8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2009

INTERNATIONAL ASSETS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-23554	59-2921318
(State of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

220 E. Central Parkway, Suite 2060, Altamonte Springs, Florida 32701

(Address of Principal Executive Offices) (Zip Code)

(407) 741-5300

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

¨ Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b))

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

Item 8.01 Other Events.

On July 15, 2009, International Assets Holding Corporation (the “Company”) used a management presentation document in connection with the Agreement and Plan of Merger dated as of July 1, 2009 (the “Merger Agreement”) by and among the Company, FCStone Group, Inc. and International Assets Acquisition Corp. (“MergerSub”), a wholly owned subsidiary of the Company, pursuant to which MergerSub will merge with and into FCStone, with FCStone surviving the merger (the “Merger”) The Investor Presentation is attached hereto as Exhibit 99.1.

Important Additional Information Will Be Filed with the SEC

In connection with the Merger Agreement and required stockholder approval, the Company and FCStone intend to file a Registration Statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), a portion of which will be the joint proxy statement with respect to the meetings of the stockholders of the Company and FCStone. HOLDERS OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Such documents are not currently available. You may obtain copies of all documents when they are filed with the SEC regarding the proposed Merger, free of charge, at the SEC’s website (http://www.sec.gov). Free copies may also be obtained by accessing the Company’s website (http://www.intlassets.com) under “Investor Relations/Filings and News” or FCStone’s website (http://www.fcstone.com) under “Investor Relations/Press Releases”, or by directing a request to the Company at International Assets Holding Corporation, 220 E. Central Parkway, Suite 2060, Altamonte Springs, Florida 32701; Attention: Scott Branch, President; Telephone: (888) 345-4685 x 335; or to FCStone at Investor Relations Department, FCStone Group, Inc., 1251 NW Briarcliff Parkway, Suite 800, Kansas City, Missouri 64116; Attention: William Dunaway; Telephone: (816) 410-7129.

Participants in Solicitation

The Company, FCStone and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in favor of the proposed Merger may be found in the definitive joint proxy statement to be filed by the Company and FCStone with the SEC. You can find information about the Company’s and FCStone’s directors and executive officers in their respective definitive proxy statements filed with the SEC on January 15, 2009 and December 8, 2008, respectively. You can obtain free copies of these documents from the Company and FCStone using the contact information above.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

2

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Management Presentation

3

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 hereunto duly authorized.

July 15, 2009	INTERNATIONAL ASSETS HOLDING CORPORATION
	/s/    Sean O’ Connor
	Sean M. O’Connor
	Chief Executive Officer

4

EX-99.1

Creates a Leading Global Provider of

Consulting and Trade Execution Services

Exhibit 99.1

1

Cautionary Statement and Additional Information

The following presentation should be taken in conjunction with the most recent financial statements and notes thereto as well as the most recent Form 10-Q

filed with the SEC. This presentation may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934.  These forward-looking statements involve known and unknown risks and uncertainties, many of which are

beyond our control, including adverse changes in economic, political and market conditions, losses from market-making and trading activities arising from

counter-party failures and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in

government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the

securities, foreign exchange and commodities dealing and trading industries.  Although we believe that the forward-looking statements are based upon

reasonable assumptions regarding our business and future market conditions, there can be no assurances that actual results will not differ materially from any

results expressed or implied by the forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise.  Readers are cautioned that any forward-looking statements are not guarantees of future

performance.

This presentation is being made in respect of the proposed business combination involving International Assets and FCStone.  In connection with the proposed

transaction, International Assets intends to file with the SEC a registration statement on Form S-4, containing a joint proxy statement/prospectus and other

relevant materials and each of International Assets and FCStone plan to file with the SEC other documents regarding the proposed transaction.  The final joint

proxy statement/prospectus will be mailed to the stockholders of International Assets and FCStone.  INVESTORS AND SECURITY HOLDERS ARE URGED

TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED

WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT INTERNATIONAL ASSETS, FCSTONE AND THE PROPOSED TRANSACTION. 

