##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-33280
 HFF, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

51-0610340(State of
    incorporation)

(I.R.S. Employer
    Identification No.)One Oxford Centre
    301 Grant Street, Suite 600Pittsburgh, Pennsylvania 15219(Address of principal
    executive offices,
    including zip code)

(412) 281-8714(Registrants telephone
    number,
    including zip code)   Securities
    registered pursuant to Section 12 (b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredClass A Common Stock, par value $.01 per share


New York Stock Exchange   Securities
    registered pursuant to Section 12 (g) of the Act:
    NONE
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller reporting company)
  Rule 12b-2).  Yes o þ
    Rule 12b-2
  DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


1Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 3.


Legal Proceedings


23Item 4.


(Removed and Reserved)


23PART IIItem 5.


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


24Item 6.


Selected Financial Data


26Item 7.


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


27Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


43Item 8.


Financial Statements and Supplementary Data


44Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


78Item 9A.


Controls and Procedures


78Item 9B.


Other Information


78PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


78Item 11.


Executive Compensation


79Item 12.


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


79Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


79Item 14.


Principal Accountant Fees and Services


79PART IVItem 15.


Exhibits and Financial Statement Schedules


79SIGNATURES


80EXHIBIT INDEX


81EX-23.1EX-31.1EX-31.2EX-32.1   i




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FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K. Form 10-K.
  SPECIAL
    NOTE REGARDING THE REGISTRANT
  Form 10-K, Form 10-K). Form 10-K, Form 10-K Form 10-K
  Form 10-K Form 10-K
 ii




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PART I  Item 1.
    Business  Overview
      
    Debt placement;
    Investment sales;
    Structured finance;
    Private equity, investment banking and advisory services;
    Loan sales; and
    Commercial loan servicing.  transaction-by-transaction
      and/or
 1




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Form 10-K.
  (412) 281-8714.
  Reportable
    Segments
    Our
    Competitive Strengths
    People,
    Expertise and Culture
      Integrated
    Capital Markets Services Platform
    Independent
    Objective Advice
   2




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Extensive
    Cross-Selling Opportunities
    Broad
    and Deep Network of Relationships
    Proprietary
    Transaction Database
    Our
    Strategic Growth Plan
    Increase
    Market Share Across Each of our Capital Markets
    Services
   3




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
    Debt Placement.  In 2010, our transaction
    volume in debt placements was approximately $10.7 billion,
    an increase of 88.5% from approximately $5.7 billion in
    2009. According to surveys conducted by the Mortgage Bankers
    Association, debt issuances in 2010 and 2009 were approximately
    $111 billion and $82 billion, respectively.
    Investment Sales.  In 2010, we completed
    investment sales of approximately $7.6 billion, an increase
    of approximately 211.9% from the approximately $2.4 billion
    completed in 2009. According to Real Capital Analytics,
    commercial real estate sales volume for office, industrial,
    multifamily, retail and hotel properties in the U.S. in
    2010 and 2009 were $120 billion and $55 billion,
    respectively.
    Structured Finance and Advisory Services.  In
    2010, we completed approximately $309 million of structured
    finance and advisory services transactions (which include
    amounts that we internally allocate to the structured finance
    reporting category, even though the transaction may have been
    funded through a single mortgage note) for our clients,
    representing an increase of 84.3% over the $168 million
    completed in 2009.
    Private Equity and Investment Banking
    Services.  Our broker-dealer subsidiary, HFF
    Securities, undertakes both discretionary and non-discretionary
    private equity raises, select property specific joint ventures
    and select investment banking activities for our clients. At
    December 31, 2010 and 2009, we had $1.8 billion and
    $1.6 billion of active private equity discretionary fund
    transactions on which HFF Securities was engaged and may
    recognize additional future revenue.
    Loan Sales.  We have consummated
    $887 million and $241 million in loan sales
    transactions in 2010 and 2009, respectively, an increase of
    268%. We see growth in this market due to the desire of lenders
    seeking to diversify concentration risk (geographic, borrower or
    product type), manage potential problems in their loan
    portfolios or sell loans rejected from Commercial Mortgage
    Backed Securities (CMBS) securitization pools.
    Loan servicing.  The principal balance of
    HFFs loan servicing portfolio decreased less than 1% from
    approximately $25.3 billion at December 31, 2009 to
    approximately $25.1 billion at December 31, 2010. We
    have approximately 30 correspondent lender relationships with
    life insurers.  Continue
    to Capitalize on Cross-Selling Opportunities
      Expand
    Our Geographic Footprint
   4




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Align
    our Leadership and Compensation Structures with Our Long-term
    Growth
    43-person day-to-day and/or and/or and/or
    
    additional salaries for certain key leadership roles;
    amendments to the existing Holliday Fenoglio Fowler, L.P. Profit
    Participation Bonus Plan and the HFF Securities L.P. Profit
    Participation Bonus Plan, which were adopted in connection with
    the Companys initial public offering. Under these existing
    plans, with respect to each applicable office or line of
    business and for each calendar year, if a 14.5% or greater
    profit margin is generated by such office or line of business,
    an amount equal to 15% of the adjusted operating income (as
    defined under such plan) generated by such office 5




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or business line funds a cash bonus pool payable to selected
    employees of HFF LP or HFF Securities, as the case may be. The
    amendments to the plans provided that our board of directors, or
    any appropriate committee thereof, may elect to pay up to
    one-third of the profit participation bonuses payable under the
    plans in the form of equity-based awards;  
    the adoption of a new HFF, Inc. Firm Profit Participation Bonus
    Plan. Under the HFF, Inc. Firm Profit Participation Bonus Plan,
    for each calendar year, if we achieve a 17.5% or greater
    adjusted operating income margin (as defined under such plan), a
    bonus pool will be funded by a percentage, ranging from 15% to
    25%, of our adjusted operating income (as defined under such
    plan) beyond predefined adjusted operating income margin
    thresholds. Our board of directors, or an appropriate committee
    thereof, may elect to pay up to two-thirds of the profit
    participation bonuses payable under this plan in the form of
    equity-based awards;
    the grant of cash and restricted stock bonuses to certain
    members of management and other employees of the Company and the
    Operating Partnerships in consideration of their past
    performance, a portion of which immediately vested with the
    remainder vesting in March 2012 and March 2013. Eleven of the
    award recipients declined to accept the offered awards and
    recommended to the Compensation Committee that the amount of the
    declined awards be reallocated for awards to members of
    management identified as potential future leaders of the
    Company; and
    the grant of equity awards to certain members of management
    identified as potential future leaders of the Company. These
    equity awards vest in full in March 2014, subject to the award
    recipient remaining employed by the Company and meeting certain
    thresholds of ownership of our Class A common stock.  Our
    Services
  Debt
    Placement Services
      Investment
    Sales Services
    Structured
    Finance Services
  and/or
 6




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and/or and/or
  Private
    Equity, Investment Banking and Advisory Services
    
    Joint Ventures.  Equity capital for our
    commercial real estate clients to establish joint ventures
    relating to either identified properties or properties to be
    acquired by a fund sponsor. These joint ventures typically
    involve the acquisition, development, recapitalization or
    restructuring of multi-asset commercial real estate portfolios,
    and include a variety of property types and geographic areas.
    Private Placements.  Private placements of
    common, perpetual preferred and convertible preferred
    securities. Issuances can involve primary or secondary shares
    that may be publicly registered, listed and traded.
    Advisory Services.  Entity-level advisory
    services for various types of transactions including mergers and
    acquisitions, sales and divestitures, management buyouts, and
    recapitalizations and restructurings.
    Marketing and Fund-Raising.  Institutional
    marketing and fund-raising for public and private commercial
    real estate companies, with a focus on opportunity and
    value-added commercial real estate funds. In this capacity, we
    undertake private equity raises, both discretionary and
    non-discretionary, and offer advisory services.  Loan
    Sales
  and/or
  Commercial
    Loan Servicing
  sub-servicing) and/or
  and/or
  Competition
   7




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Regulation
    Rule 15c3-1,
    Seasonality
   8




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Employees
    History
        Available
    Information
  Form 10-K. Form 10-K, Form 10-Q, Form 8-K,
  
    our Code of Conduct and Ethics;
    the charter of the Nominating and Corporate Governing Committee
    of our Board of Directors;
    the charter of the Compensation Committee of our Board of
    Directors;
    the charter of the Audit Committee of our Board of
    Directors; and
    our Corporate Governance Guidelines.  Item 1A.
    Risk
    Factors  Form 10-K,
  Risks
    Related to Our Business
  General
    economic conditions and commercial real estate market
    conditions, both globally and domestically, have had and may in
    the future have a negative impact on our business.
   9




