrease in broker commissions to our risk management consultants and the savings impact of the freeze in benefits under the defined benefit pension plans.

Interest. Interest expense decreased $0.4 million, or 29.1%, from $1.4 million in the three months ended May 31, 2008, to $1.0 million in the three months ended May 31, 2009. The decrease is primarily a result of a $1.1 million decrease in interest expense associated with the commodity financing programs, due primarily to a significant reduction in the demand and utilization of our programs during the current quarter. Offsetting the decrease in interest expense is the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008, and the increase in outstanding subordinated debt used for regulatory capital, as compared to the three months ended May 31, 2008.

Provision for Bad Debts. Provision for bad debts increased $3.5 million, from $1.7 million in the three months ended May 31, 2008, to $5.2 million in the three months ended May 31, 2009. The provision for bad debts in the three months ended May 31, 2009 primarily relates to the additional $5.2 million in provision recorded relative to the loss incurred within the specific energy trading customer account deficit in the CES segment between February 28, 2009 and March 12, 2009, the transfer date. On March 12, 2009, the account owner transferred the account to a third party, eliminating all material future exposure to the account. See “Operations by Segment” and “Capital Resources and Liquidity” for additional discussion related to the specific energy trading customer account deficit.

Depreciation and Amortization. Depreciation and amortization expense increased $0.2 million, from $0.6 million in the three months ended May 31, 2008, to $0.8 million in the three months ended May 31, 2009. Depreciation expense has increased primarily related to Agora-X placing its electronic communications network for OTC commodity contracts into service during the second quarter of fiscal 2009.

Other Expenses. Other expenses increased $2.5 million, or 30.0% from $8.3 million in the three months ended May 31, 2008, to $10.8 million in the three months ended May 31, 2009, primarily due to increases in legal and professional fees, insurance costs and other fees, offset by decreases in discretionary expenses through implemented cost cutting measures. The increased legal and professional fees primarily relate to costs incurred associated with the disposition of the specific energy trading customer account deficit and the subsequent review of equity alternatives.

~~Pit~~Income ~~Brokerage~~Tax ~~and~~(Benefit) ~~Clearing Fees~~Expense. ~~Pit~~We ~~brokerage~~recorded ~~and~~an ~~clearing~~income ~~fees~~tax ~~decreased~~benefit of $43.07 million, orduring the 15three months ended May 31, 2009.9% ~~from~~Our provision for income taxes was $~~25.~~4.9 million in the three months ended ~~February~~May 2931, 2008,. toOur ~~$21.4~~effective ~~million~~income tax rate was 31.1% in the three months ended ~~February~~May 2831, 2009, incompared ~~direct~~to ~~relation~~36.7% ~~with~~for the ~~decreased~~three months ~~volume~~ended ofMay 31, ~~exchange-traded contracts~~2008. ~~This~~The decrease isin ~~offset~~the byeffective ~~the increases~~tax inrate ~~per-trade~~reflects ~~pit~~a ~~brokerage~~revision to our estimated annual effective tax rate for the combined federal and ~~clearing~~statutory ~~fees~~rate from ~~the~~41.5% ~~futures~~to ~~exchanges~~40.8%. ~~that~~The ~~occurred~~revision ~~during~~to ~~the~~our ~~last~~estimated ~~half~~annual ofeffective rate ~~fiscal~~is ~~2008,~~primarily ~~increasing~~due ~~both~~to ~~revenues~~a ~~and~~decrease ~~related~~in ~~expenses~~state tax rates resulting from changes in certain state apportionment calculation formulas.

Introducing Broker Commissions. Introducing broker (“IB”) commissions decreased $3.9 million, or 45.0%, from $8.7 million in the three months ended February 29, 2008, to $4.8 million in the three months ended February 28, 2009. The decrease was primarily due to the significant declines in contract trading volumes from customers introduced by our IBs in the C&RM and CES segments.

Employee Benefits and Payroll Taxes. Employee benefits and payroll taxes decreased $0.4 million, or 15.3%, from $2.9 million in the three months ended February 29, 2008, to $2.5 million in the three months ended February 28, 2009. This decrease was primarily related to the decrease in broker commissions to our risk management consultants and the savings impact of the freeze in benefits under the defined benefit pension plan.

Interest. Interest expense decreased $0.7 million, or 40.1%, from $1.8 million in the three months ended February 29, 2008, to $1.1 million in the three months ended February 28, 2009. The decrease is primarily a result of a $1.4 million decrease in interest expense associated with the commodity financing programs, due primarily to a significant reduction in the utilization of our commodity inventory financing programs during the current quarter, and lower short-term rates. Offsetting the decrease in interest expense is the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008, and the increase in outstanding subordinated debt used for regulatory capital, as compared to the three months ended February 29, 2008.

Provision for Bad Debts. Provision for bad debts increased $87.1 million, from $0.1 million in the three months ended February 29, 2008, to $87.2 million in the three months ended February 28, 2009 . This increase is primarily from a significant energy trading account deficit in the CES segment that increased substantially during the three months ended February 28, 2009, causing an increase to the provision of $86.3 million. During the period, we attempted to control the orderly liquidation of the account and took specific steps intended to reduce the market risk associated with the trading position of the energy account. On March 12, 2009, the account owner transferred the account to a third party, eliminating all material future exposure to the account. See “Operations by Segment” and “Capital Resources and Liquidity” for additional discussion related to the energy customer account deficit.

Impairment Loss on Goodwill. An impairment loss on goodwill of $0.7 million was recorded during the three months ended February 28, 2009. The impairment relates to additional purchase price payment, related to an acquisition in fiscal 2008, which was due based on profitability levels of the acquired business in accordance with the original purchase agreement. At the end of the second quarter of fiscal 2009, due to the significant provision for bad debts and due to the continued uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, we concluded a triggering event had occurred indicating potential impairment and performed an impairment test of the goodwill at the reporting unit level, resulting in the write-off of the recently recorded additional purchase price. There was no impairment loss recorded during the three months ended February 29, 2008.

Depreciation and Amortization. Depreciation and amortization expense increased $0.4 million, from $0.4 million in the three months ended February 29, 2008, to $0.8 million in the three months ended February 28, 2009. Depreciation expense has increased related to Agora-X placing its electronic communications network for OTC commodity contracts into service during the second quarter of fiscal 2009. Additionally, amortization expense increased related to intangible assets with determinable lives, acquired as part of acquisitions completed during the second quarter of fiscal 2008.

Other Expenses. Other expenses increased $1.1 million, or 12.9% from $8.2 million in the three months ended February 29, 2008, to $9.2 million in the three months ended February 28, 2009, primarily due to a $0.8 million increase in professional fees, a $0.5 million increase in office, equipment and facilities rent and expenses, $0.3 million in dues and fees, offset by a $0.3 million decrease in travel and related expenses.

Income Tax (Benefit) Expense. We recorded an income tax benefit of $36.6 million during the three months ended February 28, 2009. Our provision for income taxes was $10.7 million in the three months ended February 29, 2008. The decrease was due primarily to the recorded net loss for the current period. Our effective income tax rate was 42.2% in the three months ended February 28, 2009, compared to 37.6% for the three months ended February 28, 2009. The increase in the effective tax rate is primarily due to an increase in state tax rates due to increased state tax apportionment factors resulting from changes in certain state apportionment calculation formulas, shifts in the amount of revenue generated among states, and effects of the sale of our majority interest in FGDI.

Operations by Segment

Three Months Ended ~~February~~May 2831, 2009 Compared to Three Months Ended ~~February~~May 2931, 2008.

Our reportable operating segments consist of C&RM, CES and Financial Services. Direct corporate revenues and expenses, ~~and~~ equity earnings ~~from~~(losses) from equity affiliates ~~that~~and ~~are~~revenues ~~not~~and ~~identified~~expenses ~~with one~~ of our ~~three~~majority-owned ~~operating~~subsidiary, ~~segments~~Agora-X, LLC, are reported in the Corporate and Other segment. Segment income (loss) before minority interest and income taxes is defined as total segment revenues less total segment costs and expenses before reconciling amounts, corporate expenses, minority interest and income taxes. Reconciling amounts represent the elimination of interest income and expense, commission income and ~~commission~~expense and management fee income and expense between segments. Such transactions are conducted at market prices to more accurately evaluate the profitability of the individual business segments. A reconciliation of total segment revenues and segment income before minority interest and income taxes to the consolidated statements of operations is included in Note 1816 to the consolidated financial statements.

We prepared the financial results for our operating segments in accordance with SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information.” We have allocated certain common expenses among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. This presentation aligns with how we internally measure segment performance. Segment income before minority interest and income taxes may not be consistent with measures used by other companies. The accounting policies of our operating segments are the same as those applied in the consolidated financial statements.

The segment results that follow present the segment information from continuing operations and exclude Green Diesel’s operating results. All historical information has been restated to conform to this presentation

Commodity and Risk Management Services

Our C&RM segment offers risk management consulting and access to the commodity derivative markets with the objective of helping our customers mitigate commodity price risk and optimize their profit margins. In this segment, we generate revenues from four primary sources: (1) commission and clearing fee revenues from exchange-traded futures and options contracts and Forex trades, (2) brokerage fees from OTC transactions, (3) risk management service and consulting fees, and (4) interest income, net of interest returned to customers, derived from both investable exchange customer segregated asset balances and OTC customer margin assets, as well as from our proprietary excess funds~~, and (4) risk management service and consulting fees~~. Our customers in this segment consist of middle-market commodity intermediaries, end-users and producers, focused primarily in the areas of domestic and international grain, renewable fuels and energy. The principal factors that affect our financial performance in this segment include:

•

customer and counterparty creditworthiness and liquidity,

•

the level of volatility in commodity prices,

•

the level of knowledge and sophistication of our customers with respect to commodity risk,

•

the development of new risk management products for our customers,

•

the volume of commodities produced and consumed by our customers, and

•

the level of short-term interest rates and the amount of cash balances in our customers’ accounts.

~~The~~During the three months ended May 31, 2009, certain balances for prior period have been reclassified to conform to current period presentation. This includes the reclassification of $1.7 million from the commissions and clearing fees category to the service, consulting and brokerage fees category on the consolidated statement of operations for the three months ended May 31, 2008. The following table provides a summary of the financial performance for this segment.

	Three Months Ended
	February 28,2009		February 29,2008
	(in thousands)
Sales of commodities	$	3,168	$	1,350
Cost of commodities sold		3,108		830
Gross profit on commodities sold		60		520
Commissions and clearing fees		10,564		13,965
Service, consulting and brokerage fees		14,130		24,312
Interest		723		7,532
Other		59		166
Revenues, net of cost of commodities sold		25,536		46,495
Costs and expenses:
Expenses (excluding interest expense)		20,753		24,327
Provision for bad debts		617		350
Interest expense		307		54
Total costs and expenses (excluding cost of commodities sold)		21,677		24,731
Segment income before minority interest and income taxes	$	3,859	$	21,764

Sales of commodities and cost of commodities sold were $3.2 million and $3.1 million, respectively, in the three months ended February 28, 2009, and were comprised of the purchase and sale of RINs. Such sales of the RINs were back-to-back and generated gross profit of $60,000. Sales of commodities and cost of commodities sold were $1.4 million and $0.8 million, respectively, in the three months ended February 29, 2008, and were comprised of the purchase and sale of CCX carbon financial instruments. Such sales generated $0.5 million in gross profit for the three month period ended February 29, 2008. The purchase and sale of RINs and CCX carbon financial instruments are an ancillary activity and not part of our core operating model.

Commissions and clearing fee revenues decreased $3.4 million, or 24.3%, from $14.0 million in the three months ended February 29, 2008, to $10.6 million in the three months ended February 28, 2009. This decrease in commissions and clearing fees was primarily the result of a 0.3 million contract, or 33.3%, decrease in trading volume for exchange-traded contracts, from 0.9 million contracts in the three months ended February 29, 2008, to 0.6 million contracts in the three months ended February 28, 2009. This decrease in volume is a result of the de-leveraging of grain prices, reduced volatility among commodity markets and the tightening in the financial credit market. Offsetting this decline in volumes, the average rate per trade increased during the period as compared to the comparable period most notably benefiting from the volume decline being among lower margin trades. Offsetting the decrease were incremental revenues from our acquisitions, which were completed throughout the second quarter of fiscal 2008. A decline in Forex activity, also impacted by the overall economic financial markets, resulted in a $0.7 million decrease in commissions during the current quarter.

Service, consulting and brokerage fees decreased $10.2 million, or 41.9%, from $24.3 million in the three months ended February 29, 2008, to $14.1 million in the three months ended February 28, 2009. This decrease was primarily due to the $10.1 million decline in OTC brokerage, as OTC contract volume decreased 268,892 contracts, or 72.6%, in the three months ended February 28, 2009, compared to the three months ended February 29, 2008. The decrease in OTC volume continues to stem from the significant slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian customers as those economies face similar financial market constraints. The overall OTC rate per contract increased as a result of the change in mix of various OTC products traded. We also experienced a decrease in consultative services, while offset by the slight increase in IRMP fees. Revenues from the Forex trade desk in the three months ended February 28, 2009 were comparable to revenues generated from the OTC trade desk in the three months ended February 29, 2008. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are short-term in nature and are conducted to facilitate the most effective transaction for our customer. Revenues from the trade desks were $4.4 million and $4.6 million in the three months ended February 28, 2009 and February 29, 2008, respectively.

Interest income decreased $6.8 million, or 90.7%, from $7.5 million in the three months ended February 29, 2008, to $0.7 million in the three months ended February 28, 2009, which was due primarily to the significant decline in short-term interest rates to historically low levels, and to a lesser extent, decreases in investable customer segregated and OTC deposits. Also, interest income for the three months ended February 29, 2008 included unrealized gains of $2.5 million, on the mark-to-market valuation of derivative contracts that were entered into for the purpose of managing a portion of our exposure to changes in short-term interest rates.


	Three Months Ended May 31,
	2009		2008
	*(in thousands)*
Sales of commodities	$	3,752	$	608
Cost of commodities sold		3,629		205

Gross profit on commodities sold		123		403
Commissions and clearing fees		11,251		14,350
Service, consulting and brokerage fees		9,660		28,445
Interest		764		1,140
Other		67		24

Revenues, net of cost of commodities sold		21,865		44,362
Costs and expenses:
Expenses (excluding provision for bad debts and interest expense)		19,339		28,014
Provision for bad debts		3		721
Interest expense		236		276

Total costs and expenses (excluding cost of commodities sold)		19,578		29,011

Segment income before minority interest and income taxes	$	2,287	$	15,351

~~Costs~~Sales ~~and~~of ~~expenses,~~commodities ~~excluding~~and ~~provision~~cost ~~for~~of ~~bad~~commodities ~~debts~~sold ~~and interest~~were ~~expense, decreased~~ $3.57 million, orand ~~14.4%, from~~ $~~24.~~3.6 million ~~in the three months ended February 29~~, ~~2008~~ respectively, ~~to $20.8 million~~ in the three months ended ~~February~~May 2831, 2009., ~~Pit brokerage~~ and ~~clearing~~were ~~fees~~comprised ~~decreased~~primarily ~~$0.1~~of ~~million, primarily~~the ~~related~~purchase toand ~~decreased~~sale ~~exchange~~of ~~contract~~RINs. ~~volume,~~Such ~~offset~~sales byof the ~~increase~~RINs inare ~~per~~back-~~trade~~to-back ~~rate~~ and ~~Forex~~generated ~~trade-desk~~gross ~~activity.~~profit IBof ~~commissions decreased~~ $0.41 million,. ~~primarily~~Sales ~~related~~of tocommodities aand ~~decrease~~cost ~~in IB contract volume during the period, offset~~of bycommodities ansold ~~increase~~were ~~in IB compensation paid on Forex activity~~$0.6 ~~Employee~~million ~~compensation~~ and ~~broker commissions and related benefits decreased~~ $30.92 million, ~~primarily~~respectively, ~~related~~in tothe ~~decreased~~three ~~commission~~months ~~expense~~ended ~~and~~May 31, ~~decreased~~2008, ~~incentive~~and ~~compensation~~were ascomprised ~~a result~~ of ~~our~~ ~~operating~~the ~~loss~~purchase and ~~unlikelihood~~sale of ~~reaching~~CCX ~~incentive~~carbon ~~award~~financial ~~thresholds~~instruments. ~~Depreciation~~Such ~~and~~sales ~~amortization~~generated ~~increased~~ $0.24 million, ~~primarily~~in agross ~~result~~profit offor the ~~amortization~~three ofmonths ~~intangible~~ended ~~assets~~May 31, ~~with~~2008. ~~determinable~~The ~~lives,~~purchase ~~acquired~~and assale ~~part~~ of ~~acquisitions. Finally,~~RINs ~~other~~and ~~expenses~~CCX ~~increased~~carbon ~~$0.7~~financial ~~million,~~instruments ~~primarily~~are ~~relating~~an toancillary aactivity ~~$0.7~~and ~~million~~not ~~impairment~~part of ~~recently~~our ~~recorded~~core ~~goodwill~~operating ~~created by adjusting the purchase price of an acquisition~~model.

~~Provision~~Commissions ~~for~~and ~~bad~~clearing ~~debts~~fee ~~increased~~revenues decreased $0.3.1 million, or 21.5%, from $14.4 million in the three months ended ~~February~~May 2831, 2008, to $11.3 million in the three months ended May 31, 2009. This decrease in commissions and clearing fees was primarily the result of a 0.2 million contract, ~~resulting~~or 22.2%, decrease in trading volume for exchange-traded contracts, from an0.9 million ~~increase~~contracts in the three months ended May 31, 2008, to 0.7 million contracts in the ~~allowance~~three months ended May 31, 2009. This decrease in volume is a result of reduced volatility among commodity markets and the continued constraint of credit availability in the financial credit market for ~~doubtful~~our customers. Offsetting this decline in volumes, the average rate per trade increased during the period as compared to the comparable period most notably a result of the volume decline being among ~~accounts~~lower margin trades. Additionally, we experienced a decline in Forex activity as that sector has also been impacted by the overall economic financial markets, resulting in a $0.8 million decrease in commissions during the current quarter.

~~Interest~~Service, ~~expense~~consulting ~~increased~~and brokerage fees decreased $018.37 million, or 65.8%, from $28.4 million in the three months ended ~~February~~May 2831, ~~2009~~2008, to ~~related~~$9.7 tomillion in the ~~combination~~three ofmonths ~~the amortization~~ended ofMay 31, ~~debt~~2009. ~~issuance~~This ~~costs~~decrease ~~associated~~was ~~with~~primarily due to the ~~syndicated~~$14.5 ~~margin~~million ~~and~~decline ~~subordinated~~in ~~debt~~OTC ~~facilities~~brokerage, ~~entered~~as ~~into~~OTC ~~during~~contract ~~July~~volume ~~2008~~decreased 212,764 ~~and~~contracts, ~~the~~or ~~increase~~72.4%, in ~~outstanding~~the ~~subordinated~~three ~~debt~~months ~~used~~ended ~~for regulatory capital~~May 31, as 2009, compared to the three months ended ~~February~~May 2931, 2008. ~~Additionally~~The decrease in OTC volume continues to stem from the significant slowdown in the renewable fuels industry and significant reduction in trading from our Latin American/Brazilian customers as those economies face financial market constraints similar to what has occurred domestically. The overall OTC rate per contract decreased as a result of the change in mix of various OTC products traded. We also experienced a decrease in other consultative services, wewhile ~~incurred~~partially ~~interest~~offset ~~expense~~by a slight increase in IRMP fees. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on ~~occasional~~the exchange. ~~day~~These unmatched transactions are short-term in nature and are conducted to~~-day~~ ~~draw-downs~~facilitate onthe most effective transaction for our customer. Revenues from the ~~margin~~trade ~~facility~~desks were $1.7 million and $5.3 million in the three months ended May 31, 2009 and May 31, 2008, respectively.

