##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   001-32878
 (Commission File Number)
      PENSON WORLDWIDE,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

6211

75-2896356(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)   1700 Pacific Avenue, Suite 1400
 Dallas, Texas 75201
 (214) 765-1100
 (Address, including zip code,
    and telephone number, including area code, of the
    registrants principal executive offices)
  Securities registered pursuant to Section 12(b) of the
    Act
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 





PENSON
    WORLDWIDE, INC.Form 10-K
    For the Fiscal Year Ended December 31, 2008
  TABLE OF CONTENTS
   
 Basis of Presentation


1Special Note Regarding Forward-Looking
    Statements


1PART I


5Item 1.


Business


5Item 1A.


Risk Factors


22Item 1B.


Unresolved Staff Comments


36Item 2.


Properties


36Item 3.


Legal Proceedings


36Item 4.


Submission of Matters to a Vote of Security
    Holders


38PART II


38Item 5.


Market for the Registrants Common
    Equity, Related Stockholder Matters and Issuer Purchases of
    Equity Securities


38Item 6.


Selected Financial Data


42Item 7.


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


43Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


58Item 8.


Financial Statements and Supplementary
    Data


60Item 9.


Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure


60Item 9A.


Controls and Procedures


60Item 9B.


Other Information


61PART III


61Item 10.


Directors, Executive Officers of the
    Registrant and Corporate Governance


61Item 11.


Executive Compensation


61Item 12.


Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters


62Item 13.


Certain Relationships and Related
    Transactions, and Director Independence


62Item 14.


Principal Accounting Fees and Services


62PART IV


62Item 15.


Exhibits and Financial Statement
    Schedules


62Signatures


63EX-10.43EX-10.44EX-10.45EX-10.46EX-10.47EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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Basis of
    Presentation  Form 10-K,
     Special
    Note Regarding Forward-Looking Statements    
    interest rate fluctuations;
    general economic conditions and the effect of economic
    conditions on consumer confidence;
    reduced margin loan balances maintained by our customers;
    fluctuations in overall market trading volume;
    our ability to successfully implement new product offerings;
    our ability to obtain future credit on favorable terms;
    reductions in per transaction clearing fees;
    legislative and regulatory changes;
    monetary and fiscal policy changes and other actions by the
    Board of Governors of the Federal Reserve System (Federal
    Reserve); 1




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
    our ability to attract and retain customers and key
    personnel; and
    those risks detailed from time to time in our press releases and
    periodic filings with the SEC.   2




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Glossary
    of selected terms
  Algorithmic traders
  Algorithmic trading
  ASP
  Back-end trading software
  CFD or Contract for Difference
  Clearing
  Clearing firm and/or
  Client
  Correspondent and/or and/or and/or
  Custody
  Customers
  Direct access Direct market
    access
  Electronic Communications Network ECN
  Execution routing
  FCM
 3




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Front-end trading software
  Level I market information
  Level II market information
  Level I trading software
  Level II trading software
  Online trading
  Settlement
 4




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PART I  Item 1.
    Business  Overview
               5




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Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
    Clients
  non-U.S. entities
    Industry
    trends
    Increase in trading volumes and
    executions.
  Shift to outsourced solutions.
 6




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Increase in trading in multiple
    markets.
  Industry consolidation.
  Demand for increased reporting capabilities and integrated
    technology solutions.
  Opportunities in the Canadian, European and Asian
    markets.
  Our
    product offering
  Clearing
    and related services
     7




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Technology
    and data products
    Our
    competitive strengths
  Established
    market position as the largest independent provider of
    correspondent clearing services in our primary
    markets.
    Fully-integrated
    securities-processing and technology solutions.
    Flexible
    services and infrastructure.
   8




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Highly
    attractive and diversified client base.
  Our client base comprises the following
    categories:
  Scalable,
    recurring revenue model.
    Proven
    and highly motivated management team.
    Business
    strategies
  Leverage
    existing platform to expand our product offerings and client
    base.
    
    Focusing on high-volume direct access and online
    broker-dealers and the futures trading
    industry.  We will continue to target our clearing
    services to the growing futures trading, direct access and
    online broker-dealer markets and on margin lending as a core
    complementary service.
    Further expanding our client base in the institutional and
    retail brokerage markets.  We are expanding our
    focus on the traditional institutional and retail brokerage
    industry. Many institutional and retail brokers in the
    U.S. have outsourced their clearing functions, and we
    believe this trend is now increasing internationally, which
    creates opportunities for us on a global basis. We are also
    targeting these firms for our technology products and services.
    Expanding our client base in the quantitative trading
    sector.  Our technology products enable us to
    increasingly market our services to the rapidly growing
    quantitative trading sector. This sector is among the most
    significant drivers of growth in the overall securities markets
    and we intend to increase our focus on these clients.
    Expanding our futures business.  Our purchase
    of GHCO in February, 2007 was a significant step in expanding
    our futures clearing operations and our purchase of FCG in
    November, 2007 gives us the ability to expand our futures
    offering to clients that need risk management and other services.
    Expand offering of portfolio
    margining.  Portfolio margining allows us to
    extend margin lending to cover a percentage of the purchase
    price of securities higher than the percentage required under
    Regulation T based on a risk calculation model approved by
    the SEC. We approve our correspondents internally for portfolio 9




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margining based on several factors, the most important of which
    is account size. At December 31, 2008, we had 322 portfolio
    margining accounts with a weighted average balance of
    approximately $39.9 million.  Expanding
    our operations internationally.
  non-U.S. markets U.S.-based
  Enhance
    revenue potential of each client relationship.
    Capitalize
    on industry trends.
    Pursue
    accretive acquisitions.
    Securities
    processing
    Clearing
    and related operations
  United
    States
   10




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Canada
  and/or
    United
    Kingdom
      Asia
   11




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Internet
    account portfolio information services
    Holding
    and safeguarding securities and cash deposits
    Securities
    lending and borrowing
    Proprietary
    trading
    Futures
    products
    Technology
    and data products
     12




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Institutional
    and active retail front-end trading software
      Global
    execution infrastructure
   13




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Global
    data products
  tick-by-tick simple-to-use
    Key
    licensed technology and proprietary customization
    
    see critical information in real-time on a continuously updated
    basis;
    manage their buying power across different accounts containing
    diverse instruments such as equities, options and futures, and;
    receive highly customized reports relating to their activity.  non-U.S. customers, non-U.S. affiliates
  Sales and
    marketing
   14




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Strategic
    acquisitions
  Section 1-02(w) Regulation S-X.
     15




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Competition
          Intellectual
    property and other proprietary rights
   16




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Government
    regulation
    cease-and-desist
          Regulation
    of clearing activities
   17




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Regulation
    of securities lending and borrowing
      Rules 8c-1
     18




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bona-fide
    Regulation
    of internet activities
    Regulatory
    capital requirements
   19




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30-day
         20




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on-site
      Margin
    risk management
        State and
    provincial regulation
    Employees
     21




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Public
    reporting
  Form 10-K, Form 10-Q, Form 8-K, www.penson.com www.sec.gov
  Item 1A.
    Risk
    Factors  Many factors could have an effect on PWIs financial
    condition, cash flows and results of operations. We are subject
    to various risks resulting from changing economic,
    environmental, political, industry, business and financial
    conditions. The principal factors are described below.
  Risks
    related to our business and our industry
  We
    face substantial competition from other securities and
    commodities processing and infrastructure firms, which could
    harm our financial performance and reduce our market
    share.
      We
    depend on a limited number of clients for a significant portion
    of our clearing revenues.
  30-day
 22




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Our
    clearing operations could expose us to legal liability for
    errors in performing clearing functions and improper activities
    of our correspondents.
      Sharp
    decreases in short-term interest rates have negatively impacted
    the profitability of our margin lending business.
      Our
    margin lending business subjects us to credit risks and if we
    are unable to liquidate an investors securities when the
    margin collateral becomes insufficient, the profitability of our
    business may suffer.
   23




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
    the pledged securities may not be actively traded;
    there may be an undue concentration of securities
    pledged; or
    an order to stop transfer by the issuer of securities may be
    issued with regard to pledged securities.    We
    rely, in part, on third parties to provide and support the
    software and systems we use to provide our services. Any
    interruption or cessation of service by these third parties
    could harm our business.
     24




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Our
    products and services, and the products and services provided to
    us by third parties, may infringe upon intellectual property
    rights of third parties, and any infringement claims could
    require us to incur substantial costs, distract our management
    or prevent us from conducting our business.
    We may
    not be able to protect our intellectual property rights against
    unauthorized use and infringement by third parties, and our
    failure to do so may weaken our competitive position, and any
    legal claim we seek to pursue may require us to incur
    substantial cost and distract management and us from conducting
    our business.
    If our
    clients account information is misappropriated, we may be
    held liable or suffer harm to our reputation.
      We may
    be subject to material litigation proceedings that could harm
    our business.
   25




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Any
    slowdown or failure of our computer or communications systems
    could subject us to liability for losses suffered by our clients
    or their customers.
    
    computer viruses or undetected errors in our internal software
    programs or computer systems;
    inability to rapidly monitor all intraday trading activity;
    inability to effectively resolve any errors in our internal
    software programs or computer systems once they are detected;
    heavy stress placed on our systems during peak trading
    times; or
    power or telecommunications failure, fire, tornado or any other
    natural disaster.    If our
    operational systems and infrastructure fail to keep pace with
    our anticipated growth, we may experience operating
    inefficiencies, client dissatisfaction and lost revenue
    opportunities.
     26




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
    to improve our systems for operations, financial controls, and
    communication and information management;
    to refine our compliance procedures and enhance our compliance
    oversight; and
    to recruit, train, manage and retain our employees.    A
    failure in the operational systems of third parties could
    significantly disrupt our business and cause
    losses.
    If we
    are unable to respond to the demands of our existing and new
    clients, our ability to reach our revenue goals or maintain our
    profitability could be diminished.
    Our
    existing correspondents may choose to perform their own clearing
    services as their operations grow, in which case we would lose
    the revenues generated by such correspondents.
    Our
    ability to sell our services and grow our business could be
    significantly impaired if we lose the services of key
    personnel.
   27