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and

other documents filed with the SEC by International Assets and FCStone at the SEC’s web site at www.sec.gov.  Free copies of the registration statement and

the joint proxy statement/prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to International

Assets at:  220 East Central Parkway, Suite 2060, Altamonte Springs, Florida 32701, Attention: Scott Branch, telephone: 888-345-4685 x335; or to FCStone

at: Investor Relations Department, FCStone Group, Inc., 1251 NW Briarcliff Parkway, Suite 800, Kansas City, Missouri 64116; Attention: William Dunaway;

Telephone: (816) 410-7129.  In addition, investors and security holders may access copies of the documents filed with the SEC by International Assets on

International Assets’ website at www.intlassets.com, and investors and security holders may access copies of the documents filed with the SEC by FCStone’s

website at www.fcstone.com. 

International Assets, FCStone and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of

proxies from the stockholders of International Assets and FCStone in respect of the proposed transaction.  Information regarding International Assets’ directors

and executive officers is available in its annual report on Form 10-K for the year ended September 31, 2008, filed with the SEC on December 8, 2008 and the

proxy statement for International Assets’ 2009 annual meeting of stockholders, filed with the SEC on January 15, 2009.  Information regarding FCStone’s

directors and executive officers is available in its annual report on Form 10-K for the year ended August 31, 2008, filed with the SEC on November 14, 2008

and the proxy statement for FCStone’ 2009 annual meeting of stockholders, filed with the SEC on December 8, 2009.  If and to the extent that any of the

International Assets or FCStone participants will receive any additional benefits in connection with the merger that are unknown as of the date of this filing, the

details of those benefits will be described in the definitive joint proxy statement/prospectus relating to the merger.  Investors and stockholders can obtain more

detailed information regarding the direct and indirect interests of International Assets’ and FCStone’s directors and executive officers in the merger by reading

the definitive joint proxy statement/prospectus when it becomes available.

2

th

Transaction Highlights

Transaction

International Assets Holding Corp. (“INTL”) and FCStone Group, Inc. (“FCSX”)

merge to create a leading global provider of consulting and trade execution

services

INTL and FCSX shareholders will own 52.5% / 47.5%, respectively

FCStone will retain its name and operate as a division of INTL

Consideration

100% stock

FCSX shareholders will receive 0.2950x common INTL shares for each

outstanding common share of FCSX

Expected Close

Transaction

is

expected

to

close

in

4

calendar

quarter

2009

Approvals

Shareholders of both INTL and FCSX

Regulators

Board &

Management

7 INTL directors, 6 FCSX directors

Pete Anderson will be President and will join the INTL board, along with 5 other

FCSX board members

3

The 3 Keys to the Transaction

Integrating exchange-based, OTC and physical trading platforms and

expertise in hard and soft commodities…

Creates

global,

full-service

provider

to

commodities

market

participants

Combining two capital structures…

Accelerates growth strategies, enhances access to credit

Positioning for a new financial services landscape…

Strengthens capital base, diversifies earnings, mitigates risk

Current environment provides a significant

opportunity for a credible, well capitalized

entity to gain market share

4

Global Leader in Specialized Markets

Leading OTC trader and hedger of physical

metals

Significant player in hedging of agricultural,

energy and soft commodities

Leading provider of treasury services and

foreign exchange services

Leading market maker in foreign equities

Provider of competitive execution to over

10,000 wholesale customers in North

America and globally

~74

million

commodity

contracts

traded

(a)

Physical

commodities

revenues

of

~$40bn

(b)

Trades 8,000 unlisted ADR’s

in over 20 countries and

more than 100 currencies

International offices in Brazil, Argentina, London,

Ireland, Dubai, Singapore, Australia and China

Commodities

Trading

International

Equities

Market

Making

Commodity

and Risk

Management

Services

Clearing &

Execution

Services

International

Debt

Capital

Markets

Asset

Management

Foreign

Exchange

(a) For the twelve month period ended May 31, 2009.

(b) For the twelve month period ended March 31, 2009.

5

Strategic Fit

OTC Market Making

High Touch Complex Markets

International Markets

Disciplined Risk / Capital Mgt.