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and/or and/or
    
    Slowdowns in economic activity could cause tenant demand for
    space to decline, which would adversely affect the operation and
    income of commercial real estate properties and thereby affect
    investor demand and the supply of capital for debt and equity
    investments in commercial real estate.
    Declines in the regional or local demand for commercial real
    estate, or significant disruptions in other segments of the real
    estate market, could adversely affect our results of operations.
    During 2010, approximately 20.1%, 9.1%, 7.0%, 5.5%, 5.0% and
    10.8% of our capital markets services revenues was derived from
    transactions involving commercial real estate located in Texas,
    Florida, California, Illinois, Massachusetts and the region
    consisting of the District of Columbia, Maryland and Virginia,
    respectively. As a result, a significant portion of our business
    is dependent on the economic conditions in general and in
    certain markets for commercial real estate such as in these
    areas, which, like other commercial real estate markets, have
    experienced price volatility or economic downturns in the past.
    Global and domestic credit and liquidity issues, significant
    fluctuations in interest rates as well as steady and protracted
    increases or decreases of interest rates could adversely affect
    the operation and income of commercial real estate properties as
    well as the demand from investors for commercial real estate
    investments. Any of these events could adversely affect investor
    demand and the supply of capital for debt and equity investments
    in commercial real estate. In particular, the lack of debt
    and/or
    equity for commercial real estate transactions, the resulting
    global re-pricing of debt and equity risk
    and/or
    increased interest rates may reduce the number of acquisitions,
    dispositions and loan originations, as well as the respective
    transaction volumes. These factors and events could also cause
    prices to decrease due to the reduced amount of financing
    available as well as the increased cost of obtaining financing,
    and could lead to a decrease in purchase and sale activity.
    Significant disruptions or changes in capital market flows, as
    well as credit and liquidity issues in the global and domestic
    capital markets, regardless of their duration, could adversely
    affect the supply of and demand for capital from investors for
    commercial real estate investments. For example, the
    well-publicized disruptions and dislocations in the global
    credit markets created significant restrictions in the
    availability of credit, especially on transitional assets and in
    the secondary and tertiary markets. In turn, the volume and pace
    of commercial real estate transactions have been significantly
    reduced during 2008, 2009 and 2010 as compared to prior periods
    from 2002 through 2007 and commercial real estate prices have
    declined in many countries, including the U.S. Changes in
    the perception that commercial real estate is an accepted asset
    class for portfolio diversification could also result in a
    significant reduction in the amount of debt and equity capital
    available in the commercial real estate sector. 10




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Our
    business has been and may continue to be adversely affected by
    recent restrictions in the availability of debt and/or equity
    capital as well as the lack of adequate credit and the risk of
    deterioration of the debt and/or credit markets and commercial
    real estate markets.
  and/or and/or
  and/or and/or
  If we
    are unable to retain and attract qualified and experienced
    transaction professionals and associates, our growth may be
    limited and our business and operating results could
    suffer.
   11




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expense-to-operating
      Negative
    developments in the business of certain of our clients could
    adversely affect our results of operation and financial
    condition.
    Additional
    indebtedness or an inability to obtain indebtedness may make us
    more vulnerable to economic downturns and limit our ability to
    withstand competitive pressures.
   12




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
    a substantial portion of our cash flow from operations may be
    dedicated to debt service and may not be available for other
    purposes;
    our cash flow from operations may be insufficient to fund our
    business operations and our inability to obtain financing will
    make it more difficult to fund our operations;
    making it more difficult for us to satisfy our obligations;
    limiting our flexibility in planning for, or reacting to,
    changes in our business and the industry in which we operate;
    obtaining financing in the future for our warehouse lending
    activities related to our Freddie Mac Program Plus Seller
    Servicer business, working capital, capital expenditures and
    general corporate purposes, including acquisitions, and may
    impede our ability to process our capital markets platform
    services as well as to secure favorable lease terms;
    making it more difficult to continue to fund our strategic
    growth initiatives and retain and attract key
    individuals; and
    placing us at a competitive disadvantage compared to our
    competitors with less debt and greater financial resources.  and/or
  The
    recent global credit and financial crisis could affect the
    ability or willingness of the financial institutions with whom
    we currently do business to provide funding under our current
    financing arrangements.
    transaction-by-transaction
 13




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Our
    business could be hurt if we are unable to retain our business
    philosophy and partnership culture and efforts to retain our
    philosophy and culture could adversely affect our ability to
    maintain and grow our business.
      We
    have numerous significant competitors and potential future
    competitors, some of which may have greater resources than we
    do, and we may not be able to continue to compete
    effectively.
   14




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compensation-to-operating
  In the
    event that we experience significant growth in the future, such
    growth may be difficult to sustain and may place significant
    demands on our administrative, operational and financial
    resources.
        If we
    acquire companies or significant groups of personnel in the
    future, we may experience high transaction and integration
    costs, the integration process may be disruptive to our business
    and the acquired businesses and/or personnel may not perform as
    we expect.
  and/or
   15




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A
    failure to appropriately deal with actual or perceived conflicts
    of interest could adversely affect our businesses.
    A
    majority of our revenue is derived from capital markets services
    transaction fees, which are not
    long-term
    contracted sources of revenue, are subject to external economic
    conditions and intense competition, and declines in those
    engagements could have a material adverse effect on our
    financial condition and results of operations.
  transaction-by-transaction
  Significant
    fluctuations in our revenues and net income may make it
    difficult for us to achieve steady earnings growth on a
    quarterly or an annual basis, which may make the comparison
    between periods difficult and may cause the price of our
    Class A common stock to decline.
      Our
    results of operation vary significantly among quarters during
    each calendar year, which makes comparisons of our quarterly
    results difficult.
   16




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Our
    existing goodwill and other intangible assets could become
    impaired, which may require us to take significant non-cash
    charges.
    Form 10-K.
  Our
    existing deferred tax assets may not be realizable, which may
    require us to take significant non-cash charges.
    and/or
  step-up step-up
 17




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Employee
    misconduct, which is difficult to detect and deter, could harm
    us by impairing our ability to attract and retain clients and
    subjecting us to significant legal liability and reputational
    harm.
    Compliance
    failures and changes in regulation could result in an increase
    in our compliance costs or subject us to sanctions or
    litigation.
      We
    could be adversely affected if the Terrorism Risk Insurance Act
    of 2002 is not renewed beyond 2014, or is adversely amended, or
    if insurance for other natural or manmade disasters is
    interrupted or constrained.
   18




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Risks
    Related to Our Organizational Structure
  Our
    only material asset is our units in the Operating Partnerships,
    and we are accordingly dependent upon distributions from the
    Operating Partnerships to pay our expenses, taxes and dividends
    (if and when declared by our board of directors).
    We
    will be required to pay HFF Holdings for most of the benefits
    relating to any additional tax depreciation or amortization
    deductions we may claim as a result of the tax basis
    step-up we
    receive, subsequent sales of our common stock and related
    transactions with HFF Holdings.
   19




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If
    HFF, Inc. was deemed an investment company under the
    Investment Company Act of 1940 as a result of its ownership of
    the Operating Partnerships, applicable restrictions could make
    it impractical for us to continue our business as contemplated
    and could have a material adverse effect on our
    business.
     20




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Risks
    Related to Our Class A Common Stock
  Ownership
    by certain of our transaction professionals, directly or through
    HFF Holdings, of substantial voting power in HFF, Inc. may give
    rise to conflicts of interests and may prevent new investors
    from influencing significant corporate decisions.
        If we
    fail to maintain an effective system of internal controls, we
    may not be able to accurately report financial results or
    prevent fraud.
      If
    securities analysts do not publish research or reports about our
    business or if they downgrade our company or our sector, the
    price of our Class A common stock could
    decline.
   21




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Our
    share price may decline due to the large number of shares
    eligible for future sale and for exchange.
        The
    market price of our Class A common stock may continue to be
    volatile, which could cause the value of your investment to
    decline or subject us to litigation.
     22




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Anti-takeover
    provisions in our charter documents and Delaware law could delay
    or prevent a change in control.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) 23




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
      2010High


Low1st Quarter

$
7.95


$
5.902nd Quarter


9.95



7.043rd Quarter


9.34



6.784th Quarter


10.16



8.85   2009High


Low1st Quarter

$
2.80


$
1.052nd Quarter


4.56



1.923rd Quarter


6.99



3.494th Quarter


6.80



5.44   Form 10-K.
  Holders
    Dividends
     24




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Performance
    Graph
      COMPARISON
    OF 47-MONTH
    CUMULATIVE TOTAL RETURN
    Among HFF, Inc., The S&P 500 Index, and a Peer
    Group
  
  1/31/07


3/31/07


6/30/07


9/30/07


12/31/07


3/31/08


6/30/08


9/30/08


12/31/08


3/31/09


6/30/09


9/30/09


12/31/09l
    HFF, Inc.


100.00



80.21



82.94



63.48



41.39



26.79



30.43



21.44



13.10



10.70



20.86



36.42



33.42n
    S&P 500 Index


100.00



98.79



104.53



106.15



102.09



91.97



89.00



80.98



62.80



55.48



63.92



73.50



77.535 Peer
    Group


100.00



95.33



103.00



86.33



63.04



66.15



54.86



38.96



19.36



16.80



28.59



38.97



47.88   3/31/10


6/30/10


9/30/10


12/31/10l
    HFF, Inc.


