8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 14, 2008

GLG Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33217	20-5009693
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

399 Park Avenue, 38th Floor
New York, New York 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 224-7200

N/A

Former name or former address, if changed since last report

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

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

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

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

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

TABLE OF CONTENTS

EX-99.1: INVESTOR PRESENTATION

Item 2.02. Results of Operations and Financial Condition.

     The discussion under Item 4.02 of this Current Report on Form 8-K with respect to the impact of certain restatements of the previously reported results of operations and financial condition of GLG Partners, Inc. and its consolidated subsidiaries (the “Company”) as of and for the years ended December 31, 2007 and 2006 is incorporated by reference into this Item 2.02.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     (a) Subsequent to the filing of its Annual Report on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”), the Company was advised by Ernst & Young, LLP, its independent registered public accounting firm (“E&Y”), of revised guidance regarding the accounting treatment of limited partner profit share allocated to participants in the Company’s limited partner profit share arrangement. As a result, on April 15, 2008, the Company determined that certain combined and consolidated financial statements of the Company as of and for the years ended December 31, 2007 and 2006 included in the Form 10-K did not properly account for limited partner profit share as an operating expense. The Company believes that the appropriate manner in which to correct this error is to restate these financial statements.

     Management has discussed this matter with the Company’s Audit Committee and with E&Y, which concurred with the Company’s conclusion to restate its combined and consolidated financial statements as of and for the years ended December 31, 2007 and 2006. The Company intends to file an amended Form 10-K (the “Form 10-K/A”) as soon as practicable to reflect the restatement. Until the Form 10-K/A is filed to reflect the changes described in this Current Report, the combined and consolidated financial statements of the Company as of and for the years ended December 31, 2007 and 2006 included in the Form 10-K should not be relied upon.

     This restatement has no cash impact on the Company and does not impact the non-GAAP “adjusted net income” measure used by management (described below).

     Under the Company’s prior accounting treatment reflected in the Company’s combined and consolidated financial statements as of and for the years ended December 31, 2007 and 2006 included in the Form 10-K, distributions to limited partners were accounted for as equity distributions and recognized within the statement of members’ equity for periods prior to November 2, 2007 (the date the acquisition of GLG Partners LP and certain affiliated entities (the “Acquisition”) was completed) and within minority interests in the statement of income for periods beginning on or after the Acquisition. As a result of the Acquisition and related reorganization creating a consolidated group, the limited partner interests are no longer considered to be equity interests and, therefore, it is more appropriate to include distributions to the limited partners as an operating expense rather than minority interest. For periods both before and after the Acquisition, the Company had recognized distributions on an as declared basis. The Company has restated its combined and consolidated financial statements as of and for the years ended December 31, 2007 and 2006 to reflect these amounts as limited partner profit share within operating expenses, matching the period in which the related revenues are accrued and services provided. Under the Company’s prior accounting treatment, the substantial majority of these amounts would have been recognized in the first quarter of the following fiscal year when these amounts were actually declared.

     While under the Company’s prior accounting treatment, limited partner profit share was not presented as an operating expense, the Company believed that it was more appropriate to treat limited partner profit share as expense when considering business performance because it reflects the cost of the services provided to the Company by the participants in the limited partner profit share arrangement. As a result, the Company presented the measure “non-GAAP comprehensive limited partner profit share,

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compensation and benefits”, or non-GAAP PSCB, which is a non-GAAP financial measure which added limited partner profit share to employee compensation expense, and deducted Acquisition-related share-based and other compensation and costs recognized in respect of (a) the Company’s equity participation plan, (b) the Company’s restricted stock plan and (c) the agreement among the principals and trustees of GLG Partners LP from employee compensation expense (collectively, the “Acquisition-related compensation expense”), to show the total cost of the services provided to the Company by both participants in the limited partner profit share arrangement and employees in relation to services rendered during the periods under consideration. The Company’s revised presentation of limited partner profit share as an operating expense has no impact on the measure non-GAAP PSCB when compared to the Company’s presentation of non-GAAP PSCB prior to the restatement of the Company’s combined and consolidated financial statements, because all amounts related to the limited partner profit share previously included as a non-GAAP adjustment to GAAP compensation and benefits are now included in GAAP operating expenses as limited partner profit share. See the tables below for a reconciliation of GAAP compensation, benefits and profit share to non-GAAP PSCB.

