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): March 19, 2014

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)

¨ 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 7.01 Regulation FD Disclosure

Exhibit 99.1 is a copy of a slide presentation to be used by executives of KCG Holdings, Inc. (the “Company”) in meetings at the Wells Fargo Asset Managers, Brokers & Exchanges Conference to be held on March 19, 2014. A copy of the presentation is also available at http://investors.kcg.com. Exhibit 99.1 is incorporated by reference under this Item 7.01. In accordance with general instruction B.2. of Form 8-K, Exhibit 99.1 is being furnished pursuant to Item 7.01 and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934.

Item 8.01 Other Events

On March 19, 2014, the Company issued a press release announcing that it had made a prepayment of an additional $85 million on the first lien term loan under its first lien secured credit facility. A copy of the press release related to the prepayment is attached as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit 99.1 – Slide Presentation for Wells Fargo Asset Managers, Brokers & Exchanges Conference held on March 19, 2014.

Exhibit 99.2 – Press Release of KCG Holdings, Inc., dated March 19, 2014.

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 the Company’s industry, management’s 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. 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 business combination (the “Mergers”) 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 to the Mergers; (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 sale of the Company’s reverse mortgage origination and securitization business and the departure of the managers of the Company’s listed derivatives group; (iv) changes in market structure, legislative, regulatory or financial reporting rules; (v) past or future changes to organizational structure and management; (vi) the Company’s ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by the Company’s customers and potential customers; (vii) the Company’s ability to keep up with technological changes; (viii) the Company’s ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (ix) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (x) the effects of increased competition and the Company’s ability to maintain and expand market share. The list above is not exhaustive. Readers should carefully review the risks and uncertainties disclosed in the Company’s reports with the SEC, including, without limitation, those detailed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2013, and in other reports or documents the Company files with, or furnishes to, the SEC from time to time.

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: March 19, 2014

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide Presentation for Wells Fargo Asset Managers, Brokers & Exchanges Conference held on March 19, 2014.
99.2	Press Release of KCG Holdings, Inc., dated March 19, 2014.

EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

Wells Fargo Asset Managers, Brokers & Exchanges Conference

March 19, 2014

Exhibit 99.1

Safe Harbor

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’s 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. 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 business combination (the “Mergers”) 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 to the Mergers; (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 sale of KCG's reverse mortgage origination and securitization business and the departure of the

managers of KCG's listed derivatives group; (iv) changes in market structure, legislative, regulatory or financial reporting rules; (v) past or

future changes to organizational structure and management; (vi) 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; (vii) KCG's ability to keep up with

technological changes; (viii) KCG's ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity

risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (ix) the cost and other effects of

material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (x)

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 reports with the SEC, including, without limitation, those detailed under “Risk

Factors" in KCG’s Annual Report on Form 10-K for the year-ended December 31, 2013, and in other reports or documents KCG files with, or

furnishes to, the SEC from time to time. 

For additional disclosures, please see https://www.kcg.com/legal/global-disclosures. 

About KCG

KCG helps retail and institutional investors efficiently deploy capital in the

secondary market.

1

An independent, pure-play trading firm created in mid-2013 through the

merger of leading market makers GETCO and Knight

Core capabilities in market making, agency execution and trading

venues

An active participant on global cash, futures and options markets across

equities, fixed income, foreign currencies and commodities

A focus on delivering best executions for clients and providing best prices on

public and private markets

Investment Rationale

1.

A better model for the emerging competitive landscape

2.

A market leader in U.S. equities and developer of advanced technologies

driving the shift in trading from analog to digital across asset

classes

3.

Merger-

and integration-related synergies still to be realized plus additional

savings from debt reduction

4.

Prospects for multiyear organic growth directly from core capabilities

5.

Additional anticipated opportunities within core capabilities from the

implementation of regulations instituted in response to the global financial

crisis of 2008

2

A Better Model

Trading

Venues

Agency

Execution

Market

Making

A non-bank execution-only trading firm

A broad client network of brokers, institutions and

banks

Complementary core capabilities across market

making, agency execution and trading venues allow

for the sharing of intellectual capital, trading

technologies and support costs

Agile, scalable and well capitalized

Well positioned for a coming period of industry

transformation driven by competition, technology

and further regulation

–

Greater adoption of electronic trading to enhance price

discovery, liquidity, spreads and trading costs

–

Implementation of rules designed to minimize risks by

increasing the accessibility and transparency of certain

securities markets and use of clearing corporations

Direct-to-client market making

and proprietary trading

Agency-based algorithms,

execution management

system (EMS) and equity

sales traders

FX electronic communications network

(ECN), fixed income ECN and alternative

trading systems (ATSs)

3

KCG is a market leader in U.S. equities, the most

accessible, competitive, technologically-advanced

and liquid segment of the global securities markets.

