KCG Holdings, Inc. (NYSE: KCG)

Sandler O’Neill Global Exchange and Brokerage Conference

June 3, 2015

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 business as well as actions taken in response thereto and consequences thereof; (iii) the

sales of KCG's reverse mortgage origination and securitization business, KCG's futures commission merchant and KCG Hotspot; (iv) changes in

market structure, legislative, regulatory or financial reporting rules, including the increased focus by regulators, the New York Attorney General,

Congress and the media on market structure issues, and in particular, the scrutiny of high frequency trading, alternative trading systems, market

fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow and exchange fee 

structures; (v) past or future changes to KCG’s 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; (x)

the effects of increased competition and KCG's ability to maintain and expand market share; and (xi) the completion of the tender offer 

commenced by KCG on May 4, 2015. 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, 2014, Quarterly Report on Form 10-Q for the quarter-ended March 31, 2015, and 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.

Update on Modified Dutch Auction Tender Offer

On May 4, 2015, KCG commenced a “modified Dutch auction” tender offer under

the terms of which KCG would repurchase for cash properly tendered

outstanding shares of KCG Class A Common Stock having an aggregate purchase

price of up to $330 million

From May 4 through June 2, 2015, KCG stockholders were able to tender

stock to KCG at specified prices per share of not less than $13.50 and not

greater than $14.00, or at the purchase price determined by KCG in

accordance with the terms of the offer

Based on the preliminary count, the offer is fully subscribed and KCG expects

to repurchase 23.6 million shares at $14.00 per share with a preliminary

proration factor of approximately 28.7%

Projected weighted average shares outstanding of 108 to 111 million in 2Q15

1

1

The number of shares expected to be purchased in the tender offer and the purchase price are preliminary and subject to change and to confirmation by the depositary. The final

number

of

shares

to

be

purchased

and

the

final

purchase

price

will

be

announced

following

the

completion

by

the

depositary

of

the

confirmation

process.

1

Cash Management: Deleveraging to Capital Return

Debt

level

1

Debt level and share repurchases for June 2015 assume no principal debt prepayments are made and that $330 million of shares are repurchased pursuant to the modified Dutch auction tender offer

2

Represents

the

aggregate

cash

and

cash

equivalents

held

by

GETCO

Holding

Company,

LLC

and

Knight

Capital

Group,

Inc.

at

June

30,

2013;

also

factors

in

cash

activity

related

to

the

Mergers

on

7/1

including

issuance

of

$535

million

First

Lien

Credit

Facility,

contribution

of

$55

million

from

GA

offset

by

payment

to

Knight

shareholders

of

$720

million,

funding

of

escrow

account

to

paydown

Knight

Convertibles

of

$375

million,

payment

of

debt

(and

interest

on

debt)

on

GETCO's

books and fees on Merger-related debt issuances

3

Asset sales represent aggregate cash received to date from sales of Urban Financial of America, KCG's futures commission merchant (FCM) and KCG Hotspot, less estimated  taxes payable on the applicable gains and excluding all future

consideration

4

Free cash flow represents income from continuing operations less capital expenditures plus non-cash items such as depreciation and amortization, stock-based compensation and non-GAAP adjustments included in Regulation G tables through

1Q15

5

Debt

repayments

represents

total

cash

used

to

repay

8.25%

$305

million

Senior

Secured

Notes

plus

its

make-whole

premium

plus

$535

million

First

Lien

Credit

Facility

($117

million

of

the

paydown

of

this

facility

came

from

the

Collateral

Account funded on 7/1; $117 million of KCG's cash was then used  for the repayment of the remaining principal outstanding of KCG's Convertible Notes

6

Funds received from issuance of debt, net represents issuance of 6.875% $500 million Senior Secured Notes, net of fees paid to third parties directly attributable to the debt issuance

7

Distributions from investments, net represents cash received as returns on capital related to KCG's investments, net of additional investments made

8

Represents share repurchases under the initial $150 million share repurchase program authorized by the KCG Board of Directors

on

May 1, 2014

9

Represents the preliminary dollar value of shares expected to be repurchased under the modified Dutch auction tender offer announced on May 1, 2015.