     In addition, the Company assesses the underlying performance of its business based on the non-GAAP measure “adjusted net income”, which adjusts for the difference between GAAP compensation, benefits and profit share expense and non-GAAP PSCB as discussed above. The Company’s revised presentation of limited partner profit share as an operating expense has no impact on the measure non-GAAP adjusted net income when compared to the Company’s presentation of non-GAAP adjusted net income prior to the restatement of the Company’s combined and consolidated financial statements because all amounts related to the limited partner profit share previously included as a non-GAAP adjustment to GAAP compensation and benefits are now included in GAAP operating expenses as limited partner profit share. Adjusted net income is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP net income as an indicator of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. See the tables below for a reconciliation of adjusted net income to net income for the periods presented.

     The total effect of the restatement for the error on the Company’s combined and consolidated statements of operations was:

• a reduction in net income before minority interests of $401.0 million from net income before minority interests of $59.3 million to a net loss before minority interests of $341.7 million for the year ended December 31, 2007 and a reduction in net income before minority interests of $201.5 million from $359.5 million to $158.1 million for the year ended December 31, 2006;

• a decrease in share of losses by minority interests of $2.1 million for the year ended December 31, 2007;

• a reduction in net income attributable to common stockholders of $403.1 million and $201.5 million for the years ended December 31, 2007 and 2006, respectively; and

• a net loss per share of $2.11 for the year ended December 31, 2007 and net income per share of $1.16 for the year ended December 31, 2006.

     The effect on the balance sheet was:

• an increase in accrued compensation and benefits payable of $359.2 million and $186.8 million as of December 31, 2007 and 2006, respectively; and

• a reduction in minority interests of $21.2 million as of December 31, 2007.

     The effect on the statement of stockholders’ equity was:

• a reduction in opening retained earnings for the year ended December 31, 2007 of $186.8 million;

• the elimination of distributions to limited partners of $218.1 million and $14.7 million for the years ended December 31, 2007 and 2006, respectively; and

• a reduction in the amount charged to accumulated income in respect of the issuance of common stock and recapitalization on Acquisition of $33.8 million for the year ended December 31, 2007.

     The Company expects that the adjustments referred to in this Item 4.02 will not affect the

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Company’s current cash position or financial condition. A more detailed summary of the statements of income and balance sheets changes is set forth below.

Statement of Operations Information

For the Years Ended
December 31, 2007 and 2006

	2007						2006
	As Reported			As Restated			As Reported			As Restated
				(Dollars in Thousands)
Total Net Revenues and Other Income	$	1,040,118		$	1,040,118		$	620,866		$	620,866
Expenses
Employee compensation and benefits		(810,212	)		(810,212	)		(168,386	)		(168,386	)
Limited partner profit share		—			(401,000	)		—			(201,450	)
Employee compensation and benefits / Compensation, benefits and profit share		(810,212	)		(1,211,212	)		(168,386	)		(369,836	)
General, administrative and other		(108,926	)		(108,926	)		(68,404	)		(68,404	)
Total expenses		(919,138	)		(1,320,138	)		(236,790	)		(438,240	)
Net Interest Income		2,350			2,350			4,657			4,657
Income Taxes		(64,000	)		(64,000	)		(29,225	)		(29,225	)
Net Income (Loss) Before Minority Interests		59,330			(341,670	)		359,508			158,058
Minority Interests
Share of losses (income)		36,015			33,885			(182	)		(182	)
Cumulative dividends on exchangeable shares		(2,723	)		(2,723	)		—			—
Net Income (Loss) Attributable to Common Stockholders	$	92,622		$	(310,508	)	$	359,326		$	157,876