39.73



37.81



49.63



51.66n
    S&P 500 Index


81.31



71.66



79.35



87.445 Peer
    Group


57.08



50.57



66.99



68.80   Recent
    Sales of Unregistered Securities
   25




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Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K Form 10-K.
  For the Year Ended December 31,2010


2009


2008


2007


2006Statement of Income Data:Total revenue

$
139,972


$
77,476


$
131,687


$
255,666


$
229,697Operating expenses


124,607



81,390



130,401



207,686



175,410Operating income (loss)


15,365



(3,914
)


1,286



47,980



54,287Interest and other income, net


9,487



6,431



4,928



6,469



1,139Interest expense


(64
)


(419
)


(20
)


(407
)


(3,541
)Decrease in payable under the tax receivable agreement


813



1,889



3,862







Income before income taxes


25,601



3,987



10,056



54,042



51,885Income taxes(a)


8,612



2,208



5,043



9,874



332Net income


16,989



1,779



5,013



44,168



51,553Net income attributable to noncontrolling interest


6,098



2,531



4,784



29,748



Net income (loss) attributable to controlling interest

$
10,891


$
(752
)

$
229


$
14,420


$
51,553Less net income earned prior to IPO and reorganization














(1,893
)


(51,553
)Income (loss) available to common stockholders

$
10,891


$
(752
)

$
229


$
12,527


$
Diluted earnings per common share

$
0.40


$
(0.05
)

$
0.01.


$
0.84



Balance Sheet Data:Total assets

$
333,150


$
223,644


$
202,498


$
240,476


$
154,302Long term debt, excluding current portion

$
138


$
123


$
60


$
111


$
91Total liabilities

$
243,467


$
156,639


$
136,872


$
180,648


$
198,620     (a)
    
    Prior to the Reorganization Transactions in January 2007, we
    operated as two limited liability companies (HFF Holdings and
    Holdings Sub), a corporation (Holliday GP) and two limited
    partnerships (HFF LP and HFF Securities), which two partnerships
    we refer to as the Operating Partnerships. As a result, our
    income was subject to limited U.S. federal income taxes and our
    income and expenses were passed through and reported on the
    individual tax returns of the members of HFF Holdings. Income
    taxes shown on the Companys consolidated statements of
    income reflect federal income taxes of the corporation and
    business and corporate income 26




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taxes in various jurisdictions. Following the initial public
    offering, the Company became subject to additional entity-level
    taxes that are reflected in our consolidated financial
    statements. See Managements Discussion and Analysis
    of Financial Condition and Results of Operation  Key
    Financial Measures and Indicators  Costs and
    Expenses  Income Tax Expense.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Overview
  Our
    Business
    transaction-by-transaction
    
    Economic and commercial real estate market
    downturns.  Our business is dependent on
    international and domestic economic conditions and the demand
    for commercial real estate and related services in the markets
    in which we operate. A slow down, a significant downturn
    and/or a
    recession in either the global economy
    and/or the
    domestic economy, including even a regional economic downturn,
    could adversely affect our business. A general decline in
    acquisition and disposition activity can lead to a reduction in
    fees and commissions for arranging such transactions, as well as
    in fees and commissions for arranging financing for acquirers
    and property owners that are seeking to recapitalize their
    existing properties. Likewise, a general decline in commercial
    real estate investment activity can lead to a reduction in fees
    and commissions for arranging acquisitions, dispositions and
    financings for acquisitions as well as for recapitalizations for
    existing property owners. Such a general decline can also lead
    to a significant reduction in our loan servicing activities, due
    to increased delinquencies and defaults and lack of additional
    loans that we would have otherwise added to our loan servicing
    portfolio.
    Global and domestic credit and liquidity
    issues.  Global and domestic credit and liquidity
    issues has recently led to an economic downturn, including a
    commercial real estate market downturn. This downturn in turn
    led to a decrease in transaction activity and lower values. The
    recent situation in the global credit markets, whereby many
    world governments (including the U.S., where the Company
    transacts virtually all of its business) have had to take
    unprecedented and uncharted steps to either support the
    financial institutions in their respective countries from
    collapse or have taken direct ownership of same, is
    unprecedented in the Companys history. Restrictions on the
    availability of capital, both debt
    and/or
    equity, created significant reductions and could further reduce
    the liquidity in and flow of capital to the commercial real
    estate markets. These restrictions could also cause 27




---



##### Table of Contents



commercial real estate prices to decrease due to the reduced
    amount of equity capital and debt financing available. In
    particular, global and domestic credit and liquidity issues may
    reduce the number of acquisitions, dispositions and loan
    originations, as well as the respective number of transactions
    and transaction volumes, which could in turn adversely affect
    our capital markets services revenues including our servicing
    revenue.  
    Decreased investment allocation to commercial real estate
    class.  Allocations to commercial real estate as
    an asset class for investment portfolio diversification may
    decrease for a number of reasons beyond our control, including
    poor performance of the asset class relative to other asset
    classes or the superior performance of other asset classes when
    compared with continued good performance of the commercial real
    estate asset class or the poor performance of all asset classes.
    In addition, while commercial real estate is now viewed as an
    accepted and valid class for portfolio diversification, if this
    perception changes, there could be a significant reduction in
    the amount of debt and equity capital available in the
    commercial real estate sector. In particular, reductions in debt
    and/or
    equity allocations to commercial real estate may reduce the
    number of acquisitions, dispositions and loan originations, as
    well as the respective number of transactions and transaction
    volumes, which could in turn adversely affect our capital
    markets services revenues (including our servicing revenue).
    Fluctuations in interest rates.  Significant
    fluctuations in interest rates as well as steady and protracted
    movements of interest rates in one direction (increases or
    decreases) could adversely affect the operation and income of
    commercial real estate properties, as well as the demand from
    investors for commercial real estate investments. Both of these
    events could adversely affect investor demand and the supply of
    capital for debt and equity investments in commercial real
    estate. In particular, increased interest rates may cause prices
    to decrease due to the increased costs of obtaining financing
    and could lead to decreases in purchase and sale activities,
    thereby reducing the amounts of investment sales and loan
    originations and related servicing fees. If our investment sales
    origination and servicing businesses are negatively impacted, it
    is likely that our other lines of business would also suffer due
    to the relationship among our various capital markets services.      Form 10-K.
  Key
    Financial Measures and Indicators
  Revenues
  transaction-by-transaction
 28




---



##### Table of Contents



Total
    Revenues:
  Capital markets services revenues.
  
    Origination fees.  Our origination fees are
    earned through the placement of debt, equity and structured
    financing. Debt placements represent the majority of our
    business, with approximately $10.7 billion and
    $5.7 billion of debt transaction volume in 2010 and 2009,
    respectively. Fees earned by HFF Securities for discretionary
    and non-discretionary equity capital raises and other investment
    banking services are also included with capital markets services
    revenue in our consolidated statements of income. We recognize
    origination revenues at the closing of the applicable financing
    and funding of capital, when such fees are generally collected.
    We recognize fees earned by HFF Securities at the time the
    capital is funded or committed, based on the underlying fee
    agreement, unless collectibility of our fee is not reasonably
    assured, in which case we recognize fees as they are collected.
    Investment sales fees.  We earn investment
    sales fees by acting as a broker for commercial real estate
    owners seeking to sell a property(ies) or an interest in a
    property(ies). We recognize investment sales revenues at the
    close and funding of the sale, when such fees are generally
    collected.
    Loan servicing fees.  We generate loan
    servicing fees through the provision of collection, remittance,
    recordkeeping, reporting and other related loan servicing
    functions, activities and services. We also earn fees through
    escrow balances maintained as a result of required reserve
    accounts and tax and insurance escrows for the loans we service.
    We recognize loan servicing revenues at the time services are
    rendered, provided the loans are current and the debt service
    payments are actually made by the borrowers. We recognize the
    other fees related to escrows and other activities at the time
    the fees are paid.
    Loan sales and other production fees.  We
    generate loan sales and other production fees through assisting
    our clients in their efforts to sell all or portions of
    commercial real estate debt notes. We recognize loan sales and
    other production revenues at the close and funding of the
    capital to consummate a sale, when such fees are generally
    collected.  Interest on mortgage notes receivable.
  Other. out-of-pocket
  and/or transaction-by-transaction
  Costs
    and Expenses
   29




---



##### Table of Contents



and/or
  Operating
    Expenses:
  Cost of Services.
  Personnel.
    Stock Based Compensation. Compensation  Stock Compensation
 30




---



##### Table of Contents



Occupancy.
  Travel and entertainment.
  Supplies, research and printing.
  Other.
  Interest
    and Other Income, net:
    Interest
    Expense:
    Decrease
    in Payable Under the Tax Receivable Agreement:
    Income
    Tax Expense:
         31




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##### Table of Contents



and/or
  Noncontrolling
    Interest:
    Results
    of Operations
  period-to-period
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  For The Year Ended December 31,2010


2009


Total


Total% of





% of


Dollar


PercentageDollars


Revenue


Dollars


Revenue


Change


Change(Dollars in thousands, unless percentages)RevenuesCapital markets services revenue

$
136,837



97.8
%

$
72,234



93.2
%

$
64,603



89.4
%Interest on mortgage notes receivable


2,087



1.5
%


3,458



4.5
%


(1,371
)


(39.6
)%Other


1,048



0.7
%


1,784



2.3
%


(736
)


(41.3
)%Total revenues


139,972



100.0
%


77,476



100.0
%


62,496



80.7
%Operating expensesCost of services


80,050



57.2
%


47,923



61.9
%


32,127



67.0
%Personnel


16,103



11.5
%


7,144



9.2
%


8,959



125.4
%Occupancy


7,054



5.0
%


7,573



9.8
%


(519
)


(6.9
)%Travel and entertainment


3,837



2.7
%


2,841



3.7
%


996



35.1
%Supplies, research and printing


3,117



2.2
%


2,162



2.8
%


955



44.2
%Other


14,446



10.3
%


13,747



17.7
%


699



5.1
%Total operating expenses


124,607



89.0
%


81,390



105.1
%


43,217



53.1
%Operating income (loss)


15,365



11.0
%


(3,914
)


(5.1
)%


19,279



492.6
%Interest and other income, net


9,487



6.8
%


6,431



8.3
%


3,056



47.5
%Interest expense


(64
)


(0.0
)%


(419
)


(0.5
)%


355



(84.7
)%Decrease in payable under the tax receivable agreement


813



0.6
%


1,889



2.4
%


(1,076
)


(57.0
)%Income before taxes


25,601



18.3
%


3,987



5.1
%


21,614



542.1
%Income tax expense


8,612



6.2
%


2,208



2.8
%


6,404



290.0
%Net income


16,989



12.1
%


1,779



2.3
%


15,210



855.0
%Net income attributable to noncontrolling interest


6,098



4.4
%


2,531



3.3
%


3,567



140.9
%Net income (loss) attributable to controlling interest

$
10,891



7.8
%

$
(752
)


(1.0
)%

$
11,643



NM      32




---



##### Table of Contents



Revenues.
  
