Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 10-Q

__________________________



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

For the quarterly period ended September 30, 2014



o	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 001-34986

__________________________

FXCM Inc.

(Exact name of registrant as specified in its charter)

__________________________



Delaware		27-3268672
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 Water Street, FL 50

New York, NY 10041

(Address of principal executive offices) (Zip Code)

Telephone: (646) 432-2986

(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), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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



Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o

(Do not check if a 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 o No x

The number of shares of the registrant’s Class A common stock, par value $0.01 per share, outstanding was 47,160,590 as of November 6, 2014. The number of shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding as of November 6, 2014 was 34.

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FXCM Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2014

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Item Number	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	1
Condensed Consolidated Statements of Financial Condition - September 30, 2014 (Unaudited) and December 31, 2013	1
Condensed Consolidated Statements of Operations (Unaudited) - Three and Nine Months Ended September 30, 2014 and 2013	2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and Nine Months Ended September 30, 2014 and 2013	3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - Nine Months Ended September 30, 2014	4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2014 and 2013	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3. Quantitative and Qualitative Disclosures About Market Risk	65
Item 4. Controls and Procedures	67
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	68
Item 1A. Risk Factors	68
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3. Defaults Upon Senior Securities	69
Item 4. Mine Safety Disclosures	69
Item 5. Other Information	69
Item 6. Exhibits	69
SIGNATURES	71

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains 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,which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013 and as updated in this Quarterly Report. Additional risk factors may be described from time to time in our future filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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PART I

Item 1 — Financial Statements

FXCM Inc. Condensed Consolidated Statements of Financial Condition

	September 30, 2014 (Unaudited)			December 31, 2013

	(Amounts in thousands, except share data)
Assets
Current assets
Cash and cash equivalents	$	326,730		$	365,245
Cash and cash equivalents, held for customers	1,332,399			1,190,880
Restricted time deposits	3,648			—
Trading securities	633			—
Due from brokers	32,960			5,450
Accounts receivable and other receivables, net	20,344			19,806
Deferred tax asset	5,215			11,910
Total current assets	1,721,929			1,593,291
Restricted time deposits	5,472			—
Deferred tax asset	174,309			166,576
Office, communication and computer equipment, net	48,438			49,165
Goodwill	326,100			307,936
Other intangible assets, net	66,224			76,713
Notes receivable	9,608			5,950
Other assets	32,329			24,316
Total assets	$	2,384,409		$	2,223,947
Liabilities and Equity
Current liabilities
Customer account liabilities	$	1,332,399		$	1,190,880
Accounts payable and accrued expenses	56,773			69,697
Credit agreement	30,000			—
Notes payable	7,460			9,800
Due to brokers	916			8,652
Securities sold, not yet purchased	3,815			—
Deferred tax liability	218			—
Due to related parties pursuant to tax receivable agreement	20,276			18,588
Total current liabilities	1,451,857			1,297,617
Deferred tax liability	3,078			3,687
Due to related parties pursuant to tax receivable agreement	131,562			131,670
Senior convertible notes	150,236			146,303
Other liabilities	6,052			9,289
Total liabilities	1,742,785			1,588,566
Commitments and Contingencies (see Note 15)
Stockholders’ Equity
Class A common stock, par value $0.01 per share; 3,000,000,000 shares authorized, 46,204,590 and 44,664,884 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	462			447
Class B common stock, par value $0.01 per share; 1,000,000 shares authorized, 34 and 41 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	1			1
Additional paid-in capital	260,231			245,426
Retained earnings	9,485			16,352
Accumulated other comprehensive loss	(7,487		)	(5,344		)
Total stockholders’ equity FXCM Inc.	262,692			256,882
Non-controlling interests	378,932			378,499
Total stockholders’ equity	641,624			635,381
Total liabilities and stockholders’ equity	$	2,384,409		$	2,223,947

See accompanying notes to the unaudited condensed consolidated financial statements.

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FXCM Inc.

Condensed Consolidated Statements of Operations (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

	(Amounts in thousands, except per share data)
Revenues
Retail trading revenue	$	87,826		$	86,974		$	244,222		$	282,296
Institutional trading revenue	24,417			22,856			72,354			82,204
Trading revenue	112,243			109,830			316,576			364,500
Interest income	637			537			1,893			1,886
Brokerage interest expense	(199		)	(63		)	(459		)	(187		)
Net interest revenue	438			474			1,434			1,699
Other income	3,466			2,944			11,072			10,046
Total net revenues	116,147			113,248			329,082			376,245
Operating Expenses
Compensation and benefits	27,572			28,809			86,283			78,929
Allocation of net income to Lucid members for services provided	1,483			2,996			6,771			18,000
Total compensation and benefits	29,055			31,805			93,054			96,929
Referring broker fees	20,998			20,709			56,615			64,481
Advertising and marketing	5,071			6,305			18,652			19,813
Communication and technology	13,434			10,111			37,684			28,231
Trading costs, prime brokerage and clearing fees	8,021			6,809			24,257			23,708
General and administrative	17,219			27,949			48,898			53,843
Depreciation and amortization	15,041			12,849			40,793			37,304
Total operating expenses	108,839			116,537			319,953			324,309
Total operating income (loss)	7,308			(3,289		)	9,129			51,936
Other Expense
Loss on equity method investments, net	376			183			910			728
Interest on borrowings	3,028			2,869			9,121			4,976
Income (loss) before income taxes	3,904			(6,341		)	(902		)	46,232
Income tax provision	1,144			2,444			1,648			16,793
Net income (loss)	2,760			(8,785		)	(2,550		)	29,439
Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC	1,538			(3,133		)	1,756			21,190
Net loss attributable to other non-controlling interests	(1,170		)	(530		)	(5,697		)	(3,613		)
Net income (loss) attributable to FXCM Inc.	$	2,392		$	(5,122	)	$	1,391		$	11,862

Weighted average shares of Class A common stock outstanding:
Basic	42,963			33,718			40,108			30,983
Diluted	43,819			34,469			42,367			32,009
Net income (loss) per share attributable to stockholders of Class A common stock of FXCM Inc.:
Basic	$	0.06		$	(0.15	)	$	0.03		$	0.38
Diluted	$	0.05		$	(0.15	)	$	0.03		$	0.37
Dividends declared per common share	$	0.06		$	0.06		$	0.18		$	0.18

See accompanying notes to the unaudited condensed consolidated financial statements.

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FXCM Inc.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

	(Amounts in thousands)
Net income (loss)	$	2,760		$	(8,785	)	$	(2,550	)	$	29,439
Other comprehensive (loss) income
Foreign currency translation (loss) gain	(8,366		)	5,171			(3,643		)	(7,563		)
Income tax (benefit) expense	(58		)	19			108			(108		)
Other comprehensive (loss) income, net of tax	(8,308		)	5,152			(3,751		)	(7,455		)
Comprehensive (loss) income	(5,548		)	(3,633		)	(6,301		)	21,984
Comprehensive (loss) income attributable to non-controlling interest in FXCM Holdings, LLC	(2,085		)	(655		)	163			16,634
Comprehensive loss attributable to other non-controlling interests	(1,185		)	(530		)	(5,712		)	(3,613		)
Comprehensive (loss) income attributable to FXCM Inc.	$	(2,278	)	$	(2,448	)	$	(752	)	$	8,963

See accompanying notes to the unaudited condensed consolidated financial statements.

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FXCM Inc.

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)

(Amounts in thousands, except share amounts)



				FXCM Inc.
	Non-controlling Interests			Retained Earnings			Accumulated Other Comprehensive Loss			Additional Paid-in Capital			Common Stock - Class B				Common Stock - Class A				Total Stockholders’ Equity
													Shares		Dollars		Shares		Dollars
Balance as of January 1, 2014	$	378,499		$	16,352		$	(5,344	)	$	245,426		41		$	1	44,664,884		$	447	$	635,381
Net (loss) income	(3,941		)	1,391			—			—			—		—		—		—		(2,550		)
Other comprehensive loss, net of tax	(1,608		)	—			(2,143		)	—			—		—		—		—		(3,751		)
Comprehensive (loss) income	(5,549		)	1,391			(2,143		)	—			—		—		—		—		(6,301		)
Class A common stock
Repurchase of Class A common stock	(175		)	—			—			(469		)	—		—		(45,985	)	—		(644		)
Equity based compensation	5,662			—			—			5,435			—		—		163,832		1		11,098
Dividends on Class A common stock	—			(8,258		)	—			—			—		—		—		—		(8,258		)
Exchange of Holdings units to Class A common stock (see Note 9)	(6,328		)	—			—			6,317			(6	)	—		1,155,359		11		—
Assignment of transferees	—			—			—			—			(1	)	—		—		—		—
Stock options exercised	1,080			—			—			2,525			—		—		266,500		3		3,608
Effects of Tax Receivable Agreement	—			—			—			997			—		—		—		—		997
Contributions - other non-controlling interests	10,819			—			—			—			—		—		—		—		10,819
Distributions - non-controlling members	(5,076		)	—			—			—			—		—		—		—		(5,076		)
Balance as of September 30, 2014	$	378,932		$	9,485		$	(7,487	)	$	260,231		34		$	1	46,204,590		$	462	$	641,624

See accompanying notes to the unaudited condensed consolidated financial statements.

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FXCM Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)



	Nine Months Ended September 30,
	2014			2013
	(Amounts in thousands)
Cash Flows From Operating Activities
Net (loss) income	$	(2,550	)	$	29,439
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation and amortization	40,793			37,304
Equity-based compensation	10,238			9,896
Deferred tax expense	5,051			10,982
Gain on Follow-on Payment	(3,672		)	—
Loss on disposal of fixed assets	10			126
Amortization of deferred bond discount	3,933			1,644
Amortization of deferred financing cost	1,381			815
Loss on equity investment	910			728
Remeasurement of tax receivable agreement liability	(360		)	—
Changes in operating assets and liabilities
Cash and cash equivalents, held for customers	(140,468		)	(73,145		)
Restricted time deposits	(9,120		)	—
Trading securities	(633		)	—
Due from brokers	(27,510		)	7,135
Accounts receivable, net	(1,393		)	(3,570		)
Tax receivable	(5,160		)	2,973
Other assets	(960		)	2,623
Customer account liabilities	141,519			73,503
Accounts payable and accrued expenses	(13,829		)	26,607
Other liabilities	436			728
Payments for tax receivable agreement	(3,707		)	(4,079		)
Due to brokers	(7,736		)	18,583
Securities sold, not yet purchased	3,815			—
Foreign currency remeasurement gain (loss)	345			(1,513		)
Net cash (used in) provided by operating activities	(8,667		)	140,779
Cash Flows From Investing Activities
Purchases of office, communication and computer equipment	(16,320		)	(16,792		)
Purchase of intangible assets	(9,789		)	(35		)
Acquisition of business, net of cash acquired	(21,791		)	(26,812		)
Issuance of notes receivable	(1,500		)	—
Payments for equity investment	—			(3,000		)
Net cash (used) in investing activities	(49,400		)	(46,639		)
Cash Flows From Financing Activities
Distributions - non-controlling members	(4,281		)	(10,621		)
Contributions from other non-controlling members	2,540			—
Dividends paid	(8,258		)	(6,923		)
Proceeds from exercise of stock options	3,608			21,877
Stock repurchase	(644		)	(16,312		)
Proceeds from issuance of senior convertibles notes, net	—			166,467
Purchase of convertible note hedges	—			(29,101		)
Proceeds from sale of warrants	—			18,578
Borrowings under the credit agreement	60,000			10,000
Payments on borrowings under the credit agreement	(30,000		)	(95,000		)
Net cash provided by financing activities	22,965			58,965
Effect of foreign currency exchange rate changes on cash and cash equivalents	(3,413		)	(3,492		)
Net (decrease) increase in cash and cash equivalents	(38,515		)	149,613
Cash and Cash Equivalents
Beginning of year	365,245			272,332
End of period	$	326,730		$	421,945
Supplemental disclosures of cash flow activities
Cash paid for taxes	$	407		$	3,199
Cash paid for interest	$	2,762		$	1,207
Supplemental disclosure of non-cash investing activities
Notes receivable credited towards consideration for acquisition of business	$	11,942		$	—
Supplemental disclosure of non-cash financing activities
Exchange of Holdings Units for shares of Class A common stock	$	6,328		$	45,792
Non-cash distribution- non-controlling members	$	795		$	—
Business acquisition consideration payable	$	—		$	15,300
Notes issued for non-controlling interest	$	8,279		$	—
Non-controlling interest - Faros Trading LLC	$	—		$	15,569
Follow-on Payment for business acquisition	$	—		$	10,631

See accompanying notes to the unaudited condensed consolidated financial statements.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Description of Business and Basis of Presentation

Description of Business

FXCM Inc. (the “Corporation”), a Delaware holding company, is an online provider of foreign exchange (“FX”) trading and related services to retail and institutional customers worldwide. The Corporation operates through its managing membership interest in FXCM Holdings, LLC (“Holdings”), the Corporation’s sole operating asset. Holdings is a majority-owned, controlled and consolidated subsidiary of the Corporation. As used in these notes, the term “Company” collectively refers to the Corporation, Holdings and subsidiaries of Holdings.

Basis of Presentation

Basis of Consolidation

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates those entities in which it is the primary beneficiary of a variable-interest entity ("VIE") as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 810, Consolidations (“ASC 810”), or entities where it has a controlling interest. Intercompany accounts and transactions are eliminated in consolidation.

As indicated above, the Corporation operates and controls all of the businesses and affairs of Holdings and its subsidiaries. As such, the Corporation consolidates the financial results of Holdings and records a non-controlling interest for the economic interest in Holdings not owned by the Corporation. The Corporation’s and the non-controlling unit holders’ economic interest in Holdings was 56.4% and 43.6%, respectively, as of September 30, 2014. The Corporation’s and the non-controlling unit holders’ economic interest in Holdings was 54.8% and 45.2%, respectively, as of December 31, 2013.

Net income attributable to the non-controlling interest in Holdings in the condensed consolidated statements of operations represents the portion of earnings or loss attributable to the economic interest in Holdings held by the non-controlling unit holders. Net income attributable to other non-controlling interests in the condensed consolidated statements of operations represents the portion of net income or loss attributable to the non-controlling interests of Lucid Markets Trading Limited ("Lucid"), Faros Trading LLC ("Faros"), V3 Markets, LLC ("V3") (see Note 3) and other consolidated entities. Net income attributable to the non-controlling interest in Lucid represents the portion of earnings or loss attributable to the 49.9% economic interest held by Lucid non-controlling members whose allocation among the non-controlling members is not contingent upon services being provided. The portion of the 49.9% of Lucid earnings allocated among the non-controlling members of Lucid contingent on services provided is reported as a component of compensation expense under Allocation of net income to Lucid members for services provided in the condensed consolidated statements of operations. Net income or loss attributable to the non-controlling interests in Faros and V3 represent the portion of earnings or loss attributable to the 49.9% economic interest held by Faros and V3 non-controlling members. Net income or loss attributable to the non-controlling interests in other consolidated entities represents the portion of earnings or loss attributable to the economic interests held by the non-controlling members.

Non-controlling interests in the condensed consolidated statements of financial condition represents the portion of equity attributable to the non-controlling interests of Holdings, Lucid, Faros, V3 and other consolidated entities. The allocation of equity to non-controlling interests is based on the percentage owned by the non-controlling interest in the respective entity.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Description of Business and Basis of Presentation (continued)

The Company’s condensed consolidated financial statements include the following significant subsidiaries of Holdings:



Forex Capital Markets L.L.C.	(“US”)
FXCM Asia Limited	(“HK”)
Forex Capital Markets Limited	(“UK LTD”)
FXCM Australia Limited	(“Australia”)
ODL Group Limited	(“ODL”)
FXCM Securities Limited	(“FSL”)
FXCM Japan Securities Co., Ltd.	(“FXCMJ”)
FXCM UK Merger Limited	(“Merger”)
Lucid Markets Trading Limited	(“Lucid”)
Lucid Markets LLP	("Lucid LLP")
Faros Trading LLC	("Faros")
V3 Markets, LLC	("V3")

Investments where the Company is deemed to exercise significant influence, but no control, are accounted for using the equity method of accounting. The Company records its pro-rata share of earnings or losses each period and records any dividends as a reduction in the investment balance. The carrying value of these investments are included in Other assets in the condensed consolidated statements of financial condition and earnings or losses are included in Loss on equity method investments, net in the condensed consolidated statements of operations.

Use of Estimates

The preparation of 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 condensed consolidated financial statements as well as the reported amount of revenue and expenses during the year. Actual results could differ from those estimates and could have a material impact on the consolidated financial statements.

Reclassifications

Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

Interim Financial Statements

The Company believes that the condensed consolidated interim financial statements reflect all adjustments of a normal recurring nature and disclosures that are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. As permitted under Rule 10-01 of the Securities and Exchange Commission Regulation S-X, certain notes or other financial information are condensed or omitted in the interim condensed consolidated financial statements.

Accounting Pronouncement Adopted in 2014

Obligations Resulting from Joint and Several Liability Arrangements

In February 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This standard requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of (i) the amount the entity agreed to pay on the basis of its arrangement among its co-obligors and (ii) any additional amount it expect to pay on behalf of its co-obligors.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Description of Business and Basis of Presentation (continued)

This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of an Investment within a Foreign Entity or of an Investment in a Foreign Entity

In March 2013, the FASB issued ASU No. 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in Foreign Entity. This standard addresses whether consolidation guidance or foreign currency guidance applies to the release of the cumulative translation adjustment into net income when a parent sells all or a part of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or net assets that are a business (other than a sale of in-substance real estate) within a foreign entity. The standard also resolves the diversity in practice for the cumulative translation adjustment treatment in business combinations achieved in stages involving foreign entities.

Under this standard, the entire amount of the cumulative translation adjustment associated with the foreign entity should be released into earnings when there has been: (i) a sale of a subsidiary or group of net assets within a foreign entity and the sale represents a complete or substantially complete liquidation of the foreign entity in which the subsidiary or the net assets had resided; (ii) a loss of a controlling financial interest in an investment in a foreign entity; or (iii) a change in accounting method from applying the equity method to an investment in a foreign entity to consolidating the foreign entity.

This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Presentation of Unrecognized Tax Benefits

In July 2013, the FASB issued ASU No. 2013-11, Presentation of Unrecognized Tax Benefits When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This standard requires a liability related to unrecognized tax benefits to be presented as a reduction to the related deferred tax asset for a net operating loss carryforward or a tax credit carryforward. When the carryforwards are not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the applicable jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit will be presented in the financial statements as a liability and will not be combined with the related deferred tax asset.

This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Reporting Discontinued Operations

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this standard, a discontinued operation will include a disposal of a major part of an entity’s operations and financial results such as a separate major line of business or a separate major geographical area of operations. The standard also raises the threshold to be a major operation but no longer precludes discontinued operations presentation where there is significant continuing involvement or cash flows with a disposed component of an entity. The standard expands disclosures to include cash flows where there is significant continuing involvement with a discontinued operation and the pre-tax profit or loss of disposal transactions not reported as discontinued operations. The standard is effective prospectively for years beginning on or after December 15, 2014, with early application permitted. The Company plans to adopt the standard prospectively on its required effective date of January 1, 2015 and the impact, if any, on the Company’s consolidated financial condition, results of operations or cash flows will be dependent on the nature of future disposals.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard sets out the following five steps an entity should apply to achieve this core principle.

•Identify the contract(s) with a customer.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Description of Business and Basis of Presentation (continued)

•Identify the performance obligations in the contract.

•Determine the transaction price.

•Allocate the transaction price to the performance obligations in the contract.

•Recognize revenue when (or as) the entity satisfies a performance obligation.

For a public entity, the standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial condition, results of operations, cash flows and disclosures and is currently unable to estimate the impact of adopting this guidance.

Note 2. Holdings

The Corporation consolidates the financial results of Holdings whereby it records a non-controlling interest for the economic interest in Holdings not owned by the Corporation. Pursuant to an agreement between the Corporation and Holdings, anytime the Corporation cancels, issues or repurchases shares of its Class A common stock, Holdings enters into an equivalent Holdings unit transaction with the Corporation so that at all times the number of shares of Class A common stock is equal to the Corporation's membership units in Holdings. In addition, anytime Holdings unit holders (other than the Corporation) exchange their units for shares of the Corporation’s Class A common stock, Holdings is required to transfer an equal amount of units to the Corporation.

Changes in the non-controlling and the Corporation’s interests in Holdings for the nine months ended September 30, 2014 are presented in the following table:



	Controlling Units		Non-Controlling Units		Total Units		FXCM Inc.		Non-Controlling		Total
Balance as of January 1, 2014	44,664,884		36,835,821		81,500,705		54.8	%	45.2	%	100.0	%
Holdings units acquired by FXCM Inc. related to exchanges of Holdings units for shares of Class A common stock	1,155,359		(1,155,359	)	—		1.4	%	(1.4	)%	—	%
Holding units repurchased related to Class A common stock repurchased	(45,985	)	—		(45,985	)	—	%	—	%	—	%
Exercise of stock options	266,500		—		266,500		0.1	%	(0.1	)%	—	%
Issuance under equity based compensation	163,832		—		163,832		0.1	%	(0.1	)%	—	%
Balance as of September 30, 2014	46,204,590		35,680,462		81,885,052		56.4	%	43.6	%	100.0	%

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3. Business Acquisition

On January 21, 2014 (the "V3 Acquisition Date"), the Company, through a new entity, V3, created with the non-controlling members of Lucid, completed the acquisition of certain assets of Infinium Capital Holdings LLC ("Infinium") and certain of its affiliates. The acquisition expands the Lucid business model into a broader array of financial instruments and provides more robust connectivity to various financial exchanges. The consideration for the acquisition was approximately $32.5 million consisting of cash, assumed liabilities and the credit of $12.1 million of Infinium senior secured notes plus interest held and exchanged by a subsidiary of the Company. The Company holds a controlling 50.1% interest in V3.

The acquisition was accounted for in accordance with ASC 805, Business Combinations ("ASC 805"). The assets acquired and the non-controlling interest were recorded at their estimated fair values in accordance with ASC 820, Fair Value Measurement ("ASC 820") at the V3 Acquisition Date. Full goodwill of $20.2 million was calculated as the fair value of estimated consideration over the estimated fair value of the net assets acquired. The estimated fair value of the non-controlling interest was $16.2 million and was determined by the fair value of the consideration. Goodwill was allocated at the reporting unit level in the Institutional segment based on an analysis of the fair value of assets acquired. V3 is included in the Institutional segment for purposes of segment reporting (see Note 20).

Subsequent to the acquisition date, the purchase price was decreased by $0.9 million, due to the final determination of the assumed liabilities. In connection with this purchase price adjustment, the initial goodwill recorded was reduced by $0.8 million to $19.4 million.

V3 Purchase Price Allocation ^(¹)



(Amounts in thousands)
Purchase price			$	15,825
Non-Controlling interest			15,762
Total fair value at Acquisition Date			31,587
Net assets acquired	$	10,210
Adjustments to reflect acquired assets and liabilities at fair value
Trading platform⁽²⁾	950
Processing platform ⁽³⁾	150
Non-compete agreement ⁽⁴⁾	450
Executory contract ⁽⁵⁾	470
Fair value of net assets acquired			12,230
Goodwill resulting from the V3 acquisition			$	19,357

__________________



	⁽¹⁾	The amounts included in the V3 Purchase Price Allocation table represent the allocation of the purchase price and includes revisions made during the 12 month remeasurement period from the V3 Acquisition Date.
	⁽²⁾	Consists of internally developed software platforms that support trade execution, with an amortization life of 4 years.
	⁽³⁾	Consists of an internally developed software platform that supports trading, with an amortization life of 5 years.
	⁽⁴⁾	Amortization life is 1 year.
	⁽⁵⁾	Consists of a service agreement relating to fiber optics, wireless and other services, with an amortization life of 3 years.

The amounts included in the V3 Purchase Price Allocation table represent the preliminary allocation of the purchase price and are subject to revision during the measurement period, a period not to exceed 12 months from the V3 Acquisition

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3. Business Acquisition (continued)

Date. Adjustments to the provisional values during the measurement period will be pushed back to the date of acquisition. Comparative information for periods after acquisition but before the period in which the adjustments were identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill.

Condensed Statement of Net Assets Acquired

The following condensed statement of net assets acquired reflects the amounts of V3 net assets recognized as of the V3 Acquisition Date, with amounts in thousands:



	As of January 21, 2014
Assets
Office, communication and computer equipment, net	$	973
Intangible assets	2,020
Exchange memberships and common equity shares	6,429
Equity method investments, net	1,523
Other assets	1,392
Total assets	$	12,337
Liabilities	(107		)
Fair value of net assets acquired	$	12,230

Condensed Combined Financial Information:

The following condensed financial information presents the resulting operations of V3 from the V3 Acquisition Date to September 30, 2014, with amounts in thousands:



	For the period January 21, 2014 to September 30, 2014
Total revenue	$	14,384
Net loss	$	(2,052	)

Faros

On September 20, 2013 (the “Faros Acquisition Date”), the Company acquired a 50.1% controlling interest in Faros. Faros is a global leader in foreign exchange intelligence, market coverage, and execution services to the institutional foreign exchange market. The acquisition further expands the Company's presence and capabilities in the institutional marketplace. As consideration, the Company provided an initial cash payment of $5.0 million (the “Initial Payment”) and a follow-on payment (the “ Follow-on Payment”) to be made in 2015 in an amount to be determined, based on the purchase agreement (the “Faros Purchase Agreement”) estimated at $10.6 million on the Faros Acquisition Date for a total estimated purchase price of $15.6 million. Pursuant to the terms of the Faros Purchase Agreement, the Follow-on Payment is payable partly in shares of the Corporation’s Class A common stock to one of the Faros sellers if certain criteria are met. Under the terms of the Faros Purchase Agreement, any of the Corporation’s Class A common stock issued to the Faros seller will be restricted for sale until September 2021 if the Faros seller ceases to be employed by Faros as of either December 31, 2015 or December 31, 2016 for reasons other than death, disability or the sale of the majority of the Corporation’s combined voting power. This restriction ("Faros Liquidity Restriction") has an estimated fair value of $0.4 million and is accounted for as deferred compensation and recognized over the term of the restriction.

The Company has the option to buy out the remaining interest of the Faros sellers subject to the terms of the Faros Purchase Agreement. In the event the buyout is not exercised by the Company by December 31, 2017, the sellers have the right to market Faros for sale of all the membership interests of Faros.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3. Business Acquisition (continued)

The fair value of the Follow-on Payment is included in Other liabilities in the condensed consolidated statements of financial condition. Changes in the fair value of the Follow-on Payment subsequent to the Faros Acquisition Date are recognized in earnings in the period in which the change is recorded. The Company estimated the fair value of the Follow-on Payment using both a discounted cash flow model and guideline public company model. This fair value measurement is based on significant inputs not observed in the market and thus represents Level III instruments as defined by ASC 820 (see Note 17). The discount rate considered in the assessment of the $10.6 million Follow-on Payment at the Faros Acquisition Date was 25.0%. In December 2013, the Company recorded a reduction to the Follow-on Payment of $6.9 million. In March 2014, the Company reduced the Follow-on Payment by the remaining $3.7 million. The $3.7 million decrease in the estimated fair value of the Follow-on Payment was recorded in Other income in the condensed consolidated statements of operations. The decline in the estimated fair value of the Follow-on Payment is due to lowering our Faros earnings before income taxes and depreciation ("EBITDA") estimate. The Company reassessed the Follow-on Payment liability at September 30, 2014 and determined that a fair value of zero was still appropriate.