Non-GAAP Expenses

For the Years Ended
December 31, 2007 and 2006
 

	2007						2006
	As Reported			As Restated			As Reported			As Restated
				(Dollars in Thousands)
Non-GAAP Expenses
GAAP employee compensation and benefits / Compensation, benefits and profit share	$	(810,212	)	$	(1,211,212	)	$	(168,386	)	$	(369,836	)
Add back: Acquisition-related share-based and other compensation and costs		639,077			639,077			—			—
Deduct: Limited partner profit share		(401,000	)		—			(201,450	)		—
Non-GAAP PSCB		(572,135	)		(572,135	)		(369,836	)		(369,836	)
GAAP General, Administrative and Other		(108,926	)		(108,926	)		(68,404	)		(68,404	)
Non-GAAP Total Expenses	$	(681,061	)	$	(681,061	)	$	(438,240	)	$	(438,240	)

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Non-GAAP Adjusted Net Income

For the Years Ended
December 31, 2007 and 2006

	2007						2006
	As Reported			As Restated			As Reported			As Restated
	(Dollars in Thousands)
GAAP Net Income (Loss)	$	59,330		$	(341,670	)	$	359,508		$	158,058
Add back:
Acquisition-related share-based and other compensation and costs		639,077			639,077			—			—
Deduct: Limited partner profit share		(401,000	)		—			(201,450	)		—
Deduct: Cumulative dividends		(2,723	)		(2,723	)		—			—
Non-GAAP Adjusted Net Income	$	294,684		$	294,684		$	158,058		$	158,058

Balance Sheet Information

	As of December 31, 2007					As of December 31, 2006
	As Reported		As Restated			As Reported		As Restated
	(Dollars in thousands)
Total Assets	$	984,137	$	984,137		$	557,377	$	557,377
Current Liabilities
Accrued compensation and benefits		108,679		467,887			102,507		289,301
Other current liabilities		190,480		190,480			78,366		78,366
Total Current Liabilities		299,159		658,367			180,873		367,667
Total Non-Current Liabilities		593,099		571,911			14,552		14,552
Total Liabilities		892,258		1,230,278			195,425		382,219
Total Stockholders’ Equity (Deficit)		91,879		(246,141	)		361,952		175,158
Total Liabilities and Stockholders’ Equity	$	984,137	$	984,137		$	557,377	$	557,377

Cash Flow Information

For the Years Ended
December 31, 2007 and 2006

	2007						2006
	As Reported			As Restated			As Reported			As Restated
	(Dollars in Thousands)
Net Cash Provided by Operating Activities	$	376,272		$	376,272		$	204,539		$	204,539
Net Cash Used in Investing Activities		(124,888	)		(124,888	)		(4,704	)		(4,704	)
Net Cash Used in Financing Activities		(95,437	)		(95,437	)		(164,792	)		(164,792	)

Key Ratios

	2007						2006
	As Reported			As Restated			As Reported			As Restated
Compensation, benefits and profit share /total GAAP net revenues and other income		77.9	%		116.5	%		27.1	%		59.6	%
General, administrative and other/total GAAP net revenues and other income		10.5	%		10.5	%		11.0	%		11.0	%
Total Expenses/Total GAAP Net Revenues and Other Income		88.4	%		127.0	%		38.1	%		70.6	%

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Key Ratios (Based on Non-GAAP Measures)

	2007						2006
	As Reported			As Restated			As Reported			As Restated
Non-GAAP PSCB/total GAAP net revenues and other income		55.0	%		55.0	%		59.6	%		59.6	%
General, administrative and other/total GAAP net revenues and other income		10.5	%		10.5	%		11.0	%		11.0	%
Non-GAAP Total Expenses/Total GAAP Net Revenues and Other Income		65.5	%		65.5	%		70.6	%		70.6	%

     The Company provides the above non-GAAP financial measures to enable investors, securities analysts and other interested parties to perform additional financial analysis of the Company’s personnel-related costs and its earnings from operations and because the Company believes that they will be helpful to investors in understanding all components of personnel-related costs of the Company’s business. The Company’s management believes that non-GAAP financial measures also enhance comparisons of the Company’s core results of operations with historical periods. In particular, the Company believes that the non-GAAP adjusted net income measure better represents profits available for distribution to stockholders than does GAAP net income.