    The revenues we generated from capital markets services for the
    year ended December 31, 2010 increased $64.6 million,
    or 89.4%, to $136.8 million from $72.2 million for the
    same period in 2009. The increase is primarily attributable to
    increased production.
    The revenues derived from interest on mortgage notes was
    $2.1 million for the year ended December 31, 2010
    compared to $3.5 million for the same period in 2009, a
    decrease of $1.4 million. The decrease is due to a lower
    average loan value on a slightly higher number of loans
    originated in our participation in Freddie Macs Program
    Plus Seller
    Servicer®

    Program during the year ended December 31, 2010 as compared
    to 2009.
    The other revenues we earned, which include expense
    reimbursements from clients related to
    out-of-pocket
    costs incurred and vary on a
    transaction-by-transaction
    basis, were $1.0 million for the year ended
    December 31, 2010 compared to $1.8 million for the
    same period in 2009, a decrease of approximately
    $0.7 million, or 41.3%.  Total Operating Expenses. ®
  
    The costs of services for the year ended December 31, 2010
    increased $32.1 million, or 67.0%, to $80.1 million
    from $47.9 million for the same period in 2009. The
    increase is primarily the result of the increase in commissions
    and other incentive compensation directly related to the
    increase in capital markets services revenues. Cost of services
    as a percentage of capital markets services revenues were
    approximately 58.5% and 66.3% for the years ended
    December 31, 2010 and December 31, 2009, respectively.
    This percentage decrease in 2010 is primarily attributable to
    the fixed portion of cost of services, such as salaries for our
    analysts and fringe benefit costs, being spread over higher
    revenue.
    Personnel expenses that are not directly attributable to
    providing services to our clients for the year ended
    December 31, 2010 increased $9.0 million, or 125.4%,
    to $16.1 million from $7.1 million for the same period
    in 2009. The increase is primarily related to an increase in
    incentive compensation due to a $4.5 million charge
    relating to special cash and restricted stock bonuses awarded to
    certain members of management and other employees of the Company
    and the Operating Partnerships in 2010 and an increase in our
    profit participation expense of $3.6 million.    
    Occupancy, travel and entertainment, and supplies, research and
    printing expenses for the year ended December 31, 2010
    increased $1.4 million, or 11.4%, to $14.0 million
    compared to the same period in 2009. This increase is primarily
    due to increased supplies, research and printing and travel and
    entertainment costs 33




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##### Table of Contents



stemming from the increase in capital markets services revenues.
    These increases were slightly offset by decreased occupancy
    costs.  
    Other expenses, including costs for insurance, professional
    fees, depreciation and amortization, interest on our warehouse
    line of credit and other operating expenses, were
    $14.4 million in the year ended December 31, 2010, an
    increase of $0.7 million, or 5.1%, versus
    $13.7 million in the year ended December 31, 2009.
    This increase is primarily related to increases in a number of
    cost categories such as marketing and advertising, outsourcing
    and licensing, postage and delivery charges, professional fees,
    depreciation and amortization and other general and
    administrative costs. These increases were partially offset by
    decreased interest expense on our warehouse lines of credit
    supporting our Freddie Mac Program Plus Seller Servicer business
    and decreased insurance costs.  Operating income (loss).
  Interest and other income, net.
  Interest expense.
  Net Income.
  
    The decrease in the payable under the tax receivable agreement
    of $0.8 million and $1.9 million for the years ended
    December 31, 2010 and 2009, respectively, primarily
    reflects the decrease in the estimated tax benefits owed to HFF
    Holdings under the tax receivable agreement as we are obligated
    to pay HFF Holdings 85% of any cash savings, if any, in
    U.S. federal, state and local income tax that we realize as
    a result of the increase in tax basis pursuant to our election
    under Section 754 of the Internal Revenue Code. Each year
    we update the tax rates used to measure the deferred tax assets
    which resulted in a reduction of deferred tax assets of
    $1.0 million and $2.2 million for 2010 and 2009,
    respectively.
    Income tax expense was approximately $8.6 million for the
    year ended December 31, 2010, an increase of
    $6.4 million from $2.2 million in the year ended
    December 31, 2009. This increase is primarily due to the
    increase in net operating income experienced during the year
    ended December 31, 2010 compared to the same period in the
    prior year. During the year ended December 31, 2010, the
    Company recorded income tax expense of approximately
    $1.0 million relating to the change in the rates used to
    measure the Companys deferred tax assets and the
    establishment of a valuation allowance on certain state net
    operating loss carryforwards. During the year ended
    December 31, 2009, the Company recorded current income tax
    expense of $0.5 million and deferred income tax expense of
    $1.7 million. For further detail relating to the 34




---



##### Table of Contents



Operating Partnerships tax basis
    step-up
    election under Section 754 of the Internal Revenue Code, as
    amended, refer to Note 13 to our consolidated financial
    statements.    Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  For the Year Ended December 31,2009


2008


Total


Total% of





% of


Dollar


PercentageDollars


Revenue


Dollars


Revenue


Change


Change(Dollars in thousands, unless percentages)RevenuesCapital markets services revenue

$
72,234



93.2
%

$
126,076



95.7
%

$
(53,842
)


(42.7
)%Interest on mortgage notes receivable


3,458



4.5
%


1,819



1.4
%


1,639



90.1
%Other


1,784



2.3
%


3,792



2.9
%


(2,008
)


(53.0
)%Total revenues


77,476



100.0
%


131,687



100.0
%


(54,211
)


(41.2
)%Operating expensesCost of services


47,923



61.9
%


85,335



64.8
%


(37,412
)


(43.8
)%Personnel


7,144



9.2
%


8,803



6.7
%


(1,659
)


(18.8
)%Occupancy


7,573



9.8
%


7,527



5.7
%


46



0.6
%Travel and entertainment


2,841



3.7
%


5,971



4.5
%


(3,130
)


(52.4
)%Supplies, research and printing


2,162



2.8
%


6,792



5.2
%


(4,630
)


(68.2
)%Other


13,747



17.7
%


15,973



12.1
%


(2,226
)


(13.9
)%Total operating expenses


81,390



105.1
%


130,401



99.0
%


(49,011
)


(37.6
)%Operating (loss) income


(3,914
)


(5.1
)%


1,286



1.0
%


(5,200
)


(404.4
)%Interest and other income, net


6,431



8.3
%


4,928



3.7
%


1,503



30.5
%Interest expense


(419
)


(0.5
)%


(20
)


(0.0
)%


(399
)


NMDecrease in payable under the tax receivable agreement


1,889



2.4
%


3,862



2.9
%


(1,973
)


(51.1
)%Income before taxes


3,987



5.1
%


10,056



7.6
%


(6,069
)


(60.4
)%Income tax expense


2,208



2.8
%


5,043



3.8
%


(2,835
)


(56.2
)%Net income


1,779



2.3
%


5,013



3.8
%


(3,234
)


(64.5
)%Net income attributable to noncontrolling interest


2,531



3.3
%


4,784



3.6
%


(2,253
)


(47.1
)%Net (loss) income attributable to controlling interest

$
(752
)


(1.0
)%

$
229



0.2
%

$
(981
)


(428.4
)%       Revenues.
 35




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##### Table of Contents




    The revenues we generated from capital markets services for the
    year ended December 31, 2009 decreased $53.8 million,
    or 42.7%, to $72.2 million from $126.1 million for the
    same period in 2008. The decrease is primarily attributable to
    decreased production.
    The revenues derived from interest on mortgage notes was
    $3.5 million for the year ended December 31, 2009
    compared to $1.8 million for the same period in 2008, an
    increase of $1.6 million. The increase is due to an
    increase in the number of loans originated and increased average
    loan values in our participation in Freddie Macs Program
    Plus Seller
    Servicer®

    Program during the year ended December 31, 2009 as compared
    to 2008.
    The other revenues we earned, which include expense
    reimbursements from clients related to
    out-of-pocket
    costs incurred, were $1.8 million for the year ended
    December 31, 2009 compared to $3.8 million for the
    same period in 2008, a decrease of $2.0 million, or 53.0%.
    Other revenues decreased primarily as a result of the decrease
    in production volumes.  Total Operating Expenses. ®
  