KCG participates in the market in three ways:

KCG’s technologies drive enhancements in terms of the

client offering, market coverage, available liquidity,

execution quality, anonymity, trading costs and service.

A Technology-Driven Leader in U.S. Equities

4

3.9%

5.5%

0

15

30

45

60

75

2013

KCG ADV and market share

of dark pool volume

GETMatched (ATS)

Knight Match (ATS)

30.1%

0

100

200

300

400

500

600

700

800

900

2013

KCG market making ADV and market share

of retail U.S. equity volume

Total SEC Rule 605-eligible U.S. equity volume

KCG market making  SEC Rule 605-eligible U.S. equity volume

-4.2%

18.8%

-10%

-5%

0%

5%

10%

15%

20%

Year-over-year growth in ADV

from KCG algorithms and EMS

Consolidated U.S. equity share volume

KCG algorithms and EMS share volume

2013

KCG develops advanced trading technologies in-

house for greater connectivity, efficiency and scale.

Agency-based trading between principals to

transactions

Proprietary trading as a liquidity provider

Principal trading in a market making capacity

Sources: KCG, VistaOne Solutions, BATS Global Markets, Rosenblatt Securities; Trade volumes prior to July 1, 2013 represent combined activity 

from affiliated broker dealers of GETCO Holding Company, LLC and Knight Capital Group, Inc.

A Growing Presence in Strategic Asset Classes

KCG is an active participant in all major global

markets for equities, futures, options, fixed income,

foreign currencies and commodities.

Advanced trading technologies allow KCG to engage

in direct-to-client market making and proprietary

trading in attractive segments of the global

securities market in an efficient manner.

KCG Europe deploys the full core capabilities in a

region undergoing significant change from market

and regulatory forces.

Trading venues KCG Hotspot and KCG BondPoint

offer clients centralized liquidity, efficient price

discovery and cost-effective trading in asset classes

that are still-outmoded in terms of technology.

KCG intends to continue aggressively seeking

opportunities in segments of the market that are

predominantly electronic, reasonably liquid and

centrally cleared.

Sources: KCG, BATS Chi-X Europe, EBS, Reuters, TRACE; Trade volumes prior to July 1, 2013 represent combined activity from

affiliated broker dealers of GETCO Holding Company, LLC and Knight Capital Group, Inc.

5

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

16%

17%

18%

19%

20%

Jan

2013

Feb

2013

Mar

2013

Apr

2013

May

2013

Jun

2013

Jul

2013

Aug

2013

Sep

2013

Oct

2013

Nov

2013

Dec

2013

Growth in market share of agency transactions

in corporate bonds and institutional spot FX

KCG BondPoint market share of corporate bond transactions under 250 bonds

KCG Hotspot market share of institutional spot FX volume among reporting venues

34.5%

0%

5%

10%

15%

20%

25%

30%

35%

40%

2013

Year-over-year growth in

European equity notional value traded

(inUSD)

Pan-European Stock Exchanges

KCG Europe

Drivers of Financial Results

Sources: KCG, BATS Global Markets, VistaOne Solutions; Trade volumes and revenue capture prior to July 1, 2013 represent

combined activity from affiliated broker dealers of GETCO Holding Company, LLC and Knight Capital Group, Inc.; For historical

KCG U.S. equity market making trade volumes, go to: https://www.kcg.com/access-performance/liquidity.

6

KCG’s financial results are influenced by a number of

factors primarily:

clearance fees and payments for order flow

Transaction costs including execution and

trading strategies

The performance of mid-

and high-frequency

The composition of order flow executed

Realized volatility

Retail SEC Rule 605-eligible volume

Consolidated U.S. equity volume

The competitiveness of the client offering and

effectiveness of trading strategies

For example, factors in KCG’s core U.S. equities

market making include:

Overall market volumes and related volatility in

asset classes in which KCG is an active participant

Consolidated U.S equity volume

Retail SEC Rule 605-eligible U.S equity volume

KCG Risk Management

Adverse change in the market value of portfolios and financial instruments

caused by a change in market prices, spread, or rates

Financial or other loss derived through failure,

non-performance or underperformance of a

counterparty

Risk of loss resulting from inadequate or failed internal processes, systems,

human error or external events; includes legal risk and reputational risk

that materialize as a consequence of an event

Risk of loss resulting from high-speed intra-day

activities managed by real-time risk processes and

controls including:

KCG’s risk management framework provides comprehensive controls and processes

for ongoing management and monitoring of the major risks associated with the

firm's daily business activities.