Hard Commodities, FX, Equities

Domestic Markets

Risk Management Consulting

Exchange Traded Platform

Agricultural, Energy & Soft Commodities

Proven Sales and Marketing

Providing strategic recommendations and

value added execution capabilities

Complete trading solution for customer

Complementary product expertise

Greater growth potential through geographic

diversification 

Complementary management skills

6

FCStone

INTL

INTL Business Activity

Complementary International Footprint

•

Relationships in over 100 Countries

•

Offices in 28 Cities

•

Locations in 11 Countries

Combined International Presence:

7

Structured for New Financial Services Landscape

Current environment is one of reduced access to and a higher cost of capital

FCSX has a $75 million margin facility and $40 million of bank sub-debt outstanding,

which matures July 22, 2010 and will be repaid with the proceeds

from income tax

refunds totaling approximately $54.0 million in the next nine months

IAAC

renewed

its

secured

metals

financing

facility

(new

maturity

June

27,

2010)

with

$62

million

of

availability

and

extended

the

maturity

of

$60

million

in

other

debt

from

December 31, 2009 to December 31, 2010

Debt capital availability will be at a premium for the foreseeable future

Customers, counterparties, investors will increasingly value strong risk

management, access to capital, diversity of earnings streams

Regulatory capital requirements likely to increase across financial services markets

Diversified platform better able to absorb rapid changes in the overall marketplace

8

Strategic Growth Plan

Apply disciplined capital allocation approach by protecting and

compounding capital

Offer value added services to build durable revenue streams and

create franchise value over time

Broaden and deepen customer relationships globally

Focus on organic growth and opportunistic add-on acquisitions

9

Contribution Analysis

($ in millions)

% Ownership

INTL

FCSX

Adjusted EBITDA

YTD 2009 Annualized

MRQ Annualized

2009 Projected

2010 Projected

Adjusted Net Income

YTD 2009 Annualized

MRQ Annualized

2009 Projected

2010 Projected

Market Cap

Book Value

Source: Company Filings.

Note:

LTM,

YTD

and

MRQ

as

of

3/31/09

for

INTL.

LTM,

YTD

and

MRQ

as

of

5/31/09

for

FCSX.

Financial

information

excludes one-time charges. The above values represent the implied equity value percentage contribution of INTL and FCSX.

Contribution analysis calculated using INTL adjusted marked-to-market financial information. Market data as of 6/30/09.

57%

89%

59%

57%

43%

11%

41%

43%

54%

91%

56%

57%

46%

9%

44%

43%

55%

34%

45%

66%

10

Overview

11

FCSX –

Customer Oriented Business Model

Customers

/ Industries Served

Agriculture

Fuel Surcharge

Carbon

Credits

Energy

Livestock

Introducing

Brokers

Renewable

Fuels

Food

Products

Weather

Forest Products

Customers

Floor

Traders

Professional Traders

Introducing

Brokers

OTC Market

Physical Market

Merchant Services

(Commodity

financing program)

Exchange–Traded

Market

Risk

Management

Consultants

Provides

Access to

Provides

Access to

Clearing &

Execution

Commodity &

Risk Management

12

Serves risk management needs of

middle-market intermediaries, end-users

and producers of commodities

Employs proprietary Integrated Risk

Management Program (“IRMP”) to design

customized risk management strategies

High-touch, value-add services delivered

through 125 consultants

High margin business

Half of total company revenue but 75% of

profits

$53

$81

$128

$177

$87

0

50

100

150

$200

FY2005

FY2006

FY2007

FY2008

Q3'09

Annualized

426

460

500

529

523

0

100

200

300

400

500

600

FY2005

FY2006

FY2007

FY2008

Q3'09

FCSX –

CRM Business

Total Revenues ($ in millions)

IRMP Accounts

13

Why Do Customers Come to FCStone?

