8-K

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

April 30, 2009
Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32722	95-2848406
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

380 Madison Avenue
New York, New York 10017
(Address of principal executive offices)

(212) 588-4000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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

o Written communication pursuant to Rule 425 under the Securities Act (17. CFR 230.425)

o Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17. CFR 240.14a-12)

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

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

Item 2.02 Results of Operations and Financial Condition

On April 30, 2009 Investment Technology Group, Inc. issued a press release announcing financial results for the quarter ended March 31, 2009.  A copy of this press release is attached hereto as Exhibit 99.1.

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

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued by Investment Technology Group, Inc. on April 30, 2009.

SIGNATURE

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

		INVESTMENT TECHNOLOGY GROUP, INC.
		(Registrant)
Date:	April 30, 2009	By:	/s/ Howard C. Naphtali
			Howard C. Naphtali
			Chief Financial Officer and Duly Authorized Signatory of Registrant

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release by Investment Technology Group, Inc., dated as of April 30, 2009.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investment Technology Group Reports

First Quarter 2009 Results

NEW YORK, NY, April 30, 2009 – Investment Technology Group, Inc. (NYSE: ITG), a leading agency broker and financial technology firm, today announced that for the first quarter ended March 31, 2009, net income was $12.8 million, or $0.29 per diluted share, down from net income of $33.0 million and earnings of $0.75 per diluted share in the first quarter of 2008. ITG’s total revenue for the first quarter of 2009 was $155.7 million, versus $204.3 million for the first quarter of 2008. Pre-tax margins in the first quarter of 2009 were 15.1 percent, a decrease from the 28.9 percent realized in the first quarter of 2008. Included in this quarter’s operating results were pre-tax charges of $5.7 million, or approximately $0.10 per diluted share of earnings, related to severance costs, versus pre-tax charges of $1.2 million, or approximately $0.02 per diluted share of earnings in the first quarter of 2008.

“The first quarter was challenging with light trading volumes from our long-only institutional constituents who utilize our full range of product offerings, which impacted our average commission rate,” said Bob Gasser, ITG’s Chief Executive Officer and President.  “Despite these recent pressures, we remain confident that when markets recover and institutional fund managers experience net inflows of assets, ITG’s best-in-class desktop, algorithmic, crossing, and analytical products combined with our global reach should enable us to return to a more typical mix of business and enhance shareholder returns.”

ITG’s non-US revenues were $38.3 million in the first quarter of 2009, a decrease from revenues of $49.9 million in the first quarter of 2008. Non-US operations generated a $2.1 million loss in the first quarter of 2009, compared to $2.0 million of net income in the first quarter of 2008.

“The global recession’s impact on international share prices has affected our results due to ad valorem pricing conventions outside North America,” said Mr. Gasser. “However, we continue to invest in our international operations to gain share in these markets and

generate up-side leverage in operating performance when the global economy recovers.”

Conference Call

ITG has scheduled a conference call today at 11:00 am ET to discuss first quarter results. Those wishing to listen to the call should dial 1-866-788-0543 and enter the pass code 51447492.  The conference call and webcast will also be accessible through ITG’s web site at www.itg.com.  For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-888-286-8010 and entering the pass code 16987443. The replay will be available starting approximately two hours after the completion of the conference call.

ABOUT ITG

Investment Technology Group, Inc., is a specialized agency brokerage and financial technology firm that partners with asset managers globally to provide innovative solutions spanning the investment continuum. A leader in electronic trading since launching POSIT in 1987, ITG’s integrated approach now includes a range of products from portfolio management and pre-trade analysis to trade execution and post-trade evaluation. Asset managers rely on ITG’s independence, experience, and agility to help mitigate risk, improve performance and navigate increasingly complex markets.  The firm is headquartered in New York with offices in North America, Europe and the Asia Pacific region. For more information on ITG, please visit www.itg.com.

In addition to historical information, this press release may contain “forward-looking” statements that reflect management’s expectations for the future.  A variety of important factors could cause results to differ materially from such statements.  These factors are noted throughout ITG’s 2008 Annual Report, on its Form 10-K, and on its Form 10-Qs and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, changes in commission pricing, evolving industry regulations, errors or malfunctions in our systems or technology, rapid changes in technology, cash flows into or redemptions from equity funds, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate companies we have acquired, changes in tax policy or accounting rules, fluctuations in foreign exchange rates, adverse changes or volatility in interest rates, as well as general economic, business, credit and financial market conditions, internationally or nationally.

ITG Contact:

Maureen Murphy

(212) 444-6323

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INVESTMENT TECHNOLOGY GROUP, INC.

Condensed Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2009		2008 (1)
Revenues:
Commissions	$	129,045	$	176,227
Recurring	21,162		21,645
Other	5,460		6,406
Total revenues	155,667		204,278
Expenses:
Compensation and employee benefits	60,178		69,224
Transaction processing	22,916		24,349
Occupancy and equipment	14,838		13,100
Telecommunications and data processing services	13,970		12,750
Other general and administrative	19,055		23,589
Interest expense	1,212		2,213
Total expenses	132,169		145,225
Income before income tax expense	23,498		59,053
Income tax expense	10,660		26,065
Net income	$	12,838	$	32,988
Earnings per share:
Basic	$	0.30	$	0.76
Diluted	$	0.29	$	0.75
Basic weighted average number of common shares outstanding	43,337		43,629
Diluted weighted average number of common shares outstanding	43,606		44,231

(1) Certain expenses previously included in other general and administrative were reclassified to compensation and employee benefits for comparability.

INVESTMENT TECHNOLOGY GROUP, INC.

Condensed Consolidated Statements of Financial Condition

(In thousands, except share amounts)

	March 31, 2009			December 31, 2008
	(unaudited)
Assets
Cash and cash equivalents	$	296,028		$	352,960
Cash restricted or segregated under regulations and other	62,324			73,218
Deposits with clearing organizations	58,638			43,241
Securities owned, at fair value	5,297			6,399
Receivables from brokers, dealers and clearing organizations	565,416			328,528
Receivables from customers	921,132			300,158
Premises and equipment, net	44,822			48,321
Capitalized software, net	65,167			62,821
Goodwill	425,507			423,896
Other intangibles, net	30,169			31,094
Deferred taxes	3,925			2,591
Other assets	14,185			12,226
Total assets	$	2,492,610		$	1,685,453
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	170,684		$	221,582
Short-term bank loans	—			24,900
Payables to brokers, dealers and clearing organizations	338,261			232,527
Payables to customers	1,058,862			287,515
Securities sold, not yet purchased, at fair value	92			2,479
Income taxes payable	24,540			25,646
Deferred taxes	15,926			8,924
Long term debt	82,600			94,500
Total liabilities	1,690,965			898,073
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 51,608,738 and 51,582,306 shares issued at March 31, 2009 and December 31, 2008, respectively, and; 43,370,312 and 43,244,184 shares outstanding at March 31, 2009 and December 31, 2008, respectively	516			516
Additional paid-in capital	222,539			219,830
Retained earnings	779,157			766,319
Common stock held in treasury, at cost; 8,238,426 and 8,338,122 shares at March 31, 2009 and December 31, 2008, respectively	(190,835		)	(193,206		)
Accumulated other comprehensive income (net of tax)	(9,732		)	(6,079		)
Total stockholders’ equity	801,645			787,380
Total liabilities and stockholders’ equity	$	2,492,610		$	1,685,453