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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, 2008ORo

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 Centre301 Grant Street, Suite 600
    Pittsburgh, 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 Whichto be Registered

Class is to be 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-K Form 10-K Form 10-K. o
  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


8Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security
    Holders


23PART IIItem 5.


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


24Item 6.


Selected Financial Data


25Item 7.


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


26Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


82Item 9A.


Controls and Procedures


82Item 9B.


Other Information


82PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


82Item 11.


Executive Compensation


83Item 12.


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


83Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


83Item 14.


Principal Accountant Fees and Services


83PART IVItem 15.


Exhibits and Financial Statement Schedules


83SIGNATURES


84EXHIBIT INDEX


85EX-23.1EX-31.1EX-31.2EX-32.1   i




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##### Table of Contents



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
 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
    Expand
    Our Geographic Footprint
   3




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Increase
    Market Share Across Each of our Capital Markets
    Services
    
    Debt Placement.  Our transaction volume in debt
    placements was approximately $11.8 billion and
    $23.5 billion in 2008 and 2007, respectively. According to
    the Mortgage Bankers Associations Commercial Real
    Estate/Multifamily Finance: Annual Origination Volume
    Summation report, debt issuances in 2007 and 2006 were
    $508 billion and $406 billion, respectively.
    Investment Sales.  In 2008, we completed
    investment sales of approximately $5.5 billion, a decrease
    of approximately 68.1% from the approximately $17.1 billion
    completed in 2007. According to Real Capital Analytics,
    commercial real estate sales volume for office, industrial,
    multifamily and retail properties in the U.S. in 2008 and
    2007 were $141 billion and $502 billion, respectively.
    Structured Finance and Advisory Services.  In
    2008 and 2007, we completed approximately $850 million and
    $2.3 billion, respectively, of structured finance and
    advisory services transactions (which includes 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.
    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, 2008 and 2007, we had $1.5 billion and
    $2.0 billion of active private equity discretionary fund
    transactions on which HFF Securities was engaged and may
    recognize additional future revenue.
    Loan Sales.  Since formalizing our loan sales
    platform in 2004, we have consummated approximately
    $2.4 billion in loan sales transactions, with
    $1.1 billion consummated in 2008 alone. 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 increased approximately 5.6%
    from approximately $23.2 billion at December 31, 2007,
    to over $24.5 billion at December 31, 2008. We have
    approximately 38 formal correspondent lender relationships with
    life insurers. 4




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Continue
    to Capitalize on Cross-Selling Opportunities
      Our
    Services
  Debt
    Placement Services
      Investment
    Sales Services
    Structured
    Finance Services
  and/or and/or and/or
 5




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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
    acquisition, 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
   6




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Regulation
    Rule 15c3-1,
    Seasonality
    Employees
    History
   7




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Available
    Information
  www.hfflp.com 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.
  and/or
 8




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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 2008, approximately 24.7%, 7.1% and 9.9% of our capital
    markets services revenues was derived from transactions
    involving commercial real estate located in Texas, California
    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 the markets for commercial real estate 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. 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, the lack
    of debt
    and/or
    equity for commercial real estate transactions and 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, which could also adversely affect our
    servicing revenue. All of the above could 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
    and/or
    demand for capital from investors for commercial real estate
    investments. For example, beginning in the second half of 2007
    and continuing to the present time, the well-publicized
    disruptions and dislocations in the global credit markets have
    created significant restrictions in the availability of credit.
    In turn, the volume and pace of commercial real estate
    transactions have been significantly reduced during this period
    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 result in a significant
    reduction in the amount of debt and equity capital available in
    the commercial real estate sector.     9




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Our
    business has been, is currently being, 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 continued 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.
    expense-to-operating
 10




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The
    deteriorating business of certain of our clients could adversely
    affect our results of operation and financial
    condition.
    Additional
    indebtedness or an inability to draw on our existing revolving
    credit facility or otherwise obtain indebtedness may make us
    more vulnerable to economic downturns and limit our ability to
    withstand competitive pressures.
    Form 10-K,
 11




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and/or
    
    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 us more vulnerable to economic downturns and may limit
    our ability to withstand competitive pressures;
    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
 12




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The
    current 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
    Our
    business could be hurt if we are unable to retain our business
    philosophy and partnership culture as a result of becoming a
    public company, and efforts to retain our philosophy and culture
    could adversely affect our ability to maintain and grow our
    business.
   13




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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.
  compensation-to-operating
  In the
    event that we experience significant growth in the future, such
    growth may be difficult to sustain and which may place
    significant demands on our administrative, operational and
    financial resources.
     14




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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
    A
    failure to appropriately deal with actual or perceived conflicts
    of interest could adversely affect our businesses.
   15




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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.
    Our
    existing goodwill and other intangible assets could become
    impaired, which may require us to take significant non-cash
    charges.
     16




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Form 10-K.
  Our
    existing deferred tax assets may not be realizable, which may
    require us to take significant non-cash charges.
    and/or
    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.
   17




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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.
    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).
   18




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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.
          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.
   19




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Risks
    Related to Our Class A Common Stock
  Control
    by HFF Holdings of the voting power in HFF, Inc. may give rise
    to conflicts of interests and may prevent new investors from
    influencing significant corporate decisions.
         20




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Our
    Class A common stock may cease to be listed on the New York
    Stock Exchange, which would have an adverse impact on the
    liquidity and market price of our Class A common
    stock.
  trading-day
  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.
    Our
    share price may decline due to the large number of shares
    eligible for future sale and for exchange.
     21




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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.
      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   22




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Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   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
    trading-day
    2008High


Low1st Quarter

$
7.93


$
4.632nd Quarter


7.56



4.913rd Quarter


6.40



3.964th Quarter


4.00



1.68   2007High


Low1st Quarter

$
21.35


$
15.002nd Quarter


18.15



14.373rd Quarter


15.75



9.704th Quarter


12.90



5.66   Form 10-K.
  Holders
    Dividends
     24




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Performance
    Graph
      COMPARISON
    OF 23-MONTH
    CUMULATIVE TOTAL RETURN
    Among HFF, Inc., The S&P 500 Index, and a Peer Group(PERFORMANCE GRAPH)
   1/31/07


3/31/07


6/30/07


9/30/07


12/31/07


3/31/08


6/30/08


9/30/08


12/31/08l
    HFF, Inc.