Interest income decreased $0.4 million, or 36.4%, from $1.1 million in the three months ended May 31, 2008, to $0.7 million in the three months ended May 31, 2009. Interest income for the three months ended May 31, 2008 included a loss of $2.5 million on the mark-to-market valuation of derivative contracts that were designed to manage a portion of our exposure to changes in short-term interest rates. Net of the realized loss on the derivative contracts, interest income decreased primarily as a result of the significant decline in investable customer segregated funds and OTC deposits over the prior comparable period, resulting from the decline in open contract interest held by our customers, and the significant decline in short-term interest rates, to historically low levels, as we typically are invested in U.S government securities, federal agency obligations, and money market funds.

Costs and expenses, excluding the provision for bad debts and interest expense, decreased $8.7 million, or 31.1%, from $28.0 million in the three months ended May 31, 2008, to $19.3 million in the three months ended May 31, 2009. Pit brokerage and clearing fees remained flat, despite the decreased exchange-traded contract volume, which was offset by the increase in per-trade rates. IB

commissions decreased $0.8 million, primarily related to a decrease in IB exchange-traded contract volume during the period and a reduction in IB compensation paid related to Forex trading activity. Employee compensation and broker commissions and related benefits decreased $7.5 million, primarily related to decreased commission expense and decreased incentive compensation, as a result of our operating loss and unlikelihood of reaching incentive award thresholds. Other expenses increased $0.2 million, primarily relating to increases in insurance expense and legal and professional fees, offset by a decrease in trade errors and marketing costs.

Provision for bad debts decreased $0.7 million in the three months ended May 31, 2009. During the three months ended May 31, 2008, the provision for bad debts included $0.6 million as a result of specific customer deficit accounts arising during the period.

Interest expense decreased slightly in the three months ended May 31, 2009. Interest expense in fiscal 2009 includes the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008. During the three months ended May 31, 2008, we incurred increased interest expense on periodic short-term draw-downs on the margin facility, at higher incremental borrowing rates.

Clearing and Execution Services

The CES segment offers low-cost clearing and execution for exchange-traded futures and options to the wholesale and professional trader market segments. In this segment, we generate revenues from two primary sources: commissions and clearing fee revenues from the execution and clearing of exchange-traded futures and options contracts, and interest income derived from cash balances in our customers’ accounts. The principal factors that affect our financial performance in this segment include:

•

customer creditworthiness and liquidity,

•

the level of volatility in commodity prices,

•

the macro-economic financial market conditions, and

•

the level of short-term interest rates and the amount of cash balances in our customers’ accounts.

The following table provides a summary of the financial performance for this segment.

	Three Months Ended
	Three Months EndedMay 31,
	February 28,2009			February 29,2008
	2009			2008
	(in thousands)
Revenues:
Commissions and clearing fees	$	2419,~~241~~323		$	3133,~~984~~527
Service, consulting and brokerage fees		—			—
Interest		32,~~227~~627			82,~~964~~515
Other		1819			—425
		27,486			40,948
		21,969			36,467
Costs and expenses:
Expenses (excluding provision for bad debts and interest expense)		2520,~~273~~692			3234,~~522~~193
Provision for bad debts		865,~~551~~258			~~(250~~1,000	)
Interest expense		~~473~~706			2014
Total costs and expenses		~~112~~26,~~297~~656			3235,~~292~~207
Segment income (loss) before minority interest and income taxes	$	(844,~~811~~687	)	$	81,~~656~~260

Commissions and clearing fees decreased $714.82 million, or 2442.4%, from $3233.05 million in the three months ended ~~February~~May 2931, 2008, to $2419.23 million in the three months ended ~~February~~May 2831, 2009. This decrease was primarily driven by the significant decline in the volume of exchange-traded contracts executed, partially offset ~~slightly~~ by the ~~continuation~~ ofincrease ~~the rise~~ in per-trade clearing fee rates which ~~began~~stepped up over two quarters beginning in the ~~second~~third ~~half~~quarter of fiscal 2008. Exchange contract trading volume decreased 1012.6 million contracts, or 4049.32%, from 2625.37 million contracts in the three months ~~ended~~ ~~February~~ended May 2931, 2008, to 1513.71 million contracts in the three months ended ~~February~~May 2831, 2009. This decrease in exchange-traded contracts ~~was~~is ~~caused~~related byto the impact of the macro-economic financial market conditions., Weas ~~did~~we ~~not~~have ~~experience~~seen ~~any~~a ~~substantial~~lack of ~~loss~~active inmarket ~~customers;~~participants ~~however~~in weour ~~have~~industry ~~seen~~and significant reductions in the trading activities of the majority of our ~~customers. When comparing the overall contract rates in the three months ended February 29, 2009 to the corresponding prior year~~ period, our rate per contract increased, primarily as a result of the most significant volume reduction being within the high-volume, low-margin electronic trades and the rise in per-trade clearing fees rates.

~~Interest~~37 income decreased $5.8 million, or 64.4%, from $9.0 million in the three months ended February 29, 2008, to $3.2 million in the three months February 28, 2009. The decrease is primarily a result of the significant decline in short-term interest rates, as we typically are invested in U.S government securities, federal agency obligations, and money market funds. Additionally, we have seen a slight decline in investable customer segregated funds over the prior comparable period, resulting from the reduction in customer trading activity. Also, interest income for the three months ended February 29, 2008 included unrealized gains of $2.5 million on the mark-to-market valuation of derivative contracts that were entered into for the purpose of managing a portion of our exposure to changes in short-term interest rates.

Costs and expenses, excluding the provision for bad debts and interest expense, decreased $7.2 million, or 22.2%, from $32.5 million in the three months ended February 29, 2008, to $25.3 million in the three months ended February 28, 2009. The decrease in costs and expenses are primarily related to the decrease in pit brokerage and clearing fees and introducing brokerage commissions, which are variable in nature and impacted by transaction volume and profitability. Accordingly, pit brokerage and clearing fees decreased $4.1 million, offset by the per-trade rise in the exchanges clearing fee rates beginning in the second half of fiscal 2008, and introducing broker commissions decreased $3.4 million. Employee compensation and related benefits decreased $0.1 million, primarily related to decreased incentive compensation as a result of the segment’s operating loss and unlikelihood of reaching incentive award thresholds. Offsetting this decrease in costs was an increase in professional fees of $0.7 million, primarily incurred relative to the specific energy account deficit discussed below.

Provision for bad debts increased $86.8 million in the three months ended February 28, 2009, primarily as a result of the increase in the allowance for doubtful accounts related to a specific energy account deficit for which we served as the clearing firm. In the previously reporting period ended November 30, 2008, we recorded a provision for bad debts related to the specific energy account deficit in the amount of $20.0 million. On February 24, 2009, we reported an expectation of additional loss related to the specific energy account deficit resulting from significant changes in the account value. On March 12, 2009, we transferred to a third party substantially all of the positions and liability related to the energy trading customer account which had experienced significant losses. The transfer of the positions eliminates all material future exposure to the account. As a result of the transfer, we expect the total provision for bad debts related to this specific energy account to total $110.7 million, including the recognition of an additional $5.2 million in the three months ending May 31, 2009. See “Liquidity and Capital Resources” for additional discussion.

~~Interest~~ customers. ~~expense~~Additionally, ~~increased~~the ~~$0.5~~disposition ~~million~~of in the ~~three~~specific ~~months~~energy ~~ended~~trading ~~February 28,~~customer ~~2009,~~account ~~related~~and toour ~~the~~further risk-reducing initiatives we implemented have ~~combination~~impacted ofcontract ~~the~~volume. ~~amortization~~When ofcomparing ~~debt~~our ~~issuance~~overall ~~costs~~contract ~~associated~~rates ~~with~~in the ~~syndicated~~three ~~margin~~months ~~and~~ended ~~subordinated~~May 31, ~~debt~~2009 ~~facilities~~to ~~entered~~the ~~into~~corresponding ~~during~~prior ~~July~~year ~~2008~~period, ~~and~~our ~~the~~rate ~~increase~~per incontract ~~outstanding~~increased, ~~subordinated~~primarily ~~debt~~as ~~used~~a ~~for~~result ~~regulatory~~of ~~capital,~~the asmost ~~compared~~significant volume reduction tobeing within the ~~three~~lowest-margin ~~months~~trades ~~ended~~and ~~February 29,~~the ~~2008~~increase in per-trade clearing fees rates.

Interest income increased $0.1 million, or 4.0%, from $2.5 million in the three months ended May 31, 2008, to $2.6 million in the three months May 31, 2009. Interest income for the three months ended May 31, 2008 included a loss of $2.5 million on the mark-to-market valuation of derivative contracts that were designed to manage a portion of our exposure to changes in short-term interest rates. Net of the realized loss on the derivative contracts, interest income decreased primarily as a result of the significant decline in investable customer segregated funds over the prior comparable period, resulting from the reduction in customer trading activity, disposition of the specific energy trading customer account and the significant decline in short-term interest rates, as we typically are invested in U.S government securities, federal agency obligations, and money market funds.

Costs and expenses, excluding the provision for bad debts and interest expense, decreased $13.5 million, or 39.5%, from $34.2 million in the three months ended May 31, 2008, to $20.7 million in the three months ended May 31, 2009. The decrease in costs and expenses are primarily related to the decrease in pit brokerage and clearing fees and introducing brokerage commissions, which are variable in nature and impacted by transaction volume and profitability. Accordingly, pit brokerage and clearing fees decreased $10.3 million, partially offset by the per-trade increase in the exchanges clearing fee rates beginning in the third quarter of fiscal 2008, and introducing broker commissions decreased $3.4 million. Employee compensation and related benefits decreased $0.4 million, primarily related to decreased incentive compensation as a result of the segment’s operating loss and unlikelihood of reaching incentive award thresholds. Offsetting this decrease in costs was an increase in professional fees of $0.9 million, primarily incurred relative to the liquidation of the specific energy trading customer account deficit discussed below.

Provision for bad debts increased $4.2 million in the three months ended May 31, 2009, primarily as a result of a $5.2 million additional increase in the allowance for doubtful accounts related to the specific energy trading customer account deficit for which we served as the clearing firm. In previous reporting periods, we recorded a provision for bad debts related to this specific account deficit in the aggregate amount of $106.3 million. On March 12, 2009, we transferred to a third party substantially all of the positions and liability related to the specific energy trading customer account. The loss recorded in the quarter ended May 31, 2009, relates primarily to an incremental increase in the account deficit between February 28, 2009 and the transfer date. The transfer of the positions eliminated any material future exposure to the account. The total provision for bad debts related to this specific energy trading customer account totaled $111.5 million. See “Liquidity and Capital Resources” for additional discussion.

Interest expense increased $0.7 million in the three months ended May 31, 2009, related to the combination of the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008, and the increase in outstanding subordinated debt used for regulatory capital, as compared to the three months ended May 31, 2008.

Financial Services

The Financial Services segment is composed of two wholly-owned subsidiaries: FCStone Financial, Inc. and FCStone Merchant Services, LLC. Through these subsidiaries, we finance and facilitate physical commodity inventories through product financing arrangements, or by entering into repurchase agreements or hedged commodity transactions with our customers. In addition, at times we enter into arrangements with clients to share profits from transactions in physical commodities in exchange for financial support.

~~Subsequent~~During ~~to February~~the three months ended May 2831, 2009, ~~FCStone Financial, Inc.’s line of~~ credit facilities with CoBank and Deere Credit, Inc. related to our commodity financing programs ~~have~~ expired and were not renewed. AtThe ~~February 28,~~commodity ~~2009,~~financing weprograms ~~had~~are ~~amounts~~not ~~outstanding~~a primary source of ~~with~~revenue ~~CoBank~~or profit, and ~~Deere~~this onsegment ~~these~~has ~~lines~~historically ofbeen ~~credit~~intended ofto ~~$4.1~~serve ~~million~~as ~~and~~a ~~$2.4~~compliment ~~million,~~to ~~respectively,~~our ~~related~~C&RM tosegment ~~the~~enabling ~~financing~~us ofto ~~grain~~provide ~~inventory.~~additional ~~Prior~~value-added services to ~~the~~our ~~expiration~~customers. ofBased ~~the~~on current credit ~~facilities~~market conditions, ~~the~~our ~~maturity~~participation in ~~dates~~these ofarrangements during the ~~outstanding~~three ~~balances~~months ~~have~~ended ~~been extended until~~ May 131, 2009 ~~and~~declined ~~June 1,~~significantly ~~2009~~compared ~~for~~to ~~amounts~~the ~~due~~three ~~CoBank,~~months ofended ~~$3.0~~May 31, ~~million~~2008, and ~~Deere,~~expect ofto ~~$1.1~~remain ~~million,~~reduced ~~respectively.~~throughout ~~These~~the ~~remaining~~remainder ~~outstanding~~of ~~balances~~fiscal ~~will~~2009. beHowever, ~~repaid~~based ~~with~~on ~~cash~~historical impact, ~~proceeds~~management ~~received~~does ~~from~~not believe the ~~sale~~expiration of ~~grain inventory~~these lines, ~~see~~or ~~note~~our 5reduction toof the ~~consolidated~~financing ~~financial~~programs, ~~statements~~will significantly impact our overall business operations.

~~The~~38 commodity financing programs are not a primary source of revenue or profit, and this segment has historically served as a compliment to our C&RM segment enabling us to provide additional value-added services to our customers. Based on current credit market conditions, our participation in these arrangements will be significantly reduced throughout the remainder of fiscal 2009, however, based on historical impact, management does not believe the expiration of these lines, or our reduction of the financing programs, will significantly impact our overall business operations.

In this segment, we generate revenues from two primary sources: (1) interest income derived from commodity inventory financing through sale/repurchase agreements with commercial grain customers and (2) revenues from profit-share arrangements where we act as an agent in the transaction trades. For transactions in which we participate as an agent, the revenue recorded is limited to the contracted share of the profit. Our customers in this segment consist primarily of commercial grain-related customers in the grain repurchase program and renewable fuels producers. The principal factors that affect our financial performance in this segment include:

•

the level of commodity prices, and

•

the volume of commodities produced and consumed by our customers.

The following table provides a summary of the financial performance of this segment.

	Three Months Ended
	Three MonthsEndedMay 31,
	February 28,2009		February 29,2008
	2009		2008
	(in thousands)
Revenues:
Sales of commodities	$	12,202	$	—
Commissions and clearing fees	$	—	$	—
Cost of commodities sold		12,182		—
Gross profit on commodities sold		20		—
Commissions and clearing fees		—		—
Service, consulting and brokerage fees		—		—
Interest		~~739~~117		21,~~318~~569
Other		39343		~~1,184~~806
		778		3,502
Revenues, net of cost of commodities sold		480		2,375
Costs and expenses:
Expenses (excluding provision for bad debts and interest expense)		269		596
Expenses (excluding interest expense)		405		1,255
Provision for bad debts		—		—
Interest expense		~~313~~51		1,~~776~~123
Total costs and expenses		718		3,031
Total costs and expenses (excluding cost of commodities sold)		320		1,719
Segment income before minority interest and income taxes	$	60160	$	~~471~~656

~~Interest~~Sales ~~income~~of ~~decreased~~commodities ~~$1.6~~and ~~million,~~cost orof ~~69.6%,~~commodities ~~from~~sold were $212.32 million, respectively, in the three months ended ~~February~~ May 2931, ~~2008~~2009, toand ~~$0.7~~were ~~million~~comprised inof the ~~three~~purchase ~~months~~and ~~ended~~sale ~~February 28,~~of ~~2009~~certain quantities of corn and wheat. ~~This~~Such ~~decrease~~sales ~~resulted~~and cost of sales arose from ~~decreased~~previous ~~activity~~transactions inrelated ~~the~~to commodity inventory repurchase financing. ~~program~~During February 2009, ~~affected~~we byreached ~~lower~~an ~~grain~~agreement ~~prices~~with ~~and~~a ~~the~~commodity ~~downturn~~repurchase infinancing customer effectively canceling the ~~overall credit~~customer’s ~~environment~~repurchase right and obligation under previous commodity inventory financing agreements. ~~Additionally~~As a result, we received title to the grain ~~interest~~and ~~charged~~liquidated the inventories in ~~the~~an ~~commodity~~orderly ~~inventory~~manner. ~~financing~~Sale ~~program~~proceeds iswere ~~based~~used onto ~~variable~~extinguish ~~rates,~~related ~~which~~outstanding ~~have~~notes ~~decreased~~payable ~~significantly~~balances.

~~Other~~Interest income ~~for~~decreased ~~the~~$1.5 ~~three~~million, ~~months~~or ~~ended February 29~~93.8%, ~~2008,~~from ~~was~~$1.6 ~~comprised~~million ~~primarily~~in ofthe ~~railcar~~three ~~sublease~~months ~~income~~ended ~~and~~May 31, ~~transactional~~2008, ~~financing~~to ~~income totaling~~ $10.21 million. ~~During~~in the three months ended ~~February~~ May 2831, 2009,. ~~there~~This ~~were~~decrease noresulted ~~profitable~~from a significant decline in activity in the commodity inventory financing ~~transactions~~program, toaffected ~~receive~~by ~~profit-share~~lower grain prices and ~~additionally~~the downturn in the overall credit environment. Additionally, wethe ~~discontinued~~interest charged in the ~~railcar~~commodity ~~subleasing~~inventory financing program ~~during~~is ~~the~~based ~~first~~on ~~quarter~~variable ofrates, ~~fiscal~~which ~~2009~~have decreased significantly.

~~Costs~~Other ~~and~~income ~~expenses,~~for ~~excluding~~the ~~interest~~three ~~expense~~months ended May 31, ~~decreased~~2009, ~~$0.9~~was ~~million~~comprised ~~from~~primarily ~~$1.3~~of ~~million~~patronage inincome. Income for the three months ended ~~February~~May 2931, 2008, towas ~~$0.4 million~~comprised inprimarily ~~the~~of ~~three~~railcar ~~months~~sublease ~~ended February 28~~income, ~~2009.~~transactional ~~The~~financing ~~three~~income ~~months~~and ~~ended~~patronage ~~February 29,~~income ~~2008~~totaling ~~included a~~ $0.68 million. ~~charge~~During to the ~~provision~~three ~~for~~months ~~bad~~ended ~~debts~~May 31, ~~related~~2009, tothere ~~interest~~were ~~and~~no ~~management~~profitable commodity ~~fees~~financing ~~due~~transactions ~~from~~to ~~the~~receive ~~previous~~profit-share ~~affiliate~~and ~~Green Diesel~~additionally, ~~LLC,~~we ~~and~~discontinued ~~$0.3 million of leasing fees related to~~ the railcar subleasing program ~~that was discontinued~~ during the first quarter of fiscal 2009.

~~Interest~~Costs ~~expense~~and ~~decreased~~expenses, ~~$1.5~~excluding ~~million~~interest expense, ordecreased 83$0.3%, million from $10.86 million in the three months ended ~~February~~May 2931, 2008, to $0.3 million in the three months ended ~~February~~May 2831, 2009., ~~The~~primarily ~~decrease~~as ina ~~interest expense~~result ~~resulted~~of ~~from~~ the ~~decreased~~discontinued ~~activity~~railcar insubleasing ~~the commodity inventory financing~~ program~~, as we borrow on specific credit lines related to these programs for funding~~. ~~Additionally, the interest costs in the commodity inventory financing program is based on variable rates, which have decreased significantly.~~

~~Corporate~~Interest ~~and~~expense ~~Other~~decreased $1.0 million, or 90.9%, from $1.1 million in the three months ended May 31, 2008, to $0.1 million in the three months ended May 31, 2009. The decrease in interest expense resulted from the decreased activity in the commodity inventory financing program, as we borrow on specific credit lines related to these programs for funding. Additionally, the interest costs in the commodity inventory financing program is based on variable rates, which have decreased significantly.

~~The~~39 Corporate and Other segment historically consists of income from investments in other companies accounted for using the equity method, interest income on corporate funds and overall corporate level expenses primarily related to employee compensation and benefits, travel, technology, professional fees, director fees, and general insurance. Additionally, expenses incurred in the ongoing development of Agora-X, a startup subsidiary which has developed an electronic communications network for OTC commodity contracts, are reported within the Corporate and Other segment.

The Corporate and Other segment generated minimal revenue during the three months ended February 28, 2009. Revenues generated in the Corporate and Other segment for the three months ended February 29, 2008 were $1.0 million, and included $0.6 million from the equity interest in the earnings of FGDI and $0.3 million in interest and dividend income.