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We may
    face risks associated with potential future acquisitions that
    could reduce our profitability or hinder our ability to
    successfully expand our operations.
    
    diversion of managements time and attention to the
    negotiation of the acquisitions;
    difficulties in assimilating acquired businesses, technologies,
    operations and personnel including, but not limited to, the
    increased trade volume of acquired businesses;
    the need to modify financial and other systems and to add
    management resources;
    assumption of unknown liabilities of the acquired businesses;
    unforeseen difficulties in the acquired operations and
    disruption of our ongoing business;
    dilution to our existing stockholders due to the issuance of
    equity securities, which may make it difficult for us to raise
    capital in equity financing in the future;
    possible adverse short-term effects on our cash flows or
    operating results; and
    possible accounting charges due to impairment of goodwill or
    other purchased intangible assets.    Restrictive
    covenants in our credit facilities may limit our ability to
    engage in certain transactions.
     28




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Our
    inability to obtain credit on favorable terms could
    significantly restrict our business activities
    Our
    revenues may decrease due to declines in trading volume, market
    prices, liquidity of securities markets or proprietary trading
    activity.
    
    reduced trading activity;
    illiquid markets;
    declines in the market values of securities carried by our
    customers and correspondents;
    the failure of buyers and sellers of securities to fulfill their
    settlement obligations;
    reduced margin loan balances of investors; and
    increases in claims and litigation.      Recent
    market instability could negatively affect our operations and
    financial condition.
   29




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Our
    significant
    non-U.S.
    operation exposes us to global exchange rate fluctuations that
    could impact our profitability.
      and/or
  The
    growth of electronic trading and our increasing provision of
    direct market access to our correspondents may subject us to
    additional market exposure.
    New
    short-selling requirements could increase our costs, adversely
    affect our securities lending business and, in the event we fail
    to comply, result in significant penalties.
   30




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General
    economic and political conditions and broad trends in business
    and finance that are beyond our control may contribute to
    reduced levels of activity in the securities markets, which
    could result in lower revenues from our business
    operations.
    
    the availability of short-term and long-term funding and capital;
    the level and volatility of interest rates;
    legislative and regulatory changes;
    currency values and inflation; and
    national, state and local taxation levels affecting securities
    transactions.    Our
    quarterly revenue and operating results are subject to
    significant fluctuations.
    
    changes in the proportion of clearing operations revenues and
    interest income;
    our lengthy sales and integration cycle with new correspondents;
    the gain or loss of business from a correspondent;
    reductions in per-transaction clearing fees;
    changes in bad debt expense from margin lending as compared to
    historical levels;
    changes in the rates we charge for margin loans, changes in the
    rates we pay for cash deposits we hold on behalf of our
    correspondents and their customers and changes in the rates at
    which we can invest such cash deposits;
    changes in the market price of securities and our ability to
    manage related risks;
    fluctuations in overall market trading volume;
    the relative success
    and/or
    failure of third party clearing competitors, many of which have
    increasingly larger resources than we have as a result of recent
    consolidation in our industry;
    the relative success
    and/or
    failure of third party technology competitors including, without
    limitation, competitors to our Nexa business;
    our ability to manage personnel, overhead and other
    expenses; and
    the amount and timing of capital expenditures.     31




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Our
    involvement in futures and options markets subjects us to risks
    inherent in conducting business in those markets.
    We may
    not be able to or determine not to hedge our foreign exchange
    risk.
    The
    securities and futures businesses are highly dependent on
    certain market centers that may be targets of
    terrorism.
    Risks
    related to government regulation
  All
    aspects of our business are subject to extensive government
    regulation. If we fail to comply with these regulations, we may
    be subject to disciplinary or other action by regulatory
    organizations, and our business may be harmed.
    
    sales methods;
    trade practices among broker-dealers and FCMs;
    use and safekeeping of investors funds and securities;
    capital structure;
    margin lending; 32




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
    record keeping;
    conduct of directors, officers and employees; and
    supervision of investor accounts.      non-U.S. businesses non-U.S. markets
  The
    regulatory environment in which we operate has experienced
    increasing scrutiny by regulatory authorities in recent years
    and further changes in legislation or regulations may affect our
    ability to conduct our business or reduce our
    profitability.
      If we
    do not maintain the capital levels required by regulations, we
    may be subject to fines, suspension, revocation of registration
    or expulsion by regulatory authorities.
   33




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Procedures
    and requirements of the USA PATRIOT Act may expose us to
    significant costs or penalties.
    Risks
    related to our corporate structure
  Our
    discontinued operations expose us to legal and other
    risks.
   34




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Provisions
    in our certificate of incorporation and bylaws and under
    Delaware law may prevent or frustrate a change in control or a
    change in management that stockholders believe is
    desirable.
    
    a classified board of directors;
    limitations on the removal of directors;
    advance notice requirements for stockholder proposals and
    nominations of directors at meetings of our
    stockholders; and
    the inability of stockholders to act by written consent or to
    call special meetings.        Risks
    related to our requirements as a public company
  Our
    stockholders could be harmed if our management and larger
    stockholders use their influence in a manner adverse to other
    stockholders interests.
    The
    price of our common stock may be volatile.
    
    reductions in market prices or volume;
    changes in securities or other government regulations;
    quarterly variations in operating results;
    our technological capabilities to accommodate any future growth
    in our operations or clients; 35




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
    announcements of technological innovations, new products,
    services, significant contracts, acquisitions or joint ventures
    by us or our competitors;
    issuance and sales of our securities in financing
    transactions; and
    changes in financial estimates and recommendations by securities
    analysts or our failure to meet or exceed analyst estimates.    Our
    internal control over financial reporting may not be effective
    and our independent registered public accounting firm may not be
    able to provide an attestation report as to their effectiveness,
    which could have a significant and adverse effect on our
    business and reputation.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Description
    of property
    Item 3.
    Legal
    Proceedings     36




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Various Claimants v. Penson Financial Services, Inc., et
    al.
   37




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    information
   38




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Price RangeHigh


Low2008Quarter ended March 31, 2008

$
14.26


$
8.15Quarter ended June 30, 2008

$
13.61


$
9.37Quarter ended September 30, 2008

$
19.11


$
10.69Quarter ending December 31, 2008

$
13.48


$
4.982007Quarter ended March 31, 2007

$
33.22


$
25.32Quarter ended June 30, 2007

$
34.08


$
24.10Quarter ended September 30, 2007

$
25.40


$
15.50Quarter ending December 31, 2007

$
19.59


$
13.58   Holders
    Dividend
    policy
      and/or
 39




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PWIs
    purchases of its equity securities
    Total Number ofShares Purchased as


Maximum Number ofTotal Number





Part of Publicly


Shares that May Yet beof Shares


Average Price


Announced Plans or


Purchased Under the PlansPeriod

Purchased(a)


Paid per Share


Programs


or Programs(b)October


3,810


$
12.92







362,899November


6,958


$
6.38







734,898December


8,951


$
7.44







630,195     (a)
    
    Includes shares withheld to cover tax-withholding requirements
    related to the vesting of restricted stock units issued to
    employees pursuant to the Companys shareholder-approved
    stock incentive plan.(b)
    
    Remaining shares represent the remaining dollar amount
    authorized divided by the average purchase price in the month.  Recent
    sales of unregistered securities
   40




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Stock
    Performance Graph
    Cumulative Total Return to Stockholders
    Penson Worldwide, Inc., NASDAQ Composite Index and NASDAQ
    Financial Stocks Index
    % Return to Stockholders, May 16, 2006 to December 31,
    2008
  Total
    Return Performance
  
     41




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Item 6.
    Selected
    Financial Data    Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except per share data)Consolidated statement of income data:Net revenues

$
293,170


$
264,725


$
198,189


$
127,907


$
102,478Total expenses(1)


276,521



222,767



160,611



123,229



94,296Income from continuing operations before income taxes


16,649



41,958



37,578



4,678



8,182Income tax expense


5,993



15,125



13,299



1,951



1,489Income from continuing operations


10,656



26,833



24,279



2,727



6,693Income from discontinued operations, net of tax(2)










243



177



1,060Net income

$
10,656


$
26,833


$
24,522


$
2,904


$
7,753Earnings per share  basicEarnings per share from continuing operations

$
.42


$
1.02


$
1.07


$
0.18


$
0.51Earnings per share from discontinued operations










0.01



0.01



0.08Earnings per share

$
.42


$
1.02


$
1.08


$
0.19


$
0.59Earning per share  dilutedEarnings per share from continuing operations

$
.42


$
1.00


$
1.05


$
0.16


$
0.43Earnings per share from discontinued operations










0.01



0.01



0.07Earnings per share

$
.42


$
1.00


$
1.06


$
0.17


$
0.50Weighted average shares outstanding  basic and
    dilutedBasic


25,217



26,232



22,689



15,185



13,136Diluted


25,416



26,817



23,058



18,300



16,456     (1)
    
    Results from 2008, 2007 and 2006 include $4.5 million,
    $4.7 million and $3.1 million of compensation expense
    related to the implementation of SFAS No. 123(R).
    Accordingly, 2008, 2007 and 2006 results may not be comparable
    to prior periods.(2)
    
    Concurrent with our public offering, we split off certain
    non-core business operations into SAMCO Holdings, a newly formed
    company which gives effect to a capital contribution to SAMCO in
    an amount equal to the difference between the net book value of
    the division to be split off, as of such date, and the value of
    the 1,041,667 shares of our common stock to be exchanged in
    the split off. Except as otherwise indicated, financial
    information presented sets forth the results of operations and
    balance sheet data of the entities split off as 42




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discontinued operations. See Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Discontinued Operations.  As of December 31,2008


2007


2006


2005


2004(In thousands)Consolidated balance sheet data:Cash and cash equivalents

$
38,825


$
120,923


$
103,054


$
99,506


$
35,155Total assets


5,539,195



7,846,977



4,644,390



3,578,881



2,342,844Notes payable


75,000



55,000



10,000



52,395



38,931Total stockholders equity


264,467



265,428



211,784



89,952



67,716   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with Part II, Item 6 Selected
    Financial Data and our audited consolidated financial
    statements and the related notes included elsewhere in this
    annual report on
    Form 10-K.
    This discussion contains forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in the forward-looking
    statements as a result of certain factors including the risks
    discussed in Item 1A Risk Factors Special
    Note Regarding Forward-Looking Statements and elsewhere in
    this annual report on
    Form 10-K.
  Market
    and Economic Conditions in 2008
    