EXECUTION

Performance

INDUSTRY

INTELLIGENCE

STRATEGIC

PLAN

GATHER &

ANALYZE

DATA

Planning

GOALS

OBJECTIVES

PERIODIC

AND ANNUAL

REVIEWS

Accountability

Integrated Risk Management Program (IRMP)

•

We improve customers’

bottom-line results

•

Strong brand, proprietary tool sets and outstanding

clientele

•

Unique,

holistic

service

–

not

just

trading

and

hedging

•

Specialized, experienced consultants

14

Clearing and execution of derivatives for institutional and professional traders

Serves approximately 9,000 customers as an independent FCM

Clearing member of all North American exchanges with access to all major international exchanges

Primary focus on supporting C&RM customer trading programs

Offers economies of scale

Disciplined approach

Emphasizing shorter-tenored

accounts and moving away from large third-party accounts

Declining volume is a function of exited business as well as market conditions

$53

$80

$102

$147

$88

0

50

100

150

$200

FY2005

FY2006

FY2007

FY2008

Q3'09 Annualized

FCSX –

CES Business

Total Revenues ($ in millions)

15

1,752

2,506

3,121

3,543

3,148

3,213

2,369

2,697

1,361

835

1,904

2,832

3,872

4,904

3,983

4,242

2,775

3,022

751

326

152

406

1029

325

0

1,000

2,000

3,000

4,000

5,000

6,000

FY2005

FY2006

FY2007

FY2008

LTM Q3'09

Q1'09 Annualized

Q2'09 Annualized

Q3'09 Annualized

OTC

Exchange-Traded

Source:  FCSX management.

FCSX –

Historical Volume

Commodity & Risk Management Exchange-Traded and OTC Contract Volume (000s)

Clearing & Execution Exchange-Traded Contract Volume (000s)

34,488

44,961

57,868

95,068

82,382

82,121

62,715

52,241

0

25,000

50,000

75,000

100,000

FY2005

FY2006

FY2007

FY2008

LTM Q209

Q1'09 Annualized

Q2'09 Annualized

Q3'09 Annualized

16

$91

$83

$88

$86

$54

$42

$9

$10

$4

$12

$17

$3

0

20

40

60

80

$100

2/29/08

5/31/08

8/31/08

11/30/08

2/28/09

5/31/09

0

4

8

12

16

$20

Total Revenue

Net Interest Income

Source: FCSX management.

(a) Total revenue, net of cost of commodities sold.

(b) Excludes one-time items.

FCSX –

Financial Performance

Total Revenue

(a)

and Net Interest Income

(b)

($ in millions)

Adjusted EBITDA

(b)

($ in millions)

Total Contract Volume (Contracts in thousands)

Customer Segregated Assets ($ in millions)

$26

$20

$21

$17

$5

$2

24%

24%

9%

20%

28%

3%

0

5

10

15

20

25

$30

2/29/08

5/31/08

8/31/08

11/30/08

2/28/09

5/31/09

0

10

20

30

40

50

60%

Adjusted EBITDA

Adjusted EBITDA Margin

839

1,118

1,084

1,528

862

914

0

250

500

750

1,000

1,250

1,500

$1,750

2/29/08

5/31/08

8/31/08

11/30/08

2/28/09

5/31/09

27,191

26,597

21,545

21,333

16,291

13,735

370

294

396

257

101

81

13,816

16,392

21,591

21,941

26,892

27,561

10,000

14,000

18,000

22,000

26,000

30,000

2/29/08

5/31/08

8/31/08

11/30/08

2/28/09

5/31/09

Exchange-Traded

OTC

17

Commercial Grain

Leverage

Commodity price declines

Less volatility

Relief in pricing pressure

CoBank

easing

New buyers enter industry

Retrofitting opportunity

Increasing level of hedging need

Technology licensing

Bankruptcies

Rising credit costs

Lack of new development

Renewable Fuels

Market opportunity vs. market share

Growing account base

Increasing level of hedging need

Impact of credit crunch

Latin America / International

Ability to bring on new IB’s to C&ES

business

Increase in farmer business

Acquisitions

Weakening competitors

(C&ES)

Rising credit costs (C&RM)

Introducing Brokers

Increasing level of hedging need

Value chain: (producers, processors,

restaurants)

Educational process

Food Services

Vertical:  Forest products, carbon,

etc.