In the three months ended February 28, 2009, costs and expenses in the Corporate and Other segment totaled $6.2 million and included $1.3 million of expenses incurred related to Agora-X. In the three months ended February 29, 2008, costs and expenses in the Corporate and Other segment totaled $3.4 million and included $0.2 million of expenses incurred related to Agora-X. Excluding amounts attributable to Agora-X, the increase in costs and expenses result primarily from a $1.9 million increase in employee compensation. This increase includes an acceleration of $2.8 million in compensation expense representing a portion of the executive long-term incentive plan, awarded in November 2008, based on surpassing target performance thresholds in fiscal 2008, and unrecognized share-based compensation expense for unvested stock options relating to our chief executive officer. The chief executive officer’s employment agreement includes provisions to eliminate the future service requirement upon reaching retirement eligibility under our defined benefit pension plan in order to receive currently unvested awards. This chief executive officer became retirement eligible under the applicable plan during the three months ended February 28, 2009, requiring the acceleration of the compensation expense. Offsetting this increase to employee compensation was a decrease in short-term incentive awards, due to the unlikelihood of reaching incentive award thresholds in the current fiscal year. Expenses attributable to Agora-X, increased $1.1 million as the entity has added employee personnel, incurred professional fees related to obtaining regulatory approval, and have begun to incur service and maintenance costs to the electronic communication network.

~~Six~~Corporate ~~Months~~and ~~Ended~~Other ~~February 28, 2009 Compared to Six Months Ended February 29, 2008~~

The Corporate and Other segment historically consists of income from investments in other companies accounted for using the equity method, interest income on corporate funds and overall corporate level expenses primarily related to employee compensation and benefits, travel, technology, professional fees, director fees, and general insurance. Additionally, expenses incurred in the ongoing development of Agora-X, a development stage subsidiary which has developed an electronic communications network for OTC commodity contracts, are reported within the Corporate and Other segment.

The Corporate and Other segment recorded a loss on its equity investment in FGDI of $2.8 million during the three months ended May 31, 2009 primarily related to a loss FGDI incurred settling a contractual dispute through litigation in June 2009. We did not have any direct involvement in the disputed commodity contracts, nor did we have any participation in the settlement proceedings. Revenues generated in the Corporate and Other segment for the three months ended May 31, 2008 were $0.5 million, and included $0.4 million from the equity interest in the earnings of FGDI and $0.1 million in interest and dividend income.

In the three months ended May 31, 2009, costs and expenses in the Corporate and Other segment totaled $7.0 million and included $1.4 million of expenses incurred related to Agora-X. In the three months ended May 31, 2008, costs and expenses in the Corporate and Other segment totaled $3.9 million and included $0.4 million of expenses incurred related to Agora-X. Excluding amounts attributable to Agora-X, the increase in costs and expenses result primarily from a $1.5 million increase in legal and professional fees and a $1.9 million increase to employee compensation related to a separation agreement with a former executive officer. These increased costs were offset by a decrease in short-term incentive awards, due to the unlikelihood of reaching incentive award thresholds in the current fiscal year. Expenses attributable to Agora-X, increased $1.0 million as the entity incurs fixed service and maintenance costs and depreciation related to the electronic communication network, and has added employee personnel and incurred professional fees related to regulatory and other matters.

Nine Months Ended May 31, 2009 Compared to Nine Months Ended May 31, 2008

Executive Summary

We recorded a net loss of $5361.23 million in the ~~six~~nine months ended ~~February~~May 2831, 2009, compared to net income of $2533.2 million recorded for the ~~six~~nine months ended ~~February~~May 2931, 2008, a decrease in profitability of $7894.45 million. This decrease was primarily driven by the recognition of an $~~106~~111.35 million in bad debt ~~provisions~~provision relating to a significant ~~increase~~loss in a specific energy customer trading account deficit during this period, and the combination of a significant ~~decline~~declines in exchange-traded and OTC trading activity across ~~most~~nearly all business lines, and historically low short-term interest rates. See “Operations by Segment” and “Capital Resources and Liquidity” for additional discussion related to the energy customer account deficit.

The following chart provides revenues, costs and expenses, and net income (loss) for the period comparison.

	Six Months EndedFebruary 28, 2009				Six Months EndedFebruary 29, 2008				Variance
	Nine Months EndedMay 31, 2009				Nine Months EndedMay 31, 2008				Variance
	(inThousands)		% ofRevenues,Net of Cost ofCommoditiesSold		(inThousands)		% ofRevenues,Net of Cost ofCommoditiesSold		(inThousands)			%Change
Sales of commodities	$	319,~~345~~299	~~2.4~~N/M	%	$	1,~~350~~958	~~0.8~~N/M	%	$	117,~~995~~341		~~147.8~~N/M	%
Cost of commodities sold		319,~~280~~091	~~2.4~~N/M	%		~~830~~1,035	~~0.5~~N/M	%		218,~~450~~056		N/M
Gross profit on commodities sold		65208	0.01	%		~~520~~923	0.34	%		(~~455~~715	)	(8777.5	)%
Commissions and clearing fees		79109,~~051~~719	5660.98	%		84132,~~995~~709	5153.65	%		(522,~~944~~990	)	(717.03	)%
Service, consulting and brokerage fees		3343,~~629~~284	2423.29	%		4068,~~457~~796	2427.57	%		(625,~~828~~512	)	(1637.91	)%
Interest		1821,~~278~~797	1312.21	%		3237,~~239~~535	1915.61	%		(1315,~~961~~738	)	(4341.39	)%
Other revenues		75,~~894~~558	53.71	%		68,~~635~~267	43.03	%		1(2,~~259~~709	)	19(32.08	)%
Revenues, net of cost of commodities sold (1)		~~138~~180,~~917~~566	100.0	%		~~164~~248,~~846~~230	100.0	%		(2567,~~929~~664	)	(1527.73	)%
Costs and expenses
Employee compensation and broker commissions		28,389	20.4	%		28,444	17.3	%		(55	)	(0.2	)%
Pit brokerage and clearing fees		48,766	35.1	%		46,177	28.0	%		2,589		5.6	%
Introducing broker commissions		12,256	8.8	%		16,075	9.8	%		(3,819	)	(23.8	)%
Employee benefits and payroll taxes		4,301	3.1	%		5,930	3.6	%		(1,629	)	(27.5	)%
Interest expense		2,449	1.8	%		3,010	1.8	%		(561	)	(18.6	)%

4340

Depreciation and amortization		1,360		1.0	%		732		0.4	%			628			85.8	%
Costs and expenses
Provision for bad debts		112,901		81.3	%		184		0.1	%			112,717			N/M
Employee compensation and broker commissions		41,051		22.7	%		46,542			18.7	%			(5,491	)		(11.8	)%
Impairment loss on goodwill		1,888		1.4	%		—		0.0	%			1,888			100.0	%
Pit brokerage and clearing fees		65,283		36.2	%		73,562			29.6	%			(8,279	)		(11.3	)%
Other expenses		18,505		13.3	%		14,724		8.9	%			3,781			25.7	%
Introducing broker commissions		16,868		9.3	%		24,893			10.0	%			(8,025	)		(32.2	)%
Total costs and expenses (excluding cost of commodities sold)		230,815		166.2	%		115,276		69.9	%			115,539			100.2	%
Employee benefits and payroll taxes		6,298		3.5	%		9,812			4.0	%			(3,514	)		(35.8	)%
Income (loss) from continuing operations before income tax (benefit) expense and minority interest		(91,898	)	(66.2	)%		49,570		30.1	%			(141,468	)		N/M
Interest expense		3,438		1.9	%		4,404			1.8	%			(966	)		(21.9	)%
Minority interest		(355	)	(0.3	)%		—		0.0	%			(355	)		(100.0	)%
Depreciation and amortization		2,168		1.2	%		1,336			0.5	%			832			62.3	%
Income (loss) from continuing operations before income tax (benefit) expense		(91,543	)	(65.9	)%		49,570		30.1	%			(141,113	)		N/M
Provision for bad debts		118,161		65.4	%		1,905			0.8	%			116,256			N/M
Income tax expense		(38,483	)	(27.7	)%		18,650		11.3	%			(57,133	)		N/M
Impairment loss on goodwill		1,888		1.1	%		—			0.0	%			1,888			100.0	%
Net income (loss) from continuing operations		(53,060	)	(38.2	)%		30,920		18.8	%			(84,980	)		N/M
Other expenses		29,311		16.2	%		23,035			9.3	%			6,276			27.3	%
Loss from discontinued operations, net of tax		(131	)	(0.1	)%		5,719		3.5	%			(5,588	)		(97.7	)%
Total costs and expenses (excluding cost of commodities sold)		284,466		157.5	%		185,489			74.7	%			98,977			53.4	%
Net income (loss)	$	(53,191	)	(38.3	)%	$	25,201		15.3	%		$	(78,392	)		N/M
Income (loss) from continuing operations before income tax (benefit) expense and minority interest		(103,900	)	(57.5	)%		62,741			25.3	%			(166,641	)		(265.6	)%
Minority interest		(631	)	(0.3	)%		(50	)		0.0	%			(581	)		100.0	%
Income (loss) from continuing operations before income tax (benefit) expense		(103,269	)	(57.2	)%		62,791			25.3	%			(166,060	)		(264.5	)%
Income tax (benefit) expense		(42,133	)	(23.3	)%		23,500			9.5	%			(65,633	)		(279.3	)%
Net income (loss) from continuing operations		(61,136	)	(33.9	)%		39,291			15.8	%			(100,427	)		(255.6	)%
Loss from discontinued operations, net of tax		(131	)	(0.1	)%		(6,083	)		(2.5	)%			5,952			(97.9	)%
Net income (loss)	$	(61,267	)	(33.9	)%	$	33,208			13.4	%		$	(94,475	)		(284.5	)%

(1)	Revenues, net of cost of commodities sold, consists of total revenues presented with the sales of commodities net of cost of commodities sold. See “Selected and Other Data—Non-GAAP Financial Measures” for further discussion of revenues, net of cost of commodities sold.

N/M – Percentage is not meaningful.

Revenues and Cost of Commodities Sold

Revenues, net of cost of commodities sold, decreased $2567.97 million, or 1527.73% from $~~164~~248.82 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $~~138~~180.9 5 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. This result was significantly impacted by lower exchange-traded and OTC contract trading volumes from customers within the agricultural, financial and energy markets. During the period, exchange-traded contract volume decreased by 12.9 million contracts, or 25.5%, from 50.5 million in the six months ended February 29, 2008, to 37.6 million in the six months ended February 28, 2009. OTC contract trading volume decreased by 0.3 million contracts, or 46.6%, from 0.7 million in the six months ended February 29, 2008, to 0.4 million in the six months ended February 28, 2009. The decrease in OTC contract trading volume was primarily due to the slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian businesses. In the CES segment, reduced trading among all customers and specifically the high-volume, low-margin electronic trade customers resulted in a higher rate per trade during the current period compared to the prior comparative period. We have seen period-over-period increases in per-trade pit brokerage and clearing fees within both segments which began in the second half of fiscal 2008, increasing both revenues and related expenses. Interest income has decreased significantly from period to period as a result of sharp declines in short-term interest rates to historically low levels, ~~despite~~and ana ~~increase~~decrease in interest-earning customer segregated assets, ~~primarily~~and inOTC ~~the CES segment as compared to the same period a year ago~~deposits.

Sale of Commodities and Cost of Commodities Sold. Sales of commodities and cost of commodities sold were $319.43 million and $319.31 million, respectively, in the ~~six~~nine months ended ~~February~~May 2831, 2009, and were comprised primarily of the purchase and sale of corn, wheat and RINs. ~~Such~~The ~~sales~~corn ofand ~~the~~wheat ~~RINs~~purchase and sale transactions were related to a specific inventory repurchase financing transaction within our Financial Services segment, and are not expected to be recurring. The RIN activity were back-to-back purchase and sales, and generated gross profit of $~~65,000~~0.2 million. Sales of commodities and cost of commodities sold were $12.4 0 million and $01.80 million, respectively, in the ~~six~~nine months ended ~~February~~May 2931, 2008, and were comprised of the purchase and sale of CCX carbon financial instruments. Such sales generated $0.5 9 million in gross profit for the ~~three~~nine ~~month~~months ~~period~~ ended ~~February~~ May 2931, 2008. The purchase and sale of RINs and CCX carbon financial instruments are an ancillary activity and not part of our core operating model.

44Commissions and Clearing Fees. Commissions and clearing fees decreased $23.0 million, or 17.4%, from $132.7 million in the nine months ended May 31, 2008, to $109.7 million in the nine months ended May 31, 2009. The decrease was due to a sharp decline in trading volume, which decreased by 25.7 million exchange-traded contracts, or 33.4%, from 77.1 million contracts in the nine months ended May 31, 2008, to 51.4 million contracts in the nine months ended May 31, 2009. The overall decrease in volumes is related to the impact of the macro-economic financial market conditions, including a lack of active market participants due to the lack of available credit capacity by companies to carry inventories and use forward positions. Specifically, we have seen a decline

~~Commissions~~ in ~~and~~trading ~~Clearing~~activity ~~Fees.~~over ~~Commissions~~the ~~and~~majority ~~clearing~~of ~~fees~~our ~~decreased~~traditional ~~$5.9~~commercial ~~million, or~~business ~~7.0%,~~in ~~from~~the ~~$85~~C&RM segment.0 ~~million~~Additionally, volumes in the ~~six~~CES ~~months~~segment ~~ended~~have ~~February 29,~~been impacted ~~2008,~~by tothe ~~$79.1~~reduced ~~million~~trading inamong the ~~six~~high-volume, ~~months~~low-margin ~~ended~~electronic ~~February 28~~trade customers, ~~2009.~~the ~~The~~disposition ~~increase~~of ~~was~~the ~~due~~specific toenergy atrading ~~sharp~~customer ~~decline~~account inand ~~trading~~further ~~volume,~~risk ~~which~~reducing ~~decreased~~initiatives byimplemented 12across the segment.~~9 million~~ We have seen ~~exchange~~period-~~traded~~over-period ~~contracts,~~increases orin ~~25.5%,~~per-trade ~~from~~pit ~~50.5 million~~brokerage ~~contracts~~and inclearing ~~the~~fees ~~six~~within ~~months~~both ~~ended February 29~~segments, ~~2008,~~which tostepped ~~37.6 million~~up ~~contracts~~over two quarters beginning in the ~~six~~third ~~months~~quarter ~~ended~~of ~~February 28~~fiscal 2008, ~~2009~~increasing both revenues and related expenses. A decline in Forex customer ~~trades~~trade ~~decreased~~activity ~~slightly~~accounted ~~with~~for ~~approximately~~ $01.31 million of decreased commissions and fees over the prior comparable period.

	Six Months Ended
	Nine Months EndedMay 31
	February 28,2009		February 29,2008
	2009		2008
	(in thousands)
Commissions and clearing fees – Exchange trades	$	75104,~~870~~868	$	81126,~~554~~742
Commissions and clearing fees – Forex trades		34,~~181~~851		35,~~441~~967
Total commissions and clearing fees	$	79109,~~051~~719	$	84132,~~995~~709
Exchange contract trade volume (in thousands)		3751,~~605~~339		5077,~~468~~065

Service, Consulting and Brokerage Fees. Service, consulting and brokerage fees decreased $625.85 million, or 1637.91 %, from $4068.58 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $3343.63 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. This decrease was primarily due to the significant decline in OTC brokerage, as OTC contract volume decreased ~~approximately~~525,755 ~~313~~contracts,~~000,~~ or 4654.64%, from ~~approximately 672~~965,~~000~~636 contracts in the ~~six~~nine months ended ~~February~~May 2931, 2008, to ~~approximately 359~~439,~~000~~881 contracts in the ~~six~~nine months ended ~~February~~May 2831, 2009. The decrease in OTC contract trading volume is primarily due to the slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian customers, who continue to be adversely affected by global economic credit conditions, see “Operations by Segment” for further discussion. Offsetting the decrease in OTC brokerage was added revenues from the Forex trade desk and increased consultative services. On a limited basis, our OTC and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are short-term in nature are conducted to facilitate the most effective transaction for our customer. ~~The~~Revenues generated from the mark-to-market adjustments on these positions were $8.5 million and $9.8 million in the nine months ended May 31, 2009 and May 31, 2008, respectively. The following table sets forth our OTC contract volume for the ~~six~~nine months ended ~~February~~May 2931, 2008 and ~~February~~May 2831, 2009.

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009	February 29,2008
	2009	2008
OTC contract volume	~~358~~439,~~604~~881	~~671~~965,~~595~~636

Interest Income. Interest income decreased $1415.08 million, or 4342.31%, from $3237.25 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $1821.38 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. The decrease in interest income was due primarily to the sharp decrease in short-term interest rates to historically low levels, and ~~despite~~a andecrease ~~average increase~~ in interest-earning segregated ~~assets~~and OTC deposits, throughout the ~~six~~ nine-month period, in the C&RM and CES segments. In addition to our investments in U.S. government securities and federal agency obligations, we also invest in money ~~market~~ market funds, which return historically higher yields when compared to the 90-day Treasury bill. ~~The following table sets forth customer segregated assets and average 90-day Treasury bill rates for the six months ended February 29, 2008 and February 28, 2009.~~ Additionally, ~~the~~interest ~~six~~income ~~months~~from ~~ended~~our ~~February 29,~~commodity ~~2008~~inventory ~~included~~financing ~~unrealized~~program ~~gains~~decreased of $53.07 million, onas the ~~mark-to-market~~financing ~~valuation~~activity ofdeclined ~~derivative contracts that were designed to manage a portion of our exposure to changes in~~significantly ~~short-term~~during ~~interest~~the ~~rates~~period.

45The following table sets forth customer segregated assets and average 90-day Treasury bill rates for the nine months ended May 31, 2009 and 2008.


	Nine Months Ended May 31,
	2009			2008
	*(in thousands)*
Average customer segregated assets	$	1,055,454		$	1,256,202
90-day Treasury bill average rates for period		0.31	%		2.62	%

Other Revenues. Other revenues decreased by $2.7 million, or 32.8%, from $8.3 million in the nine months ended May 31, 2008, to $5.6 million in the nine months ended May 31, 2009. Other revenue includes the gains on the sale of excess exchange stock and trading rights of $6.5 million and $3.2 million in the nine months ended May 31, 2009 and 2008, respectively. During the nine months ended May 31, 2009, other revenues are partially offset by a loss realized through our equity investment in FGDI of $2.3 million. This loss resulted from the settlement, by FGDI, of a contractual dispute through litigation in June 2009. We did not have

	Six Months Ended
	February 28,2009			February 29,2008
	(in thousands)
Customer segregated assets, end of period	$	1,117,562		$	1,452,861
90-day Treasury bill average rates for period		0.38	%		3.15	%

any direct involvement in the disputed commodity contracts, nor did we have any participation in settlement proceedings. In the nine months ended May 31, 2008, other income includes income from equity investments, mainly resulting from our equity interest in FGDI of $2.3 million.

Other Revenues. Other revenues increased by $1.3 million, or 19.0%, from $6.6 million in the six months ended February 29, 2008, to $7.9 million in the six months ended February 28, 2009. Other revenue includes the gains on the sale of excess exchange stock and trading rights of $6.4 million and $2.9 million in the six months ended February 2009 and 2008, respectively. Other revenues also includes income from equity investments, mainly resulting from our equity interest in FGDI, LLC, which was $0.7 million and $2.0 million in the six months ended February 2009 and 2008, respectively.

