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): October 29, 2013

KCG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-54991	38-3898306
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.

545 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 222-9400

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

See Item 9.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On October 29, 2013, the Board of Directors (the “Board”) of KCG Holdings, Inc. (the “Company”) appointed Charles E. Haldeman, Jr. to serve as the non-executive Chairman of the Board, effective November 1, 2013. A press release announcing Mr. Haldeman’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.

In connection with Mr. Haldeman’s election to the Board and appointment as Chairman, on November 1, 2013 he will be granted restricted stock units with a value of $250,000, which have a one-year vesting period. On the first business day after the annual shareholders meeting in May 2014, Mr. Haldeman, as Chairman of the Board, will also receive restricted stock units with a value of $320,000. Mr. Haldeman will not receive a cash retainer for the remainder of 2013 or 2014.

Item 7.01 Regulation FD Disclosure.

The following information is furnished under Item 2.02, “Results of Operations and Financial Condition”, Item 7.01, “Regulation FD Disclosure”, and Item 9.01 “Financial Statements and Exhibits.” This information, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On October 30, 2013, the Company issued a press release announcing its earnings for the third quarter of 2013. The press release did not include certain financial statements, related footnotes and certain other financial information relating to the Company that will be filed with the Securities and Exchange Commission as part of the Company’s Quarterly Report on Form 10-Q. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference into this Current Report on Form 8-K.

Item 8.01 Other Events.

On October 29, 2013, the Board approved holding a Special Meeting of Stockholders in December 2013 to seek an increase in shares available under the Company’s Amended and Restated Equity Incentive Plan of 12 million shares.

This communication is not a solicitation of a proxy from any stockholder of the Company. The Company will file with the SEC a definitive proxy statement relating to the special meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. The definitive proxy statement, and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by directing a written request to “Investor Relations,” KCG Holdings, Inc., 545 Washington Boulevard, Jersey City, NJ 07310, or by accessing the Company’s website at www.kcg.com under the heading “Investor Relations” and then under “SEC Filings.”

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of the Company in connection with the special meeting. Information about the Company’s directors and executive officers and other information regarding the participants and other persons who may be deemed participants and description of their direct and indirect interests, by security holdings or otherwise, are contained in the Current Report on Form 8-K filed by the Company on July 1, 2013 as well as the Registration Statement on Form S-4 (Registration No. 333-186624) filed by the Company.

Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement when it becomes available.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Not Applicable

(b) Pro Forma Financial Information

Not Applicable

(c) Shell Company Transactions

Not Applicable

(d) Exhibits

Exhibit 99.1 – Press Release of KCG Holdings, Inc. issued on October 30, 2013 (New Chairman)

Exhibit 99.2 – Press Release of KCG Holdings, Inc. issued on October 30, 2013 (Third Quarter Earnings)

SIGNATURE

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’s duly authorized signatory.

Dated: October 30, 2013

KCG HOLDINGS, INC.
By:	/s/ John McCarthy
Name:	John McCarthy
Title:	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of KCG Holdings, Inc. issued on October 30, 2013 (New Chairman).
99.2	Press Release of KCG Holdings, Inc. issued on October 30, 2013 (Third Quarter Earnings).

EX-99.1

Exhibit 99.1

	KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com

KCG APPOINTS CHARLES HALDEMAN NON-EXECUTIVE CHAIRMAN OF THE BOARD

Jersey City, N.J., October 30, 2013 – KCG Holdings, Inc. (NYSE: KCG), a leading independent securities firm, today announced the appointment of Charles (“Ed”) Haldeman as non-executive Chairman of the Board effective November 1, 2013.

Previously, Mr. Haldeman was CEO of the Federal Home Loan Mortgage Corporation (Freddie Mac). He was appointed to the position in June 2009, nine months after Freddie Mac was placed into conservatorship. Mr. Haldeman was instrumental in stabilizing the company in the wake of the financial crisis of 2008. He retired from Freddie Mac in 2012. In 2002, Mr. Haldeman joined Putnam Investments, a Boston-based mutual fund company, where he went on to become President, CEO and Chairman.