7

An Emergency Response Center creating transparency

around and managing responses to operational incidents and

technology changes during global trading hours

Edge controls and kill switches designed to prevent erroneous

orders from being submitted to exchanges and ATSs

Position limits to control the amount of intra-day as well as

end-of-day risk

Operational

Risk

Real-Time

Risk

Credit

Risk

Market

Risk

Merger-

and Integration-Related Synergies

KCG exceeded the upper range of the projected

$90 to $110 million in cost synergies on an

annualized, run-rate basis by the end of 2013.

Additionally, KCG reduced the annual run-rate

expense from communications and data processing

at the end of the year by more than $20 million to

$150 million. Further reductions on a run-rate

basis are expected by the end of 2014.

The integration of core revenue-generating

activities is demonstrating promise:

8

Compensation and benefits

Communications and data processing

Depreciation and amortization

Professional fees

Occupancy and equipment rentals

Business development

Other

$0

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

$350,000

$400,000

$450,000

$500,000

1H13

2H13

KCG Non-GAAP Operating Expenses*

(Excluding execution and clearance fees, payments for order flow and interest)

In U.S. equity market making, KCG is at work

on generating greater revenue opportunities,

increasing internalization rates and lowering

execution and clearance fees on a relative basis

In Europe, KCG completed a restructuring,

combined the product portfolios and integrated

sales

In agency-based algorithms, KCG combined the

product portfolios and fully integrated sales with

institutional equity sales trading

* Operating expenses prior to July 1, 2013 represent consolidated financial results from GETCO Holding Company, LLC and Knight Capital Group, Inc.

See Addendum for a reconciliation of GAAP to non-GAAP financial results.

Additional Savings from Debt Reduction

Aggregate long-

and short-term debt of

approximately $957 million as of September 30,

2013 consisting of:

$535 million term credit agreement

$305 million senior secured notes

$117 million legacy Knight convertible notes

Subsequent repayments:

$200 million repayment of the term credit

agreement on October 23, 2013

$100 million repayment of term credit

agreement on December 4, 2013

$100 million repayment of term credit

agreement on January 22, 2014

$85

million

repayment

of

term

credit

agreement

on

March

19,

2014

Future dates to note:

$300mn in repayments in 4Q13

Convertible notes mature

$185mn in repayments in 1Q14

9

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

$10,000

$11,000

$12,000

$13,000

$14,000

$15,000

$16,000

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Indicative quarterly interest expense

from

long-

and

short-term

debt

(as of March 19, 2014 assuming no further repayments)

2-year non call on senior secured notes

expires June 5, 2015

Legacy Knight convertible notes mature

March 15, 2015

Prospects for Growth from Core Capabilities

Trading

Venues

Agency

Execution

Market

Making

Generating added revenue

opportunities in U.S. equities while

increasing internalization rates and

lowering execution fees

Growing direct-to-client market

making in European equities by

providing outsourced trade execution

to banks

Developing, refining and expanding

proprietary trading in global equities,

fixed income, currencies and

commodities

Capitalizing on the adoption of

electronic trading in markets –

including FX and fixed income –

that remain largely manual, non-

transparent and illiquid

Increasing penetration

of agency-based

algorithms among

institutions through

continued product

innovation and

coordinated sales

efforts

In addition, pursuing new prospects available to a non bank created by the implementation of

regulations designed to reduce risk and increase competition in certain securities markets.

10

KCG’s

core

capabilities offer prospects for multiyear organic growth from both near-term strategic

initiatives

and

medium-

to

long-term

industry

trends.