    The Federal Reserve lowered interest rates approximately
    400 basis points to approximately .25% at December 31,
    2008 from 4.25% at December 31, 2007.
    The VIX, the ticker symbol for the Chicago Board of Options
    Exchange Volatility Index, a popular measure of implied stock
    market volatility, reached an intraday high of more than 89 in
    October 2008, versus an average of about 19 since 1990.
    In September and October of 2008, the U.S., U.K. and other
    countries implemented a series of temporary and other, more
    lasting restrictions on the short sales of shares of financial
    service companies.
    The New York Stock Exchange short interest, which, as a
    percentage of total shares outstanding at month-end, reached a
    high of 4.86 in July 2008, an increase of 43% from December
    2007, and, following the implemented restrictions, declined 26%,
    to 3.59 in December 2008.
    The Dow Jones Industrial Average closed at 8,778 on
    December 31, 2008, having previously reached a low of 7,392
    in November 2008, from a high for the year of 13,338 in January
    2008.
    Consolidated NASDAQ trading volume increased 47%, to 2.3
    trillion shares in 2008, from 1.5 trillion shares in 2007.
    Margin debt on NYSE stocks declined 42%, to $187 billion in
    December 2008, from $323 billion in December 2007.  Overview
     43




---



##### Table of Contents



Fiscal
    2008 highlights
  
    We added a net 25 new correspondents during the year to a
    record 302. At December 31, 2008 we had 23 signed
    correspondents that have not yet begun generating revenue.
    We achieved record annual clearing and commission revenues of
    $150.6 million and technology revenues of
    $22.2 million for the year ended December 31, 2008.
    The federal funds rate decreased approximately 400 basis
    points to approximately .25% during 2008, which we estimate
    based on December 2007 quarter average customer balances
    decreased net interest revenues by approximately
    $25.1 million.
    Since its introduction in the fourth quarter of 2007, trade
    aggregation has positively impacted revenues by approximately
    $6.1 million in 2008.
    In the third quarter we recorded a $2.4 million litigation
    reserve  see Part I, Item 3. Legal
    Proceedings.
    Securities lending decreased approximately $1.1 billion
    from the fourth quarter of 2007 principally as a result of the
    regulatory changes surrounding short sale transactions
    implemented by the SEC.
    During the fourth quarter we recorded a $26.4 million
    correspondent asset loss related to an unsecured receivable from
    Evergreen Capital Partners, Inc. See Note 26 to our
    consolidated financial statements.  Acquisition
    of FCG
    Acquisition
    of GHCO
   44




---



##### Table of Contents



Acquisition
    of Schonfeld
    Acquisition
    of Computer Clearing Services, Inc.
    Financial
    overview
  Net
    revenues
  Revenues
     45




---



##### Table of Contents



Interest
    expense from securities operations
      Expenses
  Employee
    compensation and benefits
    Other
    operating expenses
        Profitability
    of services provided
   46




---



##### Table of Contents



Results
    of operations
    Year Ended December 312008


2007


2006Revenues:Clearing and commission fees


51
%


45
%


41
%Technology


8
%


6
%


6
%Interest, gross


57
%


86
%


83
%Other revenues


15
%


16
%


15
%Total revenues


131
%


153
%


145
%Interest expense from securities operations


31
%


53
%


45
%Net revenues


100
%


100
%


100
%Expenses:Employee compensation and benefits


39
%


38
%


40
%Floor brokerage exchange and clearance fees


9
%


9
%


10
%Communications and data processing


13
%


13
%


12
%Occupancy and equipment


10
%


9
%


9
%Vendor related asset impairment






4
%


Correspondent asset loss


9
%






Other expenses


13
%


10
%


8
%Interest expense on long-term debt


1
%


1
%


2
%Total expenses


94
%


84
%


81
%Income from continuing operations before income taxes


6
%


16
%


19
%Provision for income taxes


2
%


6
%


7
%Income from continuing operations


4
%


10
%


12
%   Comparison
    of years ended December 31, 2008 and December 31,
    2007
  Overview
   47




---



##### Table of Contents



%Change fromAmount


Previous Year(In thousands)Revenues:Clearing and commission fees

$
32,649



27.7Technology


7,000



46.1Interest:Interest on asset based balances


(43,344
)


(28.3
)Interest on conduit borrows


(19,378
)


(28.1
)Money market


2



Interest, gross


(62,720
)


(27.5
)Other revenue


2,138



4.9Total revenues


(20,933
)


(5.2
)Interest expense:Interest expense on liability based balances


(26,638
)


(34.0
)Interest on conduit loans


(22,740
)


(36.9
)Interest expense from securities operations


(49,378
)


(35.3
)Net revenues


28,445



10.7Expenses:Employee compensation and benefits


11,736



11.5Floor brokerage, exchange and clearance fees


(1,208
)


(4.4
)Communications and data processing


8,496



27.6Occupancy and equipment


5,317



22.6Vendor related asset impairment


(10,034
)


(92.4
)Correspondent asset loss


26,421Other expenses


12,066



47.6Interest expense on long-term debt


960



33.253,754



24.1Income from continuing operations before income taxes

$
(25,309
)


(60.3
)  48




---



##### Table of Contents



Net
    revenues
                Employee
    compensation and benefits
    Floor
    brokerage, exchange and clearance fees
   49




---



##### Table of Contents



Communication
    and data processing
    Occupancy
    and equipment
    Vendor
    related asset impairment
  Legal Proceedings
  Correspondent
    asset loss
  and/or and/or
  Form 10-K,
    Other
    expenses
    Interest
    expense on long- term debt
    Provision
    for income taxes
   50




---



##### Table of Contents



Net
    income
    Comparison
    of years ended December 31, 2007 and December 31,
    2006
  Overview
           51




---



##### Table of Contents



%Change fromAmount


Previous Year(In thousands)Revenues:Clearing and commission fees

$
35,999



44.0Technology


3,280



27.5Interest:Interest on asset based balances


45,255



42.0Interest on conduit borrows


18,568



36.9Money market


855



14.6Interest, gross


64,678



39.5Other revenue


13,227



44.1Total revenues


117,184



40.7Interest expense:Interest expense on liability based balances


35,110



81.0Interest on conduit loans


15,538



33.7Interest expense from securities operations


50,648



56.6Net revenues


66,536



33.6Expenses:Employee compensation and benefits


22,250



27.9Floor brokerage, exchange and clearance fees


6,935



34.0Communications and data processing


6,701



27.8Occupancy and equipment


6,131



35.2Vendor related asset impairment


10,861Other expenses


9,335



58.2Interest expense on long-term debt


(57
)


(1.9
)62,156



38.7Income from continuing operations before income taxes

$
4,380



11.7   Net
    revenues
       52




---



##### Table of Contents



Employee
    compensation and benefits
      Share-Based Payment
  Floor
    brokerage, exchange and clearance fees
    Communications
    and data processing
   53




---



##### Table of Contents



Occupancy
    and equipment
    Vendor
    related asset impairment
    Other
    expenses
    Interest
    expense on long-term debt
    Provision
    for income taxes
    Net
    income
    Liquidity
    and capital resources
  Operating Liquidity 
   54




---



##### Table of Contents



Capital Resources 
      (Rule 15c3-1), Rule 15c3-1, (Rule 15c3-3).
    Contractual
    obligations
    Less Than








More ThanContractual Obligations

Total


1 Year


13 Years


45 Years


5 Years(In thousands)Long-term debt obligations and accrued interest(1)

$
75,152


$
75,152


$



$



$
Capital lease obligations


10,780



5,714



5,066







Operating lease obligations


32,136



5,093



9,370



7,452



10,221Total

$
118,068


$
85,959


$
14,436


$
7,452


$
10,221     (1)
    
    The entire long-term debt balance is a revolving credit facility
    which the Company may pay down at any time, accordingly, only
    interest accrued at December 31 has been included here.   55




---



##### Table of Contents



Off-balance
    sheet arrangements
      Critical
    accounting policies
    Revenue
    recognition
      97-2, Software Revenue Recognition (SOP 97-2). SOP 97-2 81-1, Accounting for Performance of Construction-Type and Certain
    Production Type Contracts (SOP 81-1), Revenue
    Recognition
 56




---



##### Table of Contents



Fair
    value
  Fair Value Measurements No. FAS 157-2,
  and/or
  
    Level 1  Inputs are quoted prices in active
    markets for identical assets or liabilities that the Company has
    the ability to access at the measurement date. Assets and
    liabilities utilizing Level 1 inputs include corporate
    equity, U.S. Treasury and money market securities.
    Valuation of these instruments does not require a high degree of
    judgment as the valuations are based on quoted prices in active
    markets that are readily and regularly available.
    Level 2  Inputs other than quoted prices in
    active markets that are either directly or indirectly observable
    as of the measurement date, such as quoted prices for similar
    assets or liabilities; quoted prices in markets that are not
    active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities. Assets and liabilities
    utilizing Level 2 inputs include certificates of deposit,
    term deposits, corporate debt securities and Canadian government
    obligations. These financial instruments are valued by quoted
    prices that are less frequent than those in active markets or by
    models that use various assumptions that are derived from or
    supported by data that is generally observable in the
    marketplace. Valuations in this category are inherently less
    reliable than quoted market prices due to the degree of
    subjectivity involved in determining appropriate methodologies
    and the applicable underlying assumptions.
    Level 3  Valuations based on inputs that are
    unobservable and not corroborated by market data. The Company
    does not currently have any financial instruments utilizing
    Level 3 inputs. These financial instruments have
    significant inputs that cannot be validated by readily
    determinable data and generally involve considerable judgment by
    management.    Software
    development
  SOP 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use,
 57




---



##### Table of Contents



Stock-based
    compensation
    Item 7A.
    Quantitative
    and Qualitative Disclosure about Market Risk     58