“Ed is a well-recognized leader in the financial services industry. For the past four decades, he has consistently stood for integrity, client service and bringing the best talent and technology to meet clients’ needs,” said Daniel Coleman, the Chief Executive Officer of KCG. “This is exactly our focus at KCG, and we are delighted to welcome him to the Board.”

KCG Holdings is a global financial services firm focused on market making, electronic execution, and institutional sales and trading. The company was formed in July 2013 as a result of the merger between Getco, LLC and Knight Capital Group.

Mr. Haldeman added: “As one of the world’s leading market makers, KCG provides its customers with extraordinary client service and delivers the liquidity that is critical to an efficient and functioning market. I welcome the opportunity to collaborate with the exceptionally talented individuals at KCG to continue to build upon its successes.”

Prior to his tenure at Putnam, Mr. Haldeman held several executive positions in the asset management industry, including CEO of Delaware Investments in Philadelphia and President and Chief Operating Officer of United Asset Management Corporation (UAM). He began his career at the investment firm Cooke and Bieler Inc., an affiliate of UAM, where he helped grow assets under management from $250 million to approximately $5.5 billion during his 25-year career with the firm.

Mr. Haldeman has a long history of professional and civic leadership. He is currently a Non-Executive Director of McGraw Hill Financial, Inc. From 2007-2010, he was Chairman of the Board of Trustees of Dartmouth College and has also served as a member of the Board of Overseers for Dartmouth’s Tuck School of Business. He is a graduate of Harvard Law School, Harvard Business School, and Dartmouth College.

Mr. Haldeman will replace the current non-Executive Chairman of the Board, Stephen Schuler, a co-founder of GETCO, a predecessor company to KCG. Mr. Schuler will remain on the KCG Board.

About KCG

KCG is a leading independent securities firm offering investors a range of services designed to address trading needs across asset classes, product types and time zones. The firm combines advanced technology with exceptional client service across market making, agency execution and venues. KCG has multiple access points to trade global equities, fixed income, currencies and commodities via voice or automated execution. www.kcg.com

CONTACTS
Sophie Sohn	Jonathan Mairs
Communications & Marketing	Investor Relations
312-931-2299	201-356-1529
media@kcg.com	jmairs@kcg.com

EX-99.2

Exhibit 99.2

KCG ANNOUNCES THIRD QUARTER 2013 RESULTS

KCG net income of $98.9 million included a one-time deferred tax benefit

of $103.5 million related to a change in tax status at the merger close

Pre-tax loss from continuing operations of $8.1 million

includes $25.6 million in severance and merger-related expenses

JERSEY CITY, New Jersey – October 30, 2013 – KCG Holdings, Inc. (NYSE: KCG) today reported GAAP net income of $98.9 million, or $0.86 per diluted share, for the third quarter of 2013.

The third quarter 2013 GAAP net income includes net income from continuing operations of $99.6 million, or $0.87 per diluted share. Included in the net income from continuing operations is a deferred income tax benefit of $103.5 million, or $0.90 per diluted share. Also included in the net income from continuing operations are pre-tax expenses related to severance, certain professional fees and lease loss accruals totaling $25.6 million. Excluding these expenses, on a non-GAAP basis, third quarter 2013 income from continuing operations before income taxes was $17.5 million. A reconciliation of GAAP to non-GAAP results is included in Exhibit 5.

KCG was formed July 1, 2013 as a result of the merger between Knight Capital Group, Inc. and GETCO Holding Company, LLC. Financial results for the periods prior to the third quarter of 2013 contained herein solely represent the results of GETCO Holding Company, LLC as the accounting acquirer.

Select Financial Results

	3Q 2013
Revenues ($ thousands)		339,847
Trading revenues, net		230,471
Commissions and fees		109,079
GAAP EPS from continuing operations ($)	$	0.87
GAAP pre-tax loss from continuing operations ($ thousands)		(8,118	)
Non-GAAP pre-tax income from continuing operations ($ thousands)		17,528

Third Quarter Highlights

• KCG’s market making accounted for approximately 14.0% of consolidated U.S. equity share volume*

• The Market Making segment reported the highest quarterly revenue capture per U.S. equity dollar value traded in the period dating back to the first quarter of 2012 (see Exhibit 1)

* Consolidated U.S. equity share volume based on Tape A, B and C volume published by BATS Global Markets.