100.00



80.21



82.94



63.48



41.39



26.79



30.43



21.44



13.10n
    S&P 500 Index


100.00



98.79



104.53



106.15



102.09



91.97



89.00



80.98



62.805 Peer
    Group


100.00



95.33



103.00



86.33



63.04



66.15



54.86



38.96



19.36   Recent
    Sales of Unregistered Securities
    Issuer
    Purchases of Equity Securities
    Item 6.
    Selected
    Financial Data  Form 10-K.
 25




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Form 10-K. Form 10-K Form 10-K.
  For The Year Ended December 31,2008


2007


2006


2005


2004Statement of Income Data:Total revenue

$
131,687


$
255,666


$
229,697


$
205,848


$
143,691Operating expenses


130,401



207,686



175,410



157,759



113,961Operating income


1,286



47,980



54,287



48,089



29,730Interest and other income, net


4,928



6,469



1,139



414



67Interest expense


(20
)


(407
)


(3,541
)


(80
)


(86
)Decrease in payable under the tax receivable agreement


3,862















Income before income taxes and minority interest


10,056



54,042



51,885



48,423



29,711Income taxes(a)


5,043



9,874



332



288



296Income before minority interest


5,013



44,168



51,553



48,135



29,415Minority interest


4,784



29,748











Net income

$
229


$
14,420


$
51,553


$
48,135


$
29,415Less net income earned prior to IPO and reorganization






(1,893
)


(51,553
)


(48,135
)


(29,415
)Income available to common stockholders

$
229


$
12,527


$



$



$
Diluted earnings per common share

$
0.01


$
0.84











Balance Sheet Data:Total assets

$
203,392


$
240,476


$
154,302


$
38,630


$
23,940Long term debt, excluding current portion

$
60


$
111


$
91


$
150


$
193Total liabilities

$
137,766


$
180,648


$
198,620


$
29,521


$
11,568     (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 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   26




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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 and a slow down, a significant downturn
    and/or a
    recession in either the global economy
    and/or the
    domestic economy, including but not limited to even a regional
    economic downturn, could adversely affect our business as is
    currently the case. 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 as is currently the case. 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 as well as 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, all of which would have an adverse effect on our
    business as is currently the case and is expected to continue
    for the foreseeable future.
    Global and domestic credit and liquidity
    issues.  Global and domestic credit and liquidity
    issues have lead to and are expected to continue to lead to an
    economic downturn including but not limited to commercial real
    estate market downturn which have led to a decrease in
    transaction activity and lower values which is expected to
    continue for the foreseeable future. The current situation in
    the global credit markets whereby many world governments
    (including but not limited to 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 taken direct ownership of same is unprecedented in
    the Companys history. Restrictions on the availability of
    capital, both debt
    and/or
    equity, have created significant reductions and could further
    reduce the liquidity in and flow of capital to the commercial
    real estate markets, as is currently the case and is expected to
    continue for the foreseeable future. These restrictions could
    also cause commercial real estate prices to decrease due to the
    reduced amount of equity capital and debt financing available,
    as is currently the case and is expected to continue for the
    foreseeable future. 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 also
    adversely affect our capital markets services revenues including
    our servicing revenue, as is currently the case and is expected
    to continue for the foreseeable future. 27




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
    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
    but not limited to 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 also adversely affect our capital markets
    services revenues including our servicing revenue, as is
    currently the case and is expected to continue for the
    foreseeable future.
    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 $11.8 billion and
    $23.5 billion of debt transaction volume in 2008 and 2007,
    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 unless collectibility of our fees are 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 sale, when such fees are generally
    collected.  Interest on mortgage notes receivable.
  Other. out-of-pocket
  and/or transaction-by-transaction
  Costs
    and Expenses
    Operating
    Expenses:
  Cost of Services.
 29




---



##### Table of Contents



Personnel.
  Stock Based Compensation.
  Occupancy.
  Travel and entertainment.
  Supplies, research and printing.
  Other.
   30




---



##### Table of Contents



Interest
    and Other Income, net:
    Interest
    Expense:
    Decrease
    in Payable Under the Tax Receivable Agreement:
    Income
    Tax Expense:
        and/or
  Minority
    Interest:
   31




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##### Table of Contents



Results
    of Operations
  period-to-period
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  For The Year Ended December 31,2008


2007


Total


Total% of





% of


Dollar


PercentageDollars


Revenue


Dollars


Revenue


Change


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

$
126,076



95.7
%

$
250,576



98.0
%

$
(124,500
)


(49.7
)%Interest on mortgage notes receivable


1,819



1.4
%


1,585



0.6
%


234



14.8
%Other


3,792



2.9
%


3,505



1.4
%


287



8.2
%Total revenues


131,687



100.0
%


255,666



100.0
%


(123,979
)


(48.5
)%Operating expensesCost of services


85,335



64.8
%


148,026



57.9
%


(62,691
)


(42.4
)%Personnel


8,803



6.7
%


17,224



6.7
%


(8,421
)


(48.9
)%Occupancy


7,527



5.7
%


8,009



3.1
%


(482
)


(6.0
)%Travel and entertainment


5,971



4.5
%


6,810



2.7
%


(839
)


(12.3
)%Supplies, research and printing


6,792



5.2
%


8,776



3.4
%


(1,984
)


(22.6
)%Other


15,973



12.1
%


18,841



7.4
%


(2,868
)


(15.2
)%Total operating expenses


130,401



99.0
%


207,686



81.2
%


(77,285
)


(37.2
)%Operating income


1,286



1.0
%


47,980



18.8
%


(46,694
)


(97.3
)%Interest and other income, net


4,928



3.7
%


6,469



2.5
%


(1,541
)


(23.8
)%Interest expense


(20
)


(0.0
)%


(407
)


(0.2
)%


387



(95.1
)%Decrease in payable under the tax receivable agreement


3,862



2.9
%






0.0
%


3,862



NMIncome before taxes and minority interest


10,056



7.6
%


54,042



21.1
%


(43,986
)


(81.4
)%Income tax expense


5,043



3.8
%


9,874



3.9
%


(4,831
)


(48.9
)%Income before minority interest


5,013



3.8
%


44,168



17.3
%


(39,155
)


(88.7
)%Minority interest


4,784



3.6
%


29,748



11.6
%


(24,964
)


(83.9
)%Net income

$
229



0.2
%

$
14,420



5.6
%

$
(14,191
)


(98.4
)%       Revenues.
  
    The revenues we generated from capital markets services for the
    year ended December 31, 2008 decreased $124.5 million,
    or 49.7%, to $126.1 million from $250.6 million for
    the same period in 2007. The decrease is primarily attributable
    to decreased production. 32




---



##### Table of Contents




    The revenues derived from interest on mortgage notes was
    $1.8 million for the year ended December 31, 2008
    compared to $1.6 million for the same period in 2007, an
    increase of $0.2 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, 2008, compared
    to the same period in 2007.
    The other revenues we earned, which include expense
    reimbursements from clients related to
    out-of-pocket
    costs incurred, were $3.8 million for the year ended
    December 31, 2008 compared to $3.5 million for the
    same period in 2007, an increase of $0.3 million, or 8.2%.
    Other revenues increased primarily as a result of an increased
    effort to recoup out of pocket costs especially during the
    slowdown in the economy.  Total Operating Expenses.
  