---



##### Table of Contents



and/or
 59




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K. page F-1.
  Quarterly
    results of operations (unaudited)
  Dec. 31,


Sep. 30,


Jun. 30,


Mar. 31,


Dec. 31,


Sep. 30,


Jun. 30,


Mar. 31,Quarter Ended

2008


2008


2008


2008


2007


2007


2007


2007(In thousands, except per share data)Revenues:Clearing and commission fees

$
36,478


$
40,215


$
37,348


$
36,513


$
34,607


$
30,670


$
27,963


$
24,665Technology


6,102



6,190



5,100



4,799



4,538



3,876



3,758



3,019Interest, gross


25,095



47,250



44,934



48,478



58,385



60,647



61,210



48,235Other


13,023



11,267



11,294



9,783



13,204



9,895



11,063



9,067Total revenues


80,698



104,922



98,676



99,573



110,734



105,088



103,994



84,986Interest expense on short-term obligations


11,638



25,620



24,068



29,373



35,171



36,992



39,614



28,300Net revenues


69,060



79,302



74,608



70,200



75,563



68,096



64,380



56,686Expenses:Employee compensation and benefits


27,218



28,197



29,477



28,823



27,864



25,739



24,903



23,473Floor brokerage, exchange and clearance fees


5,055



8,568



8,692



3,803



5,558



6,615



7,107



4,991Communications and data processing


10,225



10,274



9,579



9,188



10,345



8,593



8,106



6,781Occupancy and equipment


6,762



7,810



7,293



7,022



6,674



6,075



5,993



4,828Vendor related asset impairment


243



320



189



75



51



10,810







Correspondent asset loss


26,421



























Other expenses


10,222



11,187



8,742



7,282



7,836



6,939



5,806



4,786Interest expense on long-term debt


807



885



1,086



1,076



1,207



760



474



45386,953



67,241



65,058



57,269



59,535



65,531



52,389



45,312Income (loss) before income taxes


(17,893
)


12,061



9,550



12,931



16,028



2,565



11,991



11,374Income tax expense (benefit)


(7,092
)


4,583



3,653



4,849



5,834



618



4,437



4,236Net income (loss)

$
(10,801
)

$
7,478


$
5,897


$
8,082


$
10,194


$
1,947


$
7,554


$
7,138Earnings (loss) per share  basic

$
(0.43
)

$
0.30


$
0.23


$
0.32


$
0.40


$
0.07


$
0.28


$
0.27Earnings (loss) per share  diluted

$
(0.43
)

$
0.29


$
0.23


$
0.32


$
0.39


$
0.07


$
0.28


$
0.27Weighted average shares outstanding  basic


25,187



25,108



25,115



25,461



25,502



26,402



26,689



26,328Weighted average shares outstanding  diluted


25,187



25,811



25,200



25,541



26,314



26,920



27,276



26,905   Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures
   60




---



##### Table of Contents



Changes
    in internal control over financial reporting
  Rule 13a-15(f)
  Managements
    report on internal control over financial reporting
  Rules 13a-15(f) 15d-15(f)
        Inherent
    limitation of the effectiveness of internal control
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation   61




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    compensation plans
  Number of Securities to


Weighted-Averagebe Issued Upon Exercise


Exercise Price of


Number of Securitiesof Outstanding Options,


Outstanding Options,


Remaining AvailablePlan Category

Warrants and Rights(c)


Warrants and Rights


for Future IssuanceEquity Compensation Plans Approved by Security Holders(d)


1,776,456


$
15.12



895,198Equity Compensation Plans Not Approved By Security Holders










1,776,456


$
15.12



895,198     (c)
    
    Includes shares issuable for unvested restricted stock units.(d)
    
    Includes shares issuable pursuant to the Penson Worldwide, Inc.
    Amended and Restated 2000 Stock Incentive Plan, of which there
    were 758,969 shares remaining available for future issuance
    and the Penson Worldwide, Inc. 2005 Employee Stock Purchase Plan
    of which there were 136,229 shares remaining available for
    future issuance.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  1. Financial statements
  page F-1 Form 10-K.
  PageNumberReport of Independent Registered Public Accounting Firm


F-2Statements of Financial Condition


F-4Statements of Income


F-5Statements of Stockholders Equity


F-6Statements of Cash Flows


F-7Notes to the Consolidated Financial Statements


F-8   Financial statement schedules.
    3. Exhibit list.
   62




---



##### Table of Contents



Signatures      By:
    /s/  PHILIP
    A. PENDERGRAFT   Title:
    Chief Executive Officer      Signature

Title

Date/s/  ROGER
    J. ENGEMOEN, JR.Roger
    J. Engemoen, Jr.

Chairman

March 12, 2009/s/  PHILIP
    A. PENDERGRAFTPhilip
    A. Pendergraft

Chief Executive Officer
    (Principal Executive Officer)
    and Director

March 12, 2009/s/  DANIEL
    P. SONDaniel
    P. Son

President and Director

March 12, 2009/s/  KEVIN
    W. MCALEERKevin
    W. McAleer

Executive Vice President & Chief Financial Officer
    (Principal Financial
    and Accounting Officer)

March 12, 2009/s/  JAMES
    S. DYERJames
    S. Dyer

Director

March 12, 2009/s/  DAVID
    JOHNSONDavid
    Johnson

Director

March 12, 2009/s/  THOMAS
    R. JOHNSONThomas
    R. Johnson

Director

March 12, 2009/s/  DAVID
    M. KELLYDavid
    M. Kelly

Director

March 12, 2009/s/  DAVID
    REEDDavid
    Reed

Director

March 12, 2009  63




---



##### 



Index to
    consolidated financial statements
   
 Penson Worldwide, Inc. consolidated financial statements:Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Financial Statements:Statements of Financial Condition


F-4Statements of Income


F-5Statements of Stockholders Equity


F-6Statements of Cash Flows


F-7Notes to the Consolidated Financial Statements


F-8   F-1




---



##### Table of Contents



Report of
    independent registered public accounting firm              BDO
    Seidman, llp
     F-2




---



##### Table of Contents



Report of
    independent registered public accounting firm
      Internal Control  Integrated Framework
            BDO
    Seidman, llp
      F-3




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Consolidated
    Statements of Financial Condition
  December 31,2008


2007(In thousands,except par values)ASSETSCash and cash equivalents

$
38,825


$
120,923Cash and securities  segregated under federal and
    other regulations


2,383,948



1,437,561Receivable from broker-dealers and clearing organizations
    (including securities at fair value of $17,369 at
    December 31,2008 and $7,766 at December 31, 2007)


318,278



1,519,078Receivable from customers, net


687,194



1,324,213Receivable from correspondents


135,092



532,504Securities borrowed


964,080



2,065,997Securities owned, at fair value


429,531



235,680Deposits with clearing organizations (including securities at
    fair value of $290,316 at December 31, 2008 and $253,233 at
    December 31, 2007)


327,544



293,230Property and equipment, net


28,428



27,028Other assets


226,275



290,763Total assets

$
5,539,195


$
7,846,977LIABILITIES AND STOCKHOLDERS EQUITYPayable to broker-dealers and clearing organizations

$
345,094


$
1,077,312Payable to customers


3,575,401



3,590,315Payable to correspondents


161,422



616,863Short-term bank loans


130,846



340,530Notes payable


75,000



55,000Securities loaned


842,034



1,726,677Securities sold, not yet purchased, at fair value


48,383



82,116Accounts payable, accrued and other liabilities


96,548



92,736Total liabilities


5,274,728



7,581,549Commitments and contingenciesSTOCKHOLDERS EQUITYPreferred stock, $0.01 par value, 10,000 shares
    authorized; none issued and outstanding as of December 31,
    2008 and 2007






Common stock, $0.01 par value, 100,000 shares
    authorized; 28,604 issued and 25,207 outstanding as of
    December 31, 2008; 28,226 issued and 25,543 outstanding as
    of December 31, 2007


286



282Additional paid-in capital


244,052



238,253Accumulated other comprehensive income (loss)


(3,025
)


6,964Retained earnings


76,471



65,815Treasury stock, at cost; 3,397 shares at December 31,
    2008; 2,683 shares at December 31, 2007


(53,317
)


(45,886
)Total stockholders equity


264,467



265,428Total liabilities and stockholders equity

$
5,539,195


$
7,846,977    F-4




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Consolidated
    Statements of Income
  Year Ended December 31,2008


2007


2006(In thousands, except per share data)RevenuesClearing and commission fees

$
150,554


$
117,905


$
81,906Technology


22,191



15,191



11,911Interest, gross


165,757



228,477



163,799Other


45,367



43,229



30,002Total Revenue


383,869



404,802



287,618Interest expense from securities operations


90,699



140,077



89,429Net revenues


293,170



264,725



198,189ExpensesEmployee compensation and benefits


113,715



101,979



79,729Floor brokerage, exchange and clearance fees


26,118



27,326



20,391Communications and data processing


39,266



30,770



24,069Occupancy and equipment


28,887



23,570



17,439Vendor related asset impairment


827



10,861



Correspondent asset loss


26,421







Other expenses


37,433



25,367



16,032Interest expense on long-term debt


3,854



2,894



2,951276,521



222,767



160,611Income from continuing operations before income taxes


16,649



41,958



37,578Income tax expense


5,993



15,125



13,299Income from continuing operations


10,656



26,833



24,279Income from discontinued operations, net of tax expense of $0,
    $0 and $156, respectively










243Net income

$
10,656


$
26,833


$
24,522Earnings per share-basic:Earnings per share from continuing operations

$
0.42


$
1.02


$
1.07Earnings per share from discontinued operations










0.01Net income per share

$
0.42


$
1.02


$
1.08Earnings per share-diluted:Earnings per share from continuing operations

$
0.42


$
1.00


$
1.05Earnings per share from discontinued operations










0.01Net income per share

$
0.42


$
1.00


$
1.06Weighted average shares  basic


25,217



26,232



22,689Weighted average shares  diluted


25,416



26,817



23,058    F-5




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Consolidated
    Statements of Stockholders Equity
  AccumulatedPreferred