Third Quarter Highlights (continued)

• In aggregate, KCG EMS, Knight Direct and GETAlpha accounted for approximately 4.7% of consolidated U.S. equity share volume**

• KCG Hotspot accounted for approximately 12.8% of institutional spot FX volume among reporting venues

• KCG BondPoint accounted for approximately 17.4% of interdealer corporate bond transactions reported to TRACE under 250 bonds

• KCG announced the sale of subsidiary Urban Financial Group, Inc., which is expected to close in the fourth quarter of 2013

Daniel Coleman, Chief Executive Officer of KCG, said, “At the start of the third quarter, integration work shifted from planning to execution. KCG’s core capabilities encompass market making and trading through agency execution and venues. A priority of the integration is to share new technologies, intellectual capital and infrastructure costs to create advantages and efficiencies that we believe KCG’s competitors will have difficulty matching. During the quarter, we made significant progress while delivering positive financial results on an operating basis. I’m pleased with the individual and collective initiative across the new firm.”

Market Making

KCG’s Market Making segment covers direct market making to clients as well as providing market making liquidity on public markets. During the third quarter, the Market Making segment generated total revenues of $240.1 million and pre-tax income of $47.9 million. Expenses during the quarter included approximately $2.4 million in severance from reductions in headcount and a lease loss accrual. Excluding the severance expense and lease loss accrual, non-GAAP pre-tax earnings from continuing operations was $50.3 million.

KCG market making is an active participant in all major cash and futures markets in the U.S. and Europe across equities, options, fixed income, foreign exchange and commodities. During the quarter, KCG accounted for approximately 14.0% of consolidated U.S. equity share volume and average revenue capture per U.S. equity dollar value traded of 1.01 basis points withstood the expected seasonality as well as the muted volatility. The financial results are due to operational improvements as well as a market-wide increase in retail U.S. equity volume year over year. Related to the integration, the market making team began work to rationalize infrastructure, optimize order routing and realize better volume-based rates.

Select Trade Statistics: U.S. Equity Market Making

	3Q 2013
Average daily dollar volume traded ($ millions)		25,365
Average daily trades (thousands)		3,809
Average daily shares traded (millions)		4,148
NYSE and NASDAQ shares traded		805
OTC Bulletin Board and OTC Market shares traded		3,343
Average revenue capture per U.S. equity dollar value traded (bps)		1.01

Global Execution Services

The Global Execution Services segment is comprised of agency execution services and trading venues. During the third quarter, the Global Execution Services segment generated total revenues of $91.4 million and a pre-tax loss of $16.4 million. Expenses during the quarter included approximately $15.1 million in severance from reductions in headcount. Excluding the severance expense, the non-GAAP pre-tax loss from continuing operations was $1.2 million.

KCG is a leading execution-only trading firm, primarily in U.S. equities, providing clients with access to sophisticated algorithms and experienced traders. In addition, KCG operates advanced multi-asset class venues that facilitate trading between market participants. During the

** Consolidated U.S. equity share volume based on Tape A, B and C volume published by BATS Global Markets. KCG EMS, Knight Direct and GETAlpha average daily equities share volume includes U.S. exchange-listed shares traded by the execution management system and algorithmic trading strategies.

quarter, KCG posted record highs for market share in the categories covering algorithmic and EMS U.S. equity execution, institutional spot foreign exchange and interdealer corporate bond transactions. Financial results for the segment in the third quarter, however, were hampered by the reorganization of the ETF team as well as a seasonal, market-wide decline in institutional U.S. equity volume. Related to the integration, the Global Execution Services team combined all capabilities in algorithmic and EMS execution as well as the sales function of KCG ATS’ Knight Match and GETMatched.

Select Trade Statistics: Agency Execution and Trading Venues

	3Q 2013
Average daily aggregate KCG EMS, Knight Direct and GETAlpha U.S. equity shares traded ($ millions)*		269.7
Average daily KCG Hotspot notional foreign exchange dollar value traded ($ billions)		28.4
Average daily KCG BondPoint fixed income par value traded ($ millions)		129.1

* KCG EMS, Knight Direct and GETAlpha average daily equities share volume includes U.S. exchange listed shares traded by the execution management system and algorithmic trading strategies.