     The Company’s management also prepares forecasts for future periods on a basis consistent with these non-GAAP financial measures. Under the Company’s credit facility, the Company and its subsidiaries are required to maintain compliance with certain financial covenants based on adjusted earnings before interest expense, provision for income taxes, depreciation and amortization, or adjusted EBITDA, which is calculated based on the non-GAAP adjusted net income measure, further adjusted to add back interest expense, provision for income taxes, depreciation and amortization. Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain costs and expenditures related to the Company’s business and may not be indicative of the cash flows from operations as determined in accordance with GAAP.

     Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of performance prepared in accordance with GAAP. The non-GAAP financial measures presented by the Company may be different from financial measures used by other companies.

Item 7.01. Regulation FD Disclosure.

     On April 15, 2008, the Company made available on its website (www.glgpartners.com) an investor presentation regarding the restatement of the Company’s combined and consolidated financial statements as of and for the years ended December 31, 2007 and 2006 described under Item 4.02 of this Current Report on Form 8-K, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

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Item 8.01. Other Events.

     On April 14, 2008, Greg Coffey, portfolio manager for the GLG Emerging Markets Fund, the GLG Emerging Markets Special Situations Fund, the GLG Emerging Currency and Fixed Income Fund and the GLG Emerging Equity Fund managed by the Company, resigned from his positions with the Company’s GLG Partners LP subsidiary and certain affiliated entities (collectively, “GLG”). On April 15, 2008, Mr. Coffey withdrew his resignation. Mr. Coffey and GLG are in discussions concerning a range of options for the future.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits.
	99.1 Investor Presentation Regarding the Restatement of Financial Statements.

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SIGNATURES

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

GLG PARTNERS, INC.
By:	/s/ Alejandro San Miguel
	Alejandro San Miguel
	General Counsel and Corporate Secretary

Date: April 15, 2008

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Investor Presentation Regarding the Restatement of Financial Statements.

EX-99.1

GLG Partners, Inc. April 15, 2008 Exhibit 99.1

FORWARD-LOOKING STATEMENTS This presentation contains statements relating to future results (including certain projections and business trends) of GLG Partners, Inc. ("GLG") that are forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: market conditions for GLG managed investment funds; performance of GLG managed investment funds, the related performance fees and the associated impacts on revenues, net income, cash flows and fund inflows/outflows; the cost of retaining GLG's key investment and other personnel or the loss of such key personnel; risks associated with the expansion of GLG's business in size and geographically; operational risk; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on GLG's resources; risks related to the use of leverage, the use of derivatives, interest rates and currency fluctuations, as well as other risks and uncertainties, including those set forth in GLG's filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

GLG IS RESTATING 2007 and 2006 HISTORICAL RESULTS The restatement reflects a change in interpretation as to how our limited partner profit share is presented under GAAP. Non GAAP Adjusted Net Income and Operating Cash Flow are unaffected. Background on our limited partner profit share - in mid-2006, GLG entered into partnerships with a number of its key personnel. These individuals: Ceased being employees and became holders of direct or indirect limited partnership interests in GLG entities and provide services to GLG directly or through two limited liability partnerships. Are entitled to: Priority drawings paid as a partnership draw: a fixed base limited partner profit share and a variable limited partner profit share which is contractually linked to management fees and performance fees attributable to the individuals concerned. Discretionary limited partner profit share distribution determined by management in its sole discretion after year end. 1