Additional





Other





TotalStock


Common stock


Paid-In


Treasury


Comprehensive


Retained


StockholdersAmount


Shares


Amount


Capital


Stock


Income (loss)


Earnings


Equity(In thousands)Balance, December 31, 2005

$
34,680



15,180


$
152


$
38,090


$



$
1,990


$
15,040


$
89,952Net income


























24,522



24,522Foreign currency translation adjustments, net of tax of $109






















169







169Proceeds from initial public offering






7,197



72



114,080















114,152Direct costs of capital raised














(3,074
)














(3,074
)Preferred stock converted into common stock


(34,680
)


3,526



35



34,645















Repurchase of treasury stock






(1,076
)


1



(1
)


(17,708
)










(17,708
)Stock-based compensation expense






113







3,120



(710
)










2,410Exercise of stock options






75



1



348















349Purchases of stock under the employee stock purchase plan






63



1



1,011















1,012Balance, December 31, 2006






25,078



262



188,219



(18,418
)


2,159



39,562



211,784Net income


























26,833



26,833Foreign currency translation adjustments, net of tax of $3,098






















4,805







4,805Repurchase of treasury stock






(1,607
)










(27,468
)










(27,468
)Stock-based compensation expense






173



1



4,692















4,693Exercise of stock options






112



1



1,066















1,067Excess tax benefit from stock-based compensation plans














823















823Purchases of stock under the employee stock purchase plan






128



1



2,014















2,015Issuance of common stock






1,659



17



41,439















41,456Cumulative effect of adoption of FIN 48


























(580
)


(580
)Balance, December 31, 2007






25,543



282



238,253



(45,886
)


6,964



65,815



265,428Net income


























10,656



10,656Foreign currency translation adjustments, net of tax of $6,440






















(9,989
)






(9,989
)Repurchase of treasury stock






(714
)










(7,431
)










(7,431
)Stock-based compensation expense






188



2



4,521















4,523Exercise of stock options






36







168















168Excess tax deficiency from stock-based compensation plans














(459
)














(459
)Purchases of stock under the employee stock purchase plan






110



1



999















1,000Issuance of common stock






44



1



570















571Balance, December 31, 2008

$




25,207


$
286


$
244,052


$
(53,317
)

$
(3,025
)

$
76,471


$
264,467    F-6




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
10,656


$
26,833


$
24,522Income from discontinued operations










(243
)Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


20,247



16,777



11,321Deferred income taxes


977



(2,274
)


1,625Stock based compensation


4,523



4,693



3,120Operating activities from discontinued operations










243Changes in operating assets and liabilities:Cash and securities  segregated under federal and
    other regulations


(1,005,993
)


(804,145
)


(210,300
)Net receivable/payable with customers


736,513



1,291,953



667,186Net receivable/payable with correspondents


(63,611
)


(51,266
)


52,078Securities borrowed


1,089,050



(282,594
)


(410,480
)Securities owned


(234,799
)


(58,533
)


(46,067
)Deposits with clearing organizations


(35,589
)


(82,314
)


(67,723
)Other assets


92,189



(146,832
)


(6,881
)Net receivable/payable with broker-dealers and clearing
    organizations


449,542



(334,763
)


(98,013
)Securities loaned


(882,064
)


137,282



57,172Securities sold, not yet purchased


(25,495
)


21,992



23,329Accounts payable, accrued and other liabilities


8,051



24,114



13,341Net cash provided by (used in) operating activities


164,197



(239,077
)


14,230Cash flows from investing activities:Business combinations, net of cash acquired


(33,370
)


(34,156
)


(4,536
)Purchases of property and equipment


(19,031
)


(15,484
)


(12,647
)Net cash used in investing activities


(52,401
)


(49,640
)


(17,183
)Cash flows from financing activities:Proceeds from notes payable


20,000



206,000



95,300Repayments of notes payable






(161,000
)


(137,695
)Net borrowing on short-term bank loans


(196,380
)


280,344



(55,736
)Exercise of stock options


168



1,067



349Excess tax benefit on exercise of stock options


75



823



4Purchase of treasury stock


(7,431
)


(27,468
)


(7,976
)Proceeds from initial public offering










114,152Direct costs of capital raised










(3,074
)Issuance of common stock, net


1,000



2,015



1,008Net cash provided by (used in) financing activities


(182,568
)


301,781



6,332Effect of exchange rates on cash


(11,326
)


4,805



169Increase (decrease) in cash and cash equivalents


(82,098
)


17,869



3,548Cash and cash equivalents at beginning of period


120,923



103,054



99,506Cash and cash equivalents at end of period

$
38,825


$
120,923


$
103,054Supplemental cash flow disclosures:Interest payments

$
18,277


$
23,252


$
12,457Income tax payments

$
19,639


$
16,466


$
9,408Non-cash financing activity:Distribution of net assets of discontinued operations

$



$



$
(10,442
)    F-7




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes
    to the Consolidated Financial Statements
 (In
    thousands, except per share data or where noted)
  1.
    Basis of
    Presentation  Organization and Business
            2.
    Summary
    of significant accounting policies  Securities Transactions
  Securities Lending Activities
 F-8




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Reverse Repurchase and Repurchase Agreements
  Revenue Recognition
    97-2, Software Revenue Recognition (SOP 97-2). SOP 97-2 81-1, Accounting for Performance of Construction-Type and Certain
    Production Type Contracts (SOP 81-1), Revenue
    Recognition
  Income Taxes Accounting for
    Uncertainty in Income Taxes
 F-9




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Property and Equipment
  Goodwill Goodwill and
    Other Intangible Assets Business Combinations.
  Balance, December 31, 2006

$
9,281Goodwill acquired


34,836Balance, December 31, 2007


44,117Goodwill acquired


50,770Balance, December 31, 2008

$
94,887     Intangibles
  Gross Carrying


Accumulated2008

Amount


Amortization


Net Book ValueCustomer related intangible assets

$
20,007


$
2,310


$
17,697Purchased technology


14,082



11,521



2,561Other


2,760



140



2,620Total

$
36,849


$
13,971


$
22,878   Gross Carrying


Accumulated2007

Amount


Amortization


Net Book ValueCustomer related intangible assets

$
14,497


$
850


$
13,647Purchased technology


14,082



8,923



5,159Other


12,218



64



12,154Total

$
40,797


$
9,837


$
30,960  F-10




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Financing Costs Accounting for Nonrefundable Fees and
    Costs Associated with Originating or Acquiring Loans and Initial
    Direct Costs of Leases, an amendment of FASB Statements
    No. 13, 60, and 65 and a rescission of FASB Statement
    No. 17.
  Operating Leases
  Stock-Based Compensation
  Managements Estimates and Assumptions
  Cash and Cash Equivalents
  Securities Owned and Securities Sold, Not Yet
    Purchased
  Fair Value of Financial Instruments
 F-11




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Allowance for Doubtful Accounts account-by-account
  Software Costs and Expenses SOP 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use,
  Net Income Per Share
  Foreign Currency Translation Adjustments Foreign Currency
    Translation,
  Reclassifications 
  Recent
    Accounting Pronouncements
  Business
    Combinations
 F-12




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115 instrument-by-instrument
  Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157,
  Share-Based
    Payment
  142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible Assets FAS 142-3 FAS 142-3
 F-13




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  FAS 142-3
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
    With Generally Accepted Accounting
  FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset is not Active FAS 157-3). FAS 157-3 FAS 157-3 Accounting
    Changes and Error Corrections FAS 157-3
  3.
    Discontinued
    operations  Accounting for the Disposal of
    Long-Lived Assets
  Year Ended December 31,2008


2007


2006Revenues

$



$



$
9,565Costs and expenses










9,166Income before income taxes










399Income taxes










156Income from discontinued operations

$



$



$
243   4.
    Acquisitions  First
    Capitol Group, LLC
   F-14




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Goldenberg
    Hehmeyer and Co.
    Acquisition
    of the clearing business of Schonfeld Securities,
    LLC
    Computer
    Clearing Services, Inc.
   F-15




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    5.
    Computation
    of net income per share  Net Income
    Per Share.
  Year Ended December 31,2008


2007


2006Basic and diluted:Income from continuing operations

$
10,656


$
26,833


$
24,279Income from discontinued operations, net










243Net income

$
10,656


$
26,833


$
24,522Weighted average common shares outstanding  basic


25,217



26,232



22,689Incremental shares from outstanding stock options


33



202



169Incremental shares from non-vested restricted stock units


12



120



130Shares issuable


154



263



70Weighted average common shares and common share
    equivalents  diluted


25,416



26,817



23,058Basic earnings per common share:Before cumulative effect of discontinued operations

$
.42


$
1.02


$
1.07Discontinued operations










0.01Basic earnings per common share

$
.42


$
1.02


$
1.08Diluted earnings per common share:Before cumulative effect of discontinued operations

$
.42


$
1.00


$
1.05Discontinued operations










0.01Diluted earnings per common share

$
.42


$
1.00


$
1.06     6.
    Fair
    Value of Financial Instruments    and/or
 F-16




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    
    Level 1  Inputs are quoted prices in active
    markets for identical assets or liabilities that the Company has
    the ability to access at the measurement date. Valuation of
    these instruments does not require a high degree of judgment as
    the valuations are based on quoted prices in active markets that
    are readily and regularly available.
    Level 2  Inputs other than quoted prices in
    active markets that are either directly or indirectly observable
    as of the measurement date, such as quoted prices for similar
    assets or liabilities; quoted prices in markets that are not
    active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities. These financial
    instruments are valued by quoted prices that are less frequent
    than those in active markets or by models that use various
    assumptions that are derived from or supported by data that is
    generally observable in the marketplace. Valuations in this
    category are inherently less reliable than quoted market prices
    due to the degree of subjectivity involved in determining
    appropriate methodologies and the applicable underlying
    assumptions.
    Level 3  Valuations based on inputs that are
    unobservable and not corroborated by market data. The Company
    does not currently have any financial instruments utilizing
    Level 3 inputs. These financial instruments have
    significant inputs that cannot be validated by readily
    determinable data and generally involve considerable judgment by
    management.    U.S.
    government and agency securities
      Canadian
    government obligations
    Corporate
    debt
    Corporate
    equity
   F-17