The Acquisition was accounted for in accordance with ASC 805. The assets acquired, liabilities assumed and non-controlling interest were recorded at their estimated fair values in accordance with ASC 820 at the Acquisition Date as summarized in the table below. Full goodwill of $23.0 million was calculated as the fair value of estimated consideration over the estimated fair value of the net assets acquired. The estimated fair value of the non-controlling interest was $15.6 million, and was determined by valuing Faros using a discounted cash flow model and guideline public company model, less the Initial Payment and the Follow-on Payment. The estimate of the fair value of the non-controlling interest is based on an assumed discount rate of 25.0%, long term annual earnings growth rate of 3.0% and assumed adjustments due to the lack of control that market participants would consider when estimating the fair value of the non-controlling interest in Faros. Goodwill was allocated at the reporting unit level in the Institutional segment based on an analysis of the fair value of assets acquired and expected future benefits of synergies created from combining the Faros market making business with the Company's foreign exchange trading expertise. Faros is included in the Institutional segment for purposes of segment reporting (see Note 20).

Faros Purchase Price Allocation



(Amounts in thousands)
Purchase price			$	15,631
Non-Controlling interest			15,569
Total fair value at Acquisition Date			31,200
Net assets acquired	$	137
Adjustments to reflect acquired assets and liabilities at fair value
Customer relationships ⁽¹⁾	6,000
Non-compete agreement ⁽²⁾	1,900
Trade name ⁽³⁾	130
Fair value of net assets acquired			8,167
Goodwill resulting from the Faros acquisition			$	23,033

__________________



⁽¹⁾	Consists of institutional and bank customers, with an amortization life of 4 years.
⁽²⁾	Amortization life is 9 years.
⁽³⁾	Amortization life is 3 year.

The amounts included in the Faros Purchase Price Allocation table represent the preliminary allocation of the purchase price as well as revisions made during the measurement period, a period not to exceed 12 months from the Faros Acquisition Date. Adjustments to the provisional values during the measurement period were pushed back to the date of acquisition. Comparative information for periods after acquisition but before the period in which the adjustments were identified were adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to the amounts recorded as assets and liabilities resulted in a corresponding adjustment to goodwill.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3. Business Acquisition (continued)

Condensed Statement of Net Assets Acquired

The following condensed statement of net assets acquired reflects the amounts of Faros net assets recognized as of the Faros Acquisition Date, with amounts in thousands:



	As of September 20, 2013
Assets
Cash and cash equivalents	$	1,055
Accounts receivable, net	40
Office, communication and computer equipment, net	31
Intangible assets	8,030
Other assets	76
Total assets	$	9,232
Liabilities
Accounts payable and accrued expenses	$	1,065
Total liabilities	$	1,065
Fair value of net assets acquired	$	8,167

Contingencies and Accounts Receivable

There were no contingent liabilities recorded in the fair value of net assets acquired as of the Faros Acquisition Date and the fair value of net assets acquired includes accounts receivables with book value that approximates fair value. There was no reserve netted against receivables as of the Faros Acquisition Date. The Company has collected all material accounts receivable amounts as of September 30, 2014.

Pro Forma Condensed Combined Financial Information

The Company's pro forma condensed combined financial information for the acquisitions completed in 2014 (i.e. V3), and 2013 (i.e., Faros) are presented as they may have appeared if all acquisitions had been completed on January 1, 2014 and 2013, with amounts in thousands:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014			2013
Total revenue	$	116,147	$	124,181		$	329,082		$	416,843
Net income (loss) before non-controlling interest	$	2,760	$	(9,249	)	$	(4,615	)	$	33,856

These pro forma results for nine months ended September 30, 2014 and 2013 primarily include the related tax impact as well as the adjustments for the intangible assets acquired.

Acquisition-related Costs

Acquisition-related transaction costs for the V3 acquisition were nil and $1.2 million for the three and nine months ended September 30, 2014, respectively. Acquisition-related transaction costs for the three and nine months ended September 30, 2013 were not material. Acquisition-related transaction costs are included in General and administrative expense in the condensed consolidated statements of operations.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 4. Restricted Time Deposits

During the quarter ended September 30, 2014, FXCMJ established a $3.6 million, 0.025%, three months time deposit and a $5.5 million, 0.025%, one year time deposit with Sumitomo Mitsui Banking Corporation (“SMBC”). The time deposits secure a letter of guarantee issued by SMBC on behalf of FXCMJ and may be withdrawn under limited circumstances subject to the financial covenants of the letter of guarantee. As a result of the restriction on withdrawal, the time deposits are presented separately in the condensed consolidated statements of financial condition.

Note 5. Trading Securities

Equity securities purchased with the intent to sell in the near-term are classified as trading securities and are carried at their fair value based on the quoted market prices of the securities in active markets. As of September 30, 2014 and December 31, 2013, trading securities amounted to $0.6 million and nil, respectively.

Net realized and unrealized gains and losses on trading securities are included in Institutional trading revenue in the condensed consolidated statements of operations. For the purpose of determining realized gains and losses, the cost of securities sold is based on specific identification.

For the three and nine months ended September 30, 2014, net realized and unrealized gains or losses related to trading securities were gains of $2.3 million and $3.3 million, respectively. There were no realized or unrealized gains or losses related to trading securities for the three and nine months ended September 30, 2013.

Note 6. Accounts Receivable and Other Receivables

Accounts and other receivables consisted of the following:



	September 30, 2014	December 31, 2013
Accounts receivable, net	11,323	9,953
Notes receivable	—	5,992
Tax receivable	9,021	3,861
Total accounts and other receivables	20,344	19,806

Note 7. Equity Method Investments

On December 4, 2012, the Company completed the acquisition of a non-controlling equity interest in an electronic communication network for foreign exchange trading. As the Company holds a 35.3% equity interest and exerts significant influence, the investment is accounted for using the equity method and is included in the institutional segment for purposes of segment reporting (see Note 20). The Company also has a 21.8% equity interest in a developer of FX trading software which is accounted for using the equity method and is included in the corporate segment for purposes of segment reporting.

In conjunction with the V3 acquisition on January 21, 2014, the Company acquired a 66.3% non-controlling interest in a limited liability company ("LLC") that holds a 17.26% interest in a firm that delivers investment information to investment professionals. As of September 30, 2014, the other members of the LLC had not yet consented to the transfer of the 66.3% non-controlling interest to the Company. Until such consent is received, the Company is only entitled to its share of profits, losses and distributions and the Company does not have any right to participate in the management of the business and affairs of the LLC, including participating in major decisions. Accordingly, the Company’s interest is accounted for using the equity method and is included in the institutional segment for purposes of segment reporting (see Note 20).

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 7. Equity Method Investments (continued)

As of September 30, 2014 and December 31, 2013, the Company’s carrying values of equity method investments were $10.4 million and $9.8 million, respectively, and are included as a component of Other assets in the condensed consolidated statements of financial condition.

Loss on equity method investments was $0.4 million and $0.9 million for the three and nine months ended September 30, 2014, respectively, and is included in Loss on equity method investments, net in the condensed consolidated statements of operations. Loss on equity method investments was $0.2 million and $0.7 million for the three and nine months ended September 30, 2013, respectively, and is included in Loss on equity method investments, net in the condensed consolidated statements of operations.

The Company did not receive any dividend distributions from its equity method investments during the three and nine months ended September 30, 2014. Dividends received from the Company's equity method investments during the three and nine months ended September 30, 2013 were not material.

Note 8. Earnings per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive instruments that were outstanding during the period. The Company uses the treasury stock method in accordance with ASC 260, Earnings per Share (“ASC 260”), to determine diluted EPS.

In accordance with ASC 260, all outstanding unvested share-based payments that contain rights to non-forfeitable dividends participate in the undistributed earnings with the common stockholders and are therefore participating securities. The shares of Class B common stock do not share in the earnings of the Company and are therefore not participating securities. Accordingly, basic and diluted net earnings per share of Class B common stock have not been presented.

During the nine months ended September 30, 2014 and 2013, stock options granted to certain employees, non-employees and independent directors in the aggregate of 1,039,490 and 7,611,390, respectively, were not included in the computation of earnings per common share because they were antidilutive under the treasury method.

The Company issued 7.2 million shares of the Corporation’s Class A common stock in connection with the Lucid acquisition subject to the achievement of certain targets related to the financial performance of Lucid (the "Profit Targets"). The Lucid sellers achieved the Profit Targets for the first anniversary shares during the quarter ended June 30, 2013 and received 1.2 million shares in June 2013. During the nine months ended September 30, 2014, the Lucid sellers achieved the Profit Targets for the 3.0 million second anniversary shares and these shares are included in the computation of basic and diluted EPS for the three and nine months ended September 30, 2014. If the third anniversary Profit Targets are achieved, the Lucid sellers are entitled to receive 3.0 million shares on the third anniversary of the acquisition date of June 18, 2012. In accordance with ASC 260, the third anniversary shares are considered contingently issuable shares. Accordingly, the third anniversary shares are considered outstanding common shares and included in basic EPS as of the date that all necessary conditions to receiving the shares have been satisfied (that is, when issuance of the shares is no longer contingent) and there is no circumstance under which those shares would not be issued. In accordance with ASC 260, shares are included in diluted EPS if all necessary conditions have been satisfied by the end of the period.

As described in Note 14, in June 2013 FXCM Inc. issued $172.5 million principal amount of 2.25% senior convertible notes maturing on June 15, 2018 (the “Convertible Notes”). The Convertible Notes will be convertible at an initial conversion rate of 53.2992 shares of the Corporation's Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $18.76. In accordance with ASC 260, the shares of the Corporation's Class A common stock issuable upon conversion of the Convertible Notes are included in the calculation of diluted EPS to the extent that the conversion value of the securities exceeds the principal amount. For diluted EPS purposes, the number of shares of the Corporation's Class A common stock that is necessary to settle such excess is considered issued. For the three and nine months ended September 30, 2014, the conversion value did not exceed the principal amount and therefore the conversion effect was not included in the computation of diluted EPS because it was antidilutive under the treasury method.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 8. Earnings per Share (continued)

As described in Note 14, the Company also entered into a warrant transaction whereby the Company sold to the counterparties warrants to purchase shares of the Corporation's Class A common stock. For the three and nine months ended September 30, 2014, the warrants were not included in the computation of diluted EPS because they were antidilutive under the treasury method.

Additionally, the non-controlling members of Holdings have the right to exchange their Holdings units for shares of the Corporation’s Class A common stock on a one-for-one basis at fair value, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These shares were also excluded from the computation of dilutive EPS because they were antidilutive under the treasury method. During the three and nine months ended September 30, 2014, certain members of Holdings exchanged 0.1 million and 1.2 million, respectively, of their Holdings units, on a one-for-one basis, for shares of Class A common stock of the Corporation.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations, with amounts in thousands except per share data:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014		2013
Basic and diluted net income (loss) per share:
Numerator
Net income (loss) available to holders of Class A common stock	$	2,392	$	(5,122	)	$	1,391	$	11,862
Earnings allocated to participating securities	—		—			—		—
Earnings available for common stockholders	$	2,392	$	(5,122	)	$	1,391	$	11,862
Denominator for basic net income per share of Class A common stock
Weighted average shares of Class A common stock	42,963		33,718			40,108		30,983
Add dilutive effect of the following:
Weighted average of Lucid's first anniversary shares issued on June 18, 2013	—		—			—		738
Weighted average of Lucid's second anniversary shares issued on June 18, 2014	—		—			1,381		—
Stock options	856		751			878		288
Convertible note hedges	—		—			—		—
Warrants	—		—			—		—
Dilutive weighted average shares of Class A common stock	43,819		34,469			42,367		32,009

Basic income (loss) per share of Class A common stock	$	0.06	$	(0.15	)	$	0.03	$	0.38
Diluted income (loss) per share of Class A common stock	$	0.05	$	(0.15	)	$	0.03	$	0.37

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 9. Related Party Transactions

Amounts receivable from, and payable to, related parties are set forth below, with amounts in thousands:



	September 30, 2014		December 31, 2013
Receivables
Advances to Holdings non-controlling members	$	305	$	940
Accounts receivable - Lucid non-controlling members	968		—
Notes receivable and interest - Lucid non-controlling members	8,203		—
Advances to employees	720		826
	$	10,196	$	1,766
Payables
Guarantee agreement ("Monetary Guaranty")	$	6,561	$	8,363
Employees	1,797		708
Shareholders with greater than 5% ownership in the Company	—		200
Due to Lucid non-controlling members in connection with the allocation of net income to Lucid non-controlling members for services provided	7,159		9,826
Due to Lucid non-controlling members in connection with trade settlements	—		169
Notes payable to Lucid non-controlling members in connection with the acquisition	7,460		9,800
Tax receivable agreement	151,838		150,257
Follow-on Payment	—		3,672
	$	174,815	$	182,995

The Company has advanced funds for withholding taxes to several non-controlling members of Holdings. The outstanding balance as of September 30, 2014 and December 31, 2013, included in the table above, is included in Accounts receivable, net in the condensed consolidated statements of financial condition.

As described in Note 3, V3 was formed by the Company and the non-controlling members of Lucid. The Company contributed capital of approximately $16.3 million and the non-controlling members of Lucid contributed capital of approximately $16.2 million. The non-controlling members of Lucid borrowed approximately $8.1 million from the Company to assist with funding their portion of the capital contribution, which is included in Notes receivable in the condensed consolidated statements of financial condition as of September 30, 2014. The amount borrowed is due in 2017 and bears interest at the rate of 2% per annum. Interest income related to the notes receivable was not material for the three and nine months ended September 30, 2014 and nil for the three and nine months ended September 30, 2013.

Included in Accounts receivable in the condensed consolidated statements of financial condition is an additional $0.2 million for the Lucid non-controlling members’ capital contributions in connection with the V3 acquisition and $0.8 million of advances to the Lucid non-controlling members.

The Company has advanced funds to several employees. The outstanding balances as of September 30, 2014 and December 31, 2013, included in the table above, are included in Accounts receivable, net in the condensed consolidated statements of financial condition.

Customer account liabilities in the condensed consolidated statements of financial condition include balances for employees and shareholders with greater than 5% ownership in the Company.

UK LTD is party to an arrangement with Global Finance Company (Cayman) Limited (“Global Finance”) and Master Capital Group, S.A.L. (“Master Capital”). A shareholder of the Company beneficially owns more than 90% of the equity of Global Finance and Master Capital. Pursuant to such arrangement, Global Finance and Master Capital are permitted to use the brand name “FXCM” and our technology platform to act as the Company’s local presence in certain countries in the Middle East and North Africa (“MENA”). UK collects and remits to Global Finance and Master Capital fees and commissions charged

FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 9. Related Party Transactions (continued)

by Global Finance and Master Capital to customers in MENA countries. For the three and nine months ended September 30, 2014, these fees and commissions were approximately $0.3 million and $0.9 million, respectively, and are included in the condensed consolidated statements of operations in Referring broker fees. For the three and nine months ended September 30, 2013 these fees and commissions were approximately $0.4 million and$1.2 million, respectively, and are included in Referring broker fees in the condensed consolidated statements of operations. As of September 30, 2014, the shareholder described above beneficially owns less than 5% of the Corporation's Class A common stock.

In August 2012, the Company entered into a master guaranty agreement (the “Method Guaranty”) with Method Credit Fund (“Method”), a Cayman Island company, owned by certain directors and shareholders of the Company, including several of the Company’s executive officers. Pursuant to the Method Guaranty, Method unconditionally guaranteed the obligations of certain counterparties that maintained a margin account with the Company. The Method Guaranty required Method to maintain a cash collateral account held by the Company equal to the aggregate amount of margin extended to all counterparties covered by the Method Guaranty. In exchange for this unconditional guaranty, the Company remitted a fee to Method determined on a counterparty by counterparty basis which was agreed upon by the Company, Method and the respective counterparty. The agreement was terminated in November 2013 and upon termination, the aggregate amount of margin extended under the Method Guaranty was reduced to zero. As of September 30, 2014 and December 31, 2013, the aggregate amount of margin extended under the Method Guaranty was zero. During the three and nine months ended September 30, 2013, no payments were made by Method to the Company to satisfy a guaranteed counterparty obligation. For the three and nine months ended September 30, 2013, fees collected from counterparties and subsequently remitted to Method by the Company were not material and are included in Referring broker fees in the condensed consolidated statements of operations.

In November 2013, the Company entered into a master guaranty agreement (the “Monetary Guaranty”) with Monetary Credit Group LLC (“Monetary”), a newly formed Texas limited liability company, owned by certain directors and shareholders of the Company, including several of the Company’s executive officers. Pursuant to the Monetary Guaranty, Monetary unconditionally guarantees the obligations of certain counterparties that maintain a margin account with the Company. The Monetary Guaranty requires Monetary to maintain a cash collateral account held by the Company equal to the aggregate amount of margin extended to all counterparties covered by the Monetary Guaranty. In exchange for this unconditional guaranty, the Company remits a fee to Monetary determined on a counterparty by counterparty basis which is agreed upon by the Company, Monetary and the respective counterparty. The Monetary Guaranty may be terminated by either the Company or Monetary at any time provided that if Monetary elects to terminate there are no guaranteed obligations outstanding. As of September 30, 2014 and December 31, 2013, the aggregate amount of margin extended under the Monetary Guaranty was $12.9 million and $4.5 million, respectively. During the three and nine months ended September 30, 2014, no payments were made by Monetary to the Company to satisfy a guaranteed counterparty obligation. For the three and nine months ended September 30, 2014, fees collected from counterparties and subsequently remitted to Monetary by the Company under the Monetary Guaranty were $0.3 million and $0.5 million, respectively, and are included in Referring broker fees in the condensed consolidated statements of operations. As of September 30, 2014 and December 31, 2013, the Company held cash collateral related to the Monetary Guaranty in the amount of $6.6 million and $8.4 million, respectively, which is included in Cash and cash equivalents, held for customers and Customer account liabilities in the condensed consolidated statements of financial condition.

Accounts payable and accrued expenses in the condensed consolidated statements of financial condition include a balance of nil and $0.2 million of advances from certain Lucid non-controlling members as of September 30, 2014 and December 31, 2013, respectively. Accounts payable and accrued expenses also include $7.2 million and $9.8 million related to the Allocation of net income to Lucid members for services provided as of September 30, 2014 and December 31, 2013, respectively (see Note 1).

Notes payable of $7.5 million and $9.8 million, included in the condensed consolidated statements of financial condition as of September 30, 2014 and December 31, 2013, respectively, represent the amount borrowed from the Lucid non-controlling members in connection with the Lucid acquisition. Interest expense related to the unsecured promissory notes was not material for the three and nine months ended September 30, 2014 and 2013 (see Note 14).

Other liabilities in the condensed consolidated statements of financial condition include the Faros Follow-on Payment of nil and $3.7 million as of September 30, 2014 and December 31, 2013, respectively (see Note 3).

FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 9. Related Party Transactions (continued)

Exchange Agreement

The members of Holdings (other than the Corporation) entered into an exchange agreement under which they (or certain permitted transferees thereof) have the right (subject to the terms of the exchange agreement as described therein), to exchange their Holdings units for shares of the Corporation’s Class A common stock on a one-for-one basis at fair value, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. During the nine months ended September 30, 2014 and 2013, certain members of Holdings exchanged 1.2 million and 8.6 million, respectively, of their Holdings units, on a one-for-one basis, for shares of Class A common stock of the Corporation pursuant to the exchange agreement.

Payments under Tax Receivable Agreement

The Corporation entered into a tax receivable agreement with the members of Holdings (other than the Corporation) that will provide for the payment by the Corporation to Holdings’ members (other than the Corporation) as defined therein. The aggregate payments due under the tax receivable agreement were $151.8 million and $150.3 million as of September 30, 2014 and December 31, 2013, respectively. During the nine months ended September 30, 2014, payments of $3.7 million were made pursuant to the tax receivable agreement.

Note 10. Stock-Based Compensation

The Company has a long term incentive plan (the “LTIP”) that provides for the grant of stock options to purchase shares of the Corporation’s Class A common stock to its employees (“Employee Stock Options”) and the independent members of the board of directors (“Independent Directors Options”) (collectively, the “Stock Options”). The Employee Stock Options have a contractual term of seven years and a four-year graded vesting schedule. The Independent Directors Options also have a seven-year contractual term but vest on the first anniversary after the grant date. Under the terms of the LTIP, the Company may issue new shares or treasury shares upon share option exercise.

During the nine months ended September 30, 2014, the Company granted 83,490 Independent Director Options and 565,000 Employee Stock Options.

The following table summarizes the Company’s stock options activity as of September 30, 2014 and changes for the nine months then ended:



Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at January 1, 2014	7,607,800		$	13.48	4.3
Granted	648,490		$	16.28
Exercised	(266,500	)	$	13.54
Forfeited or expired	(209,900	)	$	13.10
Outstanding as of September 30, 2014	7,779,890		$	13.72	3.81
Vested or expected to vest at September 30, 2014	7,704,862		$	13.73	3.81
Exercisable as of September 30, 2014	4,632,150		$	13.52	3.43

The weighted-average grant date fair value of options granted during the nine months ended September 30, 2014 and 2013 was $5.66 and $5.52, respectively.

As of September 30, 2014 the weighted average period over which compensation cost on non-vested Stock Options is expected to be recognized is 2.2 years and the unrecognized expense is $7.5 million. The fair value of the shares vested under the LTIP during the nine months ended September 30, 2014 and 2013 was $2.2 million and $1.8 million, respectively. Stock-based compensation before income taxes included in Compensation and benefits in the condensed consolidated statements of operations was $2.6 million and $7.5 million for the three and nine months ended September 30, 2014, respectively, for the Employee Stock Options. Stock-based compensation before income taxes included in compensation and benefits in the

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10. Stock-Based Compensation (continued)

condensed consolidated statements of operations was $2.5 million and $7.2 million for the three and nine months ended September 30, 2013, respectively, for the Employee Stock Options. Stock-based compensation before income taxes included in Compensation and benefits in the condensed consolidated statements of operations was $0.1 million and $0.3 million for the three and nine months ended September 30, 2014, respectively, for the Independent Directors Options. Stock-based compensation before income taxes included in Compensation and benefits in the condensed consolidated statements of operations was not material and $0.3 million for the three and nine months ended September 30, 2013, respectively, for the Independent Directors Options. The total compensation cost capitalized and included in Office, communication and computer equipment, net in the condensed consolidated statements of financial condition was $0.9 million and $1.4 million as of September 30, 2014 and December 31, 2013, respectively.

In arriving at stock-based compensation expense, the Company estimates the number of stock-based awards that will be forfeited due to employee turnover. The Company’s forfeiture assumption is based primarily on its turn-over historical experience. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in the Company’s financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to expense recognized in the Company’s financial statements. The expense the Company recognizes in future periods will be affected by changes in the estimated forfeiture rate and may differ significantly from amounts recognized in the current period.

Cash proceeds received from the exercise of Stock Options were $2.1 million and $3.6 million for the three and nine months ended September 30, 2014, respectively. There was no income tax benefit realized from the exercise of stock options for the three and nine months ended September 30, 2014. Cash proceeds received from the exercise of Stock Options were $19.2 million and $21.9 million for the three and nine months ended September 30, 2013, respectively. Income tax benefit realized from the exercise of stock options were not material for the three and nine months ended September 30, 2013.

Valuation Assumptions

Calculating the fair value of Employee Stock Options requires estimates and significant judgment. The Company uses the Black-Scholes option pricing model to estimate the fair value of its employee stock options, consistent with the provisions of ASC 718, Stock Compensation (“ASC 718”). The fair value of the Stock Options grant is estimated on the date of the grant using the Black-Scholes option pricing model, and is not remeasured as a result of subsequent stock price fluctuations. Options granted to the Company’s independent directors are considered options granted to employees under ASC 718 as defined therein.

Assumptions used in the Black Scholes valuation model were as follows:



	Independent Directors Options		Independent Directors Options
	Three Months Ended September 30,		Nine Months Ended September 30,
	2014	2013	2014			2013
Expected term in years	—	—	4.00			4.00
Risk-free interest rate	—	—	1.19		%	0.63		%
Expected volatility	—	—	44.0		%	54.0		%
Dividend yield	—	—	1.43		%	2.05		%
Estimated fair value at grant date	—	—	$	5.39		$	4.26

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10. Stock-Based Compensation (continued)



	Employee Stock Options				Employee Stock Options
	Three Months Ended September 30,				Nine Months Ended September 30,
	2014	2013			2014			2013
Expected term in years	—	4.75			4.75			4.75
Risk-free interest rate	—	1.28		%	1.58		%	0.99		%
Expected volatility	—	50.0		%	45.0		%	50.0		%
Dividend yield	—	1.33		%	1.48		%	1.60		%
Estimated fair value at grant date	—	$	6.98		$	5.70		$	5.99

Expected term for the Employee Stock Options and Independent Directors Options is based on the simplified method outlined in ASC 718. In accordance with ASC 718, options are considered to be exercised halfway between the average vesting date and the contractual term of each option grant. The simplified method is applicable for “plain-vanilla” stock options, as defined in ASC 718, only if the Company does not have sufficient historical data upon which to estimate an expected term. Given that the Corporation’s Class A common stock has been publicly traded for less than four years, the Company believes that the simplified method is an applicable methodology to estimate the expected term of the options as of the grant date.

The risk free interest rates for the Employee Stock Options and Independent Directors Options are based on U.S. Treasury instruments whose terms are consistent with the expected lives of the Stock Options.

Expected volatility is based on a weighing of the historical and implied volatilities of the Company and for a set of public guideline companies deemed comparable to it. The guideline companies selected operate in a similar industry, pursue similar market opportunities, and are subject to similar risks of the Company. Changes in the subjective assumptions required in the valuation models may significantly affect the estimated value of the Company’s Stock Options, the related stock-based compensation expense and, consequently, its results of operations and comprehensive income.

The dividend yield is determined based on the Company’s expected dividend payouts.

The LTIP also provides for other stock based awards (“Other Equity Awards”) which may be granted by the Company’s Executive Compensation Committee (the “Committee”). Pursuant to the terms of the LTIP, the Committee may grant Other Equity Awards that are valued in whole or in part by reference to or that are otherwise based on the fair market value of the Corporation's Class A common stock. The Company did not grant any Other Equity Awards during the three and nine months ended September 30, 2014 or 2013.