Operating Cash Flow and Non GAAP Adjusted Net Income Unchanged The pre-restatement GAAP presentation treated discretionary limited partner profit share as a minority interest, post the Freedom transaction1, reducing GAAP Net Income to derive GAAP Net Income Available to Common Shareholders for the period when paid. Most of the limited partner profit share generated in 2007 was paid in 1Q 2008 and would have reduced earnings in 2008. GLG management has believed it is more appropriate to treat limited partner profit share as an expense in assessing business performance and accordingly had developed a series of non GAAP financial measures to reflect this. Specifically, GLG management developed the non GAAP measure, "Non GAAP PSCB", which added limited partner profit share to employee compensation expense to show the total cost of services provided to GLG by both participants in the limited partner profit share arrangement and employees. GLG management also developed the non GAAP measure, "Adjusted Net Income", which, among other things, adjusts GAAP net income for the difference between GAAP compensation expense and Non GAAP PSCB. The post-restatement GAAP presentation treats limited partner profit share as an operating expense during the period when the related services are performed. Accordingly, the limited partner profit share paid in 1Q 2008 associated with services provided in 2007 will now be an operating expense accrued in 2007. Limited partner profit share paid in 2007 associated with services provided in 2006 will be treated in a similar manner. The new treatment reflects solely a timing and financial statement geography change. 2 1 Pre-Freedom transaction - limited partner profit share was included within the statement of changes in stockholders equity.

Income Statement Impact - A Geography and Timing Change: Non GAAP Adjusted Net Income Unchanged HISTORIC PRESENTATION NEW PRESENTATION ($ thousands) 4Q2007 2007 Total net revenues and other income 446,529 1,040,118 Employee compensation and benefits (699,687) (810,212) Other expenses (62,615) (170,576) GAAP net income (315,773) 59,330 Add: Share-based and other compensation associated with the Freedom acquisition 639,077 639,077 Deduct: Limited partner profit share (193,500) (401,000) Deduct: Cumulative dividends (2,723) (2,723) Non GAAP adjusted net income 127,081 294,684 ($ thousands) 4Q2007 2007 Total net revenues and other income 446,529 1,040,118 Employee compensation and benefits (699,687) (810,212) Limited partner profit share (193,500) (401,000) Other expenses (62,615) (170,576) GAAP net income (509,273) (341,670) Add: Share-based and other compensation associated with the Freedom acquisition 639,077 639,077 Deduct: Cumulative dividends (2,723) (2,723) Non GAAP adjusted net income 127,081 294,684 GAAP net income (315,773) 59,330 Less minority interests (FA Sub 2 Ltd, GLG Holdings / GLG Inc.) 46,529 46,529 Less minority interests (limited partner profit share)1 (10,514) (10,514) Less cumulative dividends (2,723) (2,723) GAAP net income attributable to common shareholders (282,481) 92,622 GAAP net income (509,273) (341,670) Less minority interests (FA Sub 2 Ltd, GLG Holdings/GLG Inc.) 33,885 33,885 Less cumulative dividends (2,723) (2,723) GAAP net income attributable to common shareholders (478,111) (310,508) 3 1 Under the historical presentation, $359.2 million would have been recorded in 1Q 2008 as a component of minority interest (limited partner profit share) reflecting distributions declared in 2008 associated with services provided in 2007.

Balance Sheet Impact: Limited Partner Profit Share Accruals Now Reflected HISTORIC PRESENTATION NEW PRESENTATION ($ thousands) 2007 2006 Total Assets 984,137 557,377 Current Liabilities Accrued compensation and benefits 108,679 102,507 Other current liabilities 190,480 78,366 Total Current Liabilities 299,159 180,873 Total Non-Current Liabilities 593,099 14,552 Total Liabilities 892,258 195,425 Total Stockholders' Equity 91,879 361,952 Total Liabilities and Stockholders' Equity 984,137 557,377 ($ thousands) 2007 2006 Total Assets 984,137 557,377 Current Liabilities Accrued compensation and benefits 108,679 102,507 Accrued limited partner profit share 359,208 186,794 Other current liabilities 190,480 78,366 Total Current Liabilities 658,367 367,667 Total Non-Current Liabilities 571,911 14,552 Total Liabilities 1,230,278 382,219 Total Stockholders' Equity (246,141) 175,158 Total Liabilities and Stockholders' Equity 984,137 557,377 4

