NEW YORK, July 31, 2014 /PRNewswire/ -- GFI Group Inc. (NYSE: GFIG), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, reported today its financial results for the three and six months ended June 30, 2014.



               Highlights of
                   Results              Three months ended        Six months ended

                                             June 30,                 June 30,
    ---                                      --------                 --------

                          $ in millions                      2014                     2013                                   2014    2013
                          -------------                      ----                     ----                                   ----    ----

    Total revenues                                                                 $218.1           $242.3            $458.8      $486.7
    --------------                                                                 ------           ------            ------      ------

    Net revenues                                            186.3                            198.4    388.8     399.9
    ------------                                            -----                            -----    -----     -----

    Brokerage revenues                                      155.6                            174.0    328.7     350.7
    ------------------                                      -----                            -----    -----     -----

    Software, analytics
     and market data
     revenue                                                 25.6                             21.8     51.4      44.0
    -------------------                                      ----                             ----     ----      ----

    Compensation ratio
     (1)                                                   69.4%                           68.2%   68.7%    68.4%
    ------------------                                       ----                             ----     ----      ----

    Non-compensation
     ratio (1)                                              31.5%                           27.2%   29.6%    27.0%
    ----------------                                         ----                             ----     ----      ----

    Non-GAAP net income
     (1)                                                                            $1.3             $7.1              $7.5       $14.3
    -------------------                                                              ----             ----              ----       -----

    Cash earnings (1)                                        19.2                             27.6     45.5      54.8
    ----------------                                         ----                             ----     ----      ----




    (1)     Item represents a non-GAAP
     financial measure; see discussion
     below, as well as a reconciliation
     to GAAP in the financial tables
     attached to this release.

On Wednesday, July 30(th), GFI Group, Inc. ("GFI") announced an agreement to sell its Trayport and FENICS businesses to CME Group Inc. ("CME") in a two-step transaction. First, CME will acquire all the outstanding common stock of GFI for $4.55 per share in CME Class A common stock. Immediately following the acquisition of GFI Group, a private consortium of GFI management led by Executive Chairman Michael Gooch, CEO Colin Heffron and Managing Director Nick Brown, will acquire GFI's wholesale brokerage business from CME for $165 million in cash and the assumption, at closing, of approximately $63 million in unvested deferred compensation and other liabilities.

After the completion of the transaction, the wholesale brokerage business, including the Kyte Group, will continue as a private company with its management and operations largely unchanged. The transaction is expected to close in early 2015, subject to GFI shareholder and regulatory approvals.

Regarding GFI's financial results, Colin Heffron, Chief Executive Officer, commented: "In the second quarter revenues from our software, analytics and market data businesses increased 17.4% due to strong growth from Trayport. However, GFI's brokerage business continued to be impacted by a number of cyclical and structural headwinds including muted volatility across asset classes, low interest rates, higher capital requirements and ongoing regulatory changes. As a result, non-GAAP brokerage and net revenues declined 10.6% and 6.8%, respectively.

"Matching session revenues continue to grow and remain a key focus of our electronic trading strategy in fixed income and foreign exchange products. Matching session revenues grew 49% year over year in cash bond products globally. In the Americas and EMEA, fixed income matching session revenues represented approximately 49% and 17% of total fixed income product revenues, respectively.

"Difficult trading conditions and less favorable foreign currency translation in Europe masked progress in the compensation expense area. However, broker compensation as a percentage of brokerage revenues decreased despite a significant decline in brokerage revenues. Further, our continued discipline with regards to sign-on and retention bonus payments led to an improvement in expense of $2.2 million in 2014. We expect considerable operating leverage if higher volumes return to the global markets.

"GFI's preliminary July total revenues are tracking down approximately 3.5% year over year.

"GFI's second quarter cash earnings were $19.2 million, or $0.15 per diluted share.

"Given the pending transaction with CME Group, the dividend has been suspended at this time."