Costs and Expenses

Employee Compensation and Broker Commissions. Employee compensation and broker commissions ~~were~~decreased $285.45 million, or 11.8% from $46.5 million in the ~~six~~nine months ended ~~February~~May 2831, 2009 ~~and February 29~~, ~~2008,~~to ~~respectively~~$41. ~~Although~~0 million in the ~~overall~~nine ~~expense~~months ~~was~~ended ~~constant~~May 31, ~~there~~2008. ~~was~~The decrease is primarily related to a decrease in volume-related broker commissions in the C&RM segment and overall decrease in incentive compensation as a result of our operating loss and unlikelihood of reaching incentive award thresholds. These decreases were offset by increased compensation costs of $4.8 million in the Corporate and Other segment related to the acceleration of ~~$2.8~~the ~~million~~majority of the unvested long-term incentive plan award and remaining unvested stock options, previously awarded for our chief executive officer and ~~additionally,~~a weformer ~~have~~executive ~~added~~officer. The ~~personnel~~chief executive officer’s employment agreement includes provisions to eliminate the future service requirement upon reaching eligibility under our defined benefit pension plan, in order to receive currently unvested awards. Our chief executive officer became retirement eligible under the ~~compliance~~applicable plan during January 2009, and ~~information~~compensation ~~technology~~expense ~~functions~~has been accelerated through that date.

Pit Brokerage and Clearing Fees. Pit brokerage and clearing fees ~~increased~~decreased $28.63 million, or 511.63% from $4673.26 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $4865.83 million in the ~~six~~nine months ended ~~February~~May 2831, 2009, ~~despite~~in direct relation with the decreased volume of exchange-traded contracts. This ~~increase~~ decrease is ~~primarily~~partially ~~related~~offset toby ~~increased fees resulting from~~ the ~~Forex trade-desk activity and the~~ increase in per-trade pit brokerage and clearing fees from the futures exchanges that stepped up over two quarters beginning in the third ~~second~~quarter ~~half~~ of fiscal 2008, increasing both revenues and related expenses.

Introducing Broker Commissions. Introducing broker commissions decreased $3.8.0 million, or 23 32.82%, from $1624.19 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $1216.39 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. The decrease was primarily due to the significant decrease in exchange-traded contract ~~trading~~ volumes from customers introduced by our introducing brokers in the CES segment.

Employee Benefits and Payroll Taxes. Employee benefits and payroll taxes decreased $13.65 million, or 2735.58%, from $5.9.8 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $46.3 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. This decrease was primarily related to the decrease in broker commissions paid to our risk management consultants, and the savings impact of the freeze in benefits under the defined benefit pension ~~plan~~plans.

Interest. Interest expense decreased $01.60 million, or 1821.69%, from $34.04 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $23.4 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. The decrease is primarily a result of a $13.91 million decrease in interest expense associated with the commodity financing programs, due primarily to a significant reduction in the utilization of our commodity inventory financing programs during the ~~six~~nine month period, and lower short-term rates. Offsetting the decrease in interest expense is the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008, and the increase in outstanding subordinated debt used for regulatory capital, as compared to the ~~six~~nine months ended ~~February~~May 2931, 2008.

Provision for Bad Debts. Provision for bad debts increased $~~112~~116.73 million, from $01.29 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $~~112~~118.92 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. This increase is primarily from a significant energy trading account deficit in the CES segment that ~~increased~~was ~~substantially~~transferred ~~during~~to ~~the~~a ~~three~~third ~~months~~party ~~ended~~during ~~February 28, 2009, causing an increase to~~ the ~~provision~~third quarter of ~~$106.3~~fiscal ~~million. During the period~~2009, weresulting ~~attempted~~in ~~to control the orderly liquidation~~a oftotal ~~the~~provision ~~account~~relating ~~and~~to ~~took~~that specific ~~steps~~deficit ~~intended to reduce the market risk associated with the trading position~~ of ~~the energy account~~$111.5 ~~On March 12, 2009, the account owner transferred the account to a third party, eliminating all material future exposure to the account~~million. See “Operations by segment” and “Capital Resources and Liquidity” for additional discussion related to the energy customer account deficit.

46Impairment Loss on Goodwill. An impairment loss on goodwill of $1.9 million was recorded during the nine months ended May 31, 2009. The impairment relates in part to previously recorded goodwill. During the nine months ended May 31, 2009, due to the significant provision for bad debts and due to the continued uncertainty surrounding the global economy and stock price volatility generally, and volatility in our stock price in particular, we concluded that triggering events had occurred indicating potential impairment and performed an impairment test of the goodwill at the reporting unit level, resulting in the write-off of historical goodwill as well as the recently settled additional purchase price. There was no impairment loss recorded during the nine months ended May 31, 2008.

Depreciation and Amortization. Depreciation and amortization increased $0.9 million, or 62.3% from $1.3 million in the nine months ended May 31, 2008, to $2.2 million in the nine months ended May 31, 2009. Depreciation expense has increased related to Agora-X, LLC placing its electronic communications network for OTC commodity contracts into service during the second quarter of fiscal 2009. Additionally, amortization expense increased related to intangible assets with determinable lives, acquired as part of acquisitions completed during the second quarter of fiscal 2008.

~~Impairment~~Other ~~Loss~~Expenses. onOther ~~Goodwill.~~expenses Anincreased ~~impairment~~$6.3 ~~loss~~million, onor ~~goodwill~~27.3%, offrom $123.90 million ~~was~~in ~~recorded~~the ~~during~~nine ~~the six~~ months ended ~~February~~May 2831, ~~2009.~~2008, ~~The impairment relates~~ to ~~previously recorded goodwill~~$29.3 ~~During~~million in the ~~six~~nine months ended ~~February~~May 2831, 2009, primarily due to ~~the~~a ~~significant~~$4.6 ~~provision~~million ~~for~~increase ~~bad~~in ~~debts~~professional ~~and~~fees, ~~due~~a to$1.2 ~~the~~million ~~continued~~increase ~~uncertainty surrounding~~in ~~the~~office, ~~global~~equipment ~~economy~~ and ~~stock~~facilities ~~price~~rent ~~volatility~~and ~~generally~~expenses, and ~~volatility~~a $1.3 inmillion ~~our~~increase ~~stock price~~ in ~~particular,~~dues ~~we concluded that triggering events had occurred indicating potential impairment~~ and ~~performed~~fees. anThe ~~impairment~~increased ~~test~~professional offees ~~the~~primarily ~~goodwill at~~relate ~~the~~to ~~reporting~~costs ~~unit~~incurred ~~level,~~associated ~~resulting~~with in the ~~write-off~~disposition of the ~~recently~~specific ~~recorded~~energy ~~additional~~trading ~~purchase~~customer ~~price.~~account ~~There~~deficit ~~was~~and ~~no impairment loss recorded during~~ the ~~six~~subsequent ~~months~~review ~~ended~~of ~~February 29,~~equity ~~2008~~alternatives.

~~Depreciation~~Income ~~and~~Tax ~~Amortization~~(Benefit) Expense. ~~Other~~We ~~expenses~~recorded ~~increased~~an income tax benefit of $042.61 million, orduring 85the nine months ended May 31, 2009.8% ~~from~~Our provision for income taxes was $023.85 million in the ~~six~~nine months ended ~~February~~May 2931, 2008,. toOur ~~$1.4~~effective ~~million~~income tax rate was 40.8% in the ~~six~~nine months ended ~~February~~May 2831, 2009., ~~Depreciation~~compared ~~expense~~to ~~has~~37.4% ~~increased~~for ~~related~~the tonine ~~Agora-X,~~months ~~LLC~~ended ~~placing~~May 31, ~~its~~2008. ~~electronic~~The increase ~~communications~~in ~~network~~the ~~for~~effective ~~OTC~~tax ~~commodity~~rate ~~contracts~~is ~~into~~primarily ~~service~~due ~~during~~to ~~the~~an ~~second~~increase ~~quarter~~in ~~of fiscal~~state ~~2009.~~tax ~~Additionally,~~rates ~~amortization~~due ~~expense~~to increased ~~related~~state totax ~~intangible~~apportionment ~~assets~~factors ~~with~~resulting ~~determinable~~from ~~lives,~~changes ~~acquired~~in ascertain ~~part~~state ofapportionment ~~acquisitions~~calculation ~~completed~~formulas, ~~during~~and ~~the~~shifts ~~second~~in ~~quarter~~the amount of ~~fiscal~~revenue generated ~~2008~~among states.

Other Expenses. Other expenses increased $3.8 million, or 25.7%, from $14.7 million in the six months ended February 29, 2008, to $18.5 million in the six months ended February 28, 2009, primarily due to a $1.5 million increase in professional fees, a $1.4 million increase in office, equipment and facilities rent and expenses, and a $0.7 million increase in dues and fees.

Income Tax (Benefit) Expense. We recorded an income tax benefit of $38.5 million during the six months ended February 28, 2009. Our provision for income taxes was $18.7 million in the six months ended February 29, 2008. The decrease was due primarily to the recorded net loss for the current period. Our effective income tax rate was 40.5% in the six months ended February 28, 2009, compared to 37.3% for the six months ended February 28, 2009. The increase in the effective tax rate is primarily due to an increase in state tax rates due to increased state tax apportionment factors resulting from changes in certain state apportionment calculation formulas, shifts in the amount of revenue generated among states, and effects of the sale of our majority interest in FGDI.

Operations by Segment

~~Six~~Nine Months Ended ~~February~~May 2831, 2009 Compared to ~~Six~~Nine Months Ended ~~February~~May 2931, 2008

Commodity and Risk Management Services

During the nine months ended May 31, 2009, certain balances for prior period have been reclassified to conform to current period presentation. This includes the reclassification of $2.2 million from the commissions and clearing fees category to the service, consulting and brokerage fees category on the consolidated statement of operations for the nine months ended May 31, 2008. The following table provides a summary of the financial performance for this segment.

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009		February 29,2008
	2009		2008
	(in thousands)
Sales of commodities	$	37,~~345~~097	$	1,~~350~~958
Cost of commodities sold		36,~~280~~909		~~830~~1,035
Gross profit on commodities sold		65188		~~520~~923
Commissions and clearing fees		2536,~~060~~311		2540,~~862~~212
Service, consulting and brokerage fees		3343,~~715~~375		4069,~~662~~107
Interest		4,~~169~~933		1314,~~648~~788
Other		~~331~~398		3,~~079~~103
Revenues, net of cost of commodities sold		6385,~~340~~205		83128,~~771~~133
Costs and expenses:
Expenses (excluding interest expense)		48,240		44,512
Expenses (excluding provision for bad debts and interest expense)		67,579		72,526
Provision for bad debts		6,~~065~~068		~~275~~996
Interest expense		~~555~~791		57333
Total costs and expenses (excluding cost of commodities sold)		5474,~~860~~438		4473,~~844~~855
Segment income before minority interest and income taxes	$	810,~~480~~767	$	3854,~~927~~278

47Sales of commodities and cost of commodities sold were $7.1 million and $7.0 million, respectively, in the nine months ended May 31, 2009, and were comprised primarily of the purchase and sale of RINs. Such sales of the RINs were back-to-back and generated gross profit of $0.2 million. Sales of commodities and cost of commodities sold were $2.0 million and $1.0 million, respectively, in the nine months ended May 31, 2008, and were comprised of the purchase and sale of CCX carbon financial instruments. Such sales generated $1.0 million in gross profit for the nine months ended May 31, 2008. The purchase and sale of RINs and CCX carbon financial instruments are an ancillary activity and not part of our core operating model.

Commissions and clearing fee revenues decreased $3.9 million, or 9.7%, from $40.2 million in the nine months ended May 31, 2008, to $36.3 million in the nine months ended May 31, 2009. This decrease in commissions and clearing fees was primarily due to the 0.4 million contract, or 16.0%, decrease in trading volume for exchange-traded contracts, from 2.5 million contracts in the nine months ended May 31, 2008, to 2.1 million contracts in the nine months ended May 31, 2009. This decrease in volume is a result of the de-leveraging of grain prices, reduced volatility in commodity markets and the tightening in the financial credit market. As a result of the volume decline, particularly among lower margin-rate activity, we have experienced an increase in the average rate per trade. Additionally, we experienced a decrease in Forex trade commissions, of $1.1 million. Offsetting these decreases was the increase in the per-trade fees which began in the third quarter of fiscal 2008.

~~Sales~~Service, ofconsulting ~~commodities~~ and ~~cost~~brokerage offees ~~commodities~~decreased ~~sold were~~ $325.47 million, ~~and~~or 37.2%, from $369.31 million, ~~respectively,~~ in the ~~six~~ nine months ended ~~February~~May 2831, ~~2009~~2008, ~~and~~to ~~were~~$43.4 ~~comprised~~million ~~primarily~~in of the ~~purchase~~nine ~~and~~months ~~sale~~ended ofMay 31, ~~RINs~~2009. ~~Such~~This ~~sales~~decrease ofwas ~~the~~primarily ~~RINs~~due ~~were back-~~to~~-back~~ ~~and~~the ~~generated~~$24.5 ~~gross~~million ~~profit~~decline ofin ~~$65~~OTC brokerage,~~000.~~ ~~Sales~~as ofOTC ~~commodities~~contract ~~and~~volume ~~cost~~decreased of525,755 ~~commodities~~contracts, ~~sold~~or ~~were $1~~54.4 ~~million~~%, ~~and~~in ~~$0.8~~the ~~million~~nine months ended May 31, ~~respectively~~2009, incompared to the ~~six~~nine months ended ~~February~~May 2931, 2008,. ~~and~~The ~~were~~decrease ~~comprised~~in ofOTC volume continues to stem from the ~~purchase~~significant slowdown in the renewable fuels industry and ~~sale~~reduced oftrading ~~CCX~~from ~~carbon~~our Latin American/Brazilian customers as those economies face similar financial ~~instruments~~market constraints. ~~Such~~The ~~sales~~overall ~~generated~~OTC ~~$0.5~~rate ~~million~~per contract increased as a result of the change in ~~gross~~mix ~~profit~~of ~~for~~various OTC products traded. Offsetting the ~~three~~decreases ~~month~~were ~~period~~added revenues from the Forex trade ~~ended~~desk ~~February 29,~~and ~~2008~~increased IRMP fees. ~~The~~On ~~purchase~~a ~~and~~limited ~~sale~~basis, ofour ~~RINs~~OTC and ~~CCX~~Forex ~~carbon~~trade ~~financial~~desks ~~instruments~~will ~~are~~accept ana ~~ancillary~~customer ~~activity~~transaction and offset that transaction with a similar, but not ~~part~~identical, ofposition on the exchange. These unmatched transactions are short-term in nature and are conducted to facilitate the most effective transaction for our ~~core~~customer. ~~operating~~Revenues ~~model~~from the trade desks were $8.5 million and $9.8 million in the nine months ended May 31, 2009 and May 31, 2008, respectively.

~~Commissions~~Interest ~~and~~income ~~clearing fee revenues~~ decreased $09.89 million, or 366.19%, from $2514.98 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $254.19 million in the ~~six~~nine months ended ~~February~~May 2831, 2009., ~~This~~which ~~decrease in commissions and clearing fees~~ was ~~primarily~~ due primarily to the ~~0.2 million~~significant ~~contract,~~decline ~~or 12.5%, decrease~~ in ~~trading volume for exchange~~short-~~traded~~term ~~contracts,~~interest ~~from 1.6 million contracts in the six months ended February 29~~rates, ~~2008,~~ to ~~1.4 million~~ ~~contracts~~historically inlow ~~the six months ended February 28~~levels, ~~2009.~~and ~~This~~a decrease in ~~volume~~investable iscustomer asegregated ~~result~~funds ofand ~~the~~OTC ~~de-leveraging~~deposits ofimpacted ~~grain~~by ~~prices,~~ reduced ~~volatility~~trading ~~among~~volumes ~~commodity markets~~ and ~~the tightening in the financial credit market. As a~~ ~~result~~open ~~of the volume decline, particularly among lower margin-rate activity, we have experienced a slight increase in the average rate per trade~~interest. Additionally, we experienced a minimal decrease in Forex trade commissions, of $0.3 million. Offsetting these decreases was the increase in the per-trade fees which began in the second half of fiscal 2008.

~~Service,~~Other ~~consulting~~income ~~and brokerage fees~~ decreased $72.07 million, ~~or 17.2%,~~ from $403.71 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $330.74 million in the nine ~~six~~ months ended ~~February~~May 2831, 2009. ~~This~~Other ~~decrease~~income ~~was~~for ~~primarily due to~~ the ~~$9.9~~nine ~~million decline in OTC brokerage, as OTC contract volume decreased 0.3 million contracts, or 46.6%, in the six~~ months ended ~~February~~May 2831, 2009, ~~compared~~related to ~~the~~ancillary ~~three~~revenue ~~months ended February 29~~streams, ~~2008.~~while ~~The~~other decrease in OTC volume continues to stem from the significant slowdown in the renewable fuels industry and reduced trading from our Latin American/Brazilian customers as those economies face similar financial market constraints. The overall OTC rate per contract increased as a result of the change in mix of various OTC products traded. Offsetting the decreases were added revenues ~~from~~for the ~~Forex~~nine ~~trade~~months ~~desk~~ended ~~and increased consultative services. On a limited basis~~May 31, ~~our~~2008 ~~OTC~~included ~~and Forex trade desks will accept a customer transaction and offset that transaction with a similar, but not identical, position on the exchange~~$2.9 ~~These~~million ~~unmatched transactions are short-term~~ in ~~nature~~gains ~~and are conducted to facilitate the most effective transaction for our customer. Revenues~~ from the ~~trade~~sale ~~desks were $6.9 million and~~of ~~$4.5~~excess ~~million~~exchange instock ~~the six months ended February 28, 2009~~ and ~~February~~trading ~~29, 2008, respectively~~rights.

~~Interest~~Expenses, ~~income~~excluding provision for bad debts and interest expense, decreased $9.4.9 million, or 696.18%, from $1372.65 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $467.26 million in the ~~six~~nine months ended ~~February~~May 2831, 2009,. ~~which~~Pit ~~was~~brokerage ~~due~~and clearing fees increased $2.1 million, primarily related to ~~the~~increased ~~significant~~exchange ~~decline~~per-trade inrates ~~short~~and Forex trade-~~term~~desk ~~interest~~activity. ~~rates~~IB ~~and~~commissions decreased $0.6 million, primarily due to a decrease in ~~investable OTC~~exchange-traded ~~deposits~~contract volume related to IBs during the period. Employee compensation and broker commissions and related benefits decreased $9.6 million, ~~despite~~primarily related to decreased commission expense and decreased incentive compensation as a ~~slight~~result ~~increase~~of inour ~~investable~~overall ~~customer~~operating ~~segregated~~loss ~~deposits.~~and ~~Interest~~unlikelihood ~~income~~of ~~for~~reaching ~~the~~incentive ~~six~~award ~~months~~thresholds. ~~ended~~Depreciation ~~February 29~~and amortization increased $0.4 million, primarily ~~2008~~a ~~included~~result ~~unrealized~~of ~~gains~~amortization of intangible assets with determinable lives, acquired as part of the previously-mentioned acquisitions. Finally, other expenses increased $2.58 million, onincluding ~~the~~a ~~mark-to-market~~$1.0 ~~valuation~~million impairment of ~~derivative~~goodwill, ~~contracts~~and ~~that~~increases ~~were~~in ~~designed~~professional tofees, ~~manage~~facilities aand ~~portion~~equipment ofrent ~~our~~and ~~exposure~~expenses, tocommunication ~~changes~~and ininformation ~~short-term~~and ~~interest~~insurance ~~rates~~costs.

~~Other~~Provision for ~~income~~bad ~~decreased~~debts ~~$2.8~~increased ~~million from~~ $35.12 million in the ~~six~~nine months ended ~~February~~May 2931, ~~2008~~2009, toprimarily ~~$0.3~~as ~~million~~a inresult of the ~~six~~increase ~~months~~in ~~ended~~the ~~February 28,~~allowance ~~2009. Other income~~ for ~~the~~doubtful ~~six~~accounts ~~months ended February 28, 2009~~ related to ~~ancillary~~a ~~revenue~~renewable ~~streams,~~fuels ~~while~~account ~~other~~deficit ~~revenues~~and ~~for the~~a ~~six~~foreign ~~months~~exchange ~~ended~~account ~~February 29,~~deficit ~~2008 included $2.9 million~~ arising in ~~gains from~~ the ~~sale~~first quarter of ~~excess~~fiscal ~~exchange stock and trading rights~~2009.