Note 11. Stockholders’ Equity

The following table presents the changes in the corporation's Class A common stock shares outstanding during the nine months ended September 30, 2014, with amounts in thousands:



Class A Common Stock	As of September 30, 2014
Balance at January 1, 2014	44,665
Issued	164
Exchange of Holding Units into Class A common stock	1,155
Repurchased	(46	)
Stock options exercised	267
Balance at September 30, 2014	46,205

As of September 30, 2014 and December 31, 2013 there were 34 and 41 shares, respectively, of Class B common stock issued and held by members of Holdings.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 12. Minimum Net Capital Requirements

The tables below present the capital, as defined by the respective regulatory authority, the minimum capital requirement and the excess capital for the Company's regulated entities as of September 30, 2014 and December 31, 2013, with amounts in millions:



	September 30, 2014
	US		HK		UK LTD		Australia		ODL		FSL		FXCMJ		Lucid LLP		Faros
Capital	$	52.2	$	31.9	$	109.3	$	1.4	$	26.2	$	41.7	$	35.7	$	16.6	$	—
Minimum capital requirement	30.4		13.5		33.0		0.9		4.3		6.6		5.2		2.7		—
Excess capital	$	21.8	$	18.4	$	76.3	$	0.5	$	21.9	$	35.1	$	30.5	$	13.9	$	—



	December 31, 2013
	US		HK		UK LTD		Australia		ODL		FSL		FXCMJ		Lucid LLP		Faros
Capital	$	64.2	$	33.6	$	86.0	$	4.7	$	18.4	$	34.8	$	36.3	$	41.8	$	0.1
Minimum capital requirement	27.1		12.3		24.7		0.4		6.9		8.2		5.6		4.2		—
Excess capital	$	37.1	$	21.3	$	61.3	$	4.3	$	11.5	$	26.6	$	30.7	$	37.6	$	0.1

Note 13. Litigation

In the ordinary course of business, we may from time to time be involved in litigation and claims incidental to the conduct of our business, including intellectual property claims. In addition, our business is also subject to extensive regulation, which may result in regulatory proceedings against us. We have also been named in various arbitration and civil litigation cases brought by customers seeking damages for trading losses. However, the arbitrations and litigations are presently in various stages of the judicial process and no judgment can be made regarding the ultimate outcome of the arbitrators’ and/or courts' decisions.

In 2012, FXCMJ accrued $2.6 million as an estimate to settle certain trading system matters with the Japan Financials Services Agency. The Company settled this matter for $2.3 million during the first quarter of 2013.

In January 2014, the equity Receiver for a former client of US, Revelation Forex Fund (“Revelation”), its principal, Kevin G. White, and related entities RFF GP, LLC, KGM Capital Management, LLC (collectively “Fund”), filed suit against US, and certain unrelated defendants, in Texas state court. The suit alleges that US is liable under the Texas Securities Act, and the common law: (i) as a “control person;” and, (ii) as an aider and abettor of fraud and a breach of fiduciary obligations; and, (iii) for its negligence. The Receiver seeks joint and several liability for damages in excess of $3.8 million, plus exemplary damages under Texas law, interest, and attorneys’ fees. On February 7, 2014, US filed the equivalent of a motion to dismiss and to compel arbitration based on the mandatory forum selection clause and arbitration agreement in its Client Agreement with the Fund. It also filed an Answer with multiple affirmative defenses. The Trial Court heard argument on US’s motions to dismiss and entered an order denying them without findings of fact or conclusions of law. On March 18, 2014, US filed a Notice of Appeal of the Trial Court's denial of its motion to compel arbitration. On April 16, 2014, US filed a Petition for a Writ of Mandamus to appeal the denial of its motion to dismiss based on the forum selection clause and filed a brief on its appeal seeking to enforce its motion to compel arbitration. Both the Petition and Appeal are pending.

In February 2014, UK and FSL entered into a settlement with the Financial Conduct Authority ("FCA") following an investigation into trade execution practices of UK and FSL in the period from 2006 to 2010, as well as a breach of notification obligations to the FCA. UK and FSL agreed to pay (a) restitution to affected clients up to $9.9 million; and (b) a financial penalty of GBP 4.0 million (USD 6.6 million), together with any unclaimed restitution. UK and FSL accrued $15.0 million in

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 13. Litigation (continued)

September 2013, as an estimate to settle this matter recorded in General and administrative expense in the condensed consolidated statements of operations.

During the three and nine months ended September 30, 2014, the Company accrued an additional $0.7 million and $2.5 million, respectively, of additional restitution, recorded in General and administrative expense in the condensed consolidated statements of operations.

In April 2014, the Securities and Futures Commission ("SFC") initiated an investigation relating to HK’s past trade execution practices concerning the handling of price improvements in our trading system prior to August 2010. HK continues to comply with information requests from SFC.

In July 2014, US settled a complaint brought by the National Futures Association (“NFA”) relating to charges of doing business with an unregistered entity and for failing to submit certain trade data reports and was fined $0.2 million. The Commodity Futures Trading Commission (“CFTC”) is also investigating this matter. As of September 30, 2014, the Company accrued $1.0 million related to this matter, recorded in General and administrative expense in the condensed consolidated statements of operations.

For the outstanding matters referenced above for which a loss is more than remote but less than likely, whether in excess of an accrued liability or where there is no accrued liability, we have estimated a range of possible loss. We believe the estimate of the aggregate range of possible loss in excess of accrued liabilities for such matters is between zero and $4.7 million as of September 30, 2014.

In view of the inherent difficulty of predicting the outcome of litigation and claims, we cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss related to each pending matter may be. Furthermore, the above-referenced matters represented in the estimated aggregate range of possible loss will change from time to time and actual results may vary significantly from the current estimate. An adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Note 14. Debt

Credit Agreement

On December 19, 2011, Holdings entered into a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions. The Credit Agreement, which matures in 2016, is guaranteed by certain subsidiaries of Holdings and is secured by a pledge of all of the equity interests in certain of Holdings’ domestic subsidiaries and 65% of the voting equity interests in certain of its foreign subsidiaries.

As of September 30, 2014, Holdings has commitments from lenders for $150.0 million. As of September 30, 2014 and December 31, 2013, Holdings’ outstanding balance under the Credit Agreement was $30.0 million and nil, respectively.

Under the terms of the Credit Agreement, loans will bear interest at either a Eurodollar Rate or a Base rate (as defined below), at Holdings’ election, plus an applicable margin, based on Holdings’ leverage ratio. In addition, Holdings must pay an annual commitment fee based on Holdings’ leverage ratio on the undrawn commitments under the Credit Agreement. The applicable margin and commitment fees are set forth in the table below:

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 14. Debt (continued)



Consolidated Leverage Ratio	Commitment Fee		Applicable Margin for Eurodollar Loans		Applicable Margin for Base Rate Loans
Less than 0.50 to 1.00	0.25	%	1.75	%	0.75	%
Greater than or equal to 0.50 to 1.00 but less than 1.00 to 1.00	0.30	%	2.00	%	1.00	%
Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00	0.35	%	2.25	%	1.25	%
Greater than or equal to 1.50 to 1.00, but less than 2.00 to 1.00	0.40	%	2.50	%	1.50	%
Greater than or equal to 2.00 to 1.00	0.45	%	2.75	%	1.75	%

Eurodollar Rate means the rate per annum equal to (i) the British Bankers Association LIBOR Rate, or (ii) if such rate is not available, the rate per annum determined by the administrative agent.

Interest expense related to borrowings under the Credit Agreement, including the amortization of debt financing costs, included in Interest on borrowings in the consolidated statements of operations was $0.4 million and $1.2 million for the three and nine months ended September 30, 2014, respectively. Interest expense related to borrowings under the Credit Agreement, including the amortization of debt financing costs, included in Interest on borrowings in the consolidated statements of operations was $0.1 million and $1.3 million for the three and nine months ended September 30, 2013, respectively.

Pursuant to covenants in the Credit Agreement, Holdings is required to maintain: excess net capital amount of 125% of adjusted net capital required to be maintained as of the last day of any fiscal quarter for US and UK (see Note 12), Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Consolidated Senior Leverage Ratio, each as defined in the Credit Agreement, of 4.00 to 1.00, 2.75 to 1.00 and 1.50 to 1.00, respectively, as of the last day of any fiscal quarter, Net Unhedged Exposure, as defined in the Credit Agreement, of less than 20% of total assets of Holdings and its subsidiaries, and Net Unhedged Non-FX Exposure, as defined in the Credit Agreement, of less than 10% of total assets of Holdings and its subsidiaries. In addition, the Credit Agreement contains certain customary covenants as well as certain customary events of default. As of September 30, 2014, Holdings was in compliance with all material covenants.

During the three and nine months ended September 30, 2014, the weighted average dollar amount of borrowings related to the Credit Agreement were $27.7 million and $37.5 million, respectively, and the weighted average interest rates were 2.90% and 2.68%, respectively. During the three and nine months ended September 30, 2013, the weighted average dollar amount of borrowings related to the Credit Agreement were nil and $46.7 million, respectively, and the weighted average interest rates were nil and 2.44%, respectively.

Senior Convertible Notes due 2018

In June 2013, the Corporation issued $172.5 million principal amount of 2.25% Convertible Notes maturing on June 15, 2018 and received net proceeds of $166.5 million, after deducting the initial purchasers' discount and offering expenses. The Convertible Notes pay interest semi-annually on June 15 and December 15 at a rate of 2.25% per year, commencing December 15, 2013. The indenture governing the Convertible Notes does not prohibit the Company from incurring additional senior debt or secured debt, nor does it prohibit any of its subsidiaries from incurring additional liabilities.

The Convertible Notes will be convertible at an initial conversion rate of 53.2992 shares of the Corporation's Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $18.76. In addition, following certain corporate transactions that occur prior to the maturity date, the Corporation will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such corporate transaction. Upon conversion, the Corporation will deliver cash up to the principal amount. With respect to any conversion value in excess of the principal amount, the Corporation will deliver shares of its Class A common stock (unless it elects to deliver cash in lieu of all or a portion of such shares).

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 14. Debt (continued)

Holders may convert their notes at their option prior to the close of business on the business day immediately preceding March 15, 2018, only under the following circumstances:

•

during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2013 (and only during such fiscal quarter), if the last reported sale price of the Corporation's Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;

•

during the five business day period immediately after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the offering circular) per $1,000 principal amount of notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Corporation's Class A common stock and the applicable conversion rate on such trading day;


•	upon the occurrence of specified corporate events; or


•	on or after March 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time.

In addition, if the Company undergoes a fundamental change (as defined in the offering circular), holders may, subject to certain conditions, require the Corporation to repurchase their notes for cash at a price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest.

Convertible Note Hedges

In connection with the offering of the Convertible Notes, the Company entered into privately negotiated convertible note hedge transactions with certain counterparties (the “Convertible Note Hedge Transaction”). The Convertible Note Hedge Transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Corporation's Class A common stock that will initially underlie the Convertible Notes. Concurrently with entering into the Convertible Note Hedge Transaction, the Company also entered into a separate, privately negotiated warrant transaction (the “Warrant Transaction”) with the same counterparties, whereby the Company sold to the counterparties warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of the Corporation's Class A common stock as in the Convertible Note Hedge Transaction. The strike price of the Warrant Transaction will initially be $21.24 per share of the Corporation's Class A common stock. Subject to certain conditions, the Company may settle the warrants in cash or on a net-share basis.

The Convertible Note Hedge Transaction and the Warrant Transaction have the effect of increasing the effective conversion price of the Convertible Notes to $21.24 per share. The cost of the Convertible Note Hedge Transaction and the proceeds from the Warrant Transaction was $29.1 million and $18.6 million, respectively. In accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815"), the Company recorded the cost of the Convertible Note Hedge Transaction and the proceeds from the Warrant Transaction to additional-paid-in-capital in the stockholders' equity in the condensed consolidated statements of financial condition and the recorded values will not be adjusted for subsequent changes in their respective fair values.

The Convertible Note Hedge Transaction and the Warrant Transaction are separate transactions, in each case, entered into by the Company with certain counterparties, and are not part of the terms of the Convertible Notes and will not affect any holder's right under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Convertible Hedge Transaction or the Warrant Transaction.

Under ASC 470, Debt ("ASC 470"), an entity must separately account for the liability and equity components of the convertible debt instruments (such as the Convertible Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic interest cost. The effect of ASC 470 on the accounting for the Convertible Notes is that the fair value of the equity component is included in the additional paid-in capital section of stockholders' equity in the Company's condensed consolidated statements of financial condition and the principal amount of the Convertible Notes is reduced by original issue discount to reflect the Convertible Notes fair value at issuance. At issuance, the equity component of the Convertible Notes was valued at $29.1 million and the Convertible Notes were valued at $144.1 million consisting of $172.5 million of principal net of original issuance discount of $29.1 million. The original issue discount will be amortized over the life of the Convertible Notes using the effective interest rate of 6.20%.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 14. Debt (continued)

The balances of the liability and equity components as of September 30, 2014, were as follows, with amounts in thousands:



	September 30, 2014
Liability component - principal	$	172,500
Deferred bond discount	(22,264		)
Liability component - net carrying value	$	150,236
Equity component	$	29,101

Interest expense related to the Convertible Notes, included in Interest on borrowings in the condensed consolidated statements of operations was as follows, with amounts in thousands:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Interest expense - stated coupon rate	$	970	$	970	$	2,911	$	1,272
Interest expense - amortization of deferred bond discount	1,335		1,254		3,932		1,644
Total interest expense - convertible notes	$	2,305	$	2,224	$	6,843	$	2,916

The Company incurred $6.0 million of Convertible Notes issuance cost. Amortization of Convertible Notes issuance costs included in Interest on borrowings in the condensed consolidated statements of operations was $0.3 million and $0.9 million for the three and nine months ended September 30, 2014, respectively. Amortization of Convertible Notes issuance costs included in Interest on borrowings in the condensed consolidated statements of operations was $0.3 million and $0.4 million for the three and nine months ended September 30, 2013. Unamortized Convertible Notes issuance cost was $4.4 million and $5.3 million at September 30, 2014 and December 31, 2013, respectively, and is included in Other assets in the condensed consolidated statements of financial condition.

Notes Payable

In connection with its Lucid acquisition, the Company issued to the Lucid sellers 3.5% unsecured promissory notes in the amounts of $71.4 million and $15.8 million maturing on December 21, 2012. On December 21, 2012, the Company repaid $64.0 million of these notes and issued a series of 2.25%, $22.9 million unsecured promissory notes for the balance. The notes were pre-paid on June 6, 2013 with a portion of the proceeds received from the Convertible Notes issued on June 3, 2013. In the second quarter of 2013, the Lucid purchase price was increased by $15.3 million due to the final determination of tax balances at the acquisition date adjusted during the measurement period. The Company issued six-month 2.25% unsecured promissory notes to the Lucid sellers for the purchase price increase which matured on December 21, 2013. In satisfaction of the matured notes, the Company repaid $5.5 million and issued a series of 2.25% unsecured promissory notes to the Lucid sellers for the balance of $9.8 million which matured on June 6, 2014. In satisfaction of the matured notes, the Company repaid $2.3 million and issued a series of 2.25% unsecured promissory notes for the balance of $7.5 million which matures on December 6, 2014.

Note 15. Commitments and Contingencies

The Company holds an interest in an inactive entity that formerly provided online FX educational services (“Online Courses”). Online Courses meets the definition of a VIE under ASC 810 and the Company was considered the primary beneficiary. The members who owned the remaining interest in Online Courses had put options to sell their interest to the Company upon a change in control of Holdings. A change in control occurs when the number of Holdings units held by unit holders as of the date of the Online Courses operating agreement, November 17, 2008, cease to make up at least 50% of the

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 15. Commitments and Contingencies (continued)

voting or vested economic interest securities of Holdings. The change in control occurred during the quarter ended September 30, 2013. Under U.S. GAAP, the value of the put options is recognized upon both the change in control and the exercise of the put options.

On April 2, 2014 and September 9, 2014, thirty-seven percent and sixty-three percent, respectively, of the put options were exercised and Holdings remitted payments in the amount of $1.3 million and $2.3 million, respectively. Based on the status (inactive and no assets) of Online Courses, the put option payments resulted in a charge to earnings, and General and administrative expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 includes a charge of $2.3 million and $3.6 million, respectively, related to the put option payments.

Note 16. Exchange Memberships

The Company’s exchange memberships, which represent ownership interests and shares owned in the Chicago Mercantile and the Intercontinental exchanges and provide the Company with the right to conduct business on the exchanges, are recorded at cost or, if an other than temporary impairment in value has occurred, at a value that reflects management's estimate of the impairment. There were no exchange membership impairments as of September 30, 2014. At September 30, 2014, ownership interests and shares owned with a cost of $2.8 million and $3.7 million, respectively, are included in Other assets in the condensed consolidated statement of financial condition. There were no exchange memberships held at December 31, 2013.

Note 17. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. These three levels of fair value hierarchy are defined as follows:

Level I: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level II: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level III: Unobservable inputs for assets or liabilities.

When Level I inputs are available, those inputs are selected for determination of fair value. To value derivatives that are characterized as Level II and III, the Company uses observable inputs for similar assets and liabilities that are available from pricing services or broker quotes. These observable inputs may be supplemented with other methods, including internal models that result in the most representative prices for assets and liabilities with similar characteristics. Multiple inputs may be used to measure fair value, however, the level of fair value for each derivative and financial asset or liability is based on the highest priority level of input within this fair value hierarchy.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17. Fair Value Measurements (continued)

The following tables present the Company's assets and liabilities that are measured at fair value on a recurring basis and the related hierarchy levels, with amounts in thousands:



	Fair Value Measurements on a Recurring Basis
	As of September 30, 2014
	Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Counterparty and Cash Collateral Netting			Total
Financial Assets:
Cash and cash equivalents	$	326,730	$	—	$	—	$	—		$	326,730
Cash and cash equivalents, held for customers	1,332,399		—		—		—			1,332,399
Restricted time deposits	—		9,120		—		—			9,120
Trading securities	633		—		—		—			633
Due from brokers:
Exchange traded options	4,049		—		—		—			4,049
Futures contracts	54,369		—		—		—			54,369
Netting	—		—		—		(54,614		)	(54,614		)
Total due from brokers	58,418		—		—		(54,614		)	3,804
Total assets	$	1,718,180	$	9,120	$	—	$	(54,614	)	$	1,672,686

Financial Liabilities:
Customer account liabilities	$	1,332,399	$	—	$	—	$	—		$	1,332,399
Due to brokers:
Exchange traded options	7,764		—		—		—			7,764
Futures contracts	47,060		—		—		—			47,060
OTC options	—		1,457		—		—			1,457
Netting	—		—		—		(56,099		)	(54,872		)
Total due to brokers	54,824		1,457		—		(56,099		)	182
Securities sold, not yet purchased	3,815		—		—		—			3,815
Total liabilities	$	1,391,038	$	1,457	$	—	$	(56,099	)	$	1,336,396

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17. Fair Value Measurements (continued)



	Fair Value Measurements on a Recurring Basis
	As of December 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Counterparty and Cash Collateral Netting			Total
Financial Assets:
Cash and cash equivalents	$	365,245	$	—	$	—	$	—		$	365,245
Cash and cash equivalents, held for customers	1,190,880		—		—		—			1,190,880
Due from brokers - futures contracts	84		—		—		(84		)	—
Total assets	$	1,556,209	$	—	$	—	$	(84	)	$	1,556,125

Financial Liabilities:
Customer account liabilities	$	1,190,880	$	—	$	—	$	—		$	1,190,880
Due to brokers - open futures contracts	2,404		—		—		(84		)	2,320
Follow-on Payment	—		—		3,672		—			3,672
Total liabilities	$	1,193,284	$	—	$	3,672	$	(84	)	$	1,196,872

Cash and Cash Equivalents and Cash and Cash Equivalents, held for customers

Cash and cash equivalents and cash and cash equivalents, held for customers are deemed to be Level I.

Restricted Time Deposits

Restricted time deposits consist of pledged time deposits (see Note 4) with original maturities of three months and one year and for which use is contractually restricted. Restricted time deposits are included in Current assets and Non-current assets in the condensed consolidated statements of financial condition, as appropriate. Restricted time deposits are recorded at cost, which approximates fair value and are deemed to be Level II.

Trading Securities

Equity securities that the Company purchased with the intent to sell in the near-term are classified as trading securities. These trading securities are reported at their fair value based on the quoted market prices of the securities in active markets and are deemed to be Level I. Changes in fair value of equity securities from trading activity are recorded in Institutional trading revenue in the condensed consolidated statements of operations.

Due from/to Brokers

Exchange traded options and open futures contracts, included in Due from and Due to brokers in the condensed consolidated statements of financial condition, are classified as Level I financial assets and liabilities, respectively, as their fair values are based on exchange prices. Over the counter ("OTC") options, included in Due from and Due to brokers in the condensed consolidated statements of financial condition, are valued using market price quotations (where observable) obtained from independent brokers and are classified as Level II financial assets and liabilities.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased, represent the Company’s obligations to deliver the specified security at the contracted price at a future point in time, and thereby create a liability to repurchase the securities in the market at the

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17. Fair Value Measurements (continued)

prevailing prices. The liability for such securities sold short, included in the condensed consolidated statements of financial condition, is marked to market based on the current fair value of the underlying security at the reporting date and is classified as Level I financial liabilities as they are based on exchange prices. Changes in fair value of securities sold, not yet purchased are recorded as unrealized gains or losses in Institutional trading revenue in the condensed consolidated statements of operations. These transactions may involve market risk in excess of the amount currently reflected in the condensed consolidated statements of financial condition.

The following tables present the carrying value, fair value and fair value hierarchy category of certain financial instruments that are not measured at fair value in the condensed consolidated statements of financial condition, with amounts in thousands:



	As of September 30, 2014				Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)
Financial Assets:
Due from brokers- unsettled spot FX	$	7,980	$	7,980	$	—	$	7,980	$	—
Due from brokers- unsettled common stock	3,730		3,730		—		3,730		—
Due from brokers - excess cash collateral	17,446		17,446		—		17,446		—
Equity method investments	10,405		17,199		—		—		17,199
Notes receivable	9,608		9,608		—		—		9,608
Exchange memberships	6,429		6,833		—		6,833		—
Total assets	$	55,598	$	62,796	$	—	$	35,989	$	26,807

Financial Liabilities:
Due to brokers- unsettled spot FX	$	734	$	734	$	—	$	734	$	—
Credit agreement	30,000		30,000		—		30,000		—
Notes payable	7,460		7,460		—		—		7,460
Senior convertible notes	150,236		149,909		—		149,909		—
Total liabilities	$	188,430	$	188,103	$	—	$	180,643	$	7,460

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17. Fair Value Measurements (continued)



	As of December 31, 2013				Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)
Financial Assets:
Due from brokers- unsettled spot FX	$	5,450	$	5,450	$	—	$	5,450	$	—
Equity method investments	9,793		13,504		—		—		13,504
Notes receivable	11,942		11,942		—		—		11,942
Total assets	$	27,185	$	30,896	$	—	$	5,450	$	25,446

Financial Liabilities:
Due to brokers- unsettled spot FX	$	6,332	$	6,332	$	—	$	6,332	$	—
Notes payable	9,800		9,800		—		—		9,800
Senior convertible notes	146,303		149,418		—		149,418		—
Total liabilities	$	162,435	$	165,550	$	—	$	155,750	$	9,800

Due from/to Brokers - Unsettled Spot FX

Unsettled spot FX, included in Due from brokers and Due to brokers in the condensed consolidated statements of financial condition, are classified as Level II financial assets and liabilities, respectively, and are carried at contracted amounts which approximate fair value based on market price quotations (where observable) obtained from independent brokers.

Due from Brokers - Unsettled Common Stock

The receivable for exchange membership shares sold short, included in Due from brokers in the condensed consolidated statements of financial condition, is classified as a Level II financial asset and is carried at the contracted amount which approximates fair value based on quoted prices.

Due from Brokers - Excess Cash Collateral

Excess cash collateral, included in Due from brokers in the condensed consolidated statements of financial condition, is classified as Level II financial assets.

Equity Method Investments

Equity method investments, included in Other assets in the condensed consolidated statements of financial condition, are classified as Level III financial assets and are carried at cost. The fair value of these investments is based on comparable market multiples and other valuation methods.

Notes Receivable

Notes receivable are carried at contracted amounts which approximate fair value.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17. Fair Value Measurements (continued)

Exchange Memberships

Exchange memberships, which include ownership interests and shares owned, are included in Other assets in the condensed consolidated statements of financial condition. Exchange memberships are carried at cost and are classified as Level II financial assets. The fair value is based on quoted prices or recent sales.

Notes Payable

Notes payable, included in the condensed consolidated statements of financial condition, are carried at contracted amounts, which approximate fair value based on the relatively short amount of time until maturity.

Credit Agreement

Balances due under the Credit Agreement are carried at contracted amounts, which approximate fair value based on the short term nature of the borrowing and the variable interest rate.

Senior Convertible Notes

Senior convertible notes are carried at contractual amounts. The fair value of the Senior convertible notes are based on similar recently executed transactions and market price quotations (where observable) obtained from independent brokers.

The following tables reconcile the ending balances of liabilities classified as Level III and identify the total (gains) and losses the Company recognized during the nine months ended September 30, 2014 and twelve months ended December 31, 2013 on such liabilities that were included in the condensed consolidated statements of financial condition as of September 30, 2014 and December 31, 2013, respectively with amounts in thousands:



	As of September 30, 2014
	Beginning Balance		Additions		Net Unrealized / Realized (Gains) Losses			Total
Follow-on Payment	$	3,672	$	—	$	(3,672	)	$	—
Total Level III liabilities	$	3,672	$	—	$	(3,672	)	$	—



	As of December 31, 2013
	Beginning Balance		Additions		Net Unrealized / Realized (Gains) Losses			Total
Follow-on Payment	$	—	$	10,631	$	(6,959	)	$	3,672
Total Level III liabilities	$	—	$	10,631	$	(6,959	)	$	3,672

The Follow-on Payment related to the Faros acquisition was valued using significant unobservable inputs including a multiple of Faros' 2014 EBITDA. The net unrealized/realized (gains)/losses are included in Other income in the condensed consolidated statements of operations.

The Company did not have any transfers in or out of Level I, II and III during the nine months ended September 30, 2014.

Note 18. Derivative Financial Instruments

Derivative financial instruments are accounted for in accordance with ASC 815 and are included in Due from brokers and Due to brokers in the condensed consolidated statements of financial condition. The Company recognizes all derivative financial instruments in the condensed consolidated statements of financial condition as either assets or liabilities at fair value.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 18. Derivative Financial Instruments (continued)

The Company has master netting agreements with its respective counterparties under which derivative financial instruments are presented on a net-by counterparty basis in accordance with Topic 210, Balance Sheet (“ASC 210”) and ASC 815. The Company enters into futures contracts to economically hedge the open customer contracts on its CFD business. Futures contracts are exchanged traded contracts to either purchase or sell a specific asset at a specified future date for a specified price. Gains or losses on futures contracts related to the Company's CFD business are included in Retail trading revenue in the condensed consolidated statements of operations. The Company also engages in hedge trading in its electronic market making and institutional foreign exchange spot and futures markets. Gains or losses on hedge trading in the Company's electronic market making and institutional foreign exchange spot and futures markets are included in Institutional trading revenue in the condensed consolidated statements of operations.

Through its subsidiaries Lucid and V3 (see Note 3), the Company enters into options, futures, forward foreign currency contracts and commodity contracts. Options grant the purchaser, for the payment of a premium, the right to either purchase from or sell to the writer a specified instrument under agreed terms. A forward contract is a commitment to purchase or sell an asset at a future date at a negotiated rate. The Company's derivative transactions held for trading purposes are recorded in Due from/to brokers in the condensed consolidated statements of financial condition. Gains or losses on options, futures and forward contracts held for trading purposes, are included in Institutional trading revenue in the condensed consolidated statements of operations.