GAAP Results: Second Quarter 2014

Net revenues were $186.3 million, compared to $198.4 million in the prior year. Net loss was $97.8 million, or ($0.78) per diluted share, compared with net income of $6.7 million, or $0.05 per diluted share. Compensation and employee benefits expense was 69.8% of net revenues, versus 67.8% in the prior year quarter. Non-compensation expenses were $185.3 million, or 99.4% of net revenues, compared to $56.2 million, or 28.3%, in the prior year quarter. GAAP non-compensation expenses in the second quarter of 2014 include a $121.6 million non-cash pre-tax goodwill impairment charge related to the wholesale brokerage reporting units and Kyte.

Non-GAAP Results: Second Quarter 2014

Revenues

Net revenues were $184.0 million as compared to $197.3 million in the second quarter of 2013.

Brokerage revenues were $155.6 million compared to $174.0 million in the prior year quarter. Revenues from fixed income, financial, commodity and equity products were down 9.7%, 14.3%, 1.3% and 17.4%, respectively. By geographic region, brokerage revenues increased 4.3% in EMEA, but declined 24.0% and 20.3% in the Americas and Asia-Pacific, respectively.

Revenues from trading software, analytics and market data products were $25.6 million, up 17.4% from $21.8 million in the prior year.

Expenses

Our compensation and employee benefits expense was $127.7 million, or 69.4% of net revenues, compared with $134.6 million, or 68.2%, in second quarter of 2013. Non-compensation expenses were $58.0 million, or 31.5% of net revenues, compared with $53.6 million, or 27.2%, in the prior year.

Earnings

GFI's net income was $1.3 million, or $0.01 per diluted share, compared with $7.1 million, or $0.06 per diluted share, in the prior year second quarter.

The effective non-GAAP year to date tax rate was estimated at a negative 22.1% as compared to 36.0% for full-year 2013. The negative 2014 tax rate was a result of regional shifts in taxable incomes.

GAAP Results: Six Months ended June 30, 2014

Net revenues were $388.8 million for the six months ended June 30, 2014 compared with $399.9 million in the same period of 2013. Net loss was $93.8 million, or ($0.76) per diluted share for 2014, compared with $11.4 million net income, or $0.09 per diluted share, in 2013. The compensation and employee benefits ratio in 2014 was 68.9% of net revenues versus 67.9% in 2013. Non-compensation expenses for the six months ended June 30, 2014 were $244.5 million, or 62.9% of net revenues, compared with $120.6 million, or 30.2%, in the same period of 2013. Non-compensation expenses in the six months ended June 30, 2014 include a $121.6 million non-cash pre-tax goodwill impairment charge.

Non-GAAP Results: Six Months ended June 30, 2014

Net revenues for the six months ended June 30, 2014 were $386.1 million compared to $397.1 million in the same period of 2013. Net income was $7.5 million, or $0.06 per diluted share, for the six months ended June 30, 2014, compared with $14.3 million, or $0.11 per diluted share, in 2013.

Non-GAAP Financial Measures

To supplement GFI's unaudited financial statements presented in accordance with GAAP, the Company uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by GFI include non-GAAP total revenues, non-GAAP net revenues, non-GAAP provision for or benefit from income taxes, non-GAAP net income, non-GAAP diluted earnings per share, cash earnings and cash earnings per share. These non-GAAP financial measures currently exclude from the Company's statement of income amortization of acquired intangibles and certain other items that management views as non-operating, non-recurring or non-cash as detailed in the reconciliation included in the financial tables attached to this release.

In addition, GFI may consider whether other significant non-operating, non-recurring or non-cash items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses. The non-GAAP financial measures also take into account estimated adjustments to income tax expense with respect to the excluded items.

GFI believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding the Company's performance by excluding certain items that may not be indicative of the Company's core business, operating results or future outlook. GFI's management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of the Company's performance to prior periods.

In addition to the reasons stated above, which are generally applicable to each of the items GFI excludes from its non-GAAP financial measures, the Company believes it is appropriate to exclude amortization of acquired intangibles because when analyzing the operating performance of an acquired business, GFI's management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity, as compared to the purchase price paid) without taking into consideration any charges for allocations made for accounting purposes. Further, because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets, when analyzing the operating performance of an acquisition in subsequent periods, the Company's management excludes the GAAP impact of acquired intangible assets on its financial results. GFI believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.

A reconciliation of these non-GAAP financial measures to GAAP is included in the financial tables attached to this release.