10

Targeted liquidity pool, as described in KCG's quarterly report on Form 10-Q for the quarter ended March 31, 2015 within Item 3 ‘Quantitative and Qualitative Disclosures About Market Risk’

11

Represents cash in excess of the targeted

liquidity pool, a portion of which is contained in Cash and cash equivalents and the remainder is used to fund daily operations and contained elsewhere on the balance sheet including within Receivable from brokers, dealers and clearing

organizations

2

$1,215

$95

$495

$0

$250

$500

$750

$1,000

$1,250

KCG debt level and cumulative share repurchases

$425

Cumulative share repurchases

Cash

(in $ millions)

Sources

Uses

Approximate cash and cash equivalents

$     730

Asset sales

304

278

857

488

58

95

330

Subtotal

575

Targeted liquidity pool of cash and highly-liquid

instruments

350

$     225

NOTE: Totals may not add due to rounding

5

7

10

11

4

Free cash flow

Debt repayments

Funds received from issuance of debt, net

6

Distributions from investments, net

Share repurchases

8

2

Tender Offer

Approximate remaining cash

at July 1, 2013

3

9

1

Consolidated Financials

3

Compensation and benefits

Communications and data processing

Depreciation and amortization

Debt

interest expense

Professional

fees

Occupancy

and equipment rentals

Business

development

Other

1

See addendum for a reconciliation of GAAP to non-GAAP financial results; quarterly averages are

derived from totals provided in the charts

2

Free cash flow represents income from continuing operations less capital expenditures plus non-cash

items such as depreciation and amortization, stock-based compensation and non-GAAP adjustments

included in the Regulation G tables

3

Debt at March 31, 2015 included the 8.25% $305 million Senior Secured Notes, which were redeemed

subsequent to the quarter close using funds held in escrow

4

Debt-to-tangible equity ratio at March 31, 2015 excludes the 8.25% $305 million Senior Secured

Notes which were redeemed subsequent to the quarter close; tangible equity is calculated by

subtracting goodwill and intangible assets from equity

5

Tangible book value is calculated by subtracting goodwill and intangible assets from equity; based on

shares outstanding of 117.9 million, including restricted stock units (RSUs) as of May 7, 2015

Non-GAAP pre-tax income from continuing operations

$0

$25

$50

$75

$100

$125

$150

$175

$200

$225

$250

2H13

2014

1Q15

$0

$10

$20

$30

$40

$50

$60

2H13

2014

1Q15

$210.2 mn

$199.0 mn

$186.6 mn

$19.4 mn

$22.5 mn

$32.4 mn

$41.6 mn

$36.5 mn

$48.4 mn

Avg.

quarterly

earnings

and

free

cash

flow

Avg.

quarterly

non-GAAP

expenses

Free cash flow

from

operating

income

2

1

1

KCG balance

sheet

As

of March 31, 2015

(in $ millions)

Cash and cash equivalents

990.5

Debt

3

799.8

Stockholders’ equity

1,783.3

-

-

-

0.30

-

-

-

Book

value per share

5

$15.10

Tangible book value per share

5

$13.86

Debt-to-tangible equity ratio  

4

The Competitive Landscape

Getting to the Right Strategic Spot in U.S. Trade Execution

Potential Disruptors

Market Leaders

Specialized

Full Service

Client Offering

Global

banks

Proprietary

Trading

Groups

EMSs / OMSs

Exchanges

ATSs

Institutional

e-Brokers

Mid-Size

Institutional

Brokers

KCG

*

* KCG Holdings, Inc. was formed July 1, 2013 by the merger of GETCO Holding Company, LLC and Knight Capital Group, Inc.

4

Prime

Brokers

Market Makers

Prospects for Multiyear Organic Growth

5

Agency Execution:

Expansion of algorithmic trading among U.S.

and European asset managers,

The continued growth of ETF assets under

management and trading volume,

The potential for unbundling

Market Making:

Incremental market share gains in U.S. equities from

strategic clients and expanded capabilities,

Market making in fixed income, currencies and

commodities on a global basis,

Building out the client network in Europe

Trading Venues:

Expansion of the KCG BondPoint

offering for

institutional clients

Industry consolidation among ATSs

Market

Making

Agency

Execution

Trading

Venues

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

7

3 months ended

March 31, 2015

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

GAAP income (loss)

from continuing operations before income taxes

$     39,340

$     381,058

$     (14,270)

$     406,128

Gainon sale of KCG Hotspot

-

(385,026)

-

(385,026)

Professional fees related to sale of KCG Hotspot

-

6,736

-

6,736

Compensation expense related to sale of KCG Hotspot

-

4,457

-

4,457

Lease loss accrual, net

-

-

132

132

$     39,340

$     7,225

$     (14,138)