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Certificates
    of deposit and term deposits
    Money
    market
      Level 1


Level 2


TotalReceivable from broker-dealers and clearing organizationsU.S. government and agency securities

$
17,369


$



$
17,369$
17,369


$



$
17,369Securities ownedCorporate equity

$
2,531


$



$
2,531Corporate debt






24,062



24,062Certificates of deposit and term deposits






82,049



82,049U.S. government and agency securities


63,261







63,261Canadian government obligations






51,428



51,428Money market


206,200







206,200$
271,992


$
157,539


$
429,531Deposits with clearing organizationsU.S. government and agency securities

$
231,962


$



$
231,962Money market


58,354







58,354$
290,316


$



$
290,316Securities sold, not yet purchasedCorporate equity

$
2,922


$



$
2,922Corporate debt






16,217



16,217Certificates of deposit and term deposits






9,658



9,658Canadian government obligations






19,586



19,586$
2,922


$
45,461


$
48,383   7.
    Segregated
    assets  Rule 15c3-3 Rule 15c3-3.
 F-18




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Rule 15c3-3
  8.
    Receivable
    from and payable to broker-dealers and clearing
    organizations    December 31,2008


2007Receivable:Securities failed to deliver

$
75,022


$
499,966Receivable from clearing organizations


243,256



1,019,112$
318,278


$
1,519,078Payable:Securities failed to receive

$
41,108


$
468,421Payable to clearing organizations


303,986



608,891$
345,094


$
1,077,312     9.
    Receivable
    from and payable to customers and correspondents   F-19




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  10.  Securities
    owned and securities sold, not yet purchased
    December 31,2008


2007Securities Owned:Corporate equity and debt

$
26,593


$
74,962Certificates of deposit and term deposits


82,049



9,502U.S. federal and agency securities


63,261



41,153Canadian government obligations


51,428



95,063Money market


206,200



15,000$
429,531


$
235,680Securities Sold, Not Yet Purchased:Corporate equity and debt

$
19,139


$
45,273Certificates of deposit and term deposits


9,658



1,989Canadian government obligations


19,586



34,854$
48,383


$
82,116   11.
    Reverse
    repurchase and repurchase agreements    12.
    Property
    and equipment    December 31,2008


2007Equipment

$
26,604


$
23,868Software


46,372



34,615Furniture


4,837



4,611Leasehold improvements


6,293



6,349Other


1,647



1,30685,753



70,749Less accumulated depreciation and amortization


57,325



43,721Property and equipment, net

$
28,428


$
27,028    F-20




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  13.
    Short-term
    bank loans      14.
    Notes
    payable    December 31,2008


2007Bank credit line up to $75,000, unsecured, with a variable rate
    of interest that approximated 3.5% and 7.6% at December 31,
    2008 and 2007. Payable in full in May, 2009

$
75,000


$
55,000$
75,000


$
55,000       Amount2009

$
75,000$
75,000  F-21




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  15.
    Stockholders
    Equity    Preferred


Common


TreasuryStock


Stock


StockBalance, December 31, 2005


3,596



15,180



Issuances in connection with initial public offering






7,197



Preferred stock converted into common stock


(3,596
)


3,526



Repurchase of treasury stock






(1,076
)


1,076Stock-based compensation






113



Purchases under the employee stock purchase plan






63



Exercise of stock options






75



Balance, December 31, 2006






25,078



1,076Issuance of common stock






1,659



Repurchase of treasury stock






(1,607
)


1,607Stock-based compensation






173



Purchases under the employee stock purchase plan






128



Exercise of stock options






112



Balance, December 31, 2007






25,543



2,683Issuance of common stock






44



Repurchase of treasury stock






(714
)


714Stock-based compensation






188



Purchases under the employee stock purchase plan






110



Exercise of stock options






36



Balance, December 31, 2008






25,207



3,397   Preferred
    Conversion
    Additional
    Paid-In Capital
   F-22




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Accumulated
    Other Comprehensive Income (loss)
      Year Ended December 31,2008


2007


2006Net income

$
10,656


$
26,833


$
24,522Foreign currency translation gain (loss)


(9,989
)


4,805



169Comprehensive income

$
667


$
31,638


$
24,691     Year Ended December 31,2008


2007


2006Canadian DollarsIncome statement

$
0.95


$
0.95


$
0.88Balance sheet


.82



1.01



0.86British PoundsIncome statement

$
1.85


$
2.01


$
1.92Balance sheet


1.44



1.99



1.96     Dividends
    16.
    Financial
    instruments with off-balance sheet risk         F-23




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
          17.
    Related
    party transactions         F-24




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
        18.
    Employee
    benefit plan    19.
    Stock-based
    compensation     F-25




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Stock
    options
      Year Ended December 31,2008


2007


2006Weighted-average grant date fair value

$



$
6.93


$
4.82Weighted average assumptions used:Expected volatility






27.0
%


20.0
%Expected term (in years)






3.90



4.790Risk-free interest rate






4.7
%


5.0
%Expected dividend yield










      F-26




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Weighted


AggregateWeighted


Average


IntrinsicNumber of


Average


Contractual


Value of In-theShares


Exercise Price


Term


Money Options(In whole dollars)


(In years)Outstanding, December 31, 2005


227


$
4.04



6.16



Granted


1,145



17.21







Exercised


(75
)


4.67







Forfeited, cancelled or expired


(17
)


17.00







Outstanding, December 31, 2006


1,280


$
15.44



6.43


$
15,320Granted


160



25.22







Exercised


(112
)


9.54







Forfeited, cancelled or expired


(159
)


17.16







Outstanding, December 31, 2007


1,169


$
17.10



5.79


$
946Granted














Exercised


(35
)


4.72







Forfeited, cancelled or expired


(106
)


18.95







Outstanding, December 31, 2008


1,028


$
17.35



4.78


$
206Options exercisable at December 31, 2008


682


$
16.89



4.77


$
206     Restricted
    Stock Units
    Weighted


WeightedAverage


Average


AggregateNumber of


Grant Date


Contractual


IntrinsicUnits


Fair Value


Term


Value(In whole dollars)


(In years)Outstanding, December 31, 2005


64


$








Granted


640



14.64







Vested and issued


(122
)


13.57







Terminated, cancelled or expired


(23
)


16.07







Outstanding, December 31, 2006


559


$
14.44



3.2


$
15,335Granted


94



27.12







Vested and issued


(170
)


15.51







Terminated, cancelled or expired


(93
)


13.42







Outstanding, December 31, 2007


390


$
17.39



2.6


$
5,596Granted


599



10.07







Vested and issued


(188
)


15.22







Terminated, cancelled or expired


(52
)


17.97







Outstanding, December 31, 2008


749


$
12.06



2.9


$
5,704  F-27




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Employee
    stock purchase plan
      20.
    Commitments
    and contingencies    Capital


OperatingLeases


Leases2009

$
5,714


$
5,0932010


3,755



4,7572011


1,311



4,6132012






3,7832013






3,6692014 and thereafter






10,221$
10,780


$
32,136    F-28




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
        21.
    Income
    taxes    Year Ended December 31,2008


2007


2006Income tax expenseCurrent

$
5,016


$
17,399


$
11,830Deferred


977



(2,274
)


1,625Total

$
5,993


$
15,125


$
13,455Income tax expenseContinuing operations

$
5,993


$
15,125


$
13,299Discontinued operations










156$
5,993


$
15,125


$
13,455     Year Ended December 31,2008


2007


2006Federal statutory income tax rate


35.0
%


35.0
%


35.0
%Lower tax rates applicable to
    non-U.S.
    earnings


(2.4
)


(2.7
)


(0.1
)International trade tax credit


(4.8
)






State and local income taxes


5.2



2.6



3.0Stock-based compensation


3.4



1.0



0.5Other, net


(0.4
)


0.1



1.1Change in valuation allowance due to NOL utilization










(4.1
)36.0
%


36.0
%


35.4
%  F-29




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Deferred
    income taxes consist of the following:
  December 31,2008


2007Current deferred taxes:Bad debt allowance

$
1,559


$
1,033Accrued expenses


662



Prepaid assets


(1,498
)


(976
)Total

$
723


$
57Non-current deferred taxes:Fixed asset basis differences

$
1,241


$
1,324Intangible assets


(183
)


1,714Stock-based compensation


1,078



633Other


(167
)


(59
)Total

$
1,969


$
3,612Total

$
2,692


$
3,669   non-U.S. income
    Balance at January 1, 2007

$
580Additions based on tax positions related to the current year


398Reductions for tax positions of prior years


(152
)Balance at December 31, 2007


826Additions based on tax positions related to the current year


657Reductions for tax positions of prior years


(526
)Balance at December 31, 2008

$
957  F-30




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    22.
    Segment
    information    UnitedDecember 31, 2008

States


Canada


Other


ConsolidatedRevenues

$
291,643


$
71,302


$
20,924


$
383,869Interest, net


61,535



11,365



2,158



75,058Income (loss) before tax


25,993



(9,554
)


210



16,649Net income (loss)


15,532



(4,964
)


88



10,656Segment assets


4,610,951



607,500



320,744



5,539,195Goodwill and intangibles


116,915



538



312



117,765Capital expenditures


14,803



1,130



3,098



19,031Depreciation and amortization


13,265



1,536



1,314



16,115Amortization of intangibles


4,121



11







4,132   UnitedDecember 31, 2007

States


Canada


Other


ConsolidatedRevenues

$
303,999


$
75,279


$
25,524


$
404,802Interest, net


73,688



12,664



2,048



88,400Income before tax


23,238



16,025



2,695



41,958Net income


13,519



11,442



1,872



26,833Segment assets


5,957,182



1,619,398



270,397



7,846,977Goodwill and intangibles


74,216



549



312



75,077Capital expenditures


11,888



1,807



1,789



15,484Depreciation and amortization


10,853



1,388



982



13,223Amortization of intangibles


3,498



56







3,554   UnitedDecember 31, 2006

States


Canada


Other


ConsolidatedRevenue

$
213,724


$
58,591


$
15,303


$
287,618Interest, net


64,680



8,552



1,138



74,370Income (loss) before tax


26,062



12,842



(1,326
)