Conference Call

GFI has scheduled an investor conference call to discuss its second quarter results at 8:30 a.m. (Eastern Time) on Friday, August 1, 2014. Those wishing to listen to the live conference call via telephone should dial 1-877-870-4263 in North America and +1-412-317-0790 outside of North America, and ask for "GFI".

A live audio web cast of the conference call will be available on the Investor Relations section of GFI's Website. For web cast registration information, please visit: http://www.gfigroup.com. Following the conference call, an archived recording will be available.

Supplementary Financial Information

GFI has posted details of its historical monthly brokerage revenues on the Investor Relations page of its web site under the heading Supplementary Financial Information. The Company currently plans to post this information quarterly in conjunction with its announcement of earnings, but does not undertake a responsibility to continue to provide or update such information.

About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants. More than 2,500 institutional clients benefit from GFI's know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities. GFI's brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Manila, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Forward-looking Statement

Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "might," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of GFI Group Inc. (the "Company") and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger, dated as of July 30, 2014, by and among the Company, CME Group Inc. ("CME"), Commodore Acquisition Corp. and Commodore Acquisition LLC (the "Merger Agreement"), (2) the failure to consummate the merger with CME for reasons including without limitation that the conditions to the merger are not satisfied or waived, the failure to obtain the required stockholder approval, or the failure to receive necessary governmental or regulatory approvals required to complete the transactions contemplated by the Merger Agreement, (3) unexpected costs, charges or expenses resulting from the transactions contemplated by the Merger Agreement, (4) the possible disruption that may be caused by the transactions contemplated by the Merger Agreement to the business and operations of the Company and its relationships with customers, employees and other third parties, (5) economic, political and market factors affecting trading volumes; (6) securities prices or demand for the Company's brokerage services; (7) competition from current and new competitors; (8) the Company's ability to attract and retain key personnel, including highly-qualified brokerage personnel; (9) the Company's ability to identify and develop new products and markets; (10) changes in laws and regulations governing the Company's business and operations or permissible activities; (11) the Company's ability to manage its international operations; (12) financial difficulties experienced by the Company's customers or key participants in the markets in which the Company focuses its brokerage services; (13) the Company's ability to keep up with technological changes; (14) uncertainties relating to litigation and (15) the Company's ability to assess and integrate acquisition prospects. Further information about factors that could affect the Company's financial and other results is included in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.




                     GFI Group Inc. and Subsidiaries

            Consolidated Statements of Operations (unaudited)

             (In thousands except share and per share data)



                                                                                                                                         Three Months Ended                      Six Months Ended

                                                                                                                                              June 30,                               June 30,
                                                                                                                                              --------                               --------

                                                                                                                                                                2014                                  2013                 2014                 2013
                                                                                                                                                                ----                                  ----                 ----                 ----

     Revenues

                                                                    Agency commissions                                                                      $109,692                              $122,476             $231,107             $249,048

                                                                    Principal transactions                                                                    45,948                                51,562               97,637              101,627
                                                                                                                                                              ------                                ------               ------              -------

                                                                     Total brokerage revenues                                                                155,640                               174,038              328,744              350,675

                                                                    Clearing services revenues                                                                28,602                                39,439               62,766               77,503

                                                                    Interest income from clearing services                                                       572                                   431                1,100                1,168

                                                                    Equity in net earnings of unconsolidated businesses                                        1,493                                 2,300                4,047                5,359

                                                                    Software, analytics and market data                                                       25,595                                21,808               51,360               43,966

                                                                    Other income, net                                                                          6,203                                 4,262               10,827                7,999

                                                                        Total revenues                                                                       218,105                               242,278              458,844              486,670


     Interest and transaction-based expenses

                                                                    Transaction fees on clearing services                                                     26,936                                38,424               59,576               75,332

                                                                    Transaction fees on brokerage services                                                     4,655                                 5,335               10,158               11,142

                                                                    Interest expense from clearing services                                                      185                                    87                  354                  247
                                                                                                                                                                 ---                                   ---                  ---                  ---

                                                                    Total interest and transaction-based expenses                                             31,776                                43,846               70,088               86,721
                                                                                                                                                              ------                                ------               ------               ------