The Company is exposed to risks relating to its derivatives trading positions from the potential inability of counterparties to perform under the terms of the contracts (credit risk) and from changes in the value of the underlying financial instruments (market risk). The Company is subject to credit risk to the extent that any counterparty with which it conducts business with is unable to fulfill its contractual obligations. The Company manages its trading positions by monitoring its positions with and the credit quality of the financial institutions that are party to its derivative trading transactions. Additionally, the Company's netting agreements provide the Company with the right, in the event of a default of the counterparty (such as bankruptcy or a failure to perform), to net a counterparty’s rights and obligations under the agreement and to liquidate and set off collateral against any net amount owed by the counterparty.

The following tables present the gross and net fair values of the Company derivative transactions and the related offsetting amount permitted under ASC 210 and ASC 815, as of September 30, 2014 and December 31, 2013. Derivative assets and liabilities are net of counterparty and collateral offsets. Collateral offsets include cash margin amounts posted with brokers. Under ASC 210, gross positive fair values are offset against gross negative fair values by counterparty pursuant to enforceable master netting agreements, with amounts in thousands:



	Derivatives Assets
	Included in Due from/to Brokers
	September 30, 2014
	Fair Value			Notional
Exchange traded options	$	4,049		$	117,046
Futures contracts	54,369			3,354,098
Total derivative assets	$	58,418		$	3,471,144
Netting agreements	(54,614		)
Total derivative assets	$	3,804

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 18. Derivative Financial Instruments (continued)



	Derivative Liabilities
	Included in Due from/to Brokers
	September 30, 2014
	Fair Value			Notional
Exchange traded options	$	7,764		$	100,353
Futures contracts	47,060			507,547
OTC options	1,457			1,457
Total derivative liabilities	$	56,281		$	609,357
Netting agreements and cash collateral netting	(56,099		)
Total derivative liabilities	$	182

Total	$	3,622		$	4,080,501



	Derivatives Assets
	Included in Due from/to Brokers
	December 31, 2013
	Fair Value			Notional
Futures contracts	$	84		$	19,475
Netting agreements	(84		)
Total derivative assets	$	—



	Derivative Liabilities
	Included in Due from/to Brokers
	December 31, 2013
	Fair Value			Notional
Futures contracts	$	2,404		$	140,429
Netting agreements	(84		)
Total derivative liabilities	$	2,320

Total	$	(2,320	)	$	159,904

The following table presents the gains (losses) on derivative instruments included in Retail and Institutional trading revenue in the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, with amounts in thousands:

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 18. Derivative Financial Instruments (continued)



	Gains (Losses)
	Three Months ended September 30, 2014									Nine Months ended September 30, 2014
	Retail			Institutional			Total			Retail			Institutional			Total
Exchange traded options	$	—		$	(5,915	)	$	(5,915	)	$	—		$	14,002		$	14,002
Futures contracts	(33,031		)	11,850			(21,181		)	(12,227		)	4,799			(7,428		)
OTC options	—			(777		)	(777		)	—			(394		)	(394		)
Total	$	(33,031	)	$	5,158		$	(27,873	)	$	(12,227	)	$	18,407		$	6,180



	Gains (Losses)
	Three Months ended September 30, 2013							Nine Months ended September 30, 2013
	Retail			Institutional		Total		Retail			Institutional		Total
Futures contracts	$	(4,192	)	$	4,547	$	355	$	(13,958	)	$	15,710	$	1,752
Total	$	(4,192	)	$	4,547	$	355	$	(13,958	)	$	15,710	$	1,752

Note 19. Income Taxes

Holdings operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal, state and local income tax purposes. As a result, Holdings income from its operations is not subject to U.S. federal income tax because the income is attributable to its members. Accordingly, the Company’s U.S. tax provision is solely based on the portion of Holdings’ income attributable to the Corporation and excludes the income attributable to other members of Holdings whose income is included in Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC in the condensed consolidated statements of operations.

In addition to U.S. federal and state income taxes, the Company is subject to Unincorporated Business Tax which is attributable to Holdings' operations apportioned to New York City. The Company’s foreign subsidiaries are also subject to taxes in the jurisdictions in which they operate.

The Company’s effective tax rate was 29.3% and (182.7)% for the three and nine months ended September 30, 2014, respectively. The Company's effective tax rate was (38.5)% and 36.3% for the three and nine months ended September 30, 2013, respectively. The negative tax rate for the nine months ended September 30, 2014 and the three months ended September 30, 2013 reflects the recording of a tax provision on a book loss. The increase in the effective tax rate for the three months ended September 30, 2014 compared to the three months ended September 30, 2014 was due predominately to recording unfavorable book tax differences for valuation allowances on foreign tax credit carryforwards in 2014, which increases the effective tax rate, compared to recording the effect of the unfavorable adjustments in the prior year on the loss, which decreases the effective tax rate benefit. Additionally, during the three months ended September 30, 2014, the Company elected to treat UK LTD as a controlled foreign corporation for US tax purposes retroactively to January 1, 2014. As a result of this election, the Company is required to recognize from the beginning of the year the value of certain intangible assets, deemed to be transferred to UK LTD, as taxable royalty income. Additionally, a shift in jurisdictional income also affected the rate of tax along with an increase in the Corporation’s ownership of Holdings. The increase in the Corporation’s ownership in Holdings is due to members of Holdings exchanging their units for the Corporation’s Class A common stock and stock awards. The effective tax rate will continue to increase as additional exchanges occur. The decrease in the effective tax rate for the nine months ended September 30, 2014 compared to the nine months ended September, 2013 is due to the Company recording a provision on the loss in the nine months ended September 30, 2014 which resulted from recording a valuation allowance on its foreign tax credits and recognizing the royalty income noted above.

During the nine months ended September 30, 2014, there were no material changes to the uncertain tax positions.

The Company is no longer subject to tax examinations by taxing authorities for tax years prior to 2010. During the first quarter of 2014 the Internal Revenue Service concluded an audit of the Company's 2011 federal tax return with no adjustment to the tax owed. The Company presently has no additional open examinations.

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FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 20. Segments

ASC 280, Segments Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s operations relate to FX trading and related services and operate in two segments — retail and institutional, with different target markets and are covered by a separate sales force, customer support and trading platforms. The Company’s segments are organized around three geographic areas. These geographic areas are the United States, Asia and Europe and are based on the location of its customers’ accounts.

Retail Trading

The Company operates its retail business whereby it acts as an agent between retail customers and a collection of large global banks and financial institutions by making foreign currency markets for customers trading in foreign exchange spot markets through its Retail Trading business segment. The Retail Trading business segment includes the Company’s white label relationships, contract for differences, payments for order flow (through August 1, 2014) and rollovers. In addition, the Retail Trading business segment includes offerings to some of the Company’s smaller retail clients to trade with a dealing desk, or principal model.

Institutional Trading

Institutional Trading facilitates spot foreign currency trades on behalf of institutional customers, market making and electronic trading in the institutional foreign exchange spot and futures markets. The facilitation of spot foreign currency trades allows customers to obtain the best execution price from external banks and financial institutions.

Our Institutional Trading segment also includes Lucid, an electronic market marker and trader in the institutional foreign exchange spot and futures markets, and activity from the recent acquisitions of Faros and V3. The V3 acquisition expanded the Lucid business model into a broader array of financial instruments and provides more robust connectivity to various financial exchanges.

Information concerning the Company’s operations by reportable segment is as follows, with amounts in thousands:



	Three Months Ended September 30, 2014
	Retail Trading		Institutional Trading			Corporate			Total
Total revenues	$	91,861	$	23,926		$	360		$	116,147
Total expenses	52,284		27,859			31,724			111,867
Loss on equity method investments	—		239			137			376
Income (loss) before income taxes	$	39,577	$	(4,172	)	$	(31,501	)	$	3,904



	Three Months Ended September 30, 2013
	Retail Trading		Institutional Trading		Corporate			Total
Total revenues	$	90,392	$	22,856	$	—		$	113,248
Total expenses	56,900		20,721		41,785			119,406
Loss (gain) on equity method investments	—		244		(61		)	183
Income (loss) before income taxes	$	33,492	$	1,891	$	(41,724	)	$	(6,341	)

FXCM Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 20. Segments (continued)



	Nine Months Ended September 30, 2014
	Retail Trading		Institutional Trading			Corporate			Total
Total revenues	$	252,866	$	75,856		$	360		$	329,082
Total expenses	156,122		81,049			91,903			329,074
Loss on equity method investments	—		606			304			910
Income (loss) before income taxes	$	96,744	$	(5,799	)	$	(91,847	)	$	(902	)



	Nine Months Ended September 30, 2013
	Retail Trading		Institutional Trading		Corporate			Total
Total revenues	$	294,041	$	82,204	$	—		$	376,245
Total expenses	166,332		73,636		89,317			329,285
Loss on equity method investments	—		689		39			728
Income (loss) before income taxes	$	127,709	$	7,879	$	(89,356	)	$	46,232



Assets	As of September 30, 2014		As of December 31, 2013
Retail	$	1,738,368	$	1,622,829
Institutional	454,887		417,492
Corporate	191,154		183,626
Total assets	$	2,384,409	$	2,223,947

Note 21. Subsequent Events

The Company has evaluated our subsequent events through the filing date of this Form 10-Q.

On November 5, 2014, the Corporation declared a quarterly dividend of $0.06 per share on its outstanding Class A common stock. The dividend is payable on December 31, 2014 to Class A stockholders of record at the close of business on December 19, 2014.

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FXCM Inc.

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of FXCM Inc., and the related notes included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 17, 2014 (“Annual Report”), including the audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained therein. The historical consolidated financial data discussed below reflects the historical results and financial position of FXCM Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under “Cautionary Note Regarding Forward-Looking Statement” and “Risk Factors”. Actual results may differ materially from those contained in any forward looking statements.

Unless the context suggests otherwise, references to “FXCM”, the “Company”, “we”, “us”, and “our” refer to FXCM Inc. and its consolidated subsidiaries. References to "Lucid" collectively refers to Lucid Markets Trading Limited and its subsidiary, Lucid Markets LLP. References to "Faros" refers to Faros Trading LLC and references to "V3" refers to V3 Markets, LLC.

OVERVIEW

Industry Environment

Economic Environment - As highlighted in the daily JPMorgan Global FX Volatility chart below, volatility in September 2014 came off of historical lows experienced in 2014. Despite this, volatility continues to remain at historically low levels. This reduced volatility has suppressed trading volumes in both retail and institutional markets, which in turn has impacted our financial performance. In general, in periods of elevated volatility customer trading volumes tend to increase, however, significant swings in market volatility can also result in increased customer trading losses, higher turnover and reduced trading volume. It is difficult to predict volatility and its effects in the FX market.

Competitive Environment — The retail FX trading market is highly competitive. Our competitors in the retail market can be grouped into several broad categories based on size, business model, product offerings, target customers and geographic scope of operations. These include United States (“U.S.”) based retail FX brokers, international multi-product trading firms, other online trading firms, and international banks and other financial institutions with significant FX operations. We expect competition to continue to remain strong for the foreseeable future.

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Regulatory Environment — Our business and industry are highly regulated. Our operating subsidiaries are regulated in a number of jurisdictions, including the U.S., the United Kingdom (“U.K.”) (where regulatory passport rights have been exercised to operate in a number of European Economic Area jurisdictions), Hong Kong, Australia and Japan.

Business Strategy

Since our inception, we have pursued a strategy to grow the business to reap the benefits of scale and the protection of diversified sources of revenue.


•	Increase our Scale

Goal: Operating efficiency, sustainable results, resilience across good/bad markets


◦	Organic growth supplemented by selective acquisitions


◦	Take advantage of market turbulence to increase share


◦	Expand distribution through white labels and similar relationships


•	Build a Diversified Revenue Base

Goal: Exploit global opportunities, protection against downturns in a geography or segment


◦	Establish/expand presence in best markets globally


◦	Offset declines in one jurisdiction with growth from others


◦	Increase institutional presence to balance our strength in retail

Executive Summary

Currency volatility in September 2014 came off historic lows contributing to the improvement in our third quarter 2014 results when compared to our quarterly results in the first and second quarters of 2014. While the increase in volatility was certainly welcomed, we continue to experience historically muted currency volatility. The daily JPMorgan Global FX Volatility Index average for the quarter was 6.21 and the average for the nine months ended September 30, 2014 was 6.82. This compares to an average of 9.72 for the third quarter in 2013 and an average of 9.16 for the nine months ended September 30, 2013. The muted currency volatility weighed heavily on our 2014 year to date results, particularly in the first six months of 2014.

The low level of currency volatility has also dampened M&A activity. As we have previously stated, we remain committed to a disciplined M&A approach pursuing transactions at valuations that reflect market conditions. During the quarter, we acquired IBFX, Inc.’s and IBFX Australia Pty Ltd’s (collectively “IBFX”) U.S. and Australian MetaTrader 4 retail forex accounts. The acquisition brought us approximately $54.4 million in client equity and 13,000 accounts.

During the third quarter of 2014, we implemented several client focused initiatives:


◦	We introduced a new retail FX pricing model in certain geographic markets. In these markets, our platform will deliver to clients the direct price quote offered by our FX market makers, with a separate commission.


◦	In connection with the introduction of our new retail FX pricing model, we reduced client trading costs, by offering commissions that are generally below what we previously charged as a mark-up to the price quote.


◦	We raised open account minimums from $50 to $2,000 in many jurisdictions.

These initiatives reinforce our commitment to providing clients with a best in class FX trading experience. Providing direct quotes offered by our FX market makers will provide clients with a superior and transparent FX trading experience. Reduced pricing along with providing clients with a wealth of tools, resources and educational services, award winning customer service, superior technology, and transparent No Dealing Desk forex execution establishes us as the retail fx broker that offers the most compelling client value.

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Primary Sources of Revenues

Most of our revenues are derived from fees charged as a markup or commission when our retail or institutional customers execute trades on our platform with our FX market makers. This revenue is primarily a function of the number of active accounts, the volume those accounts trade and the fees we earn on that volume.

Retail Trading Revenue — Retail trading revenue is our largest source of revenue and is primarily driven by: (i) the number of active accounts and the mix of those accounts — markup or commission accounts; (ii) the volume these accounts trade, which is driven by the amount of funds customers have on deposit, also referred to as customer equity, and the overall volatility of the FX market; (iii) the size of the markup we receive, which is a function of the mix of currency pairs traded, the spread we add to the prices supplied by our FX market makers and the interest differential between major currencies and the markup we receive on interest paid and received on customer positions held overnight; and (iv) retail revenues earned from contract for differences (“CFD”) trading, fees earned through white label relationships, payments we receive for order flow from FX market makers and income from spread betting. Effective August 1, 2014, we no longer receive payments for order flow. For the three and nine months ended September 30, 2014, 31% and 32%, respectively, of our retail trading revenues were derived from the activities noted in item (iv). For the three and nine months ended September 30, 2013, 37% and 34%, respectively, of our retail trading revenues were derived from the activities noted in item (iv).

Institutional Trading Revenue — We generate revenue by executing spot FX trades on behalf of institutional customers through our institutional trading desks: FXCM Pro and Faros, a company in which we acquired a 50.1% controlling interest. See “Faros Acquisition” under “Results of Operations”. The counterparties to these trades are external financial institutions that hold customer account balances and settle these transactions. We receive commissions for these services without incurring market risk. We also earn revenues from market making and electronic trading in the institutional FX spot and futures markets through Lucid. In addition, with the creation of V3, we recently expanded market making and electronic trading into other asset classes. The income we earn on market making and electronic trading represents the spread between the bid and ask price for positions purchased and sold and the change in value of positions held.

Other — We are engaged in various ancillary FX related services and joint ventures, including use of our platform and trading facilities, providing technical expertise, and earning fees from data licensing. In addition, through our subsidiary FXCM Securities Limited ("FSL"), we earn commission revenues through equity and related brokerage activities.

Primary Expenses

Compensation and Benefits — Compensation and benefits expense includes employee salaries, bonuses, stock compensation awards, benefits and employer taxes. Changes in this expense are driven by fluctuations in the number of employees, changes in the composition of our workforce, increases in wages as a result of inflation or labor market conditions, changes in rates for employer taxes and other cost increases affecting benefit plans. The expense associated with our bonus plans can also have a significant impact on this expense category and may vary from period to period. Compensation and benefits also includes the portion of the 49.9% of Lucid's earnings allocated among the non-controlling members of Lucid based on services provided. This allocation of Lucid's non-controlling members earnings is reported as a component of compensation expense under Allocation of net income to Lucid members for services provided.

At the time of our initial public offering (“IPO”) and thereafter, we have periodically granted awards of stock options to purchase shares of FXCM Inc.'s Class A common stock pursuant to the Long-Term Incentive Plan (“LTIP”) to certain employees and independent directors. Stock options granted to employees in connection with our IPO were our largest grant to date representing 73% of our stock options awards granted. For the three and nine months ended September 30, 2014, we recorded stock compensation expense related to stock options granted of $2.8 million and $7.9 million, of which $2.2 million and $6.4 million, respectively, related to stock options granted at the time of our IPO. For the three and nine months ended September 30, 2013, we recorded stock compensation expense related to stock options granted of $2.6 million and $7.6 million, respectively, of which $2.1 million and $6.2 million, respectively, related to stock options granted at the time of our IPO. The LTIP also provides for other stock based awards (“Other Equity Awards”) that may be granted by our Executive Compensation Committee. We did not incur any expense for Other Equity Awards for the three and nine months ended September 30, 2014 and 2013.

The Lucid acquisition resulted in $9.4 million of deferred compensation. Through September 30, 2014, we recognized $7.1 million of this deferred compensation, of which we recognized as compensation expense $0.8 million and $2.3 million in the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2013, we recognized $0.8 million and $2.3 million, respectively, as compensation expense.

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Referring Broker Fees — Referring broker fees consist primarily of compensation paid to our brokers and white labels. We generally provide white labels access to our platform systems and back-office services necessary for them to offer FX trading services to their customers. We also establish relationships with referring brokers that identify and direct potential FX trading customers to our platform. Referring brokers and white labels generally incur advertising, marketing and other expenses associated with attracting the customers they direct to our platform. Accordingly, we do not incur any incremental sales or marketing expense in connection with trading revenue generated by customers provided through our referring brokers and/or white labels. We do, however, pay a portion of the FX trading revenue generated by the customers of our referring brokers and/or white labels and record this expense as Referring broker fees.

Advertising and Marketing — Advertising and marketing expense consists primarily of electronic media, print and other advertising costs, as well as costs associated with our brand campaign and product promotion.

Communications and Technology — Communications and technology expense consists primarily of costs for network connections to our electronic trading platforms, telecommunications costs, and fees paid for access to external market data. This expense is affected primarily by the growth of electronic trading, our network/platform capacity requirements and by changes in the number of telecommunication hubs and connections which provide our customers with direct access to our electronic trading platforms.

Trading Costs, Prime Brokerage and Clearing Fees — Trading costs, prime brokerage and clearing fees primarily represent fees paid to third party clearing banks and prime brokers for clearing foreign exchange spot futures currency and contract transactions, transaction fees paid to exchanges, equity options brokerage activity fees, and fees paid to third party providers for use of their platform for our market making business. Clearing fees primarily fluctuate based on changes in volume, rate of clearing fees charged by clearing banks and rate of fees paid to exchanges.

General and Administrative — We incur general and administrative costs to support our operations, including:


•	Professional fees and outside services expenses — consisting primarily of legal, accounting and outsourcing fees;


•	Bank processing fees — consisting of service fees charged by banks primarily related to our customer deposits and withdrawals;


•	Regulatory fees — consisting primarily of fees from regulators overseeing our businesses which are largely tied to our overall trading revenues. Regulatory fees also includes fines and restitution imposed by regulators from time to time; and


•	Occupancy and building operations expense — consisting primarily of costs related to leased property including rent, maintenance, real estate taxes, utilities and other related costs.

Depreciation and Amortization — Depreciation and amortization expense results primarily from the depreciation of long-lived assets purchased and internally developed software that has been capitalized.

Amortization of purchased intangibles primarily includes amortization of intangible assets obtained through our various acquisitions.

Income Taxes - Holdings operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal, state and local income tax purposes. As result, Holdings’ income from its U.S. operations is not subject to U.S. federal income tax because the income is attributable to its members. Accordingly, our U.S. tax provision is solely based on the portion of Holdings’ income attributable to FXCM Inc. and excludes the income attributable to other members of Holdings whose income is included in Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC in our condensed consolidated statements of operations.

In addition to U.S. federal and state income taxes, Holdings is subject to New York City Unincorporated Business Tax which is attributable to Holdings' operations apportioned to New York City. Our foreign subsidiaries are also subject to local taxes. In addition, Lucid LLP is a limited liability partnership treated as a partnership for income tax purposes. As a result, Lucid LLP's income is not subject to U.K. corporate income tax because the income is attributable to its members. Therefore, Lucid's tax provision (a component of the Company's tax provision) is solely based on the portion of its income attributable to its managing member, which is a U.K. limited liability company subject to U.K. corporate income tax and excludes the income attributable to other members of Lucid LLP whose income is included in Allocation of net income to Lucid members for services provided reported in our condensed consolidated statements of operations as a component of compensation and benefits expense.

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Other

Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC — FXCM Inc. is a holding company, and its sole material asset is a controlling membership interest in Holdings. As the sole managing member of Holdings, FXCM Inc. operates and controls all of the business and affairs of Holdings and, through Holdings and its subsidiaries, conducts our business. FXCM Inc. consolidates the financial results of Holdings and its subsidiaries, and the ownership interest of the other members of Holdings is reflected as a non-controlling interest in our condensed consolidated financial statements.

Net income (loss) attributable to other non-controlling interests and Allocation of net income to Lucid members for services provided — We consolidate the financial results of Lucid in which we have a 50.1% controlling interest. The 49.9% ownership interest of the non-controlling Lucid members is reflected as follows:


•	The portion of the 49.9% of earnings allocated among the non-controlling members of Lucid based on services provided to Lucid is reported as a component of compensation and benefits expense in our condensed consolidated statements of operations.


•	The portion of the 49.9% of earnings allocated among the non-controlling members not allocated based on services provided is reported as a component of Net income (loss) attributable to other non-controlling interests in our condensed consolidated statements of operations.

We also consolidate the financial results of other entities in which we have a controlling interest. The ownership interests of the non-controlling members is reported in net income (loss) attributable to other non-controlling interests in the condensed consolidated statements of operations.

Adjusted Non-GAAP Measures - We utilize and report financial measures that exclude certain income and expenses not in the ordinary course of business, certain items relating to the IPO of FXCM Inc. and also reflect the exchange of all units of FXCM Holdings, LLC for shares of Class A common stock of FXCM Inc. We manage our business using these measures and believe that these Non-GAAP measures, when presented in conjunction with comparable generally accepted accounting principles in the United States of America ("U.S. GAAP") measures, are useful to investors to compare our results across different periods and facilitate an understanding of our operating results. Income and expense items not in the ordinary course of our business are noted throughout our Management's Discussion and Analysis. Further, the differences between Adjusted Non-GAAP measures and U.S. GAAP results and reconciliations of Adjusted Non-GAAP Measures with our results presented in accordance with U.S. GAAP are detailed in the Non-GAAP Financial Measures section of our Management's Discussion and Analysis.

Segment Information

Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our operations relate to FX trading and related services and operate in two segments — retail and institutional, with different target markets with separate sales forces, customer support and trading platforms. For financial information regarding our segments, see Note 20 to our condensed consolidated financial statements.

RESULTS OF OPERATIONS

V3 Acquisition

On January 21, 2014 (the "V3 Acquisition Date"), the Company, through a new entity, V3, created with the non-controlling members of Lucid, completed the acquisition of certain assets of Infinium Capital Holdings LLC ("Infinium") and certain of its affiliates. The acquisition expands the Lucid business model into a broader array of financial instruments and provides more robust connectivity to various financial exchanges. The consideration for the acquisition was approximately $31.6 million consisting of cash, assumed liabilities and the credit of $12.1 million of Infinium senior secured notes plus interest held and exchanged by a subsidiary of the Company (see Note 3 to the condensed consolidated financial statements). The Company holds a controlling 50.1% interest in V3.

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The acquisition was accounted for in accordance with ASC 805. The assets acquired and the non-controlling interest were recorded at their estimated fair values in accordance with ASC 820 at the V3 Acquisition Date. Full goodwill of $19.4 million was calculated as the fair value of estimated consideration over the estimated fair value of the net assets acquired. The estimated fair value of the non-controlling interest was $15.8 million, and was determined by the fair value of the consideration. Goodwill was allocated at the reporting unit level in the Institutional segment based on an analysis of the fair value of assets acquired. V3 is included in the Institutional segment for purposes of segment reporting (see Note 20 to the unaudited condensed consolidated financial statements).

Faros Acquisition

On September 20, 2013 (the “Faros Acquisition Date”), we acquired a 50.1% controlling interest in Faros. Faros provides foreign exchange intelligence, market coverage, and execution services to the institutional foreign exchange market. The acquisition further expands our presence and capabilities in the institutional marketplace. As consideration, we provided an initial cash payment of $5.0 million (the “Initial Payment”) and a follow-on payment (the “Follow-on Payment”) to be made in 2015 in an amount to be determined, based on the sale purchase agreement (the “Faros Purchase Agreement”) estimated at $10.6 million on the Faros Acquisition Date for a total estimated purchase price of $15.6 million. In December 2013, the Company recorded a reduction to the Follow-on Payment of $6.9 million. In March 2014, the Company reduced the Follow-on Payment by the remaining $3.7 million. The $3.7 million decrease in the estimated fair value of the Follow-on Payment was recorded in Other income in the condensed consolidated statements of operations. The Company reassessed the Follow-on Payment liability at September 30, 2014 and determined that a fair value of zero was still appropriate. The decline in the estimated fair value of the Follow-on Payment is due to lowering our Faros EBITDA estimate. Pursuant to the terms of the Faros Purchase Agreement, the Follow-on Payment is payable partly in shares of FXCM Inc.'s Class A common stock to one of the Faros sellers if certain criteria are met. Under the terms of the Faros Purchase Agreement, any of the FXCM Inc.'s Class A common stock issued to the Faros seller will be restricted for sale until September 2021 if the Faros seller ceases to be employed by Faros as of either December 31, 2015 or December 31, 2016 for reasons other than death, disability or the sale of the majority of the Corporation’s combined voting power.

The assets acquired, liabilities assumed and non-controlling interest were recorded at their estimated fair values at the Faros Acquisition Date. This resulted in the recording of intangible assets of $8.0 million primarily related to customer relationships, which will be amortized over 4 years. Goodwill of $23.0 million was recorded as the fair value of estimated consideration over the estimated fair value of the net assets acquired. In addition, the estimated fair value of a liquidity restriction related to the Follow-on Payment was $0.4 million which is accounted for as deferred compensation and recognized over the term of the restriction in compensation and benefits in the condensed consolidated statements of operations. As a result of the reduction of the Follow-on Payment, the Company did not record deferred compensation associated with the liquidity restriction for the nine months ended September 30, 2014.