Geographic:  Europe, Asia & Australia

Investment capital

New Markets

FCSX –

Business Outlook

Market/Product Segment

Near-Term Headwinds

Intermediate

/

Long

–

Term

Opportunity

18

Selected Risk Mitigating Processes

Establish position and product limits based on

credit capacity and business performance

Risk Consultants are primarily financially

responsible for all debits and errors

Utilize insurance and credit default swaps on

trading counterparties

Requiring that margin calls are met in a timely

fashion; introduced intra-day margining for

largest customers

Primarily hedging strategies

Risk consultants have close relationships

Business maintain physical inventories to support

positions

Credit facilities exist to mitigate any potential

losses with a majority of these on a tri-partite

basis

Primarily proprietary groups

Carefully screening of all prospective clients

Focus on speculative strategies

Limited capital protection outside trading

accounts

Client relationships may not be as robust

Selected Risk Mitigating Processes

Establish adequate margin, oversight and

enforcement

“Stress testing”

of open positions

Marking positions to market daily

Requiring that margin calls are met in a timely

fashion; introduced intra-day margining for

largest customers

Establish

limits based on credit capacity and

overall volumes

Clearing & Execution Customers

Commodity & Risk Management Customers

FCSX –

Risk Management Fundamentals

19

Overview

20

INTL –

Overview

Our Company

Fortune

500

Company

-

Ranked

#16

in

ten

year

profit

growth

and

#12

for

returns

to

shareholders

Five

business

units

–

commodities

trading,

foreign

exchange,

international

equities

market

making,

international debt capital markets and asset management

Over 190 professionals located in New York, London, Dubai, Singapore, Buenos Aires, Orlando, and

Miami

Executive management has invested significant capital and currently owns 27% of the Company

Leucadia

(NYSE

–

“LUK”)

is

the

largest

institutional

shareholder

with

16%

ownership

Our Track Record

Over the last 5 years revenues increased over 30X, equity capital increased 15X

Adjusted operating revenue has grown at a 46% CAGR since 2004

Adjusted stockholders’

equity has grown at a 33% CAGR since 2004

Adjusted net income has grown at a 62% CAGR since 2005

Note:

Adjusted

financials

include

mark-to-market

adjustments

as

detailed

in

INTL

public

filings.

21

1

Experienced

Professionals

Over 190 professionals globally

Management

has

over

50

years

of

combined

experience

in

banking

and

credit exposure practices

Multiple Expansion 

Opportunities

Significant growth opportunities

across all business segments

Over last 5 years revenues

increased over 30x, equity capital

increased 15x

Disciplined Risk Management

Consistent

growth

in

revenues

and

EBITDA

over

the

last

5

years

through

disciplined

risk

management

5

6

7

4

INTL –

Business Model

Rapid Revenue Growth with

Strong Operating Leverage

Critical mass allows operational leverage to be

achieved

Diversified Global Footprint

Offices in key international markets and

relationships in over 100 countries

High Quality Counterparties

Well established, reputable institutional

clients and NGOs

Differentiated Focus on

High Margin Niche Market

Leading position in profitable niche

markets through quality execution and

client service

Diversified Revenue Base

International Equity Market-Making

Commodities Trading

Foreign Exchange

International Debt Capital Markets

Asset Management

22

INTL –

Consistent Financial Performance

$22.0

$26.1

$43.4

$77.0

$100.5

$117.0

0

25

50

75

100

$125

FY2004

FY2005

FY2006

FY2007

FY2008

YTD

FY2009

Ann.

($0.1)

$2.6

$8.2

$10.1

$11.0

$17.0

(5)

0

5

10

15

$20

FY2004

FY2005

FY2006

FY2007

FY2008

YTD

FY2009

Ann.

$24.6

$28.1

$38.7

$54.9

$77.3

$83.0

0

20

40

60

80

$100

FY2004

FY2005

FY2006

FY2007

FY2008

3/31/2009

$3.48

$3.78

$4.94

$6.65

$8.66

$9.19

0

2

4

6

8

$10

FY2004

FY2005

FY2006

FY2007

FY2008

3/31/2009

Adjusted Operating Revenue

Adjusted Net Income

Adjusted Stockholders’

Equity

Adjusted Book Value Per Share

Source: Public filings.