    The costs of services for the year ended December 31, 2008
    decreased $62.7 million, or 42.4%, to $85.3 million
    from $148.0 million for the same period in 2007. 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 and other revenues
    were approximately 65.7% and 58.3% for the years ended
    December 31, 2008 and December 31, 2007, respectively.
    This percentage increase in 2008 is primarily attributable to
    the fixed portion of cost of services, such as salaries for our
    analysts and fringe benefit costs being spread over a lower
    revenue base.
    Personnel expenses that are not directly attributable to
    providing services to our clients for the year ended
    December 31, 2008 decreased $8.4 million, or 48.9%, to
    $8.8 million from $17.2 million for the same period in
    2007. The decrease is primarily related to a decrease in profit
    participation expense resulting from the lower operating income
    during the year ended December 31, 2008. This decrease was
    slightly offset by increased salaries of $0.6 million
    during the year ended December 31, 2008 as compared to the
    same period in the prior year.
    The stock compensation cost, included in personnel expenses,
    that has been charged against income for the year ended
    December 31, 2008, was $0.9 million as compared to
    $0.8 million for the same period in 2007. At
    December 31, 2008, there was approximately
    $1.4 million of unrecognized compensation cost related to
    share based awards. The weighted average remaining contractual
    term of the nonvested restricted stock units is two years as of
    December 31, 2008. The weighted average remaining
    contractual term of the nonvested options is 11 years as of
    December 31, 2008.
    Occupancy, travel and entertainment, and supplies, research and
    printing expenses for the year ended December 31, 2008
    decreased $3.3 million, or 14.0%, to $20.3 million
    compared to the same period in 2007. This decrease is primarily
    due to decreased supplies, research and printing expenses as
    well as lower travel and entertainment costs stemming from the
    decrease in capital markets services revenues.
    Other expenses, including costs for insurance, professional
    fees, depreciation and amortization, interest on our warehouse
    line of credit and other operating expenses, were
    $16.0 million in the year ended December 31, 2008, a
    decrease of $2.9 million, or 15.2%, versus
    $18.8 million in the year ended December 31, 2007.
    This decrease is primarily related to decreases in professional
    fees and marketing expenses. The Company experienced higher
    professional fees of approximately $1.2 million during the
    year ended December 31, 2007 primarily as a consequence of
    fees related to the Companys initial public offering and
    initial compliance with the requirements of Section 404 of
    the Sarbanes-Oxley Act, that were incurred during this period.
    Marketing expenses decreased $1.0 million in 2008 due to a
    decrease in corporate and local advertising and
    corporate-sponsored events.  Operating income.
 33




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##### Table of Contents



Interest and other income, net.
  Net Income.
  
    The interest expense we incurred during the year ended
    December 31, 2008 totaled $20,000, compared to $407,000 of
    similar expenses incurred in the year ended December 31,
    2007. This decrease resulted from interest expense in the amount
    of $0.4 million on a Credit Agreement with Bank of America
    in January 2007. The outstanding balance of $56.3 million
    under this Credit Agreement was paid off with the proceeds from
    the initial public offering and we contemporaneously entered
    into an Amended Credit Agreement with Bank of America providing
    for our current $40.0 million line of credit. We have not
    drawn on our current line of credit since entering into the
    Amended Credit Agreement in February 2007.
    The decrease in the payable under the tax receivable agreement
    of $3.9 million 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 $4.6 million.
    Income tax expense was approximately $5.0 million for the
    year ended December 31, 2008, a decrease of
    $4.8 million from $9.9 million in the year ended
    December 31, 2007. This decrease is primarily due to the
    decrease in net operating income experienced during the year
    ended December 31, 2008 compared to the same period in the
    prior year. During the year ended December 31, 2008, the
    Company recorded a current income tax benefit of
    $2.5 million which was offset by deferred income tax
    expense of $7.6 million, primarily relating to the
    amortization of the
    step-up in
    basis from the Operating Partnerships election under
    section 754 of the Internal Revenue Code of 1986, as amended,
    and a change in the rates used to measure the Companys
    deferred tax assets. 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, 2007, the Company recorded
    current income tax expense of $3.7 million and deferred
    income tax expense of $6.2 million.
    Minority interest equaled $4.8 million in the year ended
    December 31, 2008, representing the minority interest
    relating to the ownership interest of HFF Holdings in the
    Operating Partnerships, a decrease of $25.0 million from
    the same period of the prior year. This decrease is due to lower
    income realized by the Operating Partnerships in 2008. 34




---



##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  For The Year Ended December 31,2007


2006


Total


Total% of





% of


Dollar


PercentageDollars


Revenue


Dollars


Revenue


Change


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

$
250,576



98.0
%

$
225,242



98.1
%

$
25,334



11.2
%Interest on mortgage notes receivable


1,585



0.6
%


1,354



0.5
%


231



17.1
%Other


3,505



1.4
%


3,101



1.4
%


404



13.0
%Total revenues


255,666



100
%


229,697



100
%


25,969



11.3
%Operating expensesCost of services


148,026



57.9
%


130,708



56.9
%


17,318



13.2
%Personnel


17,224



6.7
%


13,471



5.9
%


3,753



27.9
%Occupancy


8,009



3.1
%


6,319



2.8
%


1,690



26.7
%Travel and entertainment


6,810



2.7
%


5,789



2.5
%


1,021



17.6
%Supplies, research and printing


8,776



3.4
%


6,463



2.8
%


2,313



35.8
%Other


18,841



7.4
%


12,660



5.5
%


6,181



48.8
%Total operating expenses


207,686



81.2
%


175,410



76.4
%


32,276



18.4
%Operating income


47,980



18.8
%


54,287



23.6
%


(6,307
)


(11.6
)%Interest and other income, net


6,469



2.5
%


1,139



0.5
%


5,330



468.0
%Interest expense


(407
)


(0.2
)%


(3,541
)


1.5
%


(3,134
)


(88.5
)%Income before taxes and minority interest


54,042



21.1
%


51,885



22.6
%


2,157



4.2
%Income tax expense


9,874



3.9
%


332



0.1
%


9,542



N/MIncome before minority interest


44,168



17.3
%


51,553



22.4
%


(7,385
)


(14.3
)%Minority interest


29,748



11.6
%






0.0
%


29,748



N/MNet income

$
14,420



5.6
%

$
51,553



22.4
%

$
(37,133
)


(72.0
)%       Revenues.
  
    The revenues we generated from capital markets services for the
    year ended December 31, 2007 increased $25.3 million,
    or 11.2%, to $250.6 million from $225.2 million for
    the same period in 2006. The increase is primarily attributable
    to increased production.
    The revenues derived from interest on mortgage notes was
    $1.6 million for the year ended December 31, 2007
    compared to $1.4 million for the same period in 2006, an
    increase of $0.2 million. The increase is due to an
    increase in the number of loans originated and increased average
    loan values during the year ended December 31, 2007,
    compared to the same period in 2006.
    The other revenues we earned were $3.5 million for the year
    ended December 31, 2007 compared to $3.1 million for
    the same period in 2006, an increase of $0.4 million, or
    13.0%. Other revenues increased primarily as a result of expense
    reimbursements on a larger number of transactions with expense
    reimbursement compared to the number of transactions with
    expense reimbursement in 2006. 35




---



##### Table of Contents



Total Operating Expenses.
  