Corporate and Other

The Corporate and Other segment includes strategic investments and corporate overhead expenses. During the third quarter, the Corporate and Other segment recorded total revenues of $8.4 million and a pre-tax loss of $39.6 million. Expenses during the quarter included approximately $8.1 million in professional fees related to the merger and Knight’s August 1^st technology issue, as well as a lease-loss accrual.

The July 1, 2013 merger whereby Knight Capital Group, Inc. and GETCO Holding Company, LLC were combined as part of KCG resulted in GETCO becoming subject to U.S. corporate income taxes. As a result of this change in tax status, KCG recorded a nonrecurring $103.5 million deferred tax benefit and corresponding deferred tax asset relating to existing GETCO tax attributes.

KCG’s strategic investments include a 15.2 percent stake in BATS Global Markets Inc. and a 19.9 percent stake in Direct Edge Holdings LLC. During the third quarter, BATS and Direct Edge agreed to merge.

Financial Condition

As of September 30, 2013, KCG had approximately $798.7 million in cash and cash equivalents. Aggregate long- and short-term debt was approximately $970 million. The company had $1.5 billion in stockholders’ equity equivalent to a book value of $12.34 per share and tangible book value of $10.63 per share.

KCG’s headcount at September 30, 2013 was 1,304 full-time employees, excluding employees affected by the announced sale of Urban Financial Group.

Subsequent Events

Subsequent to the third quarter of 2013:

• On October 16, Knight Capital Americas LLC reached a settlement with the SEC, without admitting or denying the findings, relating to the Market Access Rule, and Rules 200(g) and 203(b) of Regulation SHO

• KCG completed a prepayment on October 23 of $200 million on the 5.75% first lien term loan in the amount of $535 million entered into on July 1, 2013

• KCG disclosed in an 8-K dated October 28 a charge of approximately $9.4 million in severance from reductions in headcount

In addition, KCG today announced the appointment of Charles Haldeman as non-executive Chairman of the Board effective November 1, 2013.

Conference Call

KCG will hold a conference call to discuss third quarter 2013 financial results starting at 9:00 a.m. Eastern Time today, October 30, 2013. To access the call, dial 888-218-8059 (domestic) or 913-312-0964 (international) and enter passcode 1599997. In addition, the call will be webcast at http://investors.kcg.com/phoenix.zhtml?c=105070&p=irol-EventDetails&EventId=5046806. Following the conclusion of the call, a replay will be available by dialing 888-203-1112 (domestic) or 719-457-0820 (international) and entering passcode 1599997.

Additional information for investors can be found at http://investors.kcg.com.

Non-GAAP Financial Presentations

KCG believes that certain non-GAAP financial presentations, when taken into consideration with the corresponding GAAP financial presentations, are important in understanding operating results. Selected financial information is included in the non-GAAP financial presentations for the three and nine months ended September 30, 2013 and 2012. KCG believes the presentations provide a meaningful summary of results of operations for the three and nine month periods ended September 30, 2013 and 2012. Reconciliations of GAAP to non-GAAP results are included in the schedules in Exhibit 5.

About KCG

KCG is a leading independent securities firm offering investors a range of services designed to address trading needs across asset classes, product types and time zones. The firm combines advanced technology with exceptional client service across market making, agency execution and venues. KCG has multiple access points to trade global equities, fixed income, currencies and commodities via voice or automated execution. www.kcg.com