Note: Adjusted financials include mark-to-market adjustments

as detailed in INTL public filings.  Adjusted Net asset

value per share calculated as adjusted stockholders’

equity divided by book shares outstanding.

23

What We Do

Provide efficient OTC execution in base and precious

metals

Physical delivery

Forward transactions and future deliveries

Options and hedging programs

Allow producers and consumers to effectively manage

their exposure and enhance profitability

Why We Do It

Wealth effect in Asia and Middle East driving precious

metals demand

Growth in global manufacturing, particularly in China,

driving base metals demand

Locations in important metals trading centers globally

enable us to provide trading / hedging / risk

management services to niche customers

OTC Commodities Trading

Assisting Commercial Players in Smaller Niche Markets

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

$10,000

Q1

2006

Q2

2006

Q3

2006

Q4

2006

Q1

2007

Q2

2007

Q3

2007

Q4

2007

Q1

2008

Q2

2008

Q3

2008

Q4

2008

Q1

2009

Q2

2009

Adjusted Operating Revenues (Non-GAAP)

Net income

Source:  International Monetary Fund, 2009, ‘Global Prospectus and Policies’, World Economic Output; crisis and recovery, April,

chapter 1, pg 45, http://www.imf.org/external/pubs/ft/weo/2009/01/pdf/c1.pdf

24

What We Do

Leading provider of exotic FX and treasury services

covering 100+ countries

Clients include over 400 NGOs, UN and

bilateral aid agencies, OECD embassies

worldwide, and corporations

FXecute

platform provides integrated web-

based payments solution

Why We Do It

Emerging market currencies are one side of almost

20% of all transactions, compared to <15% in 2004

5-year growth of 157% in transactions between banks

and non-financial customers

Liberalization of emerging market currencies spurring

need for expert trading support

Our relationships in hard-to-reach markets allow us to

capture very competitive rates

OTC Foreign Exchange Trading

Focusing on Less Liquid Exotic Markets

Fxecute

Statistics

0

20

40

60

80

100

120

140

160

180

200

0

200

400

600

800

1000

1200

1400

1600

Total Number of active clients

Total Number of transactions

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

$9,000

Q1

2006

Q2

2006

Q3

2006

Q4

2006

Q1

2007

Q2

2007

Q3

2007

Q4

2007

Q1

2008

Q2

2008

Q3

2008

Q4

2008

Q1

2009

Q2

2009

-

2,000

4,000

6,000

8,000

10,000

12,000

Adjusted Operating Revenues

(Non-GAAP)

Net income

Number of trades

Source:  International Monetary Fund, 2009, ‘Global Prospectus and Policies’, World Economic Output (WEO); crisis and recovery,

April, chapter 1, pg 16, http://www.imf.org/external/pubs/ft/weo/2009/01/pdf/c1.pdf

25

What We Do

OTC Market maker in over 1,000

international equities

Also quote over 8,000 international equities

Focus on unlisted ADRs

and foreign

ordinaries –

household names like Nestle,

L’Oreal, Sainsbury, Marks & Spencer,

Nintendo, VW, Porsche, etc.

Why We Do It

U.S.

investors

want

to

diversify

away

from

U.S.

economy

and

dollar

Many investors find direct investing via

foreign exchanges to be difficult

Our scale and market share attract

customers seeking expertise in local market

trading complexities

Source:  J.P Morgan, 2008, J.P. Morgan Depository Receipts – Connecting the International Capital Markets; The Year in Review,

pg 14, 7/8/2009, <http://www.adrbnymellon.com/files/MS24388.pdf>

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

$20,000

Q1

2006

Q2

2006

Q3

2006

Q4

2006

Q1

2007

Q2

2007

Q3

2007

Q4

2007

Q1

2008

Q2

2008

Q3

2008

Q4

2008

Q1

2009

Q2

2009

-

50,000

100,000

150,000

200,000

250,000

300,000

Operating Revenues

Net

income

Number of trades

OTC Equities Market-Making

Market Maker in Niche Markets – Unlisted ADRs

26

Fee Earning Businesses

Investment Banking for Smaller Issuers and Leveraging Our Expertise For Investors