    The costs of services for the year ended December 31, 2007
    increased $17.3 million, or 13.2%, to $148.0 million
    from $130.7 million for the same period in 2006. The
    increase is most significantly a result of commissions on
    increased capital markets services provided for clients.
    Personnel expenses that are not directly attributable to
    providing services to our clients for the year ended
    December 31, 2007 increased $3.7 million, or 27.9%, to
    $17.2 million from $13.5 million for the same period
    in 2006. The increase is primarily related to higher profit
    participation and other bonus payouts in 2007 as well as
    increased headcount.
    The stock compensation cost, included in personnel expenses,
    that has been charged against income for the year ended
    December 31, 2007, was $0.8 million. At
    December 31, 2007, there was approximately
    $2.1 million of unrecognized compensation cost related to
    share based awards. The weighted average remaining contractual
    term of the nonvested restricted stock units is 3 years as
    of December 31, 2007. The weighted average remaining
    contractual term of the nonvested options is 12 years as of
    December 31, 2007.
    Occupancy, travel and entertainment, and supplies, research and
    printing expenses for the year ended December 31, 2007
    increased $5.0 million, or 27.1%, to $23.6 million
    compared to the same period in 2006. These increases are
    primarily due to increased business activity, and additional
    space occupied, higher rents and new office space.
    Other expenses, including costs for insurance, professional
    fees, depreciation and amortization, interest on our warehouse
    line of credit and other operating expenses, were
    $18.8 million in the year ended December 31, 2007, an
    increase of $6.1 million, or 48.8%, versus
    $12.7 million in the year ended December 31, 2006.
    This increase is primarily related to costs associated with
    increased professional fees in relation to the Reorganization
    Transactions, increased amortization on intangible assets and
    increased insurance costs.  Operating income.
  Interest and other income, net.
  Net Income.
  
    Our income tax expense increased $9.5 million, or 2,874.1%,
    to $9.9 million in 2007 compared with $0.3 million in
    2006. This increase was principally the result of changes in our
    tax treatment following the Reorganization Transactions.
    Minority interest equaled $29.7 million in the year ended
    December 31, 2007, representing the minority interest
    relating to the ownership interest of HFF Holdings in the
    Operating Partnerships. We did not record any minority interest
    prior to the Reorganization Transactions, including in the year
    ended December 31, 2006.   36




---



##### Table of Contents



Financial
    Condition
    
    A decrease of $7.6 million in our deferred tax assets
    primarily as a result of the amortization of the
    step-up in
    basis from the Section 754 election.
    A decrease in cash and cash equivalents to $37.0 million at
    December 31, 2008 compared to $43.7 million at
    December 31, 2007.
    A decrease in mortgage notes receivable to $16.3 million at
    December 31, 2008 from $41.0 million at
    December 31, 2007 due to the timing of sales of loans to
    Freddie Mac.    
    A decrease in the payable under the tax receivable agreement of
    $3.9 million, representing 85% of the decrease in our
    deferred tax assets, which decreased due to a change in the tax
    rate used to measure our deferred tax assets. Also, in
    conjunction with the filing of the Companys 2007 federal
    and state tax returns, the benefit for 2007 relating to the
    Section 754 basis
    step-up was
    finalized resulting in $6.2 million in tax benefits in
    2007. As such, during August 2008, the Company paid
    $5.3 million to HFF Holdings under this tax receivable
    agreement.
    A reduction in the warehouse line of credit of
    $24.7 million due to the timing of the sale of loans to
    Freddie Mac and the corresponding draws on the line of credit.
    A decrease in accrued compensation and related taxes of
    $7.6 million due to payment of year end bonus accruals and
    a lower profit participation accrual at December 31, 2008
    as compared to December 31, 2007.    Cash
    Flows
    2008
    2007
   37




---



##### Table of Contents



Liquidity
    and Capital Resources
           38




---



##### Table of Contents



and/or
    transaction-by-transaction
   39




---



##### Table of Contents



Critical
    Accounting Policies; Use of Estimates
  and/or and/or and/or
  Goodwill. Goodwill and Other Intangible Assets,
  Intangible Assets.
 40




---



##### Table of Contents



Accounting for Servicing of
    Financial Assets  an amendment of FASB Statement
    No. 140
  Income
    Taxes.
    and/or
   41




---



##### Table of Contents



Leases.
  Leases.
  Stock
    Based Compensation
    Certain
    Information Concerning Off-Balance Sheet Arrangements
   42




---



##### Table of Contents



Contractual
    and Other Cash Obligations
    Payments Due by PeriodLess Than


1-3


3-5


More ThanTotal


1 Year


Years


Years


5 YearsLong-term debt

$



$



$



$



$
Warehouse line of credit


16,300



16,300











Capital lease obligations


151



91



60







Operating lease obligations


20,740



4,327



7,399



5,353



3,661Purchase obligations


















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


83







83







Total contractual obligations

$
37,274


$
20,718


$
7,542


$
5,353


$
3,661     (1)
    
    From time to time we enter into employment agreements with our
    transaction professionals. Some of these agreements 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. At December 31,
    2008, $0.1 million has been accrued for these employment
    agreements. If the employment conditions are achieved during the
    employment contract terms, a total of $0.8 million would be
    due over the next three years. Since these are conditional
    commitments, we are unable to determine if the amounts will
    ultimately be paid.    Seasonality
  quarter-by-quarter
  Effect of
    Inflation and/or Deflation
  and/or
 43




---



##### Table of Contents



and/or
  Recent
    Accounting Pronouncements
  The
    Hierarchy of Generally Accepted Accounting Principles
    (SFAS 162
  FAS No. 142-3, Determination of the Useful Life of Intangible Assets (FSP
    FAS 142-3) FAS 142-3 FAS 142-3
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51.
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115. Disclosures
    About Fair Value of Financial Instruments Fair Value Measurements,
  Fair Value Measurements.
 44




---



##### Table of Contents




    level 1:  Quoted market prices for
    identical assets or liabilities in active markets;
    level 2:  Observable market-based inputs
    or unobservable inputs corroborated by market data; and
    level 3:  Unobservable inputs that are not
    corroborated by market data.    Disclosures
    about Fair Value of Financial Instruments
  FAS No. 157-2 FAS 157-2, FAS 157-2.
  FAS No. 157-3 FAS 157-3
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   45




---



##### 



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


47Report of Independent Registered Public
    Accounting Firm on Consolidated Financial Statements