$     32,427

Non-GAAP income (loss)

from continuing operations before income taxes

Reconciliation of GAAP pre-tax to non-GAAP pre-tax:

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

8

3 months ended December 31, 2014

Reconciliation of GAAP pre-tax to non-GAAP pre-tax:

GAAP income (loss) from continuing operations before income taxes

Non-GAAP income (loss) from continuing operations before income taxes

Gain on sale of FCM

Lease loss accrual, net

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

$     42,710

$     42,710

-

-

$     9,968

(2,116)

-

$     7,852

$     (26,147)

6,117

$     (20,030)

-

$     26,531

$     30,532

6,117

(2,116)

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

9

3 months ended September 30, 2014

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

Reconciliation

of

GAAP

pre-tax

to

non-GAAP

pre-tax:

GAAP

loss from continuing operations before income taxes

$     (8,033)

$     (1,664)

$      (5,538)

$     (15,235)

Net gain related to tradeMONSTER combination with OptionsHouse

-

-

(15,105)

(15,105)

Compensation related to reduction in workforce and other employee separations

2,786

3,577

4,158

10,521

Writedown of assets and lease loss accrual, net

-

-

301

301

Non-GAAP

(loss)

income

from

continuing

operations

before

income

taxes

$     (5,247)

$          1,913

$     (16,184)

$     (19,518)

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

3 months

ended June

30, 2014

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

Reconciliation

of GAAP pre-tax to non-GAAP pre-tax:

GAAP income

(loss) from continuing operations before income taxes

$     (22,233)

$     14,507

Writedown

of capitalized debt costs

-

-

1,995

1,995

Compensation related to reduction in workforce

383

1,886

3,069

Writedown

of assets and lease loss accrual, net

452

-

1,489

1,941

Non-GAAP

income

(loss)

from

continuing

operations

before

income

taxes

$     36,839

$     2,622

$     (17,949)

$     21,512

10

$     36,004

$     736

800

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

$     76,032

$     2,016

$     (18,664)

$     59,384

-

-

7,557

7,557

-

-

(9,644)

(9,644)

Lease loss accrual, net

359

-

(93)

266

$     76,391

$     2,016

$     (20,844)

$     57,563

11

Non-GAAP

income

(loss)

from

continuing

operations

before

income

taxes

Writedown of capitalized debt costs

3 months ended March 31, 2014

Reconciliation of GAAP pre-tax to non-GAAP pre-tax:

GAAP income (loss) from continuing operations before income taxes

Income resulting from the merger of BATS and Direct Edge, net

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

12

3 months ended December 31, 2013

Reconciliation of GAAP pre-tax to non-GAAP pre-tax:

GAAP income (loss) from continuing operations before income taxes

Compensation and other expenses related to a reduction in workforce

Professional and other fees related to Mergers and August 1st technology  issue

Writedown of capitalized debt costs

Writedown of assets and lease loss accrual

Gain on strategic asset

Non-GAAP income (loss) from continuing operations before income taxes

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

$     47,951

$     (4,491)

$     (60,159)

$     (16,699)

5,254

5,447

708

11,409

-

-

2,785

2,785

-

-

13,209

13,209

-

-

(1,359)

(1,359)

-

1,681

8,819

10,500

$     53,205

$     2,637

$     (35,997)

$     19,845

13

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

13

Market Making

Global Execution

Services

Corporate and

Other

Consolidated

$     47,853

$     (16,354)

$     89,874

$     121,373

-

-

(127,972)

(127,972)

2,309

15,132

-

17,441

-

-

7,269

7,269

108

-

828

936

$     50,270

$     (1,222)

$     (30,001)

$     19,047

3 months ended September 30, 2013

Reconciliation of GAAP pre-tax to non-GAAP pre-tax:

GAAP income (loss) from continuing operations before income taxes

Gain on investment in Knight Capital Group, Inc.