What We Do

Originate, structure and place wide array of emerging market debt instruments

One of

largest

arrangers

of

ABS

in

Latin

America

with

a

dominant

position

in

Argentina

Our specialist expertise in niche markets enables us to provide unique products to

institutional investors –

focused on absolute return performance, low volatility and low

correlation to the underlying markets

Why We Do It

Fee-based  business provides an excellent source of diversification from other

trading/market-making businesses

27

We focus on dealing with commercial counterparties who are end-users of our financial

products and services –

have very few hedge fund or speculative clients.

We have over 1,800 clients

INTL –

Customers

28

Appendix

29

FCSX –

Financial Reconciliation

($ millions)

2006

2007

2008

YTD Q3'09

Q3'09

Revenue (as reported)

$1,294.8

$1,342.0

$337.5

$199.7

$57.5

Cost of commodities sold

(1,112.9)

(1,084.2)

(1.1)

(19.1)

(16.0)

Revenue, net of cost of commodities sold

$181.9

$257.8

$336.5

$180.6

$41.5

Net Income from continuing ops (as reported)

$15.3

$33.6

$47.4

($61.1)

($8.1)

Bad debt expense

0.0

0.0

0.0

116.9

5.1

Sentinel loss

0.0

5.6

0.0

0.0

0.0

Gain on sale of FGDI

0.0

(2.6)

0.0

0.0

0.0

Loss on FGDI contractual dispute

0.0

0.0

0.0

3.5

3.5

Dividend on CBOT stock

0.0

(0.5)

0.0

0.0

0.0

Gain on sale of exchange seats & stock

0.0

(3.7)

(3.7)

(6.5)

0.0

Gain / loss on interest rate contract

0.0

0.0

(0.0)

0.0

0.0

Pension charge

0.0

0.0

1.5

0.0

0.0

Clearing fee related to CRM business

0.0

(1.4)

1.4

0.0

0.0

Impairment of goodwill

0.0

0.0

0.0

1.9

0.0

Professional Fees

0.0

0.0

0.0

1.9

1.9

Executive compensation

0.0

0.0

0.0

4.7

1.9

Adjustments

0.0

(2.5)

(0.9)

122.5

12.5

Income tax impact on extraordinary items

0.0

0.9

0.4

(49.7)

(3.9)

Adjusted Net Income from continuing ops

$15.3

$32.0

$46.9

$11.7

$0.5

EBITDA (as reported)

$32.1

$65.3

$86.0

($95.8)

($9.9)

Bad debt expense

0.0

0.0

0.0

116.9

5.1

Sentinel loss

0.0

5.6

0.0

0.0

0.0

Gain on sale of FGDI

0.0

(2.6)

0.0

0.0

0.0

Loss on FGDI contractual dispute

0.0

0.0

0.0

3.5

3.5

Dividend on CBOT stock

0.0

(0.5)

0.0

0.0

0.0

Gain on sale of exchange seats & stock

0.0

(3.7)

(3.7)

(6.5)

0.0

Gain / loss on interest rate contract

0.0

0.0

(0.0)

0.0

0.0

Pension charge

0.0

0.0

1.5

0.0

0.0

Clearing fee related to CRM business

0.0

(1.4)

1.4

0.0

0.0

Professional Fees

0.0

0.0

0.0

1.9

1.9

Executive compensation

0.0

0.0

0.0

4.7

1.9

Interest on short-term borrowings

(5.2)

(9.0)

(4.9)

(2.3)

(0.4)

Minority interest

(0.2)

0.6

(0.1)

(0.6)

(0.3)

Adjustments

(5.4)

(10.8)

(6.0)

117.7

11.8

Adjusted EBITDA

$26.7

$54.4

$80.0

$22.0

$1.9