Addendum

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

6 months ended June 30, 2013

GETCO

Knight

Discontinued

operations**

Adjustments for

non-GAAP

presentation*

KCG pro forma

Incremental

debt and deal

costs***

KCG adjusted,

normalized pro

forma expenses

Reconciliation of pro forma GAAP expenses

to normalized pro forma non-GAAP

expenses:

Employee compensation and benefits

108,761

243,070

(15,706)

(61,853)

274,272

—

274,272

Execution and clearance fees

86,908

101,881

(5,128)

—

183,661

—

183,661

Communications and data processing

41,873

45,377

(412)

—

86,838

—

86,838

Interest

2,645

26,325

(2,156)

(19)

26,795

12,608

39,403

Depreciation and amortization

15,913

19,632

(1,115)

—

34,430

4,444

38,874

Payments for order flow

1,701

64,592

(21,084)

—

45,209

—

45,209

Professional fees

30,264

35,438

(945)

(55,525)

9,232

—

9,232

Occupancy and equipment rentals

8,184

10,682

(2,495)

—

16,371

—

16,371

Business development

—

7,730

(1,389)

(306)

6,035

—

6,035

Writedown of assets and lease loss accrual

3,697

17,787

(17,787)

(3,697)

—

—

—

Other

15,039

30,491

(2,351)

(23,228)

19,951

1,461

21,412

Total expenses

$     314,985

$     603,005

$     (70,568)

$     (144,628)

$     702,794

$     18,512

$     721,306

* Operating expenses prior to July 1, 2013 represent combined financial results from GETCO Holding Company, LLC and Knight Capital Group, Inc. The non-GAAP adjustments incorporate the effects of

professional fees related to the Mergers and fees related to Knight's August 1, 2012 technology issue; the acceleration of compensation expense related to certain unit-based awards that vested upon the

Mergers; compensation expense related to a reduction in workforce; writedowns of assets and lease loss accrual primarily related

to office consolidations. ** In addition to discontinued operations,

includes line items reclassifications to adhere to current presentation. ***

Incremental debt and deal costs are added in to normalize the comparison to first half results as though the Merger and debt raise

occurred on January 1, 2013. Totals may not add due to rounding.

11

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

* The non-GAAP adjustments incorporate the effects of professional fees related to the Mergers and fees related to Knight's August 1, 2012

technology issue; compensation expense related to a reduction in

workforce and the departure of the ETF management team; writedowns of assets and lease loss accrual primarily related to office consolidations; writedown of capitalized debt costs related to early

repayment of debt. Totals may not add due to rounding.

12

6 months ended December 31, 2013

KCG

Adjustments for

non-GAAP

presentation*

KCG pro forma

Reconciliation of pro forma GAAP

expenses to normalized pro forma

non-GAAP expenses:

Employee compensation and benefits

241,840

(28,851)

212,989

Execution and clearance fees

159,506

—

159,506

Communications and data processing

81,558

—

81,558

Interest

42,140

(2,982)

39,158

Depreciation and amortization

39,657

—

39,657

Payments for order flow

34,674

34,674

Professional fees

16,811

(5,718)

11,093

Occupancy and equipment rentals

18,256

—

18,256

Business development

4,567

(597)

3,970

Writedown of capitalized debt costs

13,209

(13,209)

—

Writedown of assets and lease loss accrual

11,436

(11,436)

—

Other

24,384

(756)

23,628

Total expenses

$     688,038

$     (63,550)

$     624,488

—

EX-99.2

Exhibit 99.2

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 ANNOUNCES ADDITIONAL $85 MILLION REPAYMENT

OF FIRST LIEN CREDIT FACILITY

JERSEY CITY, N.J. – March 19, 2014 – KCG Holdings, Inc. (NYSE: KCG) today announced the completion of an $85 million principal repayment of the first lien term loan under the Company’s first lien senior secured credit facility.

KCG has completed a total of $485 million in principal repayments on the $535 million loan entered into on July 1, 2013, leaving a remaining outstanding balance of $50 million. Principal prepayments in excess of the $235 million amortization payment due July 1, 2014 will be applied to reduce the remaining scheduled amortization payments of $7.5 million each quarter beginning September 30, 2014 on a pro rata basis.

The $85 million was sourced from dividends received from KCG’s strategic investments in BATS and Direct Edge as well as internally generated excess liquidity. As a result of an aggregate $185 million in principal repayments during the first quarter of 2014, KCG will record a writeoff of $7.6 million in capitalized debt costs for the reporting period assuming no further repayments in March.

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’s 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. 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 business combination (the “Mergers”) 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 to the Mergers; (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 sale of KCG’s reverse mortgage origination and securitization business and the departure of the managers of KCG’s listed derivatives group; (iv) changes in market structure, legislative, regulatory or financial reporting rules; (v) past or future changes to organizational structure and management; (vi) 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; (vii) KCG’s ability to keep up with technological changes; (viii) KCG’s ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international

risk, regulatory risk, and compliance risk; (ix) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (x) 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 reports with the SEC, including, without limitation, those detailed under “Risk Factors” in KCG’s Annual Report on Form 10-K for the year-ended December 31, 2013, and 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