Cash Flow Statement Impact: Operating, Investing and Financing Cash Flows Unchanged HISTORIC PRESENTATION NEW PRESENTATION ($ thousands) 2007 2006 Net cash provided by operating activities 376,272 204,539 Net cash used in investing activities (124,888) (4,704) Net cash used in financing activities (95,437) (164,792) ($ thousands) 2007 2006 Net cash provided by operating activities 376,272 204,539 Net cash used in investing activities (124,888) (4,704) Net cash used in financing activities (95,437) (164,792) 5

APPENDIX

Limited Partner Profit Share: A Timing and Geography Change 6 Pre-restatement GAAP & Non GAAP Post-restatement GAAP & Non GAAP Geography Change GAAP: Pre-Freedom transaction - limited partner profit share was included within the statement of changes in stockholders equity Post-Freedom transaction - limited partner profit share was treated as a minority interest reducing GAAP Net Income to derive GAAP Net Income Available to Common Shareholders Non GAAP: GLG management has believed it is more appropriate to treat limited partner profit share as an expense in assessing business performance. Accordingly GLG Management developed the following Non GAAP measures: - - "Non GAAP PSCB" which added limited partner profit share to employee compensation expense to show the total cost of services provided to GLG by both participants in the limited partner profit share arrangement and employees - - "Adjusted Net Income" which, among other things, adjusts GAAP net income for the difference between GAAP compensation expense and Non GAAP PSCB GAAP: Pre- and post-Freedom transaction, limited partner profit share is treated as an operating expense labeled "limited partner profit share" No impact on operating cash flows Non GAAP: As the GAAP operating expenses now include limited partner profit share similar to that previously included as a non GAAP adjustment to GAAP compensation and benefits, there is no impact on the measure non GAAP PSCB when compared to the pre-restatement presentation of non GAAP PSCB. Non GAAP adjusted net income is also unaffected. Timing Change Limited partner profit share recognized in the period in which it was declared, e.g. limited partner profit share paid in 2007 associated with services provided in 2006 was recognized in 2007 Limited partner profit share is treated as an operating expense during the period when the related performance-based revenues are recognized, e.g. the limited partner profit share paid in 2007 associated with services provided in 2006 will now be recognized in 2006

NON GAAP MEASURES Non GAAP PSCB: GLG's management assesses its personnel related expenses based on the measure non GAAP comprehensive limited partner profit share, compensation and benefits, or non GAAP PSCB. Prior to the restatement, non GAAP PSCB reflected GAAP employee compensation and benefits, adjusted to include limited partner profit share attributable to certain key personnel who are holders of direct or indirect limited partnership interests in certain GLG entities and to exclude acquisition-related share-based and other compensation and costs related to the acquisition by Freedom Acquisition Holdings Inc. ("Freedom") of GLG Partners LP and associated entities. Following the restatement, non GAAP PSCB reflects GAAP employee compensation and benefits and limited partner profit share adjusted to exclude acquisition-related share-based and other compensation and costs related to the acquisition by Freedom of GLG Partners LP and associated entities. Non GAAP PSCB is not a measure of financial performance under GAAP and should not be considered as an alternative to employee compensation and benefits Non GAAP Adjusted Net Income: GLG's management assesses the underlying performance of its business based on the measure "adjusted net income", which adjusts for (1) the difference between GAAP employee compensation and benefits and non GAAP PSCB as described above and (2) the cumulative dividends payable to the holder of exchangeable shares of our FA Sub 2 Limited subsidiary in respect of our estimate of the net taxable income of FA Sub 2 Limited allocable to such holder multiplied by an assumed tax rate. Adjusted net income is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP net income as an indicator of GLG's operating performance or any other measures of performance derived in accordance with GAAP. 7