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These “forward-looking statements” are not historical facts and are based on current expectations, estimates and projections about KCG’s industry, management beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Any forward-looking statement contained herein speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with: (i) the strategic combination of Knight Capital Group, Inc. (“Knight”) and GETCO Holding Company, LLC (“GETCO”), including, among other things, (a) difficulties and delays in integrating the Knight and GETCO businesses or fully realizing cost savings and other benefits, (b) the inability to sustain revenue and earnings growth, and (c) customer and client reactions; (ii) the August 1, 2012 technology issue that resulted in Knight’s broker-dealer subsidiary sending numerous erroneous orders in NYSE-listed and NYSE Arca securities into the market and the impact to Knight’s capital structure and business as well as actions taken in response thereto and consequences thereof; (iii) the costs and risks associated with the sale of Knight’s institutional fixed income sales and trading business, the pending sale of KCG’s reverse mortgage origination and securitization business and the departure of the managers of KCG’s listed derivatives group; (iv) the ability of KCG’s broker-dealer subsidiary to recover all or a portion of the damages that are attributable to the manner in which NASDAQ OMX handled the Facebook IPO; (v) changes in market structure, legislative, regulatory or financial reporting rules, including the continuing legislative and regulatory scrutiny of high-frequency trading; (vi) past or future changes to organizational structure and management; (vii) KCG’s ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by KCG’s customers and potential customers; (viii) KCG’s ability to keep up with technological changes; (ix) KCG’s ability to effectively identify and manage market risk, operational risk, legal risk, liquidity risk, reputational risk, counterparty risk, international risk, regulatory risk, and compliance risk; (x) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (xi) the effects of increased competition and KCG’s ability to maintain and expand market share. The list above is not exhaustive. Readers should carefully review the risks and uncertainties disclosed in KCG’s and Knight’s reports with the SEC, including, without limitation, those detailed under “Certain Factors Affecting Results of Operations” in KCG’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, under “Risk Factors” in Knight’s Annual Report on Form 10-K for the year-ended December 31, 2012 and the Current Report on Form 8-K filed by KCG on August 9, 2013, and in other reports or documents KCG files with, or furnishes to, the SEC from time to time.

CONTACTS

Sophie Sohn	Jonathan Mairs
Communications & Marketing	Investor Relations
312-931-2299	201-356-1529
media@kcg.com	jmairs@kcg.com

Exhibit 1

KCG HOLDINGS, INC.

AVERAGE DAILY U.S. EQUITIES MARKET MAKING VOLUME AND AVERAGE REVENUE CAPTURE PER U.S. EQUITY DOLLAR VALUE TRADED*

	Q1 2012(1)		Q2 2012(1)(2)		Q3 2012(1)(3)		Q4 2012(1)		Q1 2013(1)		Q2 2013(1)		Q3 2013
Market Making
Average daily dollar volume traded ($ millions)		33,891		32,306		25,962		28,659		30,134		29,660		25,365
Average daily trades (thousands)		5,973		6,048		4,582		4,547		4,625		4,572		3,809
Average daily shares traded (millions)		3,892		3,744		3,296		3,093		3,996		3,624		4,148
NYSE and NASDAQ shares traded		1,130		1,095		895		929		944		911		805
OTC Bulletin Board and OTC Market shares traded		2,762		2,649		2,401		2,164		3,052		2,713		3,343
Average revenue capture per U.S. equity dollar value traded (bps)		0.85		0.85		0.88		0.89		0.88		0.96		1.01

* In August 2013, KCG modified the reporting to remove certain equity stats of GETCO Holding Company, LLC to align with historical reporting practices.

(1) Trade volumes and statistics are for KCG Holdings, Inc for Q3 2013. For all other periods presented, trade volumes and statistics are the combination of Knight Capital Group, Inc. and GETCO Holding Company, LLC.

(2) Average revenue capture per U.S. equity dollar value traded excludes $26.0 million in trading losses related to the Facebook IPO.

(3) Average revenue capture per U.S. equity dollar value traded excludes $456.6 million in trading losses related to the August 1, 2012 technology issue.