48Report of Independent Registered Public
    Accounting Firm on Effectiveness of Internal Control over
    Financial Reporting


49Consolidated Balance Sheets as of
    December 31, 2008 and 2007


50Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


51Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008, 2007 and
    2006


52Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


53Notes to Consolidated Financial Statements


54   46




---



##### Table of Contents



Managements
    Report on Effectiveness of Internal Control Over Financial
    Reporting  Rule 13a-15(f)
       Dated: March 13, 2009

/s/  John
    H. Pelusi, Jr.John
    H. Pelusi, Jr.
    Chief Executive OfficerDated: March 13, 2009

/s/  Gregory
    R. ConleyGregory
    R. Conley
    Chief Financial Officer  47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Consolidated
    Financial Statements             
    48




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Effectiveness
    of Internal Control Over Financial Reporting                 
    49




---



##### Table of Contents



HFF,
    Inc.
  Consolidated
    Balance Sheets
  December 312008


2007(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
37,028


$
43,739Restricted cash (Note 7)


190



370Accounts receivable


985



1,496Receivable from affiliate (Note 18)






1,210Mortgage notes receivable (Note 8)


16,300



41,000Prepaid taxes


5,569



1,883Prepaid expenses and other current assets


2,038



2,153Deferred tax asset, net


320



344Total current assets


62,430



92,195Property and equipment, net (Note 4)


5,294



6,789Deferred tax asset


123,848



131,408Goodwill


3,712



3,712Intangible assets, net (Note 5)


7,649



5,769Other noncurrent assets


459



603Total assets

$
203,392


$
240,476LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 7)

$
91


$
78Warehouse line of credit (Note 8)


16,300



41,000Accrued compensation and related taxes


5,321



12,952Accounts payable


495



1,946Payable to affiliate (Note 18)


92



Other current liabilities


3,207



2,481Total current liabilities


25,506



58,457Deferred rent credit


3,793



4,600Payable under the tax receivable agreement (Note 13)


108,287



117,406Other long-term liabilities


120



74Long-term debt, less current portion (Note 7)


60



111Total liabilities


137,766



180,648Minority interest


26,500



21,784Stockholders equity:Class A common stock, par value $0.01 per share,
    175,000,000 shares authorized, 16,446,480 and
    16,445,000 shares outstanding, respectively


164



164Class B common stock, par value $0.01 per share,
    1 share authorized and outstanding






Additional
    paid-in-capital


26,206



25,353Retained earnings


12,756



12,527Total stockholders equity


39,126



38,044Total liabilities and stockholders equity

$
203,392


$
240,476    50




---



##### Table of Contents



HFF,
    Inc.
  Consolidated
    Statements of Income
  Years Ending December 31,2008


2007


2006(Dollars in thousands)RevenuesCapital markets services revenue

$
126,076


$
250,576


$
225,242Interest on mortgage notes receivable


1,819



1,585



1,354Other


3,792



3,505



3,101131,687



255,666



229,697ExpensesCost of services


85,335



148,026



130,708Personnel


8,803



17,224



13,471Occupancy


7,527



8,009



6,319Travel and entertainment


5,971



6,810



5,789Supplies, research, and printing


6,792



8,776



6,463Insurance


2,049



1,900



1,457Professional fees


4,359



5,576



2,023Depreciation and amortization


3,475



3,861



2,806Interest on warehouse line of credit


1,547



1,680



1,375Other operating


4,543



5,824



4,999130,401



207,686



175,410Operating income


1,286



47,980



54,287Interest and other income, net


4,928



6,469



1,139Interest expense


(20
)


(407
)


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


3,862







Income before taxes and minority interest


10,056



54,042



51,885Income tax expense


5,043



9,874



332Income before minority interest


5,013



44,168



51,553Minority interest


4,784



29,748



Net income

$
229


$
14,420


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






(1,893
)


(51,553
)Income available to common stockholders

$
229


$
12,527


$
Earnings per share of Class A common stockBasic

$
0.01


$
.84Weighted average shares outstanding for basic income per share


16,472,141



14,968,389Diluted

$
0.01


$
.84Weighted average shares outstanding for diluted income per share


16,472,141



14,968,389    51




---



##### Table of Contents



HFF,
    Inc.
  Consolidated
    Statements of Stockholders Equity/Partners Capital
    (Deficiency)
  AdditionalCommon Stock


Partners


Paid in


RetainedShares


Amount


Capital


Capital


Earnings


TotalStockholders equity/partners capital,
    December 31, 2005





$



$
9,109


$



$



$
9,109Issuance of class A common stock


1



















Net income










51,553











51,553Distributions










(104,980
)










(104,980
)Stockholders equity/partners capital (deficiency),
    December 31, 2006


1


$



$
(44,318
)

$



$



$
(44,318
)Net income for the period January 1 to January 30, 2007










1,893











1,893Distributions










(5,299
)










(5,299
)Repurchase of Class A common stock


(1
)


















Net proceeds received from the issuance of 16,445,000
    Class A common stock in the initial public offering (IPO),
    less the utilization of net IPO proceeds for the repayment
    of the bank term debt and the purchase of HFF Holdings interest
    in Holliday GP and 45% of HFF Holdings interest in the
    Operating Partnerships resulting in the elimination of
    partners capital and the recording of minority interest to
    effectuate the reorganization, as more fully described in
    Note 1


16,445,000



164



47,724



3,997







51,885Record the adjustment to give effect to the tax receivable
    agreement with HFF Holding as more fully discussed in
    Note 12














20,716







20,716Stock compensation and other, net














640







640Net income for the period January 31 to December 31, 2007


















12,527



12,527Stockholders equity/partners capital (deficiency),
    December 31, 2007


16,445,000


$
164


$



$
25,353


$
12,527


$
38,044Issuance of Class A common stock


1,480



















Stock compensation and other, net














853







853Net income


















229



229Stockholders equity/partners capital (deficiency),
    December 31, 2008


16,446,480


$
164


$



$
26,206


$
12,756


$
39,126    52




---



##### Table of Contents



HFF,
    Inc.
  Consolidated
    Statements of Cash Flows
  Year Ended December 312008


2007


2006(Dollars in thousands)Operating activitiesNet income

$
229


$
14,420


$
51,553Adjustments to reconcile net income to net cash provided by
    operating activities:Minority interest


4,784



29,748



Stock based compensation


876



813



Amortization of investment security discounts


(93
)






Deferred income taxes


7,567



6,189



Payable under the tax receivable agreement


(3,862
)






Depreciation and amortization:Property and equipment


1,602



2,304



1,728Intangibles


1,873



1,557



1,078(Gain) loss on sale or disposition or impairment of assets


(1,870
)


(343
)


Mortgage service rights assumed


(1,774
)


(3,637
)