37,578Income from discontinued operations


243











243Net income (loss)


17,509



8,390



(1,377
)


24,522Segment assets


3,745,876



684,682



213,832



4,644,390Goodwill and intangibles


16,151



605







16,756Capital expenditures


9,844



1,451



1,352



12,647Depreciation and amortization


6,585



1,619



590



8,794Amortization of intangibles


2,527











2,527  F-31




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  23.
    Regulatory
    requirements  (Rule 15c3-1), Rule 15c3-1, (Rule 15c3-3).
      24.
    Guarantees  Guarantors Accounting
    and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others,
    25.
    Vendor
    related asset impairment     F-32




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    26.
    Correspondent
    asset loss  and/or and/or
    27.
    Stock
    repurchase program   F-33




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    28.  Condensed
    Financial Statements of Penson Worldwide, Inc. (parent
    only)
    Penson
    Worldwide, Inc. (parent only)
    Condensed Statements of Financial Condition
  December 31,2008


2007AssetsCash and cash equivalents

$
9


$
12Receivable from affiliates


140,255



133,761Property and equipment, net


5,815



6,992Investment in subsidiaries


194,236



189,020Other assets


6,789



4,778Total assets

$
347,104


$
334,563Liabilities and stockholders equityNotes payable

$
75,000


$
55,000Accounts payable, accrued and other liabilities


7,637



14,135Total liabilities


82,637



69,135Total stockholders equity


264,467



265,428Total liabilities and stockholders equity

$
347,104


$
334,563  F-34




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Penson
    Worldwide, Inc. (parent only)
    Condensed Statements of Income
  Year Ended December 31,2008


2007


2006Revenues

$
5,097


$
4,776


$
2,805ExpensesEmployee compensation and benefits


11,533



440



397Communications and data processing


60







Occupancy and equipment


4,745







Other expenses


6,562



8,132



4,692Interest expense on long-term debt


3,854



2,894



1,64326,754



11,466



6,732Loss before income taxes and equity in earnings of subsidiaries


(21,657
)


(6,690
)


(3,927
)Income tax benefit


(10,669
)


(11,057
)


(8,782
)Income (loss) before equity in earnings of subsidiaries


(10,988
)


4,367



4,855Equity in earnings of subsidiaries


21,644



22,466



19,667Net income

$
10,656


$
26,833


$
24,522  F-35




---



##### Table of Contents



Penson
    Worldwide, Inc.
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Penson
    Worldwide, Inc. (parent only)
    Condensed Statements of Cash Flows
  Year Ended December 31,2008


2007


2006Cash flows from operating activities:Net income

$
10,656


$
26,833


$
24,522Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


4,722



4,112



2,564Deferred income taxes


977



(2,274
)


1,625Stock based compensation


4,523



4,693



3,120Changes in operating assets and liabilities:Net receivable/payable with affiliates


(6,494
)


(29,500
)


(6,194
)Other assets


(2,417
)


(262
)


2,203Accounts payable, accrued and other liabilities


(5,695
)


4,808



1,191Net cash provided by operating activities


6,272



8,410



29,031Cash flows from investing activities:Purchase of property and equipment, net


(3,545
)


(4,277
)


(4,301
)Decrease (increase) in investment in subsidiaries


(5,216
)


(30,369
)


(120,388
)Net cash used in investing activities


(8,761
)


(34,646
)


(124,689
)Cash flows from financing activities:Proceeds from notes payable


20,000



206,000



95,300Repayments of notes payable






(161,000
)


(104,288
)Exercise of stock options


168



1,067



349Excess tax benefit on exercise of stock options


75



823



4Purchase of treasury stock


(7,431
)


(27,468
)


(7,976
)Proceeds from initial public offering










114,152Direct costs of capital raised










(3,074
)Issuance of common stock, net


1,000



2,016



1,008Net cash provided by financing activities


13,812



21,438



95,475Effect of exchange rates on cash


(11,326
)


4,805



169Increase (decrease) in cash and cash equivalents


(3
)


7



(14
)Cash and cash equivalents at beginning of period


12



5



19Cash and cash equivalents at end of period

$
9


$
12


$
5Supplemental cash flow disclosures:Interest payments

$
4,265


$
1,562


$
982Income tax payments

$
11,762


$
9,940


$
6,922  F-36




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Incorporated by Reference

FilingExhibit

Name of Exhibit

Form

File Number

Exhibit

Date2
.1

Stock Purchase Agreement by and among SAI Holdings, Inc.,
    Computer Clearing Services, Inc., and the Selling Stockholders
    dated May 12, 2005, as amended July 8, 2005

S-1

333-127385


2
.1

8/10/052
.2

Asset Purchase Agreement by and among SAI Holdings, Inc.,
    Computer Clearing Services, Inc., and the Computer Clearing
    Services, Inc. Stockholders dated January 31, 2006

S-1/A

333-127385


2
.2

3/21/062
.3

Asset Purchase Agreement by and between SAI Holdings, Inc. and
    Schonfeld Securities, LLC, dated as of November 20, 2006

8-K

001-32878


2
.1

11/21/062
.4

Purchase Agreement by and among Goldenberg Hehmeyer & Co.
    and Goldenberg LLC, Hehmeyer LLC, GHCO Partners LLC, GH Traders
    LLC, each of the Principals listed on the signature pages
    thereto and SAI Holdings, Inc., GHP1, Inc., GHP2, LLC and
    Christopher Hehmeyer in his capacity as Sellers
    Representative

8-K

001-32878


2
.1

11/7/062
.5

Letter Agreement, dated as of October 8, 2007, by and among SAI
    Holdings, Inc., Penson Financial Services, Inc., Schonfeld Group
    Holdings LLC, Schonfeld Securities, LLC, Opus Trading Fund LLC
    and Quantitative Trading Strategies LLC

8-K

001-32878


2
.1

10/12/073
.1

Form of Amended and Restated Certificate of Incorporation of
    Penson Worldwide, Inc.

S-1/A

333-127385


3
.1

5/1/063
.2

Form of Amended and Restated Bylaws of Penson Worldwide, Inc.

S-1/A

333-127385


3
.2

4/24/064
.1

Specimen certificate for shares of Common Stock

S-1

333-127385


4
.1

4/24/064
.2+

Amended and Restated Registration Rights Agreement between Roger
    J. Engemoen, Jr., Philip A. Pendergraft and Daniel P. Son and
    Penson Worldwide, Inc. dated November 30, 2000

S-1

333-127385


4
.2

8/10/054
.3

Amended and Restated Investors Rights Agreement between
    TCV V, L.P., TCV Member Fund, L.P., Penson Worldwide, Inc.,
    and the Company Subsidiaries dated December 31, 2005

S-1/A

333-127385


4
.3

10/19/0510
.1+

Penson Worldwide, Inc. Amended and Restated 2000 Stock Incentive
    Plan

S-1/A

333-127385


10
.1

4/24/0610
.2+

Penson Worldwide, Inc. 2005 Employee Stock Purchase Plan

S-1/A

333-127385


10
.2

4/24/0610
.3

1700 Pacific Avenue Office Lease by and between F/P/D Master
    Lease, Inc. and Penson Financial Services, Inc. (f/k/a Service
    Asset Management Company) dated May 20, 1998 as amended July 16,
    1998, February 17, 1999, September 20, 1999, November 30, 1999,
    May 25, 2000 and January 9, 2001

S-1

333-127385


10
.3

8/10/0510
.4

Lease of Premises between Downing Street Holdings (330 Bay St),
    Inc. and Penson Financial Services Canada Inc. (one of our
    subsidiaries) dated September 17, 2002

S-1

333-127385


10
.4

8/10/0510
.5

Offer to Lease between Penson Financial Services Canada Inc. and
    360 St-Jacques Nova Scotia Company dated October 14, 2003

S-1

333-127385


10
.5

8/10/05




---



##### Table of Contents



Incorporated by Reference

FilingExhibit

Name of Exhibit

Form

File Number

Exhibit

Date10
.6

Lease agreement between Derwent Valley London Limited, Derwent
    Valley Central Limited, Penson Financial Services Limited, and
    Penson Worldwide, Inc. effective August 11, 2005

S-1

333-127385


10
.6

8/10/0510
.7

Amended and Restated Loan Agreement by and between SAI Holdings,
    Inc. (f/k/a Service Asset Investments, Inc.) and Guaranty Bank
    (f/k/a Guaranty Federal Bank, F.S.B.), dated April 30, 2001, as
    amended March 24, 2005 and May 6, 2005

S-1

333-127385


10
.7

8/10/0510
.8

Fifth Amended and Restated Stock Pledge Agreement by and between
    SAI Holdings, Inc. (f/k/a Service Asset Investments, Inc.) and
    Guaranty Bank (f/k/a Service Asset Investments, Inc.), dated
    October 4, 2004, as reaffirmed by the Reaffirmation of Stock
    Pledge Agreements dated March 24, 2005

S-1

333-127385


10
.8

8/10/0510
.9+

Fifth Amended and Restated Guaranty Agreements in connection
    with the Amended and Restated Loan Agreement by and between SAI
    Holdings, Inc. (f/k/a Service Asset Investments, Inc.) and
    Guaranty Bank (f/k/a Service Asset Investments, Inc.), by Daniel
    P. Son, Philip A. Pendergraft, William D. Gross, and Roger J.
    Engemoen, Jr. as Guarantors, all dated December 31, 2002, as
    reaffirmed by the Eleventh Amendment to the Amended and Restated
    Loan Agreement dated March 24, 2005

S-1

333-127385


10
.9

8/10/0510
.10

Credit Agreement, dated as of May 26, 2006 among Penson
    Worldwide, Inc., Guaranty Bank, as Administrative Agent, Swing
    Line Lender, Arranger and Line of Credit Issuer, Wachovia Bank,
    National Association, as Documentation Agent, and the other
    lenders party thereto

10-Q

001-32878


10
.1

8/11/0610
.11

Remote Processing Agreement between Penson Worldwide, Inc. and
    SunGard Data Systems Inc. dated July 10, 1995, as amended
    September 13, 1996 and August 1, 2002

S-1/A

333-127385


10
.11

8/10/0510
.12

Form of SAMCO Reorganization Agreement by and between Penson
    Worldwide, Inc., SAI Holdings, Inc. and Penson Financial
    Services, Inc. and SAMCO Capital Markets, Inc. and SAMCO
    Holdings, Inc.