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The following table sets forth our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

	(Amounts in thousands)
Revenues
Retail trading revenue	$	87,826		$	86,974		$	244,222		$	282,296
Institutional trading revenue	24,417			22,856			72,354			82,204
Trading revenue	112,243			109,830			316,576			364,500
Interest income	637			537			1,893			1,886
Brokerage interest expense	(199		)	(63		)	(459		)	(187		)
Net interest revenue	438			474			1,434			1,699
Other income	3,466			2,944			11,072			10,046
Total net revenues	116,147			113,248			329,082			376,245
Operating Expenses
Compensation and benefits	27,572			28,809			86,283			78,929
Allocation of net income to Lucid members for services provided	1,483			2,996			6,771			18,000
Total compensation and benefits	29,055			31,805			93,054			96,929
Referring broker fees	20,998			20,709			56,615			64,481
Advertising and marketing	5,071			6,305			18,652			19,813
Communication and technology	13,434			10,111			37,684			28,231
Trading costs, prime brokerage and clearing fees	8,021			6,809			24,257			23,708
General and administrative	17,219			27,949			48,898			53,843
Depreciation and amortization	15,041			12,849			40,793			37,304
Total operating expenses	108,839			116,537			319,953			324,309
Total operating income (loss)	7,308			(3,289		)	9,129			51,936
Loss on equity method investments, net	376			183			910			728
Interest on borrowings	3,028			2,869			9,121			4,976
Income (loss) before income taxes	3,904			(6,341		)	(902		)	46,232
Income tax provision	1,144			2,444			1,648			16,793
Net income (loss)	2,760			(8,785		)	(2,550		)	29,439
Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC	1,538			(3,133		)	1,756			21,190
Net loss attributable to other non-controlling interests	(1,170		)	(530		)	(5,697		)	(3,613		)
Net income (loss) attributable to FXCM Inc.	$	2,392		$	(5,122	)	$	1,391		$	11,862

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Other Selected Operating and Financial Metrics



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Customer equity (in millions)	$	1,332	$	1,264	$	1,332	$	1,264
Tradable accounts	212,019		188,988		212,019		188,988
Active accounts	184,003		182,146		184,003		182,146
Daily average trades - retail customers	406,190		417,845		389,478		457,620
Daily average trades per active account	2.2		2.3		2.1		2.5
Total retail trading volume⁽¹⁾ (billions)	$	977	$	980	$	2,683	$	3,173
Retail trading revenue per million traded⁽¹⁾	$	90	$	89	$	91	$	89
Average retail customer trading volume per day⁽¹⁾ (billions)	$	14.8	$	14.8	$	13.8	$	16.4
Daily average trades - institutional customers	40,145		46,563		42,710		32,884
Institutional trading volumes ⁽¹⁾(billions)	$	881	$	576	$	2,023	$	1,507
Average institutional customer trading volume per day ⁽¹⁾ (billions)	$	13.4	$	8.7	$	10.4	$	7.8
Trading days	66		66		194		194



⁽¹⁾	Volume that an FXCM customer traded in period translated into US dollars.

Three months ended September 30, 2014

Highlights

Total retail trading volumes decreased $3.0 billion or 0.3% to $977.0 billion for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The decrease primarily stems from lower trading volumes in July 2014 compared to July 2013 mostly offset by higher volumes in September 2014 when compared to September 2013. Total active retail customer accounts at September 30, 2014 were 184,003, an increase of 1% from September 30, 2013. Total institutional trading volumes increased $305.0 billion or 53.0% to $881.0 billion for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The increase is primarily driven by an increase in volumes traded on the FastMatch platform.


•	Total trading revenues increased $2.4 million or 2% to $112.2 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013.


•	Net income increased $7.5 million to a net income of $2.4 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013.


•	During the quarter, we acquired 13,000 active retail accounts with approximately $54.4 million in client equity from IBFX.

Revenues

Retail trading revenue increased by $0.9 million or 1% to $87.8 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. Revenue from retail FX trading was up $0.4 million and CFD revenue was up $0.5 million. Revenue from retail FX trading for the three months ended September 30, 2014 was impacted by an increase in volatility particularly in September 2014 offset by a decline in revenue from order flow. Beginning in August 2014, we no longer receive payments for order flow.

Institutional trading revenue increased $1.6 million or 7% to $24.4 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The net increase of $1.6 million is primarily due to V3 revenue of $5.4 million and an increase of $2.7 million from institutional business trading on the FastMatch

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platform, partially offset by a decrease in Lucid revenues of $6.5 million. The decline in Lucid revenues is attributable to the decrease in currency volatility for the three months ended September 30, 2014 versus the three months ended September 30, 2013 and less attractive order flow.

Net interest revenue of $0.4 million for the three months ended September 30, 2014 was consistent with net interest revenue for the three months ended September 30, 2013 as low yields continue to impact this revenue stream.

Other income of $3.5 million for the three months ended September 30, 2014 primarily consists of $1.3 million of account dormancy and ancillary fees, $1.2 million related to FSL's brokerage activities and a credit of $0.4 million attributable to the remeasurement of our tax receivable agreement liability to reflect a revised effective tax rate. Other income of $2.9 million for the three months ended September 30, 2013 primarily consists of $0.9 million of account dormancy and ancillary fees and $1.4 million related to FSL's brokerage activities.

Operating Expenses

Total compensation and employee benefits decreased $2.8 million or 9% to $29.1 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013, primarily due to a decrease of $1.5 million in Compensation expense - Allocation of net income to Lucid members for services provided. This expense represents the portion of the 49.9% of Lucid's earnings allocated among the non-controlling members of Lucid based on services provided to Lucid and will vary based on Lucid's earnings and the allocation of earnings among non-controlling members. Excluding this expense, compensation and benefits decreased $1.2 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The decrease primarily reflects a charge of $3.5 million in connection with the termination of an employee contract recorded in the three months ended September 30, 2013 and lower variable compensation of $0.5 million, partially offset by compensation costs of $1.7 million attributable to V3 and Faros and increased salaries and benefits of $1.1 million due to higher headcount.

Referring broker fees increased $0.3 million or 1% to $21.0 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The increase in referring broker fees is correlated to an increase in indirect volumes of 11.3% for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The increase in indirect volumes of 11.3% is attributable to the pick-up in trading volumes in September 2014.

Advertising and marketing expense decreased $1.2 million or 20% to $5.1 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. Advertising and marketing spend was reduced in the three months ended September 30, 2014, particularly in July and August given depressed currency volatility.

Communication and technology expense increased $3.3 million or 33% to $13.4 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The net increase is primarily attributable to $2.2 million of higher platform costs for FastMatch and $1.8 million of V3 communication and technology costs, partially offset by $0.6 million lower third party platform usage costs and $0.3 million lower licensing and maintenance costs.

Trading costs, prime brokerage and clearing fees increased $1.2 million or 18% to $8.0 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The net increase of $1.2 million is primarily attributable to $0.7 million of trading costs for V3 and $0.8 million of higher prime broker fees primarily related to FastMatch, partially offset by $0.3 million of lower trading fees for Lucid due to lower trading activity.

General and administrative expense decreased $10.7 million or 38% to $17.2 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The $10.7 million decrease is primarily attributable to a charge of $15.0 million recorded in the three months ended September 30, 2013 related to a liability established pertaining to ongoing discussions with the FCA regarding trade execution practices prior to August 2010 and lower accounting and professional fees of $1.2 million. These decreases were partially offset by (i) a charge of $2.3 million related to a put option payment for Online Courses (see Note 15 to the condensed consolidated financial statements); (ii) an accrual of $0.7 million for additional restitution related to trade execution practices prior to August 2010; (iii) $0.3 million related to regulatory and customer settlements; (iv) higher occupancy charges of $0.6 million; (v) $0.4 million of higher UK regulatory fees; (vi) $0.4 million of higher bank processing fees and (vii) $0.4 million of higher local taxes.

Depreciation and amortization expense increased $2.2 million or 17% to $15.0 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The $2.2 million increase is primarily

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attributable to a $1.1 million impairment charge to write down the value of an electronic FX option trading platform, an increase in amortization expense of $0.9 million related to capitalized software and $0.6 million related to intangibles. The increase in intangible amortization expense relates to intangibles acquired in the V3 and Faros acquisitions and current year customer account acquisitions partially offset by lower amortization from fully amortized assets.

Interest on Borrowings

The following table sets forth total interest expense recognized for the period indicated:



	Three Months Ended
	September 30, 2014		September 30, 2013

	(In thousands)
Contractual interest expense
Credit Agreement	$	206	$	—
Lucid Promissory Notes	42		160
Convertible Notes⁽¹⁾	970		970
Amortization of Debt Discount
Convertible Notes⁽¹⁾	1,335		1,254
Amortization of Debt Issuance Costs
Credit Agreement	173		140
Convertible Notes⁽¹⁾	302		345
Total interest expense	$	3,028	$	2,869

_____________

⁽¹⁾ See “Liquidity and Capital Resources” for more information.

During the three months ended September 30, 2014 and 2013, our average borrowings under the Credit Agreement were $27.7 million and nil, respectively, and the weighted average interest rates were 2.90% and nil, respectively. During the three months ended September 30, 2014 and 2013, the average Lucid Promissory Notes outstanding were $7.5 million and $15.3 million, respectively.

Income Taxes



	Three Months Ended
	September 30, 2014			September 30, 2013

	(In thousands, except percentages)
Income (loss) before income taxes	$	3,904		$	(6,341	)
Income tax provision	$	1,144		$	2,444
Effective tax rate	29.3		%	(38.5		)%

Our operating subsidiary, Holdings, is a limited liability company that is treated as a partnership for U.S. federal and state income tax purposes. As a result, Holdings' income is not subject to U.S. federal and most state income tax because the income is attributable to its members. Therefore, our U.S. tax provision is solely based on the portion of Holdings' income attributable to FXCM Inc. and excludes the income attributable to other members of Holdings whose income is included in Net income (loss), attributable to non-controlling interest in FXCM Holdings, LLC.

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attributable to other members of Lucid LLP whose income is included in Allocation of net income to Lucid members for services provided reported in our consolidated income statement as a component of compensation and benefits expense.

Accordingly, our effective tax rates reflect the proportion of income recognized by FXCM Inc. taxed at the U.S. marginal corporate income tax rate of 34% and the proportion of income recognized by each of our international subsidiaries subject to tax at their respective local jurisdiction tax rates unless subject to U.S. tax by election or as a U.S. controlled foreign corporation.

Our income tax provision decreased $1.3 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. During the three months ended September 30, 2014, the Company elected to treat UK LTD as a controlled foreign corporation. As a result, the earnings of UK LTD are taxed at the UK tax rate of 21.5%, instead of the US rate of 34%. Additionally, the valuation allowance for foreign tax credit carryforwards is decreased because it no longer includes the impact of UK LTD’s income taxes. During the quarter, as in prior years, the Company established a valuation allowance on the Company’s deferred tax asset associated with the foreign tax credit carryforwards generated during the respective periods but the amount of required valuation allowance in the current year was less. Tax provision for the three months ended September 30, 2014 also includes a favorable adjustment for the 2013 federal research and development tax credit compared to an unfavorable adjustment in the prior year. The increase in the effective tax rate for the three months ended September 30, 2014 compared to the three months ended September 30, 2013 is principally due to unfavorable tax adjustments applied to the prior year tax loss resulting in a decrease in the effective tax rate of benefit for that period compared to current year unfavorable tax adjustments that increase the effective tax rate.

Nine months ended September 30, 2014

Highlights

Total retail trading volumes decreased $490.0 billion or 15.4% to $2,683.0 billion for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The decrease primarily stems from lower currency volatility. Total active retail customer accounts at September 30, 2014 were 184,003, an increase of 1% from September 30, 2013.


•	Total trading revenues decreased $47.9 million or 13.1% to $316.6 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013.


•	Net income decreased $10.5 million to a net income of $1.4 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 as the decline in trading volume impacted net income in both our retail and institutional segments.


•	In May 2014 we acquired 6,172 active accounts with $23.4 million in client equity from FXDirectDealer LLC ("FXDD") and in September 2014 we acquired 13,000 active retail accounts with approximately $54.4 million in client equity from IBFX.

Revenues

Retail trading revenue decreased by $38.1 million or 13.5% to $244.2 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to 15.4% lower retail trading volumes. Revenue from retail FX trading was down $34.5 million and CFD revenue was down $3.6 million. Revenue from retail FX trading for the nine months ended September 30, 2014 was negatively impacted by historically muted currency volatility whereas revenue for the nine months ended September 30, 2013 benefited from a higher level of currency volatility.

Institutional trading revenue decreased $9.9 million or 12.0% to $72.4 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The net decrease of $9.9 million is primarily due to a decrease of $27.8 million in Lucid revenues, partially offset by V3 revenue of $14.2 million and an increase in revenues from our other institutional business of $3.7 million, largely related to increased trading on the FastMatch platform. The decline in Lucid revenues is attributable to the decrease in currency volatility and less attractive order flow for the nine months ended September 30, 2014 versus the nine months ended September 30, 2013.

Net interest revenue decreased $0.3 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 as low yields continue to impact this revenue stream.

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Other income of $11.1 million for the nine months ended September 30, 2014 primarily consists of the $3.7 million reduction in the Faros Follow-on Payment, $2.1 million of account dormancy and ancillary fees, $4.2 million related to FSL's brokerage activities and a credit of $0.4 million attributable to the remeasurement of our tax receivable agreement liability to reflect a revised effective tax rate. Other income of $10.0 million for the nine months ended September 30, 2013 primarily consists of $5.6 million related to FSL's brokerage activities, $2.9 million of account dormancy and ancillary fees and a bad debt recovery of $0.8 million.

Operating Expenses

Total compensation and employee benefits decreased $3.9 million or 4.0% to $93.1 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to a decrease of $11.2 million in Compensation expense - Allocation of net income to Lucid members for services provided. This expense represents the portion of the 49.9% of Lucid's earnings allocated among the non-controlling members of Lucid based on services provided to Lucid and will vary based on Lucid's earnings and the allocation of earnings among non-controlling members. Excluding these expenses, compensation and benefits increased $7.4 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. Of the $7.4 million increase, $5.4 million is attributable to V3 and Faros. The remaining increase is primarily attributable to an increase in salaries and benefits of $5.4 million due to higher headcount, partially offset by a charge of $3.5 million in connection with the termination of an employee contract recorded in the three months ended September 30, 2013.

Referring broker fees decreased $7.9 million or 12.2% to $56.6 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The decrease in referring broker fees is correlated to the decrease in indirect volumes of 10% for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The decrease in indirect volumes is attributable to the decline in currency volatility.

Advertising and marketing expense decreased by $1.2 million or 5.9% to $18.7 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. Advertising and marketing spend was curtailed as a result of the low volatility.

Communication and technology expense increased $9.5 million or 33.5% to $37.7 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The increase is primarily attributable to $6.5 million of V3 and Faros communication and technology costs, $4.4 million higher platform costs for FastMatch, $0.3 million of higher data center charges and $0.3 million higher market data fees, partially offset by $1.3 million of lower third party platform usage costs, $0.6 million lower licensing and maintenance costs and lower technology costs for FXCMJ of $0.4 million.

Trading costs, prime brokerage and clearing fees increased $0.5 million or 2.3% to $24.3 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The net increase of $0.5 million is primarily attributable to $2.6 million of additional expense attributable to V3 and $1.8 million of higher prime broker fees primarily related to FastMatch and FXCM Pro, partially offset by $3.9 million of lower trading fees for Lucid due to lower trading activity.

General and administrative expense decreased $4.9 million or 9.2% to $48.9 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The $4.9 million decrease is primarily attributable to a charge of $15.0 million recorded in the nine months ended September 30, 2013 related to a liability established pertaining to ongoing discussions with the FCA regarding trade execution practices prior to August 2010 and lower accounting and professional fees of $3.2 million. These decreases were offset by (i) an accrual of $2.5 million for additional restitution related to trade execution practices prior to August 2010; (ii) $2.2 million of general and administrative expense and acquisition related costs for V3; (iii) charges of $3.6 million related to put option payments for Online Courses (see Note 15 to the condensed consolidated financial statements); (iv) $1.6 million of regulatory fines and customer settlements; (v) $1.5 million of higher legal costs; (vi) $1.0 million of higher local taxes and (vii) $1.0 million of higher occupancy expenses.

Depreciation and amortization expense increased $3.5 million or 9.4% to $40.8 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The $3.5 million increase is primarily attributable to an increase in amortization expense of $2.4 million related to capitalized software, a $1.1 million impairment charge to write down the value of an electronic FX option trading platform, $2.3 million related to intangible amortization expense relates to intangibles acquired in the V3 and Faros acquisitions and current year customer account acquisitions, partially offset by lower amortization of $1.3 million from fully amortized assets.

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Interest on Borrowings

The following table sets forth total interest expense recognized for the period indicated:



	Nine Months Ended
	September 30, 2014		September 30, 2013

	(In thousands)
Contractual interest expense
Credit Agreement	$	749	$	869
Lucid Promissory Notes	148		376
Convertible Notes⁽¹⁾	2,911		1,272
Amortization of Debt Discount
Convertible Notes⁽¹⁾	3,932		1,644
Amortization of Debt Issuance Costs
Credit Agreement	474		419
Convertible Notes⁽¹⁾	907		396
Total interest expense	$	9,121	$	4,976

_____________

⁽¹⁾ Convertible Notes were issued June 3, 2013. See “Liquidity and Capital Resources” for more information.

During the nine months ended September 30, 2014 and 2013, our average borrowings under the Credit Agreement were $37.5 million and $46.7 million, respectively, and the weighted average interest rates were 2.68% and 2.44%, respectively. During the nine months ended September 30, 2014 and 2013, the average Lucid Promissory Notes outstanding were $8.8 million and $19.6 million, respectively.

Income Taxes



	Nine Months Ended
	September 30, 2014			September 30, 2013

	(In thousands, except percentages)
Income (loss) before income taxes	$	(902	)	$	46,232
Income tax provision	$	1,648		$	16,793
Effective tax rate	(182.7		)%	36.3		%

Our operating subsidiary, Holdings, is a limited liability company that is treated as a partnership for U.S. federal and state income tax purposes. As a result, Holdings' income is not subject to U.S. federal and most state income tax because the income is attributable to its members. Therefore, our U.S. tax provision is solely based on the portion of Holdings' income attributable to FXCM Inc. and excludes the income attributable to other members of Holdings whose income is included in Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC.

Lucid LLP is a limited liability partnership that is treated as a partnership for income tax purposes. As a result, Lucid LLP's income is not subject to U.K. corporate income tax because the income is attributable to its members. Therefore, Lucid's tax provision (a component of our tax provision) is solely based on the portion of its income attributable to its managing member, which is a U.K. limited liability company subject to U.K. corporate income tax, and excludes the income attributable to other members of Lucid LLP whose income is included in Allocation of net income to Lucid members for services provided reported in our consolidated income statement as a component of compensation and benefits expense.

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Our income tax provision decreased $15.1 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 due principally to the decrease in taxable income. The decrease in the effective tax rate for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 is principally due to unfavorable tax adjustments applied to the current year tax loss benefit related to the non-deductibility of losses from certain partnerships that are allocated to other members, non-deductible penalties and jurisdictional tax rate differences. Also during the period, as in prior years, the Company established a valuation allowance on the Company’s deferred tax asset associated with the foreign tax credit carryforwards generated during the period. During the nine months ended September 30, 2014, the Company elected to treat UK LTD as a controlled foreign corporation. As a result, the earnings of UK LTD are taxed at the UK tax rate of 21.5%, instead of the US rate of 34%. Additionally, the valuation allowance for foreign tax credit carryforwards is decreased because it no longer includes the impact of UK LTD’s income taxes.

Segment Results

Retail Trading

Retail Trading is our largest segment and consists of providing FX trading and related services to approximately 184,003 active retail customers globally as of September 30, 2014.

Revenues, operating and other expenses and income before income taxes of the Retail Trading segment for the three and nine months ended September 30, 2014 and 2013 are as follows:



	Three Months Ended				Nine Months Ended
	September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013

	(In thousands)
Revenues	$	91,861	$	90,392	$	252,866	$	294,041
Operating and other expenses	52,284		56,900		156,122		166,332
Income before income taxes	$	39,577	$	33,492	$	96,744	$	127,709

Three months ended September 30, 2014

Revenues from our Retail Trading segment increased $1.5 million or 2% to $91.9 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The $1.5 million increase is primarily due to $0.9 million higher retail trading revenue. Revenue from retail FX trading was up $0.4 million and CFD revenue was up by $0.5 million. Other income was higher by $0.2 million primarily due to $0.4 million of higher dormancy and ancillary fees, partially offset by $0.2 million related to lower income from FSL’s brokerage activities. Revenue from retail FX trading for the three months ended September 30, 2014 was impacted by an increase in volatility, particularly in September 2014, offset by a decline in revenue from order flow. Beginning in August 2014, we no longer receive payments for order flow.

Operating and other expenses decreased $4.6 million or 8% to $52.3 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The net decrease is primarily attributable to a charge of $3.5 million in connection with the termination of an employee contract recorded in the three months ended September 30, 2013, lower compensation costs of $1.1 million for the three months ended September 30, 2014 and lower advertising costs of $1.2 million due to reduced spend related to the lower volatility, partially offset by higher depreciation and amortization of $0.6 million related to capitalized software and amortization of intangibles related to current year account acquisitions, $0.4 million increase due to higher UK regulatory fees, $0.4 million of higher bank processing fees and $0.2 million of interest on borrowings under the credit facility.

Nine months ended September 30, 2014

Revenues from our Retail Trading segment decreased $41.2 million or 14% to $252.9 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The $41.2 million decrease is primarily

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due to $38.1 million lower retail FX trading revenue due to 15.4% lower retail trading volumes. Revenue from retail FX trading was down $34.5 million and CFD revenue was down by $3.6 million. Revenue from retail FX trading for the nine months ended September 30, 2014 was impacted by historically muted currency volatility. Other income was lower by $3.1 million primarily due to $0.8 million lower revenue from dormancy and ancillary fees, $1.3 million lower revenue from FSL's brokerage activities and a bad debt recovery of $0.8 million in the nine months ended September 30, 2013.

Operating and other expenses decreased $10.2 million or 6% to $156.1 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The net decrease is primarily attributable to lower referring broker fees of $7.7 million related to lower indirect trading volume, a charge of $3.5 million in connection with the termination of an employee contract recorded in the three months ended September 30, 2013 and lower advertising costs of $1.2 million due to reduced spend related to the lower volatility. The decreases are partially offset by an increase of $1.3 million in compensation and employee benefits which is primarily attributable to higher headcount, employee benefits and variable compensation expense and $1.1 million in higher amortization expense primarily related to capitalized software and amortization of intangibles related to current year account acquisitions.

Institutional Trading

Our Institutional Trading segment facilitates spot FX trades on behalf of institutional customers, enabling them to obtain optimal prices offered by our FX market makers. The counterparties to these trades are external financial institutions that hold customer account balances and settle these transactions. We receive commissions for these services without incurring credit or market risk. Our Institutional Trading segment also includes Lucid, an electronic market marker and trader in the institutional foreign exchange spot and futures markets, and activity from the recent acquisitions of Faros and V3. The V3 acquisition expanded the Lucid business model into a broader array of financial instruments and provides more robust connectivity to various financial exchanges.

Revenues, operating and other expenses and (loss) income before income taxes of the Institutional Trading segment for the three and nine months ended September 30, 2014 and 2013 are as follows:



	Three Months Ended					Nine Months Ended
	September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013

	(In thousands)
Revenues	$	23,926		$	22,856	$	75,856		$	82,204
Operating and other expenses	27,859			20,721		81,049			73,636
Loss on equity method investments, net	239			244		606			689
(Loss) income before income taxes	$	(4,172	)	$	1,891	$	(5,799	)	$	7,879

Three months ended September 30, 2014

Revenues for our Institutional Trading segment increased $1.1 million or 4.7% to $23.9 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The net increase of $1.1 million is primarily due to V3 revenue of $5.4 million and an increase of $2.7 million from institutional business trading on the FastMatch platform, partially offset by a decrease in Lucid revenues of $6.5 million. The decline in Lucid revenues is attributable to the decrease in currency volatility for the three months ended September 30, 2014 versus the three months ended September 30, 2013 and less attractive order flow.

Operating and other expenses increased $7.1 million to $27.9 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The increase is primarily due to V3 and Faros operating expenses of $4.9 million, $2.2 million higher platform costs for FastMatch, higher prime broker fees of $0.7 million, a $1.1 million impairment charge to write down the value of an electronic FX option trading platform and an increase of $0.4 million in depreciation and amortization, largely attributable to amortization of intangibles from the Faros and V3 acquisitions. These increases were partially offset by a decrease in Lucid operating expenses of $1.8 million, including $1.5 million of compensation expense representing the portion of the 49.9% of Lucid's earnings allocated among the non-controlling members of Lucid based on services provided to Lucid and lower trading costs of $0.3 million due to the lower trading revenue and lower platform costs of $0.3 million for FXCM Pro.

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The Institutional Trading segment includes equity investment losses of $0.2 million related to our share of FastMatch's earnings.

Nine months ended September 30, 2014

Revenues for our Institutional Trading segment decreased by $6.3 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The net decrease of $6.3 million is primarily due to a decrease of $27.8 million in Lucid's revenue due to the lower currency volatility, partially offset by revenue from V3 of $14.2 million, increased revenue from our other institutional business of $3.7 million, largely due to increased trading on the FastMatch platform and a $3.7 million reduction in the Faros Follow-on Payment recorded in Other income.

Operating and other expenses increased $7.4 million to $81.0 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The increase is primarily due to V3 and Faros operating expenses of $16.6 million, $4.4 million higher platform costs for FastMatch, higher prime broker fees of $1.4 million, a $1.1 million impairment charge to write down the value of an electronic FX option trading platform and an increase of $1.3 million in depreciation and amortization, largely attributable to amortization of intangibles for the Faros and V3 acquisitions. These increases are partially offset by a decrease in Lucid operating expenses of $15.5 million including $11.2 million of compensation expense representing the portion of the 49.9% of Lucid's earnings allocated among the non-controlling members of Lucid based on services provided to Lucid and lower trading costs of $3.9 million due to the lower trading revenue, lower variable compensation for FXCM Pro of $1.1 million and lower platform costs of $1.0 million for FXCM Pro.

The Institutional Trading segment includes equity investment losses of $0.6 million related to our share of FastMatch's earnings.

Corporate

Loss before income taxes of the Corporate segment for the three and nine months ended September 30, 2014 and 2013 are as follows:



	Three Months Ended						Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013

	(In thousands)
Revenues	$	360		$	—		$	360		$	—
Operating and other expenses	31,724			41,785			91,903			89,317
Loss (gain) on equity method investments, net	137			(61		)	304			39
Loss before income taxes	$	(31,501	)	$	(41,724	)	$	(91,847	)	$	(89,356	)

Three months ended September 30, 2014

Loss before income taxes decreased $10.2 million or 25% to $31.5 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The decrease in operating and other expenses of $10.1 million is primarily attributable to a charge of $15.0 million recorded in the three months ended September 30, 2013 related to a liability established pertaining to ongoing discussions with the FCA regarding trade execution practices prior to August 2010, lower communication and technology costs of $0.5 million and lower accounting and professional fees of $1.2 million. These decreases were partially offset by (i) a charge of $2.3 million related to a put options payment for Online Courses (see Note 15 to the condensed consolidated financial statements); (ii) increased compensation and benefits of $1.6 million due to higher headcount; (iii) an accrual of $0.7 million for additional restitution related to trade execution practices prior to August 2010; (iv) higher occupancy costs of $0.5 million; (v) higher local taxes of $0.4 million and (vi) $0.2 million of net expense related to regulatory and customer settlements.

Revenue for the three months ended September 30, 2014 includes a credit of $0.4 million attributable to the remeasurement of our tax receivable agreement liability to reflect a revised effective tax rate.