(507
)Increase (decrease) in cash from changes in:Restricted cash


180



2,070



(2,051
)Accounts receivable


511



1,012



(1,587
)Payable to/(receivable from) affiliate


1,302



2,381



(2,535
)Payable under the tax receivable agreement


(5,257
)






Deferred taxes, net


(6
)


182



Mortgage notes receivable


24,700



84,700



(111,000
)Net borrowings on warehouse line of credit


(24,700
)


(84,700
)


111,000Prepaid taxes, prepaid expenses and other current assets


(3,571
)


497



(2,862
)Other noncurrent assets


144



125



40Accrued compensation and related taxes


(7,631
)


2,116



36Accounts payable


(1,451
)


1,090



526Other accrued liabilities


726



319



1,257Other long-term liabilities


(642
)


2,092



290Net cash (used in) provided by operating activities


(6,363
)


62,935



46,966Investing activitiesPurchases of property and equipment


(183
)


(4,315
)


(2,624
)Non-compete agreement


(100
)






Purchases of investments


(9,907
)






Proceeds from maturities of investments


10,000







Net cash used in investing activities


(190
)


(4,315
)


(2,624
)Financing activitiesBorrowings on long-term debt










60,000Payments on long-term debt


(90
)


(56,398
)


(3,878
)Issuance of common stock






272,118



Purchase of ownership interests in operating partnerships






(215,931
)


Deferred financing costs






(276
)


(975
)Distributions to members and minority interest holder


(68
)


(17,739
)


(104,980
)Net cash (used in) provided by financing activities


(158
)


(18,226
)


(49,833
)Net (decrease) increase in cash


(6,711
)


40,394



(5,491
)Cash and cash equivalents, beginning of period


43,739



3,345



8,836Cash and cash equivalents, end of period

$
37,028


$
43,739


$
3,345Supplemental disclosure of cash flow informationCash paid for income taxes

$
1,452


$
4,090


$
362Cash paid for interest

$
1,624


$
2,528


$
4,442Supplemental disclosure of non-cash financing activitiesProperty acquired under capital leases

$
52


$
103


$
90    53




---



##### Table of Contents



HFF,
    Inc.
  Notes
    to Consolidated Financial Statements
  1.
    Organization
    and Basis of Presentation  Organization
  and/or and/or
  Business Combinations,
    Initial
    Public Offering and Reorganization
  Form S-1 Form S-1
     54




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        see Notes 14 and 15 see Note 16
  Basis
    of Presentation
       55




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Reclassifications
    2.
    Summary
    of Significant Accounting Policies  Consolidation
  Consolidation of
    Variable Interest Entities (revised December 2003) 
    an interpretation of ARB No. 51 (Issued 12/03) 04-5, Determining Whether a General Partner, or General Partners as
    a Group, Controls a Limited Partnership or Similar Entity When
    the Limited Partners Have Certain Rights
    Concentrations
    of Credit Risk
  and/or
  Cash
    and Cash Equivalents
    Revenue
    Recognition
  and/or case-by-case
 56




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    EITF 01-14, Income Statement Characterization of Reimbursements Received
    for Out-of-Pocket Expenses Incurred,
  Mortgage
    Notes Receivable
  ®
  Accounting for
    Certain Mortgage Banking Activities
  see
    Note 8
  Advertising
    Property
    and Equipment
  Accounting
    Changes and Error Corrections,
   57




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Leases
  Accounting for Leases
  Computer
    Software Costs
  98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
  Goodwill
  see Note 1 Goodwill and Other
    Intangible Assets
  Prepaid
    Compensation Under Employment Agreements
  sign-up sign-up
  Producer
    Draws
   58




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets
      Accounting for Servicing of
    Financial Assets  an amendment of FASB Statement
    No. 140
 59




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    35-month
        Earnings
    Per Share
  see Note 16
  Stock
    Based Compensation
   60




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes
          Cost
    of Services
    Segment
    Reporting
   61




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Use of
    Estimates
    Recent
    Accounting Pronouncements
  The
    Hierarchy of Generally Accepted Accounting Principles
    (SFAS 162
  FAS No. 142-3, Determination of the Useful Life of Intangible Assets (FSP
    FAS 142-3) FAS 142-3 FAS 142-3
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51.
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115. Disclosures
    About Fair Value of Financial Instruments Fair Value Measurements,
  Fair Value Measurements
 62




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        
    level 1:Quoted market prices for
    identical assets or liabilities in active markets;
    level 2:Observable market-based inputs
    or unobservable inputs corroborated by market data; and
    level 3:Unobservable inputs that are not
    corroborated by market data.      FAS No. 157-2 FAS 157-2, FAS 157-2.
  FAS No. 157-3 FAS 157-3
  3.
    Stock
    Compensation   63




---



##### Table of Contents



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


0.0
%Expected volatility


51.7
%Risk-free interest rate


4.3
%Expected life (in years)


6.5   WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions


Price


Term


ValueBalance at January 1, 2007













$
Granted


23,177


$
17.73



13.0 years



228Exercised














Forfeited or expired














Balance at December 31, 2007


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


$
248  64




---



##### Table of Contents



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


PriceNonvested at January 1, 2007





$
Granted


23,177



17.73Vested






Forfeited or expired






Nonvested at December 31, 2007


23,177


$
17.73Granted


4,867



6.93Vested






Forfeited or expired






Nonvested at December 31, 2008


28,044


$
15.85       RestrictedStockUnitsBalance at January 1, 2007


Granted


148,612Converted to common stock


Forfeited or expired


Vested


(11,110
)Balance at December 31, 2007


137,502Granted


38,100Converted to common stock


(1,480
)Forfeited or expired


Vested


(38,100
)Balance at December 31, 2008


136,022      65




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Property
    and Equipment    December 312008


2007Furniture and equipment

$
3,419


$
3,314Computer equipment


1,022



1,147Capitalized software costs


516



717Leasehold improvements


6,030



6,038Subtotal


10,987



11,216Less accumulated depreciation and amortization


(5,693
)


(4,427
)$
5,294


$
6,789     5.
    Intangible
    Assets    December 31, 2008


December 31, 2007Gross








GrossCarrying


Accumulated


Net Book


Carrying


Accumulated


Net BookAmount


Amortization


Value


Amount


Amortization


ValueAmortizable intangible assets:Mortgage servicing rights

$
9,716


$
(2,405
)

$
7,311


$
6,085


$
(742
)

$
5,343Deferred financing costs


523



(353
)


170



523



(197
)


326Non-compete agreement


100



(32
)


68











Unamortizable intangible assets:FINRA license


100







100



100







100Total intangible assets

$
10,439


$
(2,790
)

$
7,649


$
6,708


$
(939
)

$
5,769        66




---



##### Table of Contents



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

12/31/07


Capitalized


Amortized


Impairment


12/31/08


12/31/08Freddie Mac

$
2,183


$
1,879


$
(796
)

$



$
3,266


$
3,805CMBS


2,414



846



(399
)