KCG HOLDINGS, INC.	Exhibit 2
CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2013			2012			2013			2012
	(In thousands, except per share amounts)
Revenues
Trading revenues, net	$	230,471		$	92,556		$	415,495		$	333,737
Commissions and fees		109,079			25,542			164,391			79,487
Interest, net		(177	)		(781	)		(970	)		(1,998	)
Investment income (loss) and other, net		474			13,285			(8,765	)		14,015
Total revenues		339,847			130,602			570,151			425,241
Expenses
Employee compensation and benefits		129,631			31,875			229,883			111,395
Execution and clearance fees		81,023			42,267			167,931			144,656
Communications and data processing		44,046			21,681			86,040			67,380
Interest		23,870			706			26,515			2,002
Depreciation and amortization		20,091			7,574			36,004			27,180
Payments for order flow		16,431			717			17,468			2,128
Professional fees		9,077			2,575			38,928			7,690
Occupancy and equipment rentals		8,898			3,240			15,454			8,865
Business development		2,644			6			2,686			19
Writedown of assets and lease loss accrual		936			—			4,248			—
Other		11,318			5,349			30,028			19,002
Total expenses		347,965			115,990			655,185			390,317
(Loss) income from continuing operations before income taxes		(8,118	)		14,612			(85,034	)		34,924
Income tax (benefit) expense		(107,767	)		4,805			(102,478	)		10,368
Income from continuing operations, net of tax		99,649			9,807			17,444			24,556
Loss from discontinued operations, net of tax		(784	)		—			(784	)		—
Net income	$	98,865		$	9,807		$	16,660		$	24,556
Basic earnings per share from continuing operations	$	0.87		$	0.21		$	0.25		$	0.49
Diluted earnings per share from continuing operations	$	0.87		$	0.21		$	0.25		$	0.49
Basic loss per share from discontinued operations	$	(0.01	)	$	—		$	(0.01	)	$	—
Diluted loss per share from discontinued operations	$	(0.01	)	$	—		$	(0.01	)	$	—
Basic earnings per share	$	0.87		$	0.21		$	0.24		$	0.49
Diluted earnings per share	$	0.86		$	0.21		$	0.24		$	0.49
Shares used in computation of basic earnings (loss) per share		114,113			46,411			68,632			49,619
Shares used in computation of diluted earnings (loss) per share		114,773			46,411			68,855			49,619

⁽¹⁾  Third quarter 2013 includes the results of KCG Holdings Inc . Year to date 2013 includes three months of results of KCG Holdings, Inc. plus six months of GETCO Holding Company, LLC. All of 2012 reflect the results of GETCO Holding Company, LLC.

KCG HOLDINGS, INC.	Exhibit 3
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

	September 30, 2013			December 31, 2012(1)
	(In thousands)
ASSETS
Cash and cash equivalents	$	798,712		$	427,631
Cash and securities segregated under federal and other regulations		216,442			—
Financial instruments owned, at fair value:
Equities		2,156,466			378,933
Listed equity options		288,227			92,305
Debt securities		79,284			183,637
Total financial instruments owned, at fair value		2,523,977			654,875
Collateralized agreements:
Securities borrowed		1,370,921			52,261
Receivable from brokers, dealers and clearing organizations		1,330,113			142,969
Fixed assets and leasehold improvements, less accumulated depreciation and amortization		161,865			83,341
Investments		125,889			248,438
Goodwill		18,398			4,645
Intangible assets, less accumulated amortization		192,045			46,123
Deferred tax asset		169,619			4,180
Assets of business held for sale		6,056,302			—
Assets within discontinued operations		41,997			—
Other assets		287,015			23,073
Total assets	$	13,293,295		$	1,687,536
LIABILITIES & EQUITY
Liabilities
Financial instruments sold, not yet purchased, at fair value:
Equities	$	1,848,728		$	423,740
Listed equity options		229,722			69,757
Debt securities		79,057			19,056
Other financial instruments		5,431			—
Total financial instruments sold, not yet purchased, at fair value		2,162,938			512,553
Collateralized financings:
Securities loaned		543,451			—
Financial instruments sold under agreements to repurchase		595,029			—
Total collateralized financings		1,138,480			—
Payable to brokers, dealers and clearing organizations		666,178			24,185
Payable to customers		486,136			—
Accrued compensation expense		130,158			27,728
Accrued expenses and other liabilities		220,648			118,068
Capital lease obligations		12,453			24,191
Liabilities of business held for sale		5,987,308			—
Liabilities within discontinued operations		18,716			—
Short-term debt		235,000			—
Long-term debt		722,259			15,000
Total liabilities		11,780,274			721,725
Equity
Members’ equity		—			965,811
Class A common stock		1,235			—
Additional paid-in capital		1,427,879			—
Retained earnings		98,865			—
Treasury stock, at cost		(9,811	)		—
Accumulated other comprehensive (loss) income		(5,147	)		—
Total equity		1,513,021			965,811
Total liabilities and equity	$	13,293,295		$	1,687,536

⁽¹⁾  GETCO Holding Company, LLC.