~~Expenses,~~Interest ~~excluding provision for bad debts and interest~~ expense, increased $30.~~7 million, or 8.3%, from $44.~~5 million in the ~~six~~nine months ended ~~February~~May 2931, ~~2008, to $48.2 million in the six months ended February 28,~~ 2009~~. Pit brokerage and clearing fees increased $2.0 million~~, ~~primarily~~ related to increased exchange per-trade rates and Forex trade-desk activity. IB commissions increased $0.3 million, primarily due to IB commissions related to Forex activity, as exchange-traded contract volume related to IBs remained relatively constant during the ~~period. Employee compensation and broker commissions and related benefits decreased $2.3 million, primarily related to decreased commission expense and decreased~~ ~~incentive~~combination ~~compensation as a result~~ of ~~our~~the ~~overall operating loss and unlikelihood of reaching incentive award thresholds. Depreciation and~~ amortization ~~increased $0.5 million, primarily a result~~ of ~~amortization~~debt ofissuance ~~intangible~~costs ~~assets~~associated with ~~determinable lives, acquired as part of~~ the ~~previously~~syndicated ~~mentioned~~margin ~~acquisitions.~~and ~~Finally,~~subordinated ~~other~~debt ~~expenses~~facilities ~~increased~~entered ~~$3.0~~into ~~million,~~during ~~including~~July ~~a $1~~2008.0 ~~million impairment of goodwill~~Additionally, ~~$0.7~~we ~~million~~incurred ofinterest ~~research~~expense ~~and~~on ~~development~~occasional ~~costs relating~~ day-to-day ~~technological~~draw-downs ~~product development~~on in the ~~renewable fuels industry and increases in professional fees, facilities and equipment rent and expenses, communication and information and insurance costs~~margin facility.

Provision for bad debts increased $5.8 million in the six months ended February 28, 2009, primarily as a result of the increase in the allowance for doubtful accounts related to a renewable fuels account deficit and a foreign exchange account deficit arising in the first quarter of fiscal 2009.

Interest expense increased $0.5 million in the six months ended February 28, 2009, related to the combination of the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008. Additionally, we incurred interest expense on occasional day-to-day draw-downs on the margin facility.

Clearing and Execution Services

The following table provides a summary of the financial performance for this segment.

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009				February 29,2008
	2009			2008
	(in thousands)
Revenues
Commissions and clearing fees	$	5473,~~531~~854		$	$93,179	~~59,652~~
Service, consulting and brokerage fees		—			—	—
Interest		1214,~~333~~960			16,849	~~14,334~~
Other		5,~~048~~067			425	—
		71,912				73,986
		93,881			110,453
Costs and expenses:
Expenses (excluding provision for bad debts and interest expense)		56,799				60,233
Provision for bad debts		106,551				(100	)
Interest expense		932				41
Total costs and expenses		164,282				60,174
Segment income (loss) before minority interest and income taxes	$	(92,370	)		$	13,812

~~Commissions~~45 and clearing fees decreased $5.2 million, or 8.7%, from $59.7 million in the six months ended February 29, 2008, to $54.5 million in the six months ended February 28, 2009. This decrease was primarily driven by the significant decline in the volume of exchange-traded contracts executed, offset slightly by the rise per-trade in clearing fee rates beginning in the last half of fiscal 2008. Exchange contract trading volume decreased 12.7 million contracts, or 26.0%, from 48.9 million contracts in the six months ended February 29, 2008, to 36.2 million contracts in the six months ended February 28, 2009. This decrease in exchange-traded contracts was directly impacted by the macro-economic financial market conditions. We did not experience any substantial loss in customers; however, in the first quarter we saw a reduction in the high-volume, low-margin electronic trades and in the second quarter we have seen significant reductions in the trading activities across the majority of our customers. When comparing the overall contract rates in the six months ended February 29, 2009 to the corresponding prior year period, our rate per contract increased, primarily because of the most significant volume reduction was within the high-volume, low-margin electronic trades and the rise in clearing fees rates over the last half of fiscal 2008.

Interest income decreased $2.0 million, or 14.0%, from $14.3 million in the six months ended February 29, 2008, to $12.3 million in the six months ended February 28, 2009. Interest income for the six months ended February 29, 2008 included unrealized gains of $2.5 million, on the mark-to-market valuation of derivative contracts that were designed to manage a portion of our exposure to changes in short-term interest rates. Net of the effect of the mark-to-market valuation on the derivative contracts, interest income increased primarily as a result of growth of average investable customer segregated funds over the prior comparable period, offset by significantly lower short-term interest rates, as we typically are invested in U.S government securities, federal agency obligations, and money market funds.

Other revenue in the six months ended February 28, 2009 included $4.9 million in gains on the sale of excess exchange stock and trading rights. As a result of the merger between the CME Group, Inc. and the New York Mercantile Exchange, there was a reduction in exchange firm requirements for clearing/equity members, which resulted in excess shares of exchange stock.


Costs and expenses:
Expenses (excluding provision for bad debts and interest expense)		77,491			94,426
Provision for bad debts		111,809			900
Interest expense		1,638			55

Total costs and expenses		190,938			95,381

Segment income (loss) before minority interest and income taxes	$	(97,057	)	$	15,072

~~Costs~~Commissions and ~~expenses,~~clearing ~~excluding~~fees ~~the provision for bad debts and interest expense,~~ decreased $319.43 million, or 520.67%, from $6093.2 million in the ~~six~~ nine months ended ~~February~~May 2931, 2008, to $5673.89 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. ~~The~~This decrease inwas ~~costs~~primarily ~~and~~driven ~~expenses~~by ~~are~~the ~~primarily~~significant ~~related~~decline toin the ~~$4.1~~volume ~~million~~of ~~decrease~~exchange-traded incontracts ~~introducing brokerage commissions~~executed, ~~which~~offset ~~are~~slightly ~~variable~~by the rise per-trade in clearing ~~nature~~fee ~~and~~rates ~~impacted~~beginning byin ~~transaction~~the ~~volume~~third ~~and~~quarter ~~profitability~~of fiscal 2008. ~~Pit~~Exchange ~~brokerage~~contract ~~and~~trading ~~clearing~~volume ~~fees~~decreased 25.3 million contracts, ~~which~~or ~~are~~33.9%, ~~also~~from ~~variable~~74.6 million contracts in ~~nature~~the ~~increased~~nine $0months ended May 31, 2008, to 49.3 million, contracts ~~despite~~in ~~decreased~~the ~~exchange~~nine ~~contract~~months ~~volume~~ended May 31, ~~primarily~~2009. asThis ~~a result~~decrease ofin ~~the~~exchange-traded ~~continuation~~contracts ofwas directly impacted by the ~~rise~~macro-economic financial market conditions. These macro-economic effects began in ~~exchanges’~~our ~~clearing~~first ~~fee~~fiscal ~~rates~~quarter ~~over~~with a reduction in the ~~last~~high ~~half~~volume, oflow ~~fiscal~~margin ~~2008.~~electronic ~~Employee~~trade ~~compensation~~volume ~~and~~in ~~related~~financial ~~benefits~~futures ~~decreased~~and $1options.8 ~~million,~~In ~~primarily~~our ~~related~~second toand ~~decreased~~third ~~incentive~~fiscal ~~compensation~~quarters, aswe have seen a ~~result~~lack of ~~the~~ ~~segment’s~~active ~~operating~~participants ~~loss~~in our industry and ~~unlikelihood~~a significant decline in the trading activities of ~~reaching~~the majority ~~incentive~~of ~~award~~our ~~thresholds~~customers. ~~Offsetting~~When ~~this~~comparing ~~decrease~~the overall contract rates in ~~costs~~the ~~was~~nine amonths ~~$0.9~~ended ~~million~~May 31, ~~impairment~~2009 ofto ~~goodwill~~the ~~and~~corresponding anprior ~~increase~~year inperiod, ~~professional~~our ~~fees~~rate ofper ~~$0.7~~contract ~~million~~increased, primarily ~~incurred~~because ~~relative~~of the most significant volume reduction was towithin the ~~specific~~high-volume, ~~energy~~low-margin ~~account~~electronic ~~deficit~~trades ~~discussed~~and ~~below~~the rise in clearing fees rates beginning in the third quarter of fiscal 2008.

~~Provision~~Interest ~~for~~income ~~bad~~decreased ~~debts increased~~ $~~106~~1.79 million, inor ~~the six months ended February 28~~11.2%, ~~2009,~~from ~~primarily as a result of recording a charge of~~ $~~106~~16.39 million toin the ~~provision~~nine ~~for~~months ~~bad~~ended ~~debts related to a specific energy trading account deficit for which we served as the clearing firm. On March~~May 1231, ~~2009~~2008, ~~we transferred~~ to a$15.0 ~~third~~million ~~party~~in ~~substantially all of~~ the ~~positions~~nine ~~and~~months ~~liability~~ended ~~related~~May 31, ~~to the energy trading customer account which had experienced significant losses~~2009. ~~The~~Interest ~~transfer~~income ofdecreased ~~the~~primarily ~~positions~~as ~~eliminates all material future exposure to the account. As~~ a result of ~~the~~significantly lower ~~transfer,~~short-term weinterest ~~expect~~rates ~~the~~and ~~total~~a ~~provision~~decline ~~for~~in ~~bad~~the ~~debts~~investable ~~related~~customer tosegregated ~~this~~funds ~~specific~~over ~~energy~~the ~~account~~prior tocomparable ~~total $110~~period.7 ~~million,~~We ~~including~~typically ~~the~~are ~~recognition~~invested ofin ~~an additional $5~~U.2S ~~million~~government insecurities, ~~the~~federal ~~three~~agency ~~months ending May 31~~obligations, ~~2009. See “Liquidity~~ and ~~Capital~~money ~~Resources”~~market ~~for additional discussion~~funds.

~~Interest~~Other ~~expense~~revenue ~~increased $0.9 million~~ in the ~~six~~nine months ended ~~February~~ May 2831, 2009, ~~related~~included to$4.9 ~~the~~million ~~combination~~in ofgains on the ~~amortization~~sale of ~~debt~~excess ~~issuance~~exchange ~~costs~~stock ~~associated~~and ~~with~~trading rights. As a result of the ~~syndicated~~merger ~~margin~~between ~~and~~the ~~subordinated~~CME ~~debt~~Group, ~~facilities~~Inc. ~~entered~~and ~~into~~the ~~during~~New ~~July~~York ~~2008~~Mercantile Exchange, ~~and~~there ~~the~~was ~~increase~~a reduction in ~~outstanding~~exchange ~~subordinated~~firm ~~debt used~~requirement for ~~regulatory~~clearing/equity ~~capital~~members, aswhich ~~compared~~resulted toin ~~the~~excess ~~six~~shares ~~months~~of ~~ended~~exchange ~~February 29, 2008~~stock.

Costs and expenses, excluding the provision for bad debts and interest expense, decreased $16.9 million, or 17.9%, from $94.4 million in the nine months ended May 31, 2008, to $77.5 million in the nine months ended May 31, 2009. The decrease in costs and expenses are primarily related to the $10.0 million decrease in pit brokerage and clearing fees and $7.4 million decrease in introducing brokerage commissions, which are variable in nature and impacted by transaction volume and profitability. The decrease in pit brokerage and clearing fees was partially offset by the rise in exchanges’ clearing fee rates beginning in the third quarter of fiscal 2008. Employee compensation and related benefits decreased $2.3 million, primarily related to decreased incentive compensation as a result of the segment’s operating loss and unlikelihood of reaching incentive award thresholds. Offsetting this decrease in costs was a $0.9 million impairment of goodwill and an increase in professional fees of $1.7 million, primarily incurred relative to the specific energy account deficit discussed below.

Provision for bad debts increased $110.9 million in the nine months ended May 31, 2009, primarily as a result of recording a charge of $111.5 million to the provision for bad debts related to a specific energy trading account deficit for which we served as the clearing firm. On March 12, 2009, we transferred to a third party substantially all of the positions and liability related to the energy trading customer account which had experienced significant losses. The transfer of the positions eliminates all material future exposure to the account. The total provision for bad debts related to this specific energy account totaled $111.5 million. See “Liquidity and Capital Resources” for additional discussion.

Interest expense increased $1.5 million in the nine months ended May 31, 2009, related to the combination of the amortization of debt issuance costs associated with the syndicated margin and subordinated debt facilities entered into during July 2008, and the increase in outstanding subordinated debt used for regulatory capital, as compared to the nine months ended May 31, 2008.

Financial Services

The following table provides a summary of the financial performance of this segment.

	Six Months Ended
	Nine Months EndedMay 31,
	February 28,2009		February 29,2008
	2009		2008
	(in thousands)
Revenues:
Sales of commodities	$	12,202	$	—
Commissions and clearing fees	$	—	$	—
Cost of commodities sold		12,182		—
Gross profit on commodities sold		20		—
Commissions and clearing fees		—		—
Service, consulting and brokerage fees		—		—
Interest		1,~~715~~832		35,~~900~~469
Other		~~177~~520		12,~~566~~372
		1,892		5,466
Revenues, net of cost of commodities sold		2,372		7,841
Costs and expenses:
Expenses (excluding interest expense)		787		1,904
Expenses (excluding provision for bad debts and interest expense)		1,056		1,886
Interest expense		985		3,035
Provision for bad debts		—		614
Total costs and expenses		1,772		4,939
Interest expense		1,036		4,158
Segment income before minority interest and income taxes	$	120	$	527
Total costs and expenses (excluding cost of commodities sold)		2,092		6,658
Segment income before minority interest and income taxes	$	280	$	1,183

50Sales of commodities and cost of commodities sold were $12.2 million, respectively, in the nine months ended May 31, 2009, and were comprised of the purchase and sale of certain quantities of corn and wheat. Such sales and cost of sales arose from previous transactions related to commodity inventory repurchase financing. During February 2009, we reached an agreement with a commodity repurchase financing customer effectively canceling the customer’s repurchase right and obligation under previous commodity inventory financing agreements. As a result, we received title to the grain and liquidated the inventories in an orderly manner. Sale proceeds were used to extinguish related outstanding notes payable balances.

~~Table~~Interest ofincome ~~Contents~~decreased $3.7 million, or 67.3%, from $5.5 million in the nine months ended May 31, 2008, to $1.8 million in the nine months ended May 31, 2009. This decrease resulted from decreased activity in the commodity inventory financing program, affected by lower grain prices and the downturn in the overall credit environment. Additionally, the interest charged in the commodity inventory financing program is based on variable rates, which have decreased significantly.

~~Interest~~Other income decreased $21.29 million, ~~or 56.4%,~~ from $32.94 million in the ~~six~~nine months ended ~~February~~ May 2931, 2008, to $10.75 million in the nine ~~six~~ months ended ~~February~~May 2831, 2009. This decrease ~~resulted~~results primarily from ~~decreased~~the ~~activity~~absence inof ~~the~~profitable commodity ~~inventory~~ financing ~~program~~transactions, ~~affected~~structured byto ~~lower~~receive ~~grain~~profit-share, ~~prices~~during ~~and~~fiscal ~~the~~2009 ~~downturn~~and in the ~~overall credit~~discontinuation ~~environment.~~of ~~Additionally,~~ the ~~interest~~railcar ~~charged~~subleasing inprogram during the ~~commodity~~first ~~inventory~~quarter ~~financing~~of ~~program~~fiscal ~~is based on variable rates, which have decreased significantly~~2009.

~~Other~~Expenses, ~~income~~excluding the provision for bad debts and interest expense, decreased $10.48 million, from $1.69 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, to $01.21 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. ~~This~~The decrease is primarily due to the ~~discontinuation~~ ofdecrease ain leasing fees related to the railcar subleasing program that was discontinued during the first quarter of fiscal 2009.

~~Expenses,~~The ~~excluding~~provision ~~interest~~for ~~expense,~~bad ~~decreased $1.1~~debts ~~million,~~of ~~from~~ $10.96 million in the ~~six~~nine months ended ~~February~~May 2931, 2008, ~~to $0.8 million in the six months ended February 28, 2009. The decrease is primarily due to the decrease in leasing fees~~ was related to ~~the~~a ~~railcar~~reserve ~~subleasing~~recorded ~~program that~~against ~~was~~interest ~~discontinued~~and ~~during~~management ~~the~~fees ~~first~~due ~~quarter~~from ofGreen ~~fiscal 2009~~Diesel.

Interest expense decreased $23.02 million, or 66 76.72%, from $34.02 million in the ~~six~~ nine months ended ~~February~~May 2931, 2008, to $1.0 million in the ~~six~~nine months ended ~~February~~May 2831, 2009. The decrease in interest expense resulted from reduced borrowings related to the decreased activity in the grain inventory financing program and lower short-term interest rates.

Corporate and Other

The Corporate and Other segment ~~generated~~includes ~~$2.4~~a ~~million~~loss ~~and~~on its equity investment in FGDI of $2.73 million ~~in revenue~~ during the ~~six~~nine months ended ~~February~~May 2831, 2009 ~~and February 29~~, ~~2008,~~which completely ~~respectively.~~offset ~~Revenues for~~ the ~~six~~revenue ~~months~~generated ~~ended February 28,~~from ~~2009~~the ~~include~~sale ~~$1.6~~of ~~million~~exchange instock ~~gains~~and oninterest ~~the~~and ~~sale~~dividends of ~~excess~~$1.6 ~~exchange~~million ~~stock~~ and $0.72 million, ~~from~~respectively. ~~the~~The ~~equity~~loss ~~interest~~on inour ~~earnings~~equity ofinvestment ~~affiliates~~in ~~accounted~~FGDI ~~for~~primarily ~~using~~related ~~the~~to ~~equity~~a ~~method~~loss ofFGDI ~~accounting.~~incurred ~~Revenues~~while ~~for~~settling ~~the~~a contractual ~~six~~dispute ~~months~~through ~~ended February 29,~~litigation ~~2008~~in ~~include~~June $22009.0 ~~million~~We ~~for~~did ~~the~~not ~~equity~~have ~~interest~~any direct involvement in the ~~earnings~~disputed ofcommodity ~~affiliates~~contracts, ~~accounted~~nor ~~for~~did ~~using~~we ~~the~~have ~~equity~~any ~~method~~participation ~~of accounting and $0.7 million~~ in ~~interest~~the ~~and~~settlement ~~dividend income~~proceedings.

In47 the six months ended February 28, 2009, costs and expenses in the Corporate and Other segment totaled $10.5 million and included $2.2 million of expenses incurred related to Agora-X. In the six months ended February 29, 2008, costs and expenses in the Corporate and Other segment totaled $6.2 million and included $0.5 million of expenses incurred related to Agora-X. Excluding amounts attributable to Agora-X, the increase in costs and expenses result primarily from a $1.9 million increase in employee compensation. This increase includes share-based compensation for our chief executive officer who became retirement eligible during the six months ended February 28, 2009, prompting the acceleration of unvested stock options. Additionally, we recorded a pro-rata accrual for the executive long-term incentive plan awarded in November 2008, based on surpassing target performance thresholds in fiscal 2008. Offsetting these increases to employee compensation was a decrease in short-term incentive awards, due to the unlikelihood of reaching incentive award thresholds in the current fiscal year. Expenses attributable to Agora-X, increased $1.7 million as the entity has added personnel, incurred professional fees related to obtaining regulatory approval, and have begun to incur service and maintenance costs to the electronic communication network.

The Corporate and Other segment generated $3.2 million in revenue during the nine months ended May 31, 2008, and included $2.3 million from the equity interest in the earnings of affiliates, accounted for using the equity method of accounting, and $0.8 million in interest and dividend income.

In the nine months ended May 31, 2009, costs and expenses in the Corporate and Other segment totaled $17.5 million and included $3.6 million of expenses incurred related to Agora-X. In the nine months ended May 31, 2008, costs and expenses in the Corporate and Other segment totaled $10.1 million and included $0.9 million of expenses incurred related to Agora-X. Excluding amounts attributable to Agora-X, the increase in costs and expenses result primarily from a $2.6 million increase in employee compensation and a $1.7 million increase in legal and professional fees. The employee compensation increased $4.8 million related to the acceleration of the majority of the unvested long-term incentive plan award and remaining unvested stock options previously awarded for our chief executive officer and a former executive officer, whose employment ended during the three months ended May 31, 2009. The chief executive officer’s employment agreement includes provisions to eliminate the future service requirement upon reaching eligibility under our defined benefit pension plan, in order to receive currently unvested awards. Our chief executive officer became retirement eligible under the applicable plan during January 2009, and compensation expense has been accelerated through that date. Offsetting these increases to employee compensation was a decrease in short-term incentive awards, due to the unlikelihood of reaching incentive award thresholds in the current fiscal year. Expenses attributable to Agora-X, increased $2.7 million as the entity has incurred fixed service and maintenance costs and depreciation related to the electronic communication network, and has added employee personnel and incurred professional fees related to regulatory and other matters.