                                                                    Revenues, net of interest and transaction-based expenses                                 186,329                               198,432              388,756              399,949
                                                                                                                                                             -------                               -------              -------              -------


     Expenses

                                                                    Compensation and employee benefits                                                       130,003                               134,613              267,700              271,628

                                                                    Communications and market data                                                            13,520                                13,743               26,867               27,330

                                                                    Travel and promotion                                                                       7,961                                 7,857               15,740               15,918

                                                                    Rent and occupancy                                                                         7,890                                 7,039               15,976               14,251

                                                                    Depreciation and amortization                                                              8,797                                 8,334               17,393               16,642

                                                                    Professional fees                                                                         10,107                                 6,385               16,278               13,112

                                                                    Interest on borrowings                                                                     8,143                                 7,175               15,927               14,863

                                                                    Impairment of goodwill                                                                   121,619                                     -             121,619                    -

                                                                    Other expenses                                                                             7,237                                 5,699               14,701               18,523
                                                                                                                                                               -----                                 -----               ------               ------

                                                                       Total other expenses                                                                  315,277                               190,845              512,201              392,267
                                                                                                                                                             -------                               -------              -------              -------


     (Loss) income before (benefit from) provision for income taxes                                                            (128,948)                                  7,587                             (123,445)               7,682


     (Benefit from) provision for income taxes                                                                                  (31,277)                                    719                              (30,183)             (4,140)
                                                                                                                                 -------                                     ---                               -------               ------


      Net (loss) income before attribution to non-controlling
      stockholders                                                                                                              (97,671)                                  6,868                              (93,262)              11,822


     Less: Net income attributable to non-controlling interests                                                                      125                                     177                                   531                  457
                                                                                                                                     ---                                     ---                                   ---                  ---

     GFI's net (loss) income                                                                                                   $(97,796)                                 $6,691                             $(93,793)             $11,365
                                                                                                                                ========                                  ======                              ========              =======



     Basic (loss) earnings per share                                                                                             $(0.78)                                  $0.06                               $(0.76)               $0.10
                                                                                                                                  ======                                   =====                                ======                =====

     Diluted (loss) earnings per share                                                                                           $(0.78)                                  $0.05                               $(0.76)               $0.09
                                                                                                                                  ======                                   =====                                ======                =====


     Weighted average shares outstanding - basic                                                                             124,909,412                             118,646,703                           123,643,160          117,024,375


     Weighted average shares outstanding - diluted                                                                           124,909,412                             126,603,146                           123,643,160          126,080,497




                     GFI Group Inc. and Subsidiaries

            Consolidated Statements of Operations (unaudited)

                     As a Percentage of Net Revenues



                                                                                                                                    Three Months Ended         Six Months Ended

                                                                                                                                         June 30,                  June 30,
                                                                                                                                         --------                  --------

                                                                                                                                                    2014                       2013              2014               2013
                                                                                                                                                    ----                       ----              ----               ----

     Revenues

                                                                    Agency commissions                                                             58.9%                     61.7%            59.5%             62.3%

                                                                    Principal transactions                                                         24.7%                     26.0%            25.1%             25.4%
                                                                                                                                                    ----                       ----              ----               ----

                                                                     Total brokerage revenues                                                      83.6%                     87.7%            84.6%             87.7%

                                                                    Clearing services revenues                                                     15.4%                     19.9%            16.1%             19.4%

                                                                    Interest income from clearing services                                          0.3%                      0.2%             0.3%              0.3%

                                                                    Equity in net earnings of unconsolidated businesses                             0.8%                      1.2%             1.0%              1.3%

                                                                    Software, analytics and market data                                            13.7%                     11.0%            13.2%             11.0%

                                                                    Other income, net                                                               3.3%                      2.1%             2.8%              2.0%

                                                                        Total revenues                                                            117.1%                    122.1%           118.0%            121.7%


     Interest and transaction-based expenses

                                                                    Transaction fees on clearing services                                          14.5%                     19.4%            15.3%             18.8%

                                                                    Transaction fees on brokerage services                                          2.5%                      2.7%             2.6%              2.8%