2,861



3,175Life company  limited


112



152



(71
)






193



247Life company


634



776



(419
)






991



1,218Total

$
5,343


$
3,653


$
(1,685
)

$



$
7,311


$
8,445   FV atCategory

12/31/06


Capitalized


Amortized


Impairment


12/31/07


12/31/07Freddie Mac

$
600


$
1,800


$
(217
)

$



$
2,183


$
3,001CMBS






2,677



(263
)






2,414



2,867Life company  limited






126



(14
)






112



161Life company


1,790



834



(897
)


(1,093
)


634



701Total

$
2,390


$
5,437


$
(1,391
)

$
(1,093
)

$
5,343


$
6,730    67




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          2009

$
1,8872010


1,4602011


1,0152012


8062013


759     6.
    Fair
    Value Measurement     68




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Long-Term
    Debt and Capital Lease Obligations    December 312008


2007Bank term note payable

$



$
Capital lease obligations


151



189Total long-term debt and capital leases


151



189Less current maturities


91



78Long-term debt and capital leases

$
60


$
111   (a)
    The
    Credit Agreement    30-day
   69




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  and/or
  (b)
    Letters
    of Credit and Capital Lease Obligation      2009

$
912010


542011


6$
151   8.
    Warehouse
    Line of Credit  ® transaction-by-transaction 30-day
  9.
    Lease
    Commitments   70




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2009

$
4,3272010


3,9752011


3,4242012


3,2252013


2,128Thereafter


3,661$
20,740         10.
    Retirement
    Plan    11.
    Servicing      12.
    Legal
    Proceedings  Accounting
    for Contingencies
 71




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    13.
    Income
    Taxes    Current


Deferred


TotalYear Ended December 31, 2008:Federal

$
(2,086
)

$
6,696


$
4,610State


(438
)


871



433$
(2,524
)

$
7,567


$
5,043   Current


Deferred


TotalYear Ended December 31, 2007:Federal

$
2,117


$
5,399


$
7,516State


1,568



790



2,358$
3,685


$
6,189


$
9,874     Dec. 31, 2008


Dec. 31, 2007Pre-tax book income

$
10,056


$
54,042Less: income earned prior to IPO and Reorganization Transactions






(1,893
)Less: pre-tax income allocated to minority interest holder


(4,729
)


(30,350
)Pre-tax book income after minority interest

$
5,327


$
21,799   December 31,2008


2007Income Tax expense




Rate





RateTaxes computed at federal rate

$
1,811



34.0
%

$
7,412



34.0
%State and local taxes, net of federal tax benefit


223



4.2
%


2,182



10.0
%Effect of deferred tax rate change


4,879



91.6
%






0.0
%Effect of change in valuation allowance


(678
)


(12.7
)%






0.0
%Change in income tax benefit payable to stockholder


(1,492
)


(28.0
)%






0.0
%Meals and entertainment


201



3.8
%


213



1.0
%Other


53



1.0
%


36



0.2
%Adjustment to prior years taxes


46



0.8
%


31



0.1
%$
5,043



94.7
%

$
9,874



45.3
%    72




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007Deferred income tax assets:Section 754 election tax basis
    step-up

$
136,478


$
150,007Tenant improvements


557



405Net operating loss carryforward


3,897



Restricted stock units


408



204Compensation


267



293Goodwill






27Other


7



34141,614



150,970Less: valuation allowance


(15,730
)


(18,177
)Deferred income tax asset


125,884



132,793Deferred income tax liabilities:Goodwill


(126
)


Servicing rights


(1,220
)


(830
)Deferred rent


(370
)


(211
)Deferred income tax liability


(1,716
)


(1,041
)Net deferred income tax asset (liability)

$
124,168


$
131,752        73




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Tax
    Receivable Agreement
    No. 94-10 (EITF 94-10),
     74




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  step-up
  14.
    Supplemental
    Statements of Income   75




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  HFF,
    Inc.
  Consolidated
    Operating Results
  Period


Period


Period


Three


Three


Three


Three1/1/07


1/31/07


2/22/07


Months


Months


Months


Months


Yearthrough


through


through


Ended


Ended


Ended


Ended


Ended1/30/07


2/21/07


3/31/07


3/31/07


6/30/07


9/30/07


12/31/07


12/31/07(Dollars in thousands, except per share data)Revenue

$
17,467


$
12,308


$
25,770


$
55,545


$
79,786


$
68,029


$
52,306


$
255,666Operating expenses:Cost of services


10,817



8,160



14,560



33,537



44,151



39,166



31,172



148,026Operating, administrative and other


4,427



2,663



6,184



13,274



15,378



14,270



12,877



55,799Depreciation and amortization


358



273



389



1,020



878



993



970



3,861Total Expenses


15,602



11,096



21,133



47,831



60,407



54,429



45,019



207,686Operating income


1,865



1,212



4,637



7,714



19,379



13,600



7,287



47,980Interest and other income, net


401



169



352



922



994



2,170



2,383



6,469Interest expense


(373
)


(14
)


(7
)


(394
)


(6
)


(4
)


(3
)


(407
)Income before income taxes and minority interest


1,893



1,367



4,982



8,242



20,367



15,766



9,667



54,042Provision for income taxes






151



945



1,096



3,796



2,947



2,035



9,874Income before minority interest


1,893



1,216



4,037



7,146



16,571



12,819



7,632



44,168Minority interest






1,029



2,879



3,908



11,513



8,808



5,519



29,748Net income

$
1,893


$
187


$
1,158


$
3,238


$
5,058


$
4,011


$
2,113


$
14,420Less net income earned prior to IPO and reorganization


(1,893
)










(1,893
)














(1,893
)Income available to common stockholders

$



$
187


$
1,158


$
1,345


$
5,058


$
4,011


$
2,113


$
12,527Net income per share  basic













$
0.13


$
0.31


$
0.24


$
0.13


$
0.84Net income per share  diluted













$
0.13


$
0.31


$
0.24


$
0.13


$
0.84   15.
    Minority
    Interest   76




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##### Table of Contents



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


Three


Three


ThreeMonths


Months


Months


Months


YearEnded


Ended


Ended


Ended


Ended3/31/08


6/30/08


9/30/08


12/31/08


12/31/08Net (loss) income from operating partnerships

$
(177
)

$
5,265


$
2,413


$
1,148


$
8,649Minority interest ownership percentage


55.31
%


55.31
%


55.31
%


55.31
%Minority interest

$
(98
)