Liquidity and Capital Resources

Overview

Liquidity is of critical importance to us and imperative to maintain our operations on a daily basis. We have responsibilities to meet margin calls at all exchanges on a daily basis and intra-day basis, if necessary. Our customers are required to make any required margin deposits the next business day, and we require our largest customers to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of the net open positions of our customers and the required margin per contract. ~~During~~Subsequent ~~the~~to ~~fourth~~May 31, ~~quarter of fiscal 2008~~2009, we ~~increased~~amended our syndicated margin line credit facility to renew the line of credit availability tofor ~~fund~~funding daily and intraday margin calls at exchanges bythrough June 23, 2010. This amendment also reduced our margin line availability from $~~100~~250.0 million to $~~250~~75.0 million., ~~The~~however ~~expansion~~based ofon ~~this~~historical ~~line~~ use of ~~credit~~the ~~was~~previous infacility ~~response~~and tocurrent ~~extraordinary~~market ~~volatility~~conditions, inthis ~~the~~reduced ~~markets~~amount inis ~~which~~sufficient weto ~~operate~~cover ~~and was based on~~ the ~~largest~~anticipated ~~net~~needs ~~open position~~ of our ~~customers~~business ~~which~~going ~~we have historically carried~~forward.

We continuously monitor our liquidity position and evaluate the availability of credit and capital markets, as well as the net open positions of our customers and the required margin per contract. Subsequent to the expansion of our line of credit available for margin calls at exchanges to $250.0 million in July of 2008, the maximum amount borrowed under this facility was $171.0 million, which did not represent true margin call needs as this was as a result of an incorrect margin call by the exchanges related to the positions carried by the significant energy trading account noted in ~~footnote~~Note 2 to the consolidated financial statements, and was repaid in full the following business day. Excluding this event, the maximum amount borrowed on this facility has been $56.0 million through the period ended ~~February 28~~May 31, 2009. We anticipate our capacity requirements will remain at or below these levels as a direct result of a reduction in excess of 50% of the net open positions of our customers since the expansion of our line of credit available for margin calls in July 2008. Given current and projected levels of open positions carried by our customers as well as historical usage levels, projected operating cash flows and the balance of our available cash and temporary cash investments, we believe we will continue to support additional growth in C&RM and CES segments of our operations with a reduced commitment level on this facility.

51During the fourth quarter of fiscal 2008, we increased our subordinated debt facilities by $40.0 million to its present commitment level of $56.0 million, of which $55.0 million is under a commitment facility with a syndicate of lenders. As of May 31, 2009, $40.0 million of this available subordinated debt funding with the syndicate has been drawn and is being utilized as capital for regulatory purposes. Our ability to draw on this subordinated debt facility currently expires on July 22, 2009, however funds drawn on the facility prior to July 22, 2009 will mature on July 22, 2010 while in compliance with all financial covenants. Management is currently in discussions with our current and potential lenders to replace the subordinated debt facility and is pursuing alternative sources of financing. Given the current turmoil in the credit markets there is no guarantee that we will be able to replace this committed subordinated agreement. We do not anticipate that the expiration of the subordinated debt line on July 22, 2009 will have a material impact on our regulatory capital, as the funds borrowed do not mature until July 22, 2010. We expect to collect income taxes receivable in amounts which exceed the amount of the subordinated debt outstanding prior to the end of February 2010, which would enable us to repay the subordinated debt in full at that time with no reduction in regulatory capital. Additionally, we believe replacement of the subordinated debt facility at a reduced level would have no material impact on our regulatory capital.

This $250.0 million margin line of credit expires on July 22, 2009 and management is currently in discussions with our current and other potential lenders to renew or replace the margin call credit facility and is pursuing alternative sources of financing but at a reduced commitment level given the current and projected levels of open positions carried by our customers as well as historical usage levels. CoBank, ACB, which had a $25.0 million commitment level in this facility, has indicated they will not renew their commitment level as our new ownership structure subsequent to our initial public offering no longer meets eligibility requirements for borrowing directly from them. We are unable to determine at this time the amount of committed credit, if any, that will be available to us, the applicable interest rates and other costs associated with borrowings, and the extent of financial and non-financial covenants applicable to us and our operations. However, based on our liquidity position and capital structure, we believe we will be able to renew or replace the margin line, but likely at a reduced commitment level and increased associated costs.

Given current and projected levels of open positions carried by our customers as well as historical usage levels, projected operating cash flows and the balance of our available cash and temporary cash investments, we believe we will continue to support additional growth in C&RM and CES segments of our operations with a reduced commitment level on this facility. In the event that we cannot negotiate a new margin call credit facility or obtain alternative financing, we may have to secure alternative clearing arrangements for all, or a portion of, our customer’s positions or limit the amount of customer positions we clear, resulting in a material adverse effect on our business, results of operations and financial condition.

During the fourth quarter of fiscal 2008, we increased our subordinated debt facilities by $40.0 million to its present commitment level of $56.0 million, of which $55.0 million is under a commitment facility with a syndicate of lenders. As of February 28, 2009, $40.0 million of this available subordinated debt funding with the syndicate has been drawn and is being utilized as capital for regulatory purposes. Our ability to draw on this subordinated debt facility currently expires on July 22, 2009, however funds drawn on the facility prior to July 22, 2009 will mature at the earlier of one year from the drawn date or July 22, 2010. Management is currently in discussions with our current and potential lenders to replace the subordinated debt facility and is pursuing alternative sources of financing. Given the current turmoil in the credit markets there is no guarantee that we will be able to replace this committed subordinated agreement. We do not anticipate that the expiration of the subordinated debt line on July 22, 2009 will have a material impact on our regulatory capital, as the funds borrowed do not mature until July 22, 2010. We expect to collect income taxes receivable in amounts which exceed the amount of the subordinated debt outstanding prior to the end of February 2010, which would enable us to repay the subordinated debt in full at that time with no reduction in regulatory capital. Additionally, we believe replacement of the subordinated debt facility at a reduced level would have no material impact on our regulatory capital.

Customer and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our customers and counterparties. The risk includes liquidity risk to the extent our customers or counterparties are unable to make timely payment of margin or other credit support. These risks expose us indirectly to the financing and liquidity risks of our customers and counterparties, including the risks that our customers and counterparties may not be able to finance their operations. Throughout the agriculture and energy industries, continued volatility in commodity prices has required increased lines of credit, and placed a strain on working capital debt facilities, leveraging our customers to unprecedented levels in order for them to continue to carry inventory and properly execute hedging strategies. Recent volatility in the financial markets has tightened credit further.

As a clearing broker, we act on behalf of our customers for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges before we receive the required payments from our customers. Accordingly, we are responsible for our customers’ obligations with respect to these transactions, which exposes us to significant credit risk. Our customers are required to make any required margin deposits the next business day, and we require our largest customers to make intra-day margin payments during periods of significant price movement. Our clients are required to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase the margin requirements for customers based on their open positions, trading activity, or market conditions.

With over-the-counter derivative transactions, we act as a principal, which exposes us to the credit risk of both our customers and the counterparties with which we offset our customer positions. As with exchange-traded transactions, our over-the-counter transactions require that we meet initial and variation margin payments on behalf of our customers before we receive the required payment from our customers. Over-the-counter customers are required to post sufficient collateral to meet margin requirements based on Value at Risk models as well as variation margin requirement based on the price movement of the commodity in which they transact. Our customers are required to make any required margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. We have the ability to increase the margin requirements for customers based on their open positions, trading activity, or market conditions.

52In addition, with over-the-counter transactions, we are at the risk that a counterparty will fail to meet its obligations when due. We would then be exposed to the risk that the settlement of a transaction which is due a customer will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis. We primarily carry trade credit insurance in amounts in excess of the exposure to each counterparty and will adjust levels of insurance or positions with a given counterparty based on the exposure to that counterparty.

During the three and nine months ended May 31, 2009, we recorded a pre-tax bad debt provision of $5.2 million and $111.5 million, respectively, in connection with losses by a significant energy trading customer account for which we served as the clearing firm. As part of our business, we clear transactions for third parties in the exchange-traded and OTC markets. We are responsible for ensuring performance by the third party, which exposes us to the risk of default by such third party. As a clearing member, we must settle at the clearinghouse any shortfall resulting from these transactions. On March 12, 2009, we transferred substantially all of the positions and liability related to this account to a third party, including a cost of sale premium of $31 million, which increased the account deficit. The cost of sale premium was funded through our excess capital. After the transfer, the owner of the account retained certain contracts that expired shortly after the transfer. As a result of the change in the account deficit between February 28, 2009 and the transfer date, we recorded an additional pre-tax bad debt provision of $5.2 million in the three months ended May 31, 2009. We believe that the total of the provisions made provides a reasonable estimate of the unrecoverable costs incurred related to this account deficit.

The recorded bad debt provision is net of the anticipated recovery of a portion of the losses on the energy account from the owners of the account and the introducing broker of that account, under agreements reached with each of the parties. In connection with the transfer, we received signed promissory notes from each of the owners of the account for the amount of the account deficit. In addition, the energy trading account was managed under a profit sharing arrangement with the account’s introducing broker. Under our agreement for this account, the introducing broker is responsible for 50% of any losses, including losses resulting from a debit balance in a customer account. We have received a promissory note in the amount of $63.5 million signed by the introducing broker. Pursuant to this note, we will receive the earnings of the introducing broker under our 50% profit sharing arrangement involving the introducing broker’s accounts. No assurances can be given as to the amount and timing of recovery that may be obtained under the promissory notes and profit sharing arrangement. Our provision for bad debts includes expected recoveries of $16.0 million on these promissory notes.

In addition, with over-the-counter transactions, we are at the risk that a counterparty will fail to meet its obligations when due. We would then be exposed to the risk that the settlement of a transaction which is due a customer will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis. We carry trade credit insurance in amount in excess of the exposure to each counterparty and will adjust levels of insurance or positions with a given counterparty based on the exposure to that counterparty.

During the three and six months ended February 28, 2009, we recorded a pre-tax bad debt provision of $86.3 million and $106.3 million, respectively, in connection with losses by a significant energy trading account for which we served as the clearing firm. As part of our business, we clear transactions for third parties in the exchange-traded and OTC markets. We are responsible for ensuring performance by the third party, which exposes us to the risk of default by such third party. As a clearing member, we must settle at the clearinghouse any shortfall resulting from these transactions. Since our previous Form 10-Q filing, the extraordinary global economic turmoil has continued, with credit markets in gridlock, interest rates falling, a significant collapse and de-leveraging of the commodity markets and a wide range of settlement valuations in the commodities markets. Significantly impacted by these factors, the energy trading account experienced additional losses and increased volatility. On March 12, 2009, we transferred substantially all of the positions and liability related to this account to a third party, including a cost of sale premium of $31 million, which increased the account deficit. The cost of sale premium was funded through our excess capital. After the transfer, the owner of the account retained certain contracts that expired shortly after the transfer. As a result in the change in the account deficit between the transfer date and February 28, 2009, we expect to record an additional pre-tax bad debt provision of $5.2 million in the three months ended May 31, 2009. We believe that the total of the provisions made and expected to be made provides a reasonable estimate of the unrecoverable costs to eliminate the exposure.

The recorded bad debt provision is net of the anticipated recovery of a portion of the losses on the energy account from the owners of the account and the introducing broker of that account, under agreements reached with each of the parties. In connection with the transfer, we received signed promissory notes from each of the owners of the account for the amount of the account deficit. In addition, the energy trading account was managed under a profit sharing arrangement with the account’s introducing broker. Under our agreement with the introducing broker for this account, the introducing broker is responsible for 50% of any losses, including losses resulting from a debit balance in a customer account. We have received a promissory note in the amount of $63.5 million signed by the introducing broker. Pursuant to this note, we will receive the earnings of the introducing broker under our 50% profit sharing arrangement involving the introducing broker’s accounts. No assurances can be given as to the amount and timing of recovery that may be obtained under the promissory notes and profit sharing arrangement. Our provision for bad debts includes expected recoveries of $16.0 million on these promissory notes.

Primary Sources and Uses of Cash

Operating cash flow provides the primary source of funds to finance operating needs, capital expenditures and equity investments. We have utilized our credit facilities to fund our financing operations in the Financial Services segment. FCStone, LLC, our Futures Commission Merchant, or FCM, occasionally uses its margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from our customers. FCStone, LLC utilizes subordinated debt to increase its excess regulatory capital.

We have liquidity and funding policies and processes in place that are intended to maintain significant flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds are held with high quality institutions, under highly-liquid reverse repurchase agreements, with a maturity of typically three days or less, and AA-rated money market investments.

Cash Flows

Unrestricted cash and cash equivalents consist of unrestricted cash and highly liquid investments with original maturities of three months or less at the date of purchase. Changes to our unrestricted cash and cash equivalents balances are due to our operating, investing and financing activities discussed below.

The following table presents a summary of unrestricted cash flows for the ~~six~~nine months ended ~~February~~May 2831, 2009, compared to the ~~six~~nine months ended ~~February~~ May 2931, 2008.


	Nine Months Ended May 31,
	2009			2008
	*(dollars in thousands)*
Cash flows (used in) provided by:
Operating activities	$	(86,868	)	$	(62,677	)
Investing activities		68,957			(25,857	)
Financing activities		(37,969	)		53,424
Discontinued operations		(1,907	)		1,374

Net decrease in cash and cash equivalents – unrestricted	$	(57,787	)	$	(33,736	)

	Six months ended
	February 28,2009			February 29,2008
	(dollars in thousands)
Cash flows (used in) provided by:
Operating activities	$	(92,402	)	$	(23,095	)
Investing activities		60,089			(99,104	)
Financing activities		(28,941	)		93,453
Discontinued operations		(1,907	)		(533	)
Net decrease in cash and cash equivalents—unrestricted	$	(63,161	)	$	(29,279	)

Cash Flows from Operations

In the commodities industry, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, fluctuations in the balances of customer segregated assets, deposits held at various exchanges, marketable securities and customer commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred to segregated assets and pledged to the exchanges or guarantee funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and Forex operations, cash deposits received from customers are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Cash used in operations was $9286.49 million for the ~~six~~nine months ended ~~February~~May 2831, 2009, which consisted of net loss from continuing operations of $5361.1 million increased by $~~105~~113.82 million of non-cash items, and decreased by $~~145~~139.10 million of cash utilized for working capital. This use of cash includes unrestricted cash transferred to segregated assets and pledged to the exchanges or guarantee funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. The use for working capital was primarily driven by the ~~increase~~loss ~~in the~~incurred ~~customer deficit~~ related to the specific energy trading customer account. As a result of the account deficit ~~increase~~and its subsequent transfer to a third-party, we ~~have~~ provided funding to the exchanges and seek collection from the customer. Additionally, the use for working capital included ana ~~increase~~decrease in net commodity accounts receivable/payable, marketable securities, customer segregated assets of $~~14.7 million. The use of cash offsetting this increase is a decrease in open contracts receivable/payable of $~~5.49 million. Additionally, the uses for working capital included an increase in income tax receivable of $4446.85 million, a $22.9 million decrease in counterparty deposits and trade accounts receivable, a $2311.20 million increase in trade payables and advances and a $1719.96 million decrease in accrued expenses.

Cash used in operations was $2362.17 million for the ~~six~~nine months ended ~~February~~May 2931, 2008, which consisted of net income from continuing operations of $3039.9 3 million decreased by $810.69 million of non-cash items, and decreased by $4591.41 million of cash utilized for working capital. The uses for working capital was primarily a result of an increase in net commodity accounts receivable/payable, ~~marketable~~ marketable securities, customer segregated assets, ~~of $126.1 million and an increase in~~ counterparty deposits and ~~accounts~~customer ~~receivable~~advances of $6398.70 million~~, offset by a $141~~.2 ~~million increase in trade payables and advances.~~

~~Cash~~50 ~~Flows from Investing Activities~~

Cash provided by investing activities was $60.1 million for the six months ended February 28, 2009, primarily consisting of net collections on notes receivable associated with the commodity inventory financing programs. Activity in the commodity inventory financing programs during the six months ended February 28, 2009 has decreased significantly, resulting in customers repurchasing grain receipts but not financing additional receipts. Funds received from customers repurchasing grain receipts are in-turn used to pay down outstanding notes payable balances on our related credit facilities. Additionally, we collected proceeds of $9.7 million from the sale of excess exchange stock and trading rights.

Cash used in investing activities was $99.1 million for the six months ended February 29, 2008, primarily consisting of $93.4 million of issued notes receivable associated with the grain inventory financing programs within the Financial Services segment. Additionally, we used cash of $6.7 million to acquire three businesses and $2.8 for capital expenditures. The capital expenditures relate primarily to technology development, computer software and hardware and office furniture and equipment. These uses of cash were offset by proceeds of $3.5 million from the sale of excess exchange membership stock and trading rights

Cash Flows from Investing Activities

Cash provided by investing activities was $69.0 million for the nine months ended May 31, 2009, primarily consisting of net collections on notes receivable associated with the commodity inventory financing programs. Activity in the commodity inventory financing programs during the nine months ended May 31, 2009 has decreased significantly, resulting in customers repurchasing grain receipts but not financing additional receipts. At May 31, 2009, we had no outstanding notes receivable associated with our commodity inventory financing programs. Funds received from customers repurchasing grain receipts are in-turn used to pay down outstanding notes payable balances on our related credit facilities. Additionally, we collected proceeds of $10.0 million from the sale of excess exchange stock and trading rights.

Cash used in investing activities was $25.9 million for the nine months ended May 31, 2008, primarily consisting of $20.7 million of net cash issued on notes receivable associated with the grain inventory financing programs within the Financial Services segment. Additionally, we used cash of $6.7 million for strategic acquisitions and $3.5 million for capital expenditures. The capital expenditures relate primarily to technology development, computer software and hardware and office furniture and equipment. These uses of cash were offset by proceeds of $4.2 million from the sale of excess exchange membership stock and trading rights.

Cash Flows from Financing Activities

Cash used in financing activities was $2838.90 million for the ~~six~~nine months ended ~~February~~May 2831, 2009, primarily consisting of repayments of outstanding notes payable related to our commodity financing programs as discussed above, offset by proceeds of $25.05 million drawn on our syndicated subordinated debt facility. At May 31, 2009, we had no outstanding notes payable associated with our commodity inventory financing programs.

Cash provided by financing activities was $9353.54 million for the ~~six~~nine months ended ~~February~~May 2931, 2008, primarily consisting of $8624.06 million of net proceeds drawn on our credit facilities used to support the grain inventory financing programs and $13.0 million of net proceeds drawn on our margin line, as a short-term loan. Also, our subsidiary, Agora-X, issued preferred units and 13.3 percent ownership interest in the subsidiary to a third party in exchange for cash contribution of $5.0 million. Additionally, we received proceeds from the issuance of stock related to option exercises of $23.17 million, asand ~~well~~recognize as $57.46 million of excess tax benefits from employee stock option exercises.