Compensation and other expenses related to reduction in workforce

Writedown of assets and lease loss accrual, net

Non-GAAP income (loss) from continuing operations before income taxes

Professional

and

other

fees

related

to

Mergers

and

August

1

st

technology

issue

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Employee compensation and benefits

106,718

4,457

102,261

33,764

-

33,764

Depreciation and amortization

20,615

-

20,615

Debt interest expense

8,463

-

8,463

Professional fees

11,181

6,736

4,445

Occupancy and equipment rentals

7,340

-

7,340

Business development

1,857

-

1,857

132

132

-

Other

7,808

-

7,808

Total expenses

$     197,878

$     11,325

$     186,553

14

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

3 months ended June 30, 2014

1

1

Lease loss accrual, net

Reconciliation of GAAP expenses to KCG non-GAAP,

normalized expenses:

Communications and data processing

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Employee compensation and benefits

116,214

-

116,214

36,945

-

36,945

Depreciation and amortization

21,224

-

21,224

Debt interest expense

7,721

-

7,721

Professional fees

5,695

-

5,695

Occupancy and equipment rentals

8,514

-

8,514

Business development

2,308

-

2,308

Lease loss accrual, net

6,117

6,117

-

Other

9,822

-

9,822

Total

expenses

$     214,561

$     6,117

$     208,444

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

15

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

1

1

3 months ended December 31, 2014

Reconciliation of GAAP expenses to KCG non-GAAP,

normalized expenses:

Communications and data processing

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Employee compensation and benefits

95,307

10,521

84,786

38,576

-

38,576

Depreciation and amortization

20,298

-

20,298

Debt interest expense

7,714

-

7,714

Professional fees

7,161

-

7,161

Occupancy and equipment rentals

7,672

-

7,672

Business development

3,163

-

3,163

301

301

-

Other

10,580

-

10,580

$     190,772

$     10,822

$     179,950

16

1

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

3 months ended September 30, 2014

Reconciliation of GAAP expenses to KCG non-GAAP,

normalized expenses:

Communications and data processing

Writedown of assets and lease loss accrual, net

1

Total expenses

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Reconciliation

of GAAP expenses to KCG non-GAAP,

normalized expenses:

Employee compensation and benefits

103,430

3,069

100,361

38,279

-

38,279

Depreciation and amortization

19,823

-

19,823

Debt interest expense

7,497

-

7,497

Professional fees

7,337

-

7,337

Occupancy and equipment rentals

8,235

-

8,235

Business development

2,609

-

2,609

3,936

3,936

-

Other

10,767

-

10,767

$     201,913

$     7,005

$     194,908

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

17

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

1

3 months ended June 30, 2014

Writedown

of assets, lease loss accrual and capitalized debt costs

Communications and data processing

Total expenses

1

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

normalized expenses:

122,319

-

122,319

36,796

-

36,796

20,103

-

20,103

9,524

-

9,524

5,402

-

5,402

8,285

-

8,285

1,683

-

1,683

7,823

7,823

-

8,643

-

8,643

Total

expenses

1

$     220,578

$     7,823

$     212,755

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

18

1

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

3 months ended March 31, 2014

Reconciliation of GAAP expenses to KCG non-GAAP,

Communications and data processing

Lease loss accrual and writedown of capitalized debt costs

Employee compensation and benefits

Depreciation and amortization

Debt interest expense

Professional fees

Occupancy and equipment rentals

Business development

Other

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

19

1

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Employee compensation and benefits

112,209

11,409

100,800

37,512

-

37,512

Depreciation and amortization

19,566

-

19,566

Debt interest expense

12,943

-

12,943

Professional fees

7,734

2,491

5,243

Occupancy and equipment rentals

9,358

-

9,358

Business development

1,923

-

1,923

23,709

23,709

-

Other

13,066

294

12,772

Total

expenses

1

$     238,020

$     37,903

$     200,117

3 months ended December 31, 2013

Lease loss accrual and writedown of capitalized debt costs

Reconciliation of GAAP expenses to KCG non-GAAP,

normalized expenses:

Communications and data processing

Regulation G Reconciliation of Non-GAAP

Financial Measures (Continuing Operations)

20

1

Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity.

GAAP

Adjustments for

non-GAAP presentation

KCG non-GAAP, normalized

expenses

Employee compensation and benefits

129,631

17,441

112,190

44,046

-

44,046

Depreciation and amortization

20,091

-

20,091

Debt interest expense

19,350

2,982

16,368

Professional fees

9,077

4,087

4,990

Occupancy and equipment rentals

8,898

-

8,898

Business development

2,644

200

2,444

936

936

-

Other

11,318

-

11,318

TotalExpenses

1

$     245,991

$     25,647

$     220,345

Writedown of assets and lease loss accrual, net

Reconciliation of GAAP expenses to KCG non-GAAP,

normalized expenses:

Communications and data processing

3 months ended September 30, 2013