KCG HOLDINGS, INC.	Exhibit 4
PRE-TAX EARNINGS FROM CONTINUING OPERATIONS BY BUSINESS SEGMENT*
(In thousands)
(Unaudited)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Market Making
Revenues	$	240,110		$	107,672		$	455,678		$	383,203
Expenses		192,257			99,458			400,070			345,227
Pre-tax earnings		47,853			8,214			55,608			37,976
Global Execution Services
Revenues		91,366			9,258			113,701			27,248
Expenses		107,720			10,378			134,949			31,087
Pre-tax loss		(16,354	)		(1,120	)		(21,248	)		(3,839	)
Corporate and Other
Revenues		8,371			13,672			772			14,790
Expenses		47,988			6,154			120,166			14,003
Pre-tax earnings (loss)		(39,617	)		7,518			(119,394	)		787
Consolidated
Revenues		339,847			130,602			570,151			425,241
Expenses		347,965			115,990			655,185			390,317
Pre-tax (loss) earnings	$	(8,118	)	$	14,612		$	(85,034	)	$	34,924

* Totals may not add due to rounding.

Third quarter 2013 includes the results of KCG Holdings, Inc. Year to date 2013 includes three months of results of KCG Holdings, Inc. plus six months of GETCO Holding Company, LLC. All of 2012 reflect the results of GETCO Holding Company, LLC.

KCG HOLDINGS, INC.	Exhibit 5
Regulation G Reconciliation of Non-GAAP financial measures (Continuing operations)(1)
(in thousands)

			Global
			Execution			Corporate and
Three months ended September 30, 2013	Market Making		Services			Other			Consolidated
Reconciliation of GAAP Pre-Tax to Non-GAAP Pre-Tax:
GAAP Income (Loss) from continuing operations before income taxes	$	47,853	$	(16,354	)	$	(39,617	)	$	(8,118	)
Compensation and other expenses related to reduction in workforce		2,309		15,132			—			17,441
Professional and other fees related to Mergers and August 1st technology issue		—		—			7,269			7,269
Write down of assets and lease loss accrual		108		—			828			936
Non GAAP Income (Loss) from continuing operations before income taxes	$	50,270	$	(1,222	)	$	(31,520	)	$	17,528
			Global
			Execution			Corporate and
Nine months ended September 30, 2013	Market Making		Services			Other			Consolidated
Reconciliation of GAAP Pre-Tax to Non-GAAP Pre-Tax:
GAAP Income (Loss) from continuing operations before income taxes	$	55,608	$	(21,248	)	$	(119,394	)	$	(85,034	)
Professional and other fees related to Mergers and August 1st technology issue		—		—			44,398			44,398
Compensation and other expenses related to reduction in workforce		6,264		15,997			—			22,261
Unit acceleration due to Mergers		—		—			14,931			14,931
Strategic asset impairment		—		—			9,184			9,184
Write down of assets and lease loss accrual		108		—			4,525			4,633
Non GAAP Income (Loss) from continuing operations before income taxes	$	61,980	$	(5,251	)	$	(46,356	)	$	10,373
			Global
			Execution			Corporate and
Three months ended September 30, 2012	Market Making		Services			Other			Consolidated
Reconciliation of GAAP Pre-Tax to Non-GAAP Pre-Tax:
GAAP Income (Loss) from continuing operations before income taxes	$	8,214	$	(1,120	)	$	7,518		$	14,612
Investment gain		—		—			(11,354	)		(11,354	)
Non GAAP Income (Loss) from continuing operations before income taxes	$	8,214	$	(1,120	)	$	(3,836	)	$	3,258
			Global
			Execution			Corporate and
Nine months ended September 30, 2012	Market Making		Services			Other			Consolidated
Reconciliation of GAAP Pre-Tax to Non-GAAP Pre-Tax:
GAAP Income (Loss) from continuing operations before income taxes	$	37,976	$	(3,839	)	$	787		$	34,924
Investment gain		—		—			(11,354	)		(11,354	)
Non GAAP Income (Loss) from continuing operations before income taxes	$	37,976	$	(3,839	)	$	(10,567	)	$	23,570

* Totals may not add due to rounding

⁽¹⁾ Third quarter 2013 includes the results of KCG Holdings, Inc. Year to date 2013 includes three months of results of KCG Holdings, Inc. plus six months of GETCO Holding Company, LLC. All of 2012 reflect the results of GETCO Holding Company, LLC.