Short-and Long-Term Debt

Credit Facilities. We maintain a number of lines of credit to support operations. A summary of such lines is noted in the following table:

Creditor	Renewal/Expiration Date	Use	TotalCommitmentAmount ~~atFebruary~~atMay 2831,2009			~~AmountOutstanding atFebruary 28,2009~~	AmountOutstanding atMay 31,2009
			(in millions)
Syndicate of lenders (1)	~~July~~June 2223, ~~2009~~2010	Margin Calls	$	250.0	(1)	$	—$	—
Syndicate of lenders( 1)	July 22, 2010	Subordinated Debt for Regulatory Capital		55.0			40.0
Syndicate of lenders (2)	July 22, 2010	Subordinated Debt for Regulatory Capital		55.0				40.0
Total Syndicate of lenders				305.0			~~40.0~~	40.0
CoBank, ACB (2)	April 1, 2009	OTC Margin		10.0			—
Fortis Capital Corp.	Demand	Financial Services operations		20.0				—
CoBank, ACB(2)	April 1, 2009	OTC Margin		10.0			—
Other Subordinated Debt	January 31, 2010 andJune 30, 2010	Regulatory Capital		1.0				1.0
CoBank, ACB (3)	May 1, 2009	Repurchase Agreements		4.1			4.1
		Total	$	326.0			$	41.0
Total CoBank, ACB				24.1			4.1
Deere Credit, Inc. (4)	June 1, 2009	Repurchase Agreements		2.4			2.4
Fortis Capital Corp.	Demand	Financial Services operations		20.0			2.3
Other Subordinated Debt	January 31, 2009 andJune 30, 2009	Regulatory Capital		1.0			1.0
		Total	$	352.5		$	49.8

(1) This represents a syndicated credit ~~facilities~~facility with a lending syndicate consisting of BMO Capital Markets, and Bank of America, N.A., ~~Deere~~On ~~Credit,~~June ~~Inc.~~24, ~~and CoBank~~2009, ~~ACB, on~~ the syndicated margin line, ~~and~~credit ~~BMO~~facility ~~Capital~~was ~~Markets,~~amended ~~Bank~~to ofreduce ~~America,~~the ~~N.A.~~commitment ~~and~~amount ~~Deere~~to ~~Credit, Inc~~$75.0 onmillion and renew the ~~subordinated~~term ~~debt~~through ~~line~~June 23, 2010.

(2) ~~The~~This ~~OTC~~represents ~~margin~~syndicated ~~lines~~credit facilities with ~~CoBank~~a ~~expired~~lending onsyndicate ~~April~~consisting 1of BMO Capital Markets, ~~2009~~Bank of America, N.A. and ~~were~~Deere ~~not~~Credit, ~~renewed~~Inc. on a subordinated debt line.

~~(3)~~51 On March 26, 2009, our agreement with CoBank related to the commodity financing loan facility was amended decreasing the total commitment amount to the total amount outstanding as of the amendment date, of $3.0 million, and extending the final due date to May 1, 2009. No additional advances will be permitted and all amounts outstanding will become due and payable upon expiration (see note 20). As of April 8, 2009, the amount outstanding is $2.2 million, which will be repaid from cash proceeds we receive from the sale of grain inventory (see note 5 to the consolidated financial statements).

(4) On April 1, 2009, our agreement with Deere Credit related to the commodity financing loan facility was amended decreasing the total commitment amount to the total amount outstanding as of the amendment date, of $1.1 million, and extending the final due date to June 1, 2009. No additional advances will be permitted and all amounts outstanding will become due and payable upon expiration (see note 20). As of April 8, 2009, the amount outstanding is $0.7 million, which will be repaid from cash proceeds we receive from the sale of grain inventory (see note 5).

~~The~~Subsequent ~~syndicated~~to ~~margin line of credit expires on July 22~~May 31, 2009, ~~and~~we ~~management~~amended ~~is currently in discussions with~~ our ~~current~~syndicated ~~and~~margin ~~other~~line ~~potential~~credit ~~lenders~~facility to ~~replace~~renew the ~~margin~~line of ~~call~~ credit ~~facility~~availability ~~and~~for isfunding ~~pursuing~~daily ~~alternative~~and ~~sources~~intraday ofmargin ~~financing~~calls ~~but~~ at aexchanges ~~reduced~~through ~~commitment~~June 23, ~~level~~2010. ~~given~~This ~~the~~amendment ~~current~~also ~~and~~reduced ~~projected levels of open positions carried by~~ our ~~customers~~ asmargin ~~well~~line asavailability ~~historical~~from ~~usage levels~~$250.0 ~~CoBank,~~million ~~ACB,~~to ~~which had a~~ $2575.0 million ~~commitment level in this facility~~, ~~has~~however ~~indicated~~based ~~they~~on ~~will~~historical ~~not~~use ~~renew~~of ~~their commitment level as our new ownership structure subsequent to our initial public offering~~the noprevious ~~longer~~facility ~~meets~~and ~~eligibility~~current ~~requirements~~market ~~for~~conditions, ~~borrowing directly from them. We are unable to determine at~~ this ~~time~~reduced ~~the~~ amount ofis ~~committed~~sufficient ~~credit, if any, that will be available~~ to ~~us,~~cover the ~~applicable~~anticipated ~~interest~~needs ~~rates and other costs associated with borrowings, and the extent~~ of ~~financial and non-financial covenants applicable to us and~~ our ~~operations.~~business ~~However,~~going ~~based on our liquidity position and capital structure, we believe we will be able to renew or replace the margin line, but likely at a reduced commitment level and increased associated costs~~forward.

~~Given~~During ~~current~~the ~~and~~three ~~projected~~months ~~levels~~ended May 31, 2009, our $20.0 million line of ~~open~~credit ~~positions~~used ~~carried~~for byOTC ~~our~~margin ~~customers~~expired ~~as well~~and aswas ~~historical~~not ~~usage~~renewed ~~levels~~with CoBank, ~~projected~~as ~~operating~~our ~~cash~~new ~~flows~~ownership ~~and~~structure subsequent to our ~~remaining~~initial ~~balance~~public ofoffering ~~available~~no ~~cash~~longer ~~and~~meets eligibility ~~temporary~~requirements ~~cash~~for ~~investments~~borrowing directly from them. Historically, we ~~believe~~have weseldom ~~can~~drawn ~~continue~~on the previous line in the last four years, to ~~support~~cover ~~additional~~intra-day ~~growth~~margin calls in ~~our~~highly ~~C&RM~~volatile ~~and~~markets ~~CES~~during ~~segments~~a period of ~~our~~heavy ~~operations~~customer trade volume. The ~~with~~last adraw ~~reduced~~occurred ~~commitment~~in ~~level~~August on2008 ~~this~~and ~~facility.~~remained Inoutstanding ~~the~~for ~~event~~a ~~that~~period weof ~~cannot~~three ~~negotiate~~days. We are actively seeking a ~~new~~replacement ~~margin~~for ~~call~~this line of credit; ~~facility~~however orthere ~~obtain~~is ~~alternative~~no ~~financing,~~guarantee that we ~~could~~will ~~seek~~be ~~for~~able ~~alternative~~to ~~clearing~~do ~~arrangements~~so. ~~for~~However, abased ~~portion~~on ofcurrent and expected market conditions, orand ~~all~~given the current and projected levels of ~~our customer’s~~open positions orcarried ~~limit~~by our customers, as well, historical usage levels, management does not believe the ~~amount~~expiration of ~~customer~~this ~~positions~~line wewill ~~clear~~significantly impact our OTC business operations. Additionally, ~~resulting~~we inhave the ability to move a ~~material~~substantial ~~adverse~~amount ~~effect~~of onopen ~~our~~positions ~~business~~to the exchanges, ~~results~~having the effect of ~~operations~~transitioning ~~and~~those ~~financial~~positions ~~condition~~to our FCM.

During the ~~fourth~~three ~~quarter~~months ofended ~~fiscal~~May 31, ~~2008~~2009, ~~we increased~~ our ~~subordinated~~line ~~debt~~of credit facilities towith ~~its~~CoBank ~~present~~and ~~commitment~~Deere ~~level of $56.0 million~~Credit, ~~of which $55~~Inc.~~0 million~~ isrelated ~~under~~to aour ~~commitment~~commodity ~~facility~~financing programs ~~with~~expired aand ~~syndicate~~were ofnot ~~lenders~~renewed. AsThe ofFinancial ~~February~~Services ~~28,~~segment ~~2009,~~is ~~$40.0~~not ~~million~~a ofprimary ~~this~~source ~~subordinated~~of ~~debt~~revenue ~~funding~~or ~~with~~profit, ~~the~~and ~~syndicate~~ has ~~been~~historically ~~drawn~~served ~~and is being utilized~~ as ~~capital~~a ~~for~~complement ~~regulatory purposes. Our ability~~ to ~~draw~~ onour ~~this~~C&RM ~~subordinated~~segment. ~~debt~~The ~~facility~~Financial ~~currently~~Services ~~expires~~segment oncontinues ~~July~~to ~~22,~~maintain ~~2009,~~a ~~however funds drawn on the~~ credit facility ~~prior~~with toFortis ~~July~~Capital ~~22,~~Corp. ~~2009 will mature at the earlier~~ of ~~one~~$20.0 ~~year from the drawn date or July 22~~million, ~~2010.~~however ~~Management~~based ison ~~currently in discussions with~~ our ~~current~~reduced ~~and~~capacity ~~other potential lenders~~ to ~~replace~~borrow ~~the subordinated debt facility~~ and isunknown ~~pursuing~~ability ~~alternative~~to ~~sources~~secure ofadditional financing. ~~Given~~for ~~the~~this ~~current~~segment, ~~turmoil~~our participation in ~~the~~these ~~credit~~arrangements ~~markets~~could ~~there is no guarantee that we will~~ be ~~able~~significantly toreduced ~~replace~~throughout ~~this committed subordinated agreement. We do not anticipate that~~ the ~~expiration~~remainder of ~~the~~fiscal ~~line~~2009. ~~on July 22~~However, ~~2009~~based ~~will have a material impact~~ on ~~our~~historical ~~regulatory capital~~impact, asmanagement ~~the~~does ~~funds borrowed do~~ not ~~mature~~believe ~~until July 22, 2010. We expect to collect income taxes receivable which exceed~~ the ~~amount~~expiration of the ~~subordinated~~CoBank ~~debt~~and ~~outstanding~~Deere ~~prior~~Credit ~~to the end of February 2010~~lines, ~~which~~or ~~would~~a ~~enable us to repay the subordinated debt in full at that time with no~~ reduction in ~~regulatory~~the ~~capital.~~financing ~~Additionally~~programs, we ~~believe~~will ~~replacement~~significantly ~~of the subordinated debt at a reduced level would have no material~~ impact on our ~~regulatory~~overall ~~capital~~business operations.

~~Subsequent~~All ~~to February~~of ~~28, 2009,~~ our ~~$20 million line of~~ credit ~~used~~facilities ~~for~~include ~~OTC~~financial ~~margin~~covenants ~~expired~~ and ~~was~~the ~~not~~failure ~~renewed with CoBank, as our new ownership structure subsequent~~ to ~~our~~comply ~~initial~~with ~~public~~any ~~offering~~such nocovenants, ~~longer~~with ~~meets~~the ~~eligibility requirements for borrowing directly~~exception ~~from~~of ~~them.~~our Wesubordinated ~~currently have no amount outstanding on this line of credit~~debt, ~~and~~could ~~historically~~result ~~have only drawn on the line a few times~~ in the ~~last~~debt ~~four~~becoming ~~years,~~payable toon ~~cover intra-day margin calls in highly volatile markets during a period of heavy customer trade volume~~demand. The ~~last~~failure ~~draw~~to ~~occurred~~comply inwith ~~August~~the ~~2008~~financial ~~and~~covenants ~~remained outstanding for a period~~ of ~~three~~our ~~days.~~subordinated Wedebt ~~are~~could ~~actively~~result ~~seeking~~in athe ~~replacement~~lenders ~~for~~exercising ~~this~~their ~~line~~rights ~~of credit; however there is no guarantee that we will be able~~ to doaccelerate ~~so.~~the ~~However,~~scheduled ~~based~~maturity ondates ~~current~~to ~~and~~a ~~expected~~date ~~market conditions, and given the current and projected levels of open positions carried by our customers, as well, historical usage levels, management does~~ not ~~believe~~earlier ~~the~~than ~~expiration~~six ofmonths ~~this~~after ~~line~~giving ~~will~~such ~~significantly impact our OTC business operations~~notice. ~~Additionally,~~We wewere ~~have~~in ~~the~~compliance ~~ability~~with toall ~~move~~debt acovenants ~~substantial~~as ~~amount~~ of ~~open positions to the exchanges~~May 31, ~~having the effect of transitioning those positions to our FCM~~2009.

All of our credit facilities include financial covenants and the failure to comply with any such covenants, with the exception of our subordinated debt, could result in the debt becoming payable on demand. The failure to comply with the financial covenants of our subordinated debt could result in the lenders exercising their rights to accelerate the scheduled maturity dates to a date not earlier than six months after giving such notice. We were in compliance with all debt covenants as of February 28, 2009.

Other Capital Considerations

Our wholly-owned subsidiary, FCStone LLC is subject to various regulations and capital adequacy requirements. Pursuant to the rules, regulations, and requirements of the CFTC and other self-regulatory organizations, FCStone LLC is required to maintain certain minimum net capital as defined in such rules, regulations, and requirements. Net capital will fluctuate on a daily basis. FCStone LLC’s adjusted net capital and minimum net capital requirements at ~~February~~May 2831, 2009 were $6659.75 million and $3741.1 million, respectively.

56We incurred a loss realized through our equity investment in FGDI of $2.8 million relating to the settlement by FGDI of a contractual dispute through litigation in June 2009. As a minority investor, we did not have operational control of FGDI and did not have any direct involvement in the disputed commodity contracts, or the settlement proceedings. We are currently exploring a possible sale of our remaining 25% interest in FGDI and have signed a non-binding letter of intent with the majority owner.

During the nine months ended May 31, 2009, the Company contributed $2.4 million to its defined benefit pension plan. Due to the significant disruptions in the financial markets subsequent to August 31, 2008, the value of the plan’s net assets have been negatively impacted. As a result, actual plan asset returns were lower than expected returns, which may result in additional plan contributions to meet minimum funding requirements under U.S laws and regulations. The Company expects to contribute $0.6 million to the plan prior to July 15, 2009.

Agora-X is a development stage entity, formed to create an electronic communications network to help institutional participants achieve strategic advantage in the rapidly growing OTC commodities market. Agora-X launched the first stage of its ECN into production on December 12, 2008. Agora-X has no operating history and has generated a net operating loss since inception. Agora-X is seeking additional third-party equity financing to fund future operation and to provide working capital, however there are no assurances that such additional financing will be consummated or obtained in sufficient amounts.

During the three months ended February 28, 2009, the Company acquired Elders Risk Management Pty Ltd, an Australian-based company for cash of $0.3 million. Elders Risk Management Pty Ltd specializes in risk management services in risk management for the producers and users of agricultural commodities. Purchase costs have been allocated to identifiable intangible assets with finite lives, and will be amortized over the remaining useful lives of the assets.

During the three months ended February 28, 2009, NASDAQ completed its initial $7.5 million equity investment in Agora-X, contributing an additional $2.5 million of cash consideration for a total ownership interest of 20%. In connection with the completion of its initial investment, Agora-X issued NASDAQ a warrant, exercisable on or before May 1, 2009, to acquire up to an additional 20 percent interest in Agora-X represented by preferred membership units in exchange for additional consideration of $7.5 million.

During the three months ended February 28, 2009, the Company contributed $2.4 million to its defined benefit pension plan. Due to the significant disruptions in the financial markets subsequent to August 31, 2008, the value of the plan’s net assets have been negatively impacted. As a result, actual plan asset returns will likely be lower than our expected returns, which could result in additional plan contributions. The Company expects to contribute quarterly contributions of $0.6 million for the plan year ending March 31, 2010, with the first payment prior to July 15, 2009.

Seasonality and Fluctuations in Operating Results

None

Other Matters

Critical Accounting Policies and Estimates. In preparing its most recent annual report on Form 10-K as amended, the Company disclosed information about critical accounting policies and estimates the Company makes in applying its accounting policies. We have made no changes to the methods of application or the assumptions used in applying these policies from those as disclosed in the most recent annual report on Form 10-K as amended.

Derivative Instruments and Hedging Activities

The Company, through FCStone, LLC (“FCStone”), provides clearing and execution of exchange-traded futures and options for middle-market intermediaries, end-users, producers of commodities and the institutional and professional trader market segments. FCStone is a registered Futures Commission Merchant, clearing on various exchanges. FCStone’s primary source of revenue is commissions derived from executing and clearing orders for commodity futures contracts and options on behalf of its customers. Due to the nature of commodity futures contracts and options, transactions in these financial instruments are performed on a margin basis. In order to manage the risk on these margin transactions, FCStone requires its customers to collateralize their positions by cash and securities, subject to various regulatory and internal margin requirements. Management has considered guidance in FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125 (“SFAS 140”) as it relates to assets pledged by customers to margin their accounts. Based on a review of the agreements with the customer, management believes a legal basis exists to support that the transferor surrenders control over those assets if all of the following three conditions are met: (a) the transferred assets have been isolated from the transferor—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (b) each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or holder) from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor and (c) the transferor does not maintain effective control over the transferred assets through either (1) an agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity or (2) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call. Under this guidance, the Company reflects the customer collateral assets and corresponding liabilities in the Company’s consolidated statement of financial condition.

57The Company, through FCStone Trading, LLC, brokers OTC option and commodity swap contracts between customers and external counterparties. The contracts are generally arranged on an offsetting basis, limiting our risk to performance of the two offsetting parties. The contracts are recorded at fair value, with the changes recorded in earnings, however, the offsetting nature of the contracts essentially eliminates the effects of market fluctuations on the Company’s operating results. Due to our role as a principal participating in both sides of these contracts, the amounts are presented gross on the consolidated statements of financial condition at their respective fair values, net of offsetting assets and liabilities.

~~from~~derivatives ~~taking~~and ~~advantage~~reported ofin ~~its~~the ~~right~~consolidated tostatements ~~pledge~~of orfinancial ~~exchange~~condition ~~and~~at ~~provides~~their ~~more~~fair ~~than~~values. ~~a trivial benefit to the transferor and (c)~~ The ~~transferor~~changes ~~does~~in ~~not maintain~~fair ~~effective~~value ~~control~~during ~~over~~ the ~~transferred~~period ~~assets~~are ~~through~~recorded in ~~either~~earnings ~~(1) an~~as ~~agreement~~a ~~that~~component ~~both~~of ~~entitles~~service, consulting and ~~obligates~~brokerage ~~the~~fees. ~~transferor~~Fair tovalues ~~repurchase~~are orbased ~~redeem~~on ~~them~~pricing ~~before~~models ~~their~~intended ~~maturity~~to orapproximate ~~(2)~~ the ~~ability~~amounts tothat ~~unilaterally~~would ~~cause~~be ~~the~~received ~~holder to~~from ~~return~~or ~~specific~~paid ~~assets,~~to ~~other than through~~ a ~~cleanup~~third ~~call.~~party ~~Under this guidance, the Company reflects the customer collateral assets and corresponding liabilities~~ in ~~the~~settlement ~~Company’s consolidated statement~~ of ~~financial~~the ~~condition~~contracts.