                                                                    Interest expense from clearing services                                         0.1%                      0.0%             0.1%              0.1%

                                                                    Total interest and transaction-based expenses                                  17.1%                     22.1%            18.0%             21.7%
                                                                                                                                                    ----                       ----              ----               ----

                                                                    Revenues, net of interest and transaction-based expenses                      100.0%                    100.0%           100.0%            100.0%
                                                                                                                                                   -----                      -----             -----              -----


     Expenses

                                                                    Compensation and employee benefits                                             69.8%                     67.8%            68.9%             67.9%

                                                                    Communications and market data                                                  7.2%                      6.9%             6.9%              6.8%

                                                                    Travel and promotion                                                            4.3%                      4.0%             4.0%              4.0%

                                                                    Rent and occupancy                                                              4.2%                      3.5%             4.1%              3.6%

                                                                    Depreciation and amortization                                                   4.7%                      4.2%             4.5%              4.2%

                                                                    Professional fees                                                               5.4%                      3.2%             4.2%              3.3%

                                                                    Interest on borrowings                                                          4.4%                      3.6%             4.1%              3.7%

                                                                    Impairment of goodwill                                                         65.3%                      0.0%            31.3%              0.0%

                                                                    Other expenses                                                                  3.9%                      2.9%             3.8%              4.6%

                                                                       Total other expenses                                                       169.2%                     96.1%           131.8%             98.1%
                                                                                                                                                   -----                       ----             -----               ----


     (Loss) income before (benefit from) provision for income taxes                                                          -69.2%                      3.9%                       -31.8%             1.9%


     (Benefit from) provision for income taxes                                                                               -16.8%                      0.4%                        -7.8%            -1.0%
                                                                                                                              -----                        ---                          ----              ----


      Net (loss) income before attribution to non-controlling
      stockholders                                                                                                           -52.4%                      3.5%                       -24.0%             2.9%


     Less: Net income attributable to non-controlling interests                                                                0.1%                      0.1%                         0.1%             0.1%

     GFI's net (loss) income                                                                                                 -52.5%                      3.4%                       -24.1%             2.8%
                                                                                                                              =====                        ===                         =====               ===



                                                                     GFI Group Inc. and Subsidiaries

                                                                   Selected Financial Data (unaudited)

                                                               (Dollars in thousands except per share data)



                                                                                                                                                                     Three Months Ended                                            Six Months Ended

                                                                                                                                                                          June 30,                                                   June 30,
                                                                                                                                                                          --------                                                   --------

                                                                                                                                                                                             2014                             2013                          2014              2013
                                                                                                                                                                                             ----                             ----                          ----              ----


     Brokerage Revenues by Product Categories:

                                                         Fixed Income                                                                                                                     $43,858                          $48,578                       $95,593           $95,320

                                                         Financial                                                                                                                         46,659                           54,414                        98,198           106,330

                                                         Equity                                                                                                                            25,687                           31,106                        55,730            64,322

                                                         Commodity                                                                                                                         39,436                           39,940                        79,223            84,703
                                                                                                                                                                                           ------                           ------                        ------            ------


                                                            Total brokerage revenues                                                                        $155,640                               $174,038                                    $328,744          $350,675
                                                                                                                                                            ========                               ========                                    ========          ========



     Brokerage Revenues by Geographic Region:

                                                         Americas                                                                                                                         $55,254                          $72,704                      $116,590          $141,483

                                                         Europe, Middle East, and Africa                                                                      83,318                                 79,912                                     175,887           169,254

                                                         Asia-Pacific                                                                                                                      17,068                           21,422                        36,267            39,938
                                                                                                                                                                                           ------                           ------                        ------            ------


                                                            Total brokerage revenues                                                                        $155,640                               $174,038                                    $328,744          $350,675
                                                                                                                                                            ========                               ========                                    ========          ========





                                                                                                                                                                          June 30,                          December 31,

                                                                                                                                                                                             2014                             2013
                                                                                                                                                                                             ----                             ----


     Consolidated Statement of Financial Condition Data:

                                                         Cash and cash equivalents                                                                          $172,783                               $174,606

                                                          Cash held at clearing organizations, net of
                                                          customer cash                                                                              58,204                                 52,414
                                                                                                                                                     ------                                 ------