$
2,912


$
1,335


$
635


$
4,784   Period








Three


Three


Three


Three1/1/07


Period


Period


Months


Months


Months


Months


Yearthrough


1/31/07


2/22/07


Ended


Ended


Ended


Ended


Ended1/30/07


through 2/21/07


through 3/31/07


3/31/07


6/30/07


9/30/07


12/31/07


12/31/07Net income from operating partnerships

$
1,922


$
1,683


$
5,206


$
8,811


$
20,814


$
15,925


$
9,979


$
55,529Minority interest ownership percentage






61.14
%


55.31
%






55.31
%


55.31
%


55.31
%Minority interest





$
1,029


$
2,879


$
3,908


$
11,513


$
8,808


$
5,519


$
29,748     Number of


Percentage ofAdditional


HFFShares


Holdingsof Class A


PartnershipCommon


Units in theStock Expected


Operatingto


PartnershipsBecome


BecomingAvailable


EligibleExchangeability Date:

for Exchange


for ExchangeJanuary 31, 2009


5,088,750



25
%January 31, 2010


5,088,750



25
%January 31, 2011


5,088,750



25
%January 31, 2012


5,088,750



25
%Total


20,355,000



100
%    77




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##### Table of Contents



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


YearEnded


EndedDecember 31,


December 31,2008


2007Net Income

$
229


$
14,420Net income available for Class A common stockholders

$
229


$
12,527Weighted Average Shares Outstanding:Basic


16,472,141



14,968,389Diluted


16,472,141



14,968,389     Basic
    Net Income per Share
  Numerator
  Denominator
  Diluted
    Net Income per Share
  Numerator
  Denominator
  78




---



##### 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 31,2008


2008


2007


2007Basic Earnings Per Share of Class A Common StockNumerator:Net (loss) income attributable to Class A common
    stockholders

$
(201
)

$
229


$
2,113


$
12,527Denominator:Weighted average number of shares of Class A common stock
    outstanding


16,494,210



16,472,141



16,456,110



14,968,389Basic net income per share of Class A common stock

$
(0.01
)

$
0.01


$
0.13


$
0.84Diluted Earnings Per Share of Class A Common StockNumerator:Net (loss) income attributable to Class A common
    stockholders

$
(201
)

$
229


$
2,113


$
12,527Add  dilutive effect of:Income allocated to minority interest holder upon assumed
    exercise of exchange right














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


16,494,210



16,472,141



16,456,110



14,968,389Add  dilutive effect of:Unvested restricted stock units














Stock options














Minority interest holder exchange right














Weighted average common shares outstanding  diluted


16,494,210



16,472,141



16,456,110



14,968,389Diluted earnings per share of Class A common stock

$
(0.01
)

$
0.01


$
0.13


$
0.84   17.
    Concentrations   79




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  18.
    Related
    Party Transactions        19.
    Commitments
    and Contingencies     80




---



##### Table of Contents



HFF,
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  20.
    Selected
    Quarterly Financial Data (unaudited)    Quarter Ended2008

March 31


June 30


September 30


December 31Net revenue

$
32,180


$
43,589


$
31,034


$
24,884Operating (loss) income


(1,538
)


3,426



(98
)


(504
)Interest and other income, net


1,006



920



1,849



1,153Decrease in payable under the tax receivable agreement(1)


3,580







282



(Loss) income available to common stockholders


(963
)


1,068



325



(201
)Per share data(2)Basic earnings per share

$
(0.06
)

$
0.06


$
0.02


$
(0.01
)Diluted earnings per share

$
(0.06
)

$
0.06


$
0.02


$
(0.01
)   Quarter Ended2007

March 31


June 30


September 30


December 31Net revenue

$
55,545


$
79,786


$
68,029


$
52,306Operating income


7,714



19,379



13,600



7,287Interest and other income, net


922



994



2,170



2,383
(3)Net income


3,238



5,058



4,011



2,113Income available to common stockholders


1,345



5,058



4,011



2,113Per share data(2)Basic earnings per share

$
0.13


$
0.31


$
0.24


$
0.13Diluted earnings per share

$
0.13


$
0.31


$
0.24


$
0.13     (1)
    
    During the three months ending March 31, 2008,
    $3.6 million was classified with Income tax expense. This
    amount was reclassed in the third quarter 2008
    Form 10-Q
    for the nine months ending September 30, 2008 to the
    Decrease in payable under the tax receivable agreement line.
    There was no impact to net income or earnings per share in
    either period.(2)
    
    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.(3)
    
    Includes $0.7 million correction related to an error in the
    valuation of mortgage servicing rights during the nine months
    ended September 30, 2007, which increased interest and
    other income, net, in the fourth quarter of 2007. 81




---



##### 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     82




---



##### 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


213,276


$
14.52



3,285,244Equity compensation plans not approved by security holders


N/A



N/A



N/ATotal


213,276


$
14.52



3,285,244   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
   83




---



##### Table of Contents



SIGNATURES      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 13, 2009/s/  Gregory
    R. ConleyGregory
    R. Conley

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

March 13, 2009/s/  John
    P. FowlerJohn
    P. Fowler

Director

March 13, 2009/s/  Mark
    D. GibsonMark
    D. Gibson

Director

March 13, 2009/s/  John
    Z. KukralJohn
    Z. Kukral

Director

March 13, 2009/s/  Deborah
    H. McAnenyDeborah
    H. McAneny

Director

March 13, 2009/s/  George
    L. Miles, Jr.George
    L. Miles, Jr.

Director

March 13, 2009/s/  Lenore
    M. SullivanLenore
    M. Sullivan

Director

March 13, 2009/s/  Joe
    B. Thornton, Jr.Joe
    B. Thornton, Jr.

Director

March 13, 2009/s/  McHenry
    T. Tichenor, Jr.McHenry
    T. Tichenor, Jr.

Director

March 13, 2009  84




---



##### 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. Profit Participation Bonus Plan
    (incorporated by reference to Exhibit 10.10 to the
    Form S-1
    filed with the SEC on January 8, 2007)10
.7

HFF Securities, L.P. Profit Participation Bonus Plan
    (incorporated by reference to Exhibit 10.11 to the
    Form S-l
    filed with the SEC on January 8, 2007)10
.8

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
.9

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
.10

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
.11

Amended and Restated Credit Agreement dated January 5, 2007
    (incorporated by reference to Exhibit 10.11 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

First Amendment to Amended and Restated Credit Agreement, dated
    as of October 30, 2007, by and among Holliday Fenoglio
    Fowler, L.P., the lenders from time to time party thereto, and
    Bank of America, N.A., as administrative agent (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 November 5, 2007)10
.13

Form of Contribution Agreement with John H. Pelusi, Jr., John P.
    Fowler, Mark D. Gibson, John Z. Kukral, Deborah H. McAneny,
    George L. Miles, Jr., Lenore M. Sullivan, Joe B. Thornton, Jr.
    and McHenry T. Tichenor, Jr. (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)10
.14

Second Amendment to Amended and Restated Credit Agreement, dated
    as of June 27, 2008, by and among Holliday Fenoglio Fowler,
    L.P., the lenders from time to time party thereto, and Bank of
    America, N.A., as administrative agent (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 July 1, 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  85