~~The~~In ~~Company~~addition, ~~through~~with ~~FCStone~~OTC ~~Trading~~transactions, ~~LLC,~~we ~~brokers OTC option and commodity swap contracts between customers and external counterparties. The contracts~~ are ~~generally~~at ~~arranged~~the onrisk anthat ~~offsetting~~a ~~basis,~~counterparty ~~limiting~~will ~~our~~fail ~~risk~~ to ~~performance~~meet ofits ~~the~~obligations ~~two~~when ~~offsetting parties~~due. ~~The~~We ~~contracts~~would ~~are~~then ~~recorded~~be atexposed ~~fair~~to ~~value, with~~ the ~~changes recorded in earnings, however, the offsetting nature of the contracts~~ ~~essentially~~risk ~~eliminates~~that ~~the~~a ~~effects~~settlement of ~~market~~a ~~fluctuations~~transaction onwhich ~~the~~is ~~Company’s~~due ~~operating results. Due~~ to ~~our role as~~ a ~~principal~~customer ~~participating~~will innot ~~both~~be ~~sides~~collected offrom ~~these contracts,~~ the ~~amounts~~respective ~~are~~counterparty ~~presented~~with ~~gross~~which on the ~~consolidated~~transaction ~~statements~~was ~~of financial condition at their respective fair values, net of offsetting assets and liabilities~~offset. InWe ~~applying~~continuously ~~FASB~~monitor ~~Interpretation~~the ~~No. 39,~~credit ~~“Offsetting~~quality of ~~Amounts~~our ~~Related~~respective tocounterparties ~~Certain~~and ~~Contracts”~~mark ~~(“FIN No. 39”)FIN~~to ~~No. 39,~~market ~~the~~our ~~Company’s~~positions ~~accounting~~held ~~policy is such that open contracts~~ with ~~the~~each ~~same~~counterparty ~~customer~~on ora ~~counterparty~~daily ~~are~~basis. ~~netted~~We atcarry ~~the~~trade ~~account~~credit ~~level,~~insurance in ~~accordance~~amounts ~~with master netting arrangements~~ in ~~place~~excess ~~with each party, as applicable. FSP FIN No. 39-1, “Amendment~~ of ~~FASB~~the ~~Interpretation~~exposure ~~No. 39” (“FSP 39-1”) amends paragraph 3 of FIN No. 39~~ to ~~replace~~each ~~the~~counterparty ~~terms conditional contracts~~ and ~~exchange~~will ~~contracts~~adjust ~~with~~levels ~~the term derivative instruments as defined in SFAS No. 133. It also amends paragraph 10~~ of ~~FIN~~insurance ~~No. 39~~or topositions ~~permit~~with a ~~reporting~~given ~~entity~~counterparty tobased ~~offset~~on ~~fair value amounts recognized for~~ the exposure ~~right~~ to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement that ~~have been offset in accordance with that paragraph~~counterparty.

~~The~~In ~~Company,~~applying ~~through~~FASB ~~FCStone~~Interpretation ~~Forex~~No. 39, ~~LLC,~~“Offsetting ~~brokers~~of ~~foreign~~Amounts ~~exchange~~Related ~~forwards,~~to ~~options~~Certain Contracts” ~~and~~(“FIN ~~cash~~No. 39”), orthe ~~spot,~~Company’s ~~transactions~~accounting ~~between~~policy ~~customers~~is ~~and~~such ~~external counterparties.~~that Aopen ~~portion~~contracts ofwith the ~~contracts~~same customer or counterparty are ~~arranged~~netted onat anthe ~~offsetting~~account ~~basis~~level, ~~limiting~~in ~~our~~accordance ~~risk~~with tomaster ~~performance~~netting ofarrangements ~~the~~in ~~two~~place ~~offsetting~~with each ~~parties~~party, as applicable. ~~The~~FSP ~~contracts~~FIN ~~are~~No. 39-1, ~~recorded~~“Amendment atof ~~fair~~FASB ~~value,~~Interpretation ~~with~~No. 39” ~~the~~(“FSP ~~changes~~39-1”) ~~recorded~~amends inparagraph ~~earnings,~~3 ~~however,~~of ~~the~~FIN ~~offsetting nature~~No. 39 ofto replace the terms conditional contracts ~~eliminates~~and exchange contracts with the ~~effects~~term ofderivative ~~market~~instruments ~~fluctuations~~as ondefined ~~the~~in ~~Company’s~~SFAS ~~operating~~No. 133. ~~results~~It also amends paragraph 10 of FIN No. 39 ~~Due~~to permit a reporting entity to ~~our~~offset ~~role~~fair asvalue aamounts ~~principal~~recognized ~~participating~~for inthe ~~both~~right ~~sides~~to ofreclaim ~~these~~cash ~~contracts,~~collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts ~~are~~recognized ~~presented~~for ~~gross~~derivative oninstruments executed with the ~~consolidated statements~~same ofcounterparty ~~financial~~under ~~condition~~the atsame ~~their~~master ~~respective~~netting ~~market~~arrangement ~~values,~~that ~~net~~have ofbeen ~~offsetting~~offset ~~assets~~in ~~and~~accordance with ~~liabilities~~that paragraph. In applying ~~FIN~~FSP ~~No.~~ 39-1, the Company’s accounting policy is such that ~~open~~rights ~~contracts~~to ~~with~~reclaim ~~the~~cash ~~same~~collateral ~~customer~~ or ~~counterparty~~obligations to return cash collateral are netted atagainst fair value amounts recognized for derivative instruments with the ~~account~~same ~~level,~~counterparty in accordance with the master netting arrangements in place with each ~~party, as applicable~~counterparty.

~~FCStone~~In ~~Trading~~March ~~and FCStone~~2008, ~~Forex~~the ~~also~~FASB ~~hold~~issued SFAS ~~proprietary~~No. 161, ~~positions~~“Disclosures inabout ~~the~~Derivative ~~OTC~~Instruments and ~~Forex~~Hedging ~~lines of business. On a limited basis~~Activities, ~~our~~an ~~OTC~~amendment ~~and~~of ~~Forex~~FASB ~~trade~~Statement ~~desks~~No. 133” ~~will~~(“SFAS ~~accept~~No. 161”). aSFAS ~~customer~~No. 161 ~~transaction~~amends and ~~will~~expands ~~offset~~the ~~that~~disclosure requirements ~~transaction~~of ~~with~~SFAS aNo. 133 ~~similar~~with ~~but not identical position on~~ the ~~exchange.~~intent ~~These unmatched transactions are intended~~ to beprovide ~~short-term~~users inof ~~nature~~financial ~~and~~statements ~~are~~with ~~conducted~~an toenhanced ~~facilitate~~understanding ~~the~~of: ~~most~~(i) how ~~effective~~and ~~transaction~~why ~~for~~an ~~our~~entity ~~customer.~~uses ~~These~~derivative ~~forwards,~~instruments; ~~options,~~(ii) how ~~swap~~derivative instruments and ~~spot~~related ~~contracts~~hedged items are accounted for asunder ~~free-standing derivatives~~SFAS ~~and reported in the consolidated statements of financial condition at their fair values~~No. 133 ~~The~~and ~~changes~~its inrelated ~~fair~~interpretations; ~~value~~and ~~during~~(iii) how ~~the~~derivative ~~period~~instruments ~~are~~and ~~recorded~~related inhedged ~~earnings~~items asaffect aan ~~component~~entity’s offinancial ~~service~~position, ~~consulting~~financial performance, and ~~brokerage~~cash ~~fees~~flows. The ~~Fair~~Company ~~values~~adopted the ~~are~~disclosure ~~based on~~requirements ~~pricing~~of ~~models~~this ~~intended~~statement tofor ~~approximate~~its ~~the~~second ~~amounts~~fiscal ~~that~~quarter ~~would~~ended beFebruary 28, ~~received~~2009. ~~from~~See orNote ~~paid~~3 to aour ~~third~~consolidated ~~party~~financial ~~in settlement of the contracts~~statements.

Fair Value of Financial Instruments

Cash equivalents, marketable securities and derivative financial instruments are carried at fair value and are classified and disclosed in the following categories:

Level 1 — – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 1 consists of financial instruments whose fair values are estimated using quoted market prices. Included in Level 1 are money market funds, U.S. government securities and federal agency obligations, as well as futures and options contracts traded on national exchanges and ~~over-the-counter (“~~OTC”) swaps and options contracts using quoted prices from national exchanges in which the Company executes transactions for customer and proprietary accounts.

Level 2 —– Quoted prices for identical or similar assets or liabilities in markets that are less active, that is, markets in which there are few transactions for the asset or liability that are observable for substantially the full term. Included in Level 2 are those financial instruments for which fair values are estimated using models or other valuation methodologies. These models are primarily industry-standard models that consider various observable inputs, including time value, yield curve, volatility factors, observable current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Financial instruments in this category include certificates of deposits, fixed income instruments including corporate debt and OTC forwards, swaps, and options.

~~Level~~54 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Level 3 is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are not readily observable from objective sources. Financial instruments that fall within Level 3 are weather contingent derivatives. Weather derivative structures have a contingency component piece that is valued using inputs that are not readily observable. See note 4 to our consolidated financial statements for a description of the specific financial assets and liabilities reported at fair value

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Margin Risk

Our customers with exchange-traded positions, including OTC trades submitted for clearing, are required to maintain margin sufficient to support their open trading positions. While we initially establish each client’s margin requirement at the level set by the respective exchanges, we have the ability to increase the requirements to levels we believe are sufficient to cover their open positions. A client’s subsequent trading activity or adverse market changes may cause that client’s previous margin payments to be inadequate to support their trading obligations, which, in instances where we serve as the exchange clearing member for the trade, would require us to cover any shortfall and thereby expose us to potential losses. When we act as a clearing broker, we are also responsible to our clearing clients for performance by the other party to the transaction. While the other party is often a clearinghouse (through “novation” or substitution), in some OTC trades it may be another clearing broker or even a counterparty and, unless the other side is a counterparty, we generally do not receive collateral to secure its obligations. Our margin risk also arises when a clearing member defaults on its obligations to a clearinghouse in an amount larger than its margin and clearing fund deposits, and the shortfall is absorbed pro rata from the deposits of other clearing members. Such a default by a clearing member of a clearinghouse of which we are also a clearing member could result in losses to us, including losses resulting from the defaults of other market participants.

Credit Risk

Credit risk is the possibility that we may suffer a loss from the failure of customers or counterparties to meet their financial obligations as it relates to exchange traded, over the counter, or financing transactions. As a clearing broker, we act on behalf of our customers for all trades consummated on exchanges. Accordingly, we are responsible for our customers’ obligations with respect to these transactions, including margin payments, which exposes us to significant credit risk. Customer positions which represent a significant percentage of open positions in a given market or concentrations in illiquid markets may expose us to the risk that we are not able to liquidate a customer’s position in a manner which does not result in a deficit in that customers account. A substantial part of our working capital is at risk if customers default on their obligations to us and their account balances and security deposits are insufficient to meet all of their obligations.

With over-the-counter derivative transactions we act as a principal, which exposes us to both the credit risk of our customers and the counterparties with which we offset the customer’s position. With over-the-counter transactions, we are at the risk that a counterparty will fail to meet its obligations when due. We would then be exposed to the risk that a settlement of a transaction which is due a customer will not be collected from the respective counterparty with which the transaction was offset. Customers and counterparties that owe us money, securities or other assets may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.

During the first and second quarters of fiscal 2009, we recorded an aggregate pre-tax bad debt provision of $~~105~~106.63 million in connection with losses by a significant energy trading account for which we served as the clearing firm. On March 12, 2009, we transferred substantially all of the positions and liability related to this account to a third party. Between February 28, 2009 and the transfer of the account on March 12, 2009, the account deficit increased by an additional $5.2 million, and we ~~expect~~recorded ~~to record~~ an additional pre-tax bad debt provision in that amount in the three months ended May 31, 2009.

Interest Rate Risk

In the ordinary course of our operations, we have interest rate risk from the possibility that changes in interest rates will impact interest income earned. We generate interest income from the positive spread earned on customer deposits. We typically invest in U.S. Treasury backed agency securities, reverse repurchase agreements involving U.S. Treasury backed agency securities or AA rate money market funds. We have an investment policy which establishes acceptable standards of credit quality and limits the amount of funds that can be invested within a particular fund and institution. We do not use our investment portfolio for trading or speculative purposes. A hypothetical 50 basis point decrease in short-term interest rates would decrease annual pre-tax earnings by $74.20 million, assuming no change in the amount or composition of our cash and cash equivalents and marketable securities.

We55 attempt to manage interest expense using floating rate debt. The debt instruments are carried at their unpaid principal balance which approximates fair value. All of the non-subordinated debt outstanding at February 28, 2009, has a variable interest rate and matures within the next 12 months. Variable rate debt is used to finance certain notes receivable to customers in the Financial Services segment. The interest charged on the related notes receivable is also at a variable rate, therefore effectively mitigating the interest rate risk on that debt. The subordinated debt outstanding at February 28, 2009 has a variable interest rate, and a hypothetical 100 basis point increase in short-term rates would decrease annual pre-tax earnings by $0.4 million, assuming no change in the volume or composition of our outstanding debt.

We attempt to manage interest expense using floating rate debt. The debt instruments are carried at their unpaid principal balance which approximates fair value. All of the non-subordinated debt outstanding at May 31, 2009, has a variable interest rate and matures within the next 12 months. Variable rate debt is used to finance certain notes receivable to customers in the Financial Services segment. The interest charged on the related notes receivable is also at a variable rate, therefore effectively mitigating the interest rate risk on that debt. The subordinated debt outstanding at May 31, 2009 has a variable interest rate, and a hypothetical 100 basis point increase in short-term rates would decrease annual pre-tax earnings by $0.4 million, assuming no change in the volume or composition of our outstanding debt.

Foreign Currency Risk

We conduct most of our business with international customers in U.S. dollars, but there remains a minor risk regarding foreign currency fluctuations. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedure . Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by the Quarterly Report (the “evaluation date’). They have concluded that, as of the evaluation date, these disclosure controls and procedures were effective to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis.

60Changes in internal control over financial reporting. There were no changes to internal controls over financial reporting that occurred during the three months ended May 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Changes in internal control over financial reporting . There were no changes to internal controls over financial reporting that occurred during the three months ended February 28, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II. Other Information

Item 1.

Legal Proceedings

Securities Litigation

The Company and certain of our officers have been named as defendants in an action filed in the United States District Court for the Western District of Missouri on July 15, 2008. The action, which purports to be brought as a class action on behalf of purchasers of our common stock between November 15, 2007 and July 9, 2008, seeks to hold defendants liable under §§ 10b and 20(a) of the Securities Exchange Act of 1934 for alleged false statements and failure to sufficiently disclose adverse facts relating to an interest rate hedge, our bad debt reserve and internal controls; and alleged trading by certain officers while in possession of material, non-public information. The litigation is in its early stages, and we believe we have meritorious defenses.

A purported shareholder derivative action was filed against us (solely as a nominal defendant) and certain officers and directors on August 5, 2008 in the Circuit Court of Platte County, Missouri, alleging breaches of fiduciary duties, waste of corporate assets and unjust enrichment. On May 6, 2009, the plaintiffs amended the complaint to allege that we had improperly disclosed the bad debt provision related to an energy trading account. On July 7, 2009, the plaintiffs filed a motion for leave to amend the complaint to allege breaches of fiduciary duties relating to our proposed merger with International Assets Holding Corporation. The litigation is in its early stages, and we believe we have meritorious defenses.

A purported class action lawsuit was filed against us and certain officers and directors on July 8, 2009 in the Circuit Court of Clay County, Missouri, alleging breaches of fiduciary duties and other violations of state law arising from our proposed merger with International Assets Holding Company. The litigation is in its early stages, and we believe we have meritorious defenses.

Sentinel Litigation

On August 29, 2008, the bankruptcy trustee of Sentinel Management Group, Inc. (“Sentinel”) filed adversary proceedings against FCStone LLC and 10 other futures commission merchants in the Bankruptcy Court for the Northern District of Illinois seeking avoidance of alleged transfers or withdrawals of funds received by the futures commission merchants within 90 days prior to the filing of the Sentinel bankruptcy petition, as well as avoidance of post-petition distributions. The trustee seeks recovery of pre- and post-petition transfers totaling approximately $15.5 million. The case is in its very earliest stages; the court has not made any substantive rulings, discovery has not commenced and no trial date has been set. However, FCStone LLC intends to defend the matter vigorously, and to coordinate its defense with the other futures commission merchants.

Other

From time to time and in the ordinary course of our business, we are a plaintiff or are a defendant in other legal proceedings related to various issues, including worker’s compensation claims, tort claims, contractual disputes and collections. The Company carries insurance that provides protection against certain types of claims, up to the policy limits of our insurance. It is the opinion of management that none of the other known legal actions will have an adverse impact on our financial position, results of operations or liquidity.

We are currently unable to predict the outcome of the claims discussed and believe their current status does not warrant accrual under the guidance of Statement on Financial Accounting Standards No. 5, Accounting for Contingencies,, since the amount of any liability is neither probable nor reasonably estimable. As such, no amounts have been accrued in the financial statements. We intend to vigorously defend the claims against us and will continue to monitor the litigation and assess the need for future accruals.

Item 1A.

Risk Factors

~~The~~In ~~Company’s~~addition ~~risk~~to the other information set forth in this report, you should carefully consider the factors ~~are~~discussed ~~disclosed~~under the heading “Risk Factors” in ~~its~~ our Annual Report on Form 10-K,/A asfiled ~~amended~~on May 12, ~~for~~2009, ~~the~~which ~~year~~could ~~ended~~materially ~~November~~affect 30our business operations, ~~2008~~financial condition inor ~~response~~future results. Additional risks and uncertainties not currently known to ~~Item 1A~~us or that we currently deem to ~~Part 1~~be ofimmaterial ~~Form~~also ~~10-Q~~may ~~and~~materially ~~are~~adversely ~~incorporated~~affect ~~herein.~~our ~~These~~business ~~risk~~operations ~~factors~~and/or financial condition. There have been ~~supplemented~~no bymaterial changes ~~certain~~to our risk factors ~~described~~since ~~below~~the filing of our Form 10-K/A.

Current economic conditions will impact our efforts to refinance our margin call credit facility, and if we are unable to refinance our margin call credit facility and are unable to find alternative sources of capital, which may not be available to us on acceptable terms or at all, we may have to secure alternative clearing arrangements for all, or a portion of, our customer’s positions or limit the amount of customer positions we clear, resulting in a material adverse effect on our business, results of operations and financial condition.

Our $250 million margin call credit facility will expire on July 22, 2009. We are currently in discussion with our current and potential lenders to refinance the margin call credit facility. Any refinancing, to the extent available to us, will be on terms reflective of the distressed capital markets, which we expect will increase our debt service costs. We may also seek alternative sources of capital, which we believe would also increase our debt service costs. As a result of the economic environment we may not have access to the amount of capital that we require, on favorable terms or at all. In the event that we cannot negotiate a new margin call credit facility or obtain alternative financing, we may have to secure alternative clearing arrangements for all, or a portion of, our customer’s positions or limit the amount of customer positions we clear, resulting in a material adverse effect on our business, results of operations and financial condition.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3.

Defaults upon Senior Securities

Not applicable

Item 4.

Submission of Matters to a Vote of Security Holders

AtNot ~~the~~applicable Company’s Annual Meeting of Stockholders held on January 14, 2009, Brent Bunte, Doug Dercheid, Bruce Krehbiel and Tom Leiting were re-elected as Class III directors, each to hold office until the Annual Meeting of Stockholders to be held after the Company’s fiscal year 2012 and until their respective successors are duly elected and qualified. The terms of the directorships held by Paul G. Anderson, David Andresen, Jack Friedman, Kenneth Hahn, Darryl Henze, Eric Parthemore, Dave Reinder and Rolland Svoboda did not expire this year, and these individuals continued as directors after the meeting. At the Annual Meeting of Stockholders, the selection of KPMG LLP as independent registered public accounting firm of the Company for fiscal year 2009 was ratified by the stockholders. Votes cast on these issues were as follows:

	For	Against/Withheld	Abstain
Brent Bunte	22,882,271	1,541,329	—
Doug Dercheid	22,701,330	1,722,270	—
Bruch Krehbiel	22,789,516	1,634,084	—
Tom Leiting	22,929,887	1,493,713	—
KPMG LLP	24,000,859	372,698	50,043

Item 5.

Other Information

Not applicable

Item 6.

Exhibits

10.1 Second Amendment to Master Loan Agreement, dated as of April 1, 2009, between Deere Credit and FCStone Financial.


31.1		Certification of Paul G. Anderson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of William J. Dunaway, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~10.2~~58 ~~Amended and Restated Note, dated April 1, 2009, between FCStone Financial and Deere Credit for a maximum of $1,132,162.00.~~

10.3 Uncommitted Revolving Credit Supplement and Promissory Note, dated February 28, 2009, between FCStone Financial and CoBank ACB

31.1 Certification of Paul G. Anderson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of William J. Dunaway, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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 thereunto duly authorized.

	FCStone Group, Inc.
	Registrant
April 9, 2009	By:	/s/ Paul G. Anderson
July 10, 2009	By:	/s/ Paul G. Anderson
		Paul G. Anderson
		Chief Executive Officer
April 9, 2009	By:	/s/ William J. Dunaway
July 10, 2009	By:	/s/ William J. Dunaway
		William J. Dunaway
		Chief Financial Officer

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Filing Compare · FCStone Group, Inc.