                                                         GFI's total balance sheet cash                                                                                                   230,987                          227,020

                                                         Balance sheet cash per share                                                                           1.83                                   1.84


                                                         Total assets (1)                                                                                                               1,441,509                        1,161,542

                                                         Total debt                                                                                                                       250,000                          250,000

                                                         Stockholders' equity                                                                                                             310,538                          407,276



     Selected Statistical Data:

                                                         Brokerage personnel headcount(2) (4)                                                         1,057                                  1,121

                                                         Employees                                                                                                                          2,062                            2,087

                                                         Broker productivity for the period(3) (4)                                                            $145                                   $127



                                                    (1)  Total assets include receivables from brokers, dealers and clearing organizations of $666.7
                                                          million and $295.7 million at June 30, 2014 and December 31, 2013, respectively. These
                                                          receivables primarily represent securities transactions entered into in connection with
                                                          our matched principal business which have not settled as of their stated settlement dates,
                                                          as well as balances with clearing organizations. These receivables are substantially
                                                          offset by corresponding payables to brokers, dealers and clearing organizations and to
                                                          clearing customers, for these unsettled transactions.

                                                     (2) Brokerage personnel headcount includes brokers, traders, trainees and clerks.

                                                     (3)  Broker productivity is calculated as brokerage revenues divided by average monthly
                                                          brokerage personnel headcount for the quarter.

                                                     (4)  In the quarter ending March 31, 2014, GFI reclassified certain employees that had
                                                          previously been included in "Brokerage personnel headcount" to back-office support roles.
                                                           The impact to broker productivity was immaterial in all periods presented.

                                                                                     GFI Group Inc. and Subsidiaries

                                                                    Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

                                                                              (In thousands except share and per share data)



                                                                                                                                              Three Months Ended                 Six Months Ended

                                                                                                                                                   June 30,                          June 30,
                                                                                                                                                   --------                          --------

                                                                                                                                                                    2014                               2013                2014                2013
                                                                                                                                                                    ----                               ----                ----                ----


     GAAP revenues                                                                                                                                              $218,105                           $242,278            $458,844            $486,670

     Mark-to-market (gain) loss on forward hedges of future foreign currency revenues                                                                              (100)                               319                (27)              (650)

     Net loss on available-for-sale investments                                                                                                                      431                                  -                 48                   -

      Fair value mark-to-market gain on contingent consideration/future purchase
      commitment                                                                                                                      (2,709)                            (1,459)                            (2,709)             (2,203)

     Fair value mark-to-market loss on warrants on investee shares                                                                                                     -                                 -                  -                 22

     Total Non-GAAP Revenues                                                                                                                                     215,727                            241,138             456,156             483,839


     GAAP interest and transaction-based expenses                                                                                                                 31,776                             43,846              70,088              86,721
                                                                                                                                                                  ------                             ------              ------              ------


     Non-GAAP revenues, net of interest and transaction-based expenses                                                                                           183,951                            197,292             386,068             397,118
                                                                                                                                                                 -------                            -------             -------             -------


     GAAP other expenses                                                                                                                                         315,277                            190,845             512,201             392,267

     Amortization of intangibles                                                                                                                                 (2,448)                           (2,471)            (4,917)            (4,969)

     Writedown of investment in unconsolidated affiliate                                                                                                               -                                 -              (611)                  -

     Impairment of goodwill                                                                                                                                    (121,619)                                 -          (121,619)                  -

     Modification of compensation arrangements for departing executive                                                                                           (2,289)                                 -            (2,289)                  -

     Expenses from start-up operations                                                                                                                                 -                             (160)                  -            (8,573)

     Professional fees related to restructuring                                                                                                                  (3,250)                                 -            (3,250)                  -

     Non-GAAP other expenses                                                                                                                                     185,671                            188,214             379,515             378,725
                                                                                                                                                                 -------                            -------             -------             -------


     Non-GAAP pre-tax (loss) income                                                                                                                              (1,720)                             9,078               6,553              18,393
                                                                                                                                                                  ------                              -----               -----              ------


     Income tax impact on Non-GAAP items                                                                                                                          28,171                              1,097              28,732               5,164