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Nine months ended September 30, 2014

Loss before income taxes increased $2.5 million or 3% to $91.8 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The increase in operating and other expenses of $2.6 million is primarily attributable to (i) increased compensation and benefits of $5.0 million primarily due to higher headcount; (ii) interest on the Convertible Notes of $4.4 million; (iii) charges of $3.6 million related to put options payments for Online Courses (see Note 15 to the condensed consolidated financial statements); (iv) an accrual of $2.5 million for additional restitution related to trade execution practices prior to August 2010; (v) $1.6 million related to regulatory and customer settlements; (v) $1.5 million of higher legal costs; (vi) $1.0 million of higher local taxes and (vii) higher occupancy costs of $0.8 million, partially offset by a charge of $15.0 million recorded in the three months ended September 30, 2013 related to a liability established pertaining to ongoing discussions with the FCA regarding trade execution practices prior to August 2010, lower accounting and professional fees of $3.0 million and lower communication and technology costs of $0.7 million.

Revenue for the nine months ended September 30, 2014 includes a credit of $0.4 million attributable to the remeasurement of our tax receivable agreement liability to reflect a revised effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

We finance, and plan to continue to finance, our operating liquidity and capital needs with funds generated from our operations. In addition, we may choose to rely on our Credit Agreement, subject to its terms, to assist us with managing our operating liquidity and capital needs. As of September 30, 2014, we had cash and cash equivalents of $326.7 million and remaining borrowing capacity under the Credit Agreement of $120.0 million, subject to the terms and conditions of the Credit Agreement. We primarily invest our cash and cash equivalents in short-term demand deposits at various financial institutions. In general, we believe all our deposits are with institutions of high credit quality and we have sufficient liquidity to conduct the operations of our businesses.

As a holding company, almost all of the funds generated from our operations are earned by our operating subsidiaries. We access these funds through receipt of dividends from our subsidiaries. Some of our subsidiaries are subject to requirements of various regulatory bodies relating to liquidity and capital standards, which are often in excess of the minimum regulatory capital requirements. In addition, pursuant to covenants in the Credit Agreement, certain subsidiaries are required to maintain excess net capital amount of 125% of the minimum regulatory capital. These regulatory and Credit Agreement requirements

may limit the funds available for the payment of dividends to us. In addition, while we currently do not intend nor foresee a need to repatriate funds deemed to be permanently reinvested in certain foreign subsidiaries, the election to do so in the future could increase our effective tax rate. At September 30, 2014, approximately 60.8% of our cash and cash equivalents were held in these respective foreign subsidiaries.

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The table below presents the minimum capital requirement, the capital, as defined by the respective regulatory authority, and the excess capital for the Company's regulated entities, as of September 30, 2014:



	As of September 30, 2014
	Regulatory Jurisdiction	Minimum Regulatory Capital Requirements		Capital Levels Maintained		Excess Net Capital

	(In millions)
Forex Capital Markets L.L.C.	USA	$	30.4	$	52.2	$	21.8
Forex Capital Markets Limited	U.K.	33.0		109.3		76.3
FXCM Asia Limited	Hong Kong	13.5		31.9		18.4
FXCM Australia, Ltd.	Australia	0.9		1.4		0.5
ODL Group Limited	U.K.	4.3		26.2		21.9
FXCM Securities Limited	U.K.	6.6		41.7		35.1
FXCM Japan Securities Co., Ltd.	Japan	5.2		35.7		30.5
Lucid Markets LLP	U.K.	2.7		16.6		13.9
Faros Trading LLC	USA	—		—		—

We filed a shelf registration statement on Form S-3 with the SEC on October 4, 2012. The shelf registration statement provides us with the ability to offer, from time to time and subject to market conditions, debt securities, preferred stock, common stock, depositary shares, purchase contracts warrants or units for proceeds in the aggregate amount of up to $125.0 million. The shelf registration statement is intended to give us greater flexibility to efficiently raise capital and put us in a position to take advantage of favorable market conditions as they arise.

Cash Flow and Capital Expenditures

Periods Ended September 30, 2014 and 2013

The following table sets forth a summary of our cash flow for the nine months ended September 30, 2014 and September 30, 2013:



	Nine Months Ended September 30,
	2014			2013

	(In thousands)
Cash (used in) provided by operating activities	$	(8,667	)	$	140,779
Cash used in investing activities	(49,400		)	(46,639		)
Cash provided by financing activities	22,965			58,965
Effect of foreign currency exchange rate changes on cash and cash equivalents	(3,413		)	(3,492		)
Net (decrease) increase in cash and cash equivalents	(38,515		)	149,613
Cash and cash equivalents – end of period	$	326,730		$	421,945

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Operating Activities

Details of cash used in or provided by operating activities are as follows, with amounts in thousands:



	Nine Months Ended September 30,
	2014			2013
EBITDA⁽¹⁾	$	49,012		$	88,512
Non-cash equity-based compensation	10,238			9,896
Net interest payments	(2,762		)	(1,207		)
Net income tax payments	(407		)	(3,199		)
All other, net, including net current assets and liabilities	(64,748		)	46,776
Net cash (used in) provided by operating activities	$	(8,667	)	$	140,779

____________

(1)(See Non-GAAP Financial Measures)

Cash provided by operating activities decreased $149.4 million to net cash used in operating activities of $8.7 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The decrease is primarily attributable to a decrease in EBITDA of $39.5 million, an increase in net due from brokers balances of $61.0 million, of which approximately $17.4 million is due to the funding of prime broker accounts for V3 and $43.6 million is due to the timing of settlements, an increase in restricted time deposits held by FXCMJ of $9.1 million and $16.6 million restitution and penalty payments related to trade execution practices of UK and FSL in the period from 2006 to 2010.

Investing Activities

Details of cash used in investing activities are as follows, with amounts in thousands:

Cash Flow Investing



	Nine Months Ended September 30,
	2014			2013
Capital expenditures	$	(16,320	)	$	(16,792	)
Acquisition, net of cash acquired	(21,791		)	(26,812		)
Payment for equity investments	—			(3,000		)
Issuance of notes receivable	(1,500		)	—
Purchase of intangible assets	(9,789		)	(35		)
Net cash used in investing activities	$	(49,400	)	$	(46,639	)

Cash used in investing activities of $49.4 million in the nine months ended September 30, 2014 consisted primarily of $19.5 million for the V3 acquisition, $16.3 million of capital expenditures, $9.8 million to FXDD and IBFX for the acquisition of customer accounts, and $2.3 million pay down of the Lucid promissory notes issued in connection with the Lucid June 2012 acquisition.

Cash used in investing activities of $46.6 million in the nine months ended September 30, 2013 consisted of capital expenditures of $16.8 million, $22.9 million pay down of the Lucid promissory notes issued in connection with the Lucid June 2012 acquisition, $3.9 million related to the Faros acquisition and a $3.0 million payment for our investment in Fastmatch.

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Financing Activities

Details of cash provided by financing activities are as follows, with amounts in thousands:

Cash Flow Financing



	Nine Months Ended September 30,
	2014			2013
Distributions - non-controlling members	$	(4,281	)	$	(10,621	)
Contributions from other non-controlling members	2,540			—
Dividend payments	(8,258		)	(6,923		)
Common stock repurchased	(644		)	(16,312		)
Proceeds from issuance of Convertible Notes, net of debt issuance costs	—			166,467
Purchase of note hedges relating to the Convertible Notes issuance	—			(29,101		)
Proceeds from employee stock option exercises	3,608			21,877
Proceeds from sale of warrants relating to the Convertible Notes issuance	—			18,578
Net borrowings (payments) under the Credit Agreement	30,000			(85,000		)
Net cash provided by (used in) financing activities	$	22,965		$	58,965

The $6.3 million decrease in distributions to non-controlling members during the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 is attributable to the decrease in net income and to the decrease in Holdings' non-controlling interest ownership. The $1.3 million increase in dividends paid to FXCM Inc.'s Class A common stockholders during the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 is attributable to the increase in the number of FXCM Inc.'s Class A common shares outstanding due to the non-controlling members of Holdings exchanging their membership units for FXCM Inc.'s Class A common stock and stock option exercises. During the nine months ended September 30, 2014, net borrowings under the Credit Agreement were $30.0 million. During the nine months ended September 30, 2013, we made net payments of $85.0 million towards outstanding Credit Agreement borrowings primarily using the proceeds from the Convertible Debt Offering.

Credit Agreement

On August 7, 2014, the Company entered into an amendment to the Credit Agreement by and among Holdings, LLC, Bank of America, N.A., as administrative agent and certain lenders from time to time parties thereto. The amendment reduces the maximum borrowing to $150.0 million, and modifies certain terms of the Credit Agreement, including the definition of Consolidated EBITDA, to allow for certain one-time expenses to be excluded from the calculation of Holdings’ financial covenants. The amendment also adjusts certain financial covenants, including the increase of the Consolidated Leverage Ratio from “2.50 to 1.00” to “2.75 to 1.00” and establishing a Consolidated Senior Leverage Ratio of 1.50 to 1.00, as each of those terms are defined in the Credit Agreement.

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	Commitment Fee		Applicable Margin for Eurodollar Loans		Applicable Margin for Base Rate Loans
Consolidated Leverage Ratio
Less than 0.50 to 1.00	0.25	%	1.75	%	0.75	%
Greater than or equal to 0.50 to 1.00 but less than 1.00 to 1.00	0.30	%	2.00	%	1.00	%
Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00	0.35	%	2.25	%	1.25	%
Greater than or equal to 1.50 to 1.00, but less than 2.00 to 1.00	0.40	%	2.50	%	1.50	%
Greater than or equal to 2.00 to 1.00	0.45	%	2.75	%	1.75	%

The Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as defined in the Credit Agreement, plus 0.5%, (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent, Bank of America, N.A., as its prime rate, and (c) the Eurodollar Rate plus 1.00%. The Eurodollar Rate means the rate per annum equal to (i) the British Bankers Association LIBOR Rate, or (ii) if such rate is not available, the rate per annum determined by the administrative agent.

Interest expense related to borrowings under the Credit Agreement, including the amortization of debt financing costs was $0.4 million and $1.2 million, for the three and nine months ended September 30, 2014, respectively. Interest expense related to borrowing under the Credit Agreement, including the amortization of debt financing costs was $0.1 million and $1.3 million for the three and nine months ended September 30, 2013, respectively.

Pursuant to covenants in the Credit Agreement, Holdings’ is required to maintain: excess net capital amount of 125% of adjusted net capital required to be maintained as of the last day of any fiscal quarter for US and UK (see Note 12 to the unaudited condensed consolidated financial statements), Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Consolidated Senior Leverage Ratio, each as defined in the Credit Agreement, of 4.00 to 1.00, 2.75 to 1.00 and 1.50 to 1.00, respectively, as of the last day of any fiscal quarter, Net Unhedged Exposure, as defined in the Credit Agreement, of less than 20% of total assets of Holdings and its subsidiaries, and Net Unhedged Non-FX Exposure, as defined in the Credit Agreement, of less than 10% of total assets of Holdings and its subsidiaries. At September 30, 2014, Holdings’ Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Consolidated Senior Leverage Ratio was 18 to 1.0, 2.49 to 1.00 and 0.44 to 1.00, respectively. In addition, the Credit Agreement contains certain customary covenants as well as certain customary events of default. As of September 30, 2014, Holdings was in compliance with all material covenants.

During the three and nine months ended September 30, 2014, the weighted average dollar amount of borrowings related to the Credit Agreement was $27.7 million and $37.5 million, respectively, and the weighted average interest rates were 2.90% and 2.68%, respectively. During the three and nine months ended September 30, 2013 the weighted average dollar amount of borrowings related to the Credit Agreement were nil and $46.7 million, respectively, and the weighted average interest rates were nil and 2.44%, respectively.

Senior Convertible Notes due 2018

In June 2013, we issued $172.5 million principal amount of Convertible Notes and received net proceeds of $166.5 million, after deducting the initial purchasers' discount and offering expenses. The Convertible Notes pay interest semi-annually on June 15 and December 15 at a rate of 2.25% per year, commencing December 15, 2013. The Convertible Notes will mature on June 15, 2018. We used $10.5 million of the net proceeds of the offering to fund the net cost of the convertible note hedge and warrant transactions described below, repaid $80.0 million of outstanding borrowings under our revolving credit agreement and repaid $22.9 million of outstanding promissory notes issued in connection with the Lucid acquisition. We used the remaining net proceeds from the offering for general corporate purposes, including funding the V3 and Faros acquisitions.

Prior to March 15, 2018, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. The Convertible Notes will be convertible at an initial conversion rate of 53.2992 shares of FXCM Inc. Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $18.76, which represents an approximately 32.5% conversion premium to the last reported sale price of $14.16 per share of FXCM Inc. Class A common stock on the New York Stock Exchange on May 28, 2013. In addition, following certain corporate transactions that occur prior to the maturity date, FXCM Inc. will, in certain

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circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such corporate transaction. Upon conversion, FXCM Inc. will deliver cash up to the principal amount. With respect to any conversion value in excess of the principal amount, FXCM Inc. will deliver shares of FXCM Inc. Class A common stock (unless it elects to deliver cash in lieu of all or a portion of such shares).

In connection with the offering of the Convertible Notes, we entered into privately negotiated convertible note hedge transactions. The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of FXCM Inc. Class A common stock that will initially underlie the Convertible Notes. The convertible note hedge transactions are intended to reduce the potential dilution and/or offset potential cash payments FXCM Inc. is required to make upon conversion of the Convertible Notes. We also entered into privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of FXCM Inc. Class A common stock as the convertible note hedge transactions. The strike price of the warrant transaction will initially be $21.24 per share, which represents an approximately 50.0% premium to the last reported sale price of FXCM Inc. common stock on the New York Stock Exchange on May 28, 2013. The warrant transactions will have a dilutive effect to the extent that the market price per share of FXCM Inc.'s Class A common stock exceeds the applicable strike price of the warrants on the applicable expiration dates of the warrants. The net cost of the convertible note hedge transactions after such cost was partially offset by the warrant transactions proceeds was $10.5 million.

FXCM Inc. entered into several agreements with Holdings pursuant to which, among other things, FXCM Inc. provided Holdings with the net proceeds of the offering less approximately $10.5 million, which was the net cost to FXCM Inc. of the convertible note hedge transactions discussed above, and Holdings agreed to provide FXCM Inc. with the cash necessary to make any payments required under the Convertible Notes.

Lucid Notes Payable

On June 6, 2014 a series of 2.25% unsecured promissory notes issued to the Lucid sellers in connection with the Lucid acquisition matured. In satisfaction of the matured notes the company repaid $2.3 million and issued a series of 2.25% unsecured promissory notes to the Lucid sellers for the balance of $7.5 million with a maturity date of December 6, 2014.

NON-GAAP FINANCIAL MEASURES

We use Non-GAAP financial measures to evaluate our operating performance, as well as the performance of individual employees. Management believes that the disclosed Non-GAAP measures when presented in conjunction with comparable U.S. GAAP measures are useful to investors to compare FXCM's results across several periods and facilitate an understanding of FXCM's operating results. These measures do not represent and should not be considered as a substitute for net income, net income attributable to FXCM Inc. or net income per Class A share or as a substitute for cash flow from operating activities, each as determined in accordance with U.S. GAAP, and our calculations of these measures may not be comparable to similarly entitled measures reported by other companies.

Adjusted Non-GAAP results begin with information prepared in accordance with U.S. GAAP, adjusted to exclude certain items and reflects the conversion of all units of Holdings for shares of Class A common stock of FXCM Inc. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The differences between Adjusted Non-GAAP and U.S. GAAP results are as follows:


1.	Assumed Exchange of Units of Holdings for FXCM Inc. Class A Shares. As a result of the exchange of Holdings units, the non-controlling interest related to these units is converted to controlling interest. The Company’s management believes that it is useful to provide the per-share effect associated with the assumed exchange of all Holdings units.

Compensation Expense. Adjustments have been made to eliminate expense relating to stock based compensation relating to the Company’s IPO as well as costs associated with the acquisition of V3 Markets, LLC. Given the nature of these expenses, they are not viewed by management as expenses incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these expenses.

Lucid Minority Interest/Compensation Expense. Our reported U.S. GAAP results reflect the portion of the 49.9% of Lucid earnings allocated among the non-controlling members of Lucid based on services provided as a component of compensation expense under Allocation of net income to Lucid members for services provided. Adjustments have been made to reclassify this allocation of Lucid's earnings attributable to non-controlling members to “Net income (loss) attributable to other non-controlling interests”. The Company's management believes that this reclassification provides

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a more meaningful view of the Company's operating expenses and the Company's economic arrangement with Lucid's non-controlling members. This adjustment has no impact on net income as reported by the Company.


4.	Acquisition Costs/Income. Adjustments have been made to eliminate certain acquisition related costs/income. Given the nature of these items, they are not viewed by management as expenses/income incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these items.


5.	Regulatory Costs. Adjustments have been made to eliminate certain costs (including client reimbursements) associated with ongoing discussions and settling certain regulatory matters. Given the nature of these expenses, they are not viewed by management as expenses incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these expenses.

Income Taxes. Prior to the IPO FXCM was organized as a series of limited liability companies and foreign corporations, and even following the IPO not all of the Company's income is subject to corporate-level taxes. As a result, adjustments have been made to assume that the Company has adopted a conventional corporate tax structure and is taxed as a C corporation in the U.S. at the prevailing corporate rates. This assumption is consistent with the assumption that all of Holdings units are exchanged for shares of FXCM Inc. Class A common stock, as discussed in Item 1 above, as the assumed exchange would change the tax structure of the Company. In addition, adjusted income tax provision reflects the tax effect of any Non-GAAP adjustments.

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Reconciliation of U.S. GAAP Reported to Non-GAAP Adjusted Financial Measures⁽¹⁾
	Three Months Ended September 30,
	2014								2013
	U.S. GAAP Basis As Reported			Non-GAAP Adjustments			Non-GAAP Measures		U.S. GAAP Basis As Reported			Non-GAAP Adjustments			Non-GAAP Measures
Net revenues⁽²⁾	$	116,147		$	(360	)	$	115,787	$	113,248		$	—		$	113,248

Compensation and benefits⁽³⁾	$	29,055		$	(3,715	)	$	25,340	$	31,805		$	(8,611	)	$	23,194

General and administrative⁽⁴⁾	$	17,219		$	(3,116	)	$	14,103	$	27,949		$	(15,000	)	$	12,949

Depreciation and amortization⁽⁵⁾	$	15,041		$	(1,097	)	$	13,944	$	12,849		$	—		$	12,849

Total operating income (loss)	$	7,308		$	7,568		$	14,876	$	(3,289	)	$	23,611		$	20,322

Income (loss) before income taxes	$	3,904		$	7,568		$	11,472	$	(6,341	)	$	23,611		$	17,270

Income tax provision⁽⁶⁾	$	1,144		$	1,567		$	2,711	$	2,444		$	2,692		$	5,136

Net income (loss)	$	2,760		$	6,001		$	8,761	$	(8,785	)	$	20,919		$	12,134

Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC⁽⁷⁾	$	1,538		$	(1,538	)	$	—	$	(3,133	)	$	3,133		$	—

Net (loss) income attributable to other non-controlling interests⁽⁸⁾	$	(1,170	)	$	1,483		$	313	$	(530	)	$	2,996		$	2,466

Net income (loss) attributable to FXCM Inc.	$	2,392		$	6,056		$	8,448	$	(5,122	)	$	14,790		$	9,668

Diluted weighted average shares outstanding as reported and Non-GAAP fully exchanged, fully diluted weighted average shares outstanding⁽⁹⁾	43,819						79,611		34,469						76,374

Diluted net income (loss) per share as reported and Non-GAAP adjusted net income per fully exchanged, fully diluted weighted average shares outstanding	$	0.05		$	0.06		$	0.11	$	(0.15	)	$	0.28		$	0.13

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Reconciliation of U.S. GAAP Reported to Non-GAAP Adjusted Financial Measures⁽¹⁾
	Nine Months Ended September 30,
	2014								2013
	U.S. GAAP Basis As Reported			Non-GAAP Adjustments			Non-GAAP Measures		U.S. GAAP Basis As Reported			Non-GAAP Adjustments			Non-GAAP Measures
Net revenues⁽²⁾	$	329,082		$	(4,032	)	$	325,050	$	376,245		$	—		$	376,245

Compensation and benefits⁽³⁾	$	93,054		$	(13,410	)	$	79,644	$	96,929		$	(27,736	)	$	69,193

Communication and technology⁽¹⁰⁾	$	37,684		$	(206	)	$	37,478	$	28,231		$	—		$	28,231

General and administrative⁽⁴⁾	$	48,898		$	(7,860	)	$	41,038	$	53,843		$	(15,000	)	$	38,843

Depreciation and amortization⁽⁵⁾	$	40,793		$	(1,097	)	$	39,696	$	37,304		$	—		$	37,304

Total operating income	$	9,129		$	18,541		$	27,670	$	51,936		$	42,736		$	94,672

(Loss) income before income taxes	$	(902	)	$	18,541		$	17,639	$	46,232		$	42,736		$	88,968

Income tax provision⁽⁶⁾	$	1,648		$	2,516		$	4,164	$	16,793		$	7,303		$	24,096

Net (loss) income	$	(2,550	)	$	16,025		$	13,475	$	29,439		$	35,433		$	64,872

Net income attributable to non-controlling interest in FXCM Holdings, LLC⁽⁷⁾	$	1,756		$	(1,756	)	$	—	$	21,190		$	(21,190	)	$	—

Net (loss) income attributable to other non-controlling interests⁽⁸⁾	$	(5,697	)	$	7,061		$	1,364	$	(3,613	)	$	18,000		$	14,387

Net income attributable to FXCM Inc.	$	1,391		$	10,720		$	12,111	$	11,862		$	38,623		$	50,485

Diluted weighted average shares outstanding as reported and Non-GAAP fully exchanged, fully diluted weighted average shares outstanding⁽⁹⁾	42,367						78,899		32,009						75,952

Diluted net income per share as reported and adjusted Non-GAAP net income per fully exchanged, fully diluted weighted average shares outstanding	$	0.03		$	0.12		$	0.15	$	0.37		$	0.29		$	0.66

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⁽¹⁾ The presentation includes Non-GAAP financial measures. These Non-GAAP financial measures are not prepared under any comprehensive set of accounting rules or principles, and do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with U.S. GAAP.
⁽²⁾ Represents the elimination of a $0.4 million benefit in the third quarter of 2014 attributable to the remeasurement of our tax receivable agreement liability to reflect a revised effective tax rate and the elimination of a $3.7 million benefit recorded in the first quarter of 2014 to reduce the contingent consideration related to the Faros acquisition.
⁽³⁾ Represents the elimination of stock-based compensation associated with the IPO, expense of $3.5 million connected to the termination of an employment contract in the third quarter of 2013, the elimination of V3 acquisition costs in the first quarter of 2014 and the reclassification of the 49.9% of Lucid’s earnings allocated among the non-controlling interests recorded as compensation for U.S. GAAP purposes to Net (loss) income attributable to other non-controlling interests.
⁽⁴⁾ Represents the net expense relating to pre-August 2010 trade execution practices and other regulatory fees and fines in 2014 and 2013, the charge related to put option payments for Online Courses in 2014 ($1.3 million in the second quarter 2014 and $2.3 million in the third quarter 2014) and the elimination of V3 acquisition costs in the first quarter of 2014.
⁽⁵⁾ Represents a $1.1 million impairment charge to write down the value of an electronic foreign exchange trading platform in the third quarter of 2014.
⁽⁶⁾ Represents an adjustment to reflect the assumed effective corporate tax rate of approximately 23.6% and 29.7% for the three months ended September 30, 2014 and 2013, respectively, and 23.6% and 27.1% for the nine months ended September 30, 2014 and 2013, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state, local and/or foreign jurisdiction. The adjustment assumes full exchange of existing unitholders Holdings units for shares of Class A common stock of the Company and reflects the tax effect of any Non-GAAP adjustments.
⁽⁷⁾ Represents the elimination of the non-controlling interest associated with the ownership by existing unitholders of Holdings (excluding FXCM, Inc.), as if the unitholders had fully exchanged their Holdings units for shares of Class A common stock of the Company.
⁽⁸⁾ Represents the reclassification of the 49.9% of Lucid’s earnings allocated among the non-controlling interests recorded as compensation for U.S. GAAP purposes to Net (loss) income attributable to other non-controlling interests and the impact of other Non-GAAP adjustments impacting non-controlling interests.
⁽⁹⁾ Assumed exchange of units of Holdings for FXCM Inc. Class A shares. As a result of the exchange of Holdings units, the non-controlling interest related to these units is converted to controlling interest.
⁽¹⁰⁾ Represents the elimination of V3 acquisition costs in the first quarter of 2014.

The following table reconciles results on both a Non-GAAP basis as reconciled in the prior table, and U.S. GAAP as reported to Adjusted EBITDA for the three and nine months ended September 30, 2014 and 2013:



	Three Months Ended September 30,										Nine Months Ended September 30,

	(In thousands)
	Non-GAAP Measures				U.S. GAAP						Non-GAAP Measures				U.S. GAAP
	2014		2013		2014			2013			2014		2013		2014			2013
Net income (loss) attributable to FXCM Inc.	$	8,448	$	9,668	$	2,392		$	(5,122	)	$	12,111	$	50,485	$	1,391		$	11,862
Net income (loss) attributable to non-controlling interest in FXCM Holdings, LLC	—		—		1,538			(3,133		)	—		—		1,756			21,190
Net income (loss) attributable to other non-controlling interests	313		2,466		(1,170		)	(530		)	1,364		14,387		(5,697		)	(3,613		)
Income tax provision	2,711		5,136		1,144			2,444			4,164		24,096		1,648			16,793
Depreciation and amortization	13,944		12,849		15,041			12,849			39,696		37,304		40,793			37,304
Interest on borrowing	3,028		2,869		3,028			2,869			9,121		4,976		9,121			4,976
Adjusted EBITDA	$	28,444	$	32,988	$	21,973		$	9,377		$	66,456	$	131,248	$	49,012		$	88,512

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Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Obligations Resulting from Joint and Several Liability Arrangements

In February 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This standard requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of (i) the amount the entity agreed to pay on the basis of its arrangement among its co-obligors and (ii) any additional amount it expect to pay on behalf of its co-obligors.

ASU No. 2013-04 is effective for fiscal years and interim periods beginning after December 15, 2013, but earlier adoption is permitted. Upon adoption, the standard should be applied retrospectively to all prior periods presented. This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of an Investment within a Foreign Entity or of an Investment in a Foreign Entity

ASU No. 2013-05 is effective for fiscal years and interim periods beginning after December 15, 2013, and will be applied prospectively. This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Presentation of Unrecognized Tax Benefits

ASU No. 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013, but earlier adoption is permitted. Upon adoption, the standard should be applied prospectively to unrecognized tax benefits that existed at the effective date. Retrospective application is permitted. This guidance became effective for the Company on January 1, 2014 and did not have a material impact on the presentation of the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Reporting Discontinued Operations

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loss of disposal transactions not reported as discontinued operations. The standard is effective prospectively for years beginning on or after December 15, 2014, with early application permitted. The Company plans to adopt the standard prospectively on its required effective date of January 1, 2015 and the impact, if any, on the Company’s consolidated financial condition, results of operations or cash flows will be dependent on the nature of future disposals.

Revenue from Contracts with Customers

•Identify the contract(s) with a customer.

•Identify the performance obligations in the contract.

•Determine the transaction price.