    The costs of services for the year ended December 31, 2009
    decreased $37.4 million, or 43.8%, to $47.9 million
    from $85.3 million for the same period in 2008. The
    decrease is primarily the result of the decrease in commissions
    and other incentive compensation directly related to the
    decrease in capital markets services revenues. Cost of services
    as a percentage of capital markets services revenues were
    approximately 66.3% and 67.7% for the years ended
    December 31, 2009 and December 31, 2008, respectively.
    This percentage decrease in 2009 is primarily attributable to
    the fixed portion of cost of services, such as salaries for our
    analysts and fringe benefit costs, which decreased greater than
    the decrease in revenue. This is primarily due to the cost
    savings initiatives that were implemented during the fourth
    quarter 2008 and second quarter 2009.
    Personnel expenses that are not directly attributable to
    providing services to our clients for the year ended
    December 31, 2009 decreased $1.7 million, or 18.8%, to
    $7.2 million from $8.8 million for the same period in
    2008. The decrease is primarily related to a decrease in
    salaries due to a lower headcount.    
    Occupancy, travel and entertainment, and supplies, research and
    printing expenses for the year ended December 31, 2009
    decreased $7.7 million, or 38.0%, to $12.6 million
    compared to the same period in 2008. This decrease is primarily
    due to decreased supplies, research and printing and travel and
    entertainment costs stemming from the decrease in capital
    markets services revenues and the impact of our cost saving
    initiatives.
    Other expenses, including costs for insurance, professional
    fees, depreciation and amortization, interest on our warehouse
    line of credit and other operating expenses, were
    $13.7 million in the year ended December 31, 2009, a
    decrease of $2.2 million, or 13.9%, versus
    $16.0 million in the year ended December 31, 2008.
    This decrease is primarily related to decreases in a number of
    cost categories such as marketing and advertising, outsourcing
    and licensing, postage and delivery charges, professional fees
    and other general and administrative costs. These decreases were
    partially offset by increased interest expense on our warehouse 36




---



##### Table of Contents



lines of credit supporting our Freddie Mac loan business and
    increased amortization on our mortgage servicing rights
    intangible assets.  Operating (loss) income.
  Interest and other income, net.
  Interest expense.
  Net Income.
  
    The decrease in the payable under the tax receivable agreement
    of $1.9 million and $3.9 million for the years ended
    December 31, 2009 and 2008, respectively, primarily
    reflects the decrease in the estimated tax benefits owed to HFF
    Holdings under the tax receivable agreement. This decrease in
    tax benefits owed to HFF Holdings represents 85% of the decrease
    in the related deferred tax asset of $2.2 million and
    $4.6 million for 2009 and 2008, respectively.
    Income tax expense was approximately $2.2 million for the
    year ended December 31, 2009, a decrease of
    $2.8 million from $5.0 million in the year ended
    December 31, 2008. This decrease is primarily due to the
    decrease in net operating income experienced during the year
    ended December 31, 2009 compared to the same period in the
    prior year. During the year ended December 31, 2009, the
    Company recorded income tax expense of $2.2 million
    primarily relating to the change in the rates used to measure
    the Companys deferred tax assets and the establishment of
    a valuation allowance on certain state net operating loss
    carryforwards. For further detail relating to the Operating
    Partnerships Section 754 election, refer to
    Note 13 to our consolidated financial statements. During
    the year ended December 31, 2008, the Company recorded
    current income tax benefit of $2.5 million which was offset
    by deferred income tax expense of $7.6 million.    Financial
    Condition
    
    An increase in cash and cash equivalents to $73.3 million
    at December 31, 2010 compared to $40.9 million at
    December 31, 2009.
    An increase in deferred tax asset, net of $40.2 million,
    primarily due to the
    step-up in
    basis from the exchanges of partnership units of the Operating
    Partnerships that occurred during 2010 of $48.4 million,
    which was offset by deferred income tax expense of
    $8.2 million. 37




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##### Table of Contents




    An increase in mortgage notes receivable of $35.8 million
    to $74.6 million at December 31, 2010 from
    $38.8 million at December 31, 2009 due to increase in
    the loans outstanding.
    An increase in intangible assets, net of $1.2 million to
    $10.5 million at December 31, 2009. This increase is
    primarily due to the recognition of acquired mortgage servicing
    rights in 2010, net of amortization for the year.    
    An increase our warehouse lines of credit of $35.8 million
    due to an increase in the loans outstanding at December 31,
    2010 as compared to December 31, 2009.
    An increase in the payable under the tax receivable agreement of
    $41.5 million primarily due to a
    step-up in
    basis from the partnership unit exchanges that occurred during
    2010.
    An increase in accrued compensation and related taxes of
    $9.1 million primarily due to the increased production
    volumes and operating income.    Cash
    Flows
    2010
    2009
   38




---



##### Table of Contents



Liquidity
    and Capital Resources
            transaction-by-transaction
 39




---



##### Table of Contents



Critical
    Accounting Policies; Use of Estimates
  and/or and/or and/or
  Goodwill.
  Intangible Assets.
 40




---



##### Table of Contents



Income
    Taxes.
    and/or
    Leases. Leases
 41




---



##### Table of Contents



Stock
    Based Compensation
    Certain
    Information Concerning Off-Balance Sheet Arrangements
    Contractual
    and Other Cash Obligations
    Payments Due by PeriodLess Than


1-3


3-5


More ThanTotal


1 Year


Years


Years


5 YearsWarehouse line of credit

$
74,594


$
74,594


$



$



$
Capital lease obligations


304



166



138







Operating lease obligations


15,473



4,172



7,178



2,658



1,465Purchase obligations


















Other long-term liabilities reflected on the balance sheet(1)


















Total contractual obligations

$
90,369


$
78,932


$
7,316


$
2,658


$
1,465     (1)
    
    From time to time we enter into employment agreements with our
    transaction professionals. Some of these agreements may include
    payments to be made to the individual at a specific time, if
    certain conditions have been met. The Company accrues for these
    payments over the life of the agreement.   42




---



##### Table of Contents



Seasonality
  quarter-by-quarter
  Effect of
    Inflation and/or Deflation
  and/or and/or
  Recent
    Accounting Pronouncements
  Amendments to FASB Interpretation
    No. 46(R)
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement No. 140 Transfers and Servicing
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   43




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  PageHFF, Inc.Managements Report on Effectiveness of
    Internal Control Over Financial Reporting


45Report of Independent Registered Public
    Accounting Firm on Consolidated Financial Statements


46Report of Independent Registered Public
    Accounting Firm on Effectiveness of Internal Control over
    Financial Reporting


47Consolidated Balance Sheets as of
    December 31, 2010 and 2009


48Consolidated Statements of Income for the years
    ended December 31, 2010, 2009 and 2008


49Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2010, 2009 and
    2008


50Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


51Notes to Consolidated Financial Statements


52   44




---



##### Table of Contents



Managements
    Report on Effectiveness of Internal Control Over Financial
    Reporting  Rule 13a-15(f)
       Dated: March 11, 2011

/s/  John
    H. Pelusi, Jr.John
    H. Pelusi, Jr.
    Chief Executive OfficerDated: March 11, 2011

/s/  Gregory
    R. ConleyGregory
    R. Conley
    Chief Financial Officer  45




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Consolidated
    Financial Statements           Accounting and Reporting
    Noncontrolling Interest in Consolidated Financial Statements, an
    amendment of ARB No. 51
    
    46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Effectiveness
    of Internal Control Over
    Financial Reporting                 
    47




---



##### Table of Contents



HFF,
    Inc.
  Consolidated Balance Sheets
  December 312010


2009(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
73,339


$
40,931Restricted cash (Note 7)


80



143Accounts receivable


1,029



569Receivable from affiliate (Note 18)


19



Mortgage notes receivable (Note 8)


74,594



38,800Prepaid taxes


76



250Prepaid expenses and other current assets


1,273



1,250Deferred tax asset, net


2,058



515Total current assets


152,468



82,458Property and equipment, net (Note 4)


3,558



4,171Deferred tax asset


162,195



123,564Goodwill


3,712



3,712Intangible assets, net (Note 5)


10,513



9,327Other noncurrent assets


704



412Total assets

$
333,150


$
223,644LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 7)

$
166


$
152Warehouse line of credit (Note 8)


74,594



38,800Accrued compensation and related taxes


14,169



5,112Accounts payable


1,071



866Payable to affiliate (Note 18)






54Current portion of payable under the tax receivable agreement
    (Note 13)


6,288



Other current liabilities


3,365



2,719Total current liabilities


99,653



47,703Deferred rent credit


2,875



3,238Payable under the tax receivable agreement (Note 13)


140,779



105,521Other long-term liabilities


22



54Long-term debt, less current portion (Note 7)


138



123Total liabilities


243,467



156,639Stockholders equity:Class A common stock, par value $0.01 per share,
    175,000,000 shares authorized; 34,939,922 and
    17,263,281 shares issued, respectively; and 34,829,382 and
    17,183,232 outstanding, respectively


348



172Class B common stock, par value $0.01 per share,
    1 share authorized, issued and outstanding






Treasury stock, 110,540 and 80,049 shares at cost,
    respectively


(396
)


(173
)Additional
    paid-in-capital


62,485



28,498Retained earnings


22,895



12,004Total parent stockholders equity


85,332



40,501Noncontrolling interest (Note 14)