S-1/A

333-127385


10
.12

5/1/0610
.13

Form of Transition Services Agreement by and between SAMCO
    Holdings, Inc. and Penson Worldwide, Inc.

S-1/A

333-127385


10
.13

5/1/0610
.14+

Employment Letter Agreement between the Company and David Henkel
    dated January 16, 2002

S-1

333-127385


10
.14

8/10/0510
.15+

Employment Letter Agreement between the Company and Andrew
    Koslow dated August 26, 2002

S-1

333-127385


10
.15

8/10/0510
.16+

Form of Indemnification Agreement entered into between Penson
    Worldwide, Inc. and its officers and directors

S-1

333-127385


10
.16

8/10/0510
.17

Thirteenth Amendment to Amended and Restated Loan Agreement by
    and between SAI Holdings, Inc. (f/k/a Service Asset Investments,
    Inc.) and Guaranty Bank (f/k/a Guaranty Federal Bank, F.S.B.),
    dated September 19, 2005

S-1/A

333-127385


10
.17

9/23/0510
.18

Fourteenth Amendment to Amended and Restated Loan Agreement by
    and between SAI Holdings, Inc. (f/k/a Service Asset Investments,
    Inc.) and Guaranty Bank (f/k/a Guaranty Federal Bank, F.S.B.),
    dated December 31, 2005

S-1/A

333-127385


10
.18

10/19/05




---



##### Table of Contents



Incorporated by Reference

FilingExhibit

Name of Exhibit

Form

File Number

Exhibit

Date10
.19

Fifteenth Amendment to Amended and Restated Loan Agreement and
    Waiver by and between SAI Holdings, Inc. (f/k/a Service Asset
    Investments, Inc.) and Guaranty Bank, dated December 28, 2005

S-1/A

333-127385


10
.19

3/21/0610
.20

Promissory Note by and between the Company and JPMorgan Chase
    Bank, N.A. dated December 30, 2005

S-1/A

333-127385


10
.20

3/21/0610
.21

Registration Rights Agreement by and between Penson Worldwide,
    Inc. and Schonfeld Securities, LLC, dated as of November 20, 2006

8-K

001-32878


10
.1

3/21/0610
.22

Stockholders Agreement effective as of November 20, 2006
    between Penson Worldwide, Inc. and Schonfeld Securities, LLC

8-K

001-32878


10
.2

11/21/0610
.23

Guaranty Agreement made as of November 20, 2006 by Schonfeld
    Group Holdings LLC in favor of SAI Holdings, Inc. and Penson
    Financial Services, Inc.

8-K

001-32878


10
.3

11/21/0610
.24

Unconditional Guaranty Agreement made as of November 20,
    2006 by Schonfeld Group Holdings LLC, Schonfeld Securities LLC
    and Steven B. Schonfeld in favor of Penson Financial Services,
    Inc.

8-K

001-32878


10
.4

11/21/0610
.25

Termination/Compensation Payment Agreement, dated as of November
    20, 2006, by and among Opus Trading Fund LLC, Quantitative
    Trading Solutions, LLC and Penson Financial Services, Inc.

8-K

001-32878


10
.5

11/21/0610
.26+

Employment Letter Agreement between the Company and Kevin W.
    McAleer dated February 15, 2006

S-1/A

333-127385


10
.22

3/21/0610
.27+

Executive Employment Agreement between the Company and Philip A.
    Pendergraft dated April 21, 2006

S-1/A

333-127385


10
.23

5/1/0610
.28+

Executive Employment Agreement between the Company and Daniel P.
    Son dated April 21, 2006

S-1/A

333-127385


10
.24

5/1/0610
.29

Eighth Amendment to 1700 Pacific Avenue Office Lease by and
    between Berkeley First City, Ltd. and Penson Worldwide, Inc.
    dated April 12, 2006

S-1/A

333-127385


10
.25

5/9/0610
.30

Sixteenth Amendment to Amended and Restated Agreement by and
    between SAI Holdings, Inc. (f/k/a Service Asset Investments,
    Inc.) and Guaranty Bank (f/k/a Guaranty Federal Bank, F.S.B.),
    dated April 21, 2006

S-1/A

333-127385


10
.27

5/1/0610
.31

Guaranty Bank Consent, dated May 8, 2006, to SAMCO
    Reorganization Agreement by and between Penson Worldwide, Inc.,
    SAI Holdings, Inc. and Penson Financial Services, Inc. and SAMCO
    Capital Markets, Inc. and SAMCO Holdings, Inc.

S-1/A

333-127385


10
.27

5/9/0610
.32

Amendment to Remote Processing Agreement between Penson
    Worldwide, Inc. and SunGard Data Systems Inc. dated July 10,
    1995, as amended September 13, 1996 and August 1, 2002

8-K

001-32878


10
.10

7/31/0610
.33

First Amendment to Credit Agreement, dated the 29th day of
    September, 2006, to be effective as of May 26, 2006, by and
    among the Company, Guaranty Bank, as Administrative Agent, Swing
    Line Lender, Arranger and Letter of Credit Issuer, Wachovia
    Bank, National Association, as Documentation Agent and the other
    lenders party thereto

8-K

001-32878


10
.1

10/3/06




---



##### Table of Contents



Incorporated by Reference

FilingExhibit

Name of Exhibit

Form

File Number

Exhibit

Date10
.34

Second Amendment to Credit Agreement, dated the 16th day of
    February, 2007, to be effective as of May 26, 2006, by and among
    the Company, Guaranty Bank, as Administrative Agent, Swing Line
    Lender, Arranger and Letter of Credit Issuer, Wachovia Bank,
    National Association, as Documentation Agent and the other
    lenders party thereto

8-K

001-32878


10
.1

2/16/0710
.35

Letter Agreement dated February 16th, 2007, amending that
    certain Purchase Agreement dated as of November 6, 2006 among
    Goldenberg Hehmeyer & Co., Goldenberg LLC, Hehmeyer LLC, GH
    Trading LLC, GHCO Partners LLC, Christopher Hehmeyer, Ralph
    Goldenberg, SAI Holdings, Inc., GH1 Inc. and GH2 LLC and
    Christopher Hehmeyer in his capacity as Sellers
    Representative

8-K

001-32878


10
.2

2/16/0710
.36

Third Amendment to Credit Agreement, dated the 5th day of
    April, 2007, by and among the Company, Guaranty Bank, as
    Administrative Agent, Swing Line Lender, Arranger and Letter of
    Credit Issuer, Wachovia Bank, National Association, as
    Documentation Agent and the other lenders party thereto

10-Q

001-32878


10
.1

5/11/0710
.37

Fourth Amendment to Credit Agreement, dated the 31st day of
    July, 2007, by and among the Company, Guaranty Bank, as
    Administrative Agent, Swing Line Lender, Arranger and Letter of
    Credit Issuer, Wachovia Bank, National Association, as
    Documentation Agent and the other lenders party thereto

10-Q

001-32878


10
.1

8/14/0710
.38

Fifth Amendment to Credit Agreement, dated the 19th day of
    September, 2007, by and among the Company, Guaranty Bank, as
    Administrative Agent, Swing Line Lender, Arranger and Letter of
    Credit Issuer, Wachovia Bank, National Association, as
    Documentation Agent and the other lenders party thereto

10-Q

001-32878


10
.1

11/13/0710
.39

Schedule E, dated July 23, 2007, to the Remote Processing
    Agreement between Penson Worldwide, Inc. and SunGard Data
    Systems Inc. dated July 10, 1995, as amended September 13, 1996
    and August 1, 2002

10-Q

001-32878


10
.2

11/13/0710
.40

Sixth Amendment to Credit Agreement, dated the 5th day of
    December, 2007, by and among the Company, Guaranty Bank, as
    Administrative Agent, Swing Line Lender, Arranger and Letter of
    Credit Issuer, Wachovia Bank, National Association, as
    Documentation Agent and the other lenders party thereto

10-K

001-32878


10
.40

3/14/0810
.41+

2008 Restricted Stock Bonus Incentive Plan

8-K

001-32878


10
.1

6/25/0810
.42

Seventh Amendment to Credit Agreement, dated the 21st day of
    July, 2008, by and among the Company, Guaranty Bank, as
    Administrative Agent, Swing Line Lender, Arranger and Letter of
    Credit Issuer, Wachovia Bank, National Association, as
    Documentation Agent and the other lenders party thereto

8-K

001-32878


10
.1

7/25/0810
.43*

Settlement Agreement  dated November 5, 2008, by and among
    SAMCO Holdings, Inc., SAMCO Financial Services, Inc. and SAMCO
    Capital Markets, Inc., on the one hand, and Penson Worldwide,
    Inc. and Penson Financial Services, Inc., on the other hand




---



##### Table of Contents



Incorporated by Reference

FilingExhibit

Name of Exhibit

Form

File Number

Exhibit

Date10
.44+*

Amended and Restated Executive Employment Agreement between the
    Company and Daniel P. Son, dated December 31, 200810
.45+*

Amended and Restated Executive Employment Agreement between the
    Company and Philip A. Pendergraft, dated December 31, 200810
.46+*

Amendment to Compensation Letter between the Company and Andrew
    B. Koslow, dated December 31, 200810
.47+*

Amendment to Compensation Letter between the Company and Kevin
    W. McAleer, dated December 31, 200811
.1

Statement regarding computation of per share earnings

S-1/A

333-127385


11
.1

5/1/0621
.1*

List of Subsidiaries23
.1*

Consent of BDO Seidman, LLP31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)32
.1*

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    herewith)     *
    
    Filed herewith.+
    
    Management contracts or compensation plans or arrangements in
    which directors or executive officers are eligible to
    participate.
    
    Confidential treatment has been requested for certain
    information contained in this document. Such information has
    been omitted and filed separately with the Securities and
    Exchange Commission.