•Allocate the transaction price to the performance obligations in the contract.

•Recognize revenue when (or as) the entity satisfies a performance obligation.

Contractual Obligations and Commercial Commitments

The following table reflects a summary of our contractual obligations and other commercial commitments at September 30, 2014:



	As of September 30, 2014
	Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		More Than 5 Years

	(In thousands)
Lease obligations	$	43,840	$	1,629	$	15,539	$	6,803	$	19,869
Credit Agreement⁽¹⁾	33,155		356		32,799		—		—
Lucid Note Payable⁽²⁾	7,544		7,544		—		—		—
Convertible Notes	188,026		1,941		11,644		174,441		—
Tax Receivable Agreement	151,838		—		20,696		16,849		114,293
Vendor obligations	711		282		429		—		—
Total	$	425,114	$	11,752	$	81,107	$	198,093	$	134,162

_____________________


⁽¹⁾	Assumes there will be no other increases to the amount borrowed at September 30, 2014 and the outstanding balance will be paid upon expiration of the facility. Includes commitment fees using the rates in effect as of September 30, 2014.


⁽²⁾	Principal plus interest at the stated rate of 2.25%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Currency risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of our assets denominated in foreign currencies as well as our earnings due to the translation of our statements of financial condition and statements of operations from local currencies primarily to U.S. dollars. We currently have limited exposure to currency risk from customer open positions as we utilize an agency model, simultaneously entering offsetting trades with both our customers and FX market makers. However, we do incur currency mismatch risk arising from customer accounts denominated in one currency being secured by cash deposits in a different currency. As exchange rates change, we could suffer a loss.

As of September 30, 2014, 1.03% of our net assets (assets less liabilities) were in British pounds, 0.70% in Euros, 10.72% in Japanese yen, and 3.31% in Hong Kong dollars, and 2.14% in all other currencies than the US dollar. For illustrative purposes, if each of these currencies were to adversely change by 10% with no intervening hedging activity by ourselves, this would result in a pre-tax loss (gain) of $0.7 million in the case of British pounds, $0.4 million for Euros, $6.9 million for Japanese yen, and $2.1 million for Hong Kong dollars.

Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will impact our financial statements.

Our cash and customer cash (on which we do not pay interest) is held primarily in short-term demand deposits at banks and at our FX market makers. Interest rates earned on these deposits and investments affects our interest revenue. We currently derive a minimal amount of interest income on our cash balances as interest rates are near-zero. Based on cash and customer cash held at September 30, 2014 we estimate that a 50 basis point change in interest rates would increase our annual pretax income by approximately $8.3 million.

We also earn a spread on overnight positions financing (rollovers) and the interest differential our customers earn or pay depending on whether the currency that they purchased is a higher or lower yielding currency relative to the currency that they sold. Currently interest rate differentials globally are at low levels and we earn a minimal amount of income from our spread on rollover.

The Convertible Notes pay a fixed rate of interest and are not subject to fluctuations in interest rates. If we were to refinance the debt, the interest rates in effect at that time may be different than the existing fixed rate. Our Credit Agreement exposes us to risk due to the variable interest rate under the terms of the agreement. Based on the current outstanding balance and benchmark rate, if the rate were to increase or decrease by 10%, the impact to interest expense would be less than $0.1 million.

Credit risk

Credit risk is the risk that a borrower or counterparty will fail to meet their obligations. We are exposed to credit risk from our retail and institutional customers as well as institutional counterparties.

All retail customers are required to deposit cash collateral in order to trade on our platforms. Our policy is that retail customers are not advanced credit in excess of the cash collateral in their account and our systems are designed so that each customer’s positions are revalued on a real-time basis to calculate the customer’s usable margin. Usable margin is the cash the customer holds in the account after adding or deducting real-time gains or losses, less the margin requirement. The retail customer’s positions are automatically closed once his or her usable margin falls to zero. Exposure to credit risk from customers is therefore minimal. While it is possible for a retail customer account to go negative in rare circumstances, for example, due to system failure, a final stop loss on the account is automatically triggered which will execute the closing of all positions. For the nine months ended September 30, 2014 and 2013, our credit exposure was $0.3 million and $1.5 million, respectively, as a result of customer accounts that had gone negative.

Institutional customers are permitted credit pursuant to limits set by the prime brokers that we use. As part of our arrangement with our prime brokers, they incur the credit risk regarding the trading of our institutional customers.

In addition, we are exposed to the following institutional counterparties: clearing and prime brokers as well as banks with respect to our own deposits and deposits of customer funds. We are exposed to credit risk in the event that such counterparties fail to fulfill their obligations. We manage the credit risk arising from institutional counterparties by setting exposure limits and monitoring exposure against such limits, carrying out periodic credit reviews, and spreading credit risk across a number of different institutions to diversify risk. As of September 30, 2014, our exposure to our three largest institutional counterparties, all major global banking institutions, was 33.5% of total assets and the single largest within the group was 14.8% of total assets. As of December 31, 2013, our exposure to our three largest institutional counterparties, all major global banking institution, was 33.0% of total assets and the single largest within the group was 13.4% of total assets.

Market risk

Market risk is the risk of losses in on- and off-balance sheet positions arising from movements in market prices. Generally, we incur market risk as a result of trading in our retail business, Lucid and V3. As we predominantly operate our retail business on an agency model with the exception of certain trades of our CFD customers we are not exposed to the market risk of a position moving up or down in value. As of September 30, 2014, our net unhedged exposure to CFD customer

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positions was 4.4% of total assets. A 10% change in the value of our unhedged CFD positions as of September 30, 2014 would result in a $10.6 million decrease in pre-tax income.

Lucid exposes us to market risk in the institutional foreign exchange market. Lucid has risk limits by currency, trading strategy and overall exposure which are monitored continuously. In addition, Lucid seeks to close all open positions by the end of each foreign exchange trading day in New York. The average intra-day gross notional position in the three months ended September 30, 2014 was $21.2 million and the maximum intra-day gross position was $77.4 million. A 10% fully correlated decrease in value at the maximum intra-day position would result in a $7.7 million decrease in consolidated pre-tax income.

V3's market making and trading activities expose us to market risk. Market risks include price risk, volatility risk, liquidity risk and interest rate risk. Further risks may result from unexpected market reactions to economic data. V3 monitors these risks through risk limits, continuously monitoring positions and hedging strategies. V3’s practices are designed to limit risk exposure assumed to approximately $1.5 million.

Liquidity risk

In normal conditions, our business of providing online FX trading and related services is self-financing as we generate sufficient cash flows to pay our expenses as they become due. As a result, we generally do not face the risk that we will be unable to raise cash quickly enough to meet our payment obligations as they arise. Our cash flows, however, are influenced by customer trading volume and the income we derive on that volume. These factors are directly impacted by domestic and international market and economic conditions that are beyond our control. In an effort to manage this risk, we maintain a substantial pool of liquidity. As of September 30, 2014, cash and cash equivalents, excluding cash and cash equivalents held for customers, were 13.7% of total assets.

Operational risk

Our operations are subject to various risks resulting from technological interruptions, failures, or capacity constraints in addition to risks involving human error or misconduct. Regarding technological risks, we are heavily dependent on the capacity and reliability of computer and communications systems supporting our operations. We have established a program to monitor our computer systems, platforms and related technologies and to address issues that arise promptly. We have also established disaster recovery facilities in strategic locations to ensure that we can continue to operate with limited interruptions in the event that our primary systems are damaged. As with our technological systems, we have established policies and procedures designed to monitor and prevent both human errors, such as clerical mistakes and incorrectly placed trades, as well as human misconduct, such as unauthorized trading, fraud, and negligence. In addition, we seek to mitigate the impact of any operational issues by maintaining insurance coverage for various contingencies.

Regulatory capital risk

Various domestic and foreign government bodies and self-regulatory organizations responsible for overseeing our business activities require that we maintain specified minimum levels of regulatory capital in our operating subsidiaries. If not properly monitored or adjusted, our regulatory capital levels could fall below the required minimum amounts set by our regulators, which could expose us to various sanctions ranging from fines and censure to the imposition of partial or complete restrictions on our ability to conduct business. To mitigate this risk, we continuously evaluate the levels of regulatory capital at each of our operating subsidiaries and adjust the amounts of regulatory capital in each operating subsidiary as necessary to ensure compliance with all regulatory capital requirements. These may increase or decrease as required by regulatory authorities from time to time. We also maintain excess regulatory capital to provide liquidity during periods of unusual or unforeseen market volatility, and we intend to continue to follow this policy. In addition, we monitor regulatory developments regarding capital requirements to be prepared for increases in the required minimum levels of regulatory capital that may occur from time to time in the future. As of September 30, 2014, we had $92.3 million in regulatory capital requirements at our regulated subsidiaries and $288.8 million of capital on a consolidated basis.

Regulatory risk

We operate in a highly regulated industry and are subject to the risk of sanctions from U.S., federal and state, and international authorities if we fail to comply adequately with regulatory requirements. Failure to comply with applicable regulations could result in financial and operational penalties. In addition, efforts to comply with applicable regulations may increase our costs and/or limit our ability to pursue certain business opportunities. Federal and state regulations significantly limit the types of activities in which we may engage. U.S. and international legislative and regulatory authorities change these regulations from time to time. See “Item 1A. Risk Factors," in our Annual Report for the year ended December 31, 2013.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

On January 21, 2014, the Company, through a new entity, V3, completed its acquisition of certain assets of Infinium. Management has considered this transaction material to the results of operations, cash flows and financial position from the date of the acquisition through September 30, 2014, and believes that the internal controls and procedures of the acquisition have a material effect on internal controls over financial reporting. In accordance with SEC guidance, management has elected to exclude V3 from its December 31, 2014 assessment of and report on internal controls over financial reporting. The Company is currently in the process of incorporating the internal controls and procedures of V3 into the internal controls over financial reporting for our assessment of and report on internal controls over financial reporting for December 31, 2015. Management has not identified any other changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Other than described below, there have been no material developments to any of our current legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2013, nor have there been any legal proceedings during the three months ended September 30, 2014.

In January 2014, the equity Receiver for a former client of US, Revelation Forex Fund (“Revelation”), its principal, Kevin G. White (“White”), and related entities RFF GP, LLC (“RFF”), KGM Capital Management, LLC (“KGM”)(collectively “Fund”), filed suit against US, and certain unrelated defendants, in Texas state court. The suit alleges that US is liable under the Texas Securities Act, and the common law: (i) as a “control person;” and, (ii) as an aider and abettor of fraud and a breach of fiduciary obligations; and, (iii) for its negligence. The Receiver seeks joint and several liability for damages in excess of $3.8 million, plus exemplary damages under Texas law, interest, and attorneys’ fees. On February 7, 2014, US filed the equivalent of a motion to dismiss and to compel arbitration based on the mandatory forum selection clause and arbitration agreement in its Client Agreement with the Fund. It also filed an Answer with multiple affirmative defenses. The Trial Court heard argument on US’s motions to dismiss and entered an order denying them without findings of fact or conclusions of law. On March 18, 2014, US filed a Notice of Appeal of the Trial Court's denial of its motion to compel arbitration. On April 16, 2014, US filed a Petition for a Writ of Mandamus Petition to appeal the denial of its motion to dismiss based on the forum selection clause and filed a brief on its appeal seeking to enforce its motion to compel arbitration. Both the Petition and Appeal are pending.

In February 2014, UK and FSL entered into a settlement with the FCA following an investigation into trade execution practices of UK and FSL in the period from 2006 to 2010, as well as a breach of notification obligations to the FCA. UK and FSL agreed to pay (a) restitution to affected clients up to $9.9 million; and (b) a financial penalty of GBP 4.0 million, together with any unclaimed restitution. As of September 30, 2014, the Company accrued $2.5 million in additional restitution.

Item 1A. Risk Factors

Other than described below, there have been no material changes in the Company’s risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2013, which we filed with the SEC on March 17, 2014. The risks described below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties, not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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We have recently adopted a new pricing model and now require greater account minimums to trade with us. As a result, we may suffer declines in our revenue.

We recently introduced a new retail FX pricing model in certain geographic markets intended to reduce client trading costs, provide more competitive pricing and increase transparency of commissions. In these markets, our platform will deliver to clients the direct price quote offered by our FX market makers, with a separate commission generally below what we previously charged as a mark-up to the price quote. Additionally, we have raised account minimums in certain geographic markets. While we believe the new retail FX pricing model and raising account minimums will benefit FXCM in the long term, in these markets, we may suffer declines in our revenue. As a result, these initiatives may have a material adverse effect on our business, financial condition and results of operations and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

None.

(b) Purchase of Equity Securities by the Issuer

There were no shares of Class A common stock repurchased during the quarter ended September 30, 2014.

Our Board of Directors has previously approved the repurchase of $80.0 million of FXCM Inc.'s Class A common stock (the “Stock Repurchase Program”). On November 5, 2014, our Board of Directors approved a $50.0 million incremental increase in the Stock Repurchase Program for an aggregate of $130.0 million. As of September 30, 2014, we have repurchased 5.0 million shares for $62.6 million under these authorizations. The Company is not obligated to purchase any shares under the Stock Repurchase Program which does not have an expiration date.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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Exhibit Number		Description of Exhibit
10.1*		Seventh Amendment to Credit Agreement, dated August 7, 2014 by and among FXCM Holdings, LLC, Bank of America, N.A., as Administrative Agent and lender who are parties thereto.
10.2*		Form of Restricted Stock Unit Award Agreement.
31.1*		Certification required by Rule 13a-14(a).
31.2*		Certification required by Rule 13a-14(a).
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.
101.NS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Document
101.LAB**		XBRL Taxonomy Extension Labels Document
101.PRE**		XBRL Taxonomy Extension Presentation Document
101.DEF**		XBRL Taxonomy Extension Definition Document

________________________



*	Filed herewith.



**	Furnished herewith.

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SIGNATURES

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



	FXCM INC.
Date: November 7, 2014	By	/s/ Dror (Drew) Niv
		Dror (Drew) Niv Chief Executive Officer (Principal Executive Officer)
Date: November 7, 2014	By	/s/ Robert Lande
		Robert Lande Chief Financial Officer (Principal Financial Officer)

Execution Version

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of August 7, 2014 (this “Agreement”), is entered into by and among FXCM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as identified on the signature pages hereto, and together with the Borrower, the “Loan Parties”), the Lenders (as defined below), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).

Statement of Purpose

WHEREAS, the Borrower, the Administrative Agent and certain banks and other financial institutions (the “Lenders”) are parties to that certain Credit Agreement dated as of December 19, 2011 (as amended by (i) the First Amendment to Credit Agreement and Waiver dated February 17, 2012, (ii) the Second Amendment to Credit Agreement dated June 21, 2012, (iii) the Third Amendment to Credit Agreement and Waiver dated as of August 7, 2012, (iv) the Fourth Amendment to Credit Agreement dated November 8, 2012, (v) the Fifth Amendment to Credit Agreement and Amendment to Guaranty dated November 15, 2013, and (vi) the Sixth Amendment to Credit Agreement dated March 12, 2014, as amended hereby and as from time to time further amended, restated, amended and restated or otherwise modified, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement) pursuant to which the Lenders have made available to the Borrower a revolving credit facility; and

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement, as more particularly set forth below, and the Lenders are willing to effect such amendments as provided in, and on the terms and conditions contained in, this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement. Subject to the terms and conditions hereof and in accordance with Section 10.01 of the Credit Agreement, the Credit Agreement is hereby amended as follows:

(a)The definition of “Aggregate Revolving Commitments” in Section 1.01 thereof is amended by replacing such definition in its entirety with the following (and upon the Effective Date (defined below), the Aggregate Revolving Credit Commitments shall be reduced to the amount set forth in such amended definition):

“ ‘Aggregate Revolving Commitments’ means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect as of the Seventh Amendment Effective Date is $150,000,000.”

(b)The definition of “Consolidated EBITDA” in Section 1.01 thereof is amended by (1) re-lettering clause (a)(iv) as clause (a)(vii), (2) changing the reference to “clause (a)(iv) above” found in clause (c) of such definition to “clause (a)(vii) above”, and (3) inserting the following new clauses (a)(iv), (v) and (vi):

“(iv) the amount of fines or restitution payments made by Parent or its Subsidiaries pursuant to the settlement or adjudication of claims made against the Parent or its Subsidiaries initiated by the FCA in an amount not to exceed (A) $15,000,000 for the fiscal quarter ended September 30, 2013, (B) $1,908,000 for the fiscal quarter ended December 31, 2013 and (C) $2,465,000 for the fiscal quarter ended March 31, 2014, (v) the amount of fines or restitution payments made by Parent or its Subsidiaries during one or more of the fiscal quarters ending September 30, 2014, December 31, 2014 and/or March 31, 2015, in each case pursuant to the settlement or adjudication of claims made against the Parent or its Subsidiaries initiated by the SFC and in an aggregate amount not to exceed $2,800,000, (vi) cash expenditures actually made to satisfy the change of control put with respect to Online Courses, LLC, a Delaware limited liability company and a partially-owned Subsidiary of the Borrower (prior to giving effect to such change of control put) in an amount not to exceed (A) $1,300,000 for the fiscal quarter ended June 30, 2014 and (B) $2,600,000 in the aggregate during the two fiscal quarters ending September 30, 2014 and December 31, 2014 and”

(c)The definition of “Consolidated EBITDA” in Section 1.01 thereof is further amended by replacing the phrase “when used for determining the Consolidated Leverage Ratio for any period” in the last sentence thereof with “when used for determining the Consolidated Leverage Ratio or the Consolidated Senior Leverage Ratio for any period” in lieu thereof

(d)The definition of “Eurodollar Rate” in Section 1.01 thereof is amended by deleting such definition in its entirety and replacing it with the following in lieu thereof:

“ ‘Eurodollar Rate’ means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period (“LIBOR”), for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

(e)The definition of “FSA” in Section 1.01 thereof is amended by deleting such definition in its entirety and replacing it with the following in lieu thereof:

“ ‘FSA’ means the Financial Services Authority of the United Kingdom, or any other regulatory body that succeeds to the functions of the Financial Services Authority, including the FCA.

(f)Section 1.01 thereof is amended by adding the following new definitions in their respective proper alphabetical order:

“ ‘Consolidated Funded Senior Indebtedness’ means, as of any date of determination, for the Parent and its Subsidiaries on a consolidated basis, Consolidated Funded Indebtedness on such date other than Consolidated Funded Indebtedness of (a) the Parent under the Convertible Notes and (b) the Borrower under the Convertible Mirror Notes, in each case as in effect on the Seventh Amendment Effective Date and so long as no such Convertible Notes or Convertible Mirror Notes are either secured by a Lien on any asset of the Parent or any of its Subsidiaries or Guaranteed by any Subsidiary of the Borrower.”

“ ‘Consolidated Senior Leverage Ratio’ means as of any date of determination, the ratio of (a) Consolidated Funded Senior Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or immediately prior to such date.”

“ ‘Designated Jurisdiction’ means any country or territory to the extent that such country or territory itself is the subject of any Sanction.”

“ ‘FCA’ means the Financial Conduct Authority of the United Kingdom.”

“ ‘OFAC’ means the Office of Foreign Assets Control of the United States Department of the Treasury.’

“ ‘Sanction(s)’ means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.”

“ ‘Seventh Amendment’ means the Seventh Amendment to Credit Agreement dated as of August 7, 2014.”

“ ‘Seventh Amendment Effective Date’ means August 7, 2014, which was the effective date of the Seventh Amendment.”

“ ‘SFC’ means the Securities and Futures Commission of Hong Kong.”

“ ‘Unit’ has the meaning set forth in the Third Amended and Restated Limited Liability Company Agreement of the Borrower, as in effect on the Effective Date, and without giving effect to any subsequent amendments thereto made after the Effective Date.”

(g)The definition of “Release Date” in Section 1.01 thereof is amended by deleting such definition in its entirety.

(h)The definition of “Release of Guarantors and Collateral” in Section 1.01 thereof is amended by deleting such definition in its entirety.

(i)Section 5.15 thereof is amended by deleting the phrase “((including the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.))” therefrom.

(j)The following Section 5.18 is added immediately following Section 5.17 thereof:

“OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.”

(k)The following Section 5.19 is added immediately following Section 5.18 thereof:

“Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.”

(l)Section 6.12(a) thereof is amended by deleting the phrase “unless a Release of Guarantors and Collateral as described in clause (b) below has previously occurred,” therefrom.

(m)Section 6.12(b) thereof is amended by deleting such subsection in its entirety and replacing it with “[Reserved.]” in lieu thereof.

(n)Section 6.13(b)(ii) thereof is amended by deleting the phrase “unless the Release Date has occurred,” therefrom.

(o)The following Section 6.15 is added immediately following Section 6.14 thereof:

“Anti-Corruption Laws. Conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.”

(p)Section 7.01 thereof is amended by deleting the phrase “unless a Release Date has occurred,” therefrom.

(q)Section 7.02(h) thereof is amended by deleting the two references therein to “2.00 to 1.00” in such Section and replacing each such reference with “2.50 to 1.00” in lieu thereof.

(r)Section 7.03(f) thereof is amended by deleting subclause (iii) therein and replacing it with the following in lieu thereof:

“(iii) after giving effect to such Indebtedness, the Borrower is in pro forma compliance with both the Consolidated Leverage Ratio under Section 7.11(b) and the Consolidated Senior Leverage Ratio under Section 7.11(e);”

(s)Section 7.06 thereof is amended by deleting the lead-in paragraph of such section and replacing it with the following in lieu thereof:

“7.06 Restricted Payments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom (such absence of a Default being applicable only to (a) through (d) and (g) below):”

(t)Section 7.06 thereof is further amended by deleting the “and” after clause (e) thereof, adding the word “and” after the semicolon ending clause (f) thereof, and adding the following new clause (g) immediately after clause (f):

“(g) the Borrower may declare and make Restricted Payments in the form of pro rata distributions to the Parent and the other holders of Equity Interests in the Borrower in an amount per Unit equal to (but not to exceed) the amount per share of dividends declared by the Parent to the holders of its Equity Interests, so long as such dividend declaration by the Parent is made in the ordinary course of its business and in an amount, on a per-share basis (measured to give effect to any stock dividends, stock splits or other material changes in the total number of shares of Equity Interests of the Parent outstanding), consistent with past practice;”

(u)Section 7.06 thereof is amended by deleting the proviso that concludes such section and replacing it with the following in lieu thereof:

“provided that the foregoing shall not limit the making of any Restricted Payment if, at the time of making of such Restricted Payment, and after giving pro forma effect thereto (including to any Indebtedness incurred in connection therewith), no Default has occurred and is continuing, or would result therefrom, and the Consolidated Leverage Ratio is less than (a) in the event that there are no Revolving Loans outstanding either before or after giving effect to such Restricted Payment (and any incurrence of Indebtedness in connection therewith), 2.50 to 1.00 or (b) in any other case, 2.00 to 1.00.”

(v)Section 7.11(b) thereof is amended by deleting the reference to “2.50 to 1.00” in such Section and replacing it with “2.75 to 1.00” in lieu thereof, which level shall apply to the June 30, 2014 fiscal quarter end notwithstanding this Agreement being dated after such date (and no Event of Default shall have occurred with respect to Section 7.11(b) of the Credit Agreement for the fiscal quarter ended June 30, 2014 so long as such 2.75 to 1.00 ratio is satisfied as of such date).

(w)Section 7.11 thereof is amended by adding the following new Section 7.11(e) at the end of such section:

“(e) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior Leverage Ratio as of the last day of any fiscal quarter of the Borrower to be greater than 1.50 to 1.00.”

(x)The following Section 7.12 is added immediately following Section 7.11 thereof:

“Sanctions. Directly or indirectly, use the proceeds of any Revolving Borrowing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, or otherwise) of Sanctions.”

(y)The following Section 7.13 is added immediately following Section 7.12 thereof:

“Anti-Corruption Laws. Directly or indirectly use the proceeds of any Revolving Borrowing for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar legislation in other jurisdictions.”

(z)Section 8.01(j)(iv) thereof is amended by deleting the phrase “unless a Release Date has occurred,” therefrom.

(aa)Section 9.10(a)(iii) thereof is amended by replacing such subsection with “[reserved]” in lieu thereof.

(ab)Section 9.10(c) thereof is amended by deleting the phrase “any Release of Guarantors and Collateral provided in Section 6.12(b) or” therefrom.

(ac)Section 10.06(f) thereof is amended by adding the phrase “or other central bank” immediately following the phrase “to a Federal Reserve Bank” in such section.

(ad)Schedule 2.01 thereto is amended by replacing such schedule with the revised Schedule 2.01 set forth as Annex I hereto (and upon the Effective Date, the Revolving Credit Commitment of each Lender shall be as reflected on such amended Schedule 2.01).

(ae)Exhibit C thereto is amended by replacing such exhibit with the revised Exhibit C set forth as Annex II hereto.

2.Representations and Warranties. By its execution hereof, each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)no Default exists as of the date hereof or would result from, or after giving effect to, the amendments contemplated hereby;

(b)the representations and warranties contained in Article V of the Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct on and as of the date hereof (except that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct as of such earlier date and (ii) the representations and warranties contained in Sections 5.05(a), (b), (c) and (d) of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b), (c) and (d) of the Credit Agreement, respectively);

(c)such Loan Party has the right, power and authority and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and

(d)this Agreement has been duly executed and delivered by each of such Loan Party’s duly authorized officers and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as may be limited by Debtor Relief Laws.

3.Conditions to Effectiveness. This Agreement shall become effective upon the date on which all of the following conditions precedent have been satisfied (or otherwise waived in accordance with Section 10.01 of the Credit Agreement, as in effect prior to giving effect to this Agreement) (the “Effective Date”):

(a) Counterparts of this Agreement. Receipt by the Administrative Agent of executed original counterparts (or telecopies followed promptly by originals) of this Agreement, which shall be in form and substance satisfactory to, and acknowledged by, the Administrative Agent, properly executed by the Required Lenders and a Responsible Officer of each Loan Party.

(b) Repayments of Revolving Loans. If after giving effect to this Agreement and the reduction of the Aggregate Revolving Commitments provided herein, the Total Outstandings would exceed such reduced amount of Aggregate Revolving Commitments, the Borrower shall have prepaid the Revolving Loans of the Lenders, pro rata among them, in an aggregate amount equal to such excess.

(c) Responsible Officer’s Certificate(s). Receipt by the Administrative Agent of copies (followed promptly by originals) of certificate(s), in form and substance satisfactory to the Administrative Agent and together with all attachments identified below, executed by a Responsible Officer of each Loan Party, certifying in his/her capacity as such, that as of the Effective Date:

(i) Resolutions. The attached resolutions or written consent (approving and adopting this Agreement and the transactions contemplated hereunder, authorizing the execution, delivery and performance of this Agreement and duly adopted by the board of directors, board of managers or other appropriate governing body of such Loan Party) is a true and correct copy thereof and in full force and effect on the Effective Date;

(ii) Organization Documents. The Organization Documents (including all amendments thereto) of such Loan Party (A) have not been modified, amended, rescinded or replaced since such Organization Documents were last delivered to the Administrative Agent on the Closing Date and continue to be in full force and effect as of the Effective Date; or (B) are attached hereto and are true and correct copies thereof, in full force and effect as of the Effective Date and, in the case of the certificate of formation or articles of incorporation or organization (as the case may be), shall be certified as of a recent date by the appropriate Governmental Authority in such Loan Party’s jurisdiction of incorporation or formation;

(iii) Incumbency. Each Responsible Officer identified on the attached incumbency certificate is authorized to execute this Agreement and any other Loan Document, certificate and other document being delivered in connection herewith or therewith; and

(iv) Consents. Either (A) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Agreement have been obtained and are in full force and effect in the forms attached thereto, or (B) no such consents, licenses or approvals are so required; and

(v) Representations and Warranties. Each of the representations and warranties set forth in Paragraph 2 is true and correct in all respects.