4,351



26,504Total equity


89,683



67,005Total liabilities and stockholders equity

$
333,150


$
223,644    48




---



##### Table of Contents



HFF,
    Inc.
  Consolidated Statements of Income
  Years Ending December 31,2010


2009


2008(Dollars in thousands)RevenuesCapital markets services revenue

$
136,837


$
72,234


$
126,076Interest on mortgage notes receivable


2,087



3,458



1,819Other


1,048



1,784



3,792139,972



77,476



131,687ExpensesCost of services


80,050



47,923



85,335Personnel


16,103



7,144



8,803Occupancy


7,054



7,573



7,527Travel and entertainment


3,837



2,841



5,971Supplies, research, and printing


3,117



2,162



6,792Insurance


1,776



1,850



2,049Professional fees


4,088



3,662



4,359Depreciation and amortization


3,655



3,523



3,475Interest on warehouse line of credit


1,333



1,979



1,547Other operating


3,594



2,733



4,543124,607



81,390



130,401Operating income (loss)


15,365



(3,914
)


1,286Interest and other income, net


9,487



6,431



4,928Interest expense


(64
)


(419
)


(20
)Decrease in payable under the tax receivable agreement


813



1,889



3,862Income before taxes


25,601



3,987



10,056Income tax expense


8,612



2,208



5,043Net income


16,989



1,779



5,013Net income attributable to noncontrolling interest


6,098



2,531



4,784Net income (loss) attributable to controlling interest

$
10,891


$
(752
)

$
229Earnings per share  Basic and DilutedIncome (loss) available to HFF, Inc. common
    stockholders  Basic

$
0.40


$
(0.05
)

$
0.01Weighted average shares outstanding  Basic


26,900,261



16,637,216



16,472,141Income (loss) available to HFF, Inc. common
    stockholders  Diluted

$
0.40


$
(0.05
)

$
0.01Weighted average shares outstanding  Diluted


27,085,646



16,637,967



16,472,141    49




---



##### Table of Contents



HFF,
    Inc.
  Consolidated Statements of Stockholders
    Equity
  Controlling InterestAdditionalCommon Stock


Treasury Stock


Paid in


Retained


NoncontrollingShares


Amount


Shares


Amount


Capital


Earnings


Interest


TotalStockholders equity, December 31, 2007


16,445,000


$
164






$



$
25,353


$
12,527


$
21,784


$
59,828Issuance of Class A common stock


1,480



























Stock compensation and other, net


















853











853Distributions


























(68
)


(68
)Net income






















229



4,784



5,013Stockholders equity, December 31, 2008


16,446,480


$
164






$



$
26,206


$
12,756


$
26,500


$
65,626Issuance of Class A common stock


816,801



9











956







(963
)


2Repurchase of Class A common stock


(80,049
)


(1
)


80,049



(173
)














(174
)Record the adjustment to give effect of the tax receivable
    agreement with HFF Holdings


















200











200Stock compensation and other, net


















1,136











1,136Distributions


























(1,564
)


(1,564
)Net (loss) income






















(752
)


2,531



1,779Stockholders equity, December 31, 2009


17,183,232


$
172



80,049


$
(173
)

$
28,498


$
12,004


$
26,504


$
67,005Issuance of Class A common stock


17,676,681



176











27,014







(27,190
)


Repurchase of Class A common stock


(30,491
)






30,491



(223
)














(223
)Record the adjustment to give effect of the tax receivable
    agreement with HFF Holdings


















6,049











6,049Stock compensation and other, net


















924











924Distributions


























(1,061
)


(1,061
)Net income






















10,891



6,098



16,989Stockholders equity, December 31, 2010


34,829,422


$
348



110,540


$
(396
)

$
62,485


$
22,895


$
4,351


$
89,683    50




---



##### Table of Contents



HFF,
    Inc.
  Consolidated Statements of Cash
    Flows
  Year Ended December 312010


2009


2008(Dollars in thousands)Operating activitiesNet income

$
16,989


$
1,779


$
5,013Adjustments to reconcile net income to net cash provided by
    operating activities:Stock based compensation


970



1,137



876Amortization of investment security discounts










(93
)Deferred income taxes


8,239



1,670



7,567Payable under the tax receivable agreement


(813
)


(1,888
)


(3,862
)Depreciation and amortization:Property and equipment


1,263



1,444



1,602Intangibles


2,393



2,079



1,873Gain on sale or disposition or impairment of assets


(5,713
)


(4,966
)


(1,870
)Mortgage service rights assumed


(993
)


(762
)


(1,774
)Proceeds from sale of mortgage servicing rights


3,093



2,030



Increase (decrease) in cash from changes in:Restricted cash


63



47



180Accounts receivable


(460
)


416



511Payable to/(receivable from) affiliate


(73
)


(38
)


1,302Payable under the tax receivable agreement






(2,258
)


(5,257
)Deferred taxes, net






(1
)


(6
)Mortgage notes receivable


(35,794
)


(22,500
)


24,700Net borrowings on warehouse line of credit


35,794



22,500



(24,700
)Prepaid taxes, prepaid expenses and other current assets


151



5,213



(2,677
)Other noncurrent assets


(292
)


47



144Accrued compensation and related taxes


9,011



(209
)


(7,631
)Accounts payable


205



371



(1,451
)Other accrued liabilities


646



406



(168
)Other long-term liabilities


(370
)


(657
)


(642
)Net cash provided by (used in) operating activities


34,309



5,860



(6,363
)Investing activitiesPurchases of property and equipment


(357
)


(47
)


(183
)Non-compete agreement










(100
)Purchases of investments










(9,907
)Proceeds from maturities of investments










10,000
)Net cash used in investing activities


(357
)


(47
)


(190
)Financing activitiesPayments on long-term debt


(260
)


(173
)


(90
)Treasury stock


(223
)


(173
)


Distributions to members and noncontrolling interest holder


(1,061
)


(1,564
)


(68
)Net cash used in financing activities


(1,544
)


(1,910
)


(158
)Net increase (decrease) in cash


32,408



3,903



(6,711
)Cash and cash equivalents, beginning of period


40,931



37,028



43,739Cash and cash equivalents, end of period

$
73,339


$
40,931


$
37,028Supplemental disclosure of cash flow informationCash paid for income taxes

$
52


$
104


$
1,452Cash paid for interest

$
1,374


$
2,413


$
1,624Supplemental disclosure of non-cash financing activitiesProperty acquired under capital leases

$
227


$
292


$
52    51




---



##### Table of Contents



HFF,
    Inc.
  Notes to Consolidated Financial
    Statements
  1.
    Organization
    and Basis of Presentation  Organization
  and/or and/or
  Initial
    Public Offering and Reorganization
  Form S-1 Form S-1
         52




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    see Note 14 see Note 16
  Basis
    of Presentation
          Reclassifications
   53




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Consolidation
  Consolidation
    Concentrations
    of Credit Risk
  and/or
  Cash
    and Cash Equivalents
    Revenue
    Recognition
  and/or case-by-case
  out-of-pocket
 54




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  out-of-pocket
  Mortgage
    Notes Receivable
  ® (see Note 8).
  Financial
    Services-Mortgage Banking,
    Advertising
    Property
    and Equipment
        Leases
  Leases
 55




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Computer
    Software Costs
    Goodwill
    Prepaid
    Compensation Under Employment Agreements
  sign-up sign-up
  Producer
    Draws
    Intangible
    Assets
     56




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Transfers and Servicing
  35-month
      Earnings
    Per Share
  Earnings Per Share see Note 16
  Stock
    Based Compensation
  Compensation  Stock Compensation
 57




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Income
    Taxes
  Income Taxes
        Cost
    of Services
   58




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Segment
    Reporting
    Use of
    Estimates
    Treasury
    Stock
  first-in,
  Recent
    Accounting Pronouncements
  Amendments to FASB Interpretation
    No. 46(R)
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement No. 140 Transfers and Servicing
  3.
    Stock
    Compensation   59




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Omnibus
    Incentive Compensation Plan
  Form S-1
      Dividend yield


0.0
%Expected volatility


63.9
%Risk-free interest rate


3.2
%Expected life (in years)


6.2   WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions


Price


Term


ValueBalance at January 1, 2008


23,177


$
17.73



12.1 years


$
228Granted


4,867



6.93



13.0 years



20Exercised














Forfeited or expired














Balance at December 31, 2008


28,044


$
15.85



11.3 years


$
248Granted


20,728



4.35



13.0 years



60Exercised














Forfeited or expired


(4,167
)


18.00







(42
)Balance at December 31, 2009


44,605


$
10.31



11.4 years


$
266Granted


12,319



7.58



13.0 years



60Exercised














Forfeited or expired


(5,338
)


17.41







(52
)Balance at December 31, 2010


51,586


$
8.92



11.0 years


$
284  60




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageExerciseOptions


PriceNonvested at January 1, 2008


23,177


$
17.73Granted


4,867



6.93Vested


(7,725
)


(17.73
)Forfeited or expired






Nonvested at December 31, 2008


20,319


$
15.14Granted


20,728



4.35Vested


(9,347
)


15.85Forfeited or expired


(1,389
)


18.00Nonvested at December 31, 2009


30,311


$
7.41Granted


12,319



7.58Vested


(14,869
)