     Plus: Non-operating adjustment for the recognition of a tax benefit related to interest income                                                                    -                                 -                  -              2,655
     between international affiliates

     Non-GAAP (benefit from) provision for income taxes                                                                                                          (3,106)                             1,816             (1,451)              3,679


     Less: Net income attributable to non-controlling interests                                                                                                      125                                177                 531                 457
                                                                                                                                                                     ---                                ---                 ---                 ---


     GFI's Non-GAAP net income                                                                                                                                    $1,261                             $7,085              $7,473             $14,257
                                                                                                                                                                  ======                             ======              ======             =======


     Non-GAAP diluted net income per share                                                                                                                         $0.01                              $0.06               $0.06               $0.11
                                                                                                                                                                   =====                              =====               =====               =====


     Pre-tax adjustments to arrive at cash earnings

     Amortization of RSUs                                                                                                                                          5,855                              7,360              13,210              15,502

     Amortization of prepaid sign-on and retention bonuses                                                                                                         5,735                              7,278              12,328              13,390

     Depreciation and other amortization (excluding intangibles)                                                                                                   6,349                              5,863              12,476              11,673
                                                                                                                                                                   -----                              -----              ------              ------

     Total pre-tax adjustments to cash earnings                                                                                                                   17,939                             20,501              38,014              40,565


     Non-GAAP pre-tax cash earnings from ongoing operations                                                                                                       16,219                             29,579              44,567              58,958
                                                                                                                                                                  ------                             ------              ------              ------


     Non-GAAP (benefit from) provision for income taxes                                                                                                          (3,106)                             1,816             (1,451)              3,679


     Less: Net income attributable to non-controlling interests                                                                                                      125                                177                 531                 457
                                                                                                                                                                     ---                                ---                 ---                 ---


     GFI's Non-GAAP net cash earnings from ongoing operations                                                                                                    $19,200                            $27,586             $45,487             $54,822
                                                                                                                                                                 =======                            =======             =======             =======


     Non-GAAP cash earnings per share                                                                                                                              $0.15                              $0.22               $0.35               $0.43
                                                                                                                                                                   =====                              =====               =====               =====


     Weighted average shares outstanding - diluted                                                                                                           130,865,187                        126,603,146         131,146,382         126,080,497

    GFI Group Inc.

    Adjusted EBITDA


    ($ in thousands, except share and per share amounts)                                  2Q13         3Q13         4Q13            1Q14          2Q14             Last twelve
                                                                                                                                                                   months (LTM)
                                                                                                                                                                   -----------


    Net income (loss) per U.S. GAAP before attribution to non-controlling interests             $6,868        $(29)      $(30,865)       $4,409        $(97,671)


    Plus: Net income attributable to non-controlling interests                                   (177)       (432)           (37)        (406)           (125)
                                                                                                  ----         ----             ---          ----             ----

    GFI's net income (loss)                                                                      6,691        (461)       (30,902)        4,003         (97,796)


    Plus: Extraordinary and other non-recurring pretax items (i.e., non-GAAP adjustments)        1,491        3,488          22,751         2,770          127,228


    Plus: Interest expense                                                                       7,262        7,755           8,002         7,953            8,328


    Less: Interest income                                                                        (579)       (630)          (773)        (651)           (704)


    Plus: Income tax expense (benefit)                                                             719      (1,127)          2,994         1,094         (31,277)


    Plus: Depreciation and amortization expense (excluding intangibles)                          5,863        5,981           6,001         6,127            6,349


    Plus: Amortization of RSUs                                                                   7,360        6,870           6,951         7,355            5,855


    Plus: Amortization of prepaid sign-on and retention bonuses                                  7,278        5,938           6,038         6,593            5,735
                                                                                                 -----        -----           -----         -----            -----


    Adjusted EBITDA                                                                            $36,085      $27,814         $21,062       $35,244          $23,718                      $107,838
                                                                                               -------      -------         -------       -------          -------                      --------


    Weighted average shares outstanding - diluted                                                                                                                               131,146,382


    Adjusted EBITDA per share (pre-tax)                                                                                                                                               $0.82

SOURCE GFI Group Inc.