(vi) No Material Adverse Effect. There has been no event or circumstance since December 31, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) Fees and Expenses. The Borrower shall have paid:

(i) all accrued and unpaid expenses and all fees due and payable to the Administrative Agent and the Lenders on or before the Effective Date (including all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)) plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and

(ii) an amendment fee for each Lender that executes and delivers a signature page to this Agreement, in an amount equal to 0.125% of the aggregate principal amount of the existing Revolving Commitment of each such Lender under the Credit Agreement (after giving effect to the reduction of the Aggregate Revolving Commitments and the revised Schedule 2.01 to the Credit Agreement pursuant to this Agreement) as of the Effective Date.

4.Effect of this Agreement. Each Loan Party agrees that, except as expressly provided herein, (a) the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect, and (b) this Agreement shall not be deemed to (i) be a waiver of, consent to, a modification of or amendment to any other term or condition of the Credit Agreement, the Guaranty, any other Loan Document or any other agreement by and among any of the Loan Parties, on the one hand, and the Administrative Agent or any Lender, on the other hand, (ii) prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement, the Guaranty or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, or (iii) be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement, the Guaranty or any other Loan Document or any rights or remedies arising in favor of the Administrative Agent or the Lenders under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and in any other Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby. This Agreement shall be deemed incorporated into, and a part of, the Credit Agreement and shall constitute a “Loan Document” under and as defined in the Credit Agreement.

5.Reaffirmations. Each Loan Party hereby (a) agrees that this Agreement shall not limit or diminish the obligations of such Loan Party under, or release such Loan Party from any obligations under, the Credit Agreement, the Guaranty or any other Loan Document to which such Loan Party is a party, (b) confirms and reaffirms such Loan Party’s obligations under the Credit Agreement, the Guaranty and each other Loan Document to which such Loan Party is a party, and (c) agrees that the Credit Agreement, the Guaranty and each other Loan Document remain in full force and effect and are hereby ratified and confirmed.

6.Release. In consideration of the agreements of the Administrative Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges the Administrative Agent and the Lenders and all respective affiliates and subsidiaries of the Administrative Agent and the Lenders, their respective officers, employees, agents, attorneys, principals, advisors, directors and shareholders, and their respective heirs, legal representatives, successors and assigns (collectively, the “Released Lender Parties”) from any and all claims, demands, causes of action, obligations, remedies, suits, damages and liabilities (collectively, the “Loan Party Claims”) arising out of or related to the Credit Agreement, the other Loan Documents, or the transactions contemplated therein, whether now known, suspected or claimed, whether arising under common law, in equity or under statute, which any Loan Party ever had or now has against the Released Lender Parties which may have arisen at any time on or prior to the date of this Agreement. Each Loan Party covenants and agrees never to (and never to cause any other Loan Party to) commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Released Lender Parties any action or other proceeding based upon any of the Loan Party Claims which may have arisen at any time on or prior to the date of this Agreement. Each Loan Party acknowledges and agrees that the Released Lender Parties have acted in good faith in negotiating and entering into this Agreement and that the provisions hereof are not in breach or violation of any duty or obligation, express or implied, of the Released Lender Parties to any Loan Party. The agreements set forth in this Paragraph 6 shall survive the termination or expiration of this Agreement and the termination of the Loan Documents and the repayment, satisfaction or discharge of the Obligations.

7.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

8.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

9.Electronic Transmission. This Agreement may be executed by one or more parties hereto as a facsimile, telecopy, pdf or other reproduction, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile, e-mail or other electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

FXCM HOLDINGS, LLC, as the Borrower

By: FXCM Inc., its Managing Member

By:

Name:

Title:

FOREX TRADING L.L.C., as a Guarantor

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

FXCM SYSTEMS, LLC, as a Guarantor

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

YOZMA LLC, as a Guarantor

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

FINANCIAL HORIZONS CAPITAL, LLC,

as a Guarantor

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

HORIZONS FUNDING, LLC, as a Guarantor

By: Financial Horizons Capital, LLC, its Manager

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

FXCM PARTNERS, LLC, as a Guarantor

By: FXCM Holdings, LLC, its Manager

By: FXCM Inc., its Managing Member

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as the Administrative Agent

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as a Lender

By:

Name:

Title:

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By:

Name:

Title:

By:

Name:

Title:

MORGAN STANLEY BANK, N.A.,

as a Lender

By:

Name:

Title:

UBS AG, STAMFORD BRANCH,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

BANK HAPOALIM B.M.,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

BARCLAYS BANK PLC,

as a Lender

By:

Name:

Title:

Annex I

(to Seventh Amendment to Credit Agreement)

Schedule 2.01

Revolving Commitments and Applicable Percentages



Lender	Revolving Commitment	Applicable Percentage
Bank of America, N.A.	$29,268,292.68	19.512195120%
Capital One, National Association	$29,268,292.68	19.512195120%
Credit Suisse AG, Cayman Islands Branch	$25,609,756.10	17.073170730%
Morgan Stanley Bank, N.A.	$21,951,219.51	14.634146340%
UBS AG, Stamford Branch	$18,292,682.93	12.195121950%
Bank Hapoalim B.M.	$14,634,146.34	9.756097560%
Barclays Bank Plc	$10,975,609.76	7.317073173%
Total	$150,000,000.00	100.000000000%

Annex II

(to Seventh Amendment to Credit Agreement)

EXHIBIT C

[form of]

COMPLIANCE CERTIFICATE

Financial Statement Date: , ____


To:	Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of December 19, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among FXCM Holdings, LLC, a Delaware limited liability company, as the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The undersigned hereby certifies as of the date hereof that he/she is the [chief executive officer] [chief financial officer] [treasurer] [controller] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower, and that:

[Use following Paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as (a) Schedule 1-A are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (b) Schedule 1-B are the year-end audited financial statements required by Section 6.01(c) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following Paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are:

(a) the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date, which fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes; and

(b) the unaudited financial statements required by Section 6.01(d) of the Agreement for the fiscal quarter of the Borrower ended as of the above date, which fairly present the financial condition and results of operations of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. Attached hereto as Schedule 2 is a copy of the Form 1-FR-FCM, duly completed by Forex Capital Markets, required to have been filed with the CFTC for the fiscal period covered by the financial statements attached hereto as Schedule 1 pursuant to paragraph 1 above.

3. Attached hereto as Schedule 3 is a copy of each Form FSA003-Capital Adequacy, duly completed by each UK Regulated Entity, required to have been filed with the FSA for the fiscal period covered by the financial statements attached hereto as Schedule 1 pursuant to paragraph 1 above; provided that the form attached hereto with respect to ODL Group Limited is such form most recently required to have been filed with the FSA by applicable regulations.

4. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

5. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their respective Obligations under the Loan Documents, and

[to the best knowledge of the undersigned, during such fiscal period the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to them, and no Default has occurred and is continuing.]

--or—

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed, and the following is a list of each such Default and its nature and status:]

6. The representations and warranties of the Borrower contained in Article V of the Agreement and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a), (b), (c) and (d) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (d), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

7. The financial covenant analyses and information set forth on Schedule 4 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of
, .

FXCM HOLDINGS, LLC

By: FXCM Inc., its Managing Member

By:

Name:

Title:

SCHEDULE [1][1-A][1-B]
to the Compliance Certificate

Financial Statements

[Attached]

SCHEDULE 2
to the Compliance Certificate

1-FR-FCM

[Attached]

SCHEDULE 3
to the Compliance Certificate

FSA003-Capital Adequacy

[Attached]

SCHEDULE 4
to the Compliance Certificate
($ in 000’s)

For the Quarter/Year ended ___________________ (“Statement Date”)



I. Section 7.11(a) – Consolidated Interest Coverage Ratio.
A. Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):
1. Consolidated Net Income for Subject Period:	$____________
2. Consolidated Interest Charges for Subject Period:	$____________
3. Provision for Federal, state, local and foreign income taxes payable by the Parent and its Subsidiaries for Subject Period:	$____________
4. Depreciation expense for Subject Period:	$____________
5. Amortization expense for Subject Period:	$____________
6. The amount of fines or restitution payments made by Parent or its Subsidiaries during the Subject Period pursuant to the settlement or adjudication of claims made against the Parent or its Subsidiaries initiated by the FCA:	$____________
7. The amount of fines or restitution payments made by Parent or its Subsidiaries during the Subject Period pursuant to the settlement or adjudication of claims made against the Parent or its Subsidiaries initiated by the SFC:	$____________
8. Cash expenditures during the Subject Period to satisfy the change of control put with respect to Online Courses, LLC:	$____________
9. Other expenses of the Parent and its Subsidiaries reducing Consolidated Net Income which do not represent a cash item for Subject Period:	$____________
10. Federal, state, local and foreign income tax credits of the Parent and its Subsidiaries for Subject Period:	$____________
11. Non-cash items increasing Consolidated Net Income for Subject Period:	$____________
12. Income of any Person (other than a Subsidiary) in which any other Person (other than the Parent or a wholly-owned Subsidiary of the Parent) has an interest, except to the extent of the amount of dividends or other distributions or transfers or loans actually paid to the Parent or a wholly-owned Subsidiary by such Person during Subject Period:	$____________
13. Amount that constitutes (or would constitute) Consolidated EBITDA (including income and all relevant addbacks and deductions) of any non-wholly-owned Subsidiary that is attributable to such non-wholly-owned Subsidiary’s equity holders other than the Parent and its Subsidiaries for Subject Period:	$____________
14. Cash payments made on account of non-cash expenses previously added back in calculating Consolidated EBITDA pursuant to Line I.A.9. above	$____________
15. Consolidated EBITDA for Subject Period (Lines I.A.1 + I.A.2 + I.A.3 + I.A.4 + I.A.5 + I.A.6 + I.A.7 + I.A.8 + I.A.9 – I.A.10 – I.A.11 – I.A.12 – I.A.13 – I.A.14):	$____________
B. Consolidated Interest Charges paid or payable in cash for Subject Period:	$____________
C. Consolidated Interest Coverage Ratio for Subject Period (Line I.A.15 ÷ Line I.B):	$____________

II. Section 7.11(b) – Consolidated Leverage Ratio.
A. Consolidated Funded Indebtedness for Subject Period:
1. (a) Outstanding principal amount of all obligations evidenced by any Convertible Notes as of the Statement Date:	$____________
(b) Outstanding principal amount of all obligations evidenced by Derivatives Linked to Parent Common Stock as of the Statement Date:	$____________
(c) Outstanding principal amount of all obligations for borrowed money (including Obligations under the Agreement) and all other obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (other than as described in II.A.1(a) above) for Subject Period:	$____________
2. Purchase money Indebtedness for Subject Period:	$____________
3. Direct obligations arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments for Subject Period:	$____________
4. Obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) for Subject Period:	$____________
5. Attributable Indebtedness for Subject Period:	$____________
6. Guarantees of Indebtedness of the types specified in Lines II.A.1 to II.A.5 of Persons other than the Parent or any Subsidiary for Subject Period:	$____________
7. Indebtedness the types specified in Lines II.A.1 to II.A.6 of any partnership or joint venture (other than a joint venture that is itself a corporation or a limited liability company) in which the Parent or a Subsidiary is a general partner or joint venturer (excluding Indebtedness that is non-recourse to the Parent or such Subsidiary) for Subject Period:	$____________
8. Consolidated Funded Indebtedness for Subject Period (Lines II.A.1(a) – II.A.1(b) + II.A.1(c) + II.A.2 + II.A.3 + II.A.4 + II.A.5 + II.A.6 + II.A.7):	$____________
B. Consolidated EBITDA for Subject Period (Line I.A.15):	$____________
C. Consolidated Leverage Ratio for Subject Period (Line II.A.8 ÷ Line II.B):	_______ to 1.00

III. Section 7.11(c)(i) – US Excess Net Capital.
A. Section 1.17 of the regulations promulgated under the Commodity Exchange Act
1. US Excess Net Capital as of Statement Date under such US Net Capital Rule:
a. Adjusted net capital actually maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
b. Adjusted net capital required to be maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
c. US Excess Net Capital as of Statement Date under Section 1.17 of the regulations promulgated under the Commodity Exchange Act (Line III.A.1.a – Line III.A.1.b):	$____________
2. US Required Excess Net Capital Amount as of Statement Date under Section 1.17 of the regulations promulgated under the Commodity Exchange Act (Line III.A.1.b × 25%):	$____________
B. Section 11 of the National Futures Association Manual
1. US Excess Net Capital as of Statement Date under such US Net Capital Rule:
a. Adjusted net capital actually maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
b. Adjusted net capital required to be maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
c. US Excess Net Capital as of Statement Date under Section 11 of the National Futures Association Manual (Line III.B.1.a – Line III.B.1.b):	$____________
2. US Required Excess Net Capital Amount as of Statement Date under Section 11 of the National Futures Association Manual (Line III.B.1.b × 25%):	$____________
C. Section 5.7 of the regulations promulgated under the Commodity Exchange Act
1. US Excess Net Capital as of Statement Date under such US Net Capital Rule:
a. Adjusted net capital actually maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
b. Adjusted net capital required to be maintained by Forex Capital Markets as of Statement Date under such US Net Capital Rule:	$____________
c. US Excess Net Capital as of Statement Date under Section 5.7 of the regulations promulgated under the Commodity Exchange Act (Line III.C.1.a – Line III.C.1.b):	$____________
2. US Required Excess Net Capital Amount as of Statement Date under Section 5.7 of the regulations promulgated under the Commodity Exchange Act (Line III.C.1.b × 25%):	$____________

IV. Section 7.11(c)(ii) – UK Excess Net Capital.
A. UK Excess Net Capital as of Statement Date of Forex Capital Markets Limited under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU)
3. UK Excess Net Capital as of Statement Date under such UK Net Capital Rule:
a. Adjusted net capital actually maintained by Forex Capital Markets Limited as of Statement Date under such UK Net Capital Rule:	$____________
b. Adjusted net capital required to be maintained by Forex Capital Markets Limited as of Statement Date under such UK Net Capital Rule:	$____________
c. UK Excess Net Capital as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.A.1.a – Line IV.A.1.b):	$____________
4. UK Required Excess Net Capital Amount as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.A.1.b × 25%):	$____________
B. UK Excess Net Capital as of Statement Date of FXCM Securities Limited under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU)
3. UK Excess Net Capital as of Statement Date under such UK Net Capital Rule:
a. Adjusted net capital actually maintained by FXCM Securities Limited as of Statement Date under such UK Net Capital Rule:	$____________
b. Adjusted net capital required to be maintained by FXCM Securities Limited as of Statement Date under such UK Net Capital Rule:	$____________
c. UK Excess Net Capital as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.B.1.a – Line IV.B.1.b):	$____________
4. UK Required Excess Net Capital Amount as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.B.1.b × 25%):	$____________
C. UK Excess Net Capital as of Statement Date of ODL Group Limited under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU)
1. UK Excess Net Capital as of Statement Date under such UK Net Capital Rule:
d. Adjusted net capital actually maintained by ODL Group Limited as of Statement Date under such UK Net Capital Rule:	$____________
e. Adjusted net capital required to be maintained by ODL Group Limited as of Statement Date under such UK Net Capital Rule:	$____________
f. UK Excess Net Capital as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.C.1.a – Line IV.C.1.b):	$____________
2. UK Required Excess Net Capital Amount as of Statement Date under Chapter 2 in the FSA Handbook: the General Prudential Sourcebook (GENPRU) (Line IV.C.1.b × 25%):	$____________



V. Section 7.11(d)(i) – Net Unhedged Non-FX Exposure.
A. Net Unhedged Exposure as of Statement Date (from Line VI.A.6 below):	$____________
B. Portion of Net Unhedged Exposure arising from Contracts for Difference or other net exposures related to foreign currency holdings and purchases:	$____________
C. Net Unhedged Non-FX Exposure as of Statement Date (Line V.A.– Line V.B):	$____________
D. Total assets of the Borrower and its Subsidiaries as of Statement Date:	$____________
E. Line V.C ÷ Line V.D:	____.__%

VI. Section 7.11(d)(ii) – Net Unhedged Exposure.
A. Net Unhedged Exposure as of Statement Date:	$____________
3. Net exposure of the Borrower and its Subsidiaries to Contracts for Difference as of Statement Date:	$____________
4. Amounts set forth in VI.A.1 above being directly hedged with offsetting spot trades or futures contracts on underlying Contracts for Difference in the ordinary course of business and consistent with past practice as of Statement Date:	$____________
5. Without duplication of VI.A.1 above, net exposure of the Borrower and its Subsidiaries with respect to foreign currency holdings and purchases as of Statement Date:	$____________
6. Without duplication of VI.A.2 above, amounts set forth in VI.A.3 above being directly hedged with offsetting foreign currency swap contracts in the ordinary course of business and consistent with past practice as of Statement Date:	$____________
7. Without duplication of VI.A.1 or VI.A.3 above, other net exposure of the Borrower and its Subsidiaries resulting from any instruments covered under Accounting Standard Codification 815, Derivatives and Hedging, as determined under GAAP and in accordance with Accounting Standard Codification 815-10-45 as of Statement Date:	$____________
8. Net Unhedged Exposure as of Statement Date (Line VI.A.1 – Line VI.A.2 + Line VI.A.3 – Line VI.A.4 + Line VI.A.5):	$____________
B. Total assets of the Borrower and its Subsidiaries as of Statement Date:	$____________
C. Line VI.A.6 ÷ Line VI.B:	____.__%

VII. Section 7.11(e) – Consolidated Senior Leverage Ratio.
A. Consolidated Funded Senior Indebtedness for Subject Period:
1. Consolidated Funded Indebtedness (Line II.A.8):	$____________
2. Consolidated Funded Indebtedness of the Parent under the Convertible Notes and of the Borrower under the Convertible Mirror Notes (without duplicating such amounts):	$____________
3. Consolidated Funded Senior Indebtedness for Subject Period (Lines VII.A.1 – VII.A.2):	$____________
B. Consolidated EBITDA for Subject Period (Line I.A.15):	$____________
C. Consolidated Senior Leverage Ratio for Subject Period (Line VII.A.3 ÷ Line VII.B):	_______ to 1.00

58856422_9

FXCM INC.

2010 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of the date set forth on the signature page hereto (the "Grant Date") by and between FXCM Inc., a Delaware corporation (the "Company") and the individual named on the signature page hereto (the "Participant").

R E C I T A L S:

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as defined in the Plan) has determined that it would be in the best interests of the Company and its stockholders to grant Restricted Stock Units (as defined below) provided for herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter

1.Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) Account shall mean a separate account maintained for the Participant on the books and records of the Company.

(b) Administrator shall mean UBS Financial Services, Inc., or such other entity as the Company may designate from time to time.

(c) Cause shall mean “Cause” as defined in any employment, severance protection or similar agreement then in effect between the Participant and any entity that is a member of the Company Group or, if no such agreement containing a definition of “Cause” is then in effect or if such term is not defined therein, “Cause” shall mean a termination of employment of the Participant by any entity that is a member of the Company Group due to (i) the Participant’s engagement in misconduct which is materially injurious to the Company or any of its Affiliates, (ii) the Participant’s continued failure to substantially perform his duties to any entity that is a member of the Company Group, (iii) the Participant’s repeated dishonesty in the performance of his duties to any entity that is a member of the Company Group, (iv) the Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) the Participant’s engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by the Participant of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s insider trading policy, or (vii) the material breach by the Participant of any of the provisions of any agreement between the Participant, on the one hand, and any entity that is a member of the Company Group, on the other hand. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(d) Share shall mean the Class A Common Stock of the Company, par value $0.01 per share.

(e) Company Group shall mean the Company and its Subsidiaries.

(f) Competing Business shall mean the retail and institutional foreign currency exchange industry.

(g) Consultant shall mean any individual who is engaged by the Company or any Affiliate to render consulting or advisory services.

(h) Continuous Service shall mean that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

(i) Director shall mean a member of the Board.

(j) Employee shall mean any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining eligibility to receive Restricted Stock Units, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate.

(k) Good Reason shall mean “Good Reason” as such term may be defined in any employment, severance protection or similar agreement then in effect between the Participant and any entity that is a member of the Company Group, or, if there is no such agreement or such term is not defined therein, “Good Reason” shall mean, without the Participant’s consent, a change by the applicable entity that is a member of the Company Group in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); provided that, notwithstanding anything to the contrary in the foregoing, the Participant shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within thirty (30) business days after such event has first occurred.

(l) Plan shall mean the FXCM Inc. 2010 Long-Term Incentive Plan, as it may be amended or supplemented from time to time.

(m) Restricted Stock Units shall mean the Restricted Stock Units granted with respect to which the terms and conditions are set forth in this Agreement.

(n) Tax Related Items shall mean any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant.

(o) Vested Portion shall mean at any time, the portion of the Restricted Stock Units which has become vested, as described in this Agreement.

(p) Vesting Schedule shall mean the vesting schedule of the Restricted Stock Units at the times set forth on the signature page hereto.

2. Grant of Restricted Stock Units.

(a) This Agreement and the Restricted Stock Units granted herein shall be subject to the Plan. The terms of the Plan are incorporated into this Agreement by reference. If there is a conflict or an inconsistency between the Plan and this Agreement, the Plan shall govern. Each Restricted Stock Unit granted herein represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan.

(b) Subject to the provisions of this Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units specified on the signature page of this Agreement. The Restricted Stock Units shall be credited to the Account.

3. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

4. Terms and Conditions. All of the Restricted Stock Units shall initially be unvested.

(a) Vesting. Subject to the Participant’s Continuous Service through the applicable vesting date, the Restricted Stock Units shall vest at the times set forth on the signature page hereto.

(b) Settlement. Restricted Stock Units not previously forfeited shall be settled on the earlier of the applicable vesting date under the Vesting Schedule or the date of termination under this Agreement by delivery of one Share for each Restricted Stock Unit being settled or, if determined by the Committee in its sole discretion, by a payment of cash equal to the Fair Market Value of one Share.

(c) Forfeiture; Termination of Employment; Agreement to Reimburse. If the Participant’s Employment terminates for any reason, the Participant shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the Company without consideration of any kind.

(i) Notwithstanding anything to the contrary in this Agreement, (x) in the event of the termination of the Participant’s Employment (i) by any entity that is a member of the Company Group without Cause (other than due to death or Disability) or (ii) by the Participant for Good Reason, in each case, within the two (2) year period following a Change in Control, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the termination date and (y) in the event of the termination of the Participant’s Employment due to death or Disability, the Participant shall be deemed vested in any portion of the Restricted Stock Units that would otherwise have vested within 12 months following such termination of Employment.

(ii) If you have been terminated for Cause, any unvested Restricted Stock Units shall be immediately rescinded and, in addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Restricted Stock Units that vested during the period six (6) months prior to your termination of Employment through the date of termination of Employment.

(iii) If, after your termination of Employment, the Committee determines in its sole discretion that while you were a Company or Affiliate employee you engaged in activity that would have constituted grounds for the Company or Affiliate to terminate your employment for Cause, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Restricted Stock Units that vested during the period six (6) months prior to your termination of Employment through the date of termination of Employment.

(iv) If the Committee determines, in its sole discretion, that at any time after your termination of Employment and prior to the second anniversary of your termination of Employment you (i) disclosed business confidential or proprietary information related to any business of the Company or Affiliate or (ii) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a Competing Business and (A) such employment or consultation arrangement would likely (in the Committee’s sole discretion) result in the disclosure of business confidential or proprietary information related to any business of the Company or an Affiliate to a business that is competitive with any Company or Affiliate business as to which you have had access to business strategic or confidential information, and (B) the Committee has not approved the arrangement in writing, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Restricted Stock Units that vested during the period six (6) months prior to your termination of Employment through the date of termination of Employment.

5. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until such time as the Restricted Stock Units are settled in accordance with this Agreement, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant's rights to such units shall immediately terminate without any payment or consideration by the Company.

6. No Rights as Shareholder.

(a) The Participant shall not have dividend, voting or any other rights of a shareholder with respect to the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Shares.

(b) Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Shares underlying the Restricted Stock Units unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including dividend and voting rights).

7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant's Continuous Service at any time, with or without Cause.

8. Adjustments. If any change is made to the outstanding Shares or the capital structure of the Company, if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by the Plan.

9. Tax Liability and Withholding.

(a) Regardless of any action the Company and/or the Subsidiary employing the Participant take with respect to Tax-Related Items, the Participant hereby acknowledges that the ultimate liability for all Tax-Related Items with respect to the Participant’s grant of Restricted Stock Units, vesting of the Restricted Stock Units, or the issuance of Shares (or payment of cash, as applicable) in settlement of vested Restricted Stock Units is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares of in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. Unless the Participant chooses to satisfy all Tax-Related items in accordance with Section 9(c) below, the Participant hereby authorizes the Company, or their respective agents, in their sole discretion and without any notice to or authorization by the Participant, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from proceeds of the sale of Shares of issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or

(ii) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Shares on the principal exchange on which the Shares trade on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company with respect to such grant of Restricted Stock Units.

(c) At any time not less than three (3) business days prior to the relevant taxable or tax withholding event, as applicable, the Participant may elect to satisfy all Tax-Related Items by delivering to the Administrator an amount, by such means as the Company and/or the Administrator may establish or permit, that the Company determines is sufficient to satisfy the Participant's Tax-Related Items.

(d) To avoid unfavorable accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company satisfies the withholding obligation for Tax-Related Items by withholding a number of Shares being issued under the Award as described above, the Participant hereby acknowledges that, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the grant of Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant hereby acknowledges that the Participant is required to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the grant, vesting of the Participant’s Restricted Stock Units, or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Participant hereby acknowledges that the Company may refuse to issue or deliver the Shares in settlement of the vested Restricted Stock Units, or to deliver the proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, to the Participant if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

10. Compliance with Law. The issuance and transfer of Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

11. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the General Counsel of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

12. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles.

13. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

14. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

15. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

16. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant's employment with the Company.

17. Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's material rights under this Agreement without the Participant's consent.

18. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

19. No Impact on Other Benefits. The value of the Participant's Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

21. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

FXCM INC.

By_________________________________

Its _________________________________

[ ]

____________________________________

The Grant Date is _________

The number of Restricted Stock Units granted: ___________

Twenty-five percent (25%) of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement

Exhibit 31.1

CERTIFICATIONS

I, Dror (Drew) Niv, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of FXCM INC.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: November 7, 2014	/s/ Dror (Drew) Niv
	Dror (Drew) Niv Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Robert Lande, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of FXCM INC.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: November 7, 2014	/s/ Robert Lande
	Robert Lande Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of FXCM INC. (the “Company”) on Form 10-Q filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dror (Drew) Niv, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 7, 2014	/s/ Dror (Drew) Niv
	Dror (Drew) Niv Chief Executive Officer



*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of FXCM INC. (the “Company”) on Form 10-Q filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Lande, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 7, 2014	/s/ Robert Lande
	Robert Lande Chief Financial Officer



*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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