10.31Forfeited or expired






Nonvested at December 31, 2010


27,761


$
5.93       RSUs with gradedRSUs with no


or cliff vestingvesting period


period


TotalBalance at January 1, 2008


11,110



137,502



148,612Granted


38,100







38,100Converted to common stock


(1,480
)






(1,480
)Forfeited or expired










Balance at December 31, 2008


47,730



137,502



185,232Granted


161,282







161,282Converted to common stock


(127,604
)


(44,795
)


(172,399
)Forfeited or expired






(2,083
)


(2,083
)Balance at December 31, 2009


81,408



90,624



172,032Granted


55,565



456,029



511,594Converted to common stock


(58,170
)


(44,097
)


(102,267
)Forfeited or expired










Balance at December 31, 2010


78,803



502,556



581,359    61




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    4.
    Property
    and Equipment    December 312010


2009Furniture and equipment

$
3,989


$
3,618Computer equipment


929



1,031Capitalized software costs


484



504Leasehold improvements


5,916



5,953Subtotal


11,318



11,106Less accumulated depreciation and amortization


(7,760
)


(6,935
)$
3,558


$
4,171     5.
    Intangible
    Assets    December 31, 2010


December 31, 2009Gross








GrossCarrying


Accumulated


Net Book


Carrying


Accumulated


Net BookAmount


Amortization


Value


Amount


Amortization


ValueAmortizable intangible assets:Mortgage servicing rights

$
17,007


$
(6,594
)

$
10,413


$
13,476


$
(4,296
)

$
9,180Deferred financing costs














523



(510
)


13Non-compete agreement


100



(100
)






100



(66
)


34Unamortizable intangible assets:FINRA license


100







100



100







100Total intangible assets

$
17,207


$
(6,694
)

$
10,513


$
14,199


$
(4,872
)

$
9,327      62




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      As of December 31,2010

2009Expected life of cash flows

3 years to 10 years

3 years to 10 yearsDiscount rate(1)

15% to 20%

15% to 20%Prepayment rate

0% to 8%

0% to 8%Inflation rate

2%

2%Cost of service per loan

$1,600 to $4,619

$1,600 to $4,188     (1)
    
    Reflects the time value of money and the risk of future cash
    flows related to the possible cancellation of servicing
    contracts, transferability restrictions on certain servicing
    contracts, concentration in the life company portfolio and large
    loan risk.      FV atCategory

12/31/09


Capitalized


Amortized


Sold / Transferred


12/31/10


12/31/10Freddie Mac

$
5,833


$
2,930


$
(1,104
)

$
(1,469
)

$
6,190


$
7,103CMBS


2,429



172



(526
)


1,157



3,232



3,721Life company


779



774



(653
)






900



1,080Life company  limited


139



47



(95
)






91



123Total

$
9,180


$
3,923


$
(2,378
)

$
(312
)

$
10,413


$
12,027   FV atCategory

12/31/08


Capitalized


Amortized


Sold


12/31/09


12/31/09Freddie Mac

$
3,266


$
3,395


$
(828
)

$



$
5,833


$
6,519CMBS


2,861



450



(440
)


(442
)


2,429



2,834Life company


991



328



(540
)






779



938Life company  limited


193



53



(107
)






139



166Total

$
7,311


$
4,226


$
(1,915
)

$
(442
)

$
9,180


$
10,457    63




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        2011

$
2,3202012


1,9872013


1,6382014


1,3632015


1,127     6.
    Fair
    Value Measurement       64




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Long-Term
    Debt and Capital Lease Obligations    December 312010


2009Bank term note payable

$



$
Capital lease obligations


304



275Total long-term debt and capital leases


304



275Less current maturities


166



152Long-term debt and capital leases

$
138


$
123   (a)  The
    Credit Agreement
    (b)
    Letters
    of Credit and Capital Lease Obligation      2011

$
1662012


1062013


32$
304   8.
    Warehouse
    Line of Credit   65




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    transaction-by-transaction 30-day
  9.
    Lease
    Commitments      2011

$
4,1722012


4,0312013


3,1472014


1,5732015


1,085Thereafter


1,465$
15,473         10.
    Retirement
    Plan   66




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    11.
    Servicing      12.
    Legal
    Proceedings  Contingencies
  13.
    Income
    Taxes    Current


Deferred


TotalYear Ended December 31, 2010:Federal

$



$
6,898


$
6,898State


373



1,341



1,714$
373


$
8,239


$
8,612   Current


Deferred


TotalYear Ended December 31, 2009:Federal

$
123


$
(47
)

$
76State


415



1,717



2,132$
538


$
1,670


$
2,208     Dec. 31,


Dec. 31,2010


2009Pre-tax book income

$
25,601


$
3,987Less: pre-tax income allocated to noncontrolling interest holder


(6,135
)


(2,559
)Pre-tax book income after noncontrolling interest

$
19,466


$
1,428  67




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  December 31,2010


2009Income Tax expense




Rate





RateTaxes computed at federal rate

$
6,813



35.0
%

$
500



35.0
%State and local taxes, net of federal tax benefit


840



4.3
%


124



8.7
%Effect of deferred tax rate change


711



3.7
%


1,625



113.8
%Effect of change in valuation allowance


17



0.1
%


(50
)


(3.5
)%Change in income tax benefit payable to stockholder


177



0.9
%


(307
)


(21.5
)%Stock compensation


120



0.6
%


139



9.7
%Meals and entertainment


190



1.0
%


77



5.4
%Other


(256
)


(1.3
)%


77



5.4
%Adjustment to prior years taxes






0.0
%


23



1.6
%$
8,612



44.2
%

$
2,208



154.6
%       December 31,2010


2009Deferred income tax assets:Section 754 election tax basis
    step-up

$
175,008


$
128,726Tenant improvements


1,523



668Net operating loss carryforward


11,727



11,133Restricted stock units


503



445Compensation


1,764



380Tax credits


123



123Other


276



139190,924



141,614Less: valuation allowance


(20,848
)


(15,165
)Deferred income tax asset


170,076



126,449Deferred income tax liabilities:Goodwill


(1,016
)


(316
)Servicing rights


(3,649
)


(1,577
)Deferred rent


(1,158
)


(477
)Deferred income tax liability


(5,823
)


(2,370
)Net deferred income tax asset

$
164,253


$
124,079   step-up step-up
 68




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  step-up step-up
      Tax
    Receivable Agreement
  step-up
 69




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        step-up
 70




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14.
    Noncontrolling
    Interest    Accounting and Reporting Noncontrolling Interest in
    Consolidated Financial Statements, an amendment of ARB
    No. 51
      Three


Three


Three


ThreeMonths


Months


Months


Months


YearEnded


Ended


Ended


Ended


Ended3/31/10


6/30/10


9/30/10


12/31/10


12/31/10Net income from operating partnerships

$
1,234


$
9,962


$
8,063


$
8,233


$
27,492Noncontrolling interest ownership percentage


(A
)


(B
)


5.80
%


5.80
%Noncontrolling interest

$
625


$
4,528


$
468


$
477


$
6,098   Three

Three

Three

ThreeMonths

Months

Months

Months

YearEnded

Ended

Ended

Ended

Ended3/31/09

6/30/09

9/30/08

12/31/09

12/31/09Net (loss) income from operating partnerships

$
(5,176
)

$
526


$
2,402


$
6,931


$
4,683Noncontrolling interest ownership percentage


55.31
%


55.31
%


55.31
%


(C
)Noncontrolling interest

$
(2,863
)

$
291


$
1,328


$
3,775


$
2,531  71




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##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (A)
    
    During the three months ending March 31, 2010, the
    ownership of the Operating Partnerships changed due to the
    exercise of the exchange rights of HFF Holdings. HFF
    Holdings ownership percentage in the Operating
    Partnerships was 53.56% during January 2010, 53.19% during
    February 2010 and 49.86% during March 2010.(B)
    
    During the three months ending June 30, 2010, the ownership
    of the Operating Partnerships changed due to the exercise of the
    exchange rights of HFF Holdings. HFF Holdings ownership
    percentage in the Operating Partnerships was 48.84% during April
    2010, 48.14% during May 2010 and 44.29% during June 2010.(C)
    
    During the three months ending December 31, 2009, the
    ownership of the Operating Partnerships changed due to the
    exercise of the exchange rights of HFF Holdings. HFF
    Holdings ownership percentage in the Operating
    Partnerships was 55.31% during October and November 2009 and
    53.93% during December 2009.           72




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Reflects the June 2010Modification of the Exchange RightsOriginal Exchange Rights Following the Reorganization
    Transactions








Percentage ofNumber of


Percentage of





Number of


HFFHFF Holdings


HFF


Number of


Additional


HoldingsPartnership Units


Holdings


HFF Holdings


HFF Holdings


Remainingin the Operating


Partnership


Partnership Units


Partnership


PartnershipPartnerships


Units in the


exchanged for


Units


Units in theAvailable for


Operating


Shares of


Expected


OperatingExchange as a


Partnerships


Class A Common


to


Partnershipsresult of the


Becoming


Stock Exchanged


Become


BecomingReorganization


Eligible


Through


Available


EligibleExchangeability Date:

Transactions


for Exchange


December 31, 2010


for Exchange


for ExchangeJanuary 31, 2009


5,088,750



25
%


5,088,750







0
%January 31, 2010


5,088,750



25
%


5,088,750







0
%January 31, 2011


5,088,750



25
%


4,020,638



1,068,112



50
%January 31, 2012


5,088,750



25
%


4,020,638



1,068,112



50
%Total


20,355,000



100
%


18,218,776



2,136,224



100
%   Form S-3
        15.
    Stockholders
    Equity   73




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    16.
    Earnings
    Per Share  (dollars in thousands)
  Year


YearEnded


EndedDecember 31,


December 31,2010


2009Net income

$
16,989


$
1,779Net income (loss) attributable to controlling interest

$
6,098


$
(752
)Weighted Average Shares Outstanding:Basic


26,900,261



16,637,216Diluted


27,085,646



16,637,967     Basic Net
    Income per Share
  Numerator
  Denominator
  Diluted
    Net Income per Share
  Numerator
  Denominator
 74




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Three Months


Year


Three Months


YearEnded


Ended


Ended


EndedDecember 31,


December 31,


December 31,


December 31,2010


2010


2009


2009Basic Earnings Per Share of Class A Common StockNumerator:Net income (loss) attributable to Class A common
    stockholders

$
4,280


$
10,891


$
1,530


$
(752
)Denominator:Weighted average number of shares of Class A common stock
    outstanding


34,893,110



26,900,261



16,783,133



16,637,216Basic net income per share of Class A common stock

$
0.12


$
0.40


$
0.09


$
(0.05
)Diluted Earnings Per Share of Class A Common StockNumerator:Net income (loss) attributable to Class A common
    stockholders

$
4,280


$
10,891


$
1,530


$
(752
)Add  dilutive effect of:Income allocated to noncontrolling interest holder upon assumed
    exercise of exchange right














Denominator:Basic weighted average number of shares of Class A common
    stock


34,893,110



26,900,261



16,783,133



16,637,216Add  dilutive effect of:Unvested restricted stock units


183,166



178,848



12,460



Stock options


10,541



6,538



2,665



751Noncontrolling interest holder exchange right














Weighted average common shares outstanding  diluted


35,086,817



27,085,646



16,798,258



16,637,967Diluted earnings per share of Class A common stock

$
0.12


$
0.40


$
0.09


$
(0.05
)   17.
    Concentrations   75




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    18.
    Related
    Party Transactions      19.
    Commitments
    and Contingencies    20.
    Selected
    Quarterly Financial Data (unaudited)  Quarter Ended2010

March 31


June 30


September 30


December 31Net revenue

$
19,413


$
34,133


$
37,490


$
48,936Operating (loss) income


(1,011
)


5,155



5,916



5,305Interest and other income, net


1,739



3,957



1,636



2,155(Increase) decrease in payable under the tax receivable agreement


(8
)






806



15Net income


548



7,227



4,456



4,758Net (loss) income attributable to controlling interest


(77
)


2,699



3,989



4,280Per share data(1)Basic earnings per share

$
(0.00
)

$
0.14


$
0.11


$
0.12Diluted earnings per share

$
(0.00
)

$
0.14


$
0.11


$
0.12  76




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Quarter Ended2009

March 31


June 30


September 30


December 31Net revenue

$
13,228


$
16,433


$
20,612


$
27,203Operating (loss) income


(6,123
)


(1,813
)


840



3,182Interest and other income, net


413



1,989



920



3,109Decrease in payable under the tax receivable agreement










1,694



195Net (loss) income


(4,906
)


91



1,289



5,305Net (loss) income attributable to controlling interest


(2,043
)


(200
)


(39
)


1,530Per share data(1)Basic earnings per share

$
(0.12
)

$
(0.01
)

$
(0.00
)

$
0.09Diluted earnings per share

$
(0.12
)

$
(0.01
)

$
(0.00
)

$
0.09     (1)
    
    Earnings per share were computed independently for each of the
    periods presented; therefore, the sum of the earnings per share
    amounts for the quarters may not equal the total for the year. 77




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures.
    Rule 13a-15(e) Form 10-K.
    Limitations
    on the Effectiveness of Controls.
    Changes
    in Internal Control Over Financial Reporting.
    Form 10-K.
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance     78




---



##### Table of Contents



Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Equity Compensation Plan InformationNumber of SecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(excluding SecuritiesOptions, Warrants


Options, Warrants


Reflected in Columnand Rights


and Rights


(a))Plan category

(a)


(b)


(c)Equity compensation plans approved by security holders


638,247


$
10.27



2,586,466Equity compensation plans not approved by security holders


N/A



N/A



N/ATotal


638,247


$
10.27



2,586,466   Item 13.
    Certain
    Relationships, Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    Exhibits
   79




---



##### Table of Contents



SIGNATURES    HFF, INC.
  By:
    /s/  John
    H. Pelusi, Jr.       Signature

Capacity

Date/s/  John
    H. Pelusi, Jr.John
    H. Pelusi, Jr.

Chief Executive Officer, Director and Executive Managing
    Director
    (Principal Executive Officer)

March 11, 2011/s/  Gregory
    R. ConleyGregory
    R. Conley

Chief Financial Officer (Principal Financial and Accounting
    Officer)

March 11, 2011/s/  John
    P. FowlerJohn
    P. Fowler

Director

March 11, 2011/s/  Mark
    D. GibsonMark
    D. Gibson

Director

March 11, 2011/s/  Deborah
    H. McAnenyDeborah
    H. McAneny

Director

March 11, 2011/s/  Susan
    P. McGallaSusan
    P. McGalla

Director

March 11, 2011/s/  George
    L. Miles, Jr.George
    L. Miles, Jr.

Director

March 11, 2011/s/  Lenore
    M. SullivanLenore
    M. Sullivan

Director

March 11, 2011/s/  Joe
    B. Thornton, Jr.Joe
    B. Thornton, Jr.

Director

March 11, 2011/s/  Steven
    E. WheelerSteven
    E. Wheeler

Director

March 11, 2011  80




---



##### Table of Contents



Exhibit Index  2
.1

Sale and Merger Agreement, dated January 30, 2007
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Registration Statement on
    Form S-l
    (File
    No. 333-138579)
    (Form S-l)
    filed with the SEC on December 22, 2006)3
.1

Amended and Restated Certificate of Incorporation of the
    Registrant (incorporated by reference to Exhibit 3.1 to the
    Form S-l
    filed with the SEC on December 22, 2006)3
.2

Amended and Restated Bylaws of the Registrant (incorporated by
    reference to Exhibit 3.2 to the
    Form S-1
    filed with the SEC on December 22, 2006)10
.1

Holliday Fenoglio Fowler, L.P. Partnership Agreement, dated
    February 5, 2007 (incorporated by reference to
    Exhibit 10.1 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)10
.2

HFF Securities L.P. Partnership Agreement, dated
    February 5, 2007 (incorporated by reference to
    Exhibit 10.2 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)10
.3

Tax Receivable Agreement, dated February 5, 2007
    (incorporated by reference to Exhibit 10.3 to the
    Form S-1
    filed with the SEC on December 22, 2006)10
.4

Registration Rights Agreement, dated February 5, 2007
    (incorporated by reference to Exhibit 10.4 to the
    Form S-1
    filed with the SEC on December 22, 2006)10
.5

HFF, Inc. 2006 Omnibus Incentive Compensation Plan, dated
    January 30, 2007 (incorporated by reference to
    Exhibit 10.9 to the
    Form S-l
    filed with the SEC on January 8, 2007)10
.6

Holliday Fenoglio Fowler, L.P. Amended and Restated Profit
    Participation Bonus Plan (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 001-33280),
    filed with the SEC on January 21, 2011)10
.7

HFF Securities, L.P. Amended and Restated Profit Participation
    Bonus Plan (incorporated by reference to Exhibit 10.2 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 001-33280),
    filed with the SEC on January 21, 2011)10
.8

HFF, Inc. Firm Profit Participation Bonus Plan (incorporated by
    reference to Exhibit 10.3 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 001-33280),
    filed with the SEC on January 21, 2011)10
.9

Employment Agreement between the Registrant and John H. Pelusi,
    Jr., dated January 30, 2007 (incorporated by reference to
    Exhibit 10.8 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)10
.10

First Amendment to Amended and Restated Employment Agreement, by
    and between John H. Pelusi, Jr., and Holliday Fenoglio Fowler,
    L.P. dated June 30, 2010 (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 001-33280)
    filed with the SEC on June 30, 2010)10
.11

Employment Agreement between the Registrant and Gregory R.
    Conley, dated January 30, 2007 (incorporated by reference
    to Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)10
.12

Employment Agreement between the Registrant and Nancy Goodson,
    dated January 30, 2007 (incorporated by reference to
    Exhibit 10.10 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)10
.13

Form of Contribution Agreement with John H. Pelusi, Jr., John P.
    Fowler, Mark D. Gibson, John Z. Kukral, Deborah H. McAneny,
    Susan P. McGalla, George L. Miles, Jr., Lenore M. Sullivan, Joe
    B. Thornton, Jr. and Steven E. Wheeler (incorporated by
    reference to Exhibit 10.13 to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007 (File
    No. 001-33280)
    filed with the SEC on March 17, 2008)21
.1

Subsidiaries of the Registrant (incorporated by reference to
    Exhibit 21.1 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 001-33280)
    filed with the SEC on March 16, 2007)23
.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm31
.1

Certificate Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 200231
.2

Certificate Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 200232
.1

Certifications of Chief Executive Officer and Chief